UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM 10-K

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

 For
the fiscal year ended December 31, 2024

 Or

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

 For
the transition period from ___________ to ___________

 Commission
file number: 333-147980

 ORIGINCLEAR,
INC.

 (Exact
name of registrant as specified in charter)

 Nevada

 26-0287664

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 13575
58th Street North, Suite 200, Clearwater, FL 33760

 (Address
of principal executive offices) (Zip Code)

 Registrant's
telephone Number: (727) 440-4603

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

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 N/A

 N/A

 N/A

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

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

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

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

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "non-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.

by check mark 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 registered
public accounting firm that prepared or issued its audit report.

 If
the 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.

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 §240.10D-1(b).

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

 The aggregate market value of the voting stock held by non-affiliates
of the registrant was approximately $ 10,500,516 based upon the closing sales price of the registrant's common stock on June
30, 2024 of $0.0071 per share.

 At March 31, 2025, 1,728,349,438 shares
of the registrant's common stock, par value $0.0001 were outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE: NONE

 TABLE
OF CONTENTS

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 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 Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 i

 NOTE
ABOUT FORWARD-LOOKING STATEMENTS

 This
Form 10-K contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control,
which may include statements about our:

 business strategy;

 financial strategy;

 intellectual property;

 production;

 future operating results; and

 plans, objectives, expectations and intentions contained
 in this report that are not historical.

 All
statements, other than statements of historical fact included in this report, regarding our strategy, intellectual property, future operations,
financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking
statements. When used in this report, the words "could," "believe," "anticipate," "intend,"
"estimate," "expect," "project" and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as
of the date of this report. You should not place undue reliance on these forward-looking statements. Although we believe that our plans,
intentions and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can
give no assurance that these plans, intentions or expectations will be achieved. These statements may be found under "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and "Business," as well as in this report
generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under "Risk Factors" and matters described in this report generally. In
light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in
fact occur.

 ii

 PART
I

 ITEM 1.
BUSINESS.

 Organizational
History

 OriginClear, Inc., (the "Company", "OCLN" or
"OriginClear") was incorporated in Nevada on June 1, 2007. Initially focused on research, development, and licensing, the
Company transitioned to commercialization in 2015. Our principal offices are located at 13575 58th Street North, Suite 200, Clearwater,
FL 33760. Our main telephone number is (727) 440-4603. More information is available on our website, www. OriginClear.com, however, the
website content is not incorporated in this report.

 Overview
of Business

 Founded
as OriginOil in 2007, OriginClear rebranded in 2015 to reflect its focus on innovation in the industrial water sector. Operating
as the Clean Water Innovation Hub ("CWIB"), the Company incubates and launches innovative businesses that create value
within the global water industry and beyond. OriginClear is fully dedicated to supporting its subsidiary, Water On Demand, Inc. ("WODI").

 WODI
comprises three distinct operating units, Modular Water Systems ("MWS"), Progressive Water Treatment ("PWT"),
and Water on Demand ("WOD"), the last being a development-stage business.

 PWT:
 This unit generates the largest portion of the Company's revenue by providing engineered
 water treatment solutions and custom treatment systems.

 MWS: Holds an exclusive master license which includes three active patents and related intellectual property ("IP"). In April 2023, an independent valuation estimated the nominal value of the IP at between $26.6 million and $53.2 million. MWS's product offerings are uniquely differentiated by this IP, further enhanced by proprietary knowledge and best-in-class business practices.

 WOD: Unit in development that aims to offer private business water
self-sustainability as a service – allowing them to pay for water treatment and purification services on a per-gallon basis –
a model commonly known as Design-Build-Own-Operate ("DBOO"). The Company is currently preparing for a showcase of this model.

 Recent Developments

 In 2023, OriginClear consolidated three operating
divisions into WODI.

 Water
Businesses

 As the Clean Water Innovation Hub ("CWIH"), the
Company develops and incubates businesses to create value within the global water industry and related sectors. The CWIH's mission
is to establish valuable assets, spin them off into independent entities, and thereby contribute to the overall growth of the industry
and beyond.

 Following the termination of the proposed business combination, the
Company continues to focus on its core objectives. It intends to identify, develop and potentially launch new ventures, as it previously
did with MWS in 2018 and WODI in 2021. The Company may also pursue strategic acquisitions, building on the experience gained from its
2015 acquisition of PWT, and is open to exploring opportunities outside the water sector.

 Water On Demand

 Through its subsidiary WODI, the Company is developing
an outsourced water treatment business known as WOD, operated through its subsidiary, WODI. The WOD model aims to offer customers water
self-sustainability as a service – allowing them to pay on a per-gallon basis for managed wastewater treatment services rather than
incurring significant upfront capital equipment acquisition costs. This approach, generally known as DBOO, provides an alternative to
conventional on-site wastewater treatment solutions requiring substantial initial investments.

 The Company is currently evaluating opportunities
for outsourced water treatment as a managed service, featuring pay-by-the-gallon pricing. It announced agreements with Enviromaintenance
, a water services company, and Klir, a utility network software provider, to support a WOD pilot program in the mobile home
park sector. Under this model, WODI may initially build, maintain, and service the water treatment system it finances. As the program
expands, WODI intends to rely on regional water service providers to perform these functions.

 WODI intends to delegate the building and operation of WOD-Financed
systems to regional water companies under performance contracts, thus creating a network of partners that can enable rapid scaling and
establish a competitive barrier to entry. At the time of this filing, WODI made its first acquisition of personnel resources, hiring veteran
C-Level Executive, James Woloszyn as its Chief Operating Officer. The Company intends to scale as it expands by acquiring further staff
or independent resources. WODI's other divisions, PWT and MWS together employ 20 people. Otherwise, WODI's Board of Directors
and executive officers are currently the same as those of OriginClear, and WODI obtains administrative support from OriginClear under
a management services arrangement.

 On February 15, 2024, the Company and Fortune Rise Acquisition Corporation
("FRLA") filed a registration statement on Form S-4 with the Securities and Exchange Commission ("SEC") for a
proposed business combination involving WODI. However, on December 12, 2024, WODI and FRLA mutually agreed to terminate the Business Combination
Agreement, as described elsewhere in this filing. For the year ending December 31, 2023 WODI and FRLA had an Business Combination Agreement.

 On
March 26, 2024, the Company announced a Memorandum of Understanding between MWS and Enviromaintenance to collaborate on the planned WOD
pilot program in the Greater Central Texas Region. On April 9, 2024, the Company announced that Klir, Inc. had been selected to support
the WOD pilot, further bolstering the Company's efforts to provide decentralized water management solutions on a pay-per-gallon
basis. Additional information regarding these developments is available in the Company's publicly filed materials.

 Progressive
Water Treatment Inc.

 PWT, based in Sherman, Texas, designs, builds, and services a broad
range of industrial water treatment solutions. It seeks to provide a comprehensive, end-to-end offer that addresses the increasing corporate
demand for outsourced water treatment.

 PWT designs and manufactures turnkey water treatment systems for municipal,
industrial and pure water applications. Its competitive advantages lie in 25-years' of experience that enables depth of understanding
of each customer's needs and employing multiple technologies – such as chemical injection, media filtration, membranes, ion
exchange, and supervisory control and data acquisition ("SCADA") systems – to deliver complete, customized solutions.

 In
addition to system design and manufacturing, PWT offers ongoing services that include maintenance contracts, retrofits, and replacement
support. The Company also rents equipment under contracts of varying terms.

 Modular
Water Systems

 MWS
provides a distinctive line of prefabricated water transport and treatment systems. Daniel "Dan" Early P.E. leads the MWS
division. On June 25, 2018, Mr. Early granted the Company a worldwide, exclusive, non-transferable license to the underlying MWS technology
and know-how. A subsequent ten-year renewal, effective May 2020, added the right to sublicense the technology and form manufacturing
joint ventures.

 On June 9 th, 2023, Daniel M Early executed the same licensing
agreement with Water on Demand, Inc. and on June 12, 2023, mutually canceled with OriginClear the May 2020 license.

 MWS,
supported by PWT and other fabricators, designs, manufactures, and delivers prefabricated water transport products, marketed under the
EveraMOD brand; and wastewater treatment plant ("WWTP") solutions, sold under the EveraSKID and EveraTREAT
brands. These systems serve a variety of end users – including schools, small communities, institutional facilities, real estate
developments, factories, and industrial parks – that must treat their own wastewater.

 On August 12, 2022, the Company announced the delivery and installation
of its EveraBOX solution for the Beaver Falls Municipal Water Authority in Pennsylvania. EveraBOX, like other MWS products, utilizes
High-Density Polyethylene (HDPE) or Polypropylene (PP) – classified as Structural Reinforced Thermoplastic Pipe (SRTP) materials.
These materials are resistant to supply chain disruptions affecting metal and fiberglass construction.

 On
January 10, 2024, OCLN and Plastic Welding and Fabrication, Ltd. ("PWF"), based in Buda, Texas, announced a MOU for a strategic
partnership between WODI and PWF. PWF currently serves as a key fabricator of durable, patent-based enclosures used by MWS. This MOU
is intended to enhance strategic relationships and enable MWS to build complete water systems at the same location where the enclosures
are manufactured, increasing efficiency and speed. The parties also signed a Letter of Intent ("LOI") setting forth a framework
for a potential WODI acquisition of PWF. If executed, such an acquisition would establish WODI's first in-house manufacturing facility
for MWS and is expected to be accretive. Discussions are at an early stage, and there can be no assurance that a definitive agreement
will be reached.

 On
March 26, 2024, OCLN announced an MOU between MWS and Enviromaintenance of Georgetown, TX to collaborate on sales of standardized systems
in the Greater Central Texas Region. Enviromaintenance, a provider of on-site wastewater treatment and disposal systems, particularly
for the Mobile Home Park ("MHP") industry, will recommend MWS's fully integrated, modular wastewater treatment systems.
These products are intended to offer MHP owners cost effective, reliable, and efficient means of treating their wastewater. Additional
information is available at:

 Patents
and Intellectual Property

 On
June 25, 2018, Dan Early granted the Company a worldwide, exclusive, non-transferable license to intellectual property, which includes
five issued U.S. patents, as well as design software, CAD files, marketing materials, and design and specification documents (collectively
referred to as "Early IP").

 On
May 20, 2020, the license was renewed for an additional ten years, with the possibility of three-year extensions. The renewal also granted
the Company the rights to sublicense the Early IP, and, with approval, to establish ISO-compliant manufacturing joint ventures.

 As part of the sale of MWS assets to WODI on April 14, 2023, the license
to the Early IP was included. On 9 June 2023, Early signed a new, ten-year license agreement with WODI which assigned these rights to
WODI and updated Early's terms of compensation. On June 12, 2023, the May 20, 2020 license with OriginClear was cancelled by mutual
agreement.

 The
Early IP consists of combined protection on the materials and configurations of complete packaged water treatment systems, built into
containers. The patents consist of the following:

 #

 Description

 Patent No.

 Date

Patent

Issued

 Expiration

Date

 Wastewater System & Method

 US 8,372,274 B2

Applications: WIPO, Mexico

 02/12/13

 07/16/31

 Steel Reinforced HDPE Rainwater Harvesting

 US 8,561,633 B2

 10/22/13

 expired

 Wastewater Treatment System CIP

 US 8,871,089 B2

 10/28/14

 expired

 Scum Removal System for Liquids

 US 9,205,353 B2

 12/08/15

 02/19/34

 Portable, Steel Reinforced HDPE Pump Station CIP

 US 9,217,244 B2

 12/22/15

 10/20/31

 On
May 10, 2021, OCLN announced the filing of a patent application titled "System And Method For Water Treatment Incentive",
which utilizes blockchain technology and non-fungible tokens (NFT) to streamline the distribution of payments for outsourced water treatment
and purification services, billed on a pay-per-gallon basis ahead of inflation.

 However,
as of the latest available information up to this filing date, there have been no further public updates regarding the approval status
or implementation of the patent application. The application remains in provisional state, and OriginClear continues to explore blockchain
solutions to enhance payment systems in water treatment services.

 As
demand grows for localized, point-of-use or point-of-discharge water treatment solutions, the MWS licensed IP family has become the foundation
for a portable, integrated, transportable, plug-and-play system. Unlike other packaged solutions, these systems can be manufactured in
series, having a longer lifespan and are more environmentally friendly.

 The
common feature of this IP family is the use of Structural Reinforced ThermoPlastic, for the containers, that offers several advantages:

 Durability: An estimated
 life cycle of 75 to 100-year life years, compared to a few decades for metal and r 40 to 50 years for concrete.

 Ease of Manufacture: The
 manufacturing process for these vessels can be automated.

 Reliability: The materials
 are recyclable and can be made out of biomaterials.

 Patent
No. 8,372,274 specifically relates to the use of vessels or containers made from this material, combined with a configuration of functional
modules or processes for general water treatment.

 Although Patent Nos. 8,561,633
and 8,871,089 have expired, the Company believes they may be reinstated and, in any case, they are not considered core IP:

 Patent
No. 8,561,633 is a stormwater filtration patent not directly related to the MWS business model,

 Patent No. 8,871,089 is a Continuation-in-Part (CIP) of the original Patent No. 8,372,274.

 The original patent, along with Patent No. 9,217,244, forms the basis of the current MWS business, so the status of the
CIP is not considered material.

 Subsequent
patents, which build upon the original claims, focus on more targeted applications. These patents describe specific combinations of modules
engineered within the vessel to address specific water treatment challenges.

 With
the spinoff of WODI and its operating divisions, the Company no longer holds patents directly but retains access to the licensed patents
through WODI. The licensed intellectual property includes three issued US patents, and design software, CAD files, marketing materials,
and design and specification documents. In addition, a consulting agreement with Early provides for assignment of inventions made since
2018.

 The
ORIGINCLEAR trademark application was registered as U.S. Trademark Registration 7,296,730, issued on February 6, 2024. Additionally,
the ORIGINCLEAR logo trademark application was registered as U.S. Trademark Registration 7,296,731, issued on February 6, 2024.

 Other trademarks
in the process of registration include:

 Patents

 Entity

 Serial Number

 Status

 $H20

 90714035

 WATERPRNEUR

 90471071

 CLEARAQUA

 90840903

 THE WATER COIN FOR THE WORLD

 90840920

 WATER - THE BLUE GOLD (Int. TM Class 036 - Crowdfunding)

 97734240

 THE CLEAN WATER INNOVATION HUB

 97616504

 Dead

 ARMY OF US

 98450380

 The Blue Gold (Intl. TM Class 041 - Education, Entertainment and Cultural Services

 97734240

 FINTECH FOR CLEAN WATER

 Water on Demand, Inc.

 98099593

 WATER ON DEMAND

 Water on Demand, Inc.

 98099605

 WATER LIKE AN OIL WELL

 Water on Demand, Inc.

 97616574

 The Company
relies on, and expects to continue relying on, a combination of confidentiality agreements with employees, consultants, and third parties,
as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect its proprietary rights.

 PRODUCTS,
TECHNOLOGY AND SERVICES

 As deteriorating
infrastructure and rising water costs drive businesses toward self-reliance, the Company provides on-site water treatment systems
designed to achieve high levels of purification and recycling that centralized utilities cannot deliver. Installed at the point of
use, these systems serve as productive business assets, enhancing property values and strengthening environmental, social and
governance ("ESG") profiles.

 The Company's portfolio
includes modular, prefabricated, and full-service water, providing scalable and durable solutions that grant greater independence for
industrial, commercial and municipal customers.

 The company organizes its offerings into three primary categories,
aligned with its operating divisions. Water system solution engineering focuses on designing and delivering custom-engineered water treatment
systems for industrial, municipal, and commercial applications. These systems utilize technologies such as reverse osmosis, ultrafiltration,
media filtration, disinfection, water softening, ion exchange, and electro deionization. They can be skid-mounted, rack-mounted, or containerized,
offering adaptable solutions for small to medium-scale projects.

 Modular and prefabricated treatment and conveyance systems include
prefabricated and prepackaged wastewater treatment and conveyance solutions, such as pump and lift stations, modular storage tanks, and
integrated control panels. These systems provide instant infrastructure, reducing installation times and costs while maintaining high-performance
standards. Built using structural reinforced thermoplastics like HDPE, they deliver extended service life, lower long-term replacement
costs, and maintain superior operational efficiency.

 Full-service water systems offer water-as-a-service solutions through
design-build-operate models, allowing customers to pay per gallon rather than making upfront capital investments. These solutions provide
businesses with access to advanced water treatment without large capital expenditures, ensuring long-term operational efficiency with
predictable costs.

 By delivering durable, scalable, and cost-effective solutions, the
company enables businesses to optimize water management while reducing operating costs and environmental impact. The integration of high-performance
materials, automation, and advanced purification technologies ensures that customers achieve superior efficiency, lower upfront costs,
and long-term sustainability in their water treatment operations.

 Market
Opportunity

 Globally, only about 20% of all sewage and 30% of all industrial wastewater
undergo treatment or recycling, while approximately 35% of clean water is lost through leakage. Halving this loss could provide clean
water for an additional 100 million people. This urgent challenge also presents a significant opportunity.

 We
believe businesses can no longer depend solely on large, centralized water utilities. Increasingly, commercial and industrial users are
taking responsibility for their own water treatment and recycling. By installing on-site systems, these businesses secure a tangible
asset that can increase property value, improve water quality, and lower costs – particularly when treated water is reused.

 In
our view, companies that invest in on-site water treatment are quietly establishing 'decentralized water wealth' for themselves
while benefiting their communities. Notable, ESG criteria – which guide roughly one-quarter of all professionally managed investments
worldwide – specifically consider how effectively corporations manage their water resources.

 As
aging infrastructure continues to fail and as the cost of new and replacement infrastructure escalates, we believe engineers and end-users
will seek methods that make water and wastewater systems less expensive to deploy, own and operate. We expect the industry to place increasing
emphasis on materials and delivery models designed for longer intervals between replacements, contributing to more cost-effective and
sustainable solutions.

 Operations &
Markets

 The Company's
ongoing investment in sales expansion and strategic partnerships has materially increased revenues across its core operating units. WODI
has demonstrated rapid scaling, with both PWT and MWS reporting significant revenue increases. PWT continues to expand its share of the
industrial and municipal water treatment markets, achieving a 250% increase in revenue year-over-year in January 2025. Modular Water
Systems has demonstrated even stronger performance, with revenue growing by 552% over the same period, driven by an expanded field sales
network and strengthened partnerships. These increases reflect the Company's strategy to scale operations and increase penetration
in the decentralized water treatment market.

 The Company targets businesses seeking compact, advanced water treatment
technologies that can be shipped directly to the point of use. Through both direct and indirect sales channels, the Company manufactures
and distributes professional-grade water treatment and conveyance systems to a wide range of commercial and industrial customers. End
users include hotels and resorts, real estate housing developments, office buildings, military installations, schools, farms, food and
beverage manufacturers, industrial warehouses, oil and gas producers, and medical and pharmaceutical facilities.

 Under
the MWS brand, the Company designs and prefabricates turnkey, containerized units that support water conveyance, purification, recycling,
and wastewater management. Assembly typically takes place at contract manufacturing sites where the high-density HDPE casings are formed.

 MWS – Field
Network Expansion

 MWS continued to expand its
market reach in Q42024 with the addition of two new product representatives in the South and Southeast regions of the U.S. This expansion
aligns with MWS's broader marketing strategy, which includes strengthening its sales rep network, enhancing digital marketing efforts,
and increasing trade show participation. These initiatives support the Company's goal of achieving full rep coverage east of the
Mississippi by the end of 2025. MWS's recognized revenue grew 5.5X from 2024 to 2025, supported in part by this strategy.

 MWS – Competitive Advantage

 MWS stands apart in the wastewater treatment market
with a powerful combination of speed, innovation, and cost effectiveness. Unlike competitors that require multiple engineering firms
and contractors, MWS delivers a fully engineered, turnkey solution drastically reducing time to market and eliminating inefficiencies.
Visionary, patented designs integrate revolutionary materials that exponentially extend product lifespan, providing unmatched durability
and reliability. With a standardized and commercialized engineering approach, the business model is highly scalable, ensuring seamless
expansion without compromising quality. Even before leveraging vertical integration or strategic partnerships, MWS remains highly price-competitive,
proving that cutting-edge technology and affordability go hand in hand.

 These
on-site modular units enable businesses to achieve water independence by granting them direct ownership and operational control over
water quality. As a result, clients can improve productivity while mitigating environmental, health, and safety risks related to pollution,
contamination and corrosion. A similar advantage applies to the Company's pump station products.

 Modular
water solutions are designed to balance performance and cost-effectiveness, allowing businesses to surpass municipal water quality standards.
This approach may increase the underlying value of their real estate. By serving as a foundational capital improvement, the Company's
water treatment equipment can deliver long-term savings and strengthen the bottom line.

 Customers

 The
Company's customers seek solutions to address aging water and wastewater infrastructure. As traditional, centralized systems become
prohibitively expensive to repair and upgrade, there is growing interest in decentralized, high-quality, small-scale treatment near the
point of generation. Emerging membrane-based technologies and automated analytics enable improved water reuse and efficiency, reducing
both energy consumption and waste. (Source: Lux Research, "The Future of Decentralized Water," June 28, 2016).

 PWT
has over two decades of experience designing and fabricating water treatment systems. Its major customer segments include:

 Municipal
and Community Water: Potable water solutions for small communities.

 Industrial
Processes: Recirculated and makeup boiler and cooling tower water treatment.

 Energy
Sector: Treatment of produced water and frac flowback water.

 Food
and Beverage: Management of feedwater and effluent in processing facilities.

 Mining
Operations: Treatment of mining effluent.

 Groundwater
and Agriculture: Groundwater recovery and agricultural effluent treatment.

 Environmental
Applications: Advanced treatment for water reuse and environmental protection.

 Visualizing the market as a pyramid, the largest metropolitan areas
occupy the top tier due to their scale and complexity, while medium-size cities form the middle segment. The base of the pyramid –
encompassing smaller towns, counties, cities, townships, state agencies, federal agencies, private individuals, commercial entities, and
industrial facilities – represents the broadest and most diverse market opportunity for decentralized, cost-effective water treatment
solutions.

 Sales
and Marketing

 PWT
and MWS employ distinct sale strategies reflecting their respective market approaches. PWT relies primarily on relationships with past
end-use customers and certain manufacturers' representatives who maintain direct connections with regional end users. MWS focuses
on developing relationships with consulting engineers and general contractors.

 As MWS's sales strategies evolve, PWT expects to gain greater
recognition among consulting engineers and general contractors. Both PWT and MWS are working to establish a stronger, nationwide network
of representatives who can leverage their existing relationships with engineers, contractors, and end-use customers.

 With
extensive experience in the water and wastewater market, PWT and MWS bring an in-depth understanding of conventional technologies and
their limitations, new technologies entering the market, and the process by which solutions are specified and implemented. Both divisions
maintain a strong customer-centric approach, seeking first to understand and diagnose customer needs and then to design and deliver
comprehensive solutions.

 Water
industry projects typically move slowly. Given that most product lines for both PWT and MWS represent "pipeline" products,
the gestation period from initial prospect to final contract can span six months to three years. To accelerate and expand the pipeline,
the Company aims to increase the number of sales representatives who have strong relationships with engineers, contractors, and end users,
thereby enhancing overall market reach and opportunity generation.

 Competition

 PWT operates in a market with numerous system integration suppliers
offering solutions based on various technologies, including PureAqua in California, Harn RO in Florida, and Membrane Specialists in Illinois.
Each of these competitors tends to have unique strategic focuses:

 PureAqua:
Over 80% of its business is concentrated in the Middle East

 Harn
RO: Specializes in drinking water systems for medium to large municipalities, primarily in the Southeastern United States.

 Membrane
Specialists: Focuses on tubular membrane technology, carving out a niche in membrane-based solutions.

 These
distinctions reflect not only geographic concentration but also technological specialization and customer type. PWT's share of
the market is shaped by its own regional footprint, strong customer loyalty, niche market focus, and limited sales representation, differentiating
it from these broader players.

 For MWS, a part of PWT's operations, the competitive landscape
is somewhat different. The Company positions itself as a provider of complete water and wastewater treatment systems—alongside pump
stations—utilizing SRTP (Structurally Reinforced Thermoplastic) materials. Unlike companies such as AdEdge in Georgia, which offer
prepackaged metal systems, MWS provides a broader range of hybrid treatment processes. The main indirect competition comes from traditional,
custom-designed onsite facilities built with concrete and steel or, less commonly, fiberglass (all of which have limitations in durability
and detail compared to SRTP).

 While
SRTP pipe manufacturers could theoretically become competitors by selling complete systems, MWS's suppliers do not currently compete
in that manner. With the brief exception of Contech in the past, these suppliers have focused solely on selling pipe rather than integrated
treatment solutions. As a result, MWS enjoys a degree of insulation from direct competitors offering similar SRTP-based, fully integrated
system packages.

 In preparation for the tariffs announced by the Trump Administration,
the Company is planning to ensure that the Progressive Water Systems and Modular Water Systems divisions of Water On Demand, Inc. add
appropriate tariff adjustment to riders and current and future contracts.

 Growth
Opportunities

 As part of its ongoing strategy, WODI continues to expand its sales pipeline
and optimize operational efficiencies, leading to record growth in early 2025. The January 2025 revenue increase of 417% over January
2024 underscores the effectiveness of recent strategic initiatives. Revenue acceleration has been driven by expanded market reach, an
improved sales pipeline, and increased operational efficiencies. Strengthening regional sales and representation has positioned the Company
to capture a greater share of the decentralized water treatment market. Standardizing and streamlining modular system designs has improved
scalability, allowing for more efficient production. Operational improvements, including increased production capacity and supply chain
optimization, have further supported revenue growth. Based on these trends, the Company is well-positioned to continue this momentum,
reinforcing its leadership in the water treatment sector.

 Domestic
versus International

 While
the United States market presents significant potential, it represents only about 5% of the global population. Vast regions around the
world remain underdeveloped, lacking effective water and wastewater treatment infrastructure. By leveraging joint ventures and other
strategic partnerships, the Company could export its decentralized treatment technologies internationally. Expanding into these underserved
markets can potentially drive substantial revenue growth as global demand for effective and efficient water treatment systems continues
to climb.

 Standardization

 MWS
is actively working to standardize designs and commoditize product engineering. Instead of custom-engineering each new project from scratch,
MWS aims to create universal technical packages and design templates that can be reused repeatedly. This approach reduces engineering
overhead, cuts lead times and lowers overall project costs. The target is to drive engineering expenses down to less than 1% per unit,
with a long-term ambition of pushing this figure below 0.1%. By streamlining design work through computer-driven algorithms and robust
standardization, MWS intends to enhance profitability and accelerate production scalability.

 Sharing
Technology & Projects

 PWT
and MWS each focus on different contaminant classes within the water treatment spectrum. PWT excels at removing suspended solids, oils,
metals, and dissolved salts, while MWS specializes in eliminating organic contaminants. Many challenging wastewater streams—such
as those from large animal farms—contain both organic and inorganic pollutants. By integrating MWS's capabilities to remove
organic matter with PWT's expertise in purifying dissolved inorganics, the Company can provide a more comprehensive, end-to-end
water treatment solution.

 This synergy
creates a stronger, more versatile product portfolio. It not only addresses more complex and varied customer needs but also opens the
door to new market opportunities. Through leveraging each other's strengths, both PWT and MWS stand to benefit, ultimately enhancing
the Company's competitive positioning and growth potential.

 Facilities
and Equipment

 Manufacturing
Operations

 WODI
conducts its primary manufacturing operations through its subsidiary, PWT, at a leased facility located at 5225 W. Houston, Sherman,
Texas 75092. The approximately 21,300 square-foot facility is leased from NICK & SON'S CONSTRUCTION LLC under a multi-year commercial
lease agreement. The lease commenced on July 1, 2024, and extends for 61 months, with an option to renew for an additional 60-month term.
The rent schedule and expense reimbursements are detailed in the signed lease documents, which are consistent with standard commercial
lease practices.

 This facility provides the necessary space for in-house engineering,
design, fabrication, assembly, and quality control. PWT's engineers and designers employ advanced 3D CAD software to create detailed
system plans. The team also develops programs control systems, including PLC-based interfaces, enabling efficient remote monitoring and
management of the water treatment units. Skilled craftsmen on-site handle metal and plastic machining, welding, and system assembly, ensuring
that much of the manufacturing process remains under WODI's direct control.

 Engineering
and Design

 MWS,
another subsidiary of WODI, benefits from both internal and external engineering resources, led by engineer Daniel Early. In addition
to leveraging PWT's internal engineering and fabrication capabilities, MWS supplements its design work with specialized external
engineering firms. Outsourced 2D and 3D design services assist in maintaining a library of standardized drawings and proposals. This
flexible approach ensures MWS can scale its engineering resources efficiently, matching project demands as needed.

 Contract
Manufacturing and Materials

 MWS's
specialized manufacturing, including the production of proprietary HDPE enclosures and sub-assemblies (such as membrane modules, equipment
skids, and integrated control panels), is partially outsourced. These contract manufacturers, located across North America—including
in Roanoke, Virginia; Ontario, Canada; Hopkins, Missouri; Corsicana, Texas; and Vernon Hills, Illinois—support the fabrication
of key system components. Standard system parts such as pumps, membranes, and instrumentation are procured from established vendors,
ensuring a reliable supply chain and consistent product quality.

 The core
materials for MWS's systems are structurally reinforced thermoplastic pipes ("SRTP"), available in diameters up to
11 feet. These pipes, sourced from multiple suppliers, serve as vessels or housings for water treatment systems. Because they are produced
for high-volume markets, these pipes are both economical and readily available.

 Equipment
and Efficiency

 WODI continuously
seeks to improve its manufacturing efficiency and product quality through the acquisition of specialized equipment. This includes CNC
waterjets, large-diameter core drills, fusion welders, and roto-molders. These investments in tooling and machinery allow for accelerated
production times, enhanced customization, and improved quality control of the final product.

 In summary,
WOD's current leased facility and its integrated network of internal and external engineering, manufacturing, and supply-chain
partners provide a robust platform to meet present and future production requirements efficiently and cost-effectively

 Advisory
Support for OriginClear

 The Company receives advisory support from affiliated, experienced
business professionals, listed under the Company's Board of Advisors.

 In September 2020, OriginClear entered into a strategic agreement with
PhilanthroInvestors and was subsequently listed in its Water PhilanthroInvestors program. Concurrently, OriginClear appointed PhilanthroInvestors
founder, Mr. Ivan Anz, and then-CEO, Mr. Arte Maren, to its Board of Advisors. Recently, PhilanthroInvestors appointed Mr. Skye Dayton
as CEO, replacing Mr. Maren. While Mr. Maren no longer serves as CEO, he continues to support PhilanthroInvestors in an advisory capacity.

 On January 30, 2025, PhilanthroWealth, the successor organization to
PhilanthroInvestors, accepted the cancellation of its Finder and Consulting agreements. The related advisory appointments were also eliminated.

 $H2O

 On
May 10, 2021, OriginClear filed a patent application for its "System And Method For Water Treatment Incentive", which integrates
blockchain technology and non-fungible tokens ("NFTs"). This system is designed to streamline and simplify the distribution
of payments for outsourced water treatment and purification services. The services are billed on a pay-per-gallon basis, providing a
hedge against inflation under the WOD program.

 On
May 16, 2021, the Company applied for a trademark for $H2O (also referred to as H2O) as the blockchain system representing this activity,
under an "Intent-to-Use" basis pursuant to Trademark Act Section 1(b).

 On June 10, 2021, Ricardo Fabiani Garcia, an investor
and experienced technologist, was appointed to the Company's Board of Advisors to provide guidance on the roadmap and resource planning
for the $H2O project.

 On Jan 17, 2022, OriginClear was granted full trademark
protection by Australian Intellectual Property Office for use of $H2O in Australia and New Zealand.

 On May 3, 2022 Notice of Allowance was granted to
OriginClear by USPTO for use of $H2O mark in Intl. Classes 09, 36 and 42 governing blockchain based software, Dapps and digital applications
for providing and managing cryptocurrency goods and services such as managing transactions, wallets and smart-contracts based transactions.

 On May 6, 2022 OriginClear was granted trademark protection
for $H2O by European Union Intellectual Property Office.

 On August 16, 2022 OriginClear was granted trademark
protection by Great Britain for use of $H2O in the United Kingdom.

 On August 25, 2022 OriginClear was granted trademark
protection by the Intellectual Property Office of Mexico for $H2O in Mexico.

 On September 22, 2022 OriginClear was issued a grant
of trademark protection by the Japan Patent for $H2O in Japan.

 On February 27, 2023 OriginClear was granted trademark
protection by the Korean Intellectual Property Office for $H2O use in Korea.

 On July 19, 2023 OriginClear was granted trademark
protection by the Canadian Intellectual Property Office for $H2O in Canada.

 Note:
Neither the Water On Demand program nor the Company's current business operations depend on blockchain technology, operational
goals are achievable through traditional financial systems.

 New
Role of the Company

 The
Company, in its role as the CWIH, seeks to create, incubate or accelerate businesses in the water industry and potentially other sectors.

 The Company
intends to achieve growth by partnering with or developing businesses where it may take equity positions in addition to earning management
fees.

 We believe
our primary strength lies in helping such businesses secure capital through retail corporate development, achieve commercial proof of
concept, scale operations, and pursue mergers and acquisitions.

 Identifying
suitable candidates for this strategy may prove challenging. Even if identified, there is no assurance these ventures will achieve commercial
success. The Company's primary focus for the foreseeable future remains the financing, development, and support of its Water
On Demand, Inc. subsidiary.

 Employees

 As of the date of this filing, the Company employs 34 full-time employees.

 ITEM
1A. RISK FACTORS

 Risks
Relating to Our Business

 We
have not been profitable.

 We
were formed in June 2007 and are currently developing Water On Demand, a new business model designed to address identified market demand.
As we have not achieved profitability, we face substantial risks, uncertainties, expenses and challenges. To address these risks, we
must:

 Successfully execute our business strategy;

 Respond effectively to competitive developments; and

 Attract, integrate, retain and motivate qualified personnel.

 There
is no assurance we will operate profitably or maintain adequate working capital to meet our obligations as they become due. Investors
should consider the risks and challenges typically faced by early-stage companies, especially in rapidly evolving markets. If we are
unable to successfully execute our strategy or mitigate these risks, our business, prospects, financial condition, and results of operations
could be materially and adversely affected.

 We
have a history of losses and can provide no assurance of our future operating results.

 We have experienced net losses and negative cash flows from operating
activities since our inception, and we expect these losses and negative cash flows to continue in the foreseeable future. As of December
31, 2024, and 2023, we had a working capital deficit of $(45,437,508) and $(32,249,892), respectively, and a shareholders' deficit
of $(54,857,588) and $(39,263,958), respectively.

 For the years ended December
31, 2024, and 2023, we reported a net loss of $(18,970,789) and $(11,625,783), respectively. Additionally, we recorded a loss from operations
of $(7,125,809) for the year ended December 31, 2024.

 As of December 31, 2024, we had an aggregate accumulated deficit of
$(137,393,744).

 We may never achieve profitability.

 Our independent registered public accountants'
opinion on our December 31, 2024, audited financial statements includes an explanatory paragraph regarding substantial doubt about our
ability to continue as a going concern. Our continued operations depend on our ability to raise capital through financing transactions
and generating sufficient future sales.

 There can be no assurance that we will successfully achieve these objectives,
and failure to do so could materially and adversely impact on our business, financial condition, and operating results.

 We
will need significant additional capital, which we may be unable to obtain.

 Revenues
from our operations are not currently sufficient to sustain our business, and we will require significant additional capital to continue
operations. There is no assurance that additional financing will be available when needed or on terms acceptable to us. Failure to secure
financing may require us to reduce or cease operations entirely.

 We may seek
capital through debt or equity financing. Equity financing is likely to dilute existing stockholders, and newly issued securities may
include preferences, superior voting rights, or other terms favorable to new investors. Additionally, the issuance of warrants, convertible
notes, or incentive equity awards may result in further dilution and non-cash expenses that negatively impact our financial condition.

 Raising capital
can also involve substantial costs, including investment banking, legal, and accounting fees, along with other related expenses. Market
conditions, combined with our history of losses, may impair our ability to obtain financing or increase its cost.

 Furthermore, we have outstanding convertible preferred stock with variable
conversion prices, and certain prior investors may be entitled to make good shares. The conversion of such preferred stock into common
stock will result in additional dilution to existing stockholders. If we are unable to raise sufficient capital or generate adequate revenues,
we may be forced to further reduce operations or cease operations entirely.

 We
have incurred substantial indebtedness.

 As of December 31, 2024, we had $23,981,331 in outstanding convertible
promissory notes, including $21,363,639 in current secured notes, $597,944 in other current notes, and $2,019,748 in long-term notes.
Many of these notes are convertible at a discount, which could dilute stockholders and impact our stock price.

 Our
debt obligations may strain cash flow, limit funds for operations, and increase default risk if we cannot meet payment terms. High leverage
may also reduce financial flexibility, restrict borrowing, and make it harder to compete.

 We
may incur additional debt, which could worsen these risks and further constrain our financial position.

 Our
revenues are dependent upon acceptance of our technology and products by the market; the failure of which would cause us to curtail or
cease operations.

 We expect that a significant portion of our future revenues will come
from the sale or license of our technology and systems. Until we can successfully generate such revenues, we will continue to incur operating
losses.

 There
is no assurance that businesses or prospective customers will adopt our technology and systems or agree to pay for the prices or license
fees necessary to support our operations. If we fail to develop a sufficient customer base or secure adequate pricing for our products,
our financial condition, results of operations, and prospects will be materially and adversely affected.

 We
will need to increase the size of our organization and may experience difficulties in managing growth.

 We operate as a small company with a minimal number of employees. To
address potential growth and market opportunities, we anticipate a significant expansion in headcount, facilities, infrastructure, and
overhead. This growth will place added responsibilities on management, including identifying, recruiting, integrating and retaining qualified
personnel.

 Our
ability to compete effectively and improve future financial performance will depend, in part, on how successfully we manage this growth.
Failure to do so could negatively impact our operations and business prospects.

 We
may not successfully license our technology or commercialize our products, which could result in continued losses and may require us
to curtail or cease operations.

 We
are currently developing our new business model, Water On Demand. However, we cannot predict when, or if, we will achieve profitability.
There is no assurance that we will develop our systems quickly enough to meet market demands or that our systems will gain market acceptance.

 If we fail
to successfully develop, commercialize, or achieve market adoption for the Water On Demand business model, we will continue to incur
losses, which may require us to curtail or cease operations.

 If
a competitor were to achieve a business breakthrough, our operations and business could be adversely impacted.

 Several businesses
currently deliver turnkey "water-as-a-service" systems. If a competitor achieves a significant breakthrough, we may face
difficulties attracting customers and generating sales. Competitors with greater resources, including capital, technology, or market
presence, may gain a significant advantage, negatively impacting our competitive position.

 Additionally, as we are the master licensee of only three current patents,
we may not be able to prevent the development of competing technologies that use similar methods, materials, or procedures. These competitive
pressures could limit our ability to attract customer licenses or generate royalties and fees, which could materially and adversely affect
our business, financial condition, and results of operations.

 Our
long-term success depends on developing a novel outsourcing model, and we face the risks inherent in a performance-based business model.

 While our
engineering and technology divisions are profitable, our success relies on the development of Water On Demand, a new business in the
Design-Build-Own-Operate sector. There is no assurance that we will generate revenue from the financing and management of these systems.

 A significant
portion of our revenue depends on the performance and oversight of these systems, as well as the successful operations of our operating
partners. This exposes us to risks outside of our control, including:

 Dependence
on the management and operational capabilities of our partners; and

 The
cyclicality of supply and demand for end-products ties to this business model.

 If our managed
contracts fail to achieve profitability, our payments may decline, adversely impacting our results of operations, cash flows, and financial
condition. Such impacts could be material.

 We
rely on strategic partners.

 We
depend on strategic partners to manage our planned outsourced systems. If our partners do not view us as significant to their business,
they may reduce their commitment to us, terminate their relationship, pursue competing partnerships, or develop or acquire competing
processes. Any of these actions could materially and adversely affect our business, operations, and financial condition.

 A
lack of government subsidies may hinder the usefulness of our technology.

 We assemble and sell complete engineered solutions and products utilizing
the expertise of PWT and MWS. Government subsidies that benefit in the industries we serve can vary and may be reduced or eliminated,
which could materially and adversely impact our business. Similarly, more stringent regulations could increase compliance costs or create
additional barriers, further negatively affecting our business operations and financial condition.

 The
industries in which we operate may endure deflationary cycles, affecting our ability to sell and license our systems.

 Deflationary
events, including industry sector downturns or economic collapses, could materially and adversely affect demand for our systems, limiting
our ability to generate revenue from sales or licenses and negatively impacting our business, financial condition, and results of operations.

 If
we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.

 Our
success relies heavily on attracting and retaining skilled scientific, engineering, and management professionals. We are particularly
dependent on T. Riggs Eckelberry, whose contributions have been integral to the development of our technology and business. The loss
of Mr. Eckelberry's services could significantly impact our operations. As Mr. Eckelberry does not have an employment agreement with
us, there is no guarantee of his continued association. His leadership remains crucial as we further develop our technology and work
toward profitable commercialization. The departure of Mr. Eckelberry or other key personnel could hinder our ability to compete, advance
our technology, and execute our business strategies effectively.

 Competition
from other companies in our market may affect the market for our technology.

 The entry
of new companies into our market continues to increase competition. Established domestic and foreign companies with longer experience
in prefabricated or modular water systems or DBOO models often have greater financial and operational resources. These competitors may
benefit from superior capabilities in employee recruitment and retention, manufacturing, and marketing, providing them with a competitive
edge. Additionally, competitors may strengthen their market positions through asset acquisitions and expansions. If we or our customers
cannot compete effectively or respond to these competitive pressures, our operational results and financial condition could be materially
affected.

 Risks
Related to Our Intellectual Property

 Failure
to establish, maintain and enforce intellectual property rights may negatively impact our financial condition, operations and business.

 Our
ability to protect intellectual property acquired under the master license is crucial to our financial and operating performance. We
rely on trade secrets, copyright laws, and external patent licensing, supplemented by confidentiality agreements and restrictions on
disclosing proprietary know-how.

 Although
we protect our technology as trade secrets and technical know-how, these methods offer less legal protection than patents. Only patents
can prevent others from using independently developed similar technology. Competitors gaining access to or surpassing our trade secrets
through observation or other means could diminish their value.

 Despite implementing
systems to safeguard confidentiality, these measures may not provide sufficient protection. While we require employees, consultants,
advisors, and partners to sign non-disclosure agreements, we cannot guarantee their effectiveness. Additionally, technology deployed
at customer sites may be observable by third parties without non-disclosure agreements, limiting its protection as a trade secret.

 Enforcing
intellectual property rights is challenging and may require costly litigation with uncertain outcomes, diverting resources and management
attention.

 The perceived
strength of our intellectual property is critical to the value of our customer licenses. Failure to secure and enforce intellectual property
could hinder customer acquisition and materially impact our business, financial condition, and prospects.

 Although
we have filed various patent applications for some of our original technologies, some have been abandoned or transferred. In certain
cases, we have opted to protect our intellectual property through a trade secrets policy.

 Although
we have filed various patent applications for some of our original technologies, some have been abandoned or transferred. In certain
cases, we have opted to protect our intellectual property through a trade secrets policy.

 We safeguard
our intellectual property using a combination of patents and trade secrets. However, trade secrets do not provide the same level of protection
as patents, and patents may not guarantee meaningful protection or commercial advantage. In the U.S., patents only offer protection for
20 years from the filing date, and delays in patent issuance reduce the enforcement period. Additionally, the claims in issued patents
may not be broad enough to prevent others from developing similar technologies or achieving comparable results.

 Our ability
to license and exploit technology under our patents may also be constrained by the intellectual property rights of others. Numerous U.S.
and foreign-issued patents and pending patent applications in our field may have priority over our applications, potentially leading
to invalidation or limitations on our rights. Furthermore, our competitors could challenge the validity or enforceability of any patents
that are issued from our applications.

 These risks
may impact our ability to protect and commercialize our intellectual property effectively, which could have a material adverse effect
on our business and operations.

 We
may face claims that we are violating the intellectual property rights of others.

 We may encounter
claims from direct competitors, other water companies, scientists, or research institutions asserting that our business models, technology,
or the commercial use of such technology infringe on their intellectual property rights. As we have not conducted infringement, freedom-to-operate,
or landscape analyses, we cannot be certain that our technologies and processes do not violate the rights of others. These claims may
increase as we grow our market profile and begin generating revenue.

 We may also
face infringement claims from employees, consultants, agents, or outside organizations involved in developing our technology. Although
we have sought to protect ourselves through contractual provisions, these may not be sufficient, and these parties may claim full or
partial ownership of the intellectual property in the technology they developed for us.

 If we are
found to infringe on others' intellectual property rights, we could incur significant costs to implement work-around solutions,
which may not be feasible or technically equivalent to our current technology. In such cases, we might need to license third-party intellectual
property, which may not be available on acceptable terms or at all. Failure to resolve such issues could result in substantial monetary
judgments or injunctions that might force us to cease operations.

 Even if we are not infringing on others' intellectual property
rights, we could still incur substantial costs defending ourselves against such claims. Additionally, if our license agreements require
us to indemnify our customer licenses for claims related to intellectual property infringement, we may bear significant costs defending
and indemnifying them. These disputes, even if meritless, could divert management attention and resources. Parties bringing claims may
have greater resources, potentially leading us to settle claims we might otherwise successfully defend.

 Any claims alleging intellectual property infringement, whether against
us or our customer licenses, could materially and adversely impact our financial condition, business operations, and results.

 Risks
Related to Our Common Stock

 Our
common stock may be diluted through the issuance of additional shares, convertible securities, warrants or options.

 To raise capital, we have issued common stocks, convertible securities
(such as convertible debentures, convertible preferred stock, and notes), and warrants, some of which include anti-dilution and similar
protections. Additionally, we have issued incentive compensation to employees and directors. Shares of common stock are reserved for issuance
upon the exercise of these securities, and we may increase the number of reserved shares in the future.

 Issuing
additional common stock, convertible securities, options, and warrants may reduce the percentage ownership of existing stockholders,
apply downward pressure on the market price of our stock, trigger adjustments to the conversion and exercise prices of outstanding notes
and warrants, and potentially obligate us to issue additional shares to certain stockholders. These actions could affect the rights of
current stockholders and the overall value of our common stock.

 Our
chief executive officer holds the majority of the voting power of our shareholders.

 T. Riggs
Eckelberry, as the holder of our Series C Preferred Stock, controls 51% of the voting power of the Company's shareholders. This
gives Mr. Eckelberry the ability to determine the outcome of all shareholder matters, which may result in decisions that differ from
the interests of other shareholders.

 We
have created various series of preferred stock and our articles of incorporation allow for our board to create additional new series
of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common
stock.

 Our
Board of Directors has the authority to determine the rights and preferences of preferred stock and to issue additional shares without
requiring approval from stockholders. This includes the creation of new series of preferred stock with preferential rights that could
adversely affect the rights of common stockholders.

 Our
issuance of common stock upon conversion of preferred stock may dilute stockholder ownership.

 We currently have an outstanding series of preferred stock convertible
into common stock, including a series with variable conversion prices. In some cases, these entitlements include the issuance of make-good
shares to certain prior investors (see Note 3 – Preferred Stock). The conversion of these preferred shares into common stock will
dilute the holdings of existing common stockholders, which may negatively impact the market price of our common stock.

 There
is a limited public market for our common stock.

 Our
common stock is not listed on any national securities exchange, making it more difficult for investors to buy or sell shares compared
to stocks traded on an exchange. While our common stock is quoted on the OTC Pink, this inter-dealer, over-the-counter market offers
significantly less liquidity than national exchanges like the NASDAQ Capital Market.

 The
limited liquidity may adversely affect the trading volume and price of our common stock. Additionally, the lack of a national exchange
listing may make our stock less appealing for margin loans, institutional investments, and use as consideration in future capital-raising
transactions or other purposes.

 The
price of our common stock is volatile, which may lead to investment losses.

 The market
for our common stock is highly volatile, with significant fluctuations driven by factors such as quarterly variations in operating and
financial results, as well as general economic and market conditions. Additionally, statements or changes in opinions, ratings, or earnings
estimates from brokerage firms or industry analysts regarding our industry or company could adversely impact our stock price.

 This volatility
may result in investment losses for our stockholders. Historically, periods of significant stock price fluctuations have often led to
securities class action litigation. If such litigation is brought against us, it could result in substantial legal costs and consume
management's time and resources, potentially impacting our operations.

eligible for future sale may adversely affect the market.

 Certain
stockholders may sell their shares of common stock in the open market under Rule 144 of the Securities Act of 1933, as amended, subject
to certain limitations. Generally, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to
the current public information requirement. Affiliates, however, are subjected to additional restrictions, including volume limitations,
manner of sale rules, (for equity securities), and notice requirements under Rule 144.

 Substantial
sales of our common stock under Rule 144 could negatively impact the market price of our shares, potentially causing a material adverse
effect.

 Our
stock is subject to the penny stock rules, which may restrict resale and reduce liquidity.

 Our common
stock is classified as a "penny stock" under Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended.
Generally, a penny stock is any equity security with a market price below $5.00 per share, unless it meets specific exceptions such as
being listed on a qualifying national securities exchange, issued by a registered investment company, or meeting SEC exemptions based
on price or the issuer's net tangible assets.

 As a penny
stock, our shares are subject to SEC rules that impose additional sales practice requirements on broker-dealers. These rules affect transactions
involving individuals other than established customers or accredited investors, making it more burdensome for broker-dealers to trade
our shares.

 These restrictions
may reduce the liquidity and trading volume of our common stock, potentially limiting resale opportunities and adversely affecting its
market price.

 Financial
Industry Regulatory Authority, Inc. ("FINRA") sales practice requirements may limit a shareholder's ability to buy
and sell our common shares.

 In
addition to the "penny stock" rules, the Financial Industry Regulatory Authority, Inc. ("FINRA") has implemented
rules requiring broker-dealers to ensure that recommended investments are suitable for their customers. Before recommending speculative,
low-priced securities like our common stock to non-institutional customers, broker-dealers must make reasonable efforts to gather information
about the customer's financial status, tax status, investment objectives, and other relevant details.

 FINRA has
indicated that speculative, low-priced securities are often unsuitable for many customers. These requirements increase the difficulty
for broker-dealers to recommend our stock, potentially restricting shareholders' ability to buy or sell shares and negatively affecting
the market for our stock.

 If
we fail to maintain effective internal controls over financial reporting, our stock price may be negatively impacted.

 We
are required to establish and maintain effective internal controls over financial reporting. Weaknesses or failures in these controls
could adversely affect our ability to provide accurate and reliable public disclosures about our business, financial condition, and results
of operations.

 Management's
assessment of our internal controls may identify deficiencies that require correction or remediation, potentially raising concerns among
investors. Any actual or perceived weaknesses in our internal controls or disclosures regarding their status could adversely affect investor
confidence and, consequently, the market price of our common stock.

 We
are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely
manner, our business could be harmed, and our stock price could decline.

 Under Section
404 of the Sarbanes-Oxley Act, we are required to conduct an annual assessment of our internal controls over financial reporting. For
certain issuers, this includes an attestation of the assessment by an independent registered public accounting firm. Meeting these evolving
and complex standards involves significant documentation, testing, and remediation efforts, resulting in substantial ongoing expenses
and resource allocation.

 It is challenging
to predict the time and cost required to assess and remediate our internal controls over financial reporting each year. Delays or difficulties
in completing this process could prevent timely compliance. Although attestation requirements by our independent registered public accounting
firm do not currently apply to us, we may become subject to them in the future, potentially leading to further challenges in implementing
necessary changes.

 If our Chief
Executive Officer or Chief Financial Officer determines that our internal controls are not effective as defined under Section 404, we
may face regulatory scrutiny or adverse market reactions. Such outcomes could negatively impact investor confidence and the market value
of our stock.

 We
do not intend to pay dividends on our common stock.

 We
do not anticipate paying cash dividends on our common stock in the foreseeable future. Even if we have sufficient funds to legally pay
dividends, our board of directors may choose, at its discretion, not to declare or pay dividends.

 The declaration
and amount of any future dividends will depend on various factors, including our operating results, cash flows, financial condition,
capital requirements, and other considerations deemed relevant by our board of directors. Additionally, our outstanding series of preferred
stock are entitled to dividends before any dividends can be paid to holders of our common stock.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 Not
applicable.

 ITEM
2. PROPERTIES.

 Our
principal corporate offices are located at 13575 58th Street North, Suite 200, Clearwater, FL 33760.

 Our subsidiary, PWT,
operates from a 21,300-square-foot facility at 5225 W. Houston Street, Sherman, TX 75092. This facility includes a manufacturing area
for water treatment equipment and a warehouse to expand in-stock filtration and pump inventory.

 We
believe these facilities are suitable and adequate for our current business requirements.

 ITEM
3. LEGAL PROCEEDINGS.

 On March 5, 2024, Process Solutions, Inc. ("PSI")
filed a lawsuit against PWT in the Court of Common Pleas in Hamilton County, Ohio alleging breach of contract and seeking damages. The
matter has since been resolved and closed, with no resulting claims or counterclaims by either party. Otherwise, the Company has no legal
proceedings.

 ITEM 4.
MINE SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

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

 Our
common stock is quoted on the OTC Markets Pink Open Market under the symbol "OCLN".

 The
market price of our common stock is highly volatile, reflecting trends common to technology companies. It fluctuates in response to variations
in operating results, announcements of technological innovations or new products, or other events or factors. Our stock price may be
influenced by broader market trends and conditions unrelated to our specific performance.

 Holders

 As of March 31, 2025, we had approximately 791 holders of record of
our common stock. This figure does not include beneficial owners whose shares are held by brokers, dealers, or registered clearing agencies
on their behalf.

 Dividend
Policy

 We have never
paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. Our intention is to retain future earnings,
if any, to support ongoing operations and fund future capital requirements.

 Any decision
to pay cash dividends in the future will be at the discretion of our board of directors and will depend on factors such as our financial
condition, results of operations, capital needs, and other considerations deemed relevant by the board. Additionally, we have various
series of preferred stock outstanding that are entitled to receive dividends before any dividends can be paid on our common stock.

 Recent
Sales of Unregistered Securities

 During the fiscal year ended December 31, 2024, there were no sales
of unregistered securities except for those previously disclosed in our quarterly reports on Form 10-Q and current reports on Form 8-K
filed with the SEC. Additionally, our subsidiary, Water on Demand Inc., engaged in activities under a Regulation A offering during this
period.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM 6.
RESERVED.

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

 The
following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in
this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve
risks and uncertainties. See "Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated
with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements
as a result of many factors, including those set forth under "Risk Factors" and elsewhere in this Annual Report on Form 10-K.

 Critical
Accounting Policies

 The
SEC defines "critical accounting policies" as those requiring management's most challenging, subjective or complex
judgments, often involving estimates of inherently uncertain matters that may change over time.

 While
not all accounting policies involve such judgements or estimates, the following policies meet the SEC's definition of critical
accounting policy.

 Recently
Issued Accounting Pronouncements

 Management adopted a recently issued accounting pronouncement during
the year ended December 31, 2024, as disclosed in the Notes to the consolidated financial statements included in this report.

Recognition

 We
recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists,
title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably
assured.

 Revenues
and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance
with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated
profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations).
All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the
event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates
during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions
for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance,
job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements,
may result in revisions to costs and income, which are recognized in the period the revisions are determined.

 Use
of Estimates

 The preparation of the consolidated financial statements in accordance
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and
expenses, as well as the disclosure of contingent assets and liabilities. Actual results may differ from these estimates.

 Significant estimates include evaluations of
goodwill and long-lived asset impairments, revenue recognition for percentage-of-completion contracts, allowances for uncollectible accounts,
inventory valuation, valuations of non-cash capital stock issuances, and valuation allowances on deferred tax assets. These estimates
are based on historical experience and other assumptions deemed reasonable under the circumstances. They form the basis for management's
judgments regarding asset and liability carrying values. Changes in assumptions or conditions could result in materially different actual
outcomes.

 Fair
Value of Financial Instruments

 The
fair value of financial instruments requires disclosure of fair value information, whether or not recognized in the balance sheet, when
practicable to estimate.

 As
of December 31, 2024, the reported amounts for cash, prepaid expenses, accounts payable and accrued expenses approximate their fair value
due to their short maturities.

and Cost of Sales

 Revenue for the years ended December 31, 2024, and 2023 was $5,541,635
and $6,708,178, respectively. Cost of goods sold for the same periods was $4,568,923 and $6,081,683, respectively.

 Operating
Expenses

 Selling
and Marketing Expenses

 Selling and marketing expenses for the years ended December 31, 2024,
and 2023 were $2,834,900 and $2,564,800, respectively. The increase was primarily due to higher marketing and promotional costs.

 General
and Administrative Expenses

 General and administrative expenses for the years ended December 31,
2024, and 2023 were $5,263,621 and $4,684,527, respectively. The increase was due to higher personnel related expenses and outside services,
including stock-based compensation.

 Depreciation
Expense

 Depreciation
expense for the years ended December 31, 2024, and 2023 was $81,037 and $30,333, respectively.

 Other
Income and Expense

 Other (expense) increased by $6,842,029 to $(11,844,980)
for the year ended December 31, 2024, compared to $(5,002,951) for the year ended December 31, 2023. The increase was due to an $8,744,712
increase in loss on net change in derivative liability and conversion of debt, a $746,878 increase in interest and dividend expense, and
a $2,350,366 impairment of receivable from SPAC. These were partially offset by a $1,861,728 gain on redemption of stock, a $30,646 gain
on write-off of loans payable, and other adjustments related to fair value changes in investment securities and settlements.

 Net
Loss

 Our net loss increased by $7,345,006 to $(18,970,789)
for the year ended December 31, 2024, compared to a net loss of $(11,625,783) for the year ended December 31, 2023.

 The increase in net loss was primarily due to
higher other income and expense items, including the net change in derivative instruments which are remeasured each period.

 These estimates are based on multiple inputs,
including the market price of our stock, interest rates, stock price volatility, variable conversion prices defined in the respective
agreements, and probabilities of certain outcomes based on management's estimates. Because these inputs are subject to significant
fluctuations, the estimated fair value of derivative liabilities will vary from period to period, and the impact may be material.

 Liquidity
and Capital Resources

 Liquidity refers to the ability of a company to
generate funds to support current and future operations, meet obligations, and maintain ongoing business operations. Key factors influencing
liquidity include funds generated from operations, management of accounts receivable and payable, and capital expenditures.

 The accompanying consolidated financial
statements have been prepared assuming a going concern, which contemplates the continuity of operations and realization of assets
and liabilities in the ordinary course of business. However, substantial doubt exists regarding our ability to continue as a going
concern due to significant working capital and shareholders' deficits.

 As of December 31, 2024, we had cash of $550,884
compared to $488,830 as of December 31, 2023.

 Our working capital deficit increased to $(45,437,508) from $(32,249,892),
primarily due to an increase in convertible promissory notes and accrued expenses.

 The shareholders' deficit was $54,857,588
as of December 31, 2024.

 Net cash used in operating activities was $(3,565,872) for the year
ended December 31, 2024, compared to $(5,513,658) in 2023. The decrease was primarily due to changes in accrued expenses, contract liabilities,
and working capital management.

 Net cash used in investing activities was $(2,289,866)
in 2024, compared to $(3,746,985) in 2023, primarily reflecting the purchase of SPAC notes payable.

 Net cash provided by financing activities was $5,917,792 in 2024, compared
to $8,394,659 in 2023, primarily from proceeds of secured promissory notes and preferred stock offerings.

 During 2024, we raised $1,107,000 through preferred stock offerings
and $2,767,701 through convertible secured promissory notes. While these funds have supported near-term operations, our ability to continue
as a going concern depends on additional capital infusion. Management anticipates obtaining further funding from existing and new investors
but cannot guarantee such funds will be available or on favorable terms.

 Although
proceeds from the issuance of convertible debt and revenue from operations are currently sufficient to fund near-term expenses, we will
need to raise additional funds to expand our operations. Future financing may involve equity or debt securities, which could dilute existing
stockholders or include senior rights. If we are unable to secure additional financing, we may need to reduce operations, curtail development
plans, or cease operations entirely.

 While
management believes current resources, growing revenues, and the ability to raise funds will support operations in the immediate future,
there is no assurance that these assumptions will materialize. Failure to obtain additional funding may limit our ability to sustain
operations and meet obligations.

 Recent
Trends

 Known
trends, demands, commitments, events, or uncertainties that could reasonably affect the accuracy or reliability of reported financial
information as an indicator of future operating results are discussed throughout this report.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition,
revenues, and results of operations, liquidity or capital expenditures.

 ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not
required for smaller reporting companies.

 ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 All
financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated
by reference.

 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

 Evaluation
of Disclosure Controls and Procedures

 Pursuant
to Rules 13a-15(b) and 15d-15(b) under the Exchange Act, the Company's management, including the principal executive officer and
principal financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report.

 As defined
by Rules 13a-15(e) and 15d-15(e), "disclosure controls and procedures" refer to controls designed to ensure that information
required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the specified
time periods, and that such information is communicated to management to allow timely decisions regarding required disclosures.

 Based on
this evaluation, and due to the lack of segregation of duties resulting from our small staff size, the principal executive officer and
principal financial officer concluded that our disclosure controls and procedures were ineffective as of the period's end. This deficiency
could result in delayed or incomplete recording, processing, or communication of required disclosures.

 To mitigate
this deficiency, we performed additional analysis and post-closing procedures to ensure that the consolidated financial statements in
this report are prepared in accordance with generally accepted accounting principles (GAAP). Management believes that, despite the identified
deficiency, the financial statements included in this report fairly present, in all material respects, our financial condition, results
of operations, and cash flows for the periods presented.

 Management's
Report on Internal Control Over Financial Reporting

 Our management
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under
the Exchange Act. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, using
the criteria established in the Internal Control-Integrated Framework (2013) by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO").

 A significant
deficiency is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe
than a material weakness but important enough to merit the attention of those overseeing the registrant's financial reporting.

 Management
identified deficiencies related to the lack of segregation of duties due to the small size of the Company's staff and the need
for a stronger internal control environment. While these deficiencies do not constitute material weaknesses, they could potentially affect
the Company's ability to maintain effective internal controls. Due to the cost/benefit considerations, the small staff size may continue
to limit the implementation of certain controls, such as adequate segregation of duties.

 To mitigate
the identified deficiency, the Company has implemented additional resources and internal controls to strengthen its control environment.
Management will continue to monitor and assess the effectiveness of internal controls as part of ongoing efforts to ensure compliance
with financial reporting requirements.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes in the Company's internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act, during
the year ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.

 Limitations
on Internal Controls

 Management
recognizes that the design and evaluation of disclosure controls and procedures are inherently limited. No control system, no matter
how well-designed or operated, can provide absolute assurance of achieving its objectives.

 The effectiveness
of disclosure controls and procedures is further influenced by resource constraints, requiring management to exercise judgment in balancing
the benefits of potential controls against their associated costs. Accordingly, disclosure controls and procedures are designed to provide
only reasonable assurance of their effectiveness.

 No
Attestation Report by Independent Registered Accountant

 The
effectiveness of our internal control over financial reporting as of December 31, 2024 has not been audited by our independent registered
public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

 ITEM 9B.
OTHER INFORMATION.

 None.

 ITEM 9C.
DISCLORES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not
applicable.

 PART
III

 ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 EXECUTIVE
OFFICERS, DIRECTORS AND KEY EMPLOYEES

 The
following table sets forth the names and ages of the members of our board of directors and our executive officers and the positions held
by each.

 Name

 Age

 Position

 T. Riggs Eckelberry

 Chief Executive Officer, Chairman of the Board of Directors, Secretary, Treasurer, and President

 Chief Financial Officer

 James Woloszyn

 Chief Operating Officer

 Stephen Hall

 Director (Audit Committee Chairman)

 Anthony Fidaleo

 Director (Resigned as of January 30, 2025)

 Jean-Louis Kindler

 Byron Elton

 T.
Riggs Eckelberry - Chief Executive Officer, Chairman of the Board of Directors, Secretary, Treasurer, and President

 Mr. Eckelberry
has served as Chief Executive Officer, Chairman, Secretary, Treasurer, and President of the Company since its inception in June 2007.
As a co-founder, he brings extensive experience in technology management and leadership to the Blue Technology sector.

 From 2005
to 2006, as President and COO of CyberDefender Corporation, Mr. Eckelberry was instrumental in developing the Company's product
line, securing initial funding, and achieving a NASDAQ IPO. Between 2001 and 2005, he founded and led TechTransform, a technology consulting
firm, where he contributed to the successful launch and turnaround of various technology companies.

 In 2004,
he was part of the team that commercialized YellowPages.com, culminating in its $100 million sale to SBC/BellSouth. In 2003, as General
Manager of Panda Software's U.S. unit, he established the Company as a significant player in the U.S. market. During the 1990s,
Mr. Eckelberry played pivotal roles in the tech industry, contributing to the global success of the software product CleanSweep and overseeing
the sale of MicroHouse Technologies to Earthweb as its Chief Operating Officer. He was also a key member of the team that facilitated
the sale of venture-backed TriVida to a division of ValueClick (VCLK).

 Earlier in
his career, Mr. Eckelberry worked in the non-profit sector, earning a master's license for oceangoing vessels.

 As a veteran
executive and one of the Company's founders, Mr. Eckelberry's extensive experience and strategic insights are invaluable
to the board of directors.

 Prasad
Tare – Chief Financial Officer

 Mr. Tare
was appointed Chief Financial Officer in June 2021. He brings over 15 years of experience in public accounting, financial reporting,
and risk and internal controls advisory services. His expertise includes conducting company-wide risk assessments to enhance focus on
critical areas and improving the efficiency and effectiveness of audit activities.

 Mr. Tare
began his career at PwC India, where he was part of the financial statement assurance teams for various multinational companies. In 2004,
he transitioned to the United States, working with top regional and national public accounting and consulting firms. His experience includes
leading external audit engagements for prominent public companies such as Steve Madden, The United Retail Group, and Double-Take Software.

 James Woloszyn – Chief Operating Officer

 Mr. James is an experienced operations executive
with a track record of leading large-scale business transformations across multiple industries. He has held senior leadership roles at
global corporations, including Boeing, HP, HPE and Northwestern Mutual, where he specialized in optimizing operations, implementing best
practices, and driving financial and strategic growth.

 Before joining Water on Demand in January 2025,
James served as President and General Manager of Blackbird Vineyards, where he led a successful turnaround, improving profitability, increasing
revenue, and restructuring activities for long-term stability. He also held the role of Vice President, HR Strategy, Finance, and Organizational
Excellent at Northwestern Mutual, where he developed enterprise-wide strategies and operational frameworks to enhance efficient and performance.

 James holds a Bachelor of Science degree in
Genetics and Advanced Biology from the University of Witwatersand. He also completed studies in Business Administration at the Segal
School of Business, Simon Fraser University from 20025 to 2008 and earned a Diploma in Management in Advanced Technology from Simon Fraser
University in 2003.

 Anthony
Fidaleo – Director

 Mr. Fidaleo served as a director from June 2012
through January 30, 2025. He has operated his own accounting and consulting practice since 1992, primarily serving as acting CFO or senior
consultant for public companies ranging from startups to Fortune 500s. From 2005 to 2009, he was CFO, COO, Executive VP, and a board member
of iMedia International, Inc., a publicly traded interactive content company. Previously, he spent a decade in public accounting (1982–1992),
primarily with BDO Seidman, LLP, where he was a senior audit manager. Mr. Fidaleo is a California CPA (inactive) and holds a B.S. in Accounting
from California State University, Long Beach. His extensive accounting and financial background supported his role on our board. Mr. Fidaleo
was succeeded by Stephen Hall as of January 30, 2025.

 Stephen Hall – Director & Audit Committee Chairman

 Mr. Hall was appointed as a Director and Chairman
of the Audit Committee on January 30, 2025, replacing Anthony Fidaleo. He brings over 30 years of experience from Robert Hall & Associates,
a California-based tax accounting firm, where he serves as CEO and Board Member. He has advised more than 2,500 companies and 7,500 families.
Mr. Hall also coaches aspiring fund managers through Fund Launch Partners' Black Card Program.. He has worked with startups in tech,
real estate, and food sectors, and sourced early-stage deals with the Pasadena Angels. His expertise spans tax strategy, financial planning,
risk management, real estate, private equity, and M&A. He holds a B.S. in Marketing and Management Consulting from USC and has been
an IRS Enrolled Agent since 2001.

 Jean-Louis
Kindler – Director

 Mr. ("JL") Kindler has served as
our director since December 2013. As President of OriginClear Technologies, he led the commercialization of OriginClear's breakthrough
water treatment technology. Since 2019, he has been the CEO of Clean Energy Enterprises Inc., established to commercialize the Blue Tower
biomass-to-hydrogen system he helped develop two decades ago in Japan. Mr. Kindler is a veteran of 25 years as both a top executive and
engineer in environmental technologies. Before OriginClear, JL was co-founder and Chief Technology Officer of Ennesys, the Company's
French joint venture, where he designed its patent-pending waste-to-energy system. Earlier, as founding CEO of MHS Equipment, a French
nanotechnologies equipment manufacturing firm (42 M, 360 employees in 2008), he led the development of a breakthrough fuel cell
process. And earlier still, his twenty-year career in Japan gave him unique insight into fast-growing Asian markets. There, as principal
of technology incubator Pacific Junction, JL completed various assignments. These included technology sourcing for the French industrial
group GEC-Altshom, building the first commercial unit of the Blue Tower (to which he has recently returned in its now-fourth generation),
and market development for a fluid mixing technology that helped inspire early OriginClear inventions. Mr. Kindler holds a Master's
in Economics and Public Policy from the Institute of Political Science in Lyon, France, and an MBA in International Management in Paris.
Mr. Kindler's executive and management experience, and past involvement in the Company's technology and operations, qualifies
him to serve as a member of our board of directors.

 Byron
Elton – Director

 Mr. Elton has served as our director since January
2014. Mr. Elton is an experienced media and marketing executive with a proven record in pioneering new business development strategies
and building top-flight marketing organizations. Since June 2018, he has been President of Elton Enterprises, Inc., which is involved
in the wellness, fitness and health sector. Elton is currently opening six StretchLab Studios in the Los Angeles and Seattle markets
(stretchlab.com). He is a co-founder since June 2017 of Pardue Associates, operating monsho, a brand-centric, creative communications
agency focused on delivering results. From 2013 to 2017, Mr. Elton was a partner of Clear Search, an executive search firm. Prior to
that, from 2009 until 2013, Mr. Elton served as President and Chief Executive Officer of Carbon Sciences, Inc. ("Carbon Sciences")
(OTCBB: CABN) and has served as Chairman of Carbon Sciences since March 2009. Carbon Sciences is an early-stage company developing a
technology to convert earth destroying carbon dioxide into a useful form that will not contribute to greenhouse gas. Mr. Elton previously
served as Senior Vice President of Sales for Univision Online from 2007 to 2008. Mr. Elton also served for eight years as an executive
at AOL Media Networks from 2000 to 2007, where his assignments included Regional Vice President of Sales for AOL and Senior Vice President
of E-Commerce for AOL Canada. His broadcast media experience includes leading the ABC affiliate in Santa Barbara, California in 1995
to 2000 and the CBS affiliate in Monterrey, California, from 1998 to 1999, in addition to serving as President of the Alaskan Television
Network from 1995 to 1999. Mr. Elton studied Advertising and Marketing Communications at Brigham Young University. Mr. Elton's
executive and management experience qualifies him to serve as a member of our board of directors.

 Family
Relationships

 There
are no family relationships among any of our directors and executive officers.

 Legal
Proceedings

 During
the past ten years, none of our directors or executive officers has been:

 the
subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time;

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

 subject
to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal
or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business,
securities or banking activities;

 found
by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law;

 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, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) 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 (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 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 (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.

 Election
of Directors

 Our
directors serve until the expiration of their elected term and until a successor has been duly elected and qualified.

 Board
Independence

 Our board of directors currently consists of four
members. As we are not a listed issuer, we are not subject to specific director independence standards. However, using the definition
of "independent director" under Section 5605(a)(2) of the NASDAQ Capital Market rules, Stephen Hall, Jean-Louis Kindler, and
Byron Elton qualify as independent directors.

 Board
of Directors Meetings and Attendance

 The
Board of Directors held four meetings in 2024 and also took actions through unanimous written consent. All Board members attended each
meeting. The Company does not have a formal policy regarding director attendance at the annual meeting of stockholders.

 Committees
of the Board of Directors

 The
Company has established an audit committee and a compensation committee; however, no, members have been nominated to these committees
at this time. To date, the entire Board of Directors has carried out all duties and responsibilities which might be contemplated by a
committee.

 Code of
Ethics

 We
have adopted a Code of Business Conduct and Ethics applicable to all our directors, officers, employees. The Code of Ethics is available
on our website at

 Board
Leadership Structure and Role in Risk Oversight

 We have not
adopted a formal policy regarding whether the Chairman and Chief Executive Officer positions should be separate or combined. However,
we have traditionally determined that combining these roles serves the best interests of the Company and its shareholders. Mr. Eckelberry
has served as both Chairman and Chief Executive Officer since our inception in 2007. Given the small size of the Company, we believe
this structure is currently the most effective.

 Our board
of directors regularly receives and reviews reports from management, auditors, legal counsel, and other relevant parties regarding the
Company's assessment of risks. The board focuses on the most significant risks facing the Company, our overall risk management
strategy, and ensuring that the risks we undertake align with the Board's risk appetite.

 While the
Board provides oversight of risk management, day-to-day risk management processes are the responsibility of management. We believe this
division of responsibilities is the most effective approach for addressing the risks facing the Company.

 ITEM 11.
EXECUTIVE COMPENSATION.

 The
following table sets forth the compensation to our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer for
the years ended 2024 and 2023:

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards

 Non-Equity
 Incentive Plan

 Non-qualified
 Deferred
 Earnings

 All Other

 Total

 Name and Principal Position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 T. Riggs Eckelberry,

 2024

 420,000

 -

 -

 420,000

 Chairman of the Board, Secretary & Treasurer, President and CEO

 2023

 370,000

 50,000

 -

 -

 3,000

 420,000

 Prasad Tare,

 2024

 180,000

 -

 -

 180,000

 Chief Financial Officer

 2023

 180,000

 18,750

 -

 -

 3,000

 201,750

 Outstanding
Equity Awards at 2024 Fiscal Year-End

 There
were no stock options outstanding as of December 31, 2024.

 Employment
Agreements

 The
Company does not currently have an employment agreement with its Chief Executive Officer, who received an annual salary of $420,000.
Bonus payments, if any, are determined at the discretion by the Board of Directors. For the year ended 2024, the CEO received a bonus
in the amount of $0.

 Similarly,
the Company does not have an employment agreement with its Chief Financial Officer, who is paid an annual salary of $180,000. For the
year ended 2024, the CFO received a bonus in the amount of $0.

 Employee
Benefit Plans

 Beginning
on June 1, 2008, we implemented a company health plan for our employees.

of Directors

 Our
current directors presently do not receive monetary compensation for their service on the board of directors. Directors may receive compensation
for their services in the future and reimbursement for their expenses as shall be determined from time to time by resolution of the board
of directors.

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

 The
following table sets forth certain information regarding the beneficial ownership of our common stock as of April
17, 2024, by (i) each director, (ii) each named executive officer, (iii) all directors and executive officers as a group, and
(iv) each person who beneficially owns more than five percent of our common stock. Beneficial ownership is determined in accordance with
the rules of the SEC. The percentage ownership of each beneficial owner is based on 1,517,699,125 outstanding shares of common stock.
Except as indicated, each person listed below has sole voting and investment power with respect to the shares set forth opposite such
person's name.

 Name and Title of Beneficial Owner (1)

 Number of
 Beneficially
 Owned

 Percentage
 of Shares

 T. Riggs Eckelberry, Chief Executive Officer, Chairman, Secretary, Treasurer, President (2)

 *

 Prasad Tare, Chief Financial Officer

 1,903,439

 *

 Anthony Fidaleo, Director

 *

 Byron Elton, Director

 *

 Jean-Louis Kindler, Director

 *

 Directors and executive officers as a group (5 persons)

 1,903,777

 *

 Ronald Von Soosten

 131,760,346

 7.88
 %

 Marc Stevens

 156,455,264

 9.35
 %

 *

 Less than 1%

 (1)

 The address of each director
 and named executive officer listed above is c/o OriginClear, Inc., 13575 58th Street North, Suite 200, Clearwater, FL 33760.

 (2)

 Mr. Eckelberry also owns
 all the 1,000 outstanding shares of our Series C preferred stock which entitles Mr. Eckelberry to 51% of the total voting power on
 all shareholder matters of the Company. The ownership of these shares is conditioned on the holder's continued position as
 CEO.

 On March
15, 2017, the Company filed a Certificate of Designation with the Secretary of State of Nevada for its Series C preferred stock, designating
1,000 shares of authorized preferred stock as Series C preferred stock. Each share of Series C preferred stock has a par value of $0.0001
per share. The Series C preferred shares do not carry a dividend rate, have no liquidation preference, and are not convertible into common
stock.

 For as long
as any Series C preferred stock remains issued and outstanding, the holders of these shares, voting as a separate class, possess voting
power equal to 51% of the total voting rights of the Company. This supermajority voting power is determined by the majority of the issued
and outstanding shares of Series C preferred stock.

 The Series
C preferred shares are subject to automatic redemption by the Company at their par value upon the occurrence of either of the following
events: (i) the date on which Mr. Eckelberry ceases, for any reason, to serve as an officer, director, or consultant of the Company;
or (ii) the date on which the Company's common stock begins trading on a national securities exchange, provided that such exchange's
listing rules prohibit preferential voting rights for a class of securities or condition listing upon the elimination of the preferential
voting rights of the Series C preferred stock as outlined in the Certificate of Designation.

 Equity
Compensation Plan Information

 There were no stock option incentive plans outstanding as of December 31, 2024.

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

 Except
as set forth in Item 11 under "Executive Compensation", since January 1, 2020, there has not been, nor is there any proposed
transaction where we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any director,
executive officer, holder of more than 5% of any class of our voting securities, or any member of the immediate family of any of the
foregoing persons had or will have a direct or indirect material interest.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Audit
Fees

 The
following table shows fees that were billed by our independent registered public accounting firm for professional services rendered,
including services rendered for Company subsidiaries, in 2024 and 2023. Audit fees represent fees for professional services performed
by M&K CPAS, PLLC ("M&K") for the audit of our financial statements and the review of our quarterly financial statements,
as well as services that are normally provided in connection with statutory and regulatory filings or engagements. We engaged M&K
as our independent registered public accounting firm on September 30, 2019.

 Fiscal Year

 Audit Fees

 Audit- Related

 Fees

 Tax Fees

 All Other Fees

 2024 – M&K CPAS, PLLC

 $
 119,920

 $
 -

 $
 -

 $
 24,775

 2023 – M&K CPAS, PLLC

 $
 113,250

 $
 -

 $
 -

 $

 Audit-Related
Fees

 We
did not incur assurance or audit-related fees during 2024 and 2023, except for fees related to the Company's Regulation A offering,
which are included under Audit Fees. Additionally, no fees were incurred in connection with the audit of our financial statements, the
review of registration statements, the issuance of related consents, or assistance with SEC comment letters.

 Tax Fees

 We did not incur fees for tax compliance, tax
advice, or tax planning for the fiscal years ended December 31, 2024, and 2023, respectively.

 All Other
Fees

 There
were no fees billed to us by M&K CPAS, as applicable, for services rendered to us during the fiscal years ended December 31,
2024 and 2023, respectively, other than the services described above under "Audit Fees" and "Audit-Related Fees."

 As
of the date of this filing, our current policy is to not engage our independent registered public accounting firm to provide, among other
things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage our
independent registered public accounting firm to provide audit and other assurance services, such as review of SEC reports or filings,
as set forth above.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 SEC Ref. No.

 3.1

 Articles of Incorporation of OriginOil, Inc. filed with the Secretary of State of Nevada on June 1, 2007 (1)

 3.2

 Certificate of Change of OriginOil, Inc. filed with the Secretary of State of Nevada on July 19, 2011 (2)

 3.3

 Certificate of Amendment of OriginOil, Inc. filed with the Secretary of State of Nevada on June 14, 2012 (3)

 3.4

 By-laws of OriginOil, Inc. (1)

 3.5

 Form of Certificate of Amendment of OriginOil, Inc. filed with the Secretary of State of Nevada on August 14, 2014 (4)

 3.6

 Certificate of Amendment of OriginOil, Inc. (5)

 3.7

 Series A Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on October 1, 2015 (6)

 3.8

 Certificate of Designation of Series A Preferred Stock (6)

 3.8

 Series B Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on October 1, 2015 (6)

 3.9

 Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on March 29, 2016 (7)

 3.10

 Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on August 12, 2016 (8)

 3.11

 Series C Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on March 15, 2017 (9)

 3.12

 Certificate of Withdrawal of Certificate of Designation of Series A Preferred Stock of OriginClear, Inc. filed with the Secretary of State of Nevada on March 30, 2017 (10)

 3.13

 Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on April 7, 2017 (11)

 3.14

 Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on June 30, 2017 (12)

 3.15

 Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on December 1, 2017 (13)

 3.16

 Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on April 13, 2018 (17)

 3.17

 Series D Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on April 13, 2018 (17)

 3.18

 Series D-1 Certificate of Designation of OriginClear, Inc. filed with the Secretary of State of Nevada on April 13, 2018 (17)

 3.19

 Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada on August 13, 2018 (18)

 3.20

 Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the 0% Series E Convertible Preferred Stock (19)

 3.21

 Certificate of Designation Establishing the Designations, Preferences, Limitations and Relative Rights of its Series F Preferred Stock (19)

 3.22

 Certificate of Designation of Series G Preferred Stock (20)

 3.23

 Certificate of Designation of Series I Preferred Stock (21)

 3.24

 Certificate of Designation of Series J Preferred Stock (21)

 3.25

 Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada on April 23, 2019 (29)

 3.26

 Certificate of Amendment of OriginClear, Inc. filed with the Secretary of State of Nevada and effective October 25, 2019 (22)

 3.27

 Certificate of Designations of Series K Preferred Stock (23)

 3.28

 Certificate of Designations of Series L Preferred Stock (23)

 3.29

 Amended and Restated Certificate of Designations of Series M Preferred Stock (24)

 3.30

 Certificate of Designations of Series O Preferred Stock (25)

 3.31

 Certificate of Designations of Series P Preferred Stock (25)

 3.32

 Certificate of Designation of Series Q Preferred Stock (26)

 3.33

 Certificate of Designation of Series R Preferred Stock (27)

 3.34

 Certificate of Designation of Series S Preferred Stock (28)

 3.35

 Certificate of Designation of Series T Preferred Stock (14)

 3.36

 Certificate of Designation of Series U Preferred Stock (15)

 3.37

 Fourth Amended and Restated Certificate of Designation of Series V Preferred Stock (30)

 3.38

 Certificate of Designation of Series W Preferred Stock (16)

 3.39

 Certificate of Amendment to Articles of Incorporation (29)

 3.40

 Certificate of Designation of Series X Preferred Stock (31)

 3.41

 Certificate of Designation of Series Y Preferred Stock (32)

 3.42

 Certificate of Designation of Series Z Preferred Stock (33)

 4.1

 Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act

 21.1

 Subsidiaries of the Registrant

 31.1

 Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 31.2

 Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 32.1

 Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**

 32.2

 Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**

 *

 Filed herewith

 **

 Furnished herewith

 Exhibits incorporated by reference are
hyperlinked to their respective filings on the SEC's EDGAR database.

 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.

 ORIGINCLEAR, INC.

 By:

 /s/ T Riggs
 Eckelberry

 T Riggs Eckelberry

 Chief Executive Officer

 (Principal Executive Officer)

 By:

 /s/

 Chief Financial Officer

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

 By:

 /s/
 T Riggs Eckelberry

 T Riggs Eckelberry

 Director and Chief Executive Officer

 By:

 /s/

 Chief Financial Officer

 By:

 /s/
 Anthony Fidaleo

 Anthony Fidaleo

 By:

 /s/
 Jean-Louis Kindler

 Jean-Louis Kindler

 By:

 /s/
 Byron Elton

 Byron Elton

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm PCAOB ID Number 2738

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Shareholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements - Audited

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

Stockholders of OriginClear, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of OriginClear, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations,
stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related consolidated
notes (collectively referred to as the 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, 2024 and 2023, and the results of its operations and its
cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted
in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements,
the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters are also described in Note 1. The consolidated financial statements 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.

 Critical Audit Matter

 The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions
on the critical audit matter or on the accounts or disclosures to which it relates.

 Revenue Recognition

 As discussed in Note 2, the Company recognizes
revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to
receive in exchange for those products or services.

 Auditing management's evaluation of agreements
with customers involves significant judgment, given the fact that some agreements require management's evaluation and allocation
of the standalone transaction prices to the performance obligations.

 To evaluate the appropriateness and accuracy of
the assessment by management, we evaluated management's assessment in relationship to the relevant agreements.

 /s/ M&K CPAS, PLLC

 We have served as the Company's auditor
since 2019.

 The Woodlands, TX

 March 31, 2025

 F- 2

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 550,884

 $
 488,830

 Contracts receivable, net

 2,503,416

 1,509,506

 Fair value investment in securities

 31,646

 36,166

 Contract assets

 1,246,080

 455,102

 TOTAL CURRENT ASSETS

 4,332,026

 2,489,604

 Net property and equipment

 55,869

 146,736

 NET PROPERTY AND EQUIPMENT

 55,869

 146,736

 OTHER ASSETS

 Security deposit

 19,051

 -

 Investment in SPAC Common Stock

 -

 400,000

 Receivable on sale of asset

 -

 99,000

 ROU asset, net

 580,393

 -

 Fair value investment-securities

 3,200

 3,200

 Trademark

 -

 4,467

 TOTAL OTHER ASSETS

 602,644

 506,667

 TOTAL ASSETS

 $
 4,990,539

 $
 3,143,007

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Accounts payable and other payable

 $
 2,008,791

 $
 1,982,693

 Accrued expenses

 5,501,360

 2,877,673

 Cumulative preferred stock dividends payable

 589,768

 523,403

 Contract liabilities

 4,111,797

 1,346,366

 Lease liability

 96,113

 -

 Customer deposit

 -

 146,453

 Warranty reserve

 50,000

 20,000

 Line of credit

 -

 178,808

 Secured loans payable

 -

 141,341

 Loans payable, current

 150,000

 147,217

 Related party loan

 238,046

 Tax liability 83 (b)

 13,600

 13,600

 Derivative liabilities

 14,651,326

 7,742,759

 Series F 8% Preferred Stock, 50 and 60 shares issued and outstanding, respectively

 50,000

 60,000

 Series G 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively

 Series I 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively

 Series K 8% Preferred Stock, 297.15 and 307.15 shares issued and outstanding, respectively, respectively

 297,150

 307,150

 Convertible secured promissory notes (Note 6)

 21,363,639

 16,729,089

 Convertible promissory notes, net of discount of $ 0 and $ 0, respectively

 597,944

 2,472,944

 TOTAL CURRENT LIABILTIES

 49,769,534

 34,739,496

 Long Term Liabilities

 Convertible promissory notes, net of discount of $ 0 and $ 0, respectively

 2,019,748

 144,747

 Lease liability, non-current

 501,123

 -

 TOTAL LONG TERM LIABILITIES

 2,520,871

 144,747

 TOTAL LIABILITIES

 52,290,405

 34,884,243

 COMMITMENTS AND CONTINGENCIES (Note 13)

 Series J Convertible Preferred Stock, 210 and 210 shares issued and outstanding, respectively

 210,000

 210,000

 Series L Convertible Preferred Stock, 320.5 and 320.5 shares issued and outstanding, respectively

 320,495

 320,495

 Series M Preferred Stock, 40,300 and 40,300 shares issued and outstanding, respectively

 1,007,500

 1,007,500

 Series O 8% Convertible Preferred Stock, 185 and 190 shares issued and outstanding, respectively

 185,000

 190,000

 Series P Convertible Preferred Stock, 30 and 30 shares issued and outstanding

 30,000

 30,000

 Series Q 12% Convertible Preferred Stock, 410 and 420 shares issued and outstanding, respectively

 410,000

 420,000

 Series R 12% Convertible Preferred Stock, 1,473 and 1,608 shares issued and outstanding, respectively

 1,473,000

 1,608,000

 Series S 12% Convertible Preferred Stock, 110 and 120 shares issued and outstanding, respectively,

 110,000

 120,000

 Series U Convertible Preferred Stock, 270 and 270 shares issued and outstanding, respectively

 270,000

 270,000

 Series W 12% Convertible Preferred Stock, 696.50 and 886.5 shares issued and outstanding, respectively

 696,500

 886,500

 Series Y Convertible Preferred Stock, 28.2 and 24.6 shares issued and outstanding, respectively

 2,845,227

 2,460,227

 7,557,722

 7,522,722

 SHAREHOLDERS' DEFICIT

 1,000 and 1,000 shares of Series C issued and outstanding, respectively

 -

 -

 Preferred stock, $ 0.0001 par value, 650,000,000 shares authorized 31,500,000 and 31,500,000 shares of Series D-1 issued and outstanding, respectively

 3,150

 3,150

 Common stock, $ 0.0001 par value, 16,000,000,000 and 16,000,000,000 shares authorized 1,672,117,519 and 1,399,782,046 equity shares issued and outstanding, respectively

 167,213

 139,978

 Subscription payable for purchase of equipment

 -

 Additional paid in capital - common stock

 85,399,199

 81,949,274

 Noncontrolling interest

 ( 3,033,244
)

 ( 2,239,493
)

 Accumulated other comprehensive loss

 ( 132
)

 ( 132
)

 Accumulated deficit

 ( 137,393,744
)

 ( 119,216,735
)

 TOTAL SHAREHOLDERS' DEFICIT

 ( 54,857,588
)

 ( 39,263,958
)

 TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

 $
 4,990,539

 $
 3,143,007

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

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 Twelve Months Ended

 2024

 2023

 $
 5,541,635

 $
 6,708,178

 Cost of goods sold

 4,568,923

 6,081,683

 Gross profit

 972,712

 626,495

 Operating expenses

 Selling and marketing expenses

 2,834,900

 2,564,800

 General and administrative expenses

 5,263,621

 4,684,527

 Total Operating expenses

 8,098,521

 7,249,327

 Loss from Operations

 ( 7,125,809
)

 ( 6,622,832
)

 OTHER INCOME (EXPENSE)

 Other income

 118,475

 127,448

 Impairment of receivable from SPAC

 ( 2,350,366
)

 ( 4,029,985
)

 Gain on write off of loans payable

 30,646

 218,064

 Unrealized loss on investment securities

 ( 4,521
)

 9,842

 Preferred stock incentive compensation

 -

 ( 576,618
)

 Conversion and settlement value added to note purchase agreements

 ( 1,866,849
)

 ( 8,108,589
)

 Gain on redemption of common stock

 1,861,728

 7,499,390

 (Loss) gain on net change in derivative liability and conversion of debt

 ( 6,908,567
)

 1,836,145

 Interest and dividend expense

 ( 2,725,526
)

 ( 1,978,648
)

 TOTAL OTHER (EXPENSE)

 ( 11,844,980
)

 ( 5,002,951
)

 Net loss

 $
 ( 18,970,789
)

 $
 ( 11,625,783
)

 BASIC AND DILUTED loss per share from continuing operations

 $
 ( 0.01
)

 $
 ( 0.01
)

 WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED

 1,576,429,514

 1,285,642,179

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

 F- 4

 CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
DEFICIT

 TWELVE
 MONTHS ENDED DECEMBER 31, 2023

 Additional

 Other

 Preferred
 stock

 Mezzanine

 stock

 Paid-in-

 Subscription

 Comprehensive

 Noncontrolling

 Accumulated

 Equity

 Capital

 Payable

 loss

 Interest

 Deficit

 Total

 Balance at December 31, 2022

 31,501,000

 $
 3,150

 $
 10,866,772

 1,013,369,185

 $
 101,337

 $
 82,745,503

 $

 $
 ( 132
)

 $
 -

 $
 ( 108,966,645
)

 $
 ( 26,016,787
)

 Rounding

 ( 2
)

 Common stock issued for cash
 per equity financing agreement

 -

 -

 -

 20,492,456

 2,050

 139,323

 -

 -

 -

 -

 141,373

 Common stock issued upon
 conversion of convertible promissory note

 -

 -

 -

 55,788,402

 5,579

 161,786

 -

 -

 -

 -

 167,365

 Common stock issued at fair
 value for services

 -

 -

 -

 80,519,927

 8,052

 774,553

 -

 -

 -

 -

 782,605

 of Series O Preferred stock

 -

 -

 ( 40,000
)

 7,722,008

 39,228

 -

 -

 -

 -

 40,000

 of Series Q Preferred stock

 -

 -

 ( 195,000
)

 50,340,392

 5,034

 189,966

 -

 -

 -

 -

 195,000

 of Series R Preferred stock

 -

 -

 ( 1,120,000
)

 250,786,688

 25,079

 1,094,921

 -

 -

 -

 -

 1,120,000

 of Series S Preferred stock

 -

 -

 ( 50,000
)

 8,864,250

 49,114

 -

 -

 -

 -

 50,000

 of Series U Preferred stock

 -

 -

 ( 115,000
)

 19,051,616

 1,905

 113,095

 -

 -

 -

 -

 115,000

 of Series W Preferred stock

 -

 -

 ( 33,000
)

 7,559,934

 32,244

 -

 -

 -

 -

 33,000

 of Series Y Preferred stock

 -

 -

 ( 1,901,500
)

 358,587,063

 35,859

 1,865,641

 -

 -

 -

 -

 1,901,500

 of Series Z Preferred stock

 -

 -

 ( 250,000
)

 61,728,395

 6,173

 243,827

 -

 -

 -

 -

 250,000

 Common stock issued for Series
 O Preferred stock dividends

 -

 -

 -

 869,449

 ( 87
)

 -

 -

 -

 -

 -

 of settlement agreements

 -

 -

 -

 306,434,197

 30,644

 ( 30,644
)

 -

 -

 -

 -

 -

 Common stock issued for alternative
 vesting

 -

 -

 -

 11,584,932

 1,158

 119,382

 -

 -

 -

 -

 120,540

 Redemption of common stock
 for note purchase agreements

 -

 -

 -

 ( 853,916,848
)

 ( 85,391
)

 ( 7,413,999
)

 -

 -

 -

 -

 ( 7,499,390
)

 Issuance of Series A and
 B Preferred stock granted to Series Y investors at fair value

 -

 -

 -

 -

 -

 1,423,341

 -

 -

 ( 846,723
)

 -

 576,618

 Issuance of common shares
 for Reg A for cash

 -

 -

 -

 -

 -

 77,078

 -

 -

 ( 17,078
)

 -

 60,000

 Issuance of Series Y Preferred
 stock through a private placement

 -

 -

 635,450

 -

 -

 -

 -

 -

 -

 -

 -

 Exchange of Series K Preferred
 stock for Series W Preferred stock

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Exchange of Series R Preferred
 stock for WODI secured convertible note

 -

 -

 ( 100,000
)

 -

 -

 -

 -

 -

 -

 -

 -

 Exchange of Series X Preferred
 stock for WODI secured convertible note

 -

 -

 ( 250,000
)

 -

 -

 -

 -

 -

 -

 -

 -

 Return of investment for
 Series Y Preferred stock

 -

 -

 ( 25,000
)

 -

 -

 -

 -

 -

 -

 -

 -

 Issuance of warrants

 -

 -

 -

 -

 -

 325,000

 -

 -

 -

 -

 325,000

 Net
 Loss

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,375,692
)

 ( 10,250,090
)

 ( 11,625,783
)

 Balance at December 31,
 2023

 31,501,000

 $
 3,150

 $
 7,522,722

 1,399,782,046

 $
 139,978

 $
 81,949,274

 $

 $
 ( 132
)

 $
 ( 2,239,493
)

 $
 ( 119,216,735
)

 $
 ( 39,263,958
)

 F- 5

 TWELVE
 MONTHS ENDED DECEMBER 31, 2024

 Preferred
 stock

 Mezzanine

 stock

 Additional

 Paid-in-

 Subscription

 Other

 Comprehensive

 Noncontrolling

 Accumulated

 Equity

 Capital

 Payable

 loss

 Interest

 Deficit

 Total

 Balance
 at December 31, 2023

 31,501,000

 3,150

 $
 7,522,722

 1,399,782,046

 139,978

 81,949,274

 ( 132
)

 ( 2,239,493
)

 ( 119,216,735
)

 ( 39,263,958
)

 Rounding

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1
)

 ( 1
)

 redeemed/cancelled for Note Purchase Agreement

 -

 -

 -

 ( 224,196,748
)

 ( 22,420
)

 ( 1,839,308
)

 -

 -

 -

 -

 ( 1,861,728
)

 stock issued for alternative vesting

 -

 -

 -

 20,937,829

 2,094

 167,503

 -

 -

 -

 -

 169,597

 stock issued for preferred stock conversion incentive

 -

 -

 -

 122,213,744

 12,221

 1,253,602

 -

 -

 -

 -

 1,265,823

 stock issued for conversion of Series O Preferred stock

 -

 -

 ( 5,000
)

 965,252

 4,903

 -

 -

 -

 -

 5,000

 stock issued for conversion of Series Q Preferred stock

 -

 -

 ( 20,000
)

 4,576,458

 19,542

 -

 -

 -

 -

 20,000

 stock issued for conversion of Series R Preferred stock

 -

 -

 ( 135,000
)

 30,496,772

 3,050

 131,950

 -

 -

 -

 -

 135,000

 stock issued for conversion of Series S Preferred stock

 -

 -

 ( 10,000
)

 2,272,728

 9,773

 -

 -

 -

 -

 10,000

 stock issued for conversion of Series W Preferred stock

 -

 -

 ( 200,000
)

 41,715,134

 4,172

 195,828

 -

 -

 -

 -

 200,000

 stock issued for conversion of Series Y Preferred stock

 -

 -

 ( 722,000
)

 169,223,463

 16,922

 705,078

 -

 -

 -

 -

 722,000

 stock issued at fair value for services

 -

 -

 -

 94,777,534

 9,478

 661,805

 -

 -

 -

 -

 671,283

 stock issued for Series O Preferred stock dividends

 -

 -

 -

 1,405,307

 ( 141
)

 -

 -

 -

 -

 -

 stock issued through a Reg A to investors for cash

 -

 -

 -

 7,948,000

 75,660

 -

 -

 -

 -

 76,455

 Issuances
 of Series Y Preferred stock through private placement

 -

 -

 1,107,000

 -

 -

 -

 -

 -

 -

 -

 -

 Exchange
 of Series F Preferred stock for Series Q preferred stock

 -

 -

 10,000

 -

 -

 -

 -

 -

 -

 -

 -

 Exchange
 of Series K Preferred Stock for Series W Preferred stock

 -

 -

 10,000

 -

 -

 -

 -

 -

 -

 -

 -

 Cancellation
 of subscription payable

 ( 100,000
)

 ( 100,000
)

 stock issued through a Reg D to investors for cash

 1,262,500

 1,262,500

 Issuance
 of warrants

 -

 -

 -

 -

 -

 801,230

 -

 -

 -

 -

 801,230

 Net
 Loss

 -

 -

 -

 -

 -

 -

 -

 -

 ( 793,750
)

 ( 18,177,039
)

 ( 18,970,789
)

 Balance
 at December 31, 2024

 31,501,000

 $
 3,150

 $
 7,557,722

 1,672,117,519

 $
 167,213

 $
 85,399,199

 $
 -

 $
 ( 132
)

 $
 ( 3,033,244
)

 $
 ( 137,393,774
)

 $
 ( 54,857,588
)

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

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 Year Ended

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
 ( 18,970,789
)

 $
 ( 11,625,783
)

 Adjustment to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 81,037

 30,333

 Common and preferred stock issued for services

 238,669

 314,846

 Common and preferred stock issued, related party

 432,613

 588,299

 Loss (gain) on net change in valuation of derivative liability

 6,908,567

 ( 1,836,145
)

 Impairment of SPAC common stock

 400,000

 Stock based compensation expense, related party

 169,597

 -

 Stock-based compensation expense

 1,265,823

 Loss on write off of investment

 -

 Preferred stock incentive compensation expense

 -

 576,618

 Debt discount recognized as interest expense

 149,822

 59,900

 Net unrealized (gain) loss on fair value of securities

 4,521

 ( 9,842
)

 Impairment of receivable from SPAC

 2,350,366

 4,029,985

 Conversion and settlement value loss on WODI

 1,866,849

 8,108,589

 Gain on redemption of common stock

 ( 1,861,728
)

 ( 7,499,390
)

 Gain on write off of payable

 ( 30,646
)

 ( 218,064
)

 Loss on sale of asset

 15,134

 -

 Impairment of asset

 4,467

 -

 Change in Assets (Increase) Decrease in:

 Contracts receivable

 ( 993,910
)

 969,619

 Contract asset

 ( 790,978
)

 1,024,389

 Right of use asset

 46,681

 -

 Prepaid expenses and other assets

 -

 Security deposit

 ( 19,051
)

 -

 Change in Liabilities Increase (Decrease) in:

 Accounts payable

 26,098

 ( 1,784,052
)

 Lease liability

 ( 29,838
)

 -

 Accrued expenses

 2,496,845

 1,320,131

 Contract liabilities

 2,765,431

 413,909

 Customer deposit

 ( 146,453
)

 -

 Warranty reserve

 30,000

 -

 Tax liability 83(b)

 -

 ( 2,000
)

 Net cash used in operating activities

 ( 3,565,872
)

 ( 5,513,658
)

 CASH FLOWS USED IN INVESTING ACTIVITIES:

 Purchase of SPAC notes payable

 ( 2,350,366
)

 ( 4,029,985
)

 Paid for investments

 ( 25,000
)

 -

 Payments received on long term asset

 99,000

 301,000

 Purchase of fixed assets

 ( 13,500
)

 ( 18,000
)

 Net cash used in investing activities

 ( 2,289,866
)

 ( 3,746,985
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Payments on loan payable, SBA

 ( 2,682
)

 ( 2,573
)

 Proceeds from line of credit

 -

 345,875

 Payments on line of credit

 ( 178,808
)

 ( 167,067
)

 Proceeds from loans, merchant cash advance

 224,570

 90,000

 Payments on loans, merchant cash advance

 ( 444,585
)

 ( 39,205
)

 Proceeds from loans, related party

 298,000

 -

 Payments on loans, related party

 ( 59,954
)

 -

 Equity financing through the purchase of common shares

 -

 141,373

 Net payments on cumulative preferred stock dividends

 66,365

 107,806

 Proceeds from convertible secured promissory notes

 2,767,701

 6,923,000

 Common stock issued for Reg A cash

 76,455

 60,000

 Common stock issued for Reg D cash

 1,262,500

 -

 Proceeds from issuance of warrants

 801,230

 325,000

 Net proceeds for issuance of preferred stock for cash - mezzanine classification

 1,107,000

 610,450

 Net cash provided by financing activities

 5,917,792

 8,394,659

 NET DECREASE IN CASH AND CASH EQUIVALENTS

 62,054

 ( 865,984
)

 CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD

 488,830

 1,354,814

 CASH AND CASH EQUIVALAENTS END OF PERIOD

 $
 550,884

 $
 488,830

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 Interest and dividends paid

 $
 56,428

 $
 -

 Taxes paid

 $
 -

 $
 -

 SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS

 Common stock issued at fair value for conversion of debt, plus accrued interest, and other fees

 $
 -

 $
 167,365

 Issuance of Series O dividends

 $

 $

 Preferred stock converted to common stock - mezzanine

 $
 1,092,000

 $
 3,704,500

 Exchange of Series R Preferred Stock for WODI secured convertible note

 $
 -

 $

 Exchange from liability to mezzanine

 $
 20,000

 $
 -

 Common stock issued as settlement

 $
 12,221

 $
 30,644

 Exchange of Series X Preferred Stock for WODI secured convertible note

 $
 -

 $
 250,000

 Cancellation of stock payable

 $

 $
 -

 Adoption of ASC 842

 $
 627,074

 $
 -

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

 F- 7

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2024 AND 2023

 1.

 Organization and line
 of business

 Organization

 OriginClear, Inc. (the "Company"),
incorporated in Nevada on June 1, 2007, focuses on developing innovative solutions in the water industry. The Company's principal
office is located at 13575 58 th Street North, Suite 200, Clearwater, FL 33760.

 Subsidiaries and Key Developments

 Progressive Water Treatment, Inc.
("PWT"), acquired on October 1, 2015, specializes in engineered water treatment solutions and is a key revenue contributor.
Modular Water Systems ("MWS"), launched in 2018, designs modular water wastewater treatment systems for decentralized applications
and holds exclusive rights to five patents. Water on Demand, Inc. ("WODI") formed in 2022, integrates multiple divisions
to offer Design-Build-Own-Operate (DBOO) water services, focusing on pay-per-gallon water treatment solutions.

 Line of Business

 OriginClear's mission is to
develop businesses that address industrial water challenges. As the Clean Water Innovation Hub, we operate through: PWT, which
provides custom-engineered water treatment solutions. MWS, which develops proprietary modular water treatment solutions. WODI, a development-stage
business offering outsourced water treatment services under a DBOO model.

 On April 13, 2022, the Board of Directors
approved the spin off its WOD business into a wholly owned subsidiary, WODI. WODI manages project selection, qualification, financing
and long-term management of DBOO service contracts, including assets, contracts, clients, investors, and strategic partners.

 Going Concern

 The consolidated financial statements are prepared on a going concern
assuming continuing operations. However, due to recurring losses and limited cash resources, the Company's auditors have expressed
substantial doubt about its ability to continue as a going concern.

 To address this, management is actively seeking funding
through convertible notes and preferred stock offerings while leveraging revenues from existing purchase orders and outstanding invoices.
While management believes these efforts will support operations, there is no assurance that financing will be available or sufficient.
Future financing may involve restrictive covenants or result in shareholder dilution.

 2.

 Summary of significant
 accounting policies

 This summary provides clarity on the preparation and presentation of
the Company's consolidated financial statements. Management is responsible for their accuracy, integrity, and objectivity. The accounting
policies comply with generally accepted accounting principles in the United States of America ("GAAP") and are applied consistently.

 Principles of consolidation

 The consolidated financial statements include the accounts of OriginClear,
Inc. and its subsidiaries: WODI, PWT, MWS, Water on Demand #1., and OriginClear Technologies, Ltd. All material intercompany transactions
and balances are eliminated in consolidation.

 F- 8

 Cash and cash equivalents

 The Company classifies all highly liquid investments with original
maturities of three months or less as cash equivalents.

 Concentration risk

 Cash balances may, at times, exceed Federal Deposit Insurance Company
(FDIC) limits. As of December 31, 2024, the Company held a cash balance of $ 550,884, with $ 500,440
 in one bank, exceeding the FDIC-insured limit of $ 250,000 per insured bank. Accordingly, $ 250,440
 of the balance was uninsured. The Company has not experienced any losses on uninsured cash balances and considers the credit risk
to be minimal.

 Use of estimates

 The preparation of consolidated financial
statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues, and expenses, as well as the disclosure of contingent assets and liabilities. Significant estimates include impairment and valuation
of long-lived assets, revenue recognition on percentage-of-completion contracts, allowances for uncollectible accounts, warranty reserves,
inventory valuation, derivative liabilities and conversion features, fair value of investments, non-cash stock issuances, and valuation
allowances on deferred tax assets. These estimates are based on historical data and reasonable assumptions. Actual results may
differ under different conditions.

 Net earnings (loss) per share

 Basic earnings (loss) per share is calculated by dividing net
income (loss) attributable to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share adjusts the denominator to include the effect of potentially
dilutive securities such as stock options, warrants, or convertible instruments, if their inclusion is dilutive.

 For the years ended December 31,
2024, and 2023, diluted earnings per share was the same as basic loss per share, as the
inclusion of potential common shares would have been anti-dilutive due to the Company's
net loss.

 Loss per share

 For the Twelve Months Ended

 2024

 2023

 Loss to common shareholders (Numerator)- continuing operations

 $
 ( 18,970,789
)

 $
 ( 11,625,783
)

 Basic and diluted weighted average number of common shares outstanding (Denominator)

 1,576,429,514

 1,285,642,179

 The Company excludes issuable shares
from warrants, convertible notes and preferred stock, if their impact on the loss per share is anti-dilutive and includes the issuable
shares if their impact is dilutive.

 Anti-dilutive
 shares

 Dilutive
 shares

 December 31, 2024

 Warrant shares

 79,142,589

 Convertible Preferred Stock

 31,544,033

 4,597,067,267

 Convertible Notes

 12,927,592,984

 December 31, 2023

 Warrant shares

 Convertible Preferred Stock

 31,544,379

 1,223,483,825

 Convertible Notes

 704,943,029

 F- 9

 Revenue recognition

 The Company recognizes revenue in
accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services
is transferred to the customer, which occurs either at a point in time or over time, depending on the nature of the performance obligations
in the contract. For product sales, revenue is recognized at the time of shipment, provided that evidence of an arrangement exists, title
and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably
assured. For construction contracts, revenues and related costs are recognized as performance obligations are satisfied over time. Under
ASC 606, revenue and associated profit are recognized as the customer obtains control of the goods and services promised in the contract.

 All un-allocable indirect costs and
corporate general and administrative expenses are charged to operations as incurred. If a loss on a contract is anticipated, it is recognized
immediately in the period when the loss is determined. Revisions to cost and profit estimates during the course of a contract are reflected
in the accounting period in which the facts supporting such revisions become known. These adjustments may arise from changes in job performance,
job conditions, estimated profitability, contract penalty provisions, or final contract settlements.

 Contract receivables are recorded
for amounts currently due based on progress billings, as well as retention amounts collectible upon completion of the contract. Accounts
payable to material suppliers and subcontractors are recorded for amounts currently due based on work completed or materials received,
including retention amounts payable upon contract completion. General and administrative expenses are charged to operations as incurred
and are not allocated to contract costs.

 Contract receivables

 The Company bills customers progressively
as work is completed per contractual agreements. Credit is extended based on financial evaluations, with no collateral required. The
Company maintains an allowance for doubtful accounts based on past-due receivables reviewed
monthly. An allowance is recorded when collection is unlikely.

 As of December 31, 2024, and 2023, the allowance for doubtful accounts
was $ 0 and $ 379,335, respectively. The net contract receivable balance was $ 2,503,416 and $ 1,509,506 as of December 31, 2024, and 2023,
respectively.

 Indefinite lived intangibles and
goodwill

 The Company accounts for business
combinations under ASC 805, Business Combinations, using the acquisition method. The purchase
price is allocated to tangible and identified intangible assets and liabilities based on estimated fair values. Adjustments to these
allocations may occur within one year of acquisition if new information arises. Goodwill
 is recorded for any excess purchase price over the fair value of net assets acquired.

 Indefinite-lived intangibles and goodwill
are tested for impairment annually in Q4 or whenever indicators suggest the carrying amount
may not be recoverable. During 2024, the Company determined that the OriginOil
Trademark, initially recorded as an indefinite-lived intangible, was no longer in use and had been formally abandoned. As a result,
a full impairment charge of $ 4,467 was recognized, removing the asset from the balance sheet.

 As of December
31, 2024, and 2023, after considering the impairment of the OriginOil Trademark, the Company performed a qualitative
assessment of remaining indefinite-lived intangibles and goodwill and concluded no further impairment
 was necessary for either year.

 F- 10

 Prepaid expenses

 The Company records advance payments
for goods and services as prepaid expenses, initially recognizing them as assets with future
economic benefits. These amounts are expensed when the benefits are realized. As of December 31, 2024,
and 2023, the prepaid expenses balance was $ 0.

 Advertising costs

 Advertising and promotional expenses
are recognized as incurred. Advertising costs for the years ended December 31, 2024, and 2023,
were $ 274,680 and $ 201,323, respectively.

 Property and Equipment

 Property and equipment are recorded
at cost. Gains or losses on disposals are recognized upon removal of the asset and its accumulated depreciation. Maintenance and repair
costs are expensed as incurred, while additions and improvements are capitalized. Depreciation is calculated on a straight-line basis
over the following estimated useful lives:

 Estimated Life

 Machinery and equipment

 5 - 10 years

 Furniture, fixtures and computer equipment

 3 - 7 years

 Computer software

 3 years

 Vehicles

 3 - 6 years

 Leasehold improvements

 2 - 5 years or lease term

2024

 2023

 Machinery and equipment

 $
 148,131

 $
 383,569

 Leasehold improvements

 85,348

 26,725

 Computer equipment and software

 66,491

 66,493

 Vehicles

 64,277

 64,276

 Demo Units

 36,139

 36,139

 Furniture and fixtures

 27,452

 29,810

 Gross property and equipment

 427,838

 607,012

 Less accumulated depreciation

 ( 371,969
)

 ( 460,276
)

 Net property and equipment

 $
 55,869

 $
 146,736

 The Company reviews long-lived assets
for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If impairment
indicators are present, recovery is assessed in accordance with GAAP.

 Depreciation is recorded using the
straight-line method over the asset's estimated useful life. Depreciation expense for the years ended December 31, 2024, and 2023,
was $ 34,356 and $ 30,333, respectively.

 Leases

 The Company accounts for leases in
accordance with ASC 842, Leases. At lease inception, the Company determines whether an arrangement
contains a lease. Operating leases are recorded as Right-of-Use
(ROU) assets, current lease liabilities, and non-current
lease liabilities on the balance sheet.

 ROU assets represent the Company's right to use an asset for the lease term, while lease liabilities reflect the obligation to
make lease payments. These amounts are recognized at lease commencement, measured at the present value of lease payments using the incremental
borrowing rate, as the implicit rate is not readily determinable.

 F- 11

 Lease expense is recognized on a straight-line
basis over the lease term. Short-term leases (12 months or less) are not recorded as
ROU assets or lease liabilities, provided no purchase option is reasonably certain to be exercised. Certain leases contain variable
payments (e.g., inflation adjustments, usage-based costs), which are expensed as incurred and not included in the initial lease
liability measurement.

 Further details on leases, including
future payments, and liabilities, are provided in Footnote 3 - Leases.

 Assets Held for Sale

 As of December 31, 2022, the Company
held real property for sale, initially recorded at $ 514,000. Following an evaluation of market conditions, the carrying amount was adjusted
to $ 400,000, resulting in an impairment charge of $ 114,000.

 In January 2023, the Company accepted
a $ 400,000 offer for the property. On April 8, 2023, the sale was finalized with payment terms of $ 235,000 upfront and $ 165,000 payable
in fifteen monthly installments of $ 11,000 each. The initial payment was received by SMS Argentina ("SMS"), acting as the
Company's Power of Attorney for the property. Taxes and closing fees totaling $ 65,493 were remitted to the Federal Administration
of Public Income ("AFIP") in Argentina, leaving net proceeds of $ 164,935, which were received by the Company on June 21,
2023.

 As of June 30, 2023, a receivable
of $ 169,572 was recorded for the remaining balance. Between July 1, 2023, and December 31, 2024, additional payments totaling $ 169,572
were received, resulting in a $ 0 remaining receivable balance as of December 31, 2024.

 Stock-Based

 The Company issues stock options and
warrants to employees and non-employees as compensation for services and financing costs.

 For employees, stock-based compensation
is recognized in accordance with FASB guidance, measured on the grant date and expensed over the vesting period.

 For non-employees, stock-based compensation
follows FASB guidance, with valuation determined on the measurement date, which is either when a performance commitment is reached or
when performance is completed. Non-employee stock-based compensation is generally amortized on a straight-line basis over the vesting
period. If no future performance is required, the option grants vest immediately, and the full expense is recorded in the period of measurement.

 Commitments and Contingencies

 During the current fiscal year, the Company identified a customer deposit
liability of $ 113,950 related to Shell Oil, originating prior to the 2015 acquisition of PWT. Upon detailed review, the Company determined
that the liability lacked sufficient supporting documentation, including the absence of contract, correspondence, or payment history that
could substantiate the obligation. Furthermore, no claims or inquiries from Shell Oil or related party have been received in the intervening
years since the acquisition. Based on this lack of evidence and passage of time, the Company concluded that the liability is no longer
legally or contractually enforceable. Consequently, the Company derecognized the liability, recording a corresponding gain in Other income
for the year ended December 31, 2024.

 Additionally, the Company identified
a misstatement in fixed assets related to Machinery and Equipment
 sold to Dwight Barber, later resold to Ryan Kooistra,
but still reflected on the balance sheet. After review, the asset was derecognized, and a $ 101,333
loss was recorded under Other expenses for the year ended December
31, 2024.

 Furthermore, the Company identified
an unlocated fixed asset under a capital lease with LEAF,
initially recorded on January 1, 2018. After an asset verification process, the equipment was
determined to be no longer in possession or use. As a result, the Company derecognized the asset,
removing the $ 45,440 original cost and $ 31,808 accumulated
depreciation. The remaining net book value of $ 13,632 was recorded as a loss
 in the consolidated financial statements for the year ended December 31, 2024.

 F- 12

 Accounting for Derivatives

 The Company evaluates all financial
instruments for derivative features. Derivative liabilities are initially recorded at fair value and revalued at each reporting date,
with changes recognized in the statements of operations.

 For stock-based derivatives, the Company
uses a probability-weighted binomial lattice option pricing model to determine fair value at inception and subsequent valuation dates.

 Classification as liability or equity
is reassessed at each reporting period, with liabilities classified as current or non-current based on expected settlement within 12
months.

 Fair Value of Financial Instruments

 The Company discloses fair values
of financial instruments where practicable. As of December 31, 2024, the reported balances for cash, contract receivables, costs in excess
of billings, prepaid expenses, accounts payable, billings in excess of costs, and accrued expenses approximate fair value due to their
short maturities.

 The Company applies ASC Topic 820,
Fair Value Measurement, which defines fair value as the price in an orderly transaction between market participants at the measurement
date. ASC 820 establishes a hierarchy prioritizing valuation inputs:

 Level 1, Observable inputs
 such as quoted prices for identical instruments in active markets.

 Level 2, Inputs other than
 quoted prices in active markets, including quoted prices for similar assets in less active markets.

 Level 3, Unobservable inputs
 requiring significant assumptions.

 As of December 31, 2024, the Company
held an investment in Water Technologies International Inc. (" WTII "), classified as a Level 1 equity security measured at
fair value. The fair value of the investment was $ 31,646, based on quoted market price of $ 0.0007 per share as of the reporting date.

 Although classified as Level 1, the
Company notes that WTII shares trade at a sub-penny level with low market capitalization and thin trading volume, which may limit liquidity
and increase price volatility. Additionally, while WTII has made recent SEC filings, prior delays in regulatory compliance could impact
market confidence and trading activity.

 The Company monitors the fair value
classification and will reassess if circumstances warrant a change in classification or impairment recognition. As of December 31, 2024,
no impairment was recorded, as the investment remains actively traded with a quoted market price.

 The following table summarizes the
Company's financial assets and liabilities measured at fair value on a recurring basis and their classification within the fair
value hierarchy as of December 31, 2024, and 2023.

 Total

 (Level 1)

 (Level 2)

 (Level 3)

 Investment at fair value-securities, December 31, 2024

 $
 34,846

 $
 34,846

 $
 -

 $
 -

 Investment at fair value-securities, December 31, 2023

 $
 39,366

 $
 39,366

 $
 -

 $
 -

 Total

 (Level 1)

 (Level 2)

 (Level 3)

 Derivative Liability, December 31, 2024

 $
 14,651,326

 $
 -

 $
 -

 $
 14,651,326

 Derivative Liability, December 31, 2023

 $
 7,742,759

 $
 -

 $
 -

 $
 7,742,759

 As of December 31, 2024, the derivative liabilities on the Company's
balance sheet consist of $ 14,551,132 related to convertible notes outstanding and $ 100,194 related to warrants outstanding. These liabilities
are measured and recorded at fair value in accordance with ASC Topic 820, with changes in fair value recognized in the statements of operations.

 F- 13

 The following table presents the reconciliation
of the derivative liability measured at fair value using level 3 inputs for the year ended December 31, 2024:

 Balance as of January 1, 2024

 $
 7,742,759

 Net gain on conversion of debt and change in derivative liabilities

 6,908,567

 Balance as of December 31, 2024

 $
 14,651,326

 For purpose of determining the fair
market value of the derivative liability, the Company used Binomial lattice formula valuation model. The significant assumptions used
in the Binomial lattice formula valuation of the derivative are as follows:

 12/31/2024

 12/31/2023

 Risk free interest rate

 4.07 % – 5.01 %

 3.88 % – 4.79 %

 Stock volatility factor

 101.9 % – 218.8 %

 132 % – 166 %

 Weighted average expected option life

. 5 – 4.5 yrs

.5 – 5 yrs

 Expected dividend yield

 None

 None

 Segment Reporting

 The Company has determined that it
operates as a single reporting unit under ASC 280, Segment Reporting. While the Company the monitors the performance of three distinct
operating segments– PWT, MWS and WODI – these segments share common economic characteristics, products and services, and customers.
As a result, they are aggregated into a single reportable unit for financial purposes.

 The Company's CEO serves as the
Chief Operating Decision Maker ("CODM") and regularly reviews financial results to assess performance and allocate resources
across the operating segments.

 Marketable Securities

 The Company follows ASU 2016-01, Financial
Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities. Under this standard, investments not
accounted for under the equity method or resulting in consolidation are measured at fair value, with changes recognized in net income.

 The standard requires the use of the
exit price notion for fair value measurements and mandates separate presentation of financial assets and liabilities by measurement category
and form. It also eliminates the requirement to disclose methods and significant assumptions used for financial instruments measured at
amortized cost.

 The Company classifies its investment
in Water Technologies International, Inc. as available-for-sale securities, with unrealized gains recognized in net income.

 Licensing agreement

 The Company evaluated its licensing
agreement under ASU 606 to determine revenue recognition timing. The licensing of intellectual property (IP) is distinct from non-license
goods or services, possessing significant standalone functionality that provides value to a customer. Since this functionality will not
change due to the licensor's activities during the license period, revenue is generally recognized upon delivery of the license.

 Reclassification

 Certain prior period amounts have been
reclassified to conform to the current period presentation due to the removal of discontinued operations. These reclassifications ensure
consistency and comparability across periods. Importantly, these adjustments had no material effect on the previously reported financial
position, results of operations, or cash flows.

 This update aligns with the changes in financial statement presentation
resulting from exclusion of discontinued operations in the current year's reporting.

 F- 14

 Work-in-Process

 The Company records work-in-process
as an asset, representing accumulated costs for ongoing projects expected to be delivered to customers. These costs include materials
and direct labor associated with the construction of equipment intended for sale.

 Recently Issued Accounting Pronouncements

 In November 2023, the FASB issued ASU
2023-07, Segment Reporting (Topic 820); which enhances annual and interim segment disclosures. The Company adopted ASU 2023-07 for the
year ended December 31, 2024. The Company has disclosed the title and role of the CODM, the nature of financial information reviewed by
the CODM, and the basis for aggregating operating segments into a single reporting segment. See Footnote 14 – Segment Reporting,
for further information.

 3.

 Leases

 The Company leases a production facility
at 5225 W Houston Sherman, Texas, under a non-cancelable operating lease classified in accordance with ASC 842, Leases. The lease commenced
on July 1, 2024, with a 61-month term. Under a Triple Net (NNN) arrangement, the Company is responsible for property taxes, insurance
and maintenance costs.

 Right-of-Use (ROU) Asset and
Lease Liability

 At lease commencement, the Company
recorded a ROU asset and corresponding lease liability, both measured at the present value of lease payments over the lease term, discounted
at an incremental borrowing rate of 11.84 %.

 The ROU asset is amortized on a straight-line
basis over the lease term, while the lease liability is reduced using the effective interest method, with each lease payment allocated
between interest expense and principal reduction.

 Lease balances as of December
31, 2024

 The components of lease-related assets
and liabilities as of December 31, 2024:

 Description

 Right of Use Asset, net

 $
 580,393

 Lease liability - current portion

 96,113

 Lease liability - non-current portion

 501,123

 Total lease liability

 $
 597,236

 Lease Expense

 For the year ended December 31, 2024,
the Company recognized lease-related expenses in COGS, as the leased facility is directly related to production:

 Amortization of ROU Asset $ 46,681

 Interest expense on Lease Liability $ 36,724

 F- 15

 Future Minimum Lease Payments

 Future minimum lease payments as of
December 31, 2024, are as follows:

 Period

 Year 1

 $
 161,791

 Year 2

 166,602

 Year 3

 171,465

 Year 4

 176,666

 Year 5 and thereafter

 104,867

 Total Lease Payments

 $
 781,391

 Less: Present Value Discount

 ( 184,155
)

 Total Lease Liability

 $
 597,236

 Other Lease Disclosures

 The Company has no significant options
to extend or terminate the lease beyond its contractual terms. The lease agreement does not include any purchase options or residual
value guarantees.

 4.

 Equity

 OriginClear, Inc. Preferred
Stock

 Series C

 On March 14, 2017, the Board of Directors
authorized the issuance of 1,000 shares of Series C preferred stock, par value $ 0.0001 per share, to the CEO in exchange for his continued
employment with the Company. The Series C preferred stock does not carry any dividend or liquidation preference rights and is not convertible
into common stock. The holder of Series C preferred stock is entitled to 51% of the total voting power of the Company's stockholders.
The purchase price was $ 0.0001 per share, for a total of $ 0.10 for 1,000 shares. As of December 31, 2024, 1,000 shares of Series C preferred
stock were issued and outstanding.

 Series D-1

 On April 13, 2018, the Company designated
 50,000,000 shares of its authorized preferred stock as Series D-1 preferred stock. Series D-1 preferred stock does not entitle holders
to dividends or a liquidation preference. Each share is convertible into 0.0005 of one share of common stock, subject to a beneficial
ownership limitation of 4.99 %, which may be increased to 9.99 % upon 61 days' written notice by the holder.

 As of December 31, 2024, 31,500,000
shares of Series D-1 preferred stock were issued and outstanding.

 Series F

 On August 14, 2018, the Company designated
 6,000 shares as Series F preferred stock. Each share has a stated value of $ 1,000 and entitles the holder to quarterly cumulative dividends
at an annual rate of 8 % of the stated value. Series F preferred stock carries a liquidation preference equal to the stated value plus
accrued but unpaid dividends and is not convertible into common stock. The Company has the right to redeem Series F shares at any time
but was required to redeem all shares by September 1, 2020.

 During the year ending December 31, 2024, the Company exchanged 10
shares of Series F Preferred Stock for 10 shares of Series Q Preferred Stock.

 As of December 31, 2024, 50 shares of Series F preferred stock remained
issued and outstanding, which the Company was required to redeem, and the Company is in default for an aggregate redemption price of $ 50,000.

 Series G

 On January 16, 2019, the Company designated
 6,000 shares as Series G preferred stock, each with a stated value of $ 1,000. Holders are entitled to cumulative dividends at an annual
rate of 8 % of the stated value, payable quarterly. Series G preferred stock is not convertible into common stock and carries no voting
rights, except as required by law. The Company was required to redeem Series G shares by April 30, 2021.

 As of December 31, 2024, 25 shares of Series G preferred stock were
issued and outstanding, which the Company was required to redeem, and the Company is in default for an aggregate redemption price of $ 25,000.

 F- 16

 Series I

 On April 3, 2019, the Company designated
 4,000 shares of preferred stock as Series I, with a stated value of $ 1,000 per share. Series I holders are entitled to cumulative dividends
at an annual rate of 8 %, payable quarterly. Series I do not carry voting rights and is not convertible into common stock. The Company
was required to redeem all Series I shares between May 2, 2021, and June 10, 2021.

 As of December 31, 2024, 25 shares
of Series I preferred stock remained issued and outstanding. The Company is in default for an aggregate redemption price of $ 25,000.

 Series J

 On April 3, 2019, the Company designated
 100,000 shares of preferred stock as Series J. Each share has a stated value of $ 1,000, and holders are entitled to dividends on an as-converted
basis with the Company's common stock. Series J is convertible into common stock under its Certificate of Designation, which includes
provisions for make-good shares for prior investors.

 As of December 31, 2024, 210 shares
of Series J preferred stock were issued and outstanding.

 Series K

 On June 3, 2019, the Company designated
 4,000 shares as Series K preferred stock, each with a stated value of $ 1,000. Series K holders are entitled to cumulative dividends at
an annual rate of 8 %, payable quarterly. Series K is not convertible into common stock and does not carry voting rights. The Company
was required to redeem Series K shares between August 5, 2021, and April 24, 2022.

 During the year ended December 31, 2024, the Company exchanged 10 shares
of Series K preferred stock for 10 shares of Series W preferred stock. The exchange was executed at par value in accordance with the terms
of the respective designations, and no gain or loss was recognized in the consolidated financial statements.

 As of December 31, 2024, 297.15
shares of Series K preferred stock remained issued and outstanding. The Company is in default for an aggregate redemption price
of $ 297,150.

 Series L

 On June 3, 2019, the Company designated
 100,000 shares of preferred stock as Series L. The Series L preferred stock has a stated value of $ 1,000 per share, and holders are entitled
to dividends on an as-converted basis with the Company's common stock. The Series L preferred stock is convertible into common
stock under its Certificate of Designation, which includes provisions for make-good shares for prior investors.

 As of December 31, 2024, 320.5 shares
of Series L preferred stock were issued and outstanding.

 Series
M

 On July 1, 2020, the Company designated
 800,000 shares of preferred stock as Series M, with a stated value of $ 25 per share. Holders are entitled to annual cumulative dividends
at a rate of 10 %, payable monthly in preference to any payment on common stock. Series M has a liquidation preference equal to $ 25 per
share plus any declared but unpaid dividends. Series M does not carry voting rights, except as required by law, and is not convertible
into common stock. The Company may, at its discretion, redeem Series M shares at $ 37.50 per share ( 150 % of stated value) plus any accrued
but unpaid dividends.

 As of December 31, 2024, 40,300 shares
of Series M preferred stock issued and outstanding.

 F- 17

 Series O

 On April 27, 2020, the Company designated
 2,000 shares of preferred stock as Series O, with a stated value of $ 1,000 per share. Holders are entitled to cumulative dividends at
an annual rate of 8 % in cash and 4 % in shares of common stock, payable quarterly. Series O has a liquidation preference equal to the
stated value plus accrued but unpaid dividends and is convertible into common stock based on 200 % of the stated value divided by the
conversion price. Conversion is subject to a beneficial ownership limitation of 4.99 %, which may be increased to 9.99 % upon 61 days'
written notice. The Company may redeem Series O shares at the stated value plus accrued dividends.

 During 2024, the Company issued 965,252 shares of common stock upon
conversion of 5 shares of Series O preferred stock and 1,405,307 shares as 4 % annualized dividends. The conversions were executed in accordance
with the terms of the COD, and no gain or loss was recognized in the consolidated financial statements.

 As of December 31, 2024, 185
shares of Series O preferred stock were issued and outstanding.

 Series P

 On April 27, 2020, the Company designated
 500 shares of preferred stock as Series P, with a stated value of $ 1,000 per share. Holders are entitled to dividends on an as-converted
basis with the Company's common stock. Series P is convertible into common stock under its Certificate of Designation, and conversion
is subject to a beneficial ownership limitation of 4.99 %, which may be increased to 9.99 % upon 61 days' written notice. Series P shares
participate in liquidation payments on an as-converted basis. Series P does not carry preemptive or subscription rights and votes on
an as-converted basis with common stock

 As of December 31, 2024, 30 shares
of Series P preferred stock were issued and outstanding.

 Series Q

 On August 21, 2020, the Company designated
 2,000 shares of preferred stock as Series Q, with a stated value of $ 1,000 per share. Holders are entitled to cumulative dividends at
an annual rate of 12 % in cash, payable quarterly. Series Q has a liquidation preference equal to the stated value plus accrued but unpaid
dividends and is convertible into common stock based on 200 % of the stated value divided by the conversion price, subject to a beneficial
ownership limitation of 4.99 %, which may be increased to 9.99 % upon 61 days' written notice. The Company may redeem Series Q shares at
the stated value plus accrued dividends.

 During 2024, the Company issued 4,576,458
shares of common stock upon conversion of 20 shares of Series Q preferred stock.

 As of December 31, 2024, 410 shares
of Series Q preferred stock were issued and outstanding.

 Series R

 On November 16, 2020, the Company
designated 5,000 shares of preferred stock as Series R, with a stated value of $ 1,000 per share. Holders are entitled to cumulative dividends
at an annual rate of 12 % in cash, payable quarterly. Series R has no voting rights, except as required by law, and is convertible into
common stock based on 200 % of the stated value divided by the conversion price, subject to a beneficial ownership limitation of 4.99 %,
which may be increased to 9.99 % upon 61 days' written notice. The Company may redeem Series R shares either in cash or common stock.

 During 2024, the Company issued 30,496,772 shares of common stock upon
conversion of 135 shares of Series R preferred stock. The conversions were completed in accordance with the terms of the COD, and no gain
or loss was recognized in the consolidated financial statements.

 As of December 31, 2024, 1,473
shares of Series R preferred stock were issued and outstanding.

 F- 18

 Series S

 On February 5, 2021, the Company designated
 430 shares of preferred stock as Series S. The Series S has a stated value of $ 1,000 per share, and holders are entitled to cumulative
dividends at an annual rate of 12 %, payable quarterly. Series S does not carry voting rights except as required by law. It is convertible
into common stock by dividing 200 % of the stated value by the conversion price, subject to a beneficial ownership limitation of 4.99 %,
which may be increased to 9.99 % upon 61 days' written notice. The Company may redeem Series S shares at any time at the stated value
plus accrued dividends.

 During 2024, the Company issued 2,272,728 shares of common stock upon
conversion of 10 shares of Series S preferred stock. These shares were issued in accordance with the terms of the COD, and no gain or
loss was recognized in the consolidated financial statements.

 As of December 31, 2024, 110
shares of Series S preferred stock were issued and outstanding.

 Series U

 On May 26, 2021, the Company designated
 5,000 shares of preferred stock as Series U, with a stated value of $ 1,000 per share. Series U does not entitle holders to dividends
or voting rights except as required by law. It is convertible into common stock by dividing 150 % of the stated value by the conversion
price, subject to a beneficial ownership limitation of 4.99 %, which may be increased to 9.99 % upon 61 days' written notice. The Company
may redeem Series U shares in cash or common stock.

 As of December 31, 2024, 270
shares of Series U preferred stock were issued and outstanding.

 Series W

 On April 28, 2021, the Company designated
 3,390 shares of preferred stock as Series W, with a stated value of $ 1,000 per share. Series W holders are entitled to cumulative dividends
at an annual rate of 12 %, payable quarterly. It is convertible into common stock by dividing 200 % of the stated value by the conversion
price, subject to a beneficial ownership limitation of 4.99 %. The Company may redeem Series W shares at any time at the stated value
plus accrued dividends.

 During 2024, the Company issued 41,715,134 shares of common stock upon
conversion of 200 shares of Series W preferred stock. These shares were issued in accordance with the terms of the COD, and no gain or
loss was recognized in the consolidated financial statements

 As of December 31, 2024, 696.50 shares
of Series W preferred stock were issued and outstanding. These shares were issued in accordance with the terms of the COD, and no gain
or loss was recognized in the consolidated financial statements.

 Series X

 On August 10, 2021, the Company designated
 25 shares of preferred stock as Series X, with a stated value of $ 10,000 per share. Series X did not entitle holders to dividends or
voting rights except as required by law. It was convertible into common stock based on the subscription agreement terms. Holders had
the right to redeem Series X shares for cash or common stock.

 As of December 31, 2024, no shares
of Series X preferred stock were issued and outstanding.

 Series Y

 On December 6, 2021, the Company designated
 3,000 shares of preferred stock as Series Y, with an original issue price of $ 100,000 per share. Holders are entitled to annual distributions
of up to 25 % of net profits from designated subsidiaries, payable within three months of year-end. Series Y is convertible into common
stock, subject to a 4.99 % beneficial ownership limitation.

 During the year ended December 31, 2024, the Company raised $ 1,107,000
in gross proceeds from a private placement of Series Y preferred stock.

 As of December 31, 2024, 28.2 shares
of Series Y preferred stock were issued and outstanding.

 F- 19

 Series Z

 On February 11, 2022, the Company
designated 25 shares of preferred stock as Series Z, with an original issue price of $ 10,000 per share. Series Z does not entitle holders
to dividends or voting rights except as required by law. It is convertible into common stock, subject to a 4.99 % beneficial ownership
limitation.

 As of December 31, 2024, no
shares of Series Z preferred stock were issued and outstanding.

2024, the Company converted an aggregate of 387 shares of preferred stock- comprised of 135 shares of Series R, 5 shares of Series 0,
 20 shares of Series Q, 10 shares of Series S, 200 shares of Series W, and 7.22 shares of Series Y – into a total of 249,249,807
shares of common stock. These conversions were made in accordance with the terms of each respective COD, and no gain or loss was recognized
in the consolidated financial statements. s.

 The shares were issued at prices ranging from $ 0.0022 to $ 0.0100 per
share, with a total value of $ 1,092,000. Additionally, the Company issued shares of common stock under settlement agreements with certain
WODI convertible secured promissory note holders.

 The Series
J, Series L, Series M, Series O, Series P, Series Q, Series R, Series S, Series U, Series W, Series X, Series Y, and Series Z
preferred stock are classified outside of permanent equity. This classification is due to the
terms of conversion, which are based on a market component or the stated value of the preferred stock.

 WODI Preferred Stock

 On April 22, 2022, WODI designated
 50,000,000 shares of authorized Preferred Stock with a par value of $ 0.0001 per share. As a result of WODI's merger with PWT on
September 21, 2023, the number of authorized shares of preferred stock increased to 100,000,000 shares with the same par value of $ 0.0001
per share.

 Series A

 On October 13, 2022, WODI designated
 1,000,000 shares of its authorized preferred stock as Series A preferred stock. These shares were reserved for issuance to holders of
the parent Company's Series Y preferred stock at a ratio of 500: 1. Holders of Series A preferred shares are not entitled to dividends
and do not have voting rights until the shares are converted into common stock. Each share of Series A preferred stock is convertible
at any time at a conversion ratio of 50: 1 or at a rate determined by the Board, provided that the total number of Series A preferred
shares, on a converted basis, must not fall below ten percent ( 10 %) of the total authorized shares of common stock (on a fully diluted
basis). This dilution floor is based on an anticipated sale of $ 20,000,000 in Series Y shares and is adjusted proportionately to reflect
the actual number of Series Y shares sold.

 On November 7, 2022, WODI filed an
Amended and Restated Certificate of Incorporation, which included a 20: 1 reverse stock split affecting both the common shares and Series
A preferred shares.

 F- 20

 Valuation

 The Series A preferred shares were
valued by an independent valuation expert using a PWERM, supported by an underlying DCF analysis. The valuation incorporated key parameters
including settlement options, valuation timing, and business fundamentals.

 The analysis considered two
settlement options: the occurrence of a merger with the SPAC and the likelihood that
the merger would not take place. Three valuation tranches were assessed, corresponding to the
timing of major issuances of Series A shares. The SPAC offer value was based on management's
representations of the terms under negotiation at the time of issuance.

 The base
value of WODI was determined using a market analysis conducted during the Regulation A offering
implementation. In Q3 2023, an increase in base value
 was recognized to reflect the fair value of MWS assets contributed to the business and
the merger with PWT.

 Additionally, Additionally, the valuation
incorporated the expected timing of settlement or conversion events for Series A shares under
both settlement options. Considerations also included the anticipated issuance of Series Y shares
and the impact of outstanding convertible debt as of the settlement date.

 Based on these parameters, the fair
value of Series A preferred shares at various valuation dates was determined as follows:

 Valuation Date

 Fair Value of
 shares

 12/28/2022

 $
 56.68

 02/08/2023

 $
 106.67

 06/15/2023

 $
 266.73

 08/21/2023

 $
 54.58

 For the year ended December 31, 2024,
an aggregate expense of $0 was recorded as preferred stock incentive compensation in the consolidated financial statements.

 Following WODI's merger with
PWT on September 21, 2023 (See Note 11), all Series A preferred shares were fully converted into WODI common stock in accordance with
the terms of the agreement. The conversion resulted in no gain or loss. As of December 31, 2024, there were no Series A preferred shares
issued and outstanding.

 Series B

 On April 28, 2023, WODI designated
 1,000,000 shares of its authorized preferred stock as Series B preferred stock. The Series B preferred shares had an initial issuance
value of $ 5.00 per share and were reserved for issuance to holders of the parent company's Series X preferred stock, as well as
for direct issuances at the discretion of WODI's Board of Directors. Series B preferred shares do not entitle holders to dividends
or voting rights until the shares are converted into common stock. Each share of Series B preferred stock is convertible at any time
on a 1:1 basis as per the terms of the Series B Certificate of Designation. However, the total number of Series B shares, on a converted
basis, cannot fall below 2.5 % of WODI's total authorized shares of common stock (on a fully diluted basis), based on an anticipated
issuance of $ 5,000,000 in Series B shares. This dilution floor is proportionally adjusted based on the actual number of Series B shares
issued.

 During the year ended December 31, 2023, WODI
issued shares of Series B preferred stock at a par value of $ 0.0001 to certain holders of the parent company's Series X preferred
stock and holders of WODI Note Purchase Agreements.

 F- 21

 Valuation

 The Series
B preferred shares were valued by an independent valuation expert using a PWERM,
supported by an underlying DCF analysis. The valuation incorporated key parameters, including
settlement options, business fundamentals, and financial projections.

 The analysis considered two
settlement scenarios: the completion of a merger with the SPAC and the likelihood that
the merger would not occur. The SPAC offer value was based on management's representations
of the terms under negotiation at the time of issuance.

 The base
value of WODI was determined using a market analysis conducted during the Regulation
A offering implementation. In Q3 2023, the Company recognized
an increase in base value to reflect the fair value of MWS assets contributed to the
business and the merger with PWT.

 Additionally, the valuation factored
in the expected timing of settlement or conversion events for Series
B shares under both settlement options. Considerations also included the anticipated issuance
of Series Y shares and outstanding convertible debt at the time of settlement.

 Based on these factors, the fair value
of Series B preferred shares at key valuation dates was determined as follows:

 Valuation Date

 Fair Value of
 shares

 06/27/2023

 $
 0.36

 08/21/2023

 $
 0.37

 Shares issued during Q2 and Q3 2023
were valued at $ 0.36 and $ 0.37 per share, respectively, resulting in an aggregate expense of $ 193,825, which was recorded as preferred
stock incentive compensation in the consolidated financial statements.

 Following WODI's merger with
PWT on September 21, 2023 (See Note 11), all Series B preferred shares were fully converted into WODI common stock. The conversion was
executed within the terms of the agreement, and no gain or loss was recognized. As of December 31, 2024, there were no Series B preferred
shares issued and outstanding.

 Series C

 On October 13, 2022, the Board of
Directors authorized the issuance of 1,000,000 shares of Series C preferred stock, par value $ 0.0001 per share, to the Holder in exchange
for continued employment with the Company. The Series C preferred stock did not provide dividend rights, liquidation preferences, or
conversion rights.

 The Holder of Series
C preferred stock was entitled to vote alongside common stockholders on an as-converted basis
 and held 51 % of the total voting power of the Company. While Series C shares were outstanding,
the Company was prohibited from making amendments that adversely affected their rights, including changes to the Certificate of Designation,
Articles of Incorporation, or any agreements that would alter the powers, preferences, or number of authorized Series C shares without
the affirmative vote of the majority of Series C preferred stockholders.

 Following WODI's merger with
PWT on September 21, 2023 (See Note 11), all Series C preferred shares were cancelled in accordance with the merger agreement. As of
December 31, 2024, there were no shares of Series C preferred stock were issued or outstanding

 OriginClear, Inc. Common Stock

 For the year ended December 31, 2023,
the Company received aggregate equity financing of $ 141,373 under an Equity Financing Agreement with GHS Investments, LLC. In exchange,
the Company issued 20,492,456 shares of common stock at conversion prices ranging from $ 0.0058 to $ 0.0082.

 There were no shares of common stock issued under the Equity Financing Agreement for the year ended
 December 31, 2024.

 Subscription payable

 During the year ended December 31, 2024, the Company removed a previously
recorded $ 100,000 subscription payable related to shares issuable under and equity agreement with Monarch Trailer. These shares were subsequently
issued and sold by the shareholder on the open market in a prior period; however, the related liability remained recorded. The Company
corrected the classification during the year ended December 31, 2024, and reclassified the amount as a correction of an equity misstatement.
The shares were valued using the closing share price on the grant date, consistent with the terms of the agreement.

 F- 22

 Year ended December 31, 2024

 The Company issued 94,777,534 shares
of common stock for services, valued at $ 671,283, with share prices ranging from $ 0.0073 – $ 0.0146.

 The Company issued 7,948,000 shares of common stock through Regulation
A offering to investors for total cash proceeds of $ 76,455. The shares were issued at prices ranging from $ 0.009 to $ 0.0099 per share
and no commissions were paid in connection with the offering.

 The Company issued 1,405,307 shares
of common stock to settle Series O preferred stock dividends payable.

 The Company issued 20,937,829 shares of common stock for alternate
vesting, with a fair value of $ 169,597 which was based on the fair market price of the Company's stock on the date of issuance

 The Company issued 122,213,744 shares of common stock during the year
ended December 31, 2024, as part of settlement agreements for the conversion of preferred stock and related obligations. These shares
were issued as an incentive for conversion and not in direct proportion to the stated value of the underlying instruments. As such, the
fair value of the shares, totaling $ 1,265,823, was recognized as a stock-based compensation expense, with the offset recorded to additional
paid-in capital to common stock. These issuances were made in accordance with applicable agreements and did not result in gain or loss.

 The Company issued 249,249,807 shares of common stock upon conversion
of $1,092,000 of preferred stock. These shares were issued within the terms of the respective agreements, and no gain or loss was
recognized in the consolidated financial statements.

 The Company redeemed 224,196,748 shares of common stock at fair value
ranging between $ 0.0064 to $ 0.01 in the amount of $ 1,861,728 (see Note 6 – Convertible Promissory Notes).

 The Company issued a total of 9,219,934
shares of common stock to investors for gross proceeds of approximately $ 1,338,955, consisting of 7,948,000 shares issued under Regulation
A and 1,271,934 shares issued under Regulation D offering. See WODI common stock.

 Year ended December 31, 2023

2023, the Company issued 55,788,402 shares of common stock upon conversion of a convertible promissory note for a principal amount of
$ 91,000, plus accrued interest of $ 76,365, for a total of $ 167,365. The conversion price was $ 0.0085 per share. These shares were issued
in accordance with the terms of the agreement, and no gain or loss was recognized.

 The Company issued 80,519,927 shares
of common stock for services, at a fair value of $ 782,605, with share prices ranging from $ 0.0073 to $ 0.0146. Additionally, the Company
issued 869,449 shares of common stock as payment for Series O preferred stock dividends payable. Furthermore, 11,584,932 shares of common
stock were issued for alternate vesting agreements, at a fair value of $ 120,540.

 The Company issued 306,434,197 shares
of common stock at par value to settle conversion agreement disputes at a fair value of $ 30,644. These issuances resolved shareholder
disputes related to the timing of the conversion of preferred shares into common shares. The shares were issued in accordance with the
terms of the agreement, and no gain or loss was recognized.

 The Company also issued 764,640,346
shares of common stock upon conversion of $ 3,704,500 of preferred stock. These shares were issued in accordance with the terms of the
agreements, and no gain or loss was recognized.

 Additionally, the Company redeemed 853,916,848
shares of common stock at fair values ranging from $ 0.0064 to $ 0.01, for a total of $ 7,499,390 (see Note 6).

 WODI Common Stock

 On February 17, 2023, the SEC qualified
the Offering Circular for WODI under Regulation A, which was intended to raise capital for WODI-related projects. The Company launched
a limited preview of the Reg A offering on March 9, 2023. As of June 26, 2023 (the "Termination Date", the Company suspended
the sales of securities under the Reg A offering. As of the Termination Date, WODI has raised total proceeds of approximately $ 60,000
through the Reg A offering.

 Through the year ending December 31, 2024, WODI conducted a Regulation
D offering and raised total cash proceeds of $ 1.2 million. While WODI issued shares at the subsidiary level in connection with this financing,
no shares are presented as issued in the consolidated financial statements, as WODI is a subsidiary of OriginClear, Inc. In accordance
with U.S GAAP, these transactions are reflected solely as cash proceeds and increases to additional paid-in-capital within the consolidated
financial statements.

 F- 23

 Non-controlling Interest

 As of December 31, 2024, WODI had 14,671,151 common shares issued and
outstanding shares, of which OriginClear, Inc. owns 82.96 %. The remaining represents a minority, non-controlling interest.

 5.

 Restricted stock grants
 and warrants

 Restricted Stock Grants to CEO,
the Board, Employees and Consultants

 The Company has entered into RSGAs with its CEO, Board, Employees,
and Consultants to incentivize management and enhance the Company's economic performance. All shares issuable under these agreements
are performance-based and granted upon achieving specific financial milestones. The first milestone requires consolidated gross revenue
to reach or exceed $ 15,000,000 for the trailing twelve-month period, as reported in the Company's quarterly or annual consolidated
financial statements. The second milestone requires consolidated operating profit to reach or exceed $ 1,500,000 for the trailing twelve-month
period, calculated in accordance with GAAP, which includes operating revenue minus cost of goods sold, operating expenses, depreciation,
and amortization. As of December 31, 2024, the Company has not recognized any costs related to these milestones, as their achievement
is not yet considered probable.

 The Board of Directors approved
an amendment to the RSGAs to include an alternative vesting schedule for grantees. Under this alternative vesting structure, if the
fair market value of the Company's common stock on the vesting date is lower than its fair market value on the effective date
of the RSGAs, the number of vested shares issuable will be adjusted to ensure the aggregate fair market value of the vested shares
equals the fair market value on the effective date. If a Company performance goal is achieved, the right to participate in the
alternative vesting schedule terminates, and any remaining unvested shares will vest per the original terms of the RSGAs. During the
year ended December 31, 2024, the Company issued 20,937,829 shares under the alternative vesting schedule upon meeting the
qualifying requirements.

 The Company recorded an aggregate adjustment of $ 169,597 for these
issuances and recorded as stock-based compensation in the consolidated financial statements.

2024, the Company issued 16,301,500 purchase warrants, associated with preferred stock. This included 7,645,500 three-year cashless warrants
with an exercise price of $ 0.01. These warrants were issued in conjunction with a Regulation A unit offering of 7,948,000 shares of common
stock, which raised total gross proceeds of $ 76,455. The warrants had an immediate vesting period, and the Company recorded a fair value
of $ 422,327 or 7,645,500 cashless warrants.

 A summary of the Company's warrant activity and related information
for the year ended December 31, 2024 and 2023 is as follows:

 2024

 2023

 Weighted

 Weighted

 average

 average

 Number of

 exercise

 Number of

 exercise

 price

 price

 Outstanding - beginning of period

 $
 0.1383

 93,344,989

 $
 0.1217

 Granted

 16,301,500

 $
 0.0711

 5,003,600

 $
 0.1250

 Exercised

 -

 $
 -

 -

 $
 -

 Expired

 ( 1,561,500
)

 $
 ( 1.0000
)

 ( 33,946,000
)

 $
 ( 0.0905
)

 Outstanding - end of period

 79,142,589

 $
 0.1469

 $
 0.1383

 F- 24

 At December 31, 2024 and 2023, the
weighted average remaining contractual life of warrants outstanding:

 2024

 2023

 Weighted

 Weighted

 Average

 Average

 Remaining

 Remaining

 Exercisable

 Contractual

 Exercisable

 Contractual

 Prices

 Outstanding

 Exercisable

 Life (years)

 Prices

 Outstanding

 Exercisable

 Life (years)

 $
 0.0200

 600,000

 600,000

 1.67

 $
 0.0200

 600,000

 600,000

 2.67

 $
 0.0275

 8,727,273

 8,727,273

 6.41

 $
 0.0500

 -

 -

 -

 $
 0.1000

 2,500,000

 2,500,000

 2.13

 $
 0.1000

 2,500,000

 2,500,000

 3.14

 $
 0.1250

 55,909,816

 55,909,816

 2.84

 $
 0.2500

 3,760,000

 3,760,000

 3.00

 $
 0.2500

 3,760,000

 3,760,000

 1.97

 $
 0.0275

 8,727,273

 8,727,273

 7.41

 $
 0.0100

 7,645,500

 7,645,500

 0.72

 $
 0.0125

 47,253,816

 47,253,816

 3.0 - 5.0

 $
 -

 -

 -

 -

 $
 1.0000

 1,561,500

 1,561,500

 0.50 - 0.96

 79,142,589

 79,142,589

 At December 31, 2024 and 2023, the
aggregate intrinsic value of the warrants outstanding was $ 0.

2024, the Company issued 16,301,500 warrants with a weighted average exercise price of $ 0.0711. These warrants had an immediate vesting
period. The Company recorded a fair value of $ 22,327 for 7,645,500 three -year cashless warrants, which had an exercise price of $ 0.01.

 During the year ended December 31, 2024, the Company issued warrants
in cash transactions, generating gross proceeds of $ 801,230. These warrants were issued at exercise prices ranging from $ 0.001 to $ 1.00.
The proceeds from these issuances were recorded as additional paid-in capital within the consolidated statement of shareholder's
deficit.

 As of December 31, 2024, the derivative liabilities on the Company's
balance sheet consist of $ 14,551,132 related to convertible notes outstanding and $ 100,194 related to warrants outstanding. These liabilities
are measured and recorded at fair value in accordance with ASC Topic 820, with changes in fair value recognized in the statements of operations.

 6.
 CONVERTIBLE PROMISSORY NOTES

 OriginClear, Inc.

 As of December 31, 2024, the outstanding
convertible promissory notes are summarized as follows:

 Convertible promissory notes

 $
 2,617,692

 Less current portion

 597,944

 Total long-term liabilities

 $
 2,019,748

 Maturities of long-term
debt are as follows:

 Period ending December 31,

 2025

 82,473

 2026

 1,875,000

 2027

 -

 2028

 62,275

 2029

 -

 $
 2,019,748

 2014-2015 Notes

 Between November 2014 and April 2015,
the Company issued unsecured convertible promissory notes, referred to as the 2014-2015 Notes, which were later extended to maturity
dates ranging from November 2023 through April 2024. These notes bear interest at an annual rate of 10 % and are convertible into common
stock at prices ranging from $ 4,200 to $ 9,800 per share or 50 % of the lowest trade price following issuance. Due to the reset conversion
terms, the conversion feature is classified as a derivative liability under ASC 815.

 As of December 31, 2024, the remaining balance was $ 683,700, classified
as long-term.

 F- 25

 OID Notes

 The Company's unsecured convertible
promissory notes, known as OID Notes, had an aggregate remaining balance of $ 62,275 as of December 31, 2024. These notes were extended
to mature on June 30, 2028, and include reset conversion terms, classifying them as derivatives under ASC 815. The conversion price was
amended to the lesser of $ 5,600 per share or 50 % of the lowest trade price recorded since issuance. As of December 31, 2024, the remaining
balance was $ 62,275, classified as long-term.

 2015 Notes

 The Company's 2015 unsecured
convertible promissory notes bear interest at an annual rate of 10 % and were extended to maturity dates ranging from February to August
2024. These notes are convertible at prices ranging from $ 1,400 to $ 5,600 per share or 50 % of the lowest trade price post-issuance. The
conversion feature is classified as a derivative liability under ASC 815. As of December 31, 2024, the remaining balance was $ 1,200,000,
classified as long-term.

 Dec 2015 Note

 The Company issued a convertible promissory
note, referred to as the December 2015 Note, for $ 432,048 in exchange for accounts payable. The conversion price is 75 % of the average
of the three lowest last sale prices over the 25 trading days prior to conversion. Initially accounted for as a beneficial conversion
feature under ASC 470, the note was later reclassified as a derivative under ASC 815. As of December 31, 2024, the remaining balance
was $ 167,048, classified as short-term.

 Sep 2016 Note

 The Company issued a $ 430,896 convertible
note ("Sep 2016 Note") in exchange for accounts payable. The Sep 2016 Note has similar terms to the Dec 2015 Note, with a
conversion price of 75 % of the three lowest sale prices over 25 trading days. It is accounted for as a derivative under ASC 815 due to
reset features. As of December 31, 2024, the remaining balance was $ 430,896, classified as short-term.

 Apr & May 2018 Notes

 The Company issued two notes ("Apr
& May 2018 Notes") for $ 300,000, with a 10 % annual interest rate and a maturity date extended through a settlement agreement
in 2019. During the year ended December 31, 2023, the Company wrote off the balance and recorded a $ 218,064 gain. As of December 31,
2024, no balance remains.

 Nov 2020 Note

 The Company issued a $ 50,000 convertible
promissory note ("Nov 2020 Note"), extended for 60 months, bearing 10 % annual interest. The conversion price is the lesser
of $ 0.05 per share or 50 % of the lowest trade price post-issuance. The conversion feature is treated as a derivative under ASC 815. As
of December 31, 2024, the remaining balance was $ 13,772, classified as long-term.

 Convertible Promissory Note –
Jan 21 Note

 On January 25, 2021, the Company entered
into an unsecured convertible promissory note (the "Jan 21 Note") in the amount of $ 60,000, which was received in full. The
Jan 21 Note had an original maturity date of January 25, 2022, and was extended for an additional sixty (60) months from the maturity
date. The note bears interest at 10 % per year and may be converted into shares of the Company's common stock at a conversion price
equal to the lower of (a) $ 0.05 per share, (b) 50 % of the lowest trade price of common stock recorded after the effective date, or (c)
the lowest effective price per share granted.

 For each conversion, if shares are
not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $ 2,000 per day is assessed for each day after
the third business day until the shares are delivered.

 The conversion feature of the Jan 21
Note is accounted for as a derivative under ASC Topic 815, Derivatives and Hedging, due to its reset conversion features. As of December
31, 2024, the balance of the Jan 21 Note was $ 60,000, classified as long-term.

 F- 26

 Derivative Liability

 The Company evaluated the financing
transactions under ASC Topic 815 and determined that the conversion feature of the convertible promissory notes does not qualify for
exemption as a conventional convertible instrument due to its variable conversion rate. Since the note has no explicit limit on the number
of shares issuable, it does not meet the equity classification criteria under current accounting standards.

 The Company elected to recognize the
note under ASC 815-15-25-4, separating it into a host contract and a derivative instrument. The entire note is measured at fair value,
with changes in fair value recognized in earnings. A derivative liability was recorded to represent the imputed interest associated with
the embedded derivative. This derivative liability is adjusted periodically to reflect fluctuations in the Company's stock price.

 As of December 31, 2024, the derivative liability for the convertible
promissory notes was $ 14,551,132.

 WODI

2024, WODI raised an additional $ 2,767,701 in capital through convertible secured promissory notes.

 Additionally, during 2024 as part of settlement, conversion, and redemption
agreements, WODI redeemed 224,196,748 shares of the Parent Company's common stock. The fair value of the redeemed shares, based
on the closing share prices on the dates of the convertible secured promissory note agreements, was added to the cash value of shareholders'
investments in WODI convertible secured promissory notes.

 The loss from these settlement and
conversion agreements totaled $ 1,866,849 and was recognized in the consolidated statements of operations.

 As of December 31, 2024, WODI had
outstanding convertible secured promissory notes totaling $ 21,363,639.

 7.

 from contracts with customers

 Equipment Contracts

 Revenue and related costs on equipment
contracts are recognized over time as performance obligations are satisfied in accordance with ASC
606. Revenue and associated profit are recognized as the customer obtains control of the goods and services specified in the contract.

 Un-allocable indirect costs and general
and administrative expenses are charged for the periods as incurred. If a loss on a contract is anticipated, the loss is recognized immediately.

 F- 27

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

 Twelve Months Ended

 2024

 2023

 Equipment Contracts

 $
 2,946,982

 $
 4,036,326

 Component Sales

 1,253,883

 980,895

 Pump Stations

 1,068,755

 607,790

 Waste Water Treatment Systems

 154,262

 950,775

 Services Sales

 99,230

 95,750

 Rental Income

 9,523

 26,292

 Commission & Training

 9,000

 10,350

 $
 5,541,635

 $
 6,708,178

 Revenue recognition for other sales
arrangements, such as component sales and service sales, remained materially consistent during the periods presented.

 Contract Balances

 Contract assets represent revenue
recognized in excess of amounts billed on contracts in progress, while contract liabilities reflect billings
that exceed revenue recognized. Assets and liabilities related to long-term contracts
are classified as current in the balance sheets, as they are expected to be settled
within the normal course of contract completion.

 As of December
31, 2024, the contract asset balance was $ 1,246,080,
and the contract liability balance was $ 4,111,797.
As of December 31, 2023, the contract asset balance
was $ 455,102, and the contract liability balance was
 $ 1,346,366.

 8.

 Financial assets

 As of December
31, 2024, the Company holds an investment in WTII common stock, with a fair value of $ 31,646, reflecting an unrealized gain of $ 4,521
for the year. The investment is measured at fair value on a recurring basis, with changes recognized in net income.

 This investment
is classified as an equity security under ASC 321, Investments – Equity Securities, and is subject to ongoing fair value adjustments
based on the quoted market price as of the reporting date.

 9.

 Loans payable

 The company previously entered into short-term loans with
various lenders for capital expansion, secured by company assets. These loans, totaling $ 1,749,970, including finance costs of $ 624,810,
had terms ranging from two to six months, with maturity dates between October 2018 and February 2019. As of December 31, 2024, all outstanding
balances on these loans have been fully repaid, and the remaining net balance is $ 0.

 On December 6, 2023, the Company entered
into a short-term loan agreement with a lender, secured by company assets. The loan amount was $ 149,900, including finance costs of $ 59,900,
which were expensed upon initiation. The Company received net proceeds of $ 90,000. As of December 31, 2024, the loan has been fully repaid,
and the outstanding balance is $ 0

 F- 28

 Small Business Administration Loan

 On June 12, 2020, the Company received
a $ 150,000 Economic Injury Disaster Loan (EIDL). Following the deferral period, the Company began making monthly principal and interest
payments. As of December 31, 2024, the remaining balance on the loan remains $ 150,000

 Settlement of Liability with
C6 Capital LLC

 On March 12, 2021, through its subsidiary
PWT, the Company settled a dispute with C6 Capital LLC. As part of the settlement, C6 Capital vacated its judgment and released all encumbrances,
fully discharging the Company from further obligations. A gain of $ 30,646 was recognized for the year ended December 31, 2024, reflecting
the liability write-off in the consolidated statement of cash flows under Gain on the extinguishment of debt.

 Receivables Financing Agreement

 On May 13, 2024, the Company entered
into a Future Receivables Agreement with Lee Advance LLC, receiving $ 150,000 in exchange for selling 11 % of future receivables until
a total of $ 225,000 was repaid. An origination fee of $ 15,000 was charged, and repayments were made weekly. As of December 31, 2024,
the outstanding balance has been fully repaid, and the remaining balance is $ 0. The arrangement included a $ 75,000 debt discount, which,
along with the origination fee, was amortized as $ 90,000 in interest expense. This amortization is reflected in the consolidated statement
of cash flows under debt discount recognized as interest expense.

 Related Party Loans Payable

 As of December 31, 2024, the Company had
two outstanding promissory notes issued to its CEO, reviewed and approved by the Board under the Company's Related Party Transaction Policy
for general corporate purposes.

 The first note, issued on September
24, 2024, has a principal amount of $ 98,000 and accrues interest at an annual rate of 10 %. Monthly payments of $ 9,212 began on October
24, 2024, with the full principal and any unpaid interest due on the earlier of March 24, 2025, or upon certain events of default.

 The second note, issued on September 2, 2024, has a principal amount
of $ 208,000, consisting of a $ 200,000 cash advance and an $ 8,000 loan fee. It also carries an annual interest rate of 10 %, with monthly
payments of $ 13,877 commencing on October 4, 2024. The total principal and accrued interest are due on March 2, 2025, or earlier if specific
default conditions occur. This note is subordinated to other company indebtedness.

 As of December 31, 2024, the combined outstanding balance of both notes
was $ 238,046. For further details, see Footnote 15 – Related Party.

 10.

 Income taxes

 The Company is subject to U.S. federal
and state income taxes and files income tax returns in the U.S. federal jurisdiction and the state of California. With few exceptions,
the Company is no longer subject to U.S. federal, state, local, or non-U.S. income tax examinations by tax authorities for years before
2017.

 The Company's policy is to recognize
interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended
December 31, 2023, and 2024, the Company did not recognize any interest or penalties related to income tax positions.

 F- 29

 As of December 31, 2024, the Company had net operating loss (NOL) carryforwards
of approximately $ 14,986,565. Due to the uncertainty of realizing the benefits of these NOL carryforwards, a valuation allowance equal
to the total deferred tax asset has been recorded. Accordingly, no tax benefit has been reported in the accompanying consolidated financial
statements.

 No tax positions included in the balance
at December 31, 2024, involve ultimate deductibility that is highly certain but uncertain regarding timing. Due to deferred tax accounting,
such uncertainties would not affect the annual effective tax rate but could accelerate cash payments to taxing authorities.

 The Company continues to monitor potential
changes in tax legislation and regulations that may impact future tax positions.

 The Company's income tax provision
differs from the expected income tax determined by applying the U.S. federal and state income tax rate to pretax income for the years
ended December 31, 2024, due to the following:

 2024

 2023

 Book loss

 $
 3,742,746

 $
 2,441,414

 Tax to book differences for deductible expenses

 ( 621
)

 ( 4,333
)

 Tax non-deductible expenses

 ( 1,550,588
)

 ( 1,556,639
)

 Valuation Allowance

 ( 2,191,537
)

 ( 880,442
)

 Income tax expense

 $
 -

 $
 -

 Deferred Taxes

 Deferred taxes are accounted for using
the liability method, where deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards,
and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences arise from differences between the
reported amounts of assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for changes in tax laws and rates as of the date of enactment.

 The components of net deferred tax
liabilities as of December 31, 2024, and 2023, are as follows:

 2024

 2023

 Deferred tax assets:

 NOL carryover

 $
 3,147,179

 $
 10,895,202

 Other carryovers

 727,407

 728,907

 Deferred tax liabilities:

 Depreciation

 ( 61,582
)

 ( 149,889
)

 Less Valuation Allowance

 ( 3,813,004
)

 ( 11,474,220
)

 Net deferred tax asset

 $
 -

 $
 -

 Due to the change in ownership provisions under the Tax
Reform Act of 1986, the Company's NOL carry-forwards for Federal income tax purposes are subject to annual limitations. Should
a change in ownership occur, the use of NOL carry-forwards in future years may be restricted.

 11.

 WODI

 WODI is a subsidiary of OriginClear,
Inc. that provides water treatment services under a DBOO model, allowing private
businesses to pay for water treatment on a per-gallon basis. WODI collaborates with regional
water service companies to finance, build, and operate these systems.

 On April
14, 2023, WODI acquired the MWS business unit from OriginClear,
Inc. The acquisition included all assets, licenses, patents, and associated transactions of
MWS. From the acquisition date, all MWS revenues, accounts
receivable, accounts payable, and liabilities were transferred to WODI.

 F- 30

 On September
21, 2023, WODI merged with PWT, forming a combined
entity operating under WODI. The merger was structured to enhance enterprise value in
preparation for a planned business combination with FRLA. As part of the merger, all WODI
shares and convertible notes were either exchanged or assumed, and in return, OriginClear, Inc.
received 2,171,068 shares of the combined Water On Demand entity.

 On October
24, 2023, WODI and FRLA entered into a definitive Business
Combination Agreement with the goal of listing WODI on Nasdaq through a de-SPAC transaction.
The following day, FRLA shareholders approved extending the deadline to complete the business
combination to November 5, 2024, with provisions for
twelve one-month extensions.

 On December
9, 2024, WODI and FRLA mutually agreed to terminate the Business Combination Agreement
due to prolonged regulatory delays, escalating costs, and increasing market uncertainties. Following
this decision, FRLA announced it would cease operations and proceed with liquidation, offering
its shareholders approximately $ 11.94 per share from its trust
account balance of about $ 10 million.

 Despite t he termination
of the business combination agreement and Fortune Rise Acquisition Corporation's liquidation,
WODI remains committed to its operational goals and continues to explore
strategic opportunities to enhance shareholder value.

 Promissory Notes

 Between December 22, 2022, when WODI
acquired the sponsorship interest in Fortune Rise Acquisition Corporation, and December 31, 2024, WODI and the Company made aggregate
payments of $ 4,029,985 on behalf of the SPAC to cover operating expenses and extension payments. In exchange, WODI and the Company received
unsecured promissory notes, referred to as the SPAC Notes, totaling $ 4,029,985. These notes are non-interest-bearing and are payable,
subject to the waiver of SPAC trust provisions, on the earlier of the consummation of the SPAC's initial business combination or
its liquidation. The principal balance of the SPAC Notes may be prepaid at any time at the discretion of the SPAC.

 The SPAC had been extended through
November 5, 2024, to allow time for completing administrative and regulatory requirements, including the filing of a registration statement
and addressing potential regulatory comments necessary to finalize the business combination. However, on December 12, 2024, WODI and
Fortune Rise Acquisition Corporation mutually agreed to terminate the Business Combination Agreement due to prolonged regulatory delays,
escalating costs, and increasing market uncertainties. Following the termination, Fortune Rise Acquisition Corporation announced its
intent to cease operations and begin liquidation proceedings after failing to make the extension payment due on December 5, 2024.

 As a result, the SPAC Notes are unlikely
to be repaid and will be evaluated for impairment in the Company's subsequent financial reporting periods. Management is actively
exploring alternative strategies to maximize shareholder value and advance WODI's operational objectives.

 Impairment of receivable

 Although the payments made on behalf
of FRLA represent amounts receivable to WODI, as of December 31, 2024, WODI has determined that the full amount of $ 2,350,366 related
to the SPAC Notes is impaired. This assessment is based on the probability that the SPAC will not have sufficient funds to repay both
its Class A shareholders and WODI for the amounts advanced.

 As a result, WODI recorded the full
$ 2,350,366 as an expense in its consolidated income statements for the year ended December 31, 2024, reflecting the uncertainty surrounding
the SPAC's ability to generate the necessary financial resources for repayment.

 If WODI had successfully completed
a merger with the SPAC, all amounts paid on behalf of the SPAC, including any future payments made until the merger was fully consummated,
would have been expected to be reimbursed. However, as of the date of this filing, the Business Combination Agreement with FRLA has been
terminated, and the SPAC has announced its intent to liquidate. These developments significantly reduce the likelihood of recovering
the impaired amount.

 F- 31

 Impairment
analysis for Class B Common Founder Shares as of December 31, 2024

 The Company
engaged an independent valuation firm to assess the fair value of its Sponsor Founder Shares (Class B) in Fortune Rise Acquisition Corporation
as of December 31, 2023. The valuation firm conducted a detailed analysis to determine the appropriate value and assess whether an impairment
was necessary.

 As part of
the valuation, the firm reviewed the Company's S-4 filing, business combination agreement, and other relevant documentation. A
Monte Carlo Model was developed to simulate multiple potential outcomes, including fluctuations in stock price, the timing of the business
combination, and the expiration of transfer restrictions. This model incorporated 50,000 iterations to project different scenarios. The
firm also projected the discounted cash flow from the potential sale of the securities once restrictions were lifted, applying a probability-weighted
approach and discounting for lack of marketability.

 Following
this analysis, the independent valuation firm determined that the fair value of the FRLA Sponsor Founder Shares was not impaired as of
the valuation date.

 Recording
of membership interest

 As of December
31, 2023, WODI recorded the purchase of the Class B Founder Shares at the lower of cost or market, valuing the investment at $ 400,000.
This amount is presented on the consolidated balance sheet as an Other asset. The valuation reflects the original purchase price, given
no impairment indicators were identified as of the reporting date.

 However, due
to termination of the SPAC transaction, the investment is no longer considered recoverable, and the balance has been reduced to $ 0 as
of December 31, 2024.

 Restricted
Stock to WODI Board, Employees and Consultants

 Between August 12, 2022, and August
3, 2023, WODI entered into Restricted Stock Grant Agreements (WODI RSGAs) with Board members, employees, and consultants to incentivize
management, improve WODI's economic performance, and enhance its overall value. The WODI RSGAs allow for the issuance of up to
 15,550,000 shares of WODI common stock, contingent upon the achievement of specific milestones and vesting requirements.

 Under the WODI RSGAs, restricted shares
may become fully vested and no longer subject to forfeiture upon achieving defined milestones. If WODI shares are uplisted to a national
securities exchange, 25 % of the restricted shares will vest upon uplisting, with an additional 6.25 % vesting every three months thereafter.
Vesting is subject to trading volume limitations, calculated as the greater of 1 % of the outstanding common stock as reported in WODI's
most recent SEC filing or the average weekly trading volume on a national securities exchange over the preceding four calendar weeks.
If WODI shares are delisted and quoted on an over-the-counter market, similar trading volume limitations will apply.

 If WODI does not achieve a national
exchange listing within three years of the RSGAs' effective date, vesting will occur at 25 % on the three-year anniversary of the
effective date, with an additional 6.25 % vesting every three months thereafter.

 As of September 21, 2023, pursuant
to the Merger Plan Agreement, the total issuable shares under the WODI RSGAs were converted from 15,550,000 to 3,069,100 shares using
a conversion ratio of 0.19737. Subsequently, on October 23, 2023, certain WODI RSGAs were canceled, and new agreements were issued. As
of December 31, 2024, the total number of issuable shares under the WODI RSGAs was reduced to 2,508,186.

2024, no restricted shares vested, and no costs associated with the milestones were recognized, as the achievement of milestones and
vesting criteria was not deemed probable.

 F- 32

 12.

 Assets held for sale

 During 2024,
the Company received additional payments totaling $ 169,572. As of December 31, 2024, the remaining receivable balance was $ 0, which is
reflected on the consolidated financial statements.

 13.

 Employee retention tax
 credit

 During the
year ended December 31, 2023, the Company's subsidiary, Progressive Water Treatment, applied for and received an aggregate of $ 127,448
under the Employee Retention Tax Credit (ERTC) provisions of the CARES Act. This amount was recognized as other income in the consolidated
financial statements.

 14.

 Commitments and Contingencies

 Facility Rental

 The Company leases a production facility at 5225 W. Houston, Sherman, Texas,
under a non-cancelable operating lease classified in accordance with ASC 842, Leases. The lease commenced on July 1, 2024. Under a Triple
Net (NNN) arrangement, the Company is responsible for property taxes, insurance and maintenance., with a currently monthly rent of $ 13,313.

 Warranty Reserve

 PWT projects are generally warranted
against defects in materials and workmanship for one year from the date of completion, with certain construction areas and materials
having extended guarantees. Based on historical experience, known risks related to critical components, and management's assessment,
the Company recorded a warranty reserve of $ 50,000 as of December 31, 2024. This reserve reflects potential liabilities related to high-value
components (pumps, RO membranes, and EDI modules). Management believes this reserve is adequate to cover probable warranty claims.

 Litigation

 On July 12, 2023, the Company entered
into a Confidential Settlement and Mutual Release Agreement (the "Settlement Agreement") with Auctus Fund, LLC ("Auctus"),
resolving all outstanding legal disputes and claims arising from various loans and agreements. The Settlement Agreement resulted in the
termination of the pending appeal in the United States Court of Appeals for the First Circuit and the trial matter in the United States
District Court for the District of Massachusetts. All transactions and obligations between the Company and Auctus have been deemed null
and void. The terms of the Settlement Agreement are confidential and have no material impact on the Company's financial condition
or operations.

 On March 5, 2024, Process Solutions ("PSI")
filed a lawsuit against PWT in the Court of Common Pleas in Hamilton County, Ohio, alleging breach of contract and seeking damages. The
case was subsequently removed to federal court. The matter has since been settled and closed, with no outstanding claims or counterclaims
by either party.

 F- 33

 15.

 Related party

 As of December 31, 2024, the Company
issued two promissory notes to its CEO.

 Promissory Note for $98,000

 On September 24, 2024, the Company
issued a promissory note to the CEO with a principal amount of $ 98,000. The note accrues interest at a rate of 10 % per annum, with monthly
payments of $ 9,214 commencing on October 24, 2024. The principal, along with any unpaid interest is due upon the earlier of March 24,
2025, or upon occurrence of certain events of default.

 Promissory Note for $208,000

 On September 2, 2024, the Company
issued an unsecured promissory note to the CEO for a principal amount of $ 208,000, which includes a $ 200,000 cash advance and an $ 8,000
loan fee. The note accrues interest at 10 % per annum, with monthly payments of $ 13,877 starting on October 4, 2024. The entire principal
and accrued interest are due upon the earlier of March 2, 2025 (six months from the issuance) or upon the occurrence of certain events
of default. The note is subordinate to other Company indebtedness.

 Both promissory notes were reviewed
and approved by the Company's Board of Directors in accordance with the Company's Related Party Transaction Policy. The proceeds
from the notes will be used for general corporate purposes.

 Takeoff Services Inc

 On September 9 th, 2024, the CEO and EVP Kenneth A. Berenger
became partners in a separate company called Takeoff Services Inc. (TSI). The purpose of TSI is to assist early-stage companies in their
funding. This is not a function of the Company and there is no transfer of assets intended. TSI and the Company are currently negotiating
a collaboration under a non-binding MOU pursuant to which OCLN can select TSI client companies for incubation and acceleration, reinforcing
its historical role. Additional benefits are expected to accrue to the Company, such as reduction in rents as the Pittsburg facility where
funding activities take place and continuously improving market experience and leads for its own funding, all resulting from TSI's
work with other client companies.

 Shares issued for Alternative
Vesting

2024, the Company issued 20,937,829 shares of common stock under alternative vesting arrangements to related parties, including employees
and directors. These shares were issued in recognition of milestone achievements as determined by the Board

 16.

 Accrued expenses

 Accrued expenses consist of the following as of December 31,

 2024

 2023

 Accrued interest on notes

 $
 4,880,485

 $
 2,704,649

 Payroll, vacation and benefits

 549,884

 173,024

 Audit Fees

 81,355

 -

 Other

 ( 10,364
)

 -

 Total accrued expenses

 $
 5,501,360

 $
 2,877,673

 F- 34

 17.

 Concentrations

 Major Customers

 For the year ended December 31, 2024,
WODI had two customers that collectively accounted for 55.52 % of total billings. Customer one represented 43.91 % and customer two represented
 11.61 %. Management does not believe there is a significant concentration risk, as the Company continues to diversify its customer base.

 WODI had five major customers for the year ended December 31, 2023.
The customers represented 57.61 % of billings for the year ending December 31, 2023. The receivable contract balance for the customers
was $ 1,087,851 at December 31, 2023.

 Major Suppliers

 For the year ended December 31, 2024,
WODI did not have any vendors that accounted for more than 10% of the total accounts payable. Management believes there are no significant
risks associated with vendor concentration, as alternative suppliers are readily available.

 WODI had three major vendors for the
year ended December 31, 2023. The vendors represented 20.5 % of total expenses in the year ending December 31, 2023. The accounts payable
balance due to the vendors was $ 66,955 at December 31, 2023. Management believes no risk is present with the vendors due to other suppliers
being readily available.

 18.

 Reporting Segments

 The Company has determined that it
operates as a single reporting unit, in accordance with ASC 280, Segment Reporting. While management monitors the performance of distinct
business operations – PWT, MWS and WODI – the operations share common characteristics and are aggregated into one reportable
segment for external financial reporting purposes. This assessment is based on similarities in economic characteristics, products and
services, customers, and the regulatory environment. The Company's CEO serves the CODM.

 Internally, WODI is structured into
three operating segments, each aligned with its core business activities. The CODM evaluates performance and allocates resources based
on these segments to drive execution:

 Water System Solution Engineering focuses
on designing and delivering custom-engineered water treatment solutions, enabling decentralized and efficient water management.

 Modular/Prefabricated Treatment and
Conveyance Systems develop prefabricated and scalable treatment solutions, enabling decentralized and efficient water management.

 Full-Service Systems provides Water-as-a-Service
solutions, including design-build-operate models, allowing customers to pay per gallon rather than making upfront investments.

 Corporate expenses, including general
and administrative costs, executive salaries, and shared functions, are reported separately under Corporate.

 The CODM assesses segment performance
based on revenue, operating income, and key expense categories, with operating income serving as the primary profitability metric.

 F- 35

 The following table summarizes financial
results by segment for the year ended December 31, 2024, and 2023:

 Reportable Segments:

 Water System Solution

Engineering

 Modular/

Prefabricated

 Treatment and

Conveyance Systems

 Full Service

 Water

 Systems (Operate; Own

and Operate)

 Corporate

 Total

 Fiscal Year Ended December 31, 2024:

 $
 4,398,258

 $
 1,133,854

 $
 -

 $
 9,523

 $
 5,541,635

 Gross profit (loss)

 1,521,130

 ( 532,016
)

 -

 ( 16,402
)

 972,712

 General and administrative expenses

 893,647

 867,619

 -

 3,502,355

 5,263,621

 Operating income (loss)

 555,407

 ( 1,661,164
)

 -

 ( 6,019,052
)

 ( 7,125,809
)

 Segment assets

 4,334,993

 453,595

 -

 201,951

 4,990,539

 Gross profit as a % of revenue

 34.58
 %

 ( 46.92
)%

 0.00
 %

 ( 172.23
)%

 17.55
 %

 Fiscal Year Ended December 31, 2023:

 $
 5,004,904

 $
 1,676,982

 $
 -

 $
 26,292

 $
 6,708,178

 Gross profit (loss)

 782,215

 ( 155,694
)

 -

 ( 26
)

 626,495

 General and administrative expenses

 1,174,712

 491,885

 -

 3,017,930

 4,684,527

 Operating loss

 ( 472,490
)

 ( 748,782
)

 -

 ( 5,401,560
)

 ( 6,622,832
)

 Segment assets

 1,782,080

 960,088

 -

 400,839

 3,143,007

 Gross profit as a % of revenue

 15.63
 %

 ( 9.28
)%

 0.00
 %

 ( 9.34
)

 0.09
 %

 19.

 Subsequent Events

 On January 13, 2025, the Board of Directors of
WODI approved and adopted an Amended and Restated Certificate of Incorporation, subject to shareholder approval. The amendment includes
the designation and rights of the Series A, Series B, and Series C Preferred Stock. Additionally, the Board authorized the issuance of
 1,000 shares of Series C Preferred Stock, payable in cash or other considerations as permitted by law, with the CEO purchasing all 1,000
shares. The Board also approved private placements of up to $ 5 M of Series A Preferred Stock and $ 10 M of Series B Preferred Stock, each
including warrants and rights. These transactions were authorized under exemptions from registration provided by Section 4(a)(2) of the
Securities Act of 1933. The Company intends to file the Amended and Restated Certificate of Incorporation with the Utah Division of Corporations
and Commercial Code upon shareholder approval.

 Management has evaluated subsequent events through the issuance date
of these consolidated financial statements and concluded that, except as disclosed, there are no additional events requiring adjustments
or further disclosure:

 Between January 2, 2025, and March
27, 2025, the Company issued an aggregate of 3,189,000 shares of common stock under the Regulation A Offering.

 Between January 31, 2025, and February
28, 2025, the Company issued to consultants an aggregate of 6,408,825 shares of common stock in exchange for services.

 Between January 31, 2025 and February
12, 2025, the Company issued an aggregate of 46,634,094 shares of common stock to employees.

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