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, ~~2023~~2024

☐ 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

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

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

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

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

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

Indicate 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. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate 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 $910,~~485~~500,~~864~~516 based upon the closing sales price of the registrant’s common stock on June 30, ~~2023~~2024 of $0.~~0073~~0071 per share.

At ~~April~~March 1731, ~~2024~~2025, 1,~~517~~728,~~699~~349,~~125~~438 shares of the registrant’s common stock, par value $0.0001 were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1011
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Reserved	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2322
Item 8.	Financial Statements and Supplementary Data	2322
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2322
Item 9A.	Controls and Procedures	2322
Item 9B.	Other Information	2423
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	2423
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2524
Item 11.	Executive Compensation	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2928
Item 13.	Certain Relationships and Related Transactions, and Director Independence	30
Item 14.	Principal Accountant Fees and Services	30
Item 15.	Exhibits, Financial Statement Schedules	31
SIGNATURES		33

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.

PART I

ITEM 1. BUSINESS.

Organizational History

OriginClear, Inc. ~~(“we”~~, ~~“us”, “our”,~~ (the “Company”, “OCLN” or “OriginClear”) was incorporated in Nevada on June 1, 2007 ~~under the laws of the State of Nevada~~. WeInitially ~~have~~focused ~~been~~on ~~engaged~~research, indevelopment, ~~business~~and ~~operations since June 2007. In 2015~~licensing, ~~we moved into~~ the ~~commercialization phase of our business~~ ~~plan~~Company ~~having~~transitioned ~~previously~~to ~~been~~commercialization ~~primarily involved~~ in ~~research, development and licensing activities~~2015. Our principal offices are located at 13575 58th Street North, Suite 200, Clearwater, FL 33760. Our main telephone number is (727) 440-4603. ~~Our~~More ~~website~~information ~~address~~ is available on our website, www.OriginClear.com~~. The~~, ~~information contained on~~however, ~~connected to or that can be accessed via our~~ the website content is not ~~part~~incorporated ofin this report.

Overview of Business

~~OriginClear was founded~~ Founded as OriginOil® in 2007, ~~and~~OriginClear ~~began~~rebranded ~~trading on the OTC~~ in ~~2008. In~~ 2015, ~~it was renamed as OriginClear®~~ to reflect its ~~new~~focus ~~mission~~on toinnovation ~~develop breakthrough businesses~~ in the industrial water sector. ~~Today, OriginClear structures itself~~ Operating as the Clean Water Innovation Hub™ (“CWIB”), ~~and~~the ~~intends~~Company toincubates ~~use~~and ~~its well-developed~~launches ~~retail~~innovative ~~investor~~businesses ~~development~~that ~~capabilities~~create tovalue within ~~help~~the ~~bring~~global ~~potentially~~water ~~disruptive~~industry ~~companies~~and ~~to market~~beyond. ~~For the foreseeable future, however,~~ OriginClear ~~intends~~is tofully ~~devote~~dedicated ~~its entire capabilities~~ to ~~the~~supporting ~~success of~~ its subsidiary, Water On Demand, Inc. (“WODI”).

InWODI ~~2023,~~comprises ~~OriginClear combined~~ three ofdistinct ~~its~~ operating ~~divisions into the single WODI subsidiary~~units, inModular ~~anticipation~~Water ofSystems ~~a merger of such subsidiary with Fortune Rise Acquisition Corp~~ (“~~FRLA~~MWS”), aProgressive ~~Special~~Water ~~Purpose~~Treatment ~~Acquisition Company. The definitive merger agreement between~~(“PWT”), ~~WODI~~ and ~~FRLA~~Water ~~was announced~~ on ~~October~~Demand 24(“WOD”), ~~2023:~~the ~~https://www.originclear.com/company~~last being a development-~~news/originclears-water-on-demand-and-fortune-rise-acquisition-corporation-announce-~~stage business~~-combination-to-create-nasdaq-listed-company~~.

~~WODI is~~● ~~composed~~PWT: ofThis ~~three~~unit ~~operating~~generates ~~units,~~the ~~Modular~~largest ~~Water~~portion ~~Systems~~of ~~(“MWS”),~~the ~~Progressive~~Company’s ~~Water~~revenue ~~Treatment~~by ~~(“PWT”),~~providing ~~and Water~~engineered onwater ~~Demand~~treatment ~~(“WOD”),~~solutions ~~the~~and ~~last~~custom ~~being~~treatment ~~a development stage business~~systems.

● ~~PWT~~MWS: isHolds ~~responsible~~an ~~for~~exclusive amaster ~~significant~~license ~~percentage~~which includes three active patents and related intellectual property (“IP”). In April 2023, an independent valuation estimated the nominal value of the ~~Company~~IP at between $26.6 million and $53.2 million. MWS’s ~~revenue,~~product ~~specializing~~offerings inare ~~engineered~~uniquely ~~water~~differentiated ~~treatment~~by ~~solutions~~this IP, further enhanced by proprietary knowledge and ~~custom~~best-in-class ~~treatment~~business ~~systems~~practices.

● ~~MWS~~WOD: ~~houses~~Unit ain ~~worldwide,~~development ~~exclusive~~that ~~master~~aims ~~license~~ to ~~the~~offer ~~intellectual~~private ~~property~~business ofwater ~~Daniel~~self-sustainability M.as ~~Early,~~a ~~consisting~~service of– ~~five~~allowing ~~patents~~them ~~and~~to ~~related~~pay ~~intellectual~~for ~~property,~~water ~~know-how~~treatment and ~~trade~~purification ~~secrets~~services ~~(“Early~~on ~~IP”). In April 2023, OriginClear commissioned~~ a ~~valuation~~per-gallon ofbasis ~~the~~– ~~Early IP, which yielded~~ a ~~nominal~~model ~~value~~commonly ~~between~~known ~~$26,637,185~~as ~~and~~Design-Build-Own-Operate ~~$53,224,807~~(“DBOO”). ~~MWS~~The ~~features~~Company ~~products~~is ~~differentiated~~currently bypreparing ~~the~~for ~~Early~~a IPshowcase ~~and~~of ~~complemented~~this ~~with additional knowhow and trade secrets~~model.

●Recent WOD is an incubation of the Company which intends to offer private businesses water self-sustainability as a service - the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate (“DBOO”).Developments

~~Water~~In ~~Businesses~~2023, OriginClear consolidated three operating divisions into WODI.

The Company develops and incubates businesses in its role as the Clean Water Innovation Hub™ (“CWIB”). The mission of CWIB in general, is to create valuable properties through an incubation process that results in the launching of valuable spinoffs that add value to the world’s water industry, among others.1

~~Currently,~~Water ~~OriginClear’s mission as the CWIB is the following:~~Businesses

1.As ~~Support~~ the ~~rollout~~Clean ofWater Innovation Hub™ (“CWIH”), the Company ~~WODI~~develops ~~post-merger~~and ~~entity~~incubates ~~(by~~businesses ~~retaining~~to ~~name).~~create ~~OriginClear~~value ~~has~~within ~~proposed~~the aglobal ~~post-merger~~water ~~management~~industry ~~services~~and ~~contract~~related ~~with~~sectors. The CWIH’s mission ~~WODI~~is to establish valuable assets, ~~which~~spin ~~over~~them ~~time~~off ~~will~~into beindependent ~~phased~~entities, ~~out~~and asthereby ~~WODI~~contribute ~~builds~~to ~~its~~the ~~own~~overall ~~internal~~growth ~~team~~of the industry and ~~capabilities;~~beyond.

2.Following Inthe ~~particular~~termination of the proposed business combination, ~~OriginClear~~the Company iscontinues ~~assisting~~to ~~WODI~~focus ~~with~~on its ~~aggressive acquisitions~~core ~~plan~~objectives. It intends to identify, ~~starting~~develop ~~now~~and potentially launch new ventures, as it previously did with MWS in 2018 and toWODI bein ~~finalized~~2021. ~~post~~The ~~the~~Company ~~SPAC~~may ~~merger~~also ~~(there~~pursue isstrategic noacquisitions, ~~assurance~~building on the experience gained from its 2015 acquisition of ~~success~~PWT, ~~for~~and ~~the~~is ~~merger~~open orto ~~for~~exploring opportunities outside the ~~planned~~water sector. ~~acquisitions);~~

3.Water ~~Initiate non-binding~~On ~~agreements for the acquisition of related businesses by WODI or the post-merger entity, which will depend on the outcome of the BCA process; and~~Demand

4.Through ~~For~~ its ~~own~~subsidiary ~~account~~WODI, tothe ~~accelerate~~Company ~~new~~is ~~businesses~~developing an ~~that~~outsourced itwater ~~may~~treatment ~~create (as~~business itknown ~~did~~as ~~with~~WOD, ~~MWS~~operated inthrough ~~2018~~its ~~and~~subsidiary, ~~with~~WODI. The WOD inmodel ~~2021),~~aims ~~acquire~~to (offer customers water self-sustainability as ita ~~did~~service ~~with~~– ~~PWT~~allowing inthem ~~2015)~~to orpay ~~partner~~on ~~with~~a ~~strategically~~per-gallon basis for managed wastewater treatment services rather than incurring significant upfront capital equipment acquisition costs. ~~For~~This ~~this~~approach, ~~new~~generally ~~phase~~known as DBOO, ~~the~~ ~~Company~~provides ~~may~~an ~~also~~alternative ~~engage~~to conventional inon-site ~~projects~~wastewater ~~outside~~treatment ~~the~~solutions ~~water~~requiring ~~industry~~substantial initial investments.

1The 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.

OnWODI intends to delegate the building and operation of WOD-Financed ~~April~~systems 2to regional water companies under performance contracts, ~~2024~~thus ~~OCLN~~creating ~~announced~~a network of partners that can enable rapid scaling and establish a ~~strategic~~competitive ~~partnership~~barrier ~~with~~to ~~entrepreneur~~entry. ~~Kevin~~At ~~Harrington~~the time of this filing, aWODI ~~co-founding~~made ~~board~~its ~~member~~first acquisition of ~~the~~personnel ~~Entrepreneur’s~~resources, hiring veteran ~~Organization~~C-Level Executive, toJames ~~bring~~Woloszyn ~~critical~~as ~~global~~its ~~attention~~Chief Operating Officer. The Company intends to ~~OriginClear'~~scale as it expands by acquiring further staff or independent resources. WODI’s ~~crowdfunding~~other ~~campaign~~divisions, ~~now~~PWT inand 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 ~~preview~~management ~~invitational~~services ~~stage~~arrangement. ~~https://www.originclear.com/company-news/original-shark-kevin-harrington-brings-his-star-power-to-originclear-crowdfunding-campaign.~~

~~Water~~ On ~~Demand~~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.

~~The Company is developing~~On anMarch ~~outsourced~~26, ~~water~~2024, ~~treatment~~the ~~business~~Company ~~called~~announced ~~Water~~a OnMemorandum ~~Demand~~of ~~(“WOD”),~~Understanding ~~which~~between itMWS ~~conducts~~and ~~through~~Enviromaintenance ~~its~~to ~~subsidiary,~~collaborate ~~Water~~ on ~~Demand,~~ ~~Inc.~~the ~~(“WODI”).~~planned ~~The~~ WOD pilot ~~model~~program ~~intends~~in tothe ~~offer~~Greater ~~private~~Central ~~businesses~~Texas ~~water~~Region. ~~self-sustainability~~On asApril a9, ~~service~~2024, the ~~ability to~~Company ~~pay~~announced ~~for~~that ~~water treatment and purification services on a per-gallon basis~~Klir, ~~with~~Inc. ahad ~~percentage~~been ofselected ~~net profits paid~~ to ~~investors and stakeholders.~~support ~~This~~the isWOD ~~commonly known as Design-Build-Own-Operate or “DBOO”. The Company is currently evaluating~~ pilot, ~~opportunities~~further tobolstering ~~enable outsourced water treatment as a managed service and that is paid by~~ the ~~gallon~~Company’s asefforts ~~an alternative~~ to ~~having~~provide todecentralized ~~come~~water upmanagement ~~with~~solutions ~~significant up-front~~on ~~capital~~a ~~for in~~pay-~~house wastewater treatment~~per-gallon basis. ~~Recently,~~Additional ~~the~~information ~~Company~~regarding ~~announced~~these ~~agreements~~developments ~~with~~is ~~water~~available ~~services company Enviromaintenance and utility network software provider Klir, to help develop a WOD commercial pilot~~ in the ~~Mobile~~Company’s ~~Home~~publicly ~~Park~~filed ~~sector~~materials.

~~WODI may build, maintain and~~Progressive ~~service~~Water ~~the~~Treatment ~~water treatment systems it finances, but as these expand it intends to contract with regional water service companies to carry out these functions~~Inc. On April 6, 2022, an agreement in principle was reached to work with the first of these intended contractors, Envirogen Technologies (www.envirogen.com), a 30-year international provider of environmental technology and process solutions (www.originclear.com/company-news/originclear-and-envirogen-to-partner-on-water-on-demand). Future resources to build, maintain and service these financed systems may come from acquisitions; however, these are not actively being planned.

~~WODI~~PWT, ~~delegates~~based ~~the~~in ~~building~~Sherman, ~~and~~Texas, ~~operating~~designs, ofbuilds, ~~WOD-financed~~and ~~systems~~services toa broad ~~regional~~range ~~water~~of ~~companies~~industrial ~~under~~water ~~performance~~treatment ~~contract,~~solutions. ~~with~~It ~~the~~seeks ~~aim~~to ofprovide ~~developing~~ a ~~network~~comprehensive, ~~of such partners. This is expected~~ end-to ~~enable rapid scale~~-upend ofoffer ~~the~~that ~~WOD~~addresses ~~program, and~~ the ~~partner~~increasing ~~network~~corporate demand ~~would~~for ~~create~~outsourced awater ~~high barrier to entry for competitors~~treatment.

AtPWT ~~the~~designs ~~time~~and ofmanufactures ~~this~~turnkey ~~filing,~~water ~~the~~treatment ~~WOD~~systems ~~division~~for ofmunicipal, industrial ~~WODI~~and ~~has~~pure nowater ~~staff or independent resources~~applications. ~~WODI’s~~Its ~~PWT~~competitive ~~and~~advantages ~~MWS~~lie ~~divisions~~in ~~have~~25-years’ ~~a total~~ of 32experience ~~employees.~~that ~~The~~enables ~~Board~~depth of ~~Directors of OriginClear serves as~~understanding ~~the Board for WODI, the CEO~~ of ~~OriginClear~~each ~~serves~~customer’s asneeds ~~CEO of WODI,~~ and ~~the~~employing ~~CFO~~multiple oftechnologies ~~OriginClear~~– ~~also~~such ~~serves~~ as ~~CFO~~chemical ofinjection, ~~WODI.~~media ~~Under~~filtration, amembranes, ~~management services arrangement~~ion exchange, ~~OCLN~~and ~~provides~~supervisory ~~WODI~~control ~~with staffing~~ and ~~administrative~~data ~~resources~~acquisition in(“SCADA”) ~~return for~~systems ~~the~~– ~~funding~~to ~~for~~deliver ~~WODI’s~~complete, ~~prospective~~customized ~~merger with FRLA and the making of certain special distributions~~solutions.

OnIn addition ~~February~~to ~~15,~~system ~~2024,~~design ~~the Company~~ and ~~Fortune~~manufacturing, ~~Rise~~PWT ~~Acquisition~~offers ~~Corporation~~ongoing ~~(Nasdaq:~~services ~~FRLA),~~that ainclude ~~Special~~maintenance ~~Purpose~~contracts, ~~Acquisition Company (SPAC)~~retrofits, ~~announced the filing of a registration statement on Form S-4 with the SEC which includes a preliminary proxy statement~~ and ~~prospectus in connection with the proposed~~replacement ~~business~~support. ~~combination~~The ~~with~~Company ~~OCLN~~also ~~subsidiary~~rents ~~Water~~equipment Onunder ~~Demand~~contracts ~~(WODI), an investor-funded service offering decentralized water management solutions and technologies to businesses and communities, potentially without the burden~~ of ~~upfront~~varying ~~capital expenditures~~terms. WODI is a subsidiary of OriginClear, Inc. (OTC Other: OCLN). https://www.originclear.com/company-news/originclears-water-on-demand-and-fortune-rise-acquisition-corporation-seek-to-combine-under-form-s-4-registration-statement.

On March 26, 2024, the Company announced the signing of a Memorandum of Understanding (MOU) between Modular Water Systems (MWS) and Enviromaintenance of Georgetown, TX to collaborate on its planned Water On Demand pilot program focusing on mobile home parks (MHP) in the Greater Central Texas Region. https://www.originclear.com/company-news/originclears-modular-water-systems-and-enviromaintenance-partner-for-water-on-demand-pilot-program2

~~On April 9, 2024, the Company~~Modular ~~announced the selection of Klir, Inc. (www.klir.com) to support its planned~~ Water OnSystems Demand pilot program focusing on mobile home parks (MHP) in the Greater Central Texas Region. https://www.originclear.com/company-news/modular-water-systems-and-klir-partner-for-water-on-demand-pilot-program.

~~Progressive~~MWS provides ~~Water~~a ~~Treatment~~distinctive ~~Inc~~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.

~~Progressive Water~~On ~~Treatment~~June ~~(“PWT”)~~9th, ~~is a Dallas-based designer~~2023, ~~builder~~Daniel ~~and~~M ~~service~~Early ~~provider~~executed ~~for~~the asame ~~wide~~licensing agreement ~~range~~with ofWater ~~industrial~~on ~~water~~Demand, ~~treatment applications~~Inc. ~~PWT~~and ~~aims~~on toJune ~~offer~~12, ~~a complementary~~2023, ~~end-to-end~~mutually ~~offering~~canceled towith ~~serve~~OriginClear ~~growing~~the ~~corporate~~May ~~demand~~2020 ~~for outsourced water treatment~~license.

~~PWT~~MWS, ~~designs~~supported by PWT and ~~manufactures~~other afabricators, ~~complete~~designs, ~~line~~manufactures, ofand ~~water~~delivers ~~treatment~~prefabricated ~~systems~~water ~~for~~transport ~~municipal~~products, ~~industrial~~marketed under the EveraMOD™ brand; and ~~pure~~wastewater ~~water~~treatment ~~applications.~~plant ~~Its~~(“WWTP”) ~~uniqueness is~~solutions, ~~its~~sold ~~ability~~under tothe ~~gain~~EveraSKID™ anand ~~in-depth~~EveraTREAT™ brands. ~~understanding~~These ofsystems ~~customer’s~~serve ~~needs~~a ~~and~~variety ~~then~~of toend ~~design~~users ~~and~~– ~~build~~including aschools, ~~turnkey~~small ~~water~~communities, ~~treatment~~institutional ~~system~~facilities, real estate ~~using~~developments, ~~multiple~~factories, ~~technologies~~and toindustrial ~~provide~~parks a– ~~complete~~that ~~solution~~must ~~for~~treat ~~its~~their ~~customers~~own wastewater.

~~PWT utilizes~~On aAugust ~~wide range of technologies~~12, ~~including chemical injection~~2022, ~~media~~the ~~filters,~~Company ~~membrane,~~announced ~~ion~~the ~~exchange~~delivery and ~~SCADA (supervisory control~~installation ~~and~~of ~~data~~its ~~acquisition)~~EveraBOX™ ~~technology~~solution infor ~~turnkey~~the ~~systems.~~Beaver ~~PWT~~Falls ~~also~~Municipal ~~offers~~Water aAuthority ~~broad~~in ~~range~~Pennsylvania. ofEveraBOX, ~~services~~like ~~including~~other ~~maintenance~~MWS ~~contracts~~products, ~~retrofits~~utilizes ~~and~~High-Density ~~replacement~~Polyethylene ~~assistance.~~(HDPE) Inor ~~addition,~~Polypropylene ~~PWT~~(PP) ~~rents~~– ~~equipment~~classified inas ~~contracts~~Structural ofReinforced ~~varying~~Thermoplastic ~~duration.~~Pipe ~~Customers~~(SRTP) ~~are primarily served in the United~~materials. ~~States~~These ~~and~~materials ~~Canada,~~are ~~with~~resistant ~~the~~to ~~company’s~~supply ~~reach~~chain ~~extending~~disruptions ~~worldwide~~affecting ~~from~~metal ~~Siberia~~and tofiberglass ~~Argentina to the Middle East~~construction.

2On 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.

~~Modular~~On March ~~Water~~26, ~~Systems~~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: https://www.originclear.com/company-news/originclears-modular-water-systems-and-enviromaintenance-partner-for-water-on-demand-pilot-program.

~~Modular~~Patents ~~Water Systems (“MWS”) offers a unique product line of prefabricated water transport~~ and treatment systems. Daniel “Dan” Early P.E. (Professional Engineer) heads the MWS division. On June 25, 2018, Dan Early granted the Company a worldwide, exclusive non-transferable license to the technology and knowhow behind MWS (See “Intellectual Property~~”). A ten-year renewal on May 20, 2020 added the right to sublicense and create manufacturing joint ventures.~~

~~With~~On ~~PWT~~June ~~and~~25, ~~other~~2018, ~~companies~~Dan asEarly ~~fabricators~~granted ~~and~~the ~~assemblers,~~Company ~~MWS~~a ~~designs~~worldwide, ~~manufactures~~exclusive, ~~and~~non-transferable ~~delivers~~license ~~prefabricated~~to ~~water~~intellectual ~~transport~~property, ~~(pump~~which ~~and~~includes ~~lift~~five ~~stations)~~issued ~~under~~U.S. ~~the~~patents, ~~EveraMOD™~~as ~~brand;~~well ~~and~~as ~~wastewater~~design ~~treatment~~software, ~~plant~~CAD ~~(“WWTP”)~~files, ~~products~~marketing ~~under~~materials, ~~the EveraSKID™~~ and ~~EveraTREAT™~~design ~~brands to customers~~ and ~~end-users~~specification ~~which~~documents ~~are~~(collectively referred ~~required~~ to ~~clean their own wastewater, such~~ as ~~schools,~~“Early ~~small communities, institutional facilities, real estate developments, factories, and industrial parks~~IP”).

On ~~August~~May 1220, ~~2022~~2020, the ~~Company~~license ~~announced~~was ~~the~~renewed ~~inaugural delivery and installation of its pre-engineered EveraBOX™ to implement a low-risk Liquid Ammonium Sulfate (LAS) disinfectant system~~ for ~~Pennsylvania’s~~an ~~Beaver~~additional ~~Falls~~ten ~~Municipal~~years, ~~Water~~with ~~Authority~~the ~~(BFMA).~~possibility ~~Typical~~ of ~~MWS products, EveraBOX is manufactured using inexpensive, long~~three-~~lasting~~year ~~High-Density~~extensions. ~~Polyethylene~~The ~~(HDPE)~~renewal oralso ~~Polypropylene (PP) materials. These~~granted ~~are~~the ~~also~~Company ~~classified~~the asrights ~~Structural~~to ~~Reinforced~~sublicense ~~Thermoplastic~~the ~~Pipe~~Early ~~(SRTP).~~IP, ~~These~~and, ~~materials~~with ~~have~~approval, ~~proven~~ to beestablish ~~less~~ISO-compliant ~~affected~~manufacturing byjoint ~~supply chain issues currently impacting metal and fiberglass construction~~ventures.

~~On January~~As ~~10,~~part ~~2024,~~of ~~OCLN~~the ~~and~~sale ~~Buda,~~of ~~Texas-based~~MWS ~~Plastic~~assets ~~Welding~~to ~~and~~WODI ~~Fabrication~~on April 14, ~~Ltd~~2023, the license to the Early IP was included. ~~(PWF)~~On ~~jointly~~9 ~~announced~~June 2023, Early signed a ~~Memorandum~~new, often-year ~~Understanding (MOU)~~license ~~for~~agreement awith ~~strategic~~WODI ~~partnership~~which ~~between~~assigned ~~OriginClear~~these rights to WODI and updated Early’s ~~subsidiary,~~terms ~~Water~~of compensation. On ~~Demand~~June 12, ~~Inc.~~2023, ~~(“WODI”)~~the May 20, ~~and~~2020 ~~PWF.~~license ~~https://www.originclear.com/company-news/originclears-water-on-demand-in-strategic-partnership-~~with~~-the-intent-to-acquire-manufacturer-for-its-proprietary-modular-products~~ OriginClear was cancelled by mutual agreement.

PWF is already a key fabricator of highly durable, patent-based enclosures for Modular Water Systems (MWS), the technology division of WODI that designs and develops highly scalable systems for self-contained water treatment and transportation. The MOU enhances the strategic relationship and enables MWS to build its complete water systems right where the enclosures are manufactured, for maximum efficiency and speed.3

~~Additionally,~~The Early ~~the~~IP ~~parties~~consists ~~signed a Letter~~ of ~~Intent~~combined ~~(LOI)~~protection ~~which~~on ~~provides~~the amaterials ~~framework~~and ~~for~~configurations ~~negotiating~~of acomplete ~~definitive~~packaged ~~agreement~~water ~~for~~treatment ~~WODI to acquire PWF and~~systems, ifbuilt ~~executed, would establish~~into ~~the first in-house manufacturing facility for WODI’s Modular Water Systems division~~containers. The ~~acquisition~~patents isconsist ~~expected~~of tothe ~~be accretive. The parties caution that talks are in an early stage and may not succeed.~~following:

On March 26, 2024, OCLN announced the signing of a Memorandum of Understanding (MOU) between Modular Water Systems (MWS) and Enviromaintenance of Georgetown, TX to collaborate on sales of standardized systems in the Greater Central Texas Region, from Waco to San Antonio. Enviromaintenance (www.enviromaintenance.com) is a leading provider of large community scale-on-site wastewater treatment and disposal systems, with a significant market presence in the Mobile Home Park (MHP) industry in the greater Austin area. The company plans to recommend MWS’s fully integrated, modular wastewater treatment systems to MHPs, thereby providing mobile home park owners an affordable, reliable and efficient way to treat their wastewater. https://www.originclear.com/company-news/originclears-modular-water-systems-and-enviromaintenance-partner-for-water-on-demand-pilot-program.

#	Description	Patent No.	Date Patent Issued	Expiration Date
1	Wastewater System & Method	US 8,372,274 B2 Applications: WIPO, Mexico	02/12/13	07/16/31
2	Steel Reinforced HDPE Rainwater Harvesting	US 8,561,633 B2	10/22/13	expired
3	Wastewater Treatment System CIP	US 8,871,089 B2	10/28/14	expired
4	Scum Removal System for Liquids	US 9,205,353 B2	12/08/15	02/19/34
5	Portable, Steel Reinforced HDPE Pump Station CIP	US 9,217,244 B2	12/22/15	10/20/31

~~Patents~~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 ~~Intellectual~~non-fungible tokens (NFT) to streamline the distribution of payments for outsourced water treatment ~~Property~~and purification services, billed on a pay-per-gallon basis ahead of inflation.

OnHowever, ~~June~~as ~~25,~~of ~~2018,~~the ~~Dan~~latest ~~Early~~available ~~granted~~information ~~the~~up ~~Company~~to athis ~~worldwide~~filing date, ~~exclusive~~there ~~non-transferable~~have ~~license~~been tono ~~intellectual~~further ~~property~~public ~~consisting~~updates ofregarding ~~five~~the approval status ~~issued~~or USimplementation ~~patents~~of the patent application. The application remains in provisional state, and ~~design~~OriginClear ~~software,~~continues ~~CAD,~~to ~~marketing,~~explore ~~design~~blockchain solutions ~~and~~to ~~specification~~enhance ~~documents~~payment ~~(“Early~~systems ~~IP”)~~in water treatment services.

OnAs ~~May~~demand ~~20,~~grows ~~2020~~for localized, wepoint-of-use ~~agreed~~or onpoint-of-discharge awater ~~renewal~~treatment ofsolutions, the ~~license~~MWS ~~for~~licensed anIP ~~additional~~family ~~ten~~has ~~years~~become the foundation for a portable, ~~with~~integrated, ~~three~~transportable, plug-~~year~~and-play ~~extensions~~system. WeUnlike ~~also~~other ~~gained~~packaged ~~the~~solutions, ~~right to~~these ~~sublicense,~~systems ~~and,~~can ~~with~~be ~~approval~~manufactured in series, tohaving ~~create~~a ~~ISO-compliant~~longer ~~manufacturing~~lifespan ~~joint~~and ~~ventures~~are more environmentally friendly.

The ~~license~~common tofeature ~~the~~of ~~Early~~this IP ~~was~~family ~~included~~is ~~as part of~~ the ~~sale~~use of ~~the~~Structural ~~MWS~~Reinforced ~~assets~~ThermoPlastic, tofor ~~WODI~~the oncontainers, ~~April~~that ~~14,~~offers ~~2023.~~several advantages:

~~The Early~~● IPDurability: ~~consists~~An estimated life cycle of ~~combined~~75 ~~protection~~to on100-year ~~the~~life ~~materials~~years, compared to a few decades for metal and ~~configurations~~r 40 to 50 years for concrete. ● Ease of ~~complete~~Manufacture: ~~packaged~~The ~~water~~manufacturing ~~treatment~~process ~~systems,~~for ~~built~~these ~~into containers~~vessels can be automated. ● Reliability: The ~~patents~~materials ~~consist~~are ofrecyclable ~~the~~and ~~following:~~can be made out of biomaterials.

#	Description	Patent No.	Date Patent Issued	Expiration Date
1	Wastewater System & Method	US 8,372,274 B2 Applications: WIPO, Mexico	02/12/13	07/16/31
2	Steel Reinforced HDPE Rainwater Harvesting	US 8,561,633 B2	10/22/13	05/16/32
3	Wastewater Treatment System CIP	US 8,871,089 B2	10/28/14	05/07/32
4	Scum Removal System for Liquids	US 9,205,353 B2	12/08/15	02/19/34
5	Portable, Steel Reinforced HDPE Pump Station CIP	US 9,217,244 B2	12/22/15	10/20/31

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.

3Although 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:

On● ~~May~~Patent ~~10,~~No. ~~2021~~8,561,633 ~~OriginClear~~is ~~announced~~a ~~that~~stormwater itfiltration ~~had filed a~~ patent ~~application~~not ~~titled~~directly ~~“System And~~related ~~Method For Water Treatment Incentive”, for using blockchain technology and non-fungible tokens (NFT)~~ to ~~simplify~~ the ~~distribution of~~MWS ~~payments~~business ~~on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead of inflation.~~ model,

~~With the~~● ~~rising~~Patent ~~need~~No. ~~for local~~8, ~~point-of-use or point-of-discharge water treatment solutions~~871,089 ~~the Modular Water Systems licensed IP family~~ is ~~the core to~~ a ~~portable, integrated, transportable, plug~~Continuation-~~and~~in-~~play~~Part ~~system~~(CIP) ~~that,~~of ~~unlike~~the ~~other~~original ~~packaged~~Patent ~~solutions,~~No. ~~can be manufactured in series~~8, ~~have a longer life and are more respectful of the environment~~372,274.

The ~~common~~ ~~feature~~original ofpatent, ~~this~~along IPwith ~~family~~Patent isNo. 9,217,244, forms the ~~use~~basis of athe ~~construction~~current ~~material~~MWS ~~(Structural Reinforced ThermoPlastic)~~business, ~~for~~so the ~~containers~~status ~~that~~of the CIP is: not considered material.

●Subsequent patents, ~~more~~which ~~durable:~~build anupon ~~estimated~~the 75original toclaims, ~~100-year~~focus ~~life~~on ~~cycle~~more astargeted ~~opposed~~applications. toThese apatents ~~few~~describe ~~decades~~specific ~~for~~combinations ~~metal,~~of ormodules engineered 40within tothe 50vessel ~~years maximum for concrete; ● easier~~ to ~~manufacture:~~address ~~vessels~~specific ~~manufacturing~~water ~~process~~treatment ~~can be automated; and ● recyclable and can be made out of biomaterials~~challenges.

~~In addition,~~With ~~Patent~~the ~~No.~~spinoff 8of WODI and its operating divisions,~~372,274~~ ~~relates~~the Company no longer holds patents directly but retains access to the ~~use~~licensed ofpatents through ~~vessels~~WODI. orThe ~~containers~~licensed ~~made~~intellectual ~~out~~property ofincludes ~~this~~three ~~material~~issued ~~combined~~US ~~with~~patents, aand ~~configuration~~design ofsoftware, ~~functional modules~~CAD files, ormarketing ~~process~~materials, and design and specification documents. In addition, a consulting agreement with Early provides for ~~general~~assignment ~~water~~of ~~treatment~~inventions made since 2018.

~~Patent~~The ~~Nos.~~ORIGINCLEAR ~~8,561,633~~trademark ~~and~~application ~~8,871,089~~was ~~are~~registered ~~currently~~as ~~expired, however the Company believes these may be reinstated~~U.S. ~~Patent~~Trademark ~~No.~~Registration 87,~~561~~296,~~633~~730, isissued aon ~~stormwater filtration~~February ~~patent~~6, ~~that does not pertain to the MWS business model~~2024. ~~Patent No. 8~~Additionally,~~871,089~~ the isORIGINCLEAR alogo ~~Continuation-in-Part~~trademark ~~(CIP)~~application onwas ~~the~~registered ~~original Patent~~as NoU. ~~8,372,274~~S. ~~This~~Trademark ~~original~~Registration ~~patent and Patent No. 9~~7,~~217~~296,~~244~~731, ~~are~~issued ~~the~~on ~~basis~~February ~~for~~6, ~~the current MWS business and therefore the status of the CIP is not considered material~~2024.

Other subsequent patents, which build upon the original claims, focus on more targeted applications. These patents outline a given combination of modules engineered inside the vessel to address a specific water treatment challenge.4

~~PRODUCTS,~~Other ~~TECHNOLOGY~~trademarks ~~AND~~in ~~SERVICES~~the process of registration include:

Failing infrastructure and the rising cost of water are driving businesses to treat their own water. The Company provides on-premise systems enabling very high purification and recycling levels that centralized systems cannot achieve. Systems installed at the point of use become productive assets for businesses that also increase property values. Furthermore, the Company’s products help corporations improve their environmental, social and governance (ESG) standings with water management services.

Patents	Entity	Serial Number		Status
$H20	OriginClear Inc.		90714035	Pending
WATERPRNEUR	OriginClear Inc.		90471071	Pending
CLEARAQUA	OriginClear Inc.		90840903	Pending
THE WATER COIN FOR THE WORLD	OriginClear Inc.		90840920	Pending
WATER - THE BLUE GOLD (Int. TM Class 036 - Crowdfunding)	OriginClear Inc.		97734240	Pending
THE CLEAN WATER INNOVATION HUB	OriginClear Inc.		97616504	Dead
ARMY OF US	OriginClear Inc.		98450380	Pending
The Blue Gold (Intl. TM Class 041 - Education, Entertainment and Cultural Services	OriginClear Inc.		97734240	Pending
FINTECH FOR CLEAN WATER	Water on Demand, Inc.		98099593	Pending
WATER ON DEMAND	Water on Demand, Inc.		98099605	Pending
WATER LIKE AN OIL WELL	Water on Demand, Inc.		97616574	Pending

The Company relies ~~deploys~~on, ~~advanced~~and ~~technologies~~expects atto ~~the~~continue ~~point~~relying on, a combination of ~~use,~~confidentiality agreements with ~~modular~~employees, ~~prefabricated~~consultants, ~~systems~~and ~~that~~third ~~create~~parties, as ~~durable~~well ~~assets~~as trademark, copyright, patent, trade secret, and ~~water~~domain ~~independence for~~name ~~industry~~protection laws, ~~commerce~~to ~~and~~protect ~~agriculture~~its proprietary rights.

~~Product~~PRODUCTS, TECHNOLOGY ~~Portfolio~~AND SERVICES

~~The~~As deteriorating infrastructure and rising water costs drive businesses toward self-reliance, the Company provides on-site water treatment systems ~~groups~~designed ~~its~~to ~~products~~achieve ~~into~~high ~~three~~levels ~~main~~of ~~categories~~purification ~~which~~and ~~fall~~recycling ~~under~~that ~~its~~centralized ~~separate~~utilities cannot deliver. Installed at the point of use, these systems serve as productive business ~~divisions:~~assets, enhancing property values and strengthening environmental, social and governance (“ESG”) profiles.

●The ~~Water~~Company’s ~~Treatment:~~portfolio includes ~~achieving~~modular, ~~high~~prefabricated, ~~grade~~and ~~purification;~~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 ~~Conveyance:~~system solution engineering focuses on designing and delivering custom-engineered water ~~transportation~~treatment systems for industrial, municipal, and ~~pumping;~~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 ~~Advanced~~and ~~Technologies:~~prefabricated ~~commercialization~~treatment ofand ~~innovative~~conveyance ~~technologies;~~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 ~~Pay~~water systems offer water-as-a-service ~~you~~solutions gothrough design-build-operate ~~financing~~models, ~~for~~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.

~~The Company’s~~By ~~complete~~delivering ~~line~~durable, ~~of compact~~scalable, onand cost-~~site~~effective solutions, ~~point-of-use~~the company ~~products~~enables ~~include:~~businesses ~~advanced~~to ~~purification~~optimize ~~systems~~water ~~that~~management ~~are~~while ~~skid,~~reducing ~~rack-mounted and~~operating ~~containerized~~costs ~~for~~and ~~reverse~~environmental ~~osmosis,~~impact. ~~ultrafiltration,~~The ~~media~~integration ~~filtration,~~of ~~disinfection~~high-performance materials, ~~water softening~~automation, ~~ion exchange~~ and ~~electrodeionization (EDI),~~advanced ~~combined~~purification astechnologies ~~needed~~ensures inthat ~~small~~customers toachieve ~~medium~~superior ~~commercial~~efficiency, ~~and~~lower ~~industrial~~upfront ~~applications~~costs, and ~~custom~~long-~~build~~term ~~projects.~~sustainability ~~Water~~in ~~conveyance~~their ~~products include~~water ~~pump~~treatment ~~and lifting stations, modular storage tanks, and control monitoring panels~~operations.

The Company’s line of modular water products and systems create “instant infrastructure” – fully engineered, prefabricated and prepackaged systems that use durable, sophisticated materials. The units are available in standard capacities for onsite closed-loop systems at commercial business locations.5

4Market Opportunity

~~The Company’s~~Globally, ~~rugged~~only ~~wastewater~~about ~~treatment~~20% ~~plants,~~of ~~highly~~all ~~reliable~~sewage ~~pump stations,~~ and ~~premium~~30% ~~water~~of ~~purification~~all ~~units~~industrial ~~typically offer~~wastewater 25undergo ~~percent~~treatment ~~lower~~or ~~initial~~recycling, ~~costs~~while ~~over~~approximately ~~conventional~~35% ~~systems,~~of ~~with~~clean ~~greater~~water ~~quality~~is ~~and~~lost ~~full~~through ~~connectivity~~leakage. ~~These~~Halving ~~pump~~this ~~stations~~loss ~~and~~could ~~wastewater~~provide clean ~~treatment~~water ~~products~~for ~~utilize~~an ~~high~~additional ~~density~~100 ~~thermo-plastics~~million ~~(HDPE)~~people. ~~and~~This ~~proprietary,~~urgent ~~innovative~~challenge ~~prefabrication~~also ~~methods~~presents ~~and~~a ~~materials~~significant ~~that deliver the longest life and strongest products~~opportunity.

~~Market~~We believe ~~Opportunity~~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.

OnIn our ~~a global basis~~view, ~~only~~companies ~~twenty percent~~that ~~(20%)~~invest ofin ~~all~~on-site ~~sewage~~water ~~and~~treatment ~~thirty~~are ~~percent~~quietly ~~(30%)~~establishing of‘decentralized ~~all~~water ~~industrial~~wealth’ ~~waste~~for ~~water~~themselves while ~~are~~benefiting ~~treated~~their ~~or recycled~~communities. ~~Water~~Notable, ~~leakage~~ESG ~~results~~criteria in– ~~the loss~~which ofguide ~~thirty~~roughly one-~~five~~quarter ~~percent (35%)~~ of all ~~clean~~professionally ~~water~~managed ~~across~~investments worldwide ~~the~~– ~~planet.~~specifically ~~Cutting~~consider ~~that~~how ~~number~~effectively incorporations ~~half~~manage ~~would~~their ~~provide clean~~ water ~~for 100 million people~~resources. ~~This is a situation of great danger, but also great potential.~~

WeAs aging ~~believe~~infrastructure ~~businesses~~continues ~~can no~~to ~~longer~~fail ~~rely~~and onas ~~giant,~~the ~~centralized~~cost ~~water~~of ~~utilities~~new toand ~~meet~~replacement ~~the~~infrastructure ~~challenge.~~escalates, ~~That~~we isbelieve ~~why~~engineers ~~more~~ and ~~more business~~ end-users will ~~are~~seek ~~doing~~methods ~~their~~that ~~own~~ make water ~~treatment~~ and ~~recycling.~~wastewater ~~Whether~~systems byless ~~choice~~expensive orto ~~necessity~~deploy, ~~those~~own ~~businesses~~and ~~that~~operate. ~~invest~~We inexpect ~~onsite~~the ~~water~~industry ~~systems~~to ~~gain~~place ~~a tangible asset~~increasing emphasis on ~~their~~materials ~~business~~ and ~~real~~delivery ~~estate~~models ~~and~~designed ~~can~~for ~~enjoy~~longer ~~better~~intervals ~~water~~between ~~quality~~replacements, atcontributing ato ~~lower~~more cost,-effective ~~especially~~and sustainable ~~if treated water is recycled~~solutions.

WeOperations ~~believe self-reliant businesses~~& are quietly building “decentralized water wealth” for themselves while also helping their communities. Environmental, social and governance (ESG) investing guidelines, which drive about a quarter of all professionally managed assets around the world, specifically include the key factor of how well corporations manage water.Markets

AsThe ~~civil infrastructure~~Company’s ~~ages~~ongoing ~~and~~investment ~~fails~~in sales expansion and asstrategic ~~the~~partnerships ~~costs~~has ~~for~~materially ~~new~~increased ~~and~~revenues ~~replacement~~across ~~infrastructure~~its ~~increase~~core ~~year~~operating ~~over~~units. ~~year~~WODI has demonstrated rapid scaling, wewith ~~believe~~both ~~engineers~~PWT and ~~end-users~~MWS ~~will search~~reporting ~~for~~significant ~~new~~revenue ~~ways~~increases. ~~and~~PWT ~~methods~~continues to expand its share of ~~deploying~~the industrial and municipal water ~~and~~treatment ~~wastewater~~markets, ~~systems~~achieving ~~that~~a ~~are~~250% ~~less~~increase ~~expensive~~in torevenue ~~deliver~~year-over-year ~~and~~in ~~much~~January ~~less~~2025. ~~expensive~~Modular toWater ~~own~~Systems ~~and~~has ~~operate~~demonstrated ~~with~~even ~~the~~stronger ~~mission~~performance, ~~intent~~with ofrevenue ~~substantially~~growing ~~increasing~~by ~~the~~552% ~~replacement~~over ~~intervals~~the ~~currently~~same ~~experienced~~period, driven by ~~conventional~~an ~~materials~~expanded field sales ofnetwork ~~construction~~and strengthened partnerships. These increases reflect the Company’s strategy to scale operations and ~~conventional~~increase ~~product~~penetration in ~~delivery~~the ~~models~~decentralized water treatment market.

~~Operations~~The &Company ~~Markets~~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.

~~The~~Under ~~Company focuses on meeting~~ the ~~needs~~MWS ~~of businesses looking for compact~~brand, ~~advanced water treatment technologies that can be shipped to and installed at~~ the ~~point of use. The~~ Company ~~manufactures~~designs and ~~distributes~~prefabricates ~~its professional-grade water treatment and conveyance products to commercial and industrial customers~~turnkey, ~~fielding~~containerized ~~both~~units ~~direct~~that ~~and~~support ~~indirect~~water ~~sales channels to reach end-market clients such as hotels and resorts~~conveyance, ~~real estate housing developments~~purification, ~~office buildings~~recycling, and ~~military~~wastewater ~~installations,~~management. ~~schools,~~Assembly ~~farms,~~typically ~~food~~takes ~~and~~place ~~beverage~~at ~~manufacturers, industrial~~contract ~~warehouse,~~manufacturing ~~oil~~sites ~~and~~where ~~gas~~the ~~producers,~~high-density ~~and~~HDPE ~~medical~~casings ~~and~~are ~~pharmaceutical facilities~~formed.

~~The Company~~MWS ~~designs~~– ~~and prefabricates an entire line of turnkey containerized units under the Modular Water Systems™ brand, that enable~~Field ~~water~~Network ~~conveyance, purification, recycling and wastewater management. The units are assembled at contract locations, typically where the high density polyurethane (HDPE) casings are molded.~~Expansion

~~These onsite~~MWS ~~modular~~continued ~~products~~to ~~provide~~expand ~~clients~~its market reach in Q42024 with ~~water~~the ~~independence~~addition ~~through~~of ~~ownership~~two new product representatives in the South and ~~operational~~Southeast ~~control~~regions ~~over~~of ~~water~~the ~~quality,~~U.S. ~~enabling~~This expansion ~~them~~aligns towith ~~increase~~MWS’s ~~productivity~~broader ~~while~~marketing ~~reducing environmental~~strategy, ~~health~~which ~~and~~includes ~~safety~~strengthening ~~risks~~its ~~from~~sales ~~pollution~~rep network, ~~contamination~~enhancing digital marketing efforts, and ~~corrosion.~~increasing Atrade ~~similar benefit~~show isparticipation. ~~achieved~~These ~~with~~initiatives support the Company'’s ~~pump~~goal ~~station~~of ~~products~~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.

~~Modular water~~MWS ~~products~~– ~~are~~Competitive trusted to balance performance with cost-effectiveness, enabling business users to go well beyond municipal standards for water quality, therefore achieving high levels of satisfaction for their own customers, and improved sustainability for their properties.Advantage

~~The Company’s~~MWS ~~water~~stands apart in the wastewater treatment ~~equipment~~market with ~~can~~a ~~boost~~powerful ~~real~~combination ~~estate~~of ~~asset~~speed, ~~value~~innovation, asand cost effectiveness. Unlike competitors that require multiple engineering firms and contractors, MWS delivers a ~~fundamental~~fully ~~capital~~engineered, ~~improvement~~turnkey solution drastically reducing time to market and eliminating inefficiencies. Visionary, ~~combined~~patented ~~with~~designs ~~long-lasting~~integrate revolutionary materials that exponentially extend product lifespan, providing unmatched durability ~~water~~and ~~savings~~reliability. ~~for~~With a standardized and commercialized engineering approach, the ~~corporate~~business ~~bottom~~model ~~line~~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.

5These 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.

~~Customers~~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.

Current water and wastewater treatment infrastructure faces a crisis. The prohibitive cost of repairing buried and aging infrastructure and the need to decrease energy use and waste in the water industry offers an opportunity for a complete design rethink. New technologies, often utilizing membranes, can decentralize water and wastewater infrastructure while improving water reuse by treating to a high standard at a small scale close to the source of generation. Additionally, new automated analytics offer solutions for these more complex decentralized solutions. (Lux Research: The Future of Decentralized Water, June 28, 2016). PWT has designed and fabricated water treatment systems for over twenty years. Major markets include:Customers

●The Company’s ~~Potable~~customers ~~Water~~seek ~~for~~solutions ~~Small~~to ~~Communities~~address ●aging ~~Recirculated~~water and ~~Makeup~~wastewater ~~Boiler~~infrastructure. As traditional, centralized systems become prohibitively expensive to repair and ~~Cooling~~upgrade, ~~Tower~~there ~~Water~~is ●growing ~~Produced~~interest ~~Water~~in &decentralized, ~~Frac~~high-quality, ~~Flowback~~small-scale ~~Water~~treatment ●near ~~Food~~the point ~~and~~of ~~Beverage~~generation. ~~Feed~~Emerging membrane-based technologies and ~~Effluent~~automated ~~Waters~~analytics ●enable ~~Mining~~improved ~~Effluent~~water ●reuse ~~Ground~~and ~~Water~~efficiency, ~~Recovery~~reducing both ●energy ~~Agriculture~~consumption ~~Effluent~~and ●waste. ~~Environmental~~(Source: Lux Research, “The Future of Decentralized Water,” ~~Treatment~~June ~~for~~28, ~~Reuse~~2016).

Describing the water and wastewater treatment market as a pyramid, we put the major cities at the top of the pyramid, medium size cities in the middle and smaller towns, counties, cities, townships, state agencies, federal agencies, private individuals, commercial entities, industrial facilities, agriculture facilities at the base of the pyramid.6

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

~~PWT’s sales~~● ~~strategy~~Municipal ~~differs from MWS’s efforts. PWT sales are dependent upon relationships with past end-use customers~~ and ~~certain~~Community ~~manufacturers’ representatives~~Water: ~~who~~Potable ~~have~~water ~~relationships~~solutions ~~with~~for ~~their~~small ~~regional end use customers~~communities. ~~MWS’s sales strategy is based on developing relationships with consulting engineers and general contractors as opposed to end-use customers.~~

~~As MWS~~● ~~sales~~Industrial ~~strategies~~Processes: ~~develop,~~Recirculated ~~PWT believes it will gain recognition with various consulting engineers~~ and ~~general~~makeup ~~contractors.~~boiler ~~PWT~~ and ~~MWS~~ ~~are~~cooling ~~currently~~tower ~~developing~~water ~~a stronger national representatives network to take advantage of the relationship the sales representatives have gained with engineers, contractors and end use customers~~treatment.

~~PWT and~~● ~~MWS~~Energy ~~have substantial experience in the water & wastewater market and as well as~~Sector: ~~conventional~~Treatment ~~technologies and their limitations, new technologies, the size and demand~~ of ~~the~~produced ~~market~~water and ~~how~~frac ~~products~~flowback ~~are specified and implemented~~water. ~~They also have a strong customer focus throughout the organization to discover and diagnose the customer needs, design and deliver comprehensive solutions.~~

~~We believe~~● ~~the~~Food ~~keys to capitalizing on the market are visibility, relationships, market understanding,~~ and ~~direct access to the opportunities. Strong marketing programs are also essential, and include~~Beverage: ~~websites~~Management ~~with~~of ~~solutions~~feedwater ~~& credibility, sales support tools like literature& webinars~~ and ~~trade~~effluent ~~show~~in ~~presence~~processing facilities.

~~Water industry~~● ~~projects~~Mining ~~move~~Operations: ~~slowly.~~Treatment ~~Most product lines for each~~ of ~~PWT~~mining ~~and MWS are considered “pipeline” products and have a gestational period of 6 months to 3 years~~effluent. ~~We believe the best strategy to increase the pipeline of opportunities is to have more sales reps with relationships with engineers, contractors and end users.~~

6● Groundwater and Agriculture: Groundwater recovery and agricultural effluent treatment.

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

~~PWT shares~~Visualizing the market ~~with~~as a ~~large~~pyramid, ~~number~~the oflargest ~~suppliers~~metropolitan ~~which~~areas occupy ~~also~~the ~~provide~~top ~~system~~tier ~~integration~~due ~~using~~to ~~multiple~~their ~~technologies.~~scale ~~These~~and ~~include California’s PureAqua~~complexity, ~~Florida’s~~while ~~Harn~~medium-size ~~RO,~~cities ~~and~~form ~~Illinois’~~the ~~Membrane~~middle ~~Specialists~~segment. WeThe ~~believe~~base ~~PWT’s~~of ~~market~~the ~~share~~pyramid ~~differs from those competitors~~– inencompassing ~~areas~~smaller ~~such~~towns, ascounties, ~~regional~~cities, ~~focus~~townships, ~~customer~~state ~~loyalty~~agencies, ~~market~~federal ~~focus~~agencies, ~~limited~~private ~~sales~~individuals, ~~representation~~commercial ~~and other. For instance~~entities, ~~80%+~~and industrial offacilities ~~PureAqua’s business~~– inrepresents the ~~Middle~~broadest ~~East,~~and ~~Harn~~most ROdiverse ~~focuses~~market onopportunity ~~drinking water systems~~ for ~~medium to large cities in the SE~~decentralized, ~~Membrane~~cost-effective ~~Specialist~~water ~~focuses~~treatment ~~on tubular membranes and many more examples~~solutions.

~~The~~Sales ~~Company is not aware of any direct competitors to MWS that are building complete water, wastewater treatment systems,~~ and pump stations utilizing SRTP type materials. There are several manufacturers which build metal prepackaged systems, such as Georgia’s AdEdge; however, such companies do not offer the range of hybrid treatment processes available through MWS. The major indirect competition continues to be custom designed and on-site constructed concrete & steel systems. Some fiberglass is used but is very difficult to detail, is brittle and again, has a limited life compared to SRTP systems.Marketing

~~While~~PWT ~~manufacturers~~and ofMWS ~~SRTP~~employ ~~pipe~~distinct ~~could~~sale bestrategies ~~competitors,~~reflecting ~~none~~their ofrespective ~~MWS’s~~market ~~suppliers,~~approaches. ~~other~~PWT ~~than~~relies ~~Contech,~~primarily ~~for~~on arelationships ~~short~~with ~~period~~past end-use ofcustomers ~~time,~~and ~~has~~certain ~~sold, or~~manufacturers’ ~~intends~~representatives towho ~~sell,~~maintain ~~comparable~~direct ~~systems~~connections towith ~~MWS’s~~regional end users. ~~Their~~MWS ~~focus~~focuses on isdeveloping ~~simply~~relationships towith ~~sell~~consulting ~~miles~~engineers ofand ~~pipe~~general contractors.

~~Growth~~As ~~Opportunities~~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.

~~Domestic~~With extensive ~~versus~~experience ~~International~~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.

~~The~~Water ~~market~~industry ~~opportunity~~projects ~~for~~typically ~~each~~move ofslowly. ~~WOD,~~Given ~~PWT~~that ~~and~~most ~~MWS~~product islines ~~not~~for ~~limited~~both toPWT ~~the~~and ~~United~~MWS ~~States.~~represent ~~The~~“pipeline” USproducts, the ~~only~~gestation ~~represents~~period 5%from ofinitial ~~the~~prospect ~~world’s~~to ~~population. In~~final ~~addition,~~contract acan ~~great~~span ~~deal~~six ofmonths ~~that~~to ~~population~~three ~~resides~~years. inTo ~~undeveloped~~accelerate ~~regions~~and orexpand ~~regions~~the ~~with~~pipeline, the ~~poor~~Company ~~treatment~~aims ~~systems.~~to Weincrease ~~believe implementing~~ the ~~Company’s~~number ~~decentralized~~of ~~technology~~sales ~~and~~representatives ~~products~~who ~~throughout~~have ~~the~~strong ~~world~~relationships with ~~joint~~engineers, ~~ventures~~contractors, ~~has~~and ~~the~~end ~~potential~~users, thereby toenhancing ~~have~~overall amarket ~~significant effect~~reach onand ~~our~~opportunity ~~revenue growth~~generation.

~~Standardization~~Competition

~~MWS is~~PWT ~~developing~~operates ~~standardized~~in ~~designs~~a ~~and~~market ~~commoditized~~with ~~product~~numerous ~~engineering~~system ~~(eliminating~~integration ~~the~~suppliers offering ~~custom~~solutions ~~consulting~~based ~~engineering~~on ~~work~~various ~~reduces overall project costs)~~technologies, ~~the~~including ~~goal~~PureAqua ~~being~~in toCalifornia, ~~design~~Harn aRO ~~single~~in ~~product~~Florida, ~~once~~ and ~~use~~Membrane ~~said~~Specialists ~~design~~in ~~as a blueprint for future products~~Illinois. ~~Our goal is to~~ ~~continue~~Each ~~driving the standardization and completion~~ of ~~each~~these ~~product’s~~competitors ~~engineer~~tends ~~technical package, using computer design algorithms and standard design approaches, so that engineering costs may potentially decrease~~ to ~~less~~have ~~than~~unique 1%strategic ~~for each unit sold, with a long-term goal of less than 0.1%.~~focuses:

~~Sharing~~● ~~Technology &~~PureAqua: ~~Projects~~Over 80% of its business is concentrated in the Middle East

~~PWT’s systems~~● ~~remove~~Harn ~~suspended~~RO: ~~solids,~~Specializes ~~oils,~~in ~~metals,~~drinking ~~and~~water ~~dissolved~~systems ~~chemicals & salts. MWS’s focus is on the removal of organic contaminants. It is not uncommon~~ for amedium ~~waste stream of water~~ to ~~be contaminated with both inorganics and organics, for example, many current animal farms with~~ large ~~amounts of waste effluent that currently is pumped to lagoons that are no longer meeting environmental standards. In the alternative~~municipalities, ~~the~~primarily ~~water can be treated~~ in~~-line~~ ~~with MWS products to remove~~ the ~~organics,~~Southeastern ~~then~~United ~~PWT’s systems used to remove dissolved inorganics to create water suitable for irrigation or drinking water for the animals~~States. ~~In addition, OriginClear’s proprietary technologies have been shown to successfully treat problems such as animal farm effluents.~~

~~By combining~~● ~~these~~Membrane ~~technologies,~~Specialists: ~~the~~Focuses ~~offering~~on totubular ~~customers~~membrane ~~becomes~~technology, ~~stronger~~carving ~~and~~out ~~more~~a ~~effective.~~niche ~~And~~in ~~both~~membrane-based ~~companies benefit from a new opportunity~~solutions.

~~Facilities~~These distinctions reflect not only geographic concentration but also technological specialization and ~~Equipment~~ 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.

~~Manufacturing~~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).

~~PWT currently leases its facility. The facility is located at 2535 E. University Drive, McKinney, Texas 75069. There are five buildings totaling 12,400 square feet on the 1.~~7 ~~acres of land. There is additional expansion space for several more assembly buildings when and if needed.~~

7While 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.

~~PWT’s in-house~~In ~~engineers~~preparation ~~and~~for ~~designers~~the ~~utilize~~tariffs ~~modern~~announced ~~3-D~~by ~~CAD~~the ~~programs~~Trump toAdministration, the ~~design~~Company ~~all~~is ofplanning ~~the~~to ~~systems~~ensure ~~sold~~that bythe ~~PWT.~~Progressive ~~They~~Water ~~also~~Systems ~~design,~~and ~~program~~Modular ~~and build~~Water ~~all~~Systems divisions of ~~the~~Water ~~control~~On ~~systems~~Demand, ~~and~~Inc. ~~the~~add appropriate ~~Internet-connected~~tariff ~~Process~~adjustment ~~Logic~~to ~~Control~~riders ~~(PLC)~~and ~~video~~current ~~screen~~and ~~interfaces~~future contracts.

~~PWT~~Growth ~~in-house craftsmen complete the metal and plastic machining, welding and assembly of PWT’s systems.~~Opportunities

~~MWS engineering~~As ~~resources~~part ~~are~~of ~~provided~~its ~~both~~ongoing ~~internally~~strategy, WODI continues to expand its sales pipeline and ~~externally~~optimize operational efficiencies, leading to record growth in early 2025. ~~Daniel~~The ~~Early~~January ~~leads~~2025 revenue increase of 417% over January 2024 underscores the ~~engineering~~effectiveness ~~program~~of ~~and~~recent ~~relies~~strategic oninitiatives. ~~support~~Revenue ~~from engineering~~acceleration ~~personnel~~has ~~and~~been ~~PWT~~driven toby ~~assist~~expanded ~~with~~market ~~manufacturing~~reach, an improved sales pipeline, and ~~engineering~~increased operational efficiencies. ~~MWS~~Strengthening ~~subcontracts~~regional ~~engineering~~sales ~~support~~and torepresentation ~~PWT,~~has ~~which~~positioned ~~employs~~the Company ~~its~~to ~~own~~capture ~~established~~a greater share of the decentralized water treatment market. Standardizing and ~~experienced~~streamlining ~~engineering~~modular ~~team~~system designs has improved scalability, allowing for more efficient production. ~~MWS~~Operational ~~also~~improvements, ~~subcontracts~~including 2Dincreased production capacity and 3Dsupply ~~engineering~~chain optimization, ~~design~~have ~~work~~further tosupported ~~outside~~revenue ~~vendors~~growth. Based on these trends, the Company is well-positioned to ~~assist~~continue this momentum, inreinforcing ~~the~~its ~~development~~leadership ofin ~~standardized~~the ~~drawings~~water ~~and~~treatment ~~proposals~~sector.

~~MWS’s~~Domestic ~~specialized~~versus manufacturing is currently outsourced to PWT and, increasingly, to contractors, typically the manufacturers of its proprietary HDPE enclosures. They provide substantial critical manufacturing support to MWS; this support takes the form of various sub assembly fabrication (membrane modules, equipment skids, MWS equipment buildings, etc.), and MWS’s integrated control panels. Heavy plastic (such as HDPE) and/or custom plastic manufacturing are provided by contract manufacturers in Roanoke, Virginia and in Ontario, Canada. Additional sub-contract manufacturing is available through fabricators in Hopkins, MO, Corsicana, TX, and Vernon Hills, IL. International

~~The~~While ~~components~~the ~~such~~United asStates ~~pumps~~market presents significant potential, ~~membranes~~it represents only about 5% of the global population. Vast regions around the world remain underdeveloped, lacking effective water and ~~instruments~~wastewater ~~are~~treatment ~~acquired~~infrastructure. ~~through~~By ~~MWS’s~~leveraging ~~normal~~joint ~~vendors~~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.

The building blocks of all systems are metal reinforced or structural profile wall reinforced thermoplastic pipe (SRTP) available from one of over a half dozen pipe suppliers. Being pipes they are manufactured to be sold into high volume applications and are very economical for MWS’s high value applications. MWS purchases these plastic cylinders up to 11’ in diameter and are utilized as the vessel or housing part of the water treatment systems.Standardization

~~More~~MWS ~~efficient~~is ~~fabrication~~actively working to standardize designs and ~~assembly~~commoditize ~~equipment~~product ~~are~~engineering. ~~available~~Instead atof ~~relatively~~custom-engineering ~~little~~each ~~cost~~new project from scratch, MWS aims to ~~expedite~~create ~~the~~universal ~~fabrication~~technical ~~time~~packages and ~~improve~~design ~~the~~templates that can be reused repeatedly. This approach reduces engineering ~~quality~~overhead, cuts lead times and lowers overall project costs. ~~Some~~The oftarget ~~that~~is ~~equipment~~to ~~includes~~drive ~~CNC~~engineering ~~waterjet~~expenses down to less than 1% per unit, with ~~large~~a ~~diameter~~long-term ~~core~~ambition ~~drills~~of pushing this figure below 0.1%. By streamlining design work through computer-driven algorithms and robust standardization, ~~fusion~~MWS ~~welders~~intends to enhance profitability and ~~roto~~accelerate ~~molders~~production scalability.

~~Advisory~~Sharing Technology ~~Support~~& ~~for OriginClear~~Projects

InPWT and ~~September~~MWS ~~2020,~~each ~~OriginClear announced~~focus ~~that~~on ~~PhilanthroInvestors®~~different ~~had~~contaminant ~~entered~~classes awithin ~~strategic~~the ~~agreement~~water ~~with~~treatment ~~OriginClear~~spectrum. PWT excels at removing suspended solids, oils, metals, and ~~had~~dissolved ~~listed~~salts, ~~the~~while ~~Company~~MWS onspecializes ~~its~~in ~~new~~eliminating ~~Water PhilanthroInvestors~~organic ~~program~~contaminants. AtMany ~~the~~challenging ~~same~~wastewater ~~time,~~streams—such as ~~OriginClear~~those ~~appointed~~from ~~PhilanthroInvestors~~large ~~Founder,~~animal ~~Ivan~~farms—contain ~~Anz~~both organic and ~~CEO,~~inorganic ~~Arte~~pollutants. ~~Maren~~By tointegrating ~~OriginClear~~MWS’s ~~Board~~ ofcapabilities ~~Advisors.~~to ~~Recently,~~remove organic ~~Mr.~~matter ~~Maren~~with ~~was~~PWT’s ~~replaced~~expertise byin ~~Mr.~~purifying ~~Skye~~dissolved ~~Dayton~~inorganics, asthe ~~CEO~~Company ~~and~~can ~~will~~provide ~~continue~~a tomore ~~serve~~comprehensive, ~~PhilanthroInvestors~~end-to-end water intreatment ~~an advisory role~~solution.

~~$H2O™~~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.

~~On May 10, 2021, OriginClear~~Facilities ~~filed a patent application for its “System And Method For Water Treatment Incentive”, which includes blockchain technology~~ and non-fungible tokens (“NFT(s)”) to simplify the distribution of payments on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead of inflation, or Water On Demand.Equipment

8Manufacturing Operations

OnWODI conducts ~~May~~its 16primary manufacturing operations through its subsidiary, ~~2021~~PWT, ~~the~~at ~~Company applied~~a ~~for~~leased afacility ~~registered~~located ~~trademark~~at ~~for~~5225 ~~the~~W. ~~mark~~Houston, ~~$H2O~~Sherman, Texas ~~(also~~75092. ~~referred~~The toapproximately as21,300 ~~H2O)~~square-foot asfacility ~~the~~is ~~blockchain~~leased ~~system~~from ~~representing~~NICK ~~this~~& ~~activity~~SON’S CONSTRUCTION LLC under a multi-year commercial lease agreement. The ~~current~~ ~~filing~~lease ~~basis~~commenced ison ~~“Intent-~~July 1, 2024, and extends for 61 months, with an option to renew for an additional 60-~~use~~month ~~basis”~~term. The ~~(under~~rent ~~Trademark~~schedule ~~Act~~and ~~Section~~expense ~~1(b))~~reimbursements are detailed in the signed lease documents, which are consistent with standard commercial lease practices.

OnThis ~~June~~facility ~~10,~~provides ~~2021,~~ the ~~Company named~~necessary ~~Ricardo~~space ~~Fabiani~~for ~~Garcia~~in-house engineering, design, anfabrication, ~~OriginClear~~assembly, ~~investor~~and quality control. PWT’s engineers and ~~veteran~~designers ~~technologist,~~employ toadvanced ~~the~~3D ~~Company’s~~CAD ~~Board~~software ofto ~~Advisors.~~create Mrdetailed system plans. ~~Garcia~~The ~~will~~team also develops programs control systems, including PLC-based interfaces, enabling efficient remote monitoring and ~~advise~~management of the ~~management~~water ~~team~~treatment asunits. itSkilled ~~sets~~craftsmen upon-site ~~the~~handle ~~roadmap~~metal and ~~chooses~~plastic ~~the~~machining, ~~resources~~welding, ~~for~~and system assembly, ensuring that much of the ~~$H2O~~manufacturing ~~project~~process remains under WODI’s direct control.

~~Neither~~Engineering ~~our Water on Demand or other current business models rely on any blockchain system for operation,~~ and ~~we can accomplish our operational goals using ordinary financial and currency channels.~~Design

~~New~~MWS, another ~~Role~~subsidiary of ~~the~~WODI, ~~Company~~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.

~~The Company, in its role as the CWIB, seeks to create, incubate or accelerate businesses in the water industry, and potentially outside of it.~~8

~~Having~~Contract ~~achieved~~Manufacturing aand spinoff of its three major properties into a company that achieved a $32 million valuation at the time of the Business Combination of October 24, 2023, the Company now intends to achieve similar results with other companies, in which it may take an equity position in addition to charging management fees.Materials

WeMWS’s ~~believe~~specialized ~~that~~manufacturing, ~~our~~including ~~main~~the ~~strength~~production isof inproprietary ~~helping~~HDPE toenclosures ~~capitalize~~and sub-assemblies (such ~~companies~~as ~~through~~membrane ~~retail~~modules, ~~corporate~~equipment skids, ~~development~~and ~~activities~~integrated control panels), is partially outsourced. These contract manufacturers, located across North America—including in Roanoke, Virginia; Ontario, Canada; Hopkins, Missouri; Corsicana, Texas; and toVernon ~~help~~Hills, Illinois—support the fabrication ~~them~~of ~~achieve~~key ~~commercial~~system ~~proof~~components. ofStandard ~~concept~~system ~~and~~parts ~~scale;~~such as pumps, membranes, and toinstrumentation ~~assist~~are ~~with~~procured ~~mergers~~from established vendors, ensuring a reliable supply chain and ~~acquisitions~~consistent product quality.

The ~~Company~~core materials ~~cautions~~for ~~that suitable~~MWS’s ~~candidates~~systems ~~for~~are ~~this~~structurally ~~new~~reinforced ~~role~~thermoplastic ~~may~~pipes ~~not~~(“SRTP”), beavailable ~~identified~~in ~~and~~diameters ~~even~~up ifto 11 ~~identified~~feet. These pipes, ~~may~~sourced ~~not~~from ~~become~~multiple ~~partners~~suppliers, orserve ~~achieve~~as ~~commercial~~vessels ~~successes. The Company's~~or ~~focus~~housings for ~~the~~water ~~foreseeable~~treatment ~~future~~systems. ~~remains~~Because ~~the~~they ~~financing~~are produced for high-volume markets, ~~development~~these ~~and~~pipes ~~support~~are ofboth ~~its~~economical ~~WODI~~and ~~subsidiary~~readily available.

~~Employees~~Equipment and Efficiency

AsWODI ofcontinuously seeks to improve its manufacturing efficiency and product quality through the ~~date~~acquisition of ~~this~~specialized ~~filing,~~equipment. This includes CNC ~~the~~waterjets, ~~Company~~large-diameter ~~had~~core 32drills, ~~full~~fusion welders, and roto-~~time~~molders. ~~employees~~These investments in tooling and machinery allow for accelerated production times, enhanced customization, and improved quality control of the final product.

~~Intellectual~~In ~~Property~~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

~~With the spinoff of Water~~Advisory OnSupport ~~Demand~~for Inc and its operating divisions, the Company holds no patents directly, but indirectly has access to the licensed patents through MWS. The licensed intellectual property consists of five issued US patents, and design software, CAD, marketing, design and specification documents.OriginClear

OnThe ~~May 10, 2021, the~~ Company ~~announced~~receives ~~that~~advisory itsupport ~~filed~~from ~~“System And Method For Water Treatment Incentive”~~affiliated, ~~a patent application for using blockchain~~experienced ~~technology~~business ~~and~~professionals, ~~non-fungible~~listed ~~tokens~~under ~~(NFT) to simplify~~ the ~~distribution~~Company’s ofBoard ~~payments on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead~~ of ~~inflation~~Advisors. ~~The application status is provisional.~~

~~The~~In ~~ORIGINCLEAR~~September ~~trademark~~2020, ~~application~~OriginClear ~~has~~entered ~~newly~~into a strategic agreement with ~~registered~~PhilanthroInvestors® asand USwas ~~Trademark~~subsequently ~~Registration~~listed 7in its Water PhilanthroInvestors program. Concurrently,~~296~~ OriginClear appointed PhilanthroInvestors founder,~~730~~ ~~issued~~Mr. onIvan ~~February~~Anz, 6and then-CEO, ~~2024~~Mr. ~~The~~Arte ~~ORIGINCLEAR~~Maren, ~~logo~~to ~~trademark~~its ~~application~~Board ~~has~~of ~~registered~~Advisors. Recently, PhilanthroInvestors appointed Mr. Skye Dayton as USCEO, ~~Trademark~~replacing ~~Registration~~Mr. ~~7,296,731~~Maren. ~~issued~~While onMr. ~~February~~Maren 6no longer serves as CEO, ~~2024~~he continues to support PhilanthroInvestors in an advisory capacity.

~~Other~~On ~~trademarks~~January in30, ~~process~~2025, PhilanthroWealth, the successor organization to PhilanthroInvestors, accepted the cancellation of ~~registration~~its ~~include:~~Finder and Consulting agreements. The related advisory appointments were also eliminated.

~~Trademarks:~~ $H2O~~, WATERPRENEUR, CLEARAQUA, THE WATER COIN FOR THE WORLD,~~™ ~~WATER - THE BLUE GOLD, THE CLEAN WATER INNOVATION HUB.~~

~~The~~On May ~~Company~~10, ~~relies~~2021, ~~and~~OriginClear ~~expects to~~filed ~~continue~~a topatent ~~rely~~application onfor aits ~~combination~~“System ofAnd ~~confidentiality~~Method ~~agreements~~For ~~with~~Water ~~its~~Treatment ~~employees~~Incentive”, ~~consultants,~~which integrates blockchain technology and ~~third~~non-fungible ~~parties~~tokens ~~with~~(“NFTs”). ~~whom~~This itsystem ~~has relationships,~~is asdesigned ~~well~~to asstreamline ~~trademark,~~and ~~copyright,~~simplify ~~patent,~~the ~~trade~~distribution of ~~secret,~~payments for outsourced water treatment and ~~domain~~purification ~~name~~services. ~~protection~~The ~~laws~~services are billed on a pay-per-gallon basis, toproviding ~~protect~~a hedge ~~its~~against ~~proprietary~~inflation ~~rights~~under the WOD program.

9On 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).

~~ITEM~~On ~~1A.~~June ~~RISK~~10, ~~FACTORS~~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.

~~Risks Relating to Our Business~~9

WeOn ~~have~~Jan ~~not~~17, ~~been~~2022, ~~profitable~~OriginClear was granted full trademark protection by Australian Intellectual Property Office for use of $H2O in Australia and New Zealand.

~~We were~~On ~~formed~~May in3, ~~June~~2022 ~~2007~~Notice ~~and~~of ~~are~~Allowance ~~currently~~was ~~developing~~granted ~~Water~~to OriginClear Onby ~~Demand,~~USPTO afor ~~new~~use ~~business~~of ~~model~~$H2O tomark ~~respond~~in ~~to identified market demand~~Intl. ~~Since we~~Classes ~~have~~09, ~~not~~36 ~~been~~and ~~profitable,~~42 ~~there~~governing ~~are~~blockchain ~~substantial~~based ~~risks~~software, ~~uncertainties,~~Dapps ~~expenses~~ and ~~difficulties~~digital ~~that~~applications for weproviding ~~are~~and ~~subject~~managing ~~to.~~cryptocurrency Togoods ~~address these~~and ~~risks~~services ~~and~~such ~~uncertainties,~~as wemanaging ~~must~~transactions, dowallets ~~among~~and ~~the~~smart-contracts ~~following:~~based transactions.

●On ~~Successfully~~May ~~execute~~6, ~~our~~2022 ~~business~~OriginClear ~~strategy;~~was ●granted ~~Respond~~trademark toprotection for ~~competitive~~$H2O ~~developments;~~by ~~and~~European ●Union ~~Attract,~~Intellectual ~~integrate,~~Property ~~retain and motivate qualified personnel~~Office.

~~There can~~On beAugust no16, ~~assurance~~2022 weOriginClear ~~will~~was ~~operate~~granted ~~profitably or that we will have adequate working capital to meet our obligations as they become due.~~trademark ~~Investors~~protection ~~must~~by ~~consider~~Great ~~the~~Britain ~~risks~~for ~~and~~use ~~difficulties~~of ~~frequently~~$H2O ~~encountered by early stage companies, particularly~~ in ~~rapidly evolving markets. We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In~~ the ~~event~~United ~~that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected~~Kingdom.

WeOn ~~have~~August a25, ~~history~~2022 ofOriginClear ~~losses~~was ~~and~~granted ~~can~~trademark ~~provide~~protection noby ~~assurance~~the Intellectual Property Office of ~~our~~Mexico ~~future~~for ~~operating~~$H2O ~~results~~in Mexico.

WeOn ~~have~~September ~~experienced net losses and negative cash flows from operating activities since inception and we expect such losses and negative cash flows to continue in the foreseeable future. As of December 31~~22, ~~2023,~~ ~~and~~ 2022, weOriginClear ~~had~~was ~~working~~issued ~~capital~~a ~~(deficit) of $(32,249,892) and $(14,245,179), respectively, and shareholders’ (deficit) of~~grant ~~$(39,263,958) and $(26,016,787), respectively. For the years ended December 31, 2023 and 2022, we incurred net loss~~ of ~~$(11,625,783)~~trademark ~~and $(10,790,721),~~protection ~~respectively.~~by ~~During~~ the ~~year~~Japan ~~ended~~Patent ~~December~~for ~~31, 2023, we had a loss from operations of~~ $~~5,401,560.~~H2O Asin ~~of December 31, 2023, we had an aggregate accumulated deficit of $119,216,735~~Japan. We may never achieve profitability. The opinion of our independent registered public accountants on our audited financial statements as of and for the year ended December 31, 2023 contains an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future sales.

WeOn ~~will~~February ~~need~~27, ~~significant~~2023 ~~additional~~OriginClear was granted trademark ~~capital,~~protection ~~which~~by wethe ~~may~~Korean beIntellectual ~~unable~~Property toOffice ~~obtain~~for $H2O use in Korea.

~~Revenues generated~~On ~~from~~July ~~our operations are not presently sufficient to sustain our operations. Therefore~~19, we2023 ~~will~~OriginClear ~~need~~was togranted ~~raise additional capital~~trademark toprotection ~~continue~~by our operations. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. We may be required to pursue sources of additional capital through various means, including debt or equity financings. Future financings through equity investments are likely to be dilutive to existing stockholders. Also, the ~~terms~~Canadian ofIntellectual ~~securities~~Property weOffice ~~may issue in future capital transactions may be more favorable~~ for ~~new~~$H2O investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional dilutive effects. Further, we may incur substantial costs in ~~pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs~~Canada. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets and our history of losses, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations. In addition, we have outstanding convertible preferred stock that are convertible into common stock at variable conversion prices and in addition, in some cases entitle certain prior investors to certain make-good shares. Our issuance of common stock upon conversion of such preferred stock will result in further dilution to our stockholders.

10Note: 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.

WeNew Role ~~have~~of ~~incurred~~the ~~substantial indebtedness.~~Company

AsThe ~~of December 31~~Company, ~~2023,~~in weits ~~had~~role ~~outstanding~~as ~~convertible promissory notes in~~ the ~~aggregate amount of $2~~CWIH,~~617,691.~~ ~~All~~seeks ~~such debt is payable within the following thirty-six months and is convertible at a significant discount~~ to ~~our market price of stock. Our level of indebtedness and insufficient cash on hand increases the possibility that we may be unable to generate cash sufficient to pay~~create, ~~when~~incubate ~~due, the principal of, interest on~~ or ~~other~~accelerate ~~amounts~~businesses ~~due~~ in ~~respect of~~ the ~~indebtedness.~~water ~~Our~~industry ~~indebtedness,~~and ~~combined~~potentially ~~with~~ other ~~financial obligations and contractual commitments, could:~~sectors.

●The inCompany intends the case of convertible debt that is converted into equity, result in a reduction in the overall percentage holdings of our stockholders, put downward pressure on the market price of our common stock, result in adjustments to ~~conversion~~achieve ~~and~~growth ~~exercise~~by ~~prices~~partnering ofwith ~~outstanding~~or ~~notes~~developing ~~and~~businesses ~~warrants~~where ~~and obligate us to issue additional shares of common stock to certain of our stockholders; ● make~~ it ~~more~~may ~~difficult~~take ~~for~~equity uspositions toin ~~satisfy~~addition ~~our obligations with respect~~ to ~~the~~earning indebtedness and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in events of default under the loan agreements and instruments governing the indebtedness;management fees.

●We ~~require~~believe our usprimary tostrength ~~dedicate~~lies ain ~~substantial~~helping ~~portion~~such ofbusinesses ~~our~~secure ~~cash~~capital ~~flow~~through ~~from~~retail ~~operations~~corporate ~~to payments on indebtedness~~development, ~~thereby~~achieve ~~reducing~~commercial ~~funds~~proof ~~available for working capital~~of concept, ~~capital~~scale ~~expenditures~~operations, ~~acquisitions, research~~ and ~~development~~pursue ~~and~~mergers ~~other corporate purposes; ● increase our vulnerability to adverse economic~~ and ~~industry conditions, which could place us at a competitive disadvantage compared to competitors that have relatively less indebtedness;~~acquisitions.

●Identifying suitable ~~limit~~candidates ~~our flexibility in planning~~ for, orthis ~~reacting~~strategy ~~to,~~may ~~changes~~prove inchallenging. ~~business~~Even ~~and~~if ~~the~~identified, ~~industry~~there inis ~~which~~no weassurance ~~operate;~~these ~~and~~ventures ●will ~~limit~~achieve ~~our~~commercial success. ~~ability~~The toCompany’s ~~borrow~~primary ~~additional~~focus ~~funds,~~for orthe toforeseeable ~~dispose~~future ofremains ~~assets~~the ~~to raise funds~~financing, ~~if needed~~development, ~~for~~and ~~working~~support ~~capital,~~of ~~capital~~its ~~expenditures,~~Water On ~~acquisitions~~Demand, ~~research~~Inc. ~~and development and other corporate purposes~~subsidiary.

We may incur significant additional indebtedness in the future. If we incur a substantial amount of additional indebtedness, the related risks that we face could become more significant. Additionally, the terms of any future debt that we may incur may impose requirements or restrictions that further affect our financial and operating flexibility or subject us to other events of default.Employees

~~Our~~As ~~revenues are dependent upon acceptance~~ of ~~our technology and products by~~ the ~~market;~~date ~~the failure~~ of ~~which~~this ~~would~~filing, ~~cause~~the usCompany toemploys ~~curtail~~34 orfull-time ~~cease operations~~employees.

We believe that most of our future revenues will come from the sale or license of our technology and systems. As a result, we will continue to incur substantial operating losses until such time as we are able to generate revenues from the sale or license of our technology and systems. There can be no assurance that businesses and prospective customers will adopt our technology and systems, or that businesses and prospective customers will agree to pay for or license our technology and systems. In the event that we are not able to develop a customer base that purchases or licenses our technology and systems, or if we are unable to charge the necessary prices or license fees, our financial condition and results of operations will be materially and adversely affected.10

11ITEM 1A. RISK FACTORS

WeRisks Relating ~~will need~~ to ~~increase~~ ~~the~~Our ~~size of our organization and may experience difficulties in managing growth.~~Business

We ~~are~~have anot ~~small~~been ~~company with a minimal number of employees~~profitable. We expect to experience a period of significant expansion in headcount, facilities, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate managers. Our future financial performance and our ability to compete effectively will depend, in part, on our ability to manage any future growth effectively.

We were ~~may~~formed ~~not~~in beJune ~~able to~~2007 ~~successfully~~and ~~license~~are ~~our~~currently ~~technology~~developing ~~and~~Water ~~commercialize~~On ~~our~~Demand, ~~products~~a ~~which~~new ~~would~~business ~~result~~model indesigned ~~continued~~to ~~losses~~address ~~and~~identified ~~may~~market ~~require~~demand. As uswe tohave ~~curtail or~~not ~~cease~~achieved ~~operations~~profitability, we face substantial risks, uncertainties, expenses and challenges. To address these risks, we must:

~~We are~~● ~~currently~~Successfully ~~developing~~execute our ~~new~~ business ~~model,~~strategy; ~~Water~~● OnRespond ~~Demand.~~effectively ~~We are unable~~ to ~~project~~competitive ~~when~~developments; weand ~~will~~● ~~achieve~~Attract, ~~profitability~~integrate, ifretain ~~at all. We cannot assure that our executive resources will be able to develop our systems fast enough to meet market requirements. We can also not assure that our systems will gain market acceptance~~ and ~~that~~motivate wequalified ~~will be able to successfully commercialize the business model~~personnel. ~~The failure to successfully develop and commercialize the business model would result in continued losses and may require us to curtail or cease operations.~~

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 awe ~~competitor~~are ~~were~~unable to ~~achieve~~successfully aexecute ~~business~~our ~~breakthrough~~strategy or mitigate these risks, our ~~operations~~business, prospects, financial condition, and ~~business~~results of operations could be ~~negatively~~materially ~~impacted~~and adversely affected.

~~There~~We ~~currently~~have ~~exist~~ a ~~number~~history of ~~businesses~~losses ~~that~~and ~~are~~can inprovide ~~the~~no ~~business~~assurance of ~~delivering~~our ~~turnkey~~future ~~“water-as-a-service”~~operating ~~systems~~results. Should a competitor achieve a breakthrough, we may have difficulty attracting sales. Furthermore, competitors may have access to larger resources (capital or otherwise) that provide them with an advantage in the marketplace, which could result in a negative impact on our business.

~~In addition,~~We ~~because~~have weexperienced ~~are~~net ~~the~~losses ~~master~~and ~~licensee~~negative ofcash ~~only~~flows ~~five~~from ~~issued patents, we may not be able to preclude development of even directly~~operating ~~competing~~activities ~~technologies~~since ~~using~~our ~~the same methods~~inception, ~~materials~~ and ~~procedures as~~ we ~~use~~expect tothese ~~achieve~~losses ~~our~~and ~~results.~~negative ~~Any~~cash offlows ~~these~~to ~~competitive~~continue ~~forces may~~in ~~inhibit~~the orforeseeable ~~materially~~future. ~~adversely~~As ~~affect~~of ~~our~~December 31, ~~ability~~2024, toand ~~attract customer licensees~~2023, orwe tohad ~~obtain~~a ~~royalties~~working orcapital ~~other~~deficit ~~fees~~of ~~from~~$(45,437,508) ~~our~~and ~~customer licensees.~~$(32,249,892), ~~This~~respectively, ~~could~~and ~~have~~ a ~~material~~shareholders’ ~~adverse~~deficit of ~~effect on our business~~$(54, ~~prospects~~857,588) ~~results of operation~~ and ~~financial~~$(39,263,958), ~~condition~~respectively.

~~Our~~For ~~long-term~~the ~~success~~years ended December ~~depends~~31, on2024, ~~developing~~and 2023, we reported a ~~novel~~net ~~outsourcing~~loss ~~model~~of $(18,970,789) and $(11,625,783), respectively. Additionally, we ~~face~~recorded ~~the~~a ~~risks~~loss ~~inherent~~from inoperations of a$(7,125,809) ~~performance-based~~for ~~business~~the ~~model~~year ended December 31, 2024.

~~While our~~As engineering and technology divisions are profitable, we are developing a new business in the Design-Build-Own-Operate sector, known as Water On Demand. We may not be able to generate revenue through the financing and management of ~~these~~December ~~systems~~31, ~~and our long-term success depends on the performance and oversight of these systems. We expect that the amount of payments we may receive will be based upon the performance of our operating partners~~2024, ~~and so~~ we ~~will~~had bean ~~dependent~~aggregate onaccumulated ~~the~~deficit ~~successful operations~~ of ~~these partners for a significant portion~~ ~~of our revenues. We face risks inherent in such a delegated business model~~$(137, ~~many of which are outside of our control~~393, including those arising from our reliance on the management and operating capabilities of our operating partners and the cyclicality of supply and demand for end-products produced using this business model744). ~~Should our managed contracts fail to achieve sufficient profitability in their operations,~~ ~~our payments would be diminished and our results of operations, cash flows and financial condition could be adversely affected, and any such effects could be material.~~

We ~~rely~~may onnever ~~strategic partners~~achieve profitability.

~~We rely~~Our onindependent ~~strategic~~registered ~~partners~~public toaccountants’ opinion ~~manage~~on our ~~planned~~December ~~outsourced~~31, ~~systems.~~2024, ~~Should~~audited ~~our~~financial ~~strategic~~statements ~~partners~~includes ~~not~~an ~~regard~~explanatory usparagraph asregarding ~~significant~~substantial todoubt ~~their~~about our ~~own~~ability ~~businesses,~~to ~~they~~continue ~~could~~as ~~reduce~~a ~~their~~going ~~commitment~~concern. toOur uscontinued oroperations ~~terminate~~depend ~~their~~on ~~relationship~~our ~~with~~ability ~~us,~~to ~~pursue~~raise ~~competing~~capital ~~relationships~~through orfinancing ~~attempt~~transactions toand ~~develop~~generating orsufficient ~~acquire~~future ~~processes that compete with ours~~sales. ~~Any such action could materially adversely affect our business.~~

AThere ~~lack~~can ofbe ~~government~~no assurance that we will successfully achieve these objectives, ~~subsidies~~and ~~may~~failure ~~hinder~~to ~~the~~do ~~usefulness~~so ofcould materially and adversely impact on our ~~technology~~business, financial condition, and operating results.

We ~~assemble~~will ~~and~~need ~~sell~~significant ~~complete~~additional ~~engineered solutions~~capital, ~~and~~which ~~products,~~we ~~using the expertise and knowhow of PWT and MWS. Subsidies of any of the industries vary and~~ may be ~~reduced~~unable orto ~~eliminated, which could have a material adverse effect on our business~~obtain. ~~Likewise, regulations may become more onerous which also could have a material adverse effect on our business.~~

12Revenues 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.

~~The~~We ~~industries~~may seek incapital ~~which~~through wedebt ~~operate~~or equity financing. Equity financing is likely to dilute existing stockholders, and newly issued securities may include ~~endure~~preferences, ~~deflationary~~superior ~~cycles~~voting rights, ~~affecting~~or ~~our~~other ~~ability~~terms favorable to ~~sell~~new investors. Additionally, the issuance of warrants, convertible notes, or incentive equity awards may result in further dilution and ~~license~~non-cash expenses that negatively impact our ~~systems~~financial condition.

ItRaising capital iscan ~~possible~~also ~~that~~involve ~~industry~~substantial ~~sector~~costs, ~~collapses~~including investment banking, legal, and accounting fees, along with other ~~deflationary~~related ~~events~~expenses. Market conditions, combined with our history of losses, may ~~impact~~impair our ~~business~~ability ~~materially~~to ~~and~~obtain ~~adversely~~financing or increase its cost.

~~If we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.~~11

~~Our success~~Furthermore, iswe ~~highly~~have ~~dependent~~outstanding onconvertible ~~our~~preferred ~~ability~~stock towith ~~attract~~variable conversion ~~and retain qualified scientific~~prices, ~~engineering~~ and ~~management~~certain ~~personnel.~~prior Weinvestors ~~are~~may ~~highly dependent~~be onentitled ~~our management, including T. Riggs Eckelberry, who has been critical~~ to ~~the~~make ~~development~~good ~~of our technology and business~~shares. The ~~loss~~ ofconversion ~~the services~~ of ~~Mr.~~such ~~Eckelberry~~preferred ~~would~~stock ~~have~~into ~~a material adverse effect on our operations. We do not have an employment agreement~~common ~~with~~stock ~~Mr. Eckelberry. Accordingly, there can be no assurance that he~~ will ~~remain~~result ~~associated~~in ~~with~~additional ~~us.~~dilution ~~His efforts will be critical~~ to ~~us as~~existing westockholders. ~~continue~~If ~~to develop our technology and as~~ we ~~attempt~~are tounable ~~transition~~ to araise ~~company~~sufficient ~~with~~capital ~~profitable commercialized products and services. If we were to lose Mr. Eckelberry,~~ or ~~any~~generate ~~other~~adequate ~~key employees or consultants~~revenues, we may ~~experience~~be ~~difficulties~~forced into ~~competing~~further ~~effectively, developing~~reduce ~~our~~operations ~~technology~~or ~~and~~cease ~~implementing~~operations ~~our business strategies~~entirely.

~~Competition from~~We ~~other~~have ~~companies~~incurred insubstantial ~~our market may affect the market for our technology~~indebtedness.

~~New companies~~As ~~are~~of ~~constantly~~December ~~entering~~31, ~~the market~~2024, ~~thus~~we ~~increasing~~had ~~the~~$23,981,331 ~~competition. Larger foreign owned and domestic companies which have been engaged~~ in ~~prefabricated~~outstanding ~~or modular water systems or Design-Build-Own-Operate (DBOO) for substantially longer periods of time may~~convertible ~~have~~promissory ~~access~~notes, toincluding ~~greater~~$21,363,639 ~~financial and other resources. These companies may have greater success~~ in ~~the~~current ~~recruitment~~secured ~~and~~notes, ~~retention of qualified employees~~$597,944 ~~as well as~~ in ~~conducting~~other ~~their~~current ~~own~~notes, ~~manufacturing~~ and ~~marketing operations~~$2,019,748 ~~which~~in ~~may~~long-term ~~give them a competitive advantage~~notes. In ~~addition,~~Many ~~actual or potential competitors may be strengthened through the acquisition~~ of ~~additional~~these ~~assets~~notes ~~and interests. If we or our customers~~ are ~~unable~~convertible toat ~~compete~~a ~~effectively or adequately respond to competitive pressures~~discount, ~~this~~which ~~may~~could ~~materially~~dilute ~~adversely~~stockholders ~~affect~~and impact our ~~results of~~stock ~~operation and financial condition~~price.

AnOur debt ~~occurrence~~obligations ~~of an~~may ~~uncontrollable~~strain ~~event~~cash ~~such~~flow, aslimit ~~the~~funds ~~COVID-19~~for ~~pandemic~~operations, and increase default risk if we cannot meet payment terms. High leverage may ~~negatively~~also ~~affect~~reduce ~~our~~financial ~~operations~~flexibility, restrict borrowing, and make it harder to compete.

OnWe ~~March~~may ~~11,~~incur ~~2020~~additional debt, ~~the~~which ~~World~~could ~~Health~~worsen ~~Organization~~these ~~declared~~risks ~~the current outbreak of a novel coronavirus disease 2019 (“COVID-19”) to be a global pandemic. The COVID-19 outbreak led (~~and ~~may~~further ~~continue~~constrain toour ~~lead)~~financial ~~to disruptions in the global economy, including extreme volatility in the stock market and capital markets~~position.

~~The~~Our ~~occurrence~~revenues ofare andependent ~~uncontrollable~~upon ~~event~~acceptance ~~such~~of ~~as the COVID-19 pandemic may negatively affect~~ our ~~operations.~~technology ~~A pandemic typically results in social distancing, travel bans~~ and ~~quarantine,~~products ~~and~~by ~~this~~the ~~may~~market; limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the ~~impact~~failure of ~~this~~which ~~event.~~would ~~Also,~~cause itus ~~may hamper our efforts~~ to ~~comply~~curtail ~~with our filing~~or ~~obligations~~cease ~~with the Securities and Exchange Commission~~operations.

~~Risks~~We ~~Related~~expect tothat ~~Our~~a significant portion of our future revenues will come ~~Intellectual~~from ~~Property~~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 ~~establish, maintain~~develop ~~and~~a ~~enforce~~sufficient ~~intellectual~~customer ~~property~~base ~~rights~~or ~~with~~secure ~~respect~~adequate topricing for our ~~technology~~products, our financial condition, results of operations, and ~~business could~~prospects will be ~~negatively~~materially ~~impacted~~and adversely affected.

~~Our~~We ~~ability to establish, maintain and enforce intellectual property rights with respect to the technology that we have acquired under master license~~ will beneed ~~a significant factor in determining our future financial and operating performance. We seek~~ to ~~protect~~increase ~~our intellectual property rights by relying on a combination of trade secret and copyright laws, and~~ the ~~licensing~~size of ~~external patents. We also use confidentiality and other provisions in~~ our ~~agreements~~organization ~~that restrict access to~~ and ~~disclosure~~may ofexperience ~~our~~difficulties ~~confidential~~in ~~know-how~~managing ~~and trade secrets~~growth.

13We 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.

~~Outside~~Our ofability ~~licensed patents, we seek~~ to ~~protect~~compete ~~our~~effectively ~~technology~~ and ~~business~~improve ~~model~~future asfinancial ~~trade~~performance ~~secrets~~will ~~and~~depend, ~~technical~~in ~~know-how. However~~part, ~~trade~~on ~~secrets and technical know-~~how ~~are~~successfully ~~difficult~~we tomanage ~~maintain~~this ~~and do not provide the same legal protections provided by patents~~growth. ~~In particular, only~~ ~~patents~~Failure ~~will allow us~~ to prohibit others from using independently developed technology that is similar. If competitors develop knowledge substantially equivalent or superior to our trade secrets and technical know-how, or gain access to our knowledge through other means such as observation of our technology that embodies trade secrets at customer sites which we do ~~not~~so ~~control,~~could ~~the~~negatively ~~value~~impact of our ~~trade~~operations ~~secrets~~ and ~~technical~~business ~~know-how would be diminished~~prospects.

~~While~~We wemay ~~strive~~not tosuccessfully ~~maintain~~license ~~systems and procedures to protect the confidentiality and security of~~ our ~~trade~~technology ~~secrets~~or ~~and~~commercialize ~~technical know-how, these systems and procedures may fail to provide an adequate degree of protection. For example, although we generally enter into agreements with~~ our ~~employees~~products, ~~consultants,~~which ~~advisors,~~could ~~and~~result ~~strategic~~in ~~partners~~continued ~~restricting~~losses ~~the disclosure~~ and ~~use~~may ofrequire ~~trade secrets, technical know-how~~us ~~and confidential information, we cannot provide any assurance that these agreements will be sufficient~~ to ~~prevent~~curtail ~~unauthorized use~~ or ~~disclosure.~~ Incease addition, some of the technology deployed at customer sites in the future, which we do not control, may be readily observable by third parties who are not under contractual obligations of non-disclosure, which may limit or compromise our ability to continue to protect such technology as a trade secretoperations.

~~Monitoring~~We ~~and~~are ~~policing~~currently ~~unauthorized~~developing ~~use~~our ~~and~~new ~~disclosure~~business ofmodel, ~~intellectual~~Water ~~property~~On ~~is difficult~~Demand. IfHowever, we ~~learned~~cannot ~~that~~predict awhen, ~~third~~or ~~party~~if, ~~was~~we inwill ~~fact~~achieve ~~infringing~~profitability. orThere ~~otherwise~~is ~~violating~~no ~~our~~assurance ~~intellectual~~that ~~property,~~ we ~~may~~will ~~need~~develop ~~to enforce~~ our ~~intellectual~~systems ~~property~~quickly ~~rights~~enough ~~through litigation. Litigation relating~~ to ~~our~~meet ~~intellectual~~market ~~property~~demands ~~may~~or ~~not~~that ~~prove~~our ~~successful~~systems ~~and~~will ~~might~~gain ~~result~~market ~~in substantial costs and diversion of resources and management attention~~acceptance.

~~From our~~If ~~customer licensees’ standpoint, the strength of the intellectual property under which~~ we ~~intend~~ fail to ~~grant~~successfully ~~licenses~~develop, ~~can~~commercialize, beor aachieve ~~critical determinant~~market ofadoption for the ~~value~~Water ofOn ~~these~~Demand ~~licenses.~~business Ifmodel, we ~~are~~will ~~unable~~continue to ~~secure~~incur losses, ~~protect~~which ~~and enforce our intellectual property, it~~ may ~~become~~require ~~more difficult for~~ us to ~~attract~~curtail ~~new~~or ~~customers.~~cease ~~Any such development could have a material adverse effect on our business, prospects, financial condition and results of~~ operations.

~~Although we have~~If ~~filed~~a ~~various~~competitor ~~patent~~were ~~applications~~to ~~for~~achieve ~~some~~a ofbusiness ~~our original technologies~~breakthrough, ~~some have been abandoned or transferred. In some cases we have opted to protect~~ our ~~intellectual~~operations ~~property~~and ~~through~~business acould ~~trade~~be ~~secrets~~adversely ~~policy~~impacted.

WeSeveral businesses ~~protect~~currently ~~our~~deliver ~~intellectual~~turnkey ~~property through~~ “water-as-a-service” ~~combination of patents and trade secrets~~systems. ~~Trade~~If ~~secrets do not provide the same level of protection as patents and patents may not provide meaningful protection or commercial advantage. In the US, patents only provide protection for~~ a ~~20-year~~ ~~period~~competitor ~~starting~~achieves ~~from the filing date and the longer~~ a ~~patent~~significant ~~application takes to issue the less time there is to enforce it. Further~~breakthrough, ~~the~~we ~~claims under any patents that issue from our applications~~ may ~~not be broad enough to prevent others from developing technologies~~face ~~that~~difficulties ~~are~~attracting ~~similar~~customers orand ~~that~~generating ~~achieve similar results~~sales. ItCompetitors iswith ~~also~~greater ~~possible~~resources, ~~that~~including ~~the~~capital, ~~intellectual property rights of others will bar us from licensing our~~ technology, ~~and bar us~~ or ~~our future licensees from exploiting any patents that issue from our pending applications. Numerous~~market U.S. and foreign issued patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and could subject our patent applications to invalidation. Finallypresence, inmay ~~addition~~gain toa ~~those~~significant ~~who may claim priority~~advantage, ~~any~~negatively ~~patents~~impacting ~~that issue from~~ our ~~applications may~~competitive ~~also be challenged by our competitors on the basis that they are otherwise invalid or unenforceable~~position.

~~We may face claims that we are violating the intellectual property rights of others.~~12

~~We may face claims~~Additionally, ~~including~~as ~~from~~we ~~direct~~are ~~competitors,~~the ~~other~~master ~~water~~licensee ~~companies,~~of ~~scientists~~only orthree ~~research~~current ~~universities~~patents, we ~~asserting~~may ~~that~~not ~~our~~be ~~business models,~~able ~~technology~~to orprevent the ~~commercial~~development ~~use~~ of ~~such~~competing ~~technology~~technologies ~~infringe~~that oruse ~~otherwise~~similar ~~violate~~methods, ~~the~~materials, ~~intellectual~~or ~~property~~procedures. ~~rights~~These ~~of others.~~competitive Wepressures ~~have~~could ~~not~~limit ~~conducted~~our ~~infringement,~~ability ~~freedom~~ to ~~operate~~attract customer licenses or ~~landscape~~generate ~~analyses,~~royalties and asfees, awhich ~~result~~could wematerially ~~cannot be certain that our technologies~~ and ~~processes~~adversely ~~do not violate the intellectual property rights of others. We expect that we may increasingly be subject to such claims~~affect asour webusiness, ~~begin~~financial tocondition, ~~earn revenues~~ and ~~our~~results ~~market~~of ~~profile grows~~operations.

14Our long-term success depends on developing a novel outsourcing model, and we face the risks inherent in a performance-based business model.

WeWhile our ~~may~~engineering ~~also~~and ~~face~~technology ~~infringement~~divisions ~~claims~~are ~~from the employees~~profitable, ~~consultants,~~our ~~agents~~success ~~and~~relies ~~outside~~on ~~organizations~~the wedevelopment ~~have~~of ~~engaged~~Water toOn ~~develop~~Demand, ~~our~~a ~~technology. While~~new webusiness ~~have~~in ~~sought~~the Design-Build-Own-Operate tosector. ~~protect~~There ~~ourselves~~is ~~against~~no ~~such~~assurance ~~claims~~that ~~through contractual means,~~ we ~~cannot~~will ~~provide~~generate ~~any~~revenue ~~assurance~~from ~~that~~the ~~such~~financing ~~contractual provisions are adequate,~~ and ~~any~~management of these ~~parties might claim full or partial ownership of the intellectual property in the technology that they were engaged to develop~~systems.

IfA significant weportion ~~were~~of ~~found~~our torevenue bedepends ~~infringing~~on ~~or otherwise violating~~ the ~~intellectual~~performance ~~property~~and ~~rights~~oversight of ~~others,~~these ~~we could face significant costs to implement work-around methods~~systems, ~~and~~as wewell ~~cannot~~as ~~provide~~the ~~any~~successful ~~assurance~~operations ~~that~~of ~~any such work-around would be available or technically equivalent to~~ our ~~current~~ ~~technology. In such cases, we might need to license a third party’s intellectual property, although any required license~~operating ~~might not be available on acceptable terms, or at all~~partners. IfThis weexposes ~~are~~us ~~unable~~ to ~~work~~risks ~~around~~outside ~~such~~of ~~infringement or obtain a license on acceptable terms, we might face substantial monetary judgments against us or an injunction against continuing to license~~ our ~~technology~~control, ~~which might cause us to cease operations.~~including:

~~In addition,~~● ~~even~~Dependence ifon ~~we are not infringing or otherwise violating~~ the ~~intellectual~~management property rights of others, we could nonetheless incur substantial costs in defending ourselves in suits brought against us for alleged infringement. Also, if any license agreements provide that we will defend and ~~indemnify~~operational ~~our~~capabilities ~~customer licensees for claims against them relating to any alleged infringement~~ of ~~the intellectual property rights of third parties in connection with such customer licensees’ use of~~ our ~~technologies,~~partners; ~~we may incur substantial costs defending~~ and indemnifying any customer licensees to the extent they are subject to these types of claims. Such suits, even if without merit, would likely require our management team to dedicate substantial time to addressing the issues presented. Any party bringing claims might have greater resources than we do, which could potentially lead to us settling claims against which we might otherwise prevail on the merits.

~~Any claims~~● ~~brought~~The ~~against~~cyclicality ~~us or any customer licensees alleging that we have violated the intellectual property~~ of ~~others~~supply ~~could~~and ~~have~~demand ~~negative consequences~~ for ~~our~~end-products ~~financial~~ties ~~condition,~~to ~~results~~this ~~of operations and~~ business, ~~each of which could be materially adversely affected as a result~~model.

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

~~Our common stock~~We ~~could~~rely beon ~~further~~strategic ~~diluted as the result of the issuance of additional shares of common stock, convertible securities, warrants or options~~partners.

We ~~have~~depend ~~issued~~on ~~common~~strategic ~~stock,~~partners ~~convertible securities (such as convertible debentures, convertible preferred stock, and notes) and warrants in order~~ to ~~raise~~manage ~~money,~~our ~~some~~planned ofoutsourced ~~which have anti-dilution and other similar protections~~systems. WeIf ~~have also issued incentive compensation for~~ our ~~employees~~partners ~~and~~do ~~directors.~~not Weview ~~have~~us ~~shares~~as ofsignificant ~~common~~to ~~stock~~their ~~reserved for issuance upon the exercise of certain of these securities and~~business, they may ~~increase~~reduce ~~the~~their ~~shares~~commitment ~~reserved~~to ~~for~~us, ~~these~~terminate ~~purposes~~their ~~in the future. Our issuance of additional common stock~~relationship, ~~convertible~~pursue ~~securities,~~competing ~~options and warrants could affect the rights of our stockholders~~partnerships, ~~result~~or indevelop aor ~~reduction~~acquire ~~in the overall percentage holdings of our stockholders,~~competing ~~could~~processes. ~~put~~Any ~~downward pressure on the market price~~ of ~~our~~these ~~common~~actions ~~stock,~~ could ~~result~~materially ~~in adjustments to conversion~~ and ~~exercise~~adversely ~~prices~~affect ~~of outstanding~~our ~~notes~~business, ~~and warrants~~operations, and ~~could~~financial ~~obligate us to issue additional shares of common stock to certain of our stockholders~~condition.

~~Our~~A lack ~~chief~~of ~~executive~~government ~~officer~~subsidies ~~owns~~may ~~the majority~~hinder of the ~~voting~~usefulness ~~power~~ of our ~~shareholders~~technology.

AsWe assemble and sell complete engineered solutions and products utilizing the ~~holder~~expertise of ~~our~~PWT ~~outstanding~~and ~~shares~~MWS. ofGovernment ~~Series~~subsidies Cthat ~~Preferred~~benefit ~~Stock,~~in ~~our~~the ~~chief~~industries ~~executive~~we ~~officer,~~serve T.can ~~Riggs~~vary ~~Eckelberry~~and ~~has~~may ~~51%~~be ofreduced ~~the~~or ~~voting~~eliminated, ~~power~~which ofcould ~~the~~materially ~~Company’s~~and ~~shareholders.~~adversely Asimpact aour ~~result, Mr~~business. ~~Eckelberry~~Similarly, ~~has~~more ~~the~~stringent ~~ability~~regulations tocould ~~control~~increase ~~all~~compliance ~~matters~~costs ~~submitted~~or tocreate additional ~~shareholders~~barriers, ~~and~~ ~~his~~further ~~interests~~negatively ~~may~~affecting ~~differ~~our ~~from~~business ~~those~~operations ofand ~~other~~financial ~~shareholders~~condition.

~~We have created~~The ~~various~~industries ~~series~~in ofwhich ~~preferred~~we ~~stock~~operate ~~and~~may ~~our~~endure ~~articles~~deflationary ofcycles, ~~incorporation~~affecting ~~allow for~~ our ~~board~~ability to ~~create~~sell ~~additional~~and ~~new~~license ~~series of preferred stock without further approval by~~ our ~~stockholders, which could adversely affect the rights of the holders of our common stock~~systems.

~~Our~~Deflationary ~~Board~~events, ofincluding ~~Directors~~industry ~~has~~sector ~~the~~downturns ~~authority~~or toeconomic ~~fix~~collapses, ~~and~~could ~~determine~~materially ~~the relative rights~~ and ~~preferences~~adversely ofaffect ~~preferred~~demand ~~stock.~~for ~~Our~~our ~~Board~~systems, ~~of Directors~~limiting ~~has~~our ~~the~~ability ~~authority~~ to ~~issue~~generate ~~additional~~revenue ~~shares~~from ofsales ~~our~~or ~~preferred~~licenses ~~stock~~and ~~without~~negatively ~~further~~impacting ~~stockholder~~our ~~approval.~~business, ~~Our~~financial ~~board~~condition, ofand ~~directors~~results ~~has created various series~~ of ~~preferred stock and may create additional series in the future with various preferential rights over the common stock~~operations.

15If we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.

Our success ~~issuance~~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 ~~common~~of ~~stock~~Mr. ~~upon~~Eckelberry’s ~~conversion~~services could significantly impact our operations. As Mr. Eckelberry does not have an employment agreement with us, there is no guarantee of ~~outstanding~~his ~~preferred~~continued ~~stock~~association. ~~will~~His ~~result~~leadership inremains ~~dilution~~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 ~~stockholders~~technology, and execute our business strategies effectively.

We have outstanding various series of preferred stock that are convertible into common stock, including varies series that are convertible into common stock at variable conversion prices and which in some cases entitle certain prior investors to certain make-good shares (see Note 3 to the financial statements included in this report). Our issuance of common stock upon conversion of outstanding preferred stock will result in dilution to holders of our common stock, which may have a negative effect on the price of our common stock.13

~~There~~Competition from isother acompanies ~~limited public~~in our market may affect the market for our ~~common stock~~technology.

~~Our~~The entry ~~common~~of ~~stock~~new iscompanies ~~not~~into ~~listed~~our onmarket ~~any~~continues ~~national~~to ~~securities~~increase ~~exchange~~competition. ~~Accordingly,~~Established ~~investors~~domestic ~~may~~and ~~find~~foreign itcompanies ~~more~~with ~~difficult~~longer ~~to buy and sell our~~experience ~~shares~~in ~~than~~prefabricated ifor ~~our~~modular ~~common~~water ~~stock~~systems ~~was~~or ~~traded~~DBOO onmodels anoften ~~exchange.~~have ~~Although~~greater ~~our~~financial ~~common~~and ~~stock~~operational isresources. ~~quoted~~These oncompetitors ~~the OTC Pink, it is an unorganized,~~may ~~inter-dealer,~~benefit ~~over-the-counter~~from ~~market~~superior ~~which~~capabilities ~~provides~~in ~~significantly~~employee ~~less~~recruitment ~~liquidity~~and ~~than~~retention, ~~the~~manufacturing, ~~NASDAQ~~and ~~Capital~~marketing, ~~Market~~providing orthem ~~other~~with ~~national~~a ~~securities~~competitive ~~exchange~~edge. ~~These~~Additionally, ~~factors~~competitors may ~~have~~strengthen antheir ~~adverse~~market ~~impact~~positions onthrough ~~the~~asset ~~trading~~acquisitions and ~~price~~expansions. ofIf ~~our~~we ~~common~~or ~~stock. And~~ our ~~common stock may be less attractive~~customers ~~for~~cannot ~~margin~~compete ~~loans,~~effectively ~~for~~or ~~investment~~respond byto ~~financial~~these ~~institutions~~competitive pressures, asour ~~consideration~~operational inresults ~~future~~and ~~capital~~financial ~~raising~~condition ~~transactions~~could orbe ~~other purposes~~materially affected.

~~The price of our~~Risks ~~common~~Related ~~stock~~to isOur ~~volatile,~~Intellectual ~~which may cause investment losses for our stockholders.~~Property

~~The~~Failure ~~market for our common stock is highly volatile and subject~~ to ~~wide fluctuations in response to~~establish, ~~among~~maintain ~~other things, quarterly variations in operating~~ and ~~financial~~enforce ~~results,~~intellectual ~~and~~property ~~general~~rights economic and market conditions. In addition, statements or changes in opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to our market or relating to us could result in an immediate and adverse effect on the market price of our common stock. The highly volatile nature of our stock price may ~~cause~~negatively ~~investment~~impact ~~losses for~~ our ~~shareholders.~~financial ~~In the past~~condition, ~~securities~~operations class action litigation has often been brought against companies following periods of volatility in the market price of their securities. If securities class action litigation is brought against us, such litigation could result in substantial costs while diverting management’s attention and ~~resources~~business.

~~Shares eligible~~Our ~~for~~ability ~~future~~to ~~sale~~protect ~~may~~intellectual ~~adversely~~property ~~affect~~acquired under the ~~market~~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.

~~From~~Although ~~time~~we toprotect ~~time, certain of~~ our ~~stockholders~~technology ~~may~~as betrade ~~eligible~~secrets toand ~~sell~~technical ~~all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act of 1933~~know-how, asthese ~~amended~~methods ~~(the~~offer ~~“Securities~~less ~~Act”), subject~~legal toprotection ~~certain~~than ~~limitations~~patents. InOnly ~~general,~~patents can ~~pursuant~~prevent toothers ~~Rule~~from ~~144,~~using ~~non-affiliate~~independently ~~stockholders~~developed ~~may~~similar ~~sell freely after six months subject only to the current public information requirement~~technology. ~~Affiliates~~Competitors ~~may~~gaining ~~sell~~access ~~after six months subject~~ to ~~the~~or ~~Rule~~surpassing ~~144 volume, manner of sale (for equity securities), and current public information and notice requirements. Any substantial sales of~~ our ~~common~~trade ~~stock pursuant to~~secrets ~~Rule~~through ~~144~~observation ~~may~~or ~~have~~other ameans ~~material~~could ~~adverse~~diminish ~~effect~~their ~~on the market price of our common stock~~value.

~~Our~~Despite ~~stock~~implementing systems isto ~~subject~~safeguard confidentiality, these measures may not provide sufficient protection. While we require employees, consultants, advisors, and partners to ~~the~~sign ~~penny~~non-disclosure ~~stock~~agreements, ~~rules~~we cannot guarantee their effectiveness. Additionally, ~~which~~technology ~~impose~~deployed at ~~significant~~customer ~~restrictions~~sites onmay ~~broker~~be observable by third parties without non-~~dealers~~disclosure ~~and~~agreements, ~~may~~limiting ~~affect~~its ~~the~~protection ~~resale~~as ofa ~~our~~trade ~~stock~~secret.

~~Our~~Enforcing ~~common~~intellectual ~~stock~~property ~~has~~rights been subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), commonly referred to as the “penny stock” rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The SEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is ~~considered~~challenging ~~to be penny stock unless that security is: registered~~ and ~~traded on~~may arequire ~~national~~costly ~~securities~~litigation exchange meeting specified criteria set by the SEC; issued by a registered investment company; excluded from the definition on the basis of price (at least US $5.00 per share) or the registrant’s net tangible assets; or exempted from the definition by the Securities and Exchange Commission (“SEC”). Our common stock is considered to be a “penny stock.” The SEC has adopted rules that regulate broker-dealer practices in connection with ~~transactions~~uncertain ~~in “penny stocks.” As our common stock is considered to be “penny stock~~outcomes,” ~~trading~~diverting inresources ~~our common stock is subject to additional sales practice requirements on broker-dealers who sell penny stock to persons other than established customers~~ and ~~accredited investors. This may reduce the liquidity~~management ~~and trading volume of our shares~~attention.

16The 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.

~~Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell our common shares.~~14

InAlthough ~~addition~~we ~~to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must~~ have ~~reasonable~~filed ~~grounds~~various ~~for~~patent ~~believing~~applications ~~that the investment is suitable~~ for ~~that~~some ~~customer.~~of ~~Prior~~our ~~to recommending~~original ~~speculative low-priced securities to their non-institutional customers~~technologies, ~~broker-dealers~~some ~~must~~have ~~make~~been ~~reasonable~~abandoned ~~efforts~~or ~~to obtain information about the customer’s financial status, tax status, investment objectives and other information~~transferred. ~~Under~~In ~~interpretations~~certain ~~of these rules~~cases, ~~FINRA~~we ~~believes~~have ~~that~~opted ~~there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers~~ to ~~recommend~~protect ~~that their customers buy~~ our ~~common~~intellectual ~~stock,~~property ~~which may~~through ~~limit~~a ~~your~~trade ~~ability~~secrets ~~to buy and sell our stock and have an adverse effect on the market for our shares~~policy.

If Although we ~~fail~~have tofiled ~~maintain effective~~various ~~internal~~patent ~~controls~~applications ~~over~~for ~~financial~~some ~~reporting~~of our original technologies, ~~the~~some ~~price~~have ofbeen abandoned or transferred. In certain cases, we have opted to protect our ~~common~~intellectual ~~stock~~property ~~may~~through bea ~~adversely~~trade ~~affected~~secrets policy.

~~Our internal~~We ~~control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure~~safeguard ofour ~~which~~intellectual ~~may~~property ~~have~~using ana ~~adverse~~combination ~~impact on the price~~ of ~~our~~patents ~~common stock. We are required to establish~~ and ~~maintain~~trade ~~appropriate internal controls over financial reporting~~secrets. ~~Failure to establish those controls~~However, ortrade ~~any~~secrets ~~failure~~do ofnot ~~those~~provide ~~controls~~the ~~once~~same ~~established,~~level ~~could~~of ~~adversely~~protection ~~affect~~as ~~our~~patents, ~~public~~and ~~disclosures~~patents ~~regarding~~may ~~our~~not ~~business,~~guarantee ~~prospects,~~meaningful ~~financial~~protection ~~condition~~ or ~~results~~commercial ~~of operations~~advantage. In ~~addition~~the U.S., ~~management’s assessment~~patents ofonly ~~internal~~offer ~~controls~~protection ~~over~~for 20 ~~financial~~years ~~reporting~~from ~~may~~the ~~identify~~filing ~~weaknesses~~date, and ~~conditions~~delays ~~that need to be addressed~~ in ~~our~~patent ~~internal controls~~issuance ~~over~~reduce ~~financial~~the ~~reporting~~enforcement ~~or other matters that may raise concerns for investors~~period. ~~Any~~Additionally, ~~actual~~the orclaims ~~perceived~~in ~~weaknesses~~issued ~~and conditions~~patents ~~that~~may ~~need~~not to be ~~addressed~~broad inenough ~~our~~to ~~internal~~prevent ~~control~~others ~~over~~from ~~financial~~developing ~~reporting~~similar technologies or ~~disclosure~~achieving ofcomparable ~~management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock~~results.

WeOur ~~are required~~ability to ~~comply~~license ~~with~~and ~~certain~~exploit ~~provisions~~technology ofunder ~~Section~~our ~~404~~patents ofmay also be constrained by the ~~Sarbanes-Oxley~~intellectual ~~Act~~property rights of ~~2002~~others. Numerous U.S. and ifforeign-issued wepatents ~~fail~~and topending ~~comply~~patent applications in aour ~~timely~~field ~~manner,~~may have priority over our ~~business~~applications, potentially leading ~~could~~to beinvalidation ~~harmed,~~or ~~and~~limitations on our ~~stock~~rights. ~~price~~Furthermore, our competitors could ~~decline~~challenge the validity or enforceability of any patents that are issued from our applications.

~~Rules adopted~~These ~~by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial~~risks ~~reporting,~~may ~~and~~impact ~~for~~our ~~certain~~ability ~~issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management~~ to ~~assess~~protect ~~the internal controls over financial reporting as effective are evolving~~ and ~~complex, and~~commercialize require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or how costly it will be to complete the assessment of the effectiveness of our ~~internal~~intellectual ~~control~~property ~~over financial reporting for each year and to remediate any deficiencies~~effectively, ifwhich ~~any,~~could inhave ~~our internal controls over financial reporting. As~~ a ~~result,~~material weadverse ~~may not be able to complete~~effect ~~the assessment and remediation process~~ on ~~a timely basis. In addition, although attestation requirements by~~ our ~~independent~~business ~~registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future,~~ and ~~we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting~~operations. In the event that our Chief Executive Officer or Chief Financial Officer determine that our internal controls over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.

We may doface ~~not~~claims ~~intend to~~that ~~pay~~we ~~dividends~~are onviolating ~~our~~the ~~common~~intellectual ~~stock~~property rights of others.

We do ~~not anticipate paying cash dividends on our common stock in the foreseeable future. We~~ may ~~not have sufficient funds to legally pay~~encounter ~~dividends.~~claims ~~Even~~from ifdirect ~~funds~~competitors, ~~are~~other ~~legally~~water ~~available~~companies, ~~to pay dividends~~scientists, weor ~~may~~research ~~nevertheless~~institutions ~~decide~~asserting inthat our ~~sole~~business ~~discretion~~models, ~~not to pay dividends.~~technology, ~~The~~or ~~declaration,~~the ~~payment~~commercial ~~and~~use ~~amount~~ of ~~any~~such ~~future~~technology ~~dividends~~infringe ~~will~~on betheir ~~made~~intellectual atproperty ~~the~~rights. ~~discretion~~As ofwe ~~our~~have ~~board~~not ofconducted ~~directors~~infringement, ~~and~~freedom-to-operate, or ~~will~~landscape ~~depend upon~~analyses, ~~among~~we ~~other~~cannot ~~things,~~be ~~the~~certain ~~results~~that of our ~~operations,~~technologies ~~cash flows~~ and ~~financial~~processes ~~condition,~~do ~~operating~~not ~~and~~violate ~~capital~~the ~~requirements,~~rights ~~and other factors our board~~ of ~~directors may consider relevant~~others. InThese ~~addition,~~claims ~~we have outstanding various series of preferred stock that are entitled~~may toincrease ~~dividends~~as ~~prior~~we togrow ~~payment~~our ofmarket ~~any~~profile ~~dividends~~and onbegin ~~our~~generating ~~common stock~~revenue.

17We 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.

~~ITEM~~If 1Bwe 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. ~~UNRESOLVED~~In ~~STAFF~~such ~~COMMENTS~~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.

~~Not~~Even if we are not infringing on others’ intellectual property ~~applicable~~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.

~~ITEM~~Any 2.claims ~~PROPERTIES~~alleging intellectual property infringement, whether against us or our customer licenses, could materially and adversely impact our financial condition, business operations, and results.

Our principal corporate offices are located at 13575 58th Street North, Suite 200, Clearwater, FL 33760. Our Dallas based subsidiary, PWT, rents an approximately 12,000 square foot facility located at 2535 E. University Drive, McKinney, TX 75069, with a current monthly rent of $8,500. We believe these facilities are suitable and adequate to meet our current business requirements.15

~~ITEM~~Risks Related 3.to ~~LEGAL~~Our ~~PROCEEDINGS.~~Common Stock

OnOur ~~July~~common ~~12,~~stock ~~2023,~~may ~~the~~be ~~Company~~diluted ~~entered~~through ~~into a Confidential Settlement and Mutual Release Agreement (~~the ~~“Settlement~~issuance ~~Agreement”) with~~of ~~Auctus~~additional ~~Fund~~shares, ~~LLC~~convertible (“Auctus”) relating to the settlement and release of certain pending legal actions arising out of various loans and agreements between the Company and Auctus. Pursuant to the terms of the Settlement Agreementsecurities, ~~the~~warrants Company and Auctus have resolved all outstanding legal disputes and claims between them. The appeal that was pending in the United States Court of Appeals for the First Circuit and trial matter in the United States District Court for the District of Massachusetts have been terminated and all transactions and obligations thereunder between the Company and Auctus are null and void. The terms and conditions of the Settlement Agreement are confidential and have no impact on the financial condition or ~~operations of the Company~~options.

~~On or~~To ~~around~~raise ~~March 5~~capital, ~~2024,~~we ~~Progressive~~have ~~Water~~issued ~~Treatment~~common stocks, ~~Inc.~~convertible ~~was~~securities (such ~~named~~ as aconvertible ~~defendant~~debentures, inconvertible apreferred ~~case filed by Process Solutions~~stock, ~~Inc~~and ~~(“PSI”~~notes)~~. The~~, ~~case~~and ~~was~~warrants, ~~filed~~some ~~in the Court~~ of ~~Common~~which ~~Pleas~~include inanti-dilution ~~Hamilton~~and ~~County, Ohio~~similar protections. ~~The~~Additionally, ~~complaint~~we ~~alleges~~have ~~that~~issued ~~PWT~~incentive ~~breached~~compensation ato ~~contract~~employees ~~with PSI~~ and ~~alleges~~directors. ~~damages~~Shares of ~~$143,674.82~~common ~~plus~~stock ~~attorneys~~are ~~fees.~~reserved ~~PWT~~for ~~has~~issuance upon ~~removed~~ the ~~case~~exercise toof ~~federal~~these ~~court~~securities, ~~denies~~and ~~the~~we ~~claims~~may inincrease the ~~complaint and~~number ~~intends~~of toreserved ~~enforce~~shares ain ~~binding arbitration provision between~~ the ~~parties and to bring counter claims against PSI for failing to pay PWT for services rendered~~future.

~~ITEM~~Issuing additional 4common 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. ~~MINE~~These ~~SAFETY~~actions ~~DISCLOSURES~~could affect the rights of current stockholders and the overall value of our common stock.

~~Not~~Our chief ~~applicable~~executive officer holds the majority of the voting power of our shareholders.

18T. 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.

~~PART~~We have IIcreated 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.

~~ITEM~~Our Board 5of Directors has the authority to determine the rights and preferences of preferred stock and to issue additional shares without requiring approval from stockholders. ~~MARKET~~This ~~FOR~~includes ~~REGISTRANT’S~~the ~~COMMON~~creation ~~EQUITY,~~of ~~RELATED~~new ~~STOCKHOLDER~~series ~~MATTERS~~of ~~ISSUER~~preferred ~~PURCHASES~~stock OFwith ~~EQUITY~~preferential ~~SECURITIES~~rights that could adversely affect the rights of common stockholders.

Our issuance of common stock isupon ~~quoted on~~conversion ~~the~~of ~~OTC~~preferred ~~Markets~~stock ~~Pink~~may ~~Open~~dilute ~~Market~~stockholder ~~under the symbol “OCLN”~~ownership.

~~The~~We ~~market~~currently ~~price~~have an outstanding series of ~~our~~preferred ~~common~~stock convertible into common stock, ~~like~~including ~~that~~a ofseries ~~other~~with ~~technology~~variable ~~companies~~conversion prices. In some cases, isthese ~~highly~~entitlements ~~volatile~~include ~~and~~the isissuance ~~subject~~of make-good shares to ~~fluctuations~~certain inprior ~~response~~investors to(see ~~variations~~Note in3 ~~operating results,~~– ~~announcements~~Preferred Stock). The conversion of ~~technological~~these ~~innovations~~preferred orshares ~~new~~into ~~products,~~common orstock ~~other~~will dilute ~~events~~the orholdings ~~factors.~~of ~~Our~~existing ~~stock~~common ~~price~~stockholders, which may ~~also~~negatively beimpact ~~affected by~~the ~~broader~~ market ~~trends~~price ~~unrelated~~of to our ~~performance~~common stock.

~~Holders~~There is a limited public market for our common stock.

AsOur common ofstock ~~April~~is ~~17,~~not ~~2024~~listed on any national securities exchange, wemaking ~~had approximately~~it ~~564~~more ~~holders~~difficult offor ~~record~~investors ofto ~~our~~buy ~~common~~or ~~stock~~sell shares compared to stocks traded on an exchange. ~~This~~While ~~number~~our ~~does~~common ~~not~~stock ~~include~~is ~~beneficial~~quoted ~~owners~~on ~~whose~~the ~~shares~~OTC ~~are~~Pink, ~~held~~this ininter-dealer, over-the-counter ~~names~~market offers ofsignificantly ~~various~~less ~~security~~liquidity ~~brokers,~~than ~~dealers,~~national ~~and~~exchanges ~~registered~~like ~~clearing~~the ~~agencies~~NASDAQ Capital Market.

~~Dividend~~The limited ~~Policy~~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.

~~We have never paid any cash~~The ~~dividends~~price onof our common stock ~~and~~is ~~do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings~~volatile, ifwhich ~~any,~~may tolead ~~fund ongoing operations and future capital requirements of our business. Any future determination~~ to ~~pay~~investment cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevantlosses. ~~In addition, we have outstanding various series of preferred stock that are entitled to dividends prior to any payment of dividends on the common stock.~~

~~Recent~~The ~~Sales~~market for ofour ~~Unregistered~~common ~~Securities~~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.

~~There~~This ~~were~~volatility may noresult ~~sales~~in investment losses for our stockholders. Historically, periods of ~~unregistered securities~~significant ~~during~~stock ~~the~~price ~~fiscal~~fluctuations ~~year~~have ~~ended~~often ~~December~~led ~~31,~~to securities ~~2023~~class ~~other~~action ~~than~~litigation. ~~those~~If ~~transactions~~such ~~previously~~litigation ~~reported~~is tobrought ~~the~~against ~~SEC~~us, onit ~~our~~could ~~quarterly reports~~result onin ~~Form~~substantial ~~10-Q~~legal costs and ~~current~~consume management’s ~~reports~~time onand ~~Form~~resources, ~~8-K~~potentially impacting our operations.

~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~16

~~None~~Shares eligible for future sale may adversely affect the market.

~~ITEM~~Certain stockholders 6may 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. ~~RESERVED~~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.

~~ITEM~~Substantial sales 7.of ~~MANAGEMENT’S~~our ~~DISCUSSION~~common ~~AND~~stock ~~ANALYSIS~~under OFRule ~~FINANCIAL~~144 ~~CONDITION~~could ~~AND~~negatively ~~RESULTS~~impact OFthe ~~OPERATION~~market price of our shares, potentially causing a material adverse effect.

~~The following discussion~~Our ~~and~~stock ~~analysis~~is ~~should~~subject beto ~~read together with our financial statements and~~ the ~~related~~penny ~~notes~~stock 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 uncertaintiesrules, ~~risks~~which ~~and~~may ~~assumptions~~restrict ~~associated~~resale ~~with these statements. Actual results~~ and ~~the~~reduce 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-Kliquidity.

~~Critical~~Our ~~Accounting~~common stock ~~Policies~~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.

~~The~~As ~~Securities~~a ~~and Exchange~~penny ~~Commission (“SEC”) defines “critical accounting policies” as those that require application of management’s most difficult~~stock, ~~subjective~~our orshares ~~complex~~are ~~judgments,~~subject ~~often as a result of the need~~ to ~~make~~SEC ~~estimates~~rules ~~about the effect of matters~~ that ~~are inherently~~impose ~~uncertain~~additional ~~and~~sales ~~may~~practice ~~change~~requirements inon ~~subsequent periods~~broker-dealers. ~~Not~~These ~~all~~rules ofaffect ~~the~~transactions involving ~~accounting~~individuals ~~policies~~other ~~require~~than ~~management~~established tocustomers ~~make difficult, subjective~~ or ~~complex~~accredited ~~judgments or estimates. However~~investors, ~~the~~making ~~following~~it ~~policies~~more ~~could~~burdensome befor ~~deemed~~broker-dealers to betrade our ~~critical within the SEC definition~~shares.

19These restrictions may reduce the liquidity and trading volume of our common stock, potentially limiting resale opportunities and adversely affecting its market price.

~~Recently~~Financial Industry ~~Issued~~Regulatory ~~Accounting~~Authority, ~~Pronouncements~~Inc. (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell our common shares.

~~Management~~In addition ~~adopted~~to athe ~~recently~~“penny stock” rules, the Financial Industry Regulatory Authority, Inc. (“FINRA”) has implemented ~~issued~~rules ~~accounting~~requiring ~~pronouncement~~broker-dealers ~~during~~to ~~the~~ensure ~~year~~that ~~ended~~recommended ~~December~~investments 31are suitable for their customers. Before recommending speculative, low-priced ~~2023~~securities like our common stock to non-institutional customers, asbroker-dealers ~~disclosed~~must inmake ~~the~~reasonable ~~Notes~~efforts to gather information about the customer’s financial ~~statements~~status, ~~included in~~tax ~~this~~status, ~~report~~investment objectives, and other relevant details.

~~Revenue~~FINRA ~~Recognition~~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.

~~We recognize revenue when~~If ~~services~~we ~~are~~fail ~~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~~maintain ~~customer,~~effective ~~fees~~internal ~~are~~controls ~~fixed~~over orfinancial ~~determinable~~reporting, ~~and~~our ~~collection~~stock ofprice ~~the~~may ~~related~~be ~~receivable~~negatively ~~is reasonably assured~~impacted.

~~Revenues and related costs~~We ~~on construction contracts~~ are ~~recognized~~required asto ~~the~~establish ~~performance~~and ~~obligations~~maintain ~~for~~effective ~~work~~internal ~~are~~controls ~~satisfied~~ over ~~time~~financial ~~in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers~~reporting. ~~Under~~Weaknesses ~~ASC~~or ~~606,~~failures ~~revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised~~ in ~~the~~these ~~contract (i.e., performance obligations). All~~controls ~~un-allocable~~could ~~indirect~~adversely ~~costs~~affect ~~and~~our ~~corporate~~ability ~~general and administrative costs are charged~~ to ~~the~~provide ~~periods~~accurate ~~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~~reliable ~~estimates during~~public ~~the~~disclosures ~~course~~about ofour 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 performancebusiness, ~~job~~ ~~conditions,~~financial ~~and estimated profitability~~condition, ~~including those arising from contract penalty provisions,~~ and ~~final contract settlements,~~results ~~may~~of ~~result in revisions to costs and income, which are recognized in the period the revisions are determined~~operations.

~~Use~~Management’s assessment of ~~Estimates~~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.

~~The preparation of financial~~We ~~statements~~are inrequired ~~conformity with generally accepted accounting principles requires management~~ to ~~make~~comply ~~estimates~~with ~~and~~certain ~~assumptions~~provisions ~~that affect the reported amounts~~ of ~~assets~~Section ~~and~~404 ~~liabilities, disclosure~~ of ~~contingent assets and liabilities at~~ the ~~date~~Sarbanes-Oxley ofAct ~~the financial statements, and the reported amounts~~ of ~~revenues~~2002 and ~~expenses~~if ~~during~~we ~~the~~fail ~~reporting period. Actual results could differ from those estimates. Significant estimates include estimates used~~ to ~~review~~comply ~~the~~in ~~Company’s~~a ~~goodwill, impairments and estimations of long-lived assets, revenue recognition~~timely ~~on percentage of completion type contracts~~manner, ~~allowances~~our ~~for~~business ~~uncollectible~~could accounts, inventory valuation, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be ~~reasonable in the circumstances~~harmed, ~~the results of which form the basis for making judgments about the carrying values of assets~~ and ~~liabilities~~our ~~that~~stock ~~are~~price ~~not~~could ~~readily apparent from other sources~~decline. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

~~Fair~~Under ~~Value~~Section 404 of ~~Financial~~the ~~Instruments~~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.

Fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2023, the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses approximate the fair value because of their short maturities.17

~~Presentation~~It ofis ~~Financial~~challenging to ~~Statements~~predict -the ~~Discontinued~~time ~~Operations~~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.

InIf ~~accordance~~our ~~with~~Chief Executive ~~ASC~~Officer ~~205-20, a disposal of a component~~ or aChief ~~group of~~Financial ~~components~~Officer ~~should~~determines bethat ~~reported~~our ininternal ~~discontinued~~controls ~~operations~~are ifnot ~~the~~effective ~~disposal~~as ~~represents~~defined aunder ~~strategic~~Section ~~shift~~404, ~~that has (or will have) a major~~we ~~effect~~may onface anregulatory ~~entity’s~~scrutiny ~~operations~~or ~~and~~adverse ~~financial~~market ~~results~~reactions. ~~when~~Such aoutcomes ~~component~~could ofnegatively orimpact ~~group~~investor ofconfidence ~~components~~and ~~meets~~ the ~~initial~~market ~~criteria for~~value ~~classification~~ of ~~held~~our ~~for sale to be classified as held for sale~~stock.

~~Since the proposed business~~We ~~combination~~do ofnot ~~WODI~~intend ~~with~~to ~~FRLA~~pay ~~meets~~dividends ~~all~~on ~~the~~our ~~initial~~common criteria for classification of held for sale, the assets, liabilities and operating results of WODI have been classified as held-for-sale in the periods ending December 31, 2023 and financial statements of the prior year ending in December 31, 2022 have been adjusted to reflect comparablestock. ~~(See Note 3).~~

~~The~~We do ~~following~~not ~~discussion~~anticipate ~~relates~~paying tocash ~~the~~dividends ~~Company’s~~on ~~comparative analysis~~our ofcommon stock in the ~~continuing~~foreseeable ~~operations~~future. ~~only~~Even ~~for~~if ~~the~~we ~~years~~have ~~ended~~sufficient ~~December~~funds 31to legally pay dividends, ~~2023~~our ~~and~~board ~~December~~of 31directors may choose, ~~2022~~at its discretion, not to declare or pay dividends.

~~Results~~The declaration and amount of ~~Continuing~~any ~~Operations~~future ~~for~~dividends ~~the~~will ~~years~~depend ~~ended~~on ~~December 31~~various factors, ~~2023~~including our operating results, cash flows, financial condition, capital requirements, and ~~2022~~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.

	Year Ended
	December 31, 2023			December 31, 2022
Revenue	$	26,292		$	26,292
Cost of Goods Sold		-			-
Operating Expenses, Depreciation and Amortization		5,427,852			5,978,415
Loss from Continuing Operations before Other Income (Expense)		(5,401,560	)		(5,952,123	)
Other Income (Expense)		8,707,253			(4,514,272	)
Net Income (Loss) from continuing operations	$	(11,625,783	)	$	(10,790,721	)

ITEM 1B. UNRESOLVED STAFF COMMENTS.

20Not applicable.

~~Revenue~~ITEM 2. ~~and Cost of Sales~~PROPERTIES.

~~Revenue~~Our principal ~~for~~corporate ~~the~~offices ~~year~~are ~~ended December~~located ~~31,~~at ~~2023~~13575 ~~and~~58th ~~2022~~Street ~~was $26~~North,~~292~~ ~~and~~Suite ~~$26~~200,~~292,~~ ~~respectively. There was no cost of sales for the year ended December 31~~Clearwater, ~~2023~~FL ~~and 2022, respectively~~33760.

~~Operating~~Our ~~Expenses~~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.

~~Selling~~We believe these facilities are suitable and ~~Marketing~~adequate ~~Expenses~~for our current business requirements.

~~Selling and Marketing (“S&M”)~~ITEM ~~expenses for the years ended December 31, 2023 and 2022, were $2,382,753 and $2,618,083, respectively~~3. ~~The decrease~~LEGAL ~~in selling and marketing expenses was primarily due to a decrease in marketing and investor relations expense~~PROCEEDINGS.

~~General~~On ~~Administrative~~March ~~Expenses~~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.

~~General~~ITEM ~~administrative (“G&A”) expenses for the years ended December 31, 2023 and 2022, were $3,018,782 and $3,215,934, respectively~~4. ~~General and administrative expenses~~ ~~decreased~~MINE ~~primarily~~SAFETY ~~due to a decrease in non-cash outside services expense~~DISCLOSURES.

~~Depreciation Expense~~Not applicable.

~~Depreciation expense for the years ended December 31, 2023 and 2022, were $26,317 and $30,398, respectively.~~18

~~Other Income and Expenses~~PART II

~~Other income and (expenses) increased by $13,221,525 to $8,707,253~~ITEM ~~for the year ended December 31, 2023, compared to $(4,514,272) for the year ended December 31, 2022~~5. ~~The~~MARKET ~~increase~~FOR ~~was~~REGISTRANT’S ~~predominantly~~COMMON ~~the result of an increase in gain on redemption of common stock in the amount of $7~~EQUITY,~~499,390,~~ anRELATED ~~increase~~STOCKHOLDER inMATTERS ~~the~~ISSUER ~~fair~~PURCHASES ~~value~~OF ofEQUITY the derivatives in the amount of $4,888,920, a gain on write off of loans payable in the amount of $143,064, unrealized gain on investment securities in the amount of $196,836, settlement for non-conversion of common stock in the amount of $13,500, gain on conversion of preferred in the amount of $434,380, and interest expense of $95,435, with a decrease in impairment of receivable in the amount of $50,000SECURITIES.

~~Net~~Our common ~~Income~~stock ~~(Loss)~~is quoted on the OTC Markets Pink Open Market under the symbol “OCLN”.

~~Our net loss increased by~~The ~~$835,062~~market toprice ~~$(11,625,783)~~of ~~for~~our ~~the~~common ~~year~~stock ~~ended~~is ~~December~~highly 31volatile, ~~2023,~~reflecting ~~compared~~trends common to ~~net~~technology ~~loss of $(10,790,721) for the year ended December 31, 2022~~companies. ~~The~~It ~~majority~~fluctuates ~~of the increase~~ in ~~net~~response ~~loss was due primarily~~ to ~~an increase~~ variations in ~~other~~operating ~~income~~results, ~~and~~announcements ~~expenses~~of ~~and~~technological ~~net~~innovations ~~change~~or innew ~~derivative instruments estimated each period. These estimates are based on multiple inputs~~products, ~~including~~or ~~the~~other ~~market~~events ~~price~~or offactors. ~~our~~Our stock, ~~interest rates, our stock~~ price, ~~volatility,~~may ~~variable~~be influenced ~~conversion~~by ~~prices~~broader ~~based on~~ market ~~prices~~trends ~~defined in the respective agreements~~ and ~~probabilities of~~conditions ~~certain~~unrelated ~~outcomes based on managements’ estimates. These inputs are subject~~ to ~~significant~~our ~~changes~~specific ~~from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material~~performance.

~~Liquidity and Capital Resources~~Holders

~~Liquidity~~As ~~is the ability~~ of a ~~company~~March to31, ~~generate~~2025, ~~funds~~we tohad ~~support~~approximately ~~its~~791 ~~current~~holders ~~and~~of ~~future~~record ~~operations,~~of our ~~satisfy~~common ~~its~~stock. ~~obligations,~~This ~~and~~figure ~~otherwise~~does ~~operate~~not oninclude anbeneficial ~~ongoing basis.~~owners ~~Significant~~whose ~~factors~~shares ~~in the management of liquidity~~ are ~~funds~~held ~~generated~~ by ~~operations~~brokers, ~~levels~~dealers, ofor ~~accounts~~registered ~~receivable~~clearing ~~and accounts~~agencies ~~payable~~on ~~and~~their ~~capital expenditures~~behalf.

21Dividend Policy

~~The~~We ~~financial statements~~ have ~~been prepared on a going concern basis~~never ofpaid accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if we are unable to continue as a going concern. During the year ended December 31, 2023, total cash ~~used~~dividends in operations was $5,513,658. As of December 31, 2023, we had a working capital deficit of $32,249,892 and a shareholders’ deficit of $39,263,958. These factors, among others raise substantial doubt about our ability to continue as a going concern. Our independent auditors, in their report on our ~~audited~~common ~~financial~~stock ~~statements for the year ended December 31, 2023 expressed substantial doubt about our ability to continue as a going concern. The ability of us to continue as a going concern~~ and ~~the~~do ~~appropriateness~~not ofanticipate ~~using~~doing the going concern basis is dependent upon, among other things, additional cash infusion. We have obtained funds from investors in the year ended December 31, 2023, and have standing purchase orders and open invoices with customers and we are pursuing various financing alternatives to fund the Company’s operations so ~~it can continue as a going concern~~ in the ~~medium~~foreseeable ~~to long term~~future. ~~Management~~Our ~~believes~~intention ~~this~~is ~~funding will continue from our current investors and new investors. There can be no assurance that such funding will be available~~ to ~~the~~retain ~~Company~~future ~~in the amount required at any time or~~earnings, if ~~available~~any, ~~that it can be obtained on terms satisfactory~~ to ~~the~~support ~~Company.~~ongoing ~~Management~~operations ~~believes the existing shareholders, the prospective new investors~~ and ~~current and~~fund future ~~revenue~~capital ~~will provide the additional cash needed to meet our obligations as they become due and will allow the development of our core business operations~~requirements.

AtAny ~~December~~decision to ~~31,~~pay ~~2023~~cash ~~and~~dividends ~~December 31,~~in ~~2022,~~the wefuture ~~had~~will ~~cash~~be at the discretion of ~~$114,640~~our ~~and~~board ~~$790,697,~~of ~~respectively,~~directors and ~~working~~will ~~capital~~depend ~~deficit~~on factors such as our financial condition, results of ~~$32~~operations,~~249~~ capital needs,~~892~~ and ~~$14,245,179,~~other ~~respectively~~considerations deemed relevant by the board. ~~The~~ ~~increase~~Additionally, inwe ~~working~~have ~~capital~~various series ~~deficit~~of ~~was~~preferred ~~due~~stock ~~primarily~~outstanding that are entitled to anreceive ~~increase~~dividends inbefore ~~convertible~~any ~~promissory~~dividends ~~notes~~can be paid on our common stock.

~~During the year ended December~~Recent ~~31,~~Sales ~~2023, we raised a net aggregate~~ of ~~$610,450~~Unregistered in offerings of preferred stock and $6,923,000 in convertible secured promissory notes. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future revenue, however, there cannot be any assurance that we will be able to raise additional capital from financings.Securities

~~Net~~During ~~cash~~the ~~used~~fiscal inyear ~~operating~~ended ~~activities~~December ~~was~~31, ~~$(5~~2024,~~513,658)~~ ~~for~~there ~~the~~were ~~year~~no sales ~~ended~~of ~~December~~unregistered ~~31,~~securities ~~2023,~~except ~~compared~~for tothose ~~$(4,648,365)~~previously ~~for~~disclosed ~~the~~in ~~year~~our ~~ended~~quarterly ~~December~~reports ~~31,~~on ~~2022.~~Form ~~The~~10-Q ~~increase~~and incurrent ~~cash~~reports ~~used~~on inForm ~~operating activities~~8-K ~~was~~filed ~~due~~with ~~primarily~~the toSEC. anAdditionally, ~~increase~~our subsidiary, Water on Demand Inc., engaged in ~~accrued~~activities ~~expenses~~under a Regulation A offering during this period.

~~Net~~Purchases of ~~cash~~Equity ~~flows~~Securities ~~(used~~by ~~in) investing activities for~~ the ~~year~~Issuer ~~ended December 31, 2023~~ and ~~2022~~Affiliated ~~were $(3,746,985) and $(1,158,904), respectively. The net decrease in cash used in investing activities was primarily due to an increase in purchase of SPAC notes payable.~~ Purchasers

~~Net cash flows provided by financing activities was $8,394,659 for the year ended December 31, 2023, as compared to $6,455,662 for the prior year ended December 31, 2022~~None. ~~The increase in cash provided by financing activities was primarily due to proceeds from secured promissory notes.~~

WeITEM ~~do not have any material commitments for capital expenditures during the next twelve months~~6. ~~Although our proceeds from the issuance of convertible debt together~~ ~~with revenue from operations are currently sufficient to fund our operating expenses in the near future, we will need to raise additional funds in the future so that we can expand our operations~~RESERVED. Therefore, our future operations are dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

~~We have estimated our current~~ITEM average burn and believe that we have assets to ensure that we can function without liquidation for a limited time, due to our cash on hand, growing revenue, and our ability to raise money from our investor base7. ~~Based~~MANAGEMENT’S onDISCUSSION ~~the~~AND ~~aforesaid,~~ANALYSIS weOF ~~believe~~FINANCIAL weCONDITION ~~have~~AND ~~the~~RESULTS ~~ability~~OF ~~to continue our operations for the immediate future and will be able to realize assets and discharge liabilities in the normal course of operations~~OPERATION. ~~However, there cannot be any assurance that any of the aforementioned assumptions will come to fruition and as such we may only be able to function for a short time.~~

22The 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.

~~Recent~~Critical Accounting ~~Trends~~Policies

~~Known trends, demands, commitments,~~The ~~events,~~SEC ordefines ~~uncertainties~~“critical ~~that~~accounting ~~are~~policies” ~~reasonably~~as ~~likely~~those torequiring ~~cause~~management’s ~~reported~~most ~~financial~~challenging, ~~information~~subjective ~~not~~or tocomplex judgments, beoften ~~necessarily~~involving ~~indicative~~estimates of ~~future operating~~inherently ~~results~~uncertain ismatters ~~set~~that ~~forth~~may ~~throughout~~change ~~this~~over ~~Report~~time.

~~Off-Balance~~While not ~~Sheet~~all ~~Arrangements~~accounting policies involve such judgements or estimates, the following policies meet the SEC’s definition of critical accounting policy.

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.19

~~ITEM~~Recently Issued ~~7A.~~Accounting ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Pronouncements

~~Not~~Management ~~required~~adopted ~~for~~a ~~smaller~~recently ~~reporting~~issued accounting pronouncement during ~~companies~~the year ended December 31, 2024, as disclosed in the Notes to the consolidated financial statements included in this report.

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~Revenue Recognition

~~All financial information~~We ~~required~~recognize byrevenue ~~this~~when ~~Item~~services isare ~~attached~~performed, ~~hereto~~and at the ~~end~~time of ~~this~~shipment ~~report~~of ~~beginning~~products, onprovided ~~page~~that ~~F-1~~evidence of an arrangement exists, title and isrisk ~~hereby~~of ~~incorporated~~loss byhave ~~reference~~passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured.

~~ITEM~~Revenues and 9related 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. ~~CHANGES~~Under INASC ~~AND~~606, ~~DISAGREEMENTS~~revenue ~~WITH~~and ~~ACCOUNTANTS~~associated profit, ONwill ~~ACCOUNTING~~be ~~AND~~recognized ~~FINANCIAL~~as ~~DISCLOSURE~~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.

~~None~~Use of Estimates

~~ITEM~~The 9Apreparation 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. ~~CONTROLS~~Actual ~~AND~~results ~~PROCEDURES~~may differ from these estimates.

~~Evaluation~~Significant estimates include evaluations of goodwill ~~Disclosure~~and ~~Controls~~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 ~~Procedures~~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.

~~Evaluation~~Fair Value of ~~Disclosure~~Financial ~~Controls and Procedures~~Instruments

~~Pursuant to Rules 13a-15(b)~~The ~~and~~fair ~~15-d-15(b)~~value ~~under the Exchange Act, the Company carried out an evaluation, under the supervision and with the participation~~ of ~~the Company’s management, including the principal executive officer and principal~~ financial ~~officer~~instruments ofrequires ~~the effectiveness of the design and operation of our~~ disclosure ~~controls and procedures as~~ of ~~the~~fair ~~end~~value ~~of the period covered by this report. The term “disclosure controls and procedures”~~information, aswhether defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or ~~submits under~~not ~~the~~recognized ~~Exchange Act is recorded, processed, summarized and reported, within the time periods specified~~ in the ~~SEC’s~~balance ~~rules and forms. Disclosure controls and procedures include~~sheet, ~~without limitation, controls and procedures designed to ensure that information required~~when topracticable ~~be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated~~ to ~~the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure~~estimate.

~~Based on that evaluation~~As ~~and due to the lack~~ of ~~segregation~~December ~~of duties due to small Company staff size~~31, ~~our principal executive officer and principal financial officer concluded that~~2024, ~~as of~~ the ~~end~~reported ofamounts ~~the~~for ~~period covered in this report~~cash, ~~our~~prepaid ~~disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934~~expenses, asaccounts ~~amended,~~payable ~~is recorded, processed, summarized~~ and ~~reported~~accrued ~~within~~expenses ~~the~~approximate ~~required~~their ~~time~~fair ~~periods specified in the Commission’s~~value ~~rules~~due ~~and forms and is accumulated and communicated~~ to ~~our~~their ~~management,~~short ~~including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure~~maturities. To address the deficiency, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that 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.

23Revenue and Cost of Sales

~~Management’s~~Revenue ~~Report~~for onthe ~~Internal~~years ~~Control~~ended ~~Over~~December ~~Financial~~31, ~~Reporting~~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.

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. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.20

~~Management~~Operating identified control deficiencies regarding the lack of segregation of duties due to small staff size and the need for a stronger internal control environment. The small size of the Company’s staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. The Company added additional resources and internal controls to help mitigate the above deficiency.Expenses

~~Changes~~Selling and inMarketing ~~Internal Control Over Financial Reporting~~Expenses

~~There~~Selling ~~were~~and nomarketing ~~changes~~expenses infor the ~~Company’s~~ ~~internal~~years ~~control over financial reporting (as defined in Rule 13a-15f of the Exchange Act) that occurred during the year~~ ended December 31, 2024, and 2023 ~~that~~were ~~has~~$2,834,900 ~~materially~~and ~~affected~~$2,564,800, orrespectively. ~~are~~The ~~reasonably~~increase ~~likely~~was toprimarily ~~materially~~due ~~affect,~~to ~~our~~higher ~~internal~~marketing ~~control~~and ~~over~~promotional ~~financial reporting~~costs.

~~Limitations~~General and onAdministrative ~~Internal Controls~~Expenses

InGeneral ~~designing~~ and ~~evaluating the~~administrative ~~disclosure~~expenses ~~controls~~for ~~and~~the ~~procedures,~~years ~~management~~ended ~~recognizes~~December ~~that~~31, 2024, ~~any~~and ~~controls~~2023 ~~and~~were ~~procedures~~$5,263,621 ~~no matter how well designed~~ and ~~operated~~$4, ~~can~~684,527, ~~provide only reasonable assurance of achieving the desired control objectives~~respectively. InThe ~~addition,~~increase ~~the~~was ~~design~~due ofto ~~disclosure~~higher ~~controls~~personnel ~~and procedures~~related ~~must~~expenses ~~reflect the fact that there are resource constraints~~ and ~~that~~outside ~~management is required to apply its judgment in evaluating~~services, ~~the~~including ~~benefits~~stock-based ~~of possible controls and procedures relative to their costs~~compensation.

~~No Attestation Report by Independent Registered~~Depreciation ~~Accountant~~Expense

~~The effectiveness of our internal~~Depreciation ~~control~~expense ~~over~~for ~~financial~~the ~~reporting~~years asended of December 31, ~~2023~~2024, ~~has~~and ~~not~~2023 ~~been~~was ~~audited~~$81,037 byand ~~our~~$30,333, ~~independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company~~respectively.

~~ITEM~~Other Income ~~9B.~~and ~~OTHER INFORMATION.~~Expense

~~None~~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.

~~ITEM 9C. DISCLORES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.~~Net Loss

~~Not~~Our ~~applicable~~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.

24The 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.

~~PART~~These ~~III~~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.

~~ITEM~~Liquidity and ~~10.~~Capital ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~Resources

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

The ~~following~~accompanying ~~table~~consolidated ~~sets forth~~financial statements have been prepared assuming a going concern, which contemplates the ~~names~~continuity of operations and ~~ages~~realization of assets and liabilities in the ~~members~~ordinary course of ~~our~~business. ~~board~~However, ofsubstantial ~~directors~~doubt ~~and~~exists regarding our ~~executive~~ability ~~officers~~to ~~and~~continue ~~the~~as ~~positions~~a ~~held~~going concern bydue ~~each~~to significant working capital and shareholders’ deficits.

Name	Age	Position
T. Riggs Eckelberry	72	Chief Executive Officer, Chairman of the Board of Directors, Secretary, Treasurer, and President
Prasad Tare	49	Chief Financial Officer
Tom Marchesello	54	Chief Operating Officer
Anthony Fidaleo	65	Director
Jean-Louis Kindler	61	Director
Byron Elton	69	Director

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

T.Our ~~Riggs~~working ~~Eckelberry~~capital -deficit ~~Chief~~increased ~~Executive~~to ~~Officer~~$(45,437,508) from $(32,249,892), ~~Chairman~~primarily ofdue ~~the~~to ~~Board~~an ofincrease ~~Directors,~~in ~~Secretary,~~convertible ~~Treasurer,~~promissory notes and ~~President~~accrued expenses.

~~Mr.~~The ~~Eckelberry~~shareholders’ ~~has~~deficit served as our Chief Executive Officer, Chairman, Secretary, Treasurer, and President since our inception in June 2007. As co-founder, Mr. Eckelberry brings his veteran technology management skills to the Blue Technology sector. As President and COO of CyberDefender Corporation from 2005 to 2006, he was ~~instrumental in building the company and its innovative product line~~$54, ~~helping to achieve initial funding and a NASDAQ IPO. From 2001 to mid-2005~~857, ~~he helped launch and turn around technology companies as founder and President of TechTransform,~~588 a technology consulting firm. In 2004, he was a key member of the team that commercialized YellowPages.com, resulting in its sale for $100 million to SBC/BellSouth. In 2003, he helped make Panda Software a key player in the US market as ~~the General Manager~~ of ~~its~~December ~~US unit. During the high-tech boom of the 1990s~~31, he was responsible for the global brand success of the software product, CleanSweep; as Chief Operating Officer of MicroHouse Technologies, he helped to achieve a successful sale of the company to Earthweb; and he was a key member of the team that sale of venture-backed TriVida to what is now a division of ValueClick: (VCLK)2024. During Mr. Eckelberry’s early career in the non-profit sector, he received a master’s license for oceangoing vessels. As one of the founders of the Company and a veteran executive, Mr. Eckelberry’s experience and qualifications are essential to the board of directors.

~~Prasad~~Net ~~Tare~~cash –used ~~Chief~~in ~~Financial~~operating ~~Officer~~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.

~~Mr. Tare~~Net ~~was~~cash ~~named~~used ~~CFO~~ in ~~June~~investing ~~2021.~~activities ~~Mr.~~was ~~Tare brings 15+ years of experience in public accounting~~$(2, ~~financial reporting~~289, ~~risk and internal~~866) ~~controls~~in ~~advisory~~2024, ~~services.~~compared ~~His skillset includes company-wide risk assessments~~ to ~~improve focus to critical areas as well as more efficient and effective audit activities. Mr. Tare started his career with PwC India~~$(3,746,985) ~~where~~in ~~he was part of the financial statements’ assurance teams for various multi-national companies. In 2004~~2023, heprimarily ~~moved~~reflecting to the ~~United~~purchase ~~States~~of ~~where~~SPAC henotes ~~has worked for top regional and national public accounting and consulting firms~~payable. ~~He also led external audit engagements for large public companies like Steve Madden, The United Retail Group, and Double-Take Software.~~

~~Tom~~Net ~~Marchesello~~cash –provided ~~Chief~~by ~~Operating~~financing ~~Officer~~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.

Mr. Marchesello was named COO in June 2019. For the five years prior to joining the Company, Mr. Marchesello operated as an executive-level Business Consultant, specializing in environmental, social and governance (ESG) corporate strategy, operations, & investor relations to private-equity funded portfolio companies in high technology & industrial manufacturing industries. Prior to that, he was Director of M&A with Bainbridge. Mr. Marchesello served in the U.S. Air Force as a Captain at Air Force Space Command headquarters, leading aerospace operations and strategic planning for satellite communications, earth science monitoring and Geographic Information (GIS) and Positioning (GPS) Systems. After leaving the service, Mr. Marchesello worked in finance and high technology operations for 20 years with such companies as Sony Electronics, Thompson Reuters, Morgan Stanley, Bainbridge and CME Group. Mr. Marchesello holds a BS in Finance from Pennsylvania State University and an MBA from San Diego State University and holds US Patent #7,613,634, for performing Electronic Retailing. He received two Air Force Achievement Medals, two Air Force Commendation Medals and a Gulf War Service Medal.21

25During 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.

~~Anthony~~Although proceeds ~~Fidaleo~~from –the ~~Director~~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.

~~Mr. Fidaleo has served as~~While ~~our~~management ~~director~~believes ~~since~~current ~~June 2012. Mr. Fidaleo has run his own accounting and consulting practice since 1992~~resources, ~~primarily~~growing as an acting Chief Financial Officer or Senior Consultant for publicly traded companies ranging from start-ups to Fortune 500 companies. From November 2005 to February 2009 Mr. Fidaleo was the Chief Financial Officerrevenues, ~~Chief Operating Officer, Executive Vice President~~ and ~~Member of~~ the ~~Board of~~ability ~~Directors~~to ~~and~~raise ~~Operating~~funds ~~Committee~~will ~~for~~support ~~iMedia~~operations ~~International, Inc. an early stage publicly traded interactive content solutions company. Mr. Fidaleo is a California CPA (inactive) and was~~ in ~~public~~the ~~accounting~~immediate ~~from 1982 through 1992~~future, ~~primarily with BDO Seidman, LLP where~~ hethere ~~attained~~is ~~the~~no ~~level~~assurance ofthat ~~audit~~these ~~senior~~assumptions ~~manager.~~will Mrmaterialize. ~~Fidaleo~~Failure ~~holds~~to aobtain ~~B.S.~~additional ~~degree~~funding inmay ~~Accounting~~limit ~~from~~our ~~California~~ability ~~State~~to ~~University at Long~~sustain ~~Beach.~~operations ~~Mr. Fidaleo’s accounting~~ and ~~financial~~meet ~~experience qualifies him to serve as a member of our board of directors~~obligations.

~~Jean-Louis Kindler – Director~~Recent Trends

~~Mr. (“JL”) Kindler~~Known ~~has served as our director since December 2013. As President of OriginClear Technologies~~trends, ~~he led the commercialization of OriginClear’s breakthrough water treatment technology. Since 2019~~demands, ~~he has been the CEO of Clean Energy Enterprises Inc.~~commitments, 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 OriginClearevents, JLor ~~was~~uncertainties ~~co-founder~~that ~~and~~could ~~Chief~~reasonably ~~Technology~~affect ~~Officer of Ennesys,~~ the ~~company’s~~ ~~French~~accuracy ~~joint~~or ~~venture,~~reliability ~~where he designed its patent-pending waste-to-energy system. Earlier, as founding CEO~~ of ~~MHS~~reported ~~Equipment,~~financial ainformation 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~~an ~~technology~~indicator ~~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~~future ~~Blue~~operating ~~Tower~~results ~~(to~~are ~~which~~discussed hethroughout ~~has~~this ~~recently returned in its now-fourth generation), and market development for a fluids mixing technology that helped inspire early OriginClear inventions~~report. 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~~Off-Balance Sheet ~~Elton – Director~~Arrangements

~~Mr. Elton has served as our~~We ~~director~~do ~~since~~not ~~January~~have ~~2014.~~any ~~Mr. Elton is an experienced media and marketing executive with a proven record in pioneering new business development strategies and building top~~off-~~flight~~balance ~~marketing~~sheet ~~organizations.~~arrangements ~~Since~~that ~~June~~are ~~2018,~~reasonably helikely ~~has~~to ~~been~~have 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~~current ~~since~~or ~~June~~future ~~2017~~effect ~~of Pardue Associates, operating monsho, a brand-centric, creative communications agency focused~~ on ~~delivering~~our ~~results.~~financial ~~From 2013 to 2017~~condition, ~~Mr. Elton was a partner of Clear Search, an executive search firm.~~ ~~Prior to that~~revenues, ~~from 2009 until 2013, Mr. Elton served as President~~ and ~~Chief~~results ~~Executive Officer~~ of ~~Carbon Sciences~~operations, ~~Inc.~~liquidity ~~(“Carbon Sciences”)~~or ~~(OTCBB:~~capital ~~CABN) and has served as Chairman of Carbon Sciences since March 2009~~expenditures. 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.

26ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Family~~Not required ~~Relationships~~for smaller reporting companies.

~~There~~ITEM ~~are no family relationships~~8. ~~among~~FINANCIAL ~~any~~STATEMENTS ofAND ~~our~~SUPPLEMENTARY ~~directors and executive officers~~DATA.

~~Legal~~All financial ~~Proceedings~~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.

~~During~~ITEM 9. ~~the~~CHANGES ~~past~~IN ~~ten~~AND ~~years, none~~DISAGREEMENTS ofWITH ~~our~~ACCOUNTANTS ~~directors~~ON orACCOUNTING ~~executive~~AND ~~officers~~FINANCIAL ~~has been:~~DISCLOSURE.

● 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;None

●ITEM ~~convicted~~9A. CONTROLS inAND ~~a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~PROCEDURES.

~~● subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,~~ Evaluation of ~~any~~Disclosure ~~court~~Controls ofand 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;Procedures

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

~~● the subject of, or a party~~ Pursuant to, ~~any~~Rules ~~Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of~~ 13a-15(ab) ~~any~~and ~~Federal or State securities or commodities law or regulation;~~ 15d-15(b) ~~any~~under ~~law~~the orExchange ~~regulation~~Act, ~~respecting~~the ~~financial~~Company’s ~~institutions~~management, orincluding ~~insurance~~the ~~companies~~principal ~~including,~~executive ~~but~~officer ~~not~~and principal ~~limited~~financial toofficer, aconducted ~~temporary~~an orevaluation ~~permanent~~of ~~injunction,~~the ~~order~~effectiveness of ~~disgorgement~~the ordesign ~~restitution,~~and ~~civil~~operation ~~money~~of ~~penalty~~our ordisclosure ~~temporary~~controls ~~or permanent cease-~~and~~-desist~~ procedures ~~order,~~as orof ~~removal~~the orend ~~prohibition~~of ~~order;~~the orperiod ~~(c)~~covered ~~any~~by ~~law~~this ~~or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~report.

●As ~~the~~defined by ~~subject~~Rules ~~of,~~13a-15(e) orand ~~a party to~~15d-15(e), ~~any~~“disclosure ~~sanction~~controls orand ~~order,~~procedures” ~~not~~refer ~~subsequently~~to ~~reversed,~~controls ~~suspended~~designed orto ~~vacated,~~ensure ofthat ~~any~~information required ~~self-regulatory~~to ~~organization~~be ~~(as~~disclosed ~~defined~~ in ~~Section~~reports ~~3(a)(26)~~filed ofunder the Exchange Act ~~(15~~is ~~U.S.C.~~recorded, ~~78c(a)(26)))~~processed, ~~any~~summarized, ~~registered~~and ~~entity~~reported ~~(as~~within ~~defined in Section 1(a)(29) of~~ the ~~Commodity~~specified time ~~Exchange Act (7 U.S.C. 1(a)(29)))~~periods, orand ~~any equivalent exchange, association, entity or organization~~ that ~~has~~such ~~disciplinary~~information ~~authority~~is ~~over~~communicated ~~its~~to ~~members~~management orto ~~persons~~allow ~~associated~~timely ~~with~~decisions aregarding ~~member~~required disclosures.

~~Election of Directors~~22

~~Our~~Based ~~directors~~on this ~~hold~~evaluation, ~~office until~~and due to the ~~expiration~~lack of ~~the~~segregation ~~term~~of ~~for~~duties ~~which~~resulting hefrom orour ~~she~~small ~~was~~staff ~~elected~~size, the principal executive officer and principal ~~until~~financial aofficer ~~successor~~concluded ~~has~~that ~~been~~our ~~elected~~disclosure controls and ~~qualified~~procedures were ineffective as of the period’s end. This deficiency could result in delayed or incomplete recording, processing, or communication of required disclosures.

~~Board~~To ~~Independence~~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.

~~We currently have four directors~~Management’s ~~serving~~Report on ~~our~~Internal ~~board~~Control ofOver ~~directors.~~Financial We are not a listed issuer and, as such, are not subject to any director independence standards. Using the definition of “independent director,” as defined by Section 5605(a)(2) of the rules of the NASDAQ Capital Market, Anthony Fidaleo, Jean-Louis Kindler and Byron Elton would be considered independent directors.Reporting

~~Board~~Our ofmanagement is ~~Directors~~responsible ~~Meetings~~for establishing and ~~Attendance~~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”).

~~The~~A ~~Board~~significant deficiency ofis ~~Directors~~defined ~~held four~~as ~~meetings~~a ~~in 2023~~deficiency, asor ~~well~~combination asof ~~acted~~deficiencies, byin ~~unanimous~~internal ~~written~~control ~~consent.~~over ~~All~~financial ~~Board~~reporting ~~members~~that ~~were~~is ~~present~~less atsevere than ~~all~~a ofmaterial ~~the~~weakness ~~meetings. We~~but ~~have~~important noenough ~~formal~~to ~~policy~~merit ~~regarding~~the ~~director~~attention ~~attendance~~of atthose overseeing the ~~annual~~registrant’s ~~meeting~~financial ~~of stockholders~~reporting.

27Management 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.

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

~~We have established an audit~~Changes ~~committee~~in ~~and~~Internal ~~compensation~~Control ~~committee~~Over ~~however~~Financial ~~we have not yet nominated any members to such committees. To date, our entire board has performed all of the duties and responsibilities which might be contemplated by a committee.~~Reporting

~~Code~~There were no changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) of ~~Ethics~~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.

~~We have adopted a code of~~Limitations business conduct and ethics that applies to all our directors, officers (including our Chief Executive Officer, Chief Financial Officer and any person performing similar functions) and employees. We have made our Code of Ethics available on ~~our~~Internal ~~website at https://www.originclear.com/investing#codeofethics.~~Controls

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

~~Although~~The ~~we have not adopted~~effectiveness aof ~~formal~~disclosure ~~policy~~controls ~~on whether the Chairman~~ and ~~Chief~~procedures ~~Executive~~is ~~Officer~~further ~~positions~~influenced ~~should~~by beresource ~~separate or combined~~constraints, werequiring ~~have~~management ~~traditionally determined that it is in our best interests and our shareholders~~ to ~~combine~~exercise ~~these~~judgment ~~roles. Mr. Eckelberry has served as our Chairman since our inception~~ in ~~2007. Due to~~ balancing the ~~small~~benefits ~~size~~ of ~~the~~potential ~~Company,~~controls weagainst ~~believe~~their itassociated ~~is currently most effective to have the Chairman and Chief Executive Officer positions combined~~costs. ~~Our~~Accordingly, ~~board~~disclosure ofcontrols ~~directors receives~~ and ~~reviews~~procedures ~~periodic~~are ~~reports~~designed ~~from~~to ~~management, auditors, legal counsel, and others,~~provide asonly ~~considered~~reasonable ~~appropriate~~assurance ~~regarding our company’s assessment~~ of ~~risks~~their effectiveness.

~~Our board of directors focuses~~No onAttestation ~~the~~Report ~~most significant risks facing us and our general risk management strategy, and also ensures that risks undertaken~~ by usIndependent ~~are~~Registered consistent with the Board’s appetite for risk. While the Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us.Accountant

~~ITEM~~The effectiveness ~~11.~~of ~~EXECUTIVE~~our ~~COMPENSATION~~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.

~~The~~ITEM ~~following table sets forth~~9B. ~~the~~OTHER ~~compensation to our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer for the years ended 2023 and 2022:~~INFORMATION.

		Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
Name and Principal Position	Year	($)		($)		($)		($)		($)		($)		($)		($)
T. Riggs Eckelberry,	2023		370,000		50,000		-		-		-		-		3,000		423,000
Chairman of the Board, Secretary & Treasurer, President and CEO	2022		360,000		-		-		-		-		-		3,000		363,000
Prasad Tare, (1)	2023		180,000		18,750		-		-		-		-		3,000		201,750
Chief Financial Officer	2022		180,000		10,000		-		-		-		-		3,000		193,000
Tom Marchesello,	2023		150,000		-		-		-		-		-		-		150,000
Chief Operating Officer	2022		150,000		-		-		-		-		-		-		150,000

None.

28ITEM 9C. DISCLORES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

~~Outstanding Equity Awards at 2023 Fiscal Year-End~~Not applicable.

~~There were no stock options outstanding as of December 31, 2023.~~ 23

~~Employment Agreements~~PART III

WeITEM ~~currently do not have an employment agreement with our Chief Executive Officer, Mr~~10. ~~Eckelberry, who was paid an annual salary of $360,000, increased to $420,000~~ ~~as of November 1~~DIRECTORS, ~~2023.~~EXECUTIVE ~~Bonus~~OFFICERS ~~payments,~~AND ifCORPORATE ~~any, are determined by the Board of Directors~~GOVERNANCE. For the year ended 2023, our Chief Executive Officer received a bonus in the amount of $50,000. We currently do not have an employment agreement with our Chief Financial Officer, Mr. Tare who is paid an annual salary of $180,000. For the year ended 2023, our Chief Financial Officer received a bonus in the amount of $18,750. We currently do not have an employment agreement with our Chief Operating Officer, Mr. Marchesello, who is paid an annual salary of $150,000.

~~Employee~~EXECUTIVE OFFICERS, ~~Benefit~~DIRECTORS ~~Plans~~AND KEY EMPLOYEES

~~Beginning~~The following ~~June~~table 1,sets ~~2008,~~forth ~~we implemented~~the anames ~~company~~and ~~health~~ages ~~plan~~of ~~for~~the members of our ~~employees~~board of directors and our executive officers and the positions held by each.

Compensation of Directors

Name	Age	Position
T. Riggs Eckelberry	72	Chief Executive Officer, Chairman of the Board of Directors, Secretary, Treasurer, and President

Prasad Tare	50	Chief Financial Officer

James Woloszyn	49	Chief Operating Officer

Stephen Hall	48	Director (Audit Committee Chairman)

Anthony Fidaleo	66	Director (Resigned as of January 30, 2025)

Jean-Louis Kindler	62	Director

Byron Elton	70	Director

~~Our current directors presently~~T. doRiggs ~~not~~Eckelberry ~~receive~~- ~~monetary~~Chief ~~compensation~~Executive ~~for~~Officer, ~~their~~Chairman ~~service~~of on the ~~board~~Board of ~~directors.~~ Directors, ~~may~~Secretary, ~~receive~~Treasurer, ~~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.~~President

~~ITEM~~Mr. 12Eckelberry has served as Chief Executive Officer, Chairman, Secretary, Treasurer, and President of the Company since its inception in June 2007. As ~~SECURITY~~a ~~OWNERSHIP~~co-founder, OFhe ~~CERTAIN~~brings ~~BENEFICIAL~~extensive ~~OWNERS~~experience ~~AND~~in ~~MANAGEMENT~~technology ~~AND~~management ~~RELATED~~and ~~STOCKHOLDER~~leadership ~~MATTERS~~to the Blue Technology sector.

~~The~~From ~~following table sets~~2005 ~~forth~~to ~~certain information regarding the beneficial ownership of our common stock as of April 17~~2006, ~~2024, by (i) each director, (ii) each named executive officer, (iii) all directors and executive officers~~ as aPresident ~~group,~~ and ~~(iv)~~COO ~~each person who beneficially owns more than five percent~~ of ~~our~~CyberDefender ~~common~~Corporation, ~~stock~~Mr. ~~Beneficial~~Eckelberry ~~ownership~~was isinstrumental ~~determined~~ in ~~accordance~~developing ~~with~~ the ~~rules~~Company’s ofproduct line, ~~the~~securing ~~SEC.~~initial ~~The~~funding, ~~percentage~~and ~~ownership of~~achieving ~~each~~a ~~beneficial~~NASDAQ ~~owner~~IPO. isBetween ~~based~~2001 onand 12005,~~517,699,125~~ ~~outstanding~~he ~~shares~~founded ofand ~~common~~led ~~stock. Except as indicated~~TechTransform, ~~each~~a ~~person~~technology ~~listed below~~consulting ~~has~~firm, ~~sole~~where ~~voting~~he ~~and~~contributed ~~investment power with respect~~ to the ~~shares~~successful ~~set~~launch ~~forth~~and ~~opposite~~turnaround ~~such~~of ~~person’s~~various ~~name~~technology companies.

Name and Title of Beneficial Owner (1)	Number of Shares Beneficially Owned		Percentage of Shares
T. Riggs Eckelberry, Chief Executive Officer, Chairman, Secretary, Treasurer, President (2)		4,657,515		*
Prasad Tare, Chief Financial Officer		1,903,439		*
Tom Marchesello, Chief Operating Officer		4,540,662		*
Anthony Fidaleo, Director		168		*
Byron Elton, Director		166		*
Jean-Louis Kindler, Director		1		*
Directors and executive officers as a group (5 persons)		11,101,951		*
Ronald Von Soosten		101,700,224		6.8	%
Marc Stevens		107,988,978		7.2	%
Stephen St Angelo		77,943,662		5.2	%

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 ~~Less~~in his ~~than~~career, 1%Mr. Eckelberry worked in the non-profit sector, earning a master’s license for oceangoing vessels.

~~(1)~~As ~~The~~a ~~address~~veteran executive ~~of each director~~ and ~~named~~one ~~executive~~of ~~officer~~the ~~listed~~Company’s ~~above~~founders, isMr. ~~c/o~~Eckelberry’s ~~OriginClear,~~extensive ~~Inc.,~~experience ~~13575~~and ~~58th~~strategic ~~Street~~insights ~~North,~~are ~~Suite~~invaluable to ~~200,~~the ~~Clearwater,~~board FLof ~~33760~~directors.

~~(2)~~Prasad Tare ~~Mr.~~– ~~Eckelberry~~Chief ~~also~~Financial 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.Officer

29Mr. 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.

OnMr. ~~March 15, 2017, the Company~~Tare ~~filed~~began ahis ~~Certificate~~career ofat ~~Designation~~PwC ~~for~~India, ~~its~~where ~~Series~~he Cwas ~~preferred~~part ~~stock~~of ~~with~~ the ~~Secretary~~financial ofstatement ~~State~~assurance ofteams ~~Nevada~~for ~~(the~~various ~~“Certificate~~multinational ofcompanies. ~~Designation”) designating~~In 12004,~~000~~ he ~~shares~~transitioned ofto ~~its~~the ~~authorized~~United ~~preferred~~States, ~~stock~~working aswith ~~Series~~top Cregional ~~preferred~~and ~~stock.~~national ~~The~~public ~~shares~~accounting ofand ~~Series~~consulting Cfirms. ~~preferred~~His ~~stock~~experience ~~have a~~includes ~~par~~leading ~~value~~external ofaudit ~~$0.0001~~engagements ~~per~~for ~~share.~~prominent ~~The~~public ~~Series~~companies Csuch ~~preferred~~as ~~shares~~Steve doMadden, ~~not~~The ~~have~~United aRetail ~~dividend~~Group, ~~rate or liquidation preference~~ and ~~are~~Double-Take ~~not convertible into shares of common stock~~Software.

For so long as any shares of the Series C preferred stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have voting power equal to 51% of the total vote (representing a super majority voting power) on all shareholder matters of the Company. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series C preferred stock.24

~~The~~James ~~shares~~Woloszyn of– ~~the~~Chief ~~Series~~Operating C preferred stock shall be automatically redeemed by the Company at their par value on the first to occur of the following triggering events: (i) on the date that Mr. Eckelberry ceases, for any reason, to serve as officer, director or consultant of the Company, or (ii) on the date that the Company’s shares of common stock first trade on any national securities exchange provided that the listing rules of any such exchange prohibit preferential voting rights of a class of securities of the Company, or listing on any such national securities exchange is conditioned upon the elimination of the preferential voting rights of the Series C preferred stock set forth in the Certificate of Designation.Officer

~~Equity~~Mr. ~~Compensation~~James ~~Plan~~is ~~Information~~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.

~~There~~Before ~~were~~joining noWater ~~stock~~on ~~option incentive~~Demand ~~plans~~in ~~outstanding~~January 2025, James served as President and General Manager of ~~December~~Blackbird 31Vineyards, ~~2023~~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.

~~ITEM~~James 13holds a Bachelor of Science degree in Genetics and Advanced Biology from the University of Witwatersand. ~~CERTAIN~~He ~~RELATIONSHIPS~~also ~~AND~~completed ~~RELATED~~studies ~~TRANSACTIONS~~in Business Administration at the Segal School of Business, ~~AND~~Simon ~~DIRECTOR~~Fraser ~~INDEPENDENCE~~University from 20025 to 2008 and earned a Diploma in Management in Advanced Technology from Simon Fraser University in 2003.

~~Except as set forth in Item~~Anthony 11Fidaleo ~~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.Director

~~ITEM~~Mr. 14Fidaleo served as a director from June 2012 through January 30, 2025. ~~PRINCIPAL~~He ~~ACCOUNTANT~~has ~~FEES~~operated ~~AND~~his ~~SERVICES~~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 ~~Fees~~Committee Chairman

~~The~~Mr. Hall was appointed as a Director and Chairman ~~following~~of ~~table~~the ~~shows~~Audit ~~fees~~Committee ~~that~~on ~~were~~January ~~billed~~30, by2025, ~~our~~replacing ~~independent~~Anthony ~~registered~~Fidaleo. ~~public~~He ~~accounting~~brings ~~firm~~over ~~for~~30 ~~professional~~years ~~services~~of ~~rendered~~experience from Robert Hall & Associates, ~~including~~a ~~services~~California-based ~~rendered~~tax ~~for~~accounting ~~Company subsidiaries~~firm, inwhere ~~2023~~he serves as CEO and ~~2022~~Board Member. ~~Audit~~He ~~fees~~has ~~represent~~advised ~~fees~~more ~~for~~than ~~professional~~2,500 ~~services~~companies ~~performed~~and 7,500 families. byMr. ~~M&K~~Hall ~~CPAS,~~also ~~PLLC~~coaches ~~(“M&K”)~~aspiring ~~for~~fund ~~the~~managers ~~audit~~through ofFund ~~our~~Launch ~~financial~~Partners’ ~~statements~~Black ~~and~~Card ~~the~~Program.. ~~review~~He ofhas ~~our~~worked ~~quarterly~~with ~~financial~~startups ~~statements~~in tech, asreal ~~well~~estate, asand ~~services~~food ~~that~~sectors, ~~are~~and ~~normally~~sourced ~~provided~~early-stage indeals ~~connection~~ with ~~statutory~~the ~~and~~Pasadena ~~regulatory~~Angels. ~~filings~~His orexpertise ~~engagements.~~spans Wetax ~~engaged~~strategy, financial planning, risk management, real estate, private equity, and M&~~K as~~A. ~~our~~He ~~independent~~holds ~~registered~~a ~~public~~B.S. ~~accounting~~in ~~firm~~Marketing onand ~~September~~Management ~~30,~~Consulting ~~2019~~from USC and has been an IRS Enrolled Agent since 2001.

Fiscal Year	Audit Fees		Audit- Related Fees		Tax Fees		All Other Fees
2023 – M&K CPAS, PLLC	$	113,250	$	-	$	-	$	-
2022 – M&K CPAS, PLLC	$	98,550	$	-	$	-	$	-

Jean-Louis Kindler – Director

~~Audit~~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-~~Related~~to-hydrogen ~~Fees~~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.

~~We did not incur assurance~~Byron ~~and~~Elton ~~audit-related~~– fees during 2023 and 2022, to M&K CPAS, as applicable, nor in connection with the audit of our financial statements for the reviews of registration statements and issuance of related consents and assistance with SEC comment letters except for fees incurred relating to Company’s regulation A offering included in Audit Fees above.Director

~~Tax~~Mr. ~~Fees~~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.

~~We did not incur fees for tax compliance, tax advice, or tax planning for the fiscal years ended December 31, 2023 and 2022, respectively.~~25

~~All Other Fees~~Family Relationships

There are ~~were~~ no ~~fees~~family ~~billed to~~relationships usamong byany ~~M&K~~of ~~CPAS,~~our asdirectors ~~applicable, for services rendered to us during the fiscal years ended December 31, 2023~~ and ~~2022,~~executive ~~respectively, other than the services described above under “Audit Fees” and “Audit-Related Fees~~officers.”

~~As of the date of this filing,~~Legal 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.Proceedings

30During the past ten years, none of our directors or executive officers has been:

~~ITEM~~● ~~15.~~the ~~EXHIBITS,~~subject ~~FINANCIAL~~of ~~STATEMENT~~any ~~SCHEDULES.~~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;

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**
101		The following materials from OriginClear Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statement of Shareholders’ Equity/ (Deficit), (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to Consolidated Financial Statements tagged as blocks of text.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

●

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

*● ~~Filed~~subject ~~herewith~~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;

**● ~~Furnished~~found ~~herewith~~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;

(1)	Incorporated by reference to the Company’s Form SB-2 filed with the SEC on December 11, 2007.
(2)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2011.

●

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

31● 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.

(3)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2012.
(4)	Incorporated by reference to the Company’s Current Report on Form 10-Q filed with the SEC on August 14, 2014.
(5)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2015.
(6)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2015.
(7)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on April 4, 2016.
(8)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2016 filed with the SEC on August 15, 2016.
(9)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2017.
(10)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2017.
(11)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2017.
(12)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2017.
(13)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2017.
(14)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021.
(15)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2021.
(16)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2021.
(17)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed for the Fiscal Year ended December 31, 2017 filed with the SEC on April 17, 2018.
(18)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2018 and filed with the SEC on August 14, 2018.
(19)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2018.
(20)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 22, 2019.
(21)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2019.
(22)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2019.
(23)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019 filed with the SEC on August 19, 2019.
(24)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2020 filed with the SEC on July 6, 2020.
(25)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2020.
(26)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 27, 2020.
(27)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2020 filed with the SEC on November 23, 2020.
(28)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2021.
(29)	Incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2018 filed with the SEC on April 25, 2019.
(30)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2021.
(31)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2021.
(32)	Incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2022 filed with the SEC on April 7, 2022.
(33)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2022.

Election of Directors

32Our directors serve until the expiration of their elected term and until a successor has been duly elected and qualified.

~~SIGNATURES~~26

~~Pursuant to the requirements~~Board ~~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.~~Independence

~~ORIGINCLEAR,~~Our ~~INC~~board of directors currently consists of four members. ~~By:~~As ~~/s/~~we Tare ~~Riggs~~not ~~Eckelberry~~a Tlisted ~~Riggs~~issuer, ~~Eckelberry~~we ~~Chief~~are ~~Executive~~not ~~Officer~~subject ~~(Principal~~to ~~Executive~~specific ~~Officer~~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.

~~By:~~Board of ~~/s/~~Directors ~~Prasad~~Meetings ~~Tare~~and ~~Prasad Tare Chief Financial Officer~~Attendance

~~Pursuant~~The Board toof ~~the~~Directors ~~requirements of~~held ~~the~~four ~~Securities~~meetings ~~Exchange~~in ~~Act~~2024 ofand ~~1934,~~also ~~this~~took ~~report~~actions ~~has~~through ~~been~~unanimous ~~signed~~written ~~below~~consent. byAll ~~the~~Board ~~following~~members ~~persons~~attended ineach meeting. ~~the~~The ~~capacities~~Company ~~and~~does onnot have a formal policy regarding director attendance at the ~~dates indicated~~annual meeting of stockholders.

Date: April 18, 2024	By:	/s/ T Riggs Eckelberry
		T Riggs Eckelberry
		Director and Chief Executive Officer

Committees of the Board of Directors

Date: April 18, 2024	By:	/s/ Prasad Tare
		Prasad Tare
		Chief Financial Officer

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.

Date: April 18, 2024	By:	/s/ Anthony Fidaleo
		Anthony Fidaleo
		Director

Code of Ethics

Date: April 18, 2024	By:	/s/ Jean-Louis Kindler
		Jean-Louis Kindler
		Director

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 https://www.originclear.com/investing#codeofethics.

Date: April 18, 2024	By:	/s/ Byron Elton
		Byron Elton
		Director

Board Leadership Structure and Role in Risk Oversight

33We 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.

~~INDEX~~Our TOboard of ~~FINANCIAL~~directors ~~STATEMENTS~~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.

		Page
Report of Independent Registered Public Accounting Firm PCAOB ID Number 2738		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Shareholders’ Deficit		F-5
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements - Audited		F-8

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.

~~F-1~~27

~~REPORT~~ITEM OF11. EXECUTIVE ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~COMPENSATION.

ToThe following table sets forth the ~~Board~~compensation ofto ~~Directors~~our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer for ~~Stockholders~~the ofyears ~~OriginClear,~~ended ~~Inc.~~2024 and 2023:

Opinion on the Financial Statements

		Salary		Bonus		Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation		Non-qualified Deferred Compensation Earnings		All Other Compensation		Total
Name and Principal Position	Year	($)		($)		($)	($)	($)		($)		($)		($)
T. Riggs Eckelberry,	2024		420,000		0				-		-		0		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		0				-		-		0		180,000
Chief Financial Officer	2023		180,000		18,750				-		-		3,000		201,750

~~We have audited the accompanying consolidated~~Outstanding ~~balance~~Equity ~~sheets~~Awards ofat ~~OriginClear,~~2024 ~~Inc.~~Fiscal ~~(the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two~~Year-year period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.End

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

~~The accompanying consolidated financial statements~~Employment 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.Agreements

~~Basis~~The Company ~~for~~does ~~Opinion~~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.

~~These consolidated financial statements are the responsibility~~Similarly, of the Company’s ~~management.~~does ~~Our~~not ~~responsibility~~have ~~is to express~~ an ~~opinion~~employment onagreement ~~the~~with ~~Company’s~~its ~~consolidated~~Chief ~~financial~~Financial ~~statements based~~Officer, onwho ~~our~~is ~~audits.~~paid Wean ~~are~~annual asalary ~~public~~of ~~accounting~~$180,000. ~~firm~~For ~~registered with~~ the ~~Public Company Accounting Oversight Board (United States) (PCAOB)~~ ~~and~~year ~~are~~ended ~~required~~2024, tothe beCFO ~~independent~~received ~~with~~a ~~respect~~bonus ~~to the Company~~ in ~~accordance with~~ the ~~U.S.~~amount ~~federal securities laws and the applicable rules and regulations~~ of ~~the Securities and Exchange Commission and the PCAOB~~$0.

~~We conducted our audits in accordance with the standards~~Employee ofBenefit 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.Plans

~~Our audits included performing procedures to assess~~Beginning ~~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 aJune ~~test basis~~1, ~~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~~2008, aswe ~~well~~implemented ~~as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide~~ a ~~reasonable~~company ~~basis~~health plan for our ~~opinion~~employees.

~~Critical~~Compensation of ~~Audit Matter~~Directors

~~The critical audit matter communicated below is a~~Our ~~matter arising from the~~ current ~~period~~directors ~~audit~~presently ofdo ~~the~~not ~~financial~~receive ~~statements~~monetary ~~that~~compensation ~~was~~for ~~communicated~~their orservice ~~required~~on ~~to be communicated to~~ the ~~audit committee~~board ~~and~~of ~~that:~~directors. ~~(1)~~Directors ~~relate~~may toreceive ~~accounts or disclosures that are material to the financial statements and (2) involved our especially~~compensation ~~challenging,~~for ~~subjective,~~their orservices ~~complex judgments. The communication of critical audit matters does not alter~~ in ~~any way our opinion on~~ the ~~financial~~ ~~statements,~~future ~~taken as a whole,~~ and wereimbursement ~~are~~for ~~not,~~their byexpenses ~~communicating~~as ~~the~~shall ~~critical~~be ~~audit~~determined ~~matter~~from ~~below,~~time ~~providing~~to ~~separate~~time ~~opinions on~~by ~~the~~resolution ~~critical~~of ~~audit matter or on~~ the ~~accounts~~board of ~~or disclosures to which it relates~~directors.

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

AsThe following ~~discussed~~table insets ~~Note~~forth 2,certain information regarding the ~~Company~~beneficial ~~recognizes~~ownership ~~revenue upon~~of ~~transfer~~our common stock as of ~~control~~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 ~~promised~~our ~~services~~common tostock. ~~customers~~Beneficial inownership anis ~~amount~~determined ~~that~~in ~~reflects~~accordance with the ~~consideration~~rules of the ~~Company~~SEC. ~~expects~~The topercentage ~~receive~~ownership of each beneficial owner is based on 1,517,699,125 outstanding shares of common stock. inExcept ~~exchange~~as ~~for~~indicated, ~~those~~each ~~products~~person orlisted ~~services~~below has sole voting and investment power with respect to the shares set forth opposite such person’s name.

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.28

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

Name and Title of Beneficial Owner (1)	Number of Shares Beneficially Owned		Percentage of Shares
T. Riggs Eckelberry, Chief Executive Officer, Chairman, Secretary, Treasurer, President (2)		3		*

Prasad Tare, Chief Financial Officer		1,903,439		*

Anthony Fidaleo, Director		168		*

Byron Elton, Director		166		*

Jean-Louis Kindler, Director		1		*

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	%

~~/s/~~* ~~M&K~~Less ~~CPAS,~~than ~~PLLC~~1%

We(1) ~~have~~The ~~served~~address asof ~~the~~each ~~Company’s~~director ~~auditor~~and ~~since 2019~~named executive officer listed above is c/o OriginClear, Inc., 13575 58th Street North, Suite 200, Clearwater, FL 33760.

~~The~~(2) ~~Woodlands~~Mr. Eckelberry also owns all the 1,000 TXoutstanding 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.

~~April~~On March 1815, ~~2024~~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.

~~F-2~~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.

~~ORIGINCLEAR,~~The Series ~~INC~~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. ~~AND~~Eckelberry ~~SUBSIDIARIES~~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.

~~CONSOLIDATED~~Equity Compensation ~~BALANCE~~Plan ~~SHEETS~~Information

	December 31, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	114,640		$	790,697
Fair value investment in securities		36,166			27,125
Prepaid expenses		-			25,000
Current assets held-for-sale		2,338,798			4,522,731
TOTAL CURRENT ASSETS		2,489,604			5,365,553
Net property and equipment		143,366			169,683
Net property and equipment held-for-sale		3,370			7,386
NET PROPERTY AND EQUIPMENT		146,736			177,069
OTHER ASSETS
Long term assets held for sale		-			400,000
Receivable on sale of asset		99,000			-
Fair value investment-securities		3,200			2,400
Trademark		4,467			4,467
Non-current assets held for sale		400,000			400,000
TOTAL OTHER ASSETS		506,667			806,867
TOTAL ASSETS	$	3,143,007		$	6,349,489
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and other payable	$	647,483		$	791,157
Accrued expenses		1,774,513			1,591,386
Cumulative preferred stock dividends payable		523,403			415,597
Customer deposit		2,950			2,950
Secured Loans payable		30,646			30,646
Loan payable, SBA		147,217			149,790
Derivative liabilities		7,742,759			9,578,904
Series F 8% Preferred Stock, 60 and 60 shares issued and outstanding, respectively, redeemable value of $60,000 and $60,000 respectively		60,000			60,000
Series G 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively, redeemable value of $25,000 and $25,000, respectively		25,000			25,000
Series I 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively, redeemable value of $25,000 and $25,000, respectively		25,000			25,000
Series K 8% Preferred Stock, 307.15 and 407.15 shares issued and outstanding, respectively, redeemable value of $307,150 and $407,150, respectively		307,150			407,150
Convertible secured promissory notes (Note 5)
Convertible promissory notes, net of discount of $0 and $0, respectively (Note 5)		2,472,944			1,037,983
Current liabilities held-for-sale		20,980,431			5,495,169
Total Current Liabilities		34,739,496			19,610,732
Long Term Liabilities
Convertible promissory notes, net of discount of $0 and $0, respectively		144,747			1,888,772
Total Long Term Liabilities		144,747			1,888,772
Total Liabilities		34,884,243			21,499,504
COMMITMENTS AND CONTINGENCIES (See Note 13)
Series J Convertible Preferred Stock, 210 and 210 shares issued and outstanding, respectively, redeemable value of $210,000 and $210,000, respectively		210,000			210,000
Series L Convertible Preferred Stock, 320,495 and 320,495 shares issued and outstanding, respectively, redeemable value of $320,495 and $320,495, respectively		320,495			320,495
Series M Preferred Stock, 40,300 and 40,300 shares issued and outstanding, respectively, redeemable value of $1,007,500 and $1,007,500, respectively		1,007,500			1,007,500
Series O 8% Convertible Preferred Stock, 190 and 230 shares issued and outstanding, respectively, redeemable value of $190,000 and $230,000, respectively		190,000			230,000
Series P Convertible Preferred Stock, 30 and 30 shares issued and outstanding, respectively, redeemable value of $30,000 and $30,000, respectively		30,000			30,000
Series Q 12% Convertible Preferred Stock, 420 and 615 shares issued and outstanding, respectively, redeemable value of $420,000 and $615,000, respectively		420,000			615,000
Series R 12% Convertible Preferred Stock, 1,608 and 2,828 shares issued and outstanding, respectively, redeemable value of $1,608,000 and $2,828,000, respectively		1,608,000			2,828,000
Series S 12% Convertible Preferred Stock, 120 and 170 shares issued and outstanding, respectively, redeemable value of $120,000 and $170,000, respectively		120,000			170,000
Series U Convertible Preferred Stock, 270 and 385 shares issued and outstanding, respectively, redeemable value of $270,000 and $385,000, respectively		270,000			385,000
Series W 12% Convertible Preferred Stock, 886.5 and 819.5 shares issued and outstanding, respectively, redeemable value of $886,500 and $819,500, respectively		886,500			819,500
Series X Convertible Preferred Stock, 0 and 250 shares issued and outstanding, respectively, redeemable value of $0 and $250,000, respectively		-			250,000
Series Y Convertible Preferred Stock, 24.6 and 37.51 shares issued and outstanding, respectively, redeemable value of $2,460,227 and $3,751,277, respectively		2,460,227			3,751,277
Series Z Convertible Preferred Stock, 0 and 250 shares issued and outstanding, respectively, redeemable value of $0 and $250,000, respectively		-			250,000
		7,522,722			10,866,772
SHAREHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 600,000,000 shares authorized
1,000 and 1,000 shares of Series C issued and outstanding, respectively		-			-
31,500,000 and 31,500,000 shares of Series D-1 issued and outstanding, respectively		3,150			3,150
Subscription payable for purchase of equipment		100,000			100,000
Preferred treasury stock,1,000 and 1,000 shares outstanding, respectively		-			-
Common stock, $0.0001 par value, 16,000,000,000 shares authorized 1,399,782,046 and 1,013,369,185 equity shares issued and outstanding, respectively		139,978			101,337
Additional paid in capital - Common stock		81,949,274			82,745,503
Noncontrolling Interest		(2,239,493	)		-
Accumulated other comprehensive loss		(132	)		(132	)
Accumulated deficit		(119,216,735	)		(108,966,645	)
TOTAL SHAREHOLDERS’ DEFICIT		(39,263,958	)		(26,016,787	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	3,143,007		$	6,349,489

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

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements~~29

~~F-3~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

~~ORIGINCLEAR~~Except as set forth in Item 11 under “Executive Compensation”, ~~INC.~~since ~~AND~~January ~~SUBSIDIARIES~~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.

~~CONSOLIDATED~~ITEM 14. ~~STATEMENTS~~PRINCIPAL OFACCOUNTANT ~~OPERATIONS~~FEES AND SERVICES.

~~FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~Audit Fees

	Twelve Months Ended
	December 31, 2023			December 31, 2022
Sales	$	26,292		$	26,292
Cost of Goods Sold		-			-
Gross Profit		26,292			26,292
Operating Expenses
Selling and marketing expenses		2,382,753			2,618,083
General and administrative expenses		3,018,782			3,215,934
Impairment of asset for sale		-			114,000
Depreciation and amortization expense		26,317			30,398
Total Operating Expenses		5,427,852			5,978,415
Loss from Operations		(5,401,560	)		(5,952,123	)
OTHER INCOME (EXPENSE)
Impairment of receivable from SPAC		(50,000	)		-
Gain on write off of loans payable		218,064			75,000
Unrealized gain (loss) on investment securities		9,842			(186,994	)
Gain (Loss) on conversion of preferred stock		-			(434,380	)
Cash settlement for non-conversion of common stock		-			(13,500	)
Gain (Loss) on redemption of common stock		7,499,390			-
Gain (Loss) on net change in derivative liability and conversion of debt		1,836,145			(3,052,775	)
Interest and dividend expense		(806,188	)		(901,623	)
TOTAL OTHER (EXPENSE) INCOME		8,707,253			(4,514,272	)
Net income (loss) from continued operations		3,305,693			(10,466,395	)
Net loss from assets held-for-sale		(14,931,476	)		(324,326	)
NET LOSS	$	(11,625,783	)	$	(10,790,721	)
Basic and fully diluted earnings per share from continuing operations	$	0.00		$	(0.02	)
Basic and fully diluted (loss) earnings per share from assets held-for-sale	$	(0.01	)	$	(0.02	)
BASIC AND DILUTED	$	(0.01	)	$	(0.02	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED		1,285,642,179			679,049,314

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.

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

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	$	-	$	-	$

FAudit-4Related Fees

~~ORIGINCLEAR~~We did not incur assurance or audit-related fees during 2024 and 2023, except for fees related to the Company’s Regulation A offering, ~~INC~~which are included under Audit Fees. ~~AND~~Additionally, ~~SUBSIDIARIES~~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.

~~CONSOLIDATED~~Tax ~~STATEMENTS OF SHAREHOLDERS’ DEFICIT~~Fees

~~FOR~~We ~~THE~~did ~~YEARS~~not ~~ENDED~~incur ~~DECEMBER~~fees for tax compliance, tax advice, or tax planning for the fiscal years ended December 31, ~~2023~~2024, ~~AND~~and ~~2022~~2023, respectively.

	TWELVE MONTHS ENDED DECEMBER 31, 2022
																					Accumulated
	Preferred stock						Mezzanine			Common stock						Additional Paid-in-			Subscription		Other Comprehensive			Noncontrolling		Accumulated
	Shares			Amount			Equity			Shares			Amount			Capital			Payable		loss			Interest		Deficit			Total
Balance at December 31, 2021		33,038,213		$	3,304		$	10,183,092			306,883,932		$	30,688		$	75,720,147		$	100,000	$	(132	)	$	-	$	(98,175,924	)	$	(22,321,917	)
Common stock issuance for conversion of debt and accrued interest		-			-			-			39,900,514			3,990			266,556			-		-			-		-			270,546
Common stock issued at fair value for services		-			-			-			63,201,050			6,320			1,427,508			-		-			-		-			1,433,828
Common stock issued for conversion of Series E Preferred stock		(1,537,213	)		(154	)		-			76,865			7			147			-		-			-		-			-
Common stock issued for conversion of Series J Preferred stock		-			-			(5,000	)		512,737			51			4,949			-		-			-		-			5,000
Common stock issued for conversion of Series L Preferred stock		-			-			(284,080	)		25,145,849			2,515			281,565			-		-			-		-			284,080
Common stock issued for conversion of Series O Preferred stock		-			-			(385,000	)		40,646,122			4,065			380,935			-		-			-		-			385,000
Common stock issued for conversion of Series P Preferred stock		-			-			(27,500	)		3,527,317			353			27,147			-		-			-		-			27,500
Common stock issued for conversion of Series Q Preferred stock		-			-			(100,000	)		12,642,226			1,264			98,736			-		-			-		-			100,000
Common stock issued for conversion of Series R Preferred stock		-			-			(604,267	)		44,494,096			4,449			599,818			-		-			-		-			604,267
Common stock issued for conversion of Series T Preferred stock		-			-			(630,000	)		86,281,921			8,628			621,372			-		-			-		-			630,000
Common stock issued for conversion of Series U Preferred stock		-			-			(681,500	)		36,497,792			3,650			677,850			-		-			-		-			681,500
Common stock issued for conversion of Series W Preferred stock		-			-			(245,000	)		21,489,284			2,149			242,851			-		-			-		-			245,000
Common stock issued for conversion of Series Y Preferred stock		-			-			(2,000,000	)		150,578,177			15,058			1,984,942			-		-			-		-			2,000,000
Common stock issued for Series O Preferred stock dividends		-			-			-			1,256,639			126			(126	)		-		-			-		-			-
Common stock issued for make good shares for Series P Preferred stock		-			-			-			518,232			52			(52	)		-		-			-		-			-
Common stock issued for make good shares for Series R Preferred stock		-			-			-			1,041,662			104			(104	)		-		-			-		-			-
Common stock issued for conversion settlement		-			-			-			179,090,390			17,909			(17,909	)		-		-			-		-			-
Common stock returned from non conversion		-			-			(5,250	)		(409,518	)		(41	)		(5,209	)		-		-			-		-			(5,250	)
Common stock forfeited		-			-			-			(6,102	)		-			-			-		-			-		-			-
Issuance of Series Y Preferred stock through a private placement		-			-			4,881,277			-			-			-			-		-			-		-			-
Issuance of Series Z Preferred stock through a private placement		-			-			250,000			-			-			-			-		-			-		-			-
Exchange of Series F Preferred stock for Series Q Preferred stock		-			-			200,000			-			-			-			-		-			-		-			-
Exchange of Series I Preferred stock for Series W Preferred stock		-			-			210,000			-			-			-			-		-			-		-			-
Exchange of Series K Preferred stock for Series W Preferred stock		-			-			110,000			-			-			-			-		-			-		-			-
Loss on conversion of Preferred stock		-			-			-			-			-			434,380			-		-			-		-			434,380
Net Loss		-			-			-			-			-			-			-		-			-		(10,790,721	)		(10,790,721	)
Balance at December 31, 2022		31,501,000		$	3,150		$	10,866,772			1,013,369,185		$	101,337		$	82,745,503		$	100,000	$	(132	)	$	-	$	(108,966,645	)	$	(26,016,787	)

All Other Fees

FThere 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-5Related Fees.”

	TWELVE MONTHS ENDED DECEMBER 31, 2023
														Additional					Other
	Preferred stock				Mezzanine			Common stock						Paid-in-			Subscription		Comprehensive			Noncontrolling			Accumulated
	Shares		Amount		Equity			Shares			Amount			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		$	100,000	$	(132	)	$	-		$	(108,966,645	)	$	(26,016,787	)
Rounding												(2	)		2														1
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
Common stock issued for conversion of Series O Preferred stock		-		-		(40,000	)		7,722,008			772			39,228			-		-			-			-			40,000
Common stock issued for conversion of Series Q Preferred stock		-		-		(195,000	)		50,340,392			5,034			189,966			-		-			-			-			195,000
Common stock issued for conversion of Series R Preferred stock		-		-		(1,120,000	)		250,786,688			25,079			1,094,921			-		-			-			-			1,120,000
Common stock issued for conversion of Series S Preferred stock		-		-		(50,000	)		8,864,250			886			49,114			-		-			-			-			50,000
Common stock issued for conversion of Series U Preferred stock		-		-		(115,000	)		19,051,616			1,905			113,095			-		-			-			-			115,000
Common stock issued for conversion of Series W Preferred stock		-		-		(33,000	)		7,559,934			756			32,244			-		-			-			-			33,000
Common stock issued for conversion of Series Y Preferred stock		-		-		(1,901,500	)		358,587,063			35,859			1,865,641			-		-			-			-			1,901,500
Common stock issued for conversion 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			(87	)		-		-			-			-			-
Common stock issued for conversion 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		-		-		100,000			-			-			-					-			-			-			-
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		$	100,000	$	(132	)	$	(2,239,493	)	$	(119,216,735	)	$	(39,263,958	)

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.

~~The accompany notes are an integral part of these unaudited condensed consolidated financial statements~~30

~~F-6~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

ORIGINCLEAR, INC. AND SUBSIDIARIES

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)

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~31

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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**
101		The following materials from OriginClear Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statement of Shareholders’ Equity/ (Deficit), (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to Consolidated Financial Statements tagged as blocks of text.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	Twelve Months Ended
	December 31, 2023			December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) from continuing operations	$	3,305,693		$	(10,466,395	)
Net loss related to assets held-for-sale		(14,931,476	)		(324,326	)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization		30,333			39,959
Common and preferred stock issued for services		782,605			1,433,828
Change in fair value of derivative liability		(1,836,145	)		3,052,775
Shares issued for services, related party		120,540			-
Preferred stock incentive compensation expense		576,618			-
Debt discount recognized as interest expense		59,900			3,743
Net unrealized (gain) loss on fair value of securities		(9,842	)		186,993
Impairment of assets held for sale		-			114,000
Impairment of receivable from SPAC		4,029,985			737,267
Conversion and settlement value loss on WODI		609,199			-
(Gain) Loss on conversion of preferred stock		-			434,380
Gain on write off of payable		(218,064	)		(50,000	)
Change in Assets (Increase) Decrease in:
Contracts receivable		969,619			(328,156	)
Contract asset		1,024,389			(1,100,559	)
Inventory asset		-			2,850
Prepaid expenses and other assets		25,000			(11,889	)
Change in Liabilities Increase (Decrease) in:
Accounts payable		(1,784,052	)		2,350,309
Accrued expenses		1,320,131			215,744
Contract liabilities		413,909			(954,488	)
Tax liability 83(b)		(2,000	)		15,600
NET CASH USED IN OPERATING ACTIVITIES		(5,513,658	)		(4,648,365	)
CASH FLOWS USED FROM INVESTING ACTIVITIES:
Purchase of Class B Common Shares in SPAC		-			(400,000	)
Purchase of SPAC notes payable		(4,029,985	)		(737,267	)
Payments received on long term asset		301,000			-
Purchase of fixed assets		(18,000	)		(21,637	)
NET CASH USED IN INVESTING ACTIVITIES		(3,746,985	)		(1,158,904	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease		-			(7,985	)
Payments on loan payable, SBA		(2,573	)		-
Proceeds from Line of credit		345,875			-
Payments on Line of credit		(167,067	)		-
Proceeds from loans, merchant cash advance		90,000			-
Payments on loans, merchant cash advance		(39,205	)		-
Equity financing purchase agreement		141,373			-
Net payments on cumulative preferred stock dividends and distributions		107,806			58,870
Convertible secured promissory notes		6,923,000			1,347,500
Common stock issued for Reg A for cash		60,000			-
Proceeds from issuance of warrants		325,000			-
Net proceeds for issuance of preferred stock for cash - mezzanine classification		610,450			5,057,277
NET CASH PROVIDED BY FINANCING ACTIVITIES		8,394,659			6,455,662
NET (DECREASE) INCREASE IN CASH		(865,984	)		648,393
CASH BEGINNING OF PERIOD		1,354,814			706,421
CASH END OF PERIOD		488,830		$	1,354,814
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest and dividends paid	$	-		$	951,531
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		$	270,546
Issuance of Series O dividends	$	87		$	126
Preferred stock converted to common stock - mezzanine	$	3,704,500		$	4,962,347
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		$	-
Exchange from mezzanine to liability	$	-		$	520,000
Common stock issued as settlement	$	30,644		$	17,909
Conversion of preferred stock to common stock	$	-		$	154

*	Filed herewith

~~The~~** ~~accompanying~~Furnished ~~notes~~herewith Exhibits incorporated by reference are anhyperlinked ~~integral~~to ~~part~~their ofrespective ~~these~~filings ~~unaudited~~on ~~condensed~~the ~~consolidated~~SEC’s ~~financial~~EDGAR ~~statements~~database.

~~F-7~~32

~~ORIGINCLEAR, INC. AND SUBSIDIARIES~~SIGNATURES

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

~~DECEMBER 31~~ORIGINCLEAR, ~~2023~~INC. ~~AND~~By: ~~2022~~/s/ T Riggs Eckelberry T Riggs Eckelberry Chief Executive Officer (Principal Executive Officer)

1.By: ~~ORGANIZATION~~/s/ ~~AND~~Prasad ~~LINE~~Tare OFPrasad ~~BUSINESS~~Tare Chief Financial Officer

~~Organization~~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.

OriginClear, Inc. (the “Company”) was incorporated in the state of Nevada on June 1, 2007. The Company, which was then based in Los Angeles, California, began operations on June 1, 2007. The Company began its planned principal operations in December 2010, at which time it exited the development stage.

Date: March 31, 2025	By:	/s/ T Riggs Eckelberry
		T Riggs Eckelberry
		Director and Chief Executive Officer

In December 2014, the Company formed a wholly owned subsidiary, OriginClear Technologies Limited (OCT), formerly OriginClear (HK) Limited in Hong Kong, China. The Company granted OCT a master license for the People’s Republic of China. In turn, OCT was expected to license regional joint ventures for water treatment. On January 22, 2020 the Company entered into a strategic partnership with Permionics Separations Solutions, Inc., a unit of India’s Permionics Group (“Permionics”) for the Asia-Pacific Region and terminated all activities of OCT in Hong Kong, China, working instead with Permionics when applicable. As of December 31, 2023, OCT has limited assets and no current operations.

Date: March 31, 2025	By:	/s/ Prasad Tare
		Prasad Tare
		Chief Financial Officer

On October 1, 2015, the Company completed the acquisition of 100% of the total issued and outstanding stock of Progressive Water Treatment, Inc. (“PWT”). PWT, which is based in Dallas, Texas, is responsible for a significant percentage of the Company’s revenue, specializing in engineered water treatment solutions and custom treatment systems and is included in these consolidated financial statements as a wholly owned subsidiary.

Date: March 31, 2025	By:	/s/ Anthony Fidaleo
		Anthony Fidaleo
		Director

On July 19, 2018, the Company announced the launch of its Modular Water Treatment Division - Modular Water Systems (“MWS”). MWS designs, manufactures and implements advanced prepackaged wastewater treatment, pump stations and custom systems with primary focus on decentralized opportunities away from the very competitive large municipal wastewater treatment plants. These decentralized opportunities include: rural communities, housing developments, industrial sites, schools and many more.

Date: March 31, 2025	By:	/s/ Jean-Louis Kindler
		Jean-Louis Kindler
		Director

In May 2020, the Company relocated its principal offices to 13575 58th Street North, Suite 200, Clearwater, FL 33760.

Date: March 31, 2025	By:	/s/ Byron Elton
		Byron Elton
		Director

On April 13, 2021, the Company announced formation of a wholly-owned subsidiary called Water On Demand #1, Inc. (“WOD #1”) to launch its newly incubated outsourced water treatment business called Water On Demand (“WOD”). The WOD model intends to offer private businesses water self-sustainability as a service - the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate or “DBOO”.33

OnINDEX ~~May~~TO ~~10,~~FINANCIAL 2021, the Company announced that it had filed “System And Method For Water Treatment Incentive”, a patent application for using blockchain technology and non-fungible tokens (NFT) to simplify the distribution of payments on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead of inflation. On May 16, 2021, the Company applied for a registered trademark for the mark $H2O as the blockchain system representing this activity. As of December 31, 2023, there is no plan to actively develop a blockchain-based asset. The Company is aware of a high level of regulatory oversight in this area, and if implementation of $H20 is delayed or terminated altogether by reason of regulatory issues, it will employ traditional payment systems.STATEMENTS

In November 2021, additional Water on Demand (WOD) subsidiaries - Water On Demand #2, Inc. (“WOD #2”), Water On Demand #3, Inc. (“WOD #3”), Water On Demand #4, Inc. (“WOD #4”) were separately created to permit optional segmenting of capital pools according to strategic partnerships. The Company has now simplified this structure by placing all funds in WOD #1 and tracking the partnerships within that company. As they are subject to a security guaranty by the Company, the WOD Subsidiaries, and the capital raised for them through the Company’s Series Y offering, shall continue to be held by the Company and made available for use by WODI, to be deployed, subject to a planned management contract.

		Page
Report of Independent Registered Public Accounting Firm PCAOB ID Number 2738		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Shareholders’ Deficit		F-5
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements - Audited		F-8

F-81

OnREPORT ~~April~~OF ~~13,~~INDEPENDENT ~~2022,~~REGISTERED ~~the~~PUBLIC ~~Company’s~~ACCOUNTING Board of Directors approved the plan to spin off its WOD business into a newly formed wholly-owned subsidiary, Water On Demand Inc. (“WODI”), which will hold the assets, liabilities, intellectual property and business operations of the WOD business. WODI is designed to select projects, fully qualify them, provide financing for DBOO service contracts, and thereafter manage assets, contracts, clients, investors, strategic partners and vendors.FIRM

OnTo ~~December 22, 2022, WODI entered into a Membership Interest Purchase and Transfer Agreement (~~the ~~“Purchase~~Board ~~Agreement”)~~of ~~with~~Directors ~~Ka Wai Cheung, Koon Lin Chan,~~ and ~~Koon~~Stockholders Keung Chan (each a “Seller”, and collectively, the “Sellers”) and Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which WODI purchased 100 membership interests in the Sponsor (“Purchased Interests”) from the Sellers, which constitutes 100% of ~~the membership interests in the Sponsor. The Sponsor owns 2~~OriginClear,~~343,750~~ shares out of 2,443,750 shares of the issued and outstanding shares of Class B common stock (the “Class B Common Stock”) of Fortune Rise Acquisition Corporation, a Delaware Corporation (the “SPAC”). On December 29, 2022, the Company announced that its subsidiary, Water On Demand, Inc. ~~has closed the acquisition of Fortune Rise Sponsor, LLC, which is the sponsor of Fortune Rise Acquisition Corp.~~

OnOpinion ~~January~~on ~~5, 2023, WODI signed a non-binding Letter of Intent with Fortune Rise Acquisition Corporation, a Delaware corporation (“Fortune Rise”), under which Fortune Rise proposes to acquire all~~ the ~~outstanding~~Financial ~~securities of WODI, based on certain material financial and business terms and conditions being met.~~Statements

OnWe ~~February~~have 7,audited ~~2023,~~the ~~Fortune~~accompanying ~~Rise Acquisition~~consolidated ~~Corporation~~balance ~~(Nasdaq:~~sheets ~~FRLA)~~of ~~and~~ OriginClear, Inc. ~~announced~~(the ~~that~~Company) ~~WODI~~as ~~deposited~~of ~~$977~~December 31,~~500~~ ~~(the~~2024 ~~“Second~~and ~~Extension~~2023, ~~Payment”)~~and ~~into~~ the ~~Company~~related consolidated statements of operations, stockholders’s ~~trust~~deficit, ~~account~~and cash flows for ~~its~~each ~~public~~of ~~shareholders,~~the ~~representing~~years ~~$0.10~~in ~~per~~the ~~public~~two-year ~~share~~period ended December 31, ~~which~~2024, ~~enables~~and ~~FRAC~~the related consolidated notes (collectively referred to ~~extend~~as the ~~period~~financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of ~~time~~the itCompany ~~has~~as toof ~~consummate~~December 31, 2024 and 2023, and the results of its ~~initial~~operations ~~business~~and ~~combination~~its cash byflows anfor ~~additional~~each ~~three~~of ~~months~~the ~~from~~years ~~February~~in 5,the ~~2023~~two-year toperiod ~~May~~ended 5December 31, ~~2023~~2024, ~~(the~~in conformity with accounting principles generally accepted ~~“Second~~in ~~Extension”)~~the United States of America.

InGoing a meeting on April 10, 2023, FRLA shareholders agreed to a final extension of the period of time it has to consummate its initial business combination by an additional six months from May 5, 2023 to November 5, 2023.Concern

OnThe ~~September~~accompanying consolidated financial statements ~~21,~~have ~~2023,~~been ~~WODI~~prepared ~~entered~~assuming ~~into~~that the Company will continue as a ~~merger~~going ~~agreement~~concern. ~~with~~As ~~PWT~~discussed ~~whereby~~in ~~WODI~~Note ~~was~~1 ~~merged~~to ~~with~~the ~~PWT.~~consolidated ~~The~~financial ~~merger~~statements, the ofCompany ~~these~~suffered ~~entities~~a ~~was~~net ~~completed~~loss from operations and used cash in operations, which raises substantial doubt about its ability to continue ~~create~~as ~~better~~a ~~enterprise~~going ~~value~~concern. ~~for~~Management's aplans ~~potential~~regarding ~~merger~~those ~~opportunity~~matters ~~with~~are ~~FRLA~~also described in Note 1. InThe ~~connection~~consolidated ~~with~~financial ~~the~~statements ~~merger~~do not ~~with~~include ~~WODI,~~any ~~PWT~~adjustments ~~changed~~that ~~its name~~might toresult ~~Water~~from onthe ~~Demand,~~outcome ~~Inc~~of this uncertainty.

OnBasis ~~September 28,~~for 2023, the Letter of Intent (“LOI”) executed on January 5, 2023 with WODI was amended to designate PWT as the new target of the acquisition. Under the amended LOI, FRLA proposed to acquire all the outstanding securities of the new combined WODI/PWT entity, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements.Opinion

OnThese ~~October~~consolidated financial statements are the ~~24,~~responsibility ~~2023~~of ~~FRLA~~the ~~and~~Company’s ~~WODI~~management. ~~entered~~Our ~~into~~responsibility ais ~~definitive~~to ~~business~~express ~~combination~~an ~~agreement~~opinion (on the ~~“BCA”).~~Company’s ~~The~~consolidated ~~transaction~~financial statements ~~represents~~based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United ~~pro~~States) ~~forma~~(PCAOB) ~~equity~~and ~~valuation~~are ofrequired ~~approximately~~to ~~$72~~be ~~million~~independent ofwith ~~the~~respect ~~Combined~~to the Company, ~~assuming~~in noaccordance ~~further~~with ~~redemptions~~the ofU.S. ~~FRLA~~federal ~~public~~securities ~~shares~~laws and bythe ~~FRLA’s~~applicable ~~public~~rules ~~shareholders~~and regulations of the Securities and Exchange Commission and the PCAOB.

OnWe ~~October~~conducted ~~25,~~our ~~2023,~~audits atin ~~the~~accordance ~~Special~~with the ~~Meeting,~~standards ~~FRLA~~of ~~shareholders~~the ~~approved~~PCAOB. aThose ~~proposal~~standards require that we plan and perform the audit to ~~extend~~obtain reasonable assurance about whether the ~~period~~consolidated financial statements are free of ~~time~~material ~~FRLA~~misstatement, ~~has~~whether due to ~~consummate~~error ~~its~~or ~~initial~~fraud. ~~business~~The ~~combination~~Company byis not required to have, nor were we engaged to perform, an ~~additional~~audit ~~one~~of ~~year~~its ~~from~~internal ~~November~~control 5over financial reporting. As part of our audits, ~~2023~~we are required to ~~November~~obtain 5,an ~~2024~~understanding of internal control over financial reporting, bybut upnot tofor ~~twelve~~the ~~one-month~~purpose ~~extensions~~of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~subject~~we toexpress ~~certain~~no ~~conditions~~such opinion.

OnOur audits included performing procedures to assess ~~February~~the ~~14,~~risks ~~2024~~of material misstatement of the consolidated financial statements, ~~WODI~~whether due to error or fraud, and ~~Fortune~~performing ~~Rise~~procedures that ~~Acquisition~~respond ~~Corporation~~to ~~(Nasdaq:~~those ~~FRLA),~~risks. ~~filed~~Such aprocedures ~~registration~~included ~~statement~~examining, on ~~Form~~a ~~S-4~~test ~~with~~basis, evidence regarding the ~~SEC~~amounts and disclosures in the ~~which~~consolidated ~~includes~~financial astatements. ~~preliminary~~Our ~~proxy~~audits ~~statement~~also included evaluating the accounting principles used and ~~prospectus~~significant inestimates ~~connection~~made ~~with~~by management, as well as evaluating the ~~proposed~~overall ~~business~~presentation ~~combination~~of ~~with~~the ~~WODI~~consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~F-9~~Critical Audit Matter

~~Line~~The critical audit matter communicated below is a matter arising from the current period audit of ~~Business~~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.

~~OriginClear was~~Revenue founded as OriginOil® in 2007 and began trading on the OTC in 2008. In 2015, it was renamed as OriginClear® to reflect its new mission to develop breakthrough businesses in the industrial water sector. Today, OriginClear structures itself as the Clean Water Innovation Hub™ and intends to use its well-developed retail investor development capabilities to help bring potentially disruptive companies to market. For the foreseeable future, however, OriginClear intends to devote its entire capabilities to the success of its subsidiary, Water On Demand, Inc. (WODI).Recognition

InAs ~~2023,~~discussed ~~OriginClear combined~~in ~~three~~Note of2, ~~its operating divisions into~~ the ~~single~~Company ~~WODI~~recognizes revenue ~~subsidiary,~~upon intransfer ~~anticipation~~ of acontrol ~~merger~~ of ~~such~~promised ~~subsidiary~~services ~~with~~to ~~Fortune Rise~~customers ~~Acquisition~~in ~~Corp~~an ~~(“FRLA”)~~amount athat ~~Special~~reflects ~~Purpose~~the ~~Acquisition~~consideration the Company. ~~The~~expects ~~definitive merger agreement between WODI and FRLA~~to ~~was~~receive ~~announced~~in onexchange ~~October~~for ~~24,~~those ~~2023:~~products ~~https://www~~or services.~~originclear.com/company-news/originclears-water-on-demand-and-fortune-rise-acquisition-corporation-announce-business-combination-to-create-nasdaq-listed-company.~~

~~WODI~~Auditing ismanagement’s ~~composed~~ evaluation of ~~three~~agreements with ~~operating~~customers ~~units,~~involves ~~Modular~~significant ~~Water~~judgment, ~~Systems~~given ~~(“MWS”),~~the ~~Progressive~~fact ~~Water~~that ~~Treatment~~some ~~(“PWT”),~~agreements ~~and~~require ~~Water~~management’s onevaluation ~~Demand~~and allocation ~~(“WOD”),~~of the ~~last~~standalone ~~being~~transaction aprices ~~development~~to ~~stage~~the ~~business~~performance obligations.

●To ~~PWT~~evaluate isthe ~~responsible~~appropriateness ~~for~~and aaccuracy ~~significant percentage~~ of the ~~Company’s~~assessment ~~revenue~~by management, ~~specializing~~we inevaluated ~~engineered~~management’s ~~water~~assessment ~~treatment~~in ~~solutions~~relationship ~~and~~to ~~custom~~the ~~treatment~~relevant ~~systems~~agreements.

●/s/ ~~MWS houses a worldwide, exclusive master license to the intellectual property of Daniel~~ M.&K ~~Early~~CPAS, consisting of five patents and related intellectual property, know-how and trade secrets (“Early IP”). In April 2023, OriginClear commissioned a valuation of the Early IP. MWS, features products differentiated by the Early IP and complemented with additional knowhow and trade secrets.PLLC

●We ~~WOD~~have isserved anas ~~incubation of~~ the Company’s ~~which~~auditor since ~~intends to offer private businesses water self-sustainability as a service - the ability to pay for water treatment and purification services on a per-gallon basis~~2019. ~~This is commonly known as Design-Build-Own-Operate (“DBOO”).~~

~~Going~~The ~~Concern~~Woodlands, TX

~~The~~March accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, ~~2023 expressed substantial doubt about our ability to continue as a going concern.~~2025

The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the year ended December 31, 2023, the Company obtained funds from the issuance of convertible note agreements and from sale of its preferred stock. Management believes this funding will continue from its’ current investors and from new investors. The Company generated revenue of $26,292 and its operating divisions have standing purchase orders and open invoices with customers, which will provide funds for operations. Management believes the existing shareholders, the prospective new investors and future sales will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.F-2

2ORIGINCLEAR, INC. ~~SUMMARY~~AND ~~OF SIGNIFICANT ACCOUNTING POLICES~~SUBSIDIARIES

~~This~~CONSOLIDATED ~~summary~~BALANCE of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.SHEETS

~~F-10~~(Audited)

Principles of Consolidation

	December 31, 2024			December 31, 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		25,000			25,000
Series I 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively		25,000			25,000
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		-			100,000
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 ~~consolidated~~notes ~~financial~~are ~~statements~~an ~~include~~integral ~~the~~part ~~accounts~~ of ~~OriginClear, Inc. and its subsidiaries Water On Demand, Inc. (‘WODI’),~~ ~~(which~~these ~~consists~~unaudited ofconsolidated ~~operating~~financial ~~divisions Progressive Water Treatment, Modular Water Systems and Water On Demand), Water On Demand #1, Inc~~statements.~~, and OriginClear Technologies, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities.~~

~~Cash and Cash Equivalent~~F-3

~~The~~ORIGINCLEAR, ~~Company~~INC. ~~considers~~AND ~~all highly liquid investments with an original maturity of three months or less to be cash equivalents.~~SUBSIDIARIES

~~Concentration~~CONSOLIDATED ~~Risk~~STATEMENTS OF OPERATIONS

~~Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company~~ (~~FDIC~~Audited) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2023, there was no cash balance in excess of the FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts.

Use of Estimates

	Twelve Months Ended
	2024			2023
Revenue	$	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 ~~preparation~~accompanying ofnotes ~~financial~~are ~~statements in~~an ~~conformity~~integral ~~with~~part ~~accounting principles generally accepted in the United States~~ of ~~America requires management to make estimates and~~ ~~assumptions~~these ~~that~~unaudited consolidated ~~affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the~~ financial statements~~, and the reported amounts of revenues and expenses during the reporting period~~. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, warranty reserves, inventory valuation, derivative liabilities and other conversion features, fair value investments, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~Net Earnings (Loss) per Share Calculations~~F-4

~~Basic~~ORIGINCLEAR, ~~loss per share calculation is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available~~INC. ~~Diluted earnings~~AND per share is computed similarly to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted earnings per share were not the same as the basic loss per share for the years ended December 31, 2023 and 2022, respectively, as the inclusion of any potential shares in the year ended December 31, 2023, would have had an anti-dilutive effect due to the Company generating a loss.SUBSIDIARIES

~~Loss~~CONSOLIDATED ~~per~~STATEMENTS ~~share~~OF SHAREHOLDERS’ DEFICIT

	For the Years Ended
	2023			2022
Income (Loss) to common shareholders (Numerator) – continuing operations	$	3,305,693		$	(10,466,395	)
Loss to common shareholders (Numerator) – related to assets held-for sale	$	(14,931,476	)		(324,326	)
Basic and diluted weighted average number of common shares outstanding (Denominator)		1,285,642,179			679,049,314

(Audited)

F-11

	TWELVE MONTHS ENDED DECEMBER 31, 2023
														Additional					Other
	Preferred stock				Mezzanine			Common stock						Paid-in-			Subscription		Comprehensive			Noncontrolling			Accumulated
	Shares		Amount		Equity			Shares			Amount			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		$	100,000	$	(132	)	$	-		$	(108,966,645	)	$	(26,016,787	)
Rounding												(2	)		2														1
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
Common stock issued for conversion of Series O Preferred stock		-		-		(40,000	)		7,722,008			772			39,228			-		-			-			-			40,000
Common stock issued for conversion of Series Q Preferred stock		-		-		(195,000	)		50,340,392			5,034			189,966			-		-			-			-			195,000
Common stock issued for conversion of Series R Preferred stock		-		-		(1,120,000	)		250,786,688			25,079			1,094,921			-		-			-			-			1,120,000
Common stock issued for conversion of Series S Preferred stock		-		-		(50,000	)		8,864,250			886			49,114			-		-			-			-			50,000
Common stock issued for conversion of Series U Preferred stock		-		-		(115,000	)		19,051,616			1,905			113,095			-		-			-			-			115,000
Common stock issued for conversion of Series W Preferred stock		-		-		(33,000	)		7,559,934			756			32,244			-		-			-			-			33,000
Common stock issued for conversion of Series Y Preferred stock		-		-		(1,901,500	)		358,587,063			35,859			1,865,641			-		-			-			-			1,901,500
Common stock issued for conversion 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			(87	)		-		-			-			-			-
Common stock issued for conversion 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		-		-		100,000			-			-			-					-			-			-			-
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		$	100,000	$	(132	)	$	(2,239,493	)	$	(119,216,735	)	$	(39,263,958	)

~~The Company excludes issuable shares from warrants, convertible notes and preferred stock, if their impact on the loss per share is anti~~F-~~dilutive and includes the issuable shares if their impact is dilutive.~~5

	Anti-dilutive shares		Dilutive shares
	TWELVE MONTHS ENDED DECEMBER 31, 2024
December 31, 2023
	Preferred stock				Mezzanine			Common stock						Additional Paid-in-			Subscription			Other Comprehensive			Noncontrolling			Accumulated
Warrant shares		64,802,589
	Shares		Amount		Equity			Shares			Amount			Capital			Payable			loss			Interest			Deficit			Total
Convertible debt shares		95,671,040		1,227,427,097
Balance at December 31, 2023		31,501,000		3,150	$	7,522,722			1,399,782,046			139,978			81,949,274			100,000			(132	)		(2,239,493	)		(119,216,735	)		(39,263,958	)
Preferred shares		31,500,000
Rounding		-		-		-			-			-			-			-			-			(1	)					(1	)
December 31, 2022
Shares redeemed/cancelled for Note Purchase Agreement		-		-		-			(224,196,748	)		(22,420	)		(1,839,308	)		-			-			-			-			(1,861,728	)
Warrant shares		94,973,989
Common stock issued for alternative vesting		-		-		-			20,937,829			2,094			167,503			-			-			-			-			169,597
Convertible debt shares		1,416,717		886,911,604
Common stock issued for preferred stock conversion incentive		-		-		-			122,213,744			12,221			1,253,602			-			-			-			-			1,265,823
Preferred shares		31,500,000
Common stock issued for conversion of Series O Preferred stock		-		-		(5,000	)		965,252			97			4,903			-			-			-			-			5,000
Common stock issued for conversion of Series Q Preferred stock		-		-		(20,000	)		4,576,458			458			19,542			-			-			-			-			20,000
Common stock issued for conversion of Series R Preferred stock		-		-		(135,000	)		30,496,772			3,050			131,950			-			-			-			-			135,000
Common stock issued for conversion of Series S Preferred stock		-		-		(10,000	)		2,272,728			227			9,773			-			-			-			-			10,000
Common stock issued for conversion of Series W Preferred stock		-		-		(200,000	)		41,715,134			4,172			195,828			-			-			-			-			200,000
Common stock issued for conversion of Series Y Preferred stock		-		-		(722,000	)		169,223,463			16,922			705,078			-			-			-			-			722,000
Common stock issued at fair value for services		-		-		-			94,777,534			9,478			661,805			-			-			-			-			671,283
Common stock issued for Series O Preferred stock dividends		-		-		-			1,405,307			141			(141	)		-			-			-			-			-
Common stock issued through a Reg A to investors for cash		-		-		-			7,948,000			795			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	)
Common 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	)

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

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.F-6

~~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~~ORIGINCLEAR, ~~Revenue from Contracts with Customers~~INC. ~~Under~~AND 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.SUBSIDIARIES

~~Revisions~~CONSOLIDATED inSTATEMENTS ~~cost~~OF ~~and~~CASH 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.FLOWS

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

Contract Receivable

	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		25,000			-
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		-			25,000
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	$	141		$	87
Preferred stock converted to common stock - mezzanine	$	1,092,000		$	3,704,500
Exchange of Series R Preferred Stock for WODI secured convertible note	$	-		$	100,000
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	$	100,000		$	-
Adoption of ASC 842	$	627,074		$	-

The ~~Company~~accompanying ~~bills~~notes ~~its~~are customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company maintains an ~~allowance~~integral ~~for doubtful~~part ~~accounts for estimated losses that may arise if any customer is unable to make required payments. Management performs a quantitative and qualitative review~~ of ~~the receivables past due from customers on a monthly basis. The Company records an allowance against uncollectible~~ ~~items~~these ~~for~~unaudited consolidated ~~each~~financial ~~customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote~~statements. The allowance for doubtful accounts was $379,335 and $17,315 as of December 31, 2023 and 2022, respectively. The net contract receivable balance was $1,509,504 and $2,479,123 at December 31, 2023 and 2022, respectively.

F-127

~~Indefinite~~ORIGINCLEAR, ~~Lived~~INC. ~~Intangibles~~AND ~~and Goodwill Assets~~SUBSIDIARIES

~~The~~NOTES ~~Company~~TO ~~accounts~~CONSOLIDATED ~~for~~FINANCIAL business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.STATEMENTS

~~The~~DECEMBER Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, ~~2023~~2024 ~~and~~AND ~~2022, and determined there was no impairment of indefinite lived intangibles and goodwill.~~2023

~~Prepaid Expenses~~(Audited)

~~The Company records expenditures that have been paid in advance as prepaid expenses~~1. ~~The~~Organization ~~prepaid expenses are initially recorded as assets, because they have future economic benefits,~~ and ~~are~~line ~~expensed~~of ~~at the time the benefits are realized. The prepaid expenses balance was $0 and $25,000 at December 31, 2023 and December 31, 2022, respectively.~~ business

~~Advertising Costs~~Organization

~~The~~OriginClear, Inc. (the “Company”), incorporated ~~expenses~~in ~~the~~Nevada ~~cost~~on ofJune ~~advertising and~~1, ~~promotional~~2007, ~~materials~~focuses ~~when~~on ~~incurred.~~developing ~~The~~innovative ~~advertising~~solutions ~~costs~~in ~~were~~the ~~$201,323~~water ~~and~~industry. ~~$206,285~~The ~~for~~Company’s ~~the~~principal office ~~years~~is ~~ended~~located ~~December~~at 3113575 58th Street North, ~~2023~~Suite ~~and~~200, ~~2022~~Clearwater, ~~respectively~~ FL 33760.

~~Property~~Subsidiaries and ~~Equipment~~Key Developments

~~Property~~Progressive ~~and~~Water ~~equipment~~Treatment, ~~are~~Inc. (“PWT”), ~~stated~~acquired ~~at cost.~~on ~~Gain~~October or1, ~~loss~~2015, isspecializes ~~recognized~~in ~~upon~~engineered ~~disposal~~water oftreatment ~~property~~solutions and ~~equipment,~~is ~~and~~a ~~the~~key ~~asset~~revenue ~~and~~contributor. Modular ~~related~~Water ~~accumulated~~Systems ~~depreciation~~(“MWS”), ~~are~~launched ~~removed from~~in ~~the~~2018, ~~accounts.~~designs ~~Expenditures~~modular water wastewater treatment systems for ~~maintenance~~decentralized applications and ~~repairs~~holds ~~are~~exclusive ~~charged~~rights to ~~expense~~five aspatents. ~~incurred~~Water on Demand, ~~while~~Inc. ~~expenditures~~(“WODI”) ~~for~~formed ~~addition~~in ~~and~~2022, ~~betterment~~integrates multiple divisions ~~are~~to ~~capitalized.~~offer ~~Furniture~~Design-Build-Own-Operate ~~and~~(DBOO) ~~equipment~~water ~~are~~services, ~~depreciated~~focusing on ~~the straight~~pay-~~line~~per-gallon ~~method~~water ~~and~~treatment ~~include the following categories:~~solutions.

Estimated Life
Machinery and equipment		5–10 years
Furniture, fixtures and computer equipment		5–7 years
Vehicles		3–5 years
Leasehold improvements		2–5 years

Line of Business

	December 31,
	2023			2022
Machinery and Equipment	$	383,569		$	383,569
Computer Equipment		66,493			66,493
Furniture		29,810			29,810
Leasehold Improvements		26,725			26,725
Vehicles		64,276			64,276
Demo Units		36,139			36,139
		607,012			607,012
Less accumulated depreciation		(460,276	)		(429,943	)
Net Property and Equipment	$	146,736		$	177,069

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.

~~Long-lived~~On ~~assets~~April ~~held~~13, ~~and~~2022, ~~used by~~ the ~~Company~~Board ~~are~~of ~~reviewed~~Directors approved ~~for~~the ~~impairment~~spin ~~whenever~~off ~~events~~its orWOD ~~changes~~business ininto ~~circumstances~~a ~~indicate~~wholly ~~that~~owned ~~the~~subsidiary, ~~carrying amount of an asset may not be recoverable~~WODI. InWODI ~~the~~manages ~~event~~project ~~that~~selection, ~~the~~qualification, ~~facts~~ financing and ~~circumstances~~long-term ~~indicate~~management ~~that~~of ~~the~~DBOO ~~cost~~service ofcontracts, ~~any~~including ~~long-lived~~ assets, ~~may~~contracts, beclients, ~~impaired~~investors, ~~an evaluation~~and ofstrategic ~~recoverability would be performed following generally accepted accounting principles~~partners.

~~F-13~~Going Concern

~~Depreciation expense~~The ~~during~~consolidated ~~the~~financial ~~year~~statements ~~ended~~are ~~December~~prepared ~~31,~~on ~~2023~~a ~~and~~going ~~2022,~~concern assuming ~~was~~continuing ~~$26~~operations. However,~~317~~ due to recurring losses and ~~$30~~limited cash resources,~~398,~~ ~~respectively~~the Company’s auditors have expressed substantial doubt about its ability to continue as a going concern.

~~Other~~To ~~Assets~~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.

~~Assets~~2. ~~Held~~Summary ~~for~~of ~~Sale~~significant –accounting ~~Continuing Operations~~policies

~~On March~~This 1,summary ~~2021,~~provides ~~the~~clarity ~~Company~~on ~~issued an aggregate of 630 shares of Series T Preferred Stock to an accredited investor (~~the ~~“Purchaser’’) per~~preparation ~~terms of a Securities Purchase Agreement (the “SPA”). Per the SPA, the Company agreed to sell to Purchaser,~~ and ~~Purchaser agreed~~presentation ~~to purchase from the Company, 630 shares~~ of ~~the Company’s Series T, and two-year cashless warrants to acquire 25,200,000 shares~~ of the Company’s ~~common~~consolidated ~~stock,~~financial ~~valued at $0~~statements.~~05 per~~ ~~share~~Management ~~per~~is ~~terms~~responsible offor ~~the~~their ~~SPA~~accuracy, ~~which~~integrity, ~~were~~and ~~exercisable at any time in whole or in part~~objectivity. The ~~purchaser and the Company agreed that in lieu of the purchase price for the Series T, the Purchaser transferred to the~~accounting ~~Company~~policies ~~real~~comply ~~property,~~ with angenerally ~~aggregate~~accepted ~~value~~accounting ~~agreed~~principles ~~to be $630,000 based on an appraisal from an international independent company at that time. The real property consisted of residential real estate~~ in ~~Buenos~~the ~~Aires~~United ~~Argentina~~States ~~valued at $580,000, and eight undeveloped lots valued at $50,000 in Terralta private neighborhood development. The real property exchanged for 630 shares~~ of ~~Series T~~America ~~was~~(“GAAP”) ~~recorded at $630,000~~ and ~~reflected~~are onapplied ~~the balance sheet as a long term asset for sale at that time~~consistently.

~~The real~~Principles ~~property was listed for sale beginning in July 2021. However, based on indicators~~ of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the asset for sale from $630,000 to $514,000 and recorded an impairment of $116,000 in the consolidated financial statements.consolidation

~~During the~~The ~~period~~consolidated ~~ended~~financial ~~December~~statements ~~31,~~include ~~2022, after evaluating several offers,~~ the ~~Company~~accounts ~~considered~~of ~~an offer for $400~~OriginClear,~~000, which was $114,000~~ ~~below~~Inc. ~~the previously adjusted value~~ and ~~was~~its ~~indicative~~subsidiaries: ~~of the real estate market conditions in Buenos Aires Argentina. Based on that indicator of impairment~~WODI, ~~during the year ended December 31~~PWT, ~~2022~~MWS, ~~the~~Water ~~Company~~on ~~further~~Demand ~~adjusted the previous value of the asset for sale from $514~~#1.,~~000 to~~ ~~$400,000 on the balance sheet~~ and ~~recorded~~OriginClear ~~an impairment of $114~~Technologies,~~000~~ ~~in the consolidated financial statements~~Ltd. All ~~Series~~material Tintercompany ~~preferred~~transactions ~~stock was converted~~ and ~~the~~balances ~~warrants~~are ~~associated~~eliminated ~~with~~in ~~the Series T expired during the period ended December 31, 2022~~consolidation.

~~In January 2023, the Company accepted the offer and on April~~ F-8, 2023, a deed was executed for the sale of the property for $400,000. The agreed upon payment terms were; $235,000 initial payment and the remaining $165,000 to be paid over fifteen monthly installments of $11,000 each. The initial payment was received by SMS Argentina (“SMS”), an accounting and consulting firm that was appointed by the Company as the Power of Attorney for the property. From the proceeds, SMS remitted taxes due on the transaction to the Federal Administration of Public Income (“AFIP”), which administers taxation in Argentina. On June 21, 2023, the Company received a payment of $164,935, net of all taxes assessed by AFIP and other closing fees associated with the sale of the property totaling $65,493 and recorded a receivable of $169,572 for the remaining amount on the consolidated financial statements as of June 30, 2023. Between July 1, 2023 through December 31, 2023, the Company received additional payments totaling $70,572. As of December 31, 2023, the balance of the receivable was $99,000 which is reflected on the consolidated financial statements.

~~Stock-Based~~Cash ~~Compensation~~and cash equivalents

The Company ~~periodically~~classifies ~~issues~~all ~~stock options~~highly ~~and~~liquid ~~warrants~~investments to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with ~~the authoritative guidance~~original ofmaturities ~~the Financial Accounting Standards Board whereas the value~~ of ~~the~~three ~~stock~~months ~~compensation~~or isless ~~based upon the measurement date~~ as ~~determined at~~cash ~~either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete~~equivalents. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants vest immediately and the total stock-based compensation charge is recorded in the period of the measurement date.

~~F-14~~Concentration risk

~~Accounting~~Cash ~~for~~balances ~~Derivatives~~

Filing Compare · ORIGINCLEAR, INC.