UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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FORM 8-K


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CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  May 1, 2020


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Energy and Water Development Corp.

(Exact name of registrant as specified in its charter)


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Florida

000-56030

30-0781375

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)


7901 4th St. N, Suite 4174

St. Petersburg, FL 33702

 (Address of Principal Executive Office) (Zip Code)


305-517-7330

(Registrant’s telephone number, including area code)



 (Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

None

 

None

 

None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  þ


If an emerging growth company, indicate by checkmark 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. ¨


 

 





 


  

Item 1.03   Receivership

 

On May 1, 2020, the Court entered a non-final order granting plaintiffs motion to appoint a receiver relating to the enforcement and collection of that certain Agreed Stipulation for Final Judgement in the case of Nick Norwood vs. Eurosport Active World Corp. and Ralph Hofmeier, Case Number 2010-058982-CA-09 filed in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida that was entered into by the parties in November 2013 in the total amount (as of that date) of $107,872. Melanie Damien, Esq. was appointed.

The Company has filed a Notice of Appeal with the Third District Court of Appeals.

 

Item 2.04   Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

 

The May 1, 2020 entry of a non-final order appointing a receiver over the Company’s assets may constitute an event of default under certain of the Company’s debt instruments, including institutional convertible promissory notes dated January 23, 2020, February 27, 2020, and April 15, 2020; which would result in an automatic increase and acceleration of the Company’s obligations thereunder.

Item 8.01   Other Events.

 

On March 4, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder. On March 25, 2020, the order was modified and superseded by a new SEC order (Release No. 34-88465), which provides conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak (the “SEC Order”). The SEC Order provides that a registrant subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, if certain conditions are satisfied.

 

COVID-19 is currently impacting countries, communities, businesses, and markets, as well as global financial markets. Although management cannot predict at this time what the impact of COVID-19 on the Company’s future financial condition, results of operations, or ability to obtain necessary financing will be, the Company, its consultants and advisors are being impacted by restrictions imposed due to COVID-19; specifically as a smaller reporting company, the Company already has limited financial and personnel resources. The Company’s limited management personnel are involved in other tasks and this is diverting management resources from completing the tasks necessary to file the March 31, 2020 10-Q by the original due date.

 

In reliance on the SEC Order, the Company believes it will be able to file the Form 10-Q on or before June 29, 2020, which is within the 45-day extension period allowed by the SEC Order.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, our future financial or business performance or strategies, results of operations or financial condition. These statements may be preceded by, followed by or include the words “may,” “might,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date they were made and involve a number of risks and uncertainties which may cause them to turn out to be wrong. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties (which are further disclosed in our periodic reports), as well as the possible impact of the COVID-19 pandemic on our business, employees, consultants, service providers, shareholders, investors and creditors, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

 






 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

Energy and Water Development Corp.

 

 

 

Dated: May 15, 2020

By: 

/s/ Ralph Hofmeier

 

Name:

Title:

 Ralph Hofmeier
President, Chief Executive Officer