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EX-31.2 - CERTIFICATION - Energy & Water Development Corp | eawd_ex31z2.htm |
EX-31.1 - CERTIFICATION - Energy & Water Development Corp | eawd_ex31z1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2020
¨ 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: 000-56030
ENERGY and WATER DEVELOPMENT CORP.
(Exact Name of Registrant as Specified in Its Charter)
Florida |
| 30-0781375 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
7901 4th Street N STE #4174, St Petersburg, Florida 33702
(Address of Principal Executive Offices, including Zip Code)
Tel No.: 305-517-7330
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | None | None |
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 þ 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 þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer þ | Smaller reporting company þ |
| Emerging growth company þ |
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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
The number of shares outstanding of the registrants classes of common stock as of June 15, 2020 was 100,620,350 shares.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Energy and Water Development Corp (the Company) that was filed with the U.S. Securities and Exchange Commission (the SEC) on June 30, 2020 (the Quarterly Report) is to add this Explanatory Note regarding our reliance on SEC Release No. 34-88465 (the SEC Order) issued by the SEC on March 25, 2020, under Section 36 of the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with the filing of the Quarterly Report. The SEC Order 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 by extending, subject to the conditions of the SEC Order, the filing deadline by up to 45 days for certain Exchange Act reports due on or before July 1, 2020.
As previously disclosed in the Companys Current Report on Form 8-K filed with the SEC on May 15, 2020, the Company determined to rely on the relief provided by the SEC Order to delay the filing of the Quarterly Report due to circumstances related to the COVID-19 pandemic.
The unprecedented global outbreak of COVID-19 caused the closing of the Companys offices and required the Companys internal staff, outside accountants, and independent registered public accounting firm to work remotely, resulting in the disruption of the Companys operations and business. The Company was therefore unable to timely prepare and file the Quarterly Report that was due May 15, 2020, and therefore the Company elected to rely on the conditional filing relief provided under the SEC Order.
No other changes have been made to the Quarterly Report, except that Part II, Item 6 of the Quarterly Report is also being amended to refer to the updated Exhibit Index that is included herein for the purpose of including abbreviated officer certifications that are being filed herewith. This Form 10-Q/A speaks as of the original filing date of the Quarterly Report and has not been updated to reflect events occurring subsequent to the original filing date.
EXHIBIT INDEX
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| Herewith |
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31.1 |
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31.2 |
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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, thereunto duly authorized.
| Energy and Water Development Corp. | |
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Date: July 2, 2020 | By: | /s/ Ralph Hofmeier |
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| Ralph Hofmeier |
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| President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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/s/ Ralph Hofmeier |
| President, Chief Executive Officer, Director, and |
| July 2, 2020 |
Ralph Hofmeier |
| Chairman (Principal Executive Officer) |
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/s/ Irma Velazquez |
| Chief Operating Officer (Principal Financial Officer and |
| July 2, 2020 |
Irma Velazquez |
| Principal Accounting Officer), Director and Vice-Chairman |
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