EUROSPORT ACTIVE WORLD CORP (Form: S-1, Received: 10/07/2015 17:25:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EUROSPORT ACTIVE WORLD CORPORATION

(Exact name of registrant as specified in its charter)

Florida	3585	65-0913886
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation)	Classification Code Number)	Identification No.)

2000 Ponce de Leon Blvd, 6 ^th Floor

Miami, Florida 33134

Tel. No.: 305 517 7330

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Copies to:

Clifford J. Hunt, Esquire

Law Office Of Clifford J. Hunt, P.A.

8200 Seminole Boulevard

Seminole, Florida 33772
Tel. No.: (727) 471-0444

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	þ

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered

Amount to be

Registered

Proposed

Maximum

Offering Price

Per Share (2)

Proposed

Maximum

Aggregate

Offering Price (2)

Amount of Registration Fee

Common stock, par value $0.001 par value per share (the “Common Stock”)(1)

21,692,348

0.10

2,185,234.80

220.05

(1) This registration statement covers the resale by our selling shareholders of up to 28,126,863 shares of Common Stock previously issued to such selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) and Rule 457(o) of the Securities Act on the basis of the closing bid price of the Common Stock of the registrant as reported on the OTC Pink Marketplace on October 7, 2015.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion, dated October 7, 2015

EUROSPORT ACTIVE WORLD CORPORATION

PROSPECTUS

21,692,348 Shares of Common Stock

The selling security holders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The common stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is common stock that are shares that have already been issued and are currently outstanding. We will not receive any proceeds from the sale of the common stock covered by this prospectus.

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The common stock to be sold by the selling shareholders as provided in the “Selling Shareholders” section is shares of our common stock, par value $0.001 per share (the “Common Stock”), that have already been issued and are currently outstanding. We will not receive any proceeds from the sale of the Common Stock covered by this prospectus.

Our common stock is currently quoted on the OTC Pink Market maintained by OTC Markets Group, Inc. under the symbol “ EAWD ”; however, our securities are currently highly illiquid, and subject to large swings in trading price, and are only traded on a sporadic and limited basis. As a result, you should not expect to be able to resell your common stock regardless of how we perform and, if you are able to sell your common stock, you may receive less than your purchase price.

Common Stock being registered in this registration statement may be sold by Selling Security Holders at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. On October 6, 2015, the closing price of our Common Stock was $3.00 per share.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are subject to reduced public company reporting requirements.

Investing in our Common Stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our Common Stock in “Risk Factors” beginning on page 4 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is October 7, 2015

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TABLE OF CONTENTS

	PAGE
Prospectus Summary	1
Cautionary Statement Regarding Forward Looking Statements	3
Risk Factors	4
Use of Proceeds	7
Determination of Offering Price	7
Dilution	8
Selling Shareholders	8
Plan of Distribution	10
Description of Securities	11
Transfer Agent and Registrar	13
Interests of Named Experts and Counsel	13
Description of Business	14
Description of Property	20
Legal Proceedings	20
Market for Common Equity and Related Shareholder Matters	21
Holders	21
Dividend Policy	22
Management Discussion and Analysis of Financial Condition and Results of Operations	22
Directors, Executive Officers, Promoters and Control Persons	33
Executive Compensation	35
Security Ownership of Certain Beneficial Owners and Management	36
Transactions with Related Persons, Promoters, and Certain Control Persons	37
Disclosure of Commission Position on Indemnification of Securities Act Liabilities	38
Where You Can Find Additional Information	39
Index to Financial Statements	40
Signatures	II-3

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Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “EAWC,” “EAWC Technologies,” “Eurosport Active,” “Eurosport” “Company,” “we,” “us” and “our” refer to Eurosport Active World Corporation or any of its subsidiaries.

Overview

The Company focuses on green sustainable solutions to generate and purify water, as well as the production and reproduction of energy. EAWC is already engaged in the promotion, development and commercialization of green technologies, mainly in Mexico & the State of California. The strong increased demand for water and energy around the world, the Company and its partners develop, manufacture, distribute and operate water generation, water purification, and green energy production (Waste to Energy) technologies. http://www.eawctechnologies.com

Company History

Eurosport Active World Corporation (the “Company”) (formerly Eagle International Holdings Group Inc. or “EIH”), was incorporated under the laws of the State of Florida on August 23, 2000. EIH was a shell entity that was in the market to merge with an operating company.

On March 17, 2008, EIH entered into an Agreement and Plan of Acquisition (the “Merger Agreement”) with Inko Sport America, LLC (“ISA”), a Florida privately-held limited liability company. In connection with the closing of the Merger Agreement, ISA merged with and into EIH effective May 7, 2008, with the filing of the Merger Agreement with the Florida Secretary of State.

Pursuant to the terms and conditions of the Merger Agreement:

	●	As a precondition of the consummation of the merger transaction, a reverse stock split of EIH common stock was consummated on a one for 1,000 basis pursuant to which each 1,000 outstanding shares of EIH common stock was converted into one share of Eurosport Active World Corp. common stock. After giving effect to the reverse stock split, the authorized capital stock of EIH immediately prior to the closing of the Merger Agreement consisted of one billion shares of EIH common stock, of which 106,214 shares (as a result of the reverse stock split) was issued and outstanding.

	●	After the reverse stock split, INKO agreed to acquire 100% of the ownership interest in EIH, in exchange for the issuance of 20,500,000 (approximately 99% of the issued and outstanding common stock of the Company).

	●	Concurrent with the closing of the Merger Agreement, 4,394,044 shares of common stock were issued to EIH’s majority shareholder and officer, Michael Farkas, for the satisfaction of obligations payable to him; and

	●	Immediately after the closing of the Merger Agreement, ISA merged with EIH, and adopted EAWC’s business plan and changed its name to Eurosport Active World Corp (“EAWC”). Further, upon completion of the merger, the prior officers and directors of EIH resigned and the current officers and directors of the Company were appointed to their positions.

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This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes.

ISA was a development stage company, incorporated on February 24, 2005. Through December 31, 2012, the Company had been primarily engaged in the promotion, development and commercialization of green technologies. In view of the increased demand of water and energy, the Company began to focus on water generation, water purification, and green energy production (Waste to Energy); acquiring and licensing the rights to sell and produce related technologies and securing through collaboration with Green Tech research and developments centers in Europe, the research and development, technical maintenance, education and training related to the technology.

Where You Can Find Us

Our principal executive offices are located at 2000 Ponce de Leon Blvd., 6 ^th Floor, Miami, Florida 33134. Our telephone number is 305-517-7330.

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

	●	A requirement to have only two years of audited financial statements and only two years of related MD&A;

	●	Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

	●	Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

	●	No non-binding advisory votes on executive compensation or golden parachute arrangements.

We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

For more details regarding this exemption, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies.”

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THE OFFERING

Securities Offered (1)		21,692,348 shares of the Company’s Common Stock

Common Stock Outstanding Before the Offering (2):		87,196,863

Common Stock Outstanding After the Offering (2):		87,196,863

Quotation of Common Stock		Our common stock is listed for quotation on the OTC Pink market under the symbol “EAWD”

Terms of the Offering: Termination of the Offering:		The selling shareholders will determine when and how they will sell the Common Stock offered in this prospectus. The offering will conclude upon the earliest of: (i) such time as all of the Common Stock has been sold pursuant to the registration statement of which this prospectus forms a part (the “Registration Statement”); or (ii) such time as all of the Common Stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.

Use of proceeds:		We are not selling any shares of the Common Stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of Common Stock covered by this prospectus.

Risk Factors:		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 4.

(1) Based on 87,196,863 shares of Common Stock outstanding as of October 7, 2015 .

(2) Does not include Common Stock underlying any convertible notes, warrant or option, including ones offered in this registration statement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this prospectus, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our Company and management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

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The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

RISK FACTORS

The shares of our Common Stock being offered are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the Common Stock. Before purchasing any of the shares of Common Stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our Common Stock.

Ricks Related to Our Business

OUR ABILITY TO CONTINUE, AS A GOING CONCERN IS IN SUBSTANTIAL DOUBT ABSENT OBTAINING ADEQUATE NEW DEBT OR EQUITY FINANCINGS.

Our continued existence is dependent upon us obtaining adequate working capital to fund all of our operations. Working capital limitations continue to impinge on our day-to-day operations, thus contributing to continued operating losses. Thus, if we are unable to raise funds to fund the research and development of our products, we may not be able to continue as a going concern and you will lose your investment.

IF WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR OPERATIONS.

The severe recession, freezing of the global credit markets may adversely affect our ability to raise capital in the future. If adequate additional financing is not available on reasonable terms or at all, we may not be able to undertake expansion, we may have to modify our business plans accordingly.

Even if we do find a source of additional capital, we may not be able to negotiate favorably terms and conditions for receiving the additional capital. Any future capital investments will dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our common stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICES OF RALPH HOFMEIER AND IRMA VELAZQUEZ. WITHOUT THEIR CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.

We are presently dependent to a great extent upon the experience, abilities and continued services of Ralph Hofmeier, our President and Chief Executive Officer Irma Velazquez, our COO.

WE EXPECT SIGNIFICANT COMPETITION FOR OUR PRODUCTS AND SERVICES.

Many of our competitors and potential competitors are well established and have substantially greater financial, research and development, technical, manufacturing and marketing resources than we have today. If these larger competitors decide to focus on the development of distributed power or cogeneration, they have the manufacturing, marketing and sales capabilities to complete research, development and commercialization of these products more quickly and effectively than we can. There can also be no assurance that current and future competitors will not develop new or enhanced technologies or more cost-effective systems, and therefore, there can be no assurance that we will be successful in this competitive environment.

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INTERNATIONAL REGULATION MAY ADVERSELY AFFECT OUR PLANNED PRODUCT SALES

As a part of our marketing strategy, we plan to market and sell our products internationally. In addition to regulation by the U.S. government, those products will be subject to environmental and safety regulations in each country in which we market and sell. While we have already received regulatory approval in some countries including Mexico and India, we anticipate that regulations will vary from country to country and will vary from those of the United States. The difference in regulations and the laws of foreign countries may be significant and, in order to comply with the laws of these foreign countries, we may have to implement manufacturing changes or alter product design or marketing efforts. Any changes in our business practices or products will require response to the laws of foreign countries and will result in additional expense to the Company and either reduce or delay product sales.

THE OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

Since our shares are thinly traded on the OTC Pink Markets, the offering price of $3.00 per share for the shares of common stock was arbitrarily determined. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value; assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

Risks Related to Our Common Stock

WE WILL BE SUBJECT TO THE “PENNY STOCK” RULES WHICH WILL ADVERSELY AFFECT THE LIQUIDITY OF OUR COMMON STOCK.

The Securities and Exchange Commission, or the SEC, has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. We expect the market price of our common stock will be less than $5.00 per share and therefore we will be considered a “penny stock” according to SEC rules. This designation requires any broker-dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares should one develop.

BECAUSE DIRECTORS AND OFFICERS CURRENTLY AND FOR THE FORESEEABLE FUTURE WILL CONTINUE TO CONTROL EAWC, IT IS NOT LIKELY THAT YOU WILL BE ABLE TO ELECT DIRECTORS OR HAVE ANY SAY IN THE POLICIES OF EAWC.

Our shareholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring shareholder approval will be decided by majority vote. The directors and officers of EAWC beneficially own approximately 57.34% of our outstanding common stock. Due to such significant ownership position held by our insiders, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.

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In addition, sales of significant amounts of shares held by our officer and directors, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.

SINCE WE INTEND TO RETAIN ANY EARNINGS FOR DEVELOPMENT OF OUR BUSINESS FOR THE FORESEEABLE FUTURE, YOU WILL LIKELY NOT RECEIVE ANY DIVIDENDS FOR THE FORESEEABLE FUTURE.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

A SIGNIFICANT NUMBER OF OUR SHARES WILL BE ELIGIBLE FOR SALE AND THEIR SALE OR POTENTIAL SALE MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

Sales of a significant number of shares of our common stock in the public market could harm the market price of our common stock. This prospectus 21,692,348 shares of our common stock, which represents approximately [25%] of our current issued and outstanding shares of our common stock. As additional shares of our common stock become available for resale in the public market pursuant to this offering, and otherwise, the supply of our common stock will increase, which could decrease its price.

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH UNITED STATES CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company, which will negatively affect our business operations.

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.

Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

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WE ARE NOT REQUIRED TO FILE PROXY STATEMENTS PURSUANT TO THE SECURITIES EXCHANGE ACT of 1934, WHICH MAY IMPEDE YOUR ABILITY TO OBTAIN INFORMATION ABOUT OUR BUSINESS AND OPERATIONS.

Upon effectiveness of this registration statement we will be subject to Section 15(d) of the Exchange Act unless we file a Form 8A to register our common stock under Section 12 of the Securities Exchange Act of 1934. Pursuant to section 15(d) we are not required to file proxy statements. Proxy statements may be useful to investors in assessing corporate business decisions such as how management is paid and potential conflict-of-interest issues with auditors. Proxy statements may include but are not limited to:

	●	Voting procedure and information;

	●	Background information about the company's nominated directors including relevant history in the company or industry, positions on other corporate boards, and potential conflicts of interest;

	●	Board compensation;

	●	Executive compensation, including salary, bonus, non-equity compensation, stock awards, options, and deferred compensation. Also, information is included about perks such as personal use of company transportation, travel, and tax gross-ups. Many companies will also include pre-determined payout packages if an executive leaves the company; and

	●	Who is on the audit committee, as well as a breakdown of audit and non-audit fees paid to the auditor;

We are subject to section 15(d) of the Exchange Act. We may never file a Form 8A to register our common stock under Section 12 of the Securities Exchange Act of 1934. If we do not file a Form 8A, we are not required to file proxy statements and it may impede your ability to obtain information about our business and operations which may have a negative effect on your investment.

USE OF PROCEEDS

We will not receive any proceeds from the sale of Common Stock by the selling shareholders. All of the net proceeds from the sale of our Common Stock will go to the selling shareholders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution”. We have agreed to bear the expenses relating to the registration of the Common Stock for the selling shareholders.

DETERMINATION OF OFFERING PRICE

The offering price of the shares of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

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The selling stockholders will offer common stock at the prevailing market prices or privately negotiated price. The offering price of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our common stock may not trade at market prices in excess of the offering price as prices for common stock in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DILUTION

The shares of Common Stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section are shares of Common Stock that are currently issued. Accordingly, there will be no dilution to our existing shareholders.

SELLING SHAREHOLDERS

The shares of Common Stock being offered for resale by the selling shareholders consist of 21,692,348 shares.

The following table sets forth the names of the selling shareholders, the number of shares of Common Stock beneficially owned by each of the selling shareholders as of October 7, 2015 and the number of shares of Common Stock being offered by the selling shareholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling shareholders may offer all or part of the shares for resale from time to time. However, the selling shareholders are under no obligation to sell all or any portion of such shares nor are the selling shareholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling shareholders.

NAME	SHARES BENEFICIALLY OWNED PRIOR TO OFFERING		SHARES TO BE OFFERED		AMOUNT BENEFICIALLY OWNED AFTER OFFERING		PERCENT BENEFICIALLY OWNED AFTER OFFERING			POSITIONOFFICE OR OTHER MATERIAL RELATIONSHIP TO THE COMPANY WITHIN LAST THREE YEARS
Linda Anderson		187,857		187,857		0		0	%	Outsider investor
Archstone Capital (1)		2,500,000		2,500,000		0		0	%	Outsider investor
Adam Brinckman		8,000		8,000		0		0	%	Outsider investor
Philip Carson		2,500		2,500		0		0	%	Outsider investor
David Chambovey		76,924		76,924		0		0	%	Outsider investor
Ashley Chipman		30,000		30,000		0		0	%	Outsider investor
Tiffany Chipman		30,000		30,000		0		0	%	Outsider investor
Joseph Dedek		12,500		12,500		0		0	%	Outsider investor
Albert Dossa		4,975		4,975		0		0	%	Outsider investor
Roland Feger		268,246		268,246		0		0	%	Outsider investor
Douglas Flaute		20,000		20,000		0		0	%	Outsider investor
Kathleen Forrester		1,334		1,334		0		0	%	Outsider investor
Rick Fuerstenau		4,000		4,000		0		0	%	Outsider investor
Mark George		182,500		182,500		0		0	%	Outsider investor
Hans V. Glattli		240,000		240,000		0		0	%	Outsider investor

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Green Dimension Ltd. (2)	271,667	271,667	%	Outsider investor
Julian Hamburger	1,500	1,500	%	Outsider investor
David Hawkins	30,683	30,683	%	Outsider investor
Thomas Hewitt	20,000	20,000	%	Outsider investor
Corey Hoffman	100,000	100,000	%	Corporate Legal Counsel
Eugene Hunt	16,000	16,000	%	Outsider investor
Mark Johnson	20,000	20,000	%	Outsider investor
George Jordan	8,000	8,000	%	Outsider investor
Avi Keinan	50,000	50,000	%	Outsider investor
Keystone Ventures (3)	466,783	466,783	%	Outsider investor
Jeffrey Lagrew	10,000	10,000	%	Outsider investor
Christian Lherisson	1,236,669	1,236,669	%	Outsider investor
Ti mothy Meisner	25,000	25,000	%	Outsider investor
Mayan Metzler Leicht	23,333	23,333	%	Outsider investor
Guy Me rezky	5,000	5,000	%	Outsider investor
Dominique Morand	42,345	42,345	%	Outsider investor
Ilona Muenzer	23,530	23,530	%	Outsider investor
Li San Ong	366,782	366,782	%	Outsider investor
Ana Beatrice Oregano	19,141	19,141	%	Service Provider
Clyde Parks	300,000	300,000	%	Outsider investor
Frank Petrusnek	7,500	7,500	%	Outsider investor
Andreas Rasmussen	40,000	40,000	%	Outsider Investor
Jaqueline Richardson	2,500	2,500	%	Outsider investor
Laurent Roten	60,000	60,000	%	Outsider investor
Frederieke Shoute	15,000	15,000	%	Outsider investor
William Schrader	5,000	5,000	%	Outsider investor
Lloyd Telfort	25,000	25,000	%	Outsider investor
Michael Thieren	11,000	11,000	%	Outsider investor
Jean Luis Toffel	80,000	80,000	%	Outsider investor
John Vandenberghe	300,000	300,000	%	Outsider investor
Yaron Weinberg	20,000	20,000	%	Outsider investor
Paul Westhof	50,000	50,000	%	Outsider investor
Tigertail Real Estate (4)	20,000	20,000	%	Service Supplier
Lherisson Viridiana/ AGI Funding	5,084,468	5,084,468	%	Outsider investor
Andrea Hofmeier	8,000,000	8,000,000	%	Ralph Hofmeier´s Divorced Wife
Patricia Elias	20,000	20,000	%	Service Supplier
Pierre Alain Frey	14,050	14,050	%	Service Supplier
Mark George	50,000	50,000	%	Outsider investor
Ana Beatrice Dominguez	18,561	18,561	%	Service Supplier
Corey Hoffman	315,000	315,000	%	Corporate Legal Counsel
Chris Jessenberger	108,000	108,000	%	Service Supplier
Diego Andres Lherisson	10,000	10,000	%	Service Supplier
Leticia V. de Meerettig	50,000	50,000	%	Service Supplier
Mike & Leticia Meerettig	25,000	25,000	%	Service Supplier
ORMA, S.A. Switzerland (6)	150,000	150,000	%	Equipment Supplier
Pillow Hog Ventures (7)	510,000	510,000	%	Service Supplier
Andreas Rassmussen	36,000	36,000	%	Service Supplier
Tina Reine	60,000	60,000	%	Service Supplier

(1)

Ibrahim Almagarby has voting and dispositive power over Archstone Capital.

(2)

Jaqueline Yung] has voting and dispositive power over Keystone Ventures

(3)

Sagi Green has voting and dispositive power over Green Dimension Ltd.

(4)

Tony Scarnavacca as voting and dispositive power over Tigertail Real Estate

(5)

Benjamin Leuenberger has voting and dispositive power over ORMA, S.A.

	(6)	Matthew Chipman has voting and dispositive power over Pillow Hog Ventures.

	(1)	Based on 87,196,863 shares of Common Stock issued and outstanding as of October 7, 2015.

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PLAN OF DISTRIBUTION

This prospectus is to be used by the Selling Security Holders in connection with a potential resale by certain Seller Security Holders of up to an aggregate of 21,692,348 shares of the registrant’s Common Stock.

The common stock held by the selling stockholders may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The sale of the selling stockholders’ common stock offered by this prospectus may be affected in one or more of the following methods:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	settlement of short sales entered into after the effective date of the Registration Statement of which this prospectus is a part;

	●	in transactions through broker-dealers that agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

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	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

	●	a combination of any such methods of sale; or

	●	any other method permitted pursuant to applicable law.

The selling shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

In addition, the selling shareholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling shareholders. The selling shareholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. None of the selling shareholders are broker-dealers or affiliates of broker dealers. We will advise the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act

The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling shareholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling shareholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling shareholders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $50,000.

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

DESCRIPTION OF SECURITIES

Authorized Capital and Preferred Stock

Our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.001 per share and 500,000,000 shares preferred stock, par value $0.001 per share. As of October 7, 2015, there were 87,196,863 shares of common stock outstanding.

Common Stock

The following is a summary of the material rights and restrictions associated with our common stock.

Each share of Common Stock shall have one (1) vote per share for all purposes. Our Common Stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Holders of shares of Common Stock are not entitled cumulative voting for electing members of the Board. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Florida for a more complete description of the rights and liabilities of holders of the Company’s securities.

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Preferred Stock

Of the 500,000,000 shares of preferred stock authorized, there are no shares issued or outstanding.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

The Company does not currently have any warrants issued or outstanding.

Options

On January 2, 2012, the Company’s Board of Directors approved the creation of the 2012 Non-Qualified Stock Option Plan (the “2012 Plan”). The 2012 Plan provides for the issuance of incentive stock options to designated employees, certain key advisors and non-employees members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to 5,000,000 shares of the Company’s common stock.

A summary of information regarding the Company’s common stock options outstanding is as follows:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2012		2,200,000	$	0.10		8
Issued		-		-		-
Exercised		-		-		-
Outstanding at December 31, 2013		2,200,000		0.10		7
Issued		-		-		-
Exercised		-		-		-
Outstanding at December 31, 2014		2,200,000	$	0.10		6
Issued		-		-		-
Exercised		-		-		-
Outstanding at June 30, 2015		2,200,000	$	0.10		5.5

The above outstanding options were granted to a former Company executive. Of these options, 1,240,000 shares were vested and exercisable at December 31, 2012. During the years ended December 31, 2014 and 2013and the six months ended June 30, 2015, the Company recognized stock-based compensation expense of approximately $12,000, $12,000 and $6,000, respectively, related to stock options. The weighted-average grant date fair value of each option was estimated to approximate $.05 using the Black Scholes valuation methodology. As of December 31, 2014 and June 30, 2015, there was approximately $24,000 and $18,000, of total unrecognized compensation costs related to non-vested stock options, which is to be recognized over the next 1.5 years.

The fair value of stock options granted of $0.05 per share was calculated using the Black-Scholes option pricing model based on the following assumptions; risk free interest rate of 1.89%, expected volatility of 317.38%, expected option terms of 9.08 years and no expected dividend yield.

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Expected volatility is based on historical volatility of the Company and other comparable companies. Short Term U.S. Treasury rates were utilized. The expected term of the options was calculated using the alternative simplified method permitted by SAB 107, which defines the expected life as the average of the contractual term of the options and the weighted average vesting period for all option tranches.

The following table summarizes the activity of non-vested employee stock options:

	Number of Non-Vested Shares		Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2012		960,000	$	48,000
Granted		-		-
Vested		240,000		12,000
Forfeited		-		-
Outstanding at December 31, 2013		720,000		36,000
Granted		-		-
Vested		240,000		12,000
Forfeited		-		-
Outstanding at December 31, 2014		480,000	$	24,000
Granted		-		-
Vested		120,000		6,000
Forfeited		-		-
Outstanding at June 30, 2015		360,000	$	18,000

Transfer Agent and Registrar

Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, NJ 07601, Phone: (201) 820-2008, Fax: (201) 820-2010.

Listing

Our common stock is currently quoted on the OTC Pink Market under the symbol “ EAWD ”; however, our securities are currently highly illiquid, and subject to large swings in trading price, and are only traded on a sporadic and limited basis. On October 7, 2015, the last reported sale price per share for our common stock as reported was $3.00.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements as of December 31, 2014 and 2013 and each of the years then ended included in this prospectus and the registration statement have been audited by Mallah Furman to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The validity of the issuance of the Common Stock hereby will be passed upon for us by Law Office of Clifford J. Hunt, P.A. 8200 Seminole Boulevard Seminole, Florida 33772.

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DESCRIPTION OF BUSINESS

Overview

The Company focuses on green sustainable solutions to generate and purify water, as well as the production and reproduction of energy. EAWC is primarily engaged in the promotion, development and commercialization of green technologies. In light of the increased demand for water and energy around the world, the Company and its partners develop, manufacture, distribute and operate water generation, water purification, and green energy production (Waste to Energy) technologies. http://www.eawctechnologies.com

Company History

Merger Agreement

On March 17, 2008, EIH entered into an Agreement and Plan of Acquisition (the “Merger Agreement”) with Inko Sport America, LLC (“ISA”), a Florida privately held Limited Liability Company. In connection with the closing of the Merger Agreement, ISA merged with and into EIH effective May 07, 2008, with the filing of the Merger Agreement with the Florida Secretary of State.

Pursuant to the terms and conditions of the Merger Agreement:

	●	As a precondition of the consummation of the merger transaction, a reverse stock split of EIH common stock was consummated on a one for 1,000 basis pursuant to which each 1,000 outstanding shares of EIH common stock was converted into one share of EAWC common stock. After giving effect to the reverse stock split, the authorized capital stock of EIH immediately prior to the closing of the Merger Agreement consisted of one billion shares of EIH common stock, of which 106,214 shares (as a result of the reverse stock split) was issued and outstanding with former EIH shareholders.

	●	After the reverse stock split, the merged companies ISA & EIH will operate under the name of Eurosport Active World Corp (EAWC) and issuance of 20,500,000 (approximately 99% of the issued and outstanding common stock of the Company).

	●	Concurrent with the closing of the Merger Agreement, 4,394,044 shares of common stock were issued to EIH’s majority shareholder and officer, Michael Farkas, for the satisfaction of obligations payable to him; and

	●	Immediately after the closing of the Merger Agreement, EAWC adopted ISA’s business plan and changed its name to Eurosport Active World Corp (“EAWC”). Further, upon completion of the merger, the prior officers and directors of EIH resigned and the current officers and directors of the Company were appointed to their positions.

This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes.

ISA was a development stage company, incorporated on February 24, 2005 in the State of Florida. Through December 31, 2012, the Company had been primarily engaged in the promotion, development and commercialization of green technologies. In view of the increased demand of water and energy, the Company began to focus on water generation, water purification, and green energy production (Waste to Energy); acquiring and licensing the rights to sell and produce related technologies and securing through collaboration with Green Tech research and developments centers in Europe, the research and development, technical maintenance, education and training related to the technology.

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Agreements with Swiss Water Tech Research and Development S.A.

Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the "Technology Transfer and License Agreement") for a period of ten years with Swiss Water Tech Research & Development S.A. (“SWATE”), an entity owned and controlled by the Company's Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. Since the Company has not generated revenues, during 2013 the Company accrued the minimum fee of approximately $542,000 in accordance with the terms of the agreement. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

As part of the exclusive Technology Transfer and License Agreement, on February 1, 2013, the Company was required to pay a non-refundable front-end fee of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock, valued at $1.00 per share. During 2013, the Company recognized amortization expense in the amount of $550,000. On December 31, 2013 the Company evaluated the unamortized asset for impairment and determined that due to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized value of the front-end fee of $5,450,000

Effective February 1, 2013, the Company also entered into an International Service Contract with SWATE (the "SWATE Service Contract"). Under this agreement, SWATE will provide operations management, engineering and technical services to the Company. The SWATE Service Contract has a term of five years, and provides for a monthly service fee of $35,000 plus out-of-pocket expenses.

SWATE is a Swiss research and development company with access to patent and certain scientific and technical resources. As a result of the above agreements, the Company has a variable implicit interest in SWATE, however it is not its primary beneficiary, does not provide any explicit or implied financial support and therefore does not consolidate SWATE's financial statements in its consolidated financial statements.

Other Acquisitions

During 2012, the Company agreed to issue an aggregate of 25,300,000 shares of common stock in connection with its acquisitions of Powermax Energy & Business Solution, Inc. (“Powermax Energy”), Powermax Green Technologies, LLC (“Powermax Green Technologies”), Green Environmental Management LLC (“GEM”); Swiss Green Solutions, Srl (“Swiss Green Solutions”) and International Supply & Support-African Sunlight-Solstrom (“African Sunlight”). The latter entities were inactive and except for “African Sunlight” were acquired from current officers and directors of the Company; consequently, any net assets acquired were recorded at a nominal amount, which approximated the transferor’s historical cost basis.

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During 2013, the Company issued common stock pursuant to its 2012 acquisition of Swiss Green Solutions, a corporation originally organized in Switzerland. In connection with this acquisition the Company acquired all of the ownership interest in Swiss Green Solutions in exchange for 8,000,000 shares of the Company's common stock valued at par. The Company acquired Swiss Green Solutions to secure design patent No. 138'065 for the Solar Power Water Purification System and all related technical designs and materials.

During 2013, the Company issued common stock pursuant to its 2012 acquisition of African Sunlight, a corporation originally organized in Norway. In connection with this acquisition the Company acquired all of the ownership interest in African Sunlight in exchange for 50,000 shares of the Company's common stock valued at $1 per share. The Company acquired African Sunlight to secure a vendor accreditation that allows the Company to supply green technologies to the United Nations members.

Powermax Energy & Business Solution, Inc. is 100% owned by Ralph Hofmeier, the CEO of EAWC. The Company secured the licensee rights for the core technologies for water and energy products from the patent owners of the technologies, AQUA SOCIETY GmbH, Germany. With the license, EAWC has the right to sell, manufacture and develop the core technologies of water and energy equipment for ninety-nine years across the world. In certain countries like Mexico, Latin America and the United Sates, EAWC was granted exclusive rights from Powermax. With the acquisition of Swiss Green Solution, a Swiss entity owned by Irma Velazquez the COO of EAWC, EAWC will complete the water equipment technologies with a Swiss water purification concept based on Swiss Solar technology. Swiss Green Solution already has a stronghold in Mexico and has become the Exclusive Regional distributer of EAWC in Latin America.

The acquisition of Powermax Green Technologies LLC gave EAWC access to a strong sales force and agents in around the globe. With distribution and agents in more than 30 countries, EAWC has the ability to sell and distribute its products around the world. To date, this sales network already brought in five projects, with a value of more than $170 million. These five projects are in the early stages of development, while the Company conducts feasibility studies and seeks financing approval. We expect that one of these five projects, taking place in Mexico, will be approved in October 2015 and we received our first order valued at approximately $18 million.

With the 50% acquisition of Green Environmental Management (GEM) from Texas, EAWC has direct access to several Swiss and US Universities for environmental studies and support. GEM was owned to 50% from Irma Velazquez. EAWC was already a 50% owner of GEM and just took over 100% of GEM.

Our Vision

The mission of EAWC is to provide sustainable energy systems based on high efficiency and renewable sources as well as smart grid and storage solutions. Through a combination of the AquaTech, EnergyTech and Waste management assisted technologies, it is possible to create a completely self-sufficient energy generation and water production system, which can be used at the same time to meet the potable water requirements as well as the electrical energy needs of businesses, communities and entire States like California.

EAWC is promoting green technology solution through its large network of distributers and agents worldwide. EAWC engages in patented German, Swiss & US technologies such as: Atmosphere Water Generators (AWGs), CO2-free energy production (Steam Energy Generators), Plasma-assisted gasification & sterilizations systems, Solar-powered Water Purification Systems, as well in solar and wind energy solutions (own developments)

Today EAWC has a network of proprietary technology, technology transfer agreements and technology representation agreements that cover nearly every aspect of renewable energy and water supply.

The Company maintains a partnership with a Swiss Water Tech Research & Development Centre as well as with highly recognized European and American Engineering Universities. The post-sales technical assistance, maintenance, training and education are delivered in a synergistic package that is enhanced by these relationships.

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One of the key unique selling features and capabilities of the Company is the combination of the different disciplines of water, energy and waste management. EAWC Technologies offers closed loop elemental recycling systems that safely destroy waste and produces commodity products.

The EAWC- WtE system achieves this without producing harmful, noxious or dangerous by-products, effluents or emissions. The materials fed into the process are in actual feed -stocks, once regarded as waste. The departments of our Company are broken down below:

Atmosphere Water Generators (AWGs) & Aqua Mission Systems

The AWGs produce pure potable water from the air´s humidity. The system produces sufficient quantities of portable water even in very dry and hot climate conditions. AWG plants can be scaled to almost any size, community and/or population. Atmosphere Water Generators are largely used in Asia and African countries. The main producers for AWGs, which are based on dehumidifying, come from China. Almost every US based AWG brand is supplied by manufacturers in China. EAWC uses 80 year proven German technology for condensate water from the air based on A/C technology. This concept allows a higher performance and larger quantity of water because of the use of high amounts of air. With the tech-agreement with Swiss Water Tech, S.A. (SWATE), a company 100% owned by Irma Velazquez and Ralph Hofmeier, SWATE developed specially for the California market the OCTAGON AWG system. This system is based on the German patent for AWG Tech from AQUA SOCIETY GmbH, Germany. EAWC has the rights for ninety-nine years to use the German technology. The developed OCTAGON model line is different in size from the standard AM water generator line. The OCTAGON is energy self-sufficient and can condense unlimited amounts of water out of the atmosphere. SWATE allowed EAWC the use of this development, which can be used in many other countries around the world that deal with issues of water scarcity. EAWC plans to introduce the OCTAGON to the U.N. in the last fiscal quarter of 2016, with the hopes of supplying it to large refugee camps around the world in need of fresh water. The first deployment of the OCTAGON will be at the second fiscal quarter of 2016 in California to supply the water needed to farmers.

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The AWGs work by first inhaling large volumes of air, then cooling the air down to the dew point, and finally collecting, filtering and mineralizing the resulting condensed water. Through this process, pure drinking water is created that meets the quality standards of the World Health Organization (WHO). In regions with high temperatures and high humidity levels, a single machine can generate up to 50,000 liters or 15,000 gallons of water per day. The OCTAGON line starts at 150,000 gallons and can expanded the water supply to ONE acre-feet/day. The module system of the OCTAGON system allows EAWC to supply entire City`s like Las Vegas (Nevada) or Mumbai (India) with fresh drinking water in energy free and relative small operation. EAWC can expect the OCTAGON system will become the main seller with large demand worldwide as soon the first one is deployed in Mexico and California.

Solar Power Water Purification Systems

EAWC Technologies was created to respond to the growing need of drinking water and proposes a water purification solution utilizing solar, photovoltaic energy and, when applicable, a mini- windmill or an alternate source of renewable energy. The system is ready to be built from SWATE and delivered on demand. The first unit will be placed in California as part of a pilot program, along with the AWG model lines, OCTAGON & AM.

Seawater, lake water, river water or stagnant water is passed through several stages of purification and treatment until it is rendered drinkable as per World Health Organization standards. In the case of sea or stagnant water, we recommend a treatment via reverse osmosis membranes, which permits the retention of dissolved solids and results in obtaining water of drinking quality. If the water being treated emanates from lakes or rivers, we recommend treatment via an ultrafiltration membrane which functions by retaining suspended materials such as colloids, viruses and bacteria. The systems proposed by EAWC Technologies are containerized and contain all equipment necessary to function in a perfectly autonomous fashion, notably due to a system of automatic cleansing, which can be accessed from a distance via satellite or Internet. Moreover, the machines also use available, renewable energy sources such as solar or wind. The system is proven from SWATE and certified, ready to be deployed on demand.

Steam Energy Generators

In a world where the goal of zero carbon factories, cities and economies is a priority for individuals, corporations and governments, the Energy Module offers zero carbon power generation in a simple, economical and reliable system.

The waste heat given off in industrial processes in the low-temperature range (up to 100°C) constitutes an energy potential in all industrialized countries that is substantially untapped. EAWC Technologies offers a novel process for generating electric current from low-temperature heat, thereby capturing the potential from this lost heat produced in many industrial processes to be capitalized. In addition to its potential using wasted heat sources, the process can also utilize heat from other sources for the generation of electricity, including solar energy, geothermal heat, or technically conditioned waste heat flows from power stations and combined heat and power (CHP) plants. Through the specific utilization of low-temperature heat for the generation of electricity, a major worldwide contribution can be made in reducing the consumption of fossil energy resources and cutting CO2 emissions. The system is patented and owned from AQUA SOCIETY GmbH, Germany. EAWC has the rights, worldwide, to sell the proven technology. On sale already for over five years in Germany, EAWC’s exclusive distributor is in the process of obtaining $16 million of financing necessary to build a prototype installation, which is scheduled to become operational in early 2016. The facility will not only be used to demo the technology to potential suppliers but will also generate revenue through the sale of generated electricity.

Plasma Converter System (PCS)

One of the primary strengths and capabilities of the Company is the synergistic combination of the complimenting disciplines of water, energy and waste management. EAWC Technologies offers a closed-loop elemental recycling system that safely destroys waste and produces commodity products. The EAWC WtE system achieves this without producing harmful, noxious or dangerous by-products, effluents or emissions. The materials fed into the process are actual feed stocks, once regarded as wastes.

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The PCS is a gas converter ionizes to become an effective electrical conductor and produces a lightning-like arc of electricity that is the source of intense energy transferred to the waste material as radiant energy. The arc in the plasma plume within the vessel can be as high as 30,000°F or 16,650°C.

The PCS is an electrochemical system powered by electricity that causes the dissociation (breaking apart) of the molecular bonds of solid, liquid and gaseous compounds or materials of both hazardous and nonhazardous wastes (feedstock) organic and inorganic. Within the PCS, the molecules of the waste material are separated into their elemental components (atoms), and then reformed into recoverable nonhazardous commodity products ready for commercial use.

The PCS process is not a burning operation within incinerator. The PCS is igniting ionized gas from electric spark like in a neon light bulb. Patent the first time in 1804 in Germany, the gasification system was widely used in Europe till the mid 1940. The “Synthetic Gas” produced out of the organic/carbon based material can be used to power an internal combustion engine or a turbine to run an electrical generator. Today, over 400 gasification plants to process wastes are in use. Mostly in Europe, the gas is used to produce electricity or clean fuel. (www.gasification.org)

The Plasma Converter is computer controlled and easy to use. It operates at normal atmospheric pressure, safely by quietly generating sustainable power. Significant valuable resources can be created from the use of the Plasma Converter. For example, 1,000 tons-per-day of waste that is processed by a typical large municipality can be harnessed emission free and converted safely into syngas. The operation’s daily output of syngas can be used to produce millions of cubic feet of valuable hydrogen gas. In a typical 1000 tons-per-day operation, the 7.8 million Plasma Converter could pay for itself in well under two years. Here’s how: Landfill usage “Tipping Fees” run from an average $35 to over $100 per ton in high population areas. These costs, along with hauling fees, could be reduced by up to $75 per-ton / per-day by Plasma-Converting the waste and selling the electric, water, gas, and solid by-products, instead of paying the costs of a landfill.

Plasma Assisted Sterilization Process

The Plasma Arc Flow™ is a patented technology that converts most liquid waste into a clean fuel called Syngas. It works by moving the target liquid waste through a submerged electric arc between two electrodes. The arc decomposes the liquid molecules into atoms and forms a plasma around the tips of the electrodes. At about 10,000°F / 5,500 °C the plasma arc flow moves the plasma away from the electrodes and controls the formation of “Syngas” that rises to the surface for collection. This US certified and Patent technology intended solely to sterilize target liquid wastes such as sewage, agricultural wastes or any effluent where eliminating bacteriological activity is beneficial to convert the waste liquid into a fertilizer and/or irrigation water. These results of processing toxic liquid are completely sterilized (US Lab proven). EAWC has the sole rights granted to sell the technology in Mexico.

Worldwide Partnerships and Business opportunities

EAWC already has agents and dealers strategically placed around the world. The Company has sales points in Switzerland, Mexico and Miami. The Company also has dealers located in Las Vegas Nevada, India, Pakistan, Canada, Australia, Colombia, Nepal and Kenya. In total, we work with 34 agents and distributers promote and sell EAWC technologies. Their compensation is commission-based.

With agents located around the world, the Company intends to have a presence in all the most important markets in the world in need of Energy, Fresh water and Waste to Energy Solutions.

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Competition

The atmospheric water generator and water purification and bottled water industries are highly competitive. Our main competitors at this time are Ambient Water (AWGI), Quest Water (QWTR) and Westinghouse Plasma Technology. This market segment includes numerous manufacturers, distributors, marketers, and retailers that actively compete for the business of consumers both in the United States and abroad. In addition, the market is highly sensitive to the introduction of new products and technologies that may rapidly capture a significant share of the market. As a result, our ability to remain competitive depends in part upon its successful introduction and consumer acceptance of new products. Although our products bear our own exclusive branding, we expect that the competition will intensify in the future, since our competitors can and may duplicate similar products or services to those offered by us.

Government Regulation

The manufacturing, processing, testing, packaging, labeling and advertising of the products that we sell may be subject to regulation by one or more U.S. federal agencies, including the Food and Drug Administration, the Federal Trade Commission, the Community Supported Agriculture in North America, the United States Department of Agriculture, the Environmental Protection Agency, the standards provided by the United States Public Health Authority and the World Health Organization for drinking water. These activities may also be regulated by various agencies of the states, localities and foreign countries in which consumers reside. Currently, the Company’s products are not subject to any governmental regulation although it is possible that the FDA may choose to regulate the quality of water produced from atmospheric water generating machines.

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

Employees

As of October 15, 2015, we currently have 2 full time employees. Over time, we may be required to hire employees or engage independent contractors in order to execute various projects necessary to grow and develop the business. These decisions will be made by our officers and directors, if and when appropriate. We work with approximately 34 agents and brokers around the world to promote the Company and sell our technologies. These agents and brokers are independent contractors and are compensated solely based on commission.

DESCRIPTION OF PROPERTY

Our principal executive office is located at 2000 Ponce de Leon Blvd., 6 ^th Floor, Miami, Florida 33134. Our telephone number is (305) 517-7330.

LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our Common Stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

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MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Price Range of Common Stock

Our common stock is currently quoted on the OTC Pink Market maintained by OTC Markets Group, Inc. under the symbol “ EAWD ”. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

On October 7 , 2015, the last sales price per share of our Common Stock on the OTC Pink was $3.00.

Penny Stock

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

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

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

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

Holders

As of October 7, 2015 we had 609 record holders of our common stock, holding 87,196,863 shares of common stock.

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Dividends

Securities authorized for issuance under equity compensation plans

Not applicable.

FINANCIAL STATEMENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition for the six months ended June 30, 2015 and 2014 and the fiscal years ended December 31, 2014 and 2013 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Registration Statement. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Forward-Looking Statements.”

Overview

The mission of EAWC is to provide sustainable energy systems based on high efficiency and renewable sources as well as smart grid and storage solutions. Through a combination of the AquaTech, EnergyTech and Waste management assisted technologies, we believe it is possible to create a completely self-sufficient energy generation and water production system, which can be used at the same time to meet the potable water requirements as well as the electrical energy needs of communities.

EAWC plans to promote, develop, manufacture and commercialize green technologies. EAWC engages in patented technologies such as: Atmosphere Water Generators (AWGs), CO2-free energy production (Steam Energy Generators), Plasma-assisted gasification & sterilizations systems, Solar-powered Water Purification Systems, as well as solar and wind energy solutions.

Critical Accounting Policies and Estimates

Our consolidated financial statements included elsewhere in this prospectus are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the following critical accounting policies involve a greater degree of judgment and complexity than our other accounting policies. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Use of Estimates

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates which are particularly significant to the consolidated financial statements include estimates relating to the determination of impairment of assets, the useful life of property and equipment, the determination of the fair value of stock-based payments, and the recoverability of deferred income tax assets.

Income taxes

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

Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We make these estimates and judgments about our future taxable income that are based on assumptions that are consistent with our future plans. As of June 30, 2015, we had recorded a full valuation allowance on our U.S. net deferred tax assets because we expect that it is more likely than not that our deferred tax assets will not be realized in the foreseeable future. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted.

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Stock-Based Payments

The Company accounts for transactions in which services are received in exchange for stock based on the fair value of such services received from non-employees, in accordance with ASC 505-50, “Equity Based Payments to Non-employees.”

The Company follows ASC 718, “Compensation – Stock Compensation”, in accounting for its stock based payments. This standard states that compensation cost or the value of stock issued for services is measured at the grant date based on the value of the stock granted and is recognized over the vesting or service period.

Recent Accounting Pronouncements

Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future consolidated financial statements. The following are a summary of recent accounting developments.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810)—Amendments to the Consolidation Analysis (“ASU 2015-02”)”, which provides guidance on evaluating whether a reporting entity should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. A reporting entity may apply the amendments using a modified retrospective approach or a full retrospective application. The Company is currently evaluating the impact, if any, that adopting ASU 2015-02 will have on its consolidated financial statements.

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In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (“ASU 2014-09”)”. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue-recognition requirements in ASC Topic 605, “Revenue Recognition”, and most industry-specific guidance throughout the industry topics of the accounting standards codification. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently evaluating the approach for implementation and the potential impact of adopting this guidance on its consolidated financial statements.

There were various other accounting standards and interpretations issued in 2014, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows.

Results of Operations

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

Comparison of the fiscal year ended December 31, 2014 and December 31, 2013

Revenue

For the fiscal years 2014 and 2013, we generated no revenue.

General and Administration Expense

General and Administration expense decreased $6,546,198 (84.7%) to $1,185,318 for the year ended December 31, 2014 from $7,731,516 for the year ended December 31, 2013. This decrease was attributable to the following:

There were decreases in the following items:

	●	$6,000,000 ($550,000 for amortization of intangibles and $5,450,000 for impairment loss) decrease associated with an exclusive Technology Transfer Agreement and License Agreement with Swiss Water Tech Research & Development S.A (SWATE) entered into on February 1, 2013, wherein the Company was required to pay a non-refundable initial license fee of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock, valued at $1.00 per share. The value of the licensed technology rights acquired was recorded as an intangible asset and scheduled for amortization over the ten-year life of the Technology Transfer and License Agreement. During 2013, the Company amortized $550,000. On December 31, 2013 the Company evaluated the unamortized asset for impairment and determined that due to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized value of the licensed technology rights of $5,450,000.

	●	$542,020 (100.0%) for royalty fees as a result of an agreement by SWATE to suspend fees for 2014 and 2015.

	●	$47,304 (20.1%) for professional fees as a result of several agreements to produce technical tools for /of the technologies.

	●	$25,437 (69.0%) for advertising and other selling and marketing activities as a result of agreements to participating in Green Tech Fares, and Developing Multimedia advocacy tools.

	●	$60,200 (39.8%) for other general and administrative expenses.

Which were partially offset by increase in the following items:

	●	$35,000 (9.1%) for management fees as a result of contractual increases,

	●	$80,758 (100.0%) for bad debt as a result of collection uncertainties associated with advances related to the Mexican project,

	●	$3,006 (6.2%) for travel and entertainment expenses, which is considered negligible, and

	●	$10,000 (100.0%) for research and development expenses as a result of the Waste to Energy concept further development.

Interest Expense and other expenses

Interest expense and other expenses increased $2,747 (51.9%) to $8,096 for the year ended December 31, 2014 from $5,349 for the year ended December 31, 2013, which is considered negligible.

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Net loss

Net Loss decreased $6,543,451 (84.7%) to $1,193,414 for the year ended December 31, 2014 from $7,736,865 for the year ended December 31, 2013. This decrease was attributable to the decrease in general and administrative expenses, as discussed above.

Liquidity and Capital Resources

We had cash and cash equivalents of $0 and working capital deficit of $2,061,033 at December 31, 2014. Our operating and capital requirements in connection with supporting our operations will continue to be significant to us. Since inception, our losses from operations and working capital requirement were satisfied through the deferral of payment for services performed by our founders and related party’s discussed more fully below.

We have sustained operational losses since our inception. At December 31, 2014, we had an accumulated deficit of $12,359,323. The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable as this is dependent upon the reduction of certain expenses, success in obtaining project contracts among other things. These conditions raise substantial doubt about the entity’s ability to continue as a going concern.

We also satisfied our cash and working capital requirements in 2014 and 2013, primarily through the sale of common stock.

Cash Flows for the Year Ended December 31, 2014

Cash Flows from Operating Activities

Operating activities used net cash for the year ended December 31, 2014 of $506,285. Our net loss, when adjusted by various items which impact net loss but do not impact cash during the period, such as issuance of warrants or stock for services and for depreciation and amortization, resulted in a net loss adjusted by noncash items of $939,460 which was partially offset by changes in operating assets and liabilities which provided cash of $433,175 as follows:

	●	$96 provided by a decrease in prepaid expenses, which is considered negligible,

	●	$144,638 provided by increased accounts payable and accrued expenses as a result of increased outstanding vendor balances,

	●	$8,158 provided by affiliates increased in outstanding balances, which is considered negligible, and

	●	$280,283 provided by officers as a result of deferred compensation payments.

Cash Flows used in Investing Activities

Our investing activities used $80,958 in net cash during the year ended December 31, 2014 as a result of advances related to the Mexican project..

Cash Flows from Financing Activities

Our financing activities provided $579,125 in net cash as a result of the following:

	●	$26,750 provided by advances under stock subscriptions,

	●	$5,000 used to repurchase common shares, and

	●	$557,375 provided from the sale of common stock.

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Financial Position

Total Assets – Our total assets decreased $23,211 or 35.1% from $66,154 as of December 31, 2013 to $42,943 as of December 31, 2014. $4,996 of the decrease is the result of depreciation of fixed assets. $10,000 of the decrease is the result of amortization of other assets. The remaining decrease is associated with current assets and is discussed as follows.

Current Assets – The net decrease in current assets of $8,215 was primarily associated with a decrease in cash of $8,118 as a result of the net use of cash for operational activities and a $97 decrease in prepaid expenses and other current assets, which is negligible.

Material Commitments

Technology Transfer and License Agreement with SWATE

Effective February 1, 2013, the Company entered into a ten year Technology Transfer and License Agreement with SWATE. In accordance with the Technology Transfer and License Agreement, if the Company generates revenue as a result of the products and licenses related to the agreement, the Company is to pay SWATE an annual fee stipulated in the agreement plus 5% of revenue generated. If revenue is not generated, future minimum royalty fees are as follows: during the first year: $542,000; during the second year: $1,000,000; and during the third and succeeding years: $2,000,000. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

Employment Agreements

The Company entered into employment agreements with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively the “Employment Agreements”), effective January 1, 2012. Under the Employment Agreements, the Company will pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of $125,000 during the first year and $150,000 during the second year and forward. Any increase to the annual base salary after the second year is subject to approval by the Company’s Board of Directors. The Employment Agreements each has initial terms of ten (10) years and is automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew.

Related Party Transactions

Due to officers

Amounts due to officers as of December 31, 2014 and 2013 are comprised of the following:

	2014		2013
Ralph Hofmeier:
Unsecured advances due to officer	$	24,161	$	40,280
Accrued salaries		425,000		275,000
Total due to Ralph Hofmeier		449,161		315,280
Irma Velazquez:
Unsecured advances due to officer		40,109		43,707
Accrued salaries		425,000		275,000
Total due to Irma Velazquez		465,109		318,707
	$	914,270	$	633,987

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

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Accrued salaries represent amounts accrued in accordance with the employment agreements for the Company’s Chief Executive Officer and Chief Operating Officer.

Due to affiliate

Due to affiliate is comprised of the following as of December 31, 2014 and 2013:

	2014		2013
Swiss Water Tech Research and Development, S.A.:
Royalty fees under Technology Transfer and License Agreement	$	-	$	136,278
International Service Contract fees		529,436		385,000
	$	529,436	$	521,278

Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the “Technology Transfer and License Agreement”) for a period of ten years with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Company’s Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates revenue as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. Since the Company has not generated revenues, during 2013 the Company accrued the minimum fee of approximately $542,000 in accordance with the terms of the agreement. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

As part of the exclusive Technology Transfer and License Agreement, on February 1, 2013, the Company was required to pay a non-refundable front-end fee of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock, valued at $1.00 per share. The value of the licensed technology rights acquired was recorded as an intangible asset and scheduled for amortization over the ten year life of the Technology Transfer and License Agreement. During 2013, the Company recognized amortization expense in the amount of $550,000. On December 31, 2013 the Company evaluated the unamortized asset for impairment and determined that due to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized value of the front-end fee of $5,450,000.

Effective February 1, 2013, the Company also entered into an International Service Contract with SWATE (the “SWATE Service Contract”). Under this agreement, SWATE will provide operations management, engineering and technical services to the Company. The SWATE Service Contract has a term of five years, and provides for a monthly service fee of $35,000, plus out-of-pocket expenses. During 2014 and 2013, the Company has accrued $420,000 and $385,000, respectively, pursuant to this agreement.

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On April 1, 2013, the Company signed an agreement with SWATE, which authorizes SWATE to collect on behalf of the Company, payments made by investors on sales of Company stock. According to the agreement, the proceeds collected by SWATE can be used by SWATE to pay down amounts due from the Company for royalties and or service fees pursuant to the above agreements. During the years ended December 31, 2014 and 2013, SWATE collected and applied against amounts due from the Company approximately $120,400 and $305,600 respectively from amounts received from investors.

SWATE is a Swiss research and development company with access to patent and certain scientific and technical resources. As a result of the above agreements, the Company has a variable implicit interest in SWATE, however it is not its primary beneficiary, does not provide any explicit or implied financial support and therefore does not consolidate SWATE’s financial statements in its consolidated financial statements.

Due from affiliate

During 2014, the Company advanced funds to its affiliate, EAWC Tecnologias Verdes, S.A. The amounts advanced of $80,758, including interest, have been offset by an allowance for doubtful collection since the affiliate does not currently have the ability to generate revenues or repay the Company.

Going Concern Qualification

We have incurred significant losses and cash used in operations, and such losses and use of cash are expected to continue. Our Independent Registered Public Accounting Firm has included a "Going Concern Qualification" in their report for the fiscal years ended December 31, 2014 and 2013. In addition, we have negative working capital. The foregoing raises substantial doubt about our ability to continue as a going concern. Management's plans include seeking additional capital or debt financing. There is no guarantee that additional capital or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to us. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The "Going Concern Qualification" might make it substantially more difficult to raise capital.

Results of Operations

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

Comparison of the six months ended June 30, 2015 and June 30, 2014

Revenue

For the six months ended June 30, 2015 and 2014, we generated no revenue, as the Company was primarily engaged in research and development efforts during this period. In addition, we were completing the registration and testing of our combination of technologies and arranging customer-financing packages to facilitate the commercialization and purchase of our product.

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General and Administration Expense

General and Administration expense increased $8,127 (1.3%) to $628,647 for the six months ended June 30, 2015 from $620,520 for the six months ended June 30, 2014. This increase was deemed nominal overall but was attributable to the following:

There were increases in the following items:

	●	$11,247 (7.6%) for professional fees as a result of moderately increased financial consulting expenses associated with a performance contract, and

	●	$46,456 (100.0%) for bad debt as a result of collection uncertainties associated with advances related to the Mexican project.

Which were partially offset by decreases in the following items:

	●	$8,319 (31.6%) for travel and entertainment expenses due to timing of business needs,

	●	$3,667 (59.8%) for advertising and marketing expenses which is considered a negligible amount, and

	●	$37,590 (60.0%) for other general and administrative expenses, primarily as a result of a $42,000 non-recurring claim settlement in 2014, which was partially offset by a $6,000 increase in office expenses in 2015.

Interest Expense/Income

Interest expense decreased $4,249 (103.8%) to $157 income for the six months ended June 30, 2015 from $4,092 expense for the six months ended June 30, 2014, which is considered a negligible amount.

Net loss

Net Loss increased $3,878 (0.6%) to $628,490 for the six months ended June 30, 2015 from $624,612 for the six months ended June 30, 2014. This decrease is considered nominal overall but was attributable to the decrease in general and administrative expenses, as discussed above.

Liquidity and Capital Resources

We had cash and cash equivalents of $8,704 and working capital deficit of $1,985,957 at June 30, 2015. Our operating and capital requirements in connection with supporting our operations will continue to be significant to us. Since inception, our losses from operations and working capital requirement were satisfied through the deferral of payment for services performed by our founders and related party’s discussed more fully below.

We have sustained operational losses since our inception. At June 30, 2015, we had an accumulated deficit of $12,987,813. The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable as this is dependent upon the reduction of certain expenses, success in obtaining project contracts among other things. These conditions raise substantial doubt about the entity’s ability to continue as a going concern.

Historically, we have satisfied our cash and working capital requirements in 2015 and 2014, primarily through the sale of our common stock, however, in July 2015, our exclusive Mexican distributor EAWC Tecnologias Verdes SA de CV., engaged in a project to create a prototype Waste to Energy prototype plant (12Mw/h Power Generation Plant in the State of Chiapas. Mexico The project is in its final stage of obtaining the necessary financing. Once completed, the prototype plant will be used to demonstrate the technology in an effort to sell additional projects and to generate positive cash flow from sale of generated electricity.

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Cash Flows for the Six Months Ended June 30, 2015

Cash Flows from Operating Activities

Operating activities used net cash for the six months ended June 30, 2015 of $272,023 Our net loss, when adjusted by various items which impact net loss but do not impact cash during the period, such as issuance of warrants or stock for services and for depreciation and amortization, resulted in a net loss adjusted by noncash items of $504,650 which was partially offset by changes in operating assets and liabilities which provided cash of $201,628 as follows:

	●	$9,251 used by a decrease in prepaid expenses, as a result of a deposit on a service agreement,

	●	$34,446 provided by increased accounts payable and accrued expenses as a result of increased outstanding vendor balances,

	●	$71,594 provided by affiliates increased in outstanding balances, and

	●	$135,839 provided by officers as a result of deferred compensation payments.

Cash Flows used in Investing Activities

Our investing activities used $46,456 in net cash during the six months ended June 30, 2015, for advances to affiliates.

Cash Flows from Financing Activities

Our financing activities provided $327,183 in net cash as a result of the following:

	●	$42,000 provided by advances under stock subscriptions, and

	●	$285,183 provided by the sale of common stock.

Financial Position

Total Assets – Our total assets increased $201,571 or 469.4% from $42,943 as of December 31, 2014 to $244,514 as of June 30, 2015. As part of the overall increase in total assets,

	●	fixed assets decreased $2,634 as a result of $7,634 in depreciation, which was partially offset by $5,000 in additions,

	●	other assets decreased $5,000 as a result of amortization, and

●

the remaining increase of $209,205 is associated with current assets and is discussed as follows.

Current Assets – The net increase in current assets of $209,205 was primarily associated with the full prepayment in common stock issued for a $255,000 performance based service agreement, net of amortization along with a decrease in cash of $8,704 as a result of the net use of cash for operational activities.

Material Commitments

Technology Transfer and License Agreement with SWATE

Employment Agreements

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Related Party Transactions

Due to officers

Amounts due to officers as of June 30, 2015 and December 31, 2014 are comprised of the following:

	2015		2014
Ralph Hofmeier:
Unsecured advances due to officer	$	7,726	$	24,161
Accrued salaries		500,000		425,000
Total due to Ralph Hofmeier		507,726		449,161
Irma Velazquez:
Unsecured advances due to officer		42,383		40,109
Accrued salaries		500,000		425,000
Total due to Irma Velazquez		542,383		465,109
	$	1,050,109	$	914,270

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

Accrued salaries represent amounts accrued in accordance with the employment agreements for the Company’s Chief Executive Officer and Chief Operating Officer.

Due to affiliate

Due to affiliate is comprised of the following as of June 30, 2015 and December 31, 2014:

	2015		2014
Swiss Water Tech Research and Development, S.A.
Royalty fees under Technology Transfer and License Agreement	$	-	$	-
International Service Contract fees		601,030		529,436
	$	601,030	$	529,436

Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the “Technology Transfer and License Agreement”) for a period of ten years with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Company’s Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates revenue as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

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Effective February 1, 2013, the Company also entered into an International Service Contract with SWATE (the “SWATE Service Contract”). Under this agreement, SWATE will provide operations management, engineering and technical services to the Company. The SWATE Service Contract has a term of five years, and provides for a monthly service fee of $35,000, plus out-of-pocket expenses. During the six months ended June 30, 2015 and 2014, the Company accrued $210,000 and $210,000, respectively.

On April 1, 2013, the Company signed an agreement with SWATE, which authorizes SWATE to collect on behalf of the Company, payments made by investors on sales of Company stock. According to the agreement, the proceeds collected by SWATE can be used by SWATE to pay down amounts due from the Company for royalties and or service fees pursuant to the above agreements. During the six months ended June 30, 2015 and the year ended year ended December 31, 2014, SWATE collected and applied against amounts due from the Company approximately $0 and $120,400 respectively from amounts received from investors.

SWATE is a Swiss research and development company with access to patents and certain scientific and technical resources. As a result of the above agreements, the Company has a variable implicit interest in SWATE, however it is not its primary beneficiary, does not provide any explicit or implicit financial support and therefore does not consolidate SWATE’s financial statements in its condensed consolidated financial statements.

Due from affiliate

During the six months ended June 30, 2015 and the year ended December 31, 2014, the Company advanced funds to its affiliate, EAWC Tecnologias Verdes, S.A de C V. The amounts advanced of $46,456 and $80,758, respectively, have been offset by an allowance for doubtful collection since the affiliate does not currently have the ability to generate revenues or repay the Company. However, in July 2015, the Mexican exclusive distributor EAWC Tecnologias Verdes SA de CV., engaged in a project to create a prototype Waste to Energy prototype plant (12Mw/h Power Generation Plant in the State of Chiapas in Mexico. The project is in a final stage of obtaining the necessary financing. Once completed, the prototype plant will be used to demonstrate the technology in an effort to sell additional projects and to generate positive cash flow from sale of generated electricity.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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

Name	Age	Principal Positions With Us
Mr. Ralph Hofmeier	54	Chief Executive Officer and Chairman of the Board of Directors
Ms. Irma Velazquez	49	Chief Operating Officer and Vice-Chairman of the Board of Directors

Set forth below is a brief description of the background and business experience of our director and executive officer for the past five years.

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Mr. Ralph Hofmeier, 54, has a Mechanical engineering background, during the past five years, He has worked in companies such as Powermax Energy & Business Solutions Inc; where from 2003 to 2008 performed the position of President of the Incorporation. Further merger of the company with Eurosport Active World Corp; from 2008 to up today he has performed the role of Chief Executive Officer of Eurosport Active World Cop. Mr. Hofmeier speaks German and English .

Over the last 20 years, Mr. Hofmeier has established and developed several multinational companies in green tech distribution and commercialization. With solid track record of investment and financial joint ventures, Mr. Hofmeier brings a clear vision of Business development, Investor relations and joint ventures to the Company. His vast multicultural experience throughout the European and the American Continents provides EAWC with a strong homologation of synergies and a solid portfolio of green technologies.

Ms. Irma Velazquez, 49, brings to the Company her certified expertise of sustainable development and emerging technologies, along with her extensive experience and managerial skills on large-scale project management. Ms. Velazquez work from 1997 to 2010 in United Nations performing the positions of Information Technology Manager, Sustainable Development Manager and Programme Manager, leading strategic development and execution of corporate vision for operations, communications, and marketing. From 2010 to 2012 worked for the International Federation of the Red Cross and Crescent Societies (IFRC) as a Disaster & Crisis Management Coordinator, where She demonstrated the ability to govern complex programs and organizations, which drove development and implementation of business plans, operational structures, processes, and procedures. From 2012 to up today Ms. Velazquez has performed the role of Chief Operations Officer of Eurosport Active World Corp. She has a solid track record of driving improvements in finance, operations, and HR processes, resulting in greater efficiency and cost control. Ms. Velazquez with a Master in Sciences is an expert in diplomatic negotiations and proven experience on building positive relationships with government entities, agencies, and partners. Ms. Velazquez speaks French, English and Spanish.

Family Relationships

Mr. Hofmeier and Ms. Velazquez are married.

Involvement in Certain Legal Proceedings

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

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

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

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

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

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

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

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Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Term of Office

Our directors hold office until a successor is elected and qualified or until earlier of resignation, removal from office or death

Board Committees

Our Board of Directors has no separate committees and our Board of Directors acts as the audit committee and the compensation committee. We do not have an audit committee financial expert serving on our Board of Directors.

Shareholder Communications

Although we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at 2000 Ponce de Leon Blvd., 6 ^th Floor, Miami, Florida 33134, Attention: Corporate Secretary, or by facsimile (305) 443-6624. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid or accrued by us to our Chief Executive Officer, Chief Operating Officer and each of our other officers for the years ended December 31, 2014 and 2013.

Name and Principal Position	Year		Salary ($)		All Other Compensation ($)		Total ($)

Ralph Hofmeier (1)		2014		150,000		-		150,000
Chief Executive Officer		2013		150,000		-		150,000
Irma Velazquez (2)		2014		150,000		-		150,000
Chief Operating Officer		2013		150,000		-		150,000

(1) Pursuant to an employment agreement dated January 1, 2012.

(2) Pursuant to an employment agreement dated January 1, 2012.

Outstanding Equity Awards at Fiscal Year-End Table

There are no outstanding equity awards.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of our voting stock beneficially owned, as of October 7, 2015 by (i) those persons known by Eurosport to be owners of more than 5% of Eurosport common stock, (ii) each director, (iii) our Named Executive Officer, and (iv) all executive officers and directors as a group:

	Common Stock (1)
Name and Address of Beneficial Owner	No. of Shares		% of Class
*Directors and Officers*
Mr. Ralph Hofmeier (2)		25,000,000		28.67	%
Ms. Irma Velazquez		25,000,000		28.67	%
All officers and directors as a group (two persons)		50,000,000		57.34	%

*5% Security Holders:*
Swiss Water Tech Research & Development		6,274,515		7.196	%
Viridiana Lherisson		5,084,468		5.831	%

(1)	Applicable percentages are based on 87,196,863 shares outstanding, adjusted as required by rules of the SEC. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, Eurosport believes that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

(2)	Ralph Hofmeier is the record holder of 25,000,000 shares of common stock. Irma Velazquez, the wife of Ralph Hofmeier is the record holder of 25,000,000 shares of common stock. Andrea Hofmeier, the divorced wife (2012) of Ralph Hofmeier, is the record holder of 8,000,000 shares of common stock.

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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Due to officers

Amounts due to officers as of December 31, 2014 and 2013 are comprised of the following:

	2014		2013
Ralph Hofmeier:
Unsecured advances due to officer	$	24,161	$	40,280
Accrued salaries		425,000		275,000
Total due to Ralph Hofmeier		449,161		315,280
Irma Velazquez:
Unsecured advances due to officer		40,109		43,707
Accrued salaries		425,000		275,000
Total due to Irma Velazquez		465,109		318,707
	$	914,270	$	633,987

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

Accrued salaries represent amounts accrued in accordance with the employment agreements for the Company’s Chief Executive Officer and Chief Operating Officer (See Note 10).

Due to affiliate

Due to affiliate is comprised of the following as of December 31, 2014 and 2013:

	2014		2013
Swiss Water Tech Research and Development, S.A.:
Royalty fees under Technology Transfer and License Agreement	$	-	$	136,278
International Service Contract fees		529,436		385,000
	$	529,436	$	521,278

As part of the exclusive Technology Transfer and License Agreement, on February 1, 2013, the Company was required to pay a non-refundable front-end fee of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock, valued at $1.00 per share. The value of the licensed technology rights acquired was recorded as an intangible asset and scheduled for amortization over the ten-year life of the Technology Transfer and License Agreement. During 2013, the Company recognized amortization expense in the amount of $550,000. On December 31, 2013 the Company evaluated the unamortized asset for impairment and determined that due to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized value of the front-end fee of $5,450,000.

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SWATE is a Swiss research and development company with access to patent and certain scientific and technical resources. As a result of the above agreements, the Company has a variable implicit interest in SWATE, however it is not its primary beneficiary, does not provide any explicit or implied financial support and therefore does not consolidate SWATE’s financial statements in its consolidated financial statements.

Due from affiliate

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Florida corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by this prospectus. For purposes of this section, the term registration statement means the original registration statement and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules thereto as permitted by the rules and regulations of the SEC.

For further information about our common stock, and us you should refer to the registration statement, including the exhibits this prospectus summarizes provisions that we consider material of certain contracts and other documents to which we refer you. Because the summaries may not contain all of the information that you may find important, you should review the full text of those documents. The registration statement, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1-202-551-8909. Copies of such materials are also available by mail from the Public Reference Branch of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a website at (http://www.sec.gov) from which interested persons can electronically access the registration statement, including the exhibits and schedules to the registration statement.

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Financial Statements

Eurosport Active World Corp.

December 31, 2014 and 2013

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Eurosport Active World Corp.

FINANCIAL STATEMENTS

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		Page

Audited Financial Statements as of and for the Years Ended December 31, 2014 and 2013

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets as of December 31, 2014 and 2013		F-2

Consolidated Statements of Operations for the years ended December 31, 2014 and 2013		F-3

Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2014 and 2013.		F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013		F-5

Notes to Consolidated Financial Statements		F-6

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Eurosport Active World Corp.
Miami, Florida

We have audited the accompanying consolidated balance sheets of Eurosport Active World Corp. as of December 31, 2014 and 2013, and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Eurosport Active World Corp. as of December 31, 2014 and 2013, and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has incurred accumulated operating losses since inception, has incurred operating losses in 2014 and 2013 and has working capital deficits at the end of 2014 and 2013, respectively. These conditions raise a substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Fort Lauderdale, Florida
July 22, 2015

mallahfurman.com

Brickell Bay Office Tower 1001 Brickell Bay Drive, Suite 1400, Miami, Florida 33131 Phone: 305.371.6200 Fax: 305.371.8726

Royal Palm at Southpointe 900 South Pine Island Road, Suite 110, Ft. Lauderdale, Florida 33324 Phone: 954.475.3199 Fax: 954,472,4500

Member American Institute of Certified Public Accountants ● Florida Institute of Certified Public Accountants ● JHI International

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Eurosport Active World Corp.
Consolidated Balance Sheets

	December 31,
	2014			2013

ASSETS
CURRENT ASSETS:
Cash	$	-		$	8,118
Prepaid expenses and other current assets		1,498			1,595
TOTAL CURRENT ASSETS		1,498			9,713

PROPERTY AND EQUIPMENT, NET		15,745			20,741
OTHER ASSETS, NET		25,700			35,700

TOTAL ASSETS	$	42,943		$	66,154

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	496,075		$	530,565
Due to affiliate		529,436			521,278
Due to officers		914,270			633,987
Stock subscribed		122,750			204,600
TOTAL CURRENT LIABILITIES		2,062,531			1,890,430

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, no shares issued or outstanding in 2014 and 2013		-			-
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 75,506,308 and 74,713,192 shares issued and outstanding in 2014 and 2013, respectively		75,506			74,713
Additional paid in capital		10,264,229			9,266,920
Accumulated deficit		(12,359,323	)		(11,165,909	)
TOTAL STOCKHOLDERS' DEFICIT		(2,019,588	)		(1,824,276	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	42,943		$	66,154

See accompanying notes to the consolidated financial statements.

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Eurosport Active World Corp
Consolidated Statements of Operations

	For the Years Ended December 31,
	2014			2013

REVENUES	$	-		$	-

COST OF REVENUES		-			-

GROSS PROFIT		-			-

GENERAL AND ADMINISTRATIVE EXPENSES
Royalty fees		-			542,020
Management fees		420,000			385,000
Officers salaries and payroll taxes		322,950			322,950
Professional fees		188,097			235,402
Bad debt		80,758			-
Travel and entertainment		51,126			48,120
Amortization of intangibles		10,000			560,000
Advertising and other selling and marketing		11,421			36,858
Research and development		10,000			-
Impairment of front-end fee related to Technology Transfer and License Agreement (Note 7)		-			5,450,000
Other general and administrative expenses		90,966			151,166
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES		1,185,318			7,731,516

LOSS FROM OPERATIONS		(1,185,318	)		(7,731,516	)

OTHER EXPENSE
Interest expense, net		3,929			5,349
Other expense		4,167
TOTAL OTHER EXPENSE		8,096			5,349

LOSS BEFORE TAXES		(1,193,414	)		(7,736,865	)

TAXES		-			-

NET LOSS	$	(1,193,414	)	$	(7,736,865	)

Loss per share - Basic and diluted	$	(0.02	)	$	(0.11	)

Weighted average number of shares outstanding - Basic and diluted		74,883,681			67,594,221

See accompanying notes to the consolidated financial statements.

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Eurosport Active World Corp.
Consolidated Statement of Changes in Stockholders' Deficit
For the Years Ended December 31, 2014 and 2013

	Preferred Stock				Common Stock						Additional Paid-in			Accumulated			Total Stockholders'
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit

BALANCE AT JANUARY 1, 2013		-	$	-		55,940,665		$	55,941		$	2,874,052		$	(3,429,144	)	$	(499,051	)

Stock issued to officer for 2012 acquisition of Swiss Green Solutions		-		-		8,000,000			8,000			(8,000	)		-			-
Stock issued to finance company in contemplation of financing		-		-		3,000,000			3,000			(3,000	)		-			-
Stock issued to affiliate pursuant to Technology Transfer and License Agreement		-		-		6,000,000			6,000			5,994,000			-			6,000,000
Stock issued for 2012 acquisition of African Sunlight		-		-		50,000			50			49,950			-			50,000
Sale of common stock		-		-		1,689,916			1,689			314,283			-			315,972
Stock issued for services		-		-		32,611			33			33,635			-			33,668
Options vesting to former officer		-		-		-			-			12,000			-			12,000
Net Loss		-		-		-			-			-			(7,736,865	)		(7,736,865	)
BALANCE AT DECEMBER 31, 2013		-		-		74,713,192			74,713			9,266,920			( 11,165,909	)		(1,824,276	)

Sale of common stock		-		-		3,531,713			3,532			662,442			-			665,974
Stock issued for services		-		-		146,000			146			145,854			-			146,000
Stock issued to settle liabilities		-		-		215,403			215			178,913			-			179,128
Cancellation of stock issued to finance company in contemplation of financing		-		-		(3,000,000	)		(3,000	)		3,000			-			-
Repurchase of common stock for cash		-		-		(100,000	)		(100	)		(4,900	)		-			(5,000	)
Options vesting to former officer		-		-		-			-			12,000			-			12,000
Net Loss		-		-		-			-			-			(1,193,414	)		(1,193,414	)
BALANCE AT DECEMBER 31, 2014		-	$	-		75,506,308		$	75,506		$	10,264,229		$	(12,359,323	)	$	(2,019,588	)

See accompanying notes to the consolidated financial statements.

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Eurosport Active World Corp.

Consolidated Statements of Cash Flows

	For the Years Ended December 31,
	2014			2013

CASH FLOW FROM OPERATING ACTIVITIES:
NET LOSS	$	(1,193,414	)	$	(7,736,865	)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATIONS:
Depreciation and amortization		15,196			565,094
Bad debt expense		80,758			-
Impairment of front-end fee related to Technology Transfer and License Agreement		-			5,450,000
Common stock issued for services		146,000			15,107
Options vesting to former officer		12,000			12,000
Changes in operating assets and liabilities:
Prepaids and other current assets		96			(1,594	)
Accounts payable and accrued expenses		144,638			306,525
Due to affiliate		8,158			521,278
Due to officers		280,283			336,585
Other assets		-			(700	)
Net cash used in operating activities		(506,285	)		(532,570	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Advances to affiliate		(80,758	)		-
Purchases of furniture and equipment		(200	)		(25,742	)
Proceeds from sale of fixed assets		-			1,368
Net cash used in investing activities		(80,958	)		(24,374	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on notes		-			(5,095	)
Advances on stock subscribed		26,750			204,600
Proceeds from the sales of common stock		557,375			325,222
Repurchase of common stock		(5,000	)		-
Net cash provided by financing activities		579,125			524,727

NET CHANGE IN CASH		(8,118	)		(32,217	)
CASH AT THE BEGINNING OF THE YEAR		8,118			40,335
CASH AT THE END OF THE YEAR	$	-		$	8,118

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:	$	-		$	-
Income taxes	$	-		$	-
Interest
NON-CASH INVESTING AND FINANCING TRANSACTION:
Stock issued for the acquisition of related company	$	-			8,000
Stock (canceled) issued to finance company	$	(3,000	)	$	3,000
Stock issued to affiliate pursuant to technology transfer and license agreement	$	-		$	6,000,000
Common stock issued to settle liabilities	$	179,128

See accompanying notes to the consolidated financial statements.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements

Note 1. Incorporation, Reverse Merger and Nature of Operations

Eurosport Active World Corp. (formerly Eagle International Holdings Group Inc.") (the "Company" or "EIH"), was incorporated under the laws of the State of Florida on August 23, 2000. The Company was a shell entity that was in the market to merge with an operating company.

On March 17, 2008, EIH entered into an Agreement and Plan of Acquisition (the "Merger Agreement") with Inko Sport America, LLC ("ISA"), a Florida privately-held limited liability company. In connection with the closing of the Merger Agreement, ISA merged with and into EIH effective May 07, 2008, with the filing of the Merger Agreement with the Florida Secretary of State.

Pursuant to the terms and conditions of the Merger Agreement:

●

As a precondition of the consummation of the merger transaction, a reverse stock split of EIH common stock was consummated on a one for 1,000 basis pursuant to which each 1,000 outstanding shares of EIH common stock was converted into one share of EIH common stock. After giving effect to the reverse stock split, the authorized capital stock of EIH immediately prior to the closing of the Merger Agreement consisted of one billion shares of EIH common stock, of which 106,214 shares (as a result of the reverse stock split) was issued and outstanding.

●	After the reverse stock split, the Company agreed to acquire 100% of the ownership interest in ISA, in exchange for the issuance of 20,500,000 (approximately 99% of the issued and outstanding common stock of the Company).

●	Concurrent with the closing of the Merger Agreement, 4,394,044 shares of common stock were issued to EIH's majority shareholder and officer, for the satisfaction of obligations payable to him; and

●

Immediately after the closing of the Merger Agreement, ISA merged with EIH, and EIH adopted ISA's business plan and changed its name to Eurosport Active World Corp ("EAWC"). Further, upon completion of the merger, the prior officers and directors of EIH resigned and the current officers and directors of the Company were appointed to their positions.

This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes.

During 2012, the Company agreed to issue an aggregate of 25,300,000 shares of common stock in connection with its acquisitions of Powermax Energy & Business Solution, Inc. ("Powermax Energy"), Powermax Green Technologies, LLC ("Powermax Green Technologies"), Green Environmental Management LLC ("GEM"); Swiss Green Solutions, Srl ("Swiss Green Solutions") and International Supply & Support-African Sunlight-Solstrom ("African Sunlight"). The latter entities were inactive and except for "African Sunlight" were acquired from current officers and directors of the Company, consequently, any net assets acquired were recorded at a nominal amount, which approximated the transferor's historical cost basis.

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Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of EAWC and its wholly owned subsidiaries, Powermax Energy, Powermax Green Technologies, GEM, Swiss Green Solutions and African Sunlight. All significant intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates, which are particularly significant to the consolidated financial statements, include estimates relating to the determination of impairment of assets, the useful life of property and equipment, the determination of the fair value of stock-based payments, and the recoverability of deferred income tax assets.

Development Stage Company

Effective June 10, 2014, the Financial Accounting Standards Board (“TASB") changed its reporting requirements with respect to Development Stage Entities with the issuance of ASU 2014-10. As a result, certain additional disclosures, previously applicable under ASC 915-205 "Development Stage Entities", will no longer be required for annual reporting periods beginning after December 15, 2014 for public entities. Since the literature does permits early adoption of these new provisions, the Company has elected early adoption for all years presented. Consequently, the Company does not present results of operations and changes in equity since inception and does not identify its financial statements as those of a development stage company.

Cash and Cash Equivalents

The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. The Company has no cash equivalents at December 31, 2014 and 2013.

Property and Equipment

Long-Lived Assets

In accordance with Financial Accounting Standard Board ("FASB") Accounting Standards Codification ("ASC") Topic 360 "Property, Plant, and Equipment," the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. There were no impairment charges during the years ended December 31, 2014 and 2013.

Fair Value of Financial Instruments

The fair values of the Company's assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, "Financial Instruments," approximate their carrying amounts presented in the accompanying financial statements at December 31, 2014 and 2013.

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Notes to Consolidated Financial Statements (Continued)

Note 2. Summary of Significant Accounting Policies (continued)

Income taxes

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

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

As of December 31, 2014 and 2013, the Company does not believe any uncertain tax positions exist that would result in the Company having a liability to the taxing authorities. The Company's policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the consolidated statements of operations. The Company's tax returns for the years ended 2012 through 2014 are subject to examination by the federal and state tax authorities.

Stock-Based Payments

The Company follows ASC 718, "Compensation — Stock Compensation", in accounting for its stock based payments. This standard states that compensation cost or the value of stock issued for services are measured at the grant date based on the value of the stock granted and is recognized over the vesting or service period.

Loss Per Common Share

The Company accounts for earnings (loss) per share in accordance with ASC 260 - 10, "Earnings Per Share", which establishes the requirements for presenting earnings per share ("EPS"). ASC 260 - 10 requires the presentation of "basic" and "diluted" EPS on the face of the statement of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method. When a loss from operations exists, potential common shares are excluded from the computation of diluted EPS because their inclusion would result in an anti-dilutive effect on per share amounts.

For the years ended December 31, 2014 and 2013, an aggregate of 2,200,000 stock options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive.

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Notes to Consolidated Financial Statements (Continued)

Note 3. Recently Issued Accounting Standards

Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company's future consolidated financial statements. The following are a summary of recent accounting developments.

In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810)—Amendments to the Consolidation Analysis ("ASU 2015-02")", which provides guidance on evaluating whether a reporting entity should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2016, with early adoption permitted. A reporting entity may apply the amendments using a modified retrospective approach or a full retrospective application. The Company is currently evaluating the impact, if any, that adopting ASU 2015-02 will have on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers ("ASU 2014-09")". The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: identify the contract(s) with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to the performance obligations in the contract; and recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 supersedes the revenue-recognition requirements in ASC Topic 605, "Revenue Recognition", and most industry-specific guidance throughout the industry topics of the accounting standards codification. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently evaluating the approach for implementation and the potential impact of adopting this guidance on its consolidated financial statements.

There were various other accounting standards and interpretations issued in 2014, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

Note 4. Going Concern

The Company has accumulated operating losses since inception (June 24, 2005) through December 31, 2014 of $12,359,323. During the years ended December 31, 2014 and 2013, the Company incurred net losses of $1,193,414 and $7,736,865, respectively, and had working capital deficits of $2,061,033 and $1,880,717 as of December 31, 2014 and 2013, respectively.

These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern depends upon its ability to obtain funding to finance operating losses until the Company is profitable. The Company expects to be financed through equity capital, debt financing, or from deposits related to purchases orders on proposals pending customer acceptance.

In the event the Company does not generate sufficient funds from issuance of common stock, debt financing or purchase orders, it may be unable to fully implement its business plan and pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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Notes to Consolidated Financial Statements (Continued)

Note 5. Property and Equipment, net

Property and equipment, net at December 31, 2014 and 2013 consists of the following:

	2014		2013
Furniture and fixtures	$	7,085	$	7,085
Office equipment		18,968		18,768
Less: Accumulated depreciation		10,308		5,112
	$	15,745	$	20,741

Depreciation expense was $5,196 and $5,094 for the years ended December 31, 2014 and 2013, respectively.

Note 6. Other assets, net

Other assets, net represent the unamortized cost of a vendor accreditation that allows the Company to supply green technologies to the United Nations members as well as other assets acquired from African Sunlight in 2012. These amounts are being amortized over the estimated useful lives of the assets which approximate 5 years The Company's other assets, net of accumulated amortization, was $25,700 and $35,700 at December 31, 2014 and 2013, respectively. Amortization expense related to these assets was $10,000 and $10,000 for the years ended December 31, 2014 and 2013, respectively.

Note 7. Related Party Transactions and Balances

Due to officers

Amounts due to officers as of December 31, 2014 and 2013 are comprised of the following:

	2014		2013
Ralph Hofmeier:
Unsecured advances due to officer	$	24,161	$	40,280
Accrued salaries		425,000		275,000
Total due to Ralph Hofmeier		449,161		315,280

Irma Velazquez:
Unsecured advances due to officer		40,109		43,707
Accrued salaries		425,000		275,000
Total due to Irma Velazquez		465,109		318,707
	$	914,270	$	633,987

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

Accrued salaries represent amounts accrued in accordance with the employment agreements for the Company's Chief Executive Officer and Chief Operating Officer (See Note 10).

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements (Continued)

Note 7. Related Party Transactions and Balances (continued)

Due to affiliate

Due to affiliate is comprised of the following as of December 31, 2014 and 2013:

	2014		2013

Swiss Water Tech Research and Development, S.A.:
Royalty fees under Technology Transfer and License Agreement	$	-		136,278
International Service Contract fees		529,436		385,000
	$	529,436	$	521,278

Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the "Technology Transfer and License Agreement") for a period of ten years with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Company's Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates revenue as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. Since the Company has not generated revenues, during 2013 the Company accrued the minimum fee of approximately $542,000 in accordance with the terms of the agreement. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

As part of the exclusive Technology Transfer and License Agreement, on February 1, 2013, the Company was required to pay a non-refundable front-end fee of $6 million in exchange for the use of newly developed systems, concepts and license of patent and trademark. The Company satisfied the required payment through the issuance of 6 million shares of its common stock, valued at $1.00 per share. The value of the licensed technology rights acquired was recorded as an intangible asset and scheduled for amortization over the ten year life of the Technology Transfer and License Agreement. During 2013, the Company recognized amortization expense in the amount of $550,000. On December 31, 2013 the Company evaluated the unamortized asset for impairment and determined that due to its inability to secure revenue generating commercial contracts, the recoverability of this asset in future periods was doubtful. Accordingly, the Company fully impaired the remaining unamortized value of the front-end fee of $5,450,000.

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements (Continued)

Note 7. Related Party Transactions and Balances (continued)

Due from affiliate

Note 8. Stockholders' Deficit

Set forth below are major stockholder transactions taking place during the years ended December 31, 2014 and 2013:

Stock Issued to officer for 2012 Acquisition of Swiss Green Solutions

Stock issued to Finance Company in Contemplation of Financing

During November 2013, the Company issued 3,000,000 shares of stock to Dominion Asset Finance Corp. as collateral for equipment financing. The lease negotiations were terminated in 2014 and the shares were returned and cancelled by the Company.

Stock issued to Affiliate pursuant to Technology Transfer and License Agreement

In connection with the Technology Transfer and License Agreement (see Note 7), on February 1, 2013, the Company issued 6,000,000 shares of its stock to SWATE in exchange for licensed technology rights pursuant to the agreement. The stock issued was valued at $1.00.

Stock Issued for 2012 Acquisition of African Sunlight

Sale of Common Stock

During 2014 and 2013, the Company sold 3,531,713 and 1,689,916 shares of stock to various investors at prices ranging from $.05 to $2 and $.13 to $1 per share, respectively. Amounts raised by the Company pursuant to these sales amounted to $665,974 and $315,972 in 2014 and 2013, respectively.

Note 9. Stock Option Plan

On January 2, 2012, the Company's Board of Directors approved the creation of the 2012 Non-Qualified Stock Option Plan (the "2012 Plan"). The 2012 Plan provides for the issuance of incentive stock options to designated employees, certain key advisors and non-employees members of the Board of Directors with the opportunity to receive grant awards to acquire, in the aggregate, up to 5,000,000 shares of the Company's common stock.

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Notes to Consolidated Financial Statements (Continued)

Note 9. Stock Option Plan (continued)

A summary of information regarding the Company's common stock options outstanding is as follows:

					Weighted
					Average
			Weighted		Remaining
	Number of		Average		Contractual
	Shares		Exercise Price		Term (Years)
Outstanding at December 31, 2012		2,200,000	$	0.10		8
Issued		-		-		-
Exercised		-		-		-
Outstanding at December 31, 2013		2,200,000		0.10		7
Issued		-		-		-
Exercised		-		-		-
Outstanding at December 31, 2014		2,200,000	$	0.10		6

The above outstanding options were granted to a former Company executive. Of these options, 1,240,000 shares were vested and exercisable at December 31, 2012. During the years ended December 31, 2014 and 2013, the Company recognized stock-based compensation expense of approximately $12,000 and $12,000, respectively, related to stock options. The weighted-average grant date fair value of each option was estimated to approximate $.05 using the Black Scholes valuation methodology. As of December 31, 2014, there was approximately $24,000, of total unrecognized compensation costs related to non-vested stock options, which is to be recognized over the next 2 years.

The following table summarizes the activity of non-vested employee stock options for the years ended December 31, 2013 and 2014:

	Number of Non-Vested Shares		Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2012		960,000	$	48,000
Granted		-		-
Vested		240,000		12,000
Forfeited		-		-
Outstanding at December 31, 2013		720,000		36,000
Granted		-		-
Vested		240,000		12,000
Forfeited		-		-
Outstanding at December 31 2014		480,000	$	24,000

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Eurosport Active World Corp.

Notes to Consolidated Financial Statements (Continued)

Note 10. Commitments and Contingencies

Commitments

Technology Transfer and License Agreement with SWATE

As discussed on Note 7, effective February 1, 2013, the Company entered into a ten year Technology Transfer and License Agreement with SWATE. In accordance with the Technology Transfer and License Agreement, if the Company generates revenue as a result of the products and licenses related to the agreement, the Company is to pay SWATE an annual fee stipulated in the agreement plus 5% of revenue generated. If revenue is not generated, future minimum royalty fees are as follows: during the first year: $542,000; during the second year: $1,000,000; and during the third and succeeding years: $2,000,000. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015.

Employment Agreements

The Company entered into employment agreements with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively the "Employment Agreements"), effective January 1, 2012. Under the Employment Agreements, the Company will pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of $125,000 during the first year and $150,000 during the second year and forward. Any increase to the annual base salary after the second year is subject to approval by the Company's Board of Directors. The Employment Agreements each have initial terms of ten (10) years and are automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew.

Contingencies

From time to time, the Company may be a defendant in pending or threatened legal proceeding arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Company's management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on its consolidated operating results, financial position or cash flows.

Note 11. Income Taxes

The Company files a consolidated tax return. During 2014 and 2013, the Company incurred operating losses; consequently, there are no taxes due for these years.

A reconciliation of the differences between the effective income tax rate and the statutory federal tax rate for the years ended December 31, 2014 and 2013 are as follows:

	2014			2013
Tax benefit at U.S. statutory rate		35.00	%		35.00	%
State taxes, net of federal benefit		3.63	%		3.63	%
Change in valuation allowance		(38.63	%)		(38.63	%)
		-	%		-	%

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Notes to Consolidated Financial Statements (Continued)

Note 11. Income Taxes (continued)

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2014 and 2013 consisted of the following:

Deferred Tax Assets	2014			2013

Net Operating Losses Carryforward	$	1,642,147		$	1,305,077
Unpaid accruals		782,075			663,684
Amortization		220,095			215,952
Net Non-current Deferred Tax Asset		2,644,317			2,184,713
Valuation Allowance		(2,644,317	)		(2,184,713	)
Total Net Deferred Tax Asset	$	-		$	-

As of December 31, 2014, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $4,300,000 that may be offset against future taxable income through 2031. Current tax laws limit the amount of losses available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax asset has been reported in the consolidated financial statements because the Company believes that there is a greater than 50% chance that short-term profitability will not be attained. Accordingly, the deferred tax assets have been offset by a valuation allowance of the same amount as of December 31, 2014 and 2013.

Note 12. Subsequent Events

Subsequent to December 31, 2014, the Company issued the following shares of common stock:

Description	Number of Shares Issued
Stock issued for cash		932,857
Stock issued for cash received in prior years		900,000
Stock issued to officer		9,000,000
Stock issued for services		510,000
Total stock issued		11,342,857

The Company received $252,500 for the stock issued for cash. The stock issued to officer was granted to the Chief Operating Officer at no cost, while the stock issued for services was granted to a consultant for $255,000 of services to be provided in 2015 and 2016.

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FINANCIAL STATEMENTS

(Unaudited)

TABLE OF CONTENTS

			Page

Unaudited Financial Statements as of June 30, 2015 and December 31, 2014 and for the Six Months Ended June 30, 2015 and 2014
Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014			F-17

Condensed Consolidated Statements of Operations for the six months ended June 30, 2015 and 2014			F-18

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014			F-19

Notes to Condensed Consolidated Financial Statements (Unaudited)			F-20

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Condensed Consolidated Balance Sheets

	June 30,			December 31,
	2015			2014
	(Unaudited)			(Audited)

ASSETS
CURRENT ASSETS:
Cash	$	8,704		$	-
Prepaid expenses and other current assets		201,999			1,498
TOTAL CURRENT ASSETS		210,703			1,498

PROPERTY AND EQUIPMENT, NET		13,111			15,745
OTHER ASSETS, NET		20,700			25,700

TOTAL ASSETS	$	244,514		$	42,943

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	530,521		$	496,075
Due to affiliate		601,030			529,436
Due to officers		1,050,109			914,270
Stock subscribed		15,000			122,750
TOTAL CURRENT LIABILITIES		2,196,660			2,062,531

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
Preferred stock, par value $.001 per share; 500,000,000 shares authorized, no shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively		-			-
Common stock, par value $.001 per share; 1,000,000,000 shares authorized, 86,884,848 and 75,506,308 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively		86,885			75,506
Additional paid in capital		10,948,782			10,264,229
Accumulated deficit		(12,987,813	)		(12,359,323	)
TOTAL STOCKHOLDERS' DEFICIT		(1,952,146	)		(2,019,588	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	244,514		$	42,943

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Condensed Consolidated Statements of Operations

(Unaudited)

	For the Six Months Ended
	June 30,
	2015			2014

REVENUES	$	-		$	-

COST OF REVENUES		-			-

GROSS PROFIT		-			-

GENERAL and ADMINISTRATIVE EXPENSES

Management fees		210,000			210,000
Officers salaries and payroll taxes		161,475			161,475
Professional fees		160,172			148,925
Bad debt		46,456			-
Travel and entertainment		18,041			26,360
Amortization of intangibles		5,000			5,000
Advertising and other selling and marketing		2,464			6,131
Other general and administrative expenses		25,039			62,629
TOTAL GENERAL and ADMINISTRATIVE EXPENSES		628,647			620,520

LOSS FROM OPERATIONS		(628,647	)		(620,520	)

OTHER INCOME (EXPENSE)
Interest income (expense), net		157			(4,092	)
TOTAL OTHER INCOME (EXPENSE)		157			(4,092	)

LOSS BEFORE TAXES		(628,490	)		(624,612	)

TAXES		-			-

NET LOSS	$	(628,490	)	$	(624,612	)

Loss per share - Basic and diluted	$	(0.01	)	$	(0.01	)

Weighted average number of shares outstanding - Basic and diluted		80,963,839			75,302,153

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended
	June 30,
	2015			2014

CASH FLOW FROM OPERATING ACTIVITIES:
NET LOSS	$	(628,490	)	$	(624,612	)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Depreciation and amortization		7,634			7,598
Bad debt expense		46,456			-
Common stock issued for services		-			146,000
Options vesting to former officer		6,000			6,000
Amortization of advance of services rendered		63,750			-
Changes in operating assets and liabilities:
Prepaids and other current assets		(9,251	)		(12,155	)
Accounts payable and accrued expenses		34,446			102,577
Due to affiliate		71,594			(101,862	)
Due to officers		135,839			131,066
Net cash used in operating activities		(272,023	)		(345,388	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Advances to affiliate		(46,456	)		-
Net cash used in investing activities		(46,456	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances on stock subscribed		42,000			50,400
Proceeds from the sales of common stock		285,183			294,975
Net cash provided by financing activities		327,183			345,375

NET CHANGE IN CASH		8,704			(13	)

CASH AT THE BEGINNING OF THE PERIOD		-			8,118
CASH AT THE END OF THE PERIOD	$	8,704		$	8,105

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	-		$	-
Interest	$	-		$	-
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Common stock issued to retire debt	$	-		$	65,403
Issuance of stock subscribed	$	149,750		$	-
Issuance of stock in advance of services rendered	$	255,000		$	-

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Incorporation, Reverse Merger and Nature of Operatio ns

Eurosport Active World Corp. (formerly Eagle International Holdings Group Inc. ”) (the “Company”, “EIH” or “EAWC”), was incorporated under the laws of the State of Florida on August 23, 2000. The Company was a shell entity that was in the market to merge with an operating company.

On March 17, 2008, EIH entered into an Agreement and Plan of Acquisition (the “Merger Agreement”) with Inko Sport America, LLC (“ISA”), a Florida privately-held limited liability company. In connection with the closing of the Merger Agreement, ISA merged with and into EIH effective May 07, 2008, with the filing of the Merger Agreement with the Florida Secretary of State.

Pursuant to the terms and conditions of the Merger Agreement:

●

●	After the reverse stock split, the Company agreed to acquire 100% of the ownership interest in ISA, in exchange for the issuance of 20,500,000 shares of common stock (approximately 99% of the issued and outstanding common stock of the Company).

●	Concurrent with the closing of the Merger Agreement, 4,394,044 shares of common stock were issued to EIH’s majority shareholder and officer, for the satisfaction of obligations payable to him; and

●

Immediately after the closing of the Merger Agreement, ISA merged with EIH, and EIH adopted ISA’s business plan and changed its name to Eurosport Active World Corp. (“EAWC”). Further, upon completion of the merger, the prior officers and directors of EIH resigned and the current officers and directors of the Company were appointed to their positions.

This transaction was accounted for as a recapitalization effected by a share exchange, wherein ISA was considered the acquirer for accounting and financial reporting purposes.

ISA was a development stage company, incorporated o n February 24, 2005 in t h e State o f Florida . Through December 31, 2012, the Company had been primarily engaged in the promotion, development and commercialization of green technologies. In view of the increased demand of water and energy, the Company began to focus on water generation, water purification, and green energy production (Waste to Energy); acquiring and licensing the rights to sell and produce related technologies and securing through collaboration with Green Tech research and developments centers in Europe, the research and development, technical maintenance, education and training related to the technology.

During 2012, the Company agreed to i s s u e an aggregate of 25 ,300, 0 0 0 sh a r es o f c o m mo n s t o ck i n c on n e c ti o n w i th its acquisitions of Powermax Energy & Business Solution, Inc. (“Powermax Energy”), Powermax Green Technologies, LLC (“Powermax Green Technologies”), Green Environmental Management LLC (“GEM”); Swiss Green Solutions, Srl (“Swiss Green Solutions”) and International Supply & Support-African Sunlight-Solstrom (“African Sunlight”). The latter entities were inactive and except for “African Sunlight” were acquired from current officers and directors of the Company; consequently, any net assets acquired were recorded at a nominal amount, which approximated the transferor’s historical cost basis.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 2. Summary of Significant Accounting Policies

P r inci p les o f C o n s o li da ti o n

T h e condensed c o ns o li d ated f i n a n cial s t at e m e n ts i n c l u d e t h e a c c ou n ts o f EAWC a n d its wholly-owned su b s i d ia r i e s, Powermax Energy, Powermax Green Technologies, GEM, Swiss Green Solutions and African Sunlight. A l l s i gn i f ic a n t i n te r - c o m p a n y tr a ns a c ti o n s a n d a c c o un t s h a v e b e e n el i m i n ated in c o ns o li d ati o n .

Interim Condensed Consolidated Financial Statements

The interim condensed consolidated financial statements presented herein have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. The interim condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements. In the opinion of management, all adjustments (consisting only of those of a normal recurring nature) which are necessary to provide a fair presentation of financial position as of June 30, 2015 and the related operating results and cash flows for the interim periods presented have been made. The results of operations for the period presented are not necessarily indicative of the results to be expected for future periods or for the year ending December 31, 2015.

Use of Estimates

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Estimates, which are particularly significant to the consolidated financial statements, include estimates relating to the determination of impairment of assets, the useful life of property and equipment, the determination of the fair value of stock-based payments, and the recoverability of deferred income tax assets.

Development Stage Company

Effective June 10, 2014, the Financial Accounting Standards Board (‘FASB”) changed its reporting requirements with respect to Development Stage Entities with the issuance of Accounting Standards Update (“ASU”) 2014-10. As a result, certain additional disclosures, previously applicable under Accounting Standards Codification (“ASC”) 915-205 “Development Stage Companies”, will no longer be required for annual reporting periods beginning after December 15, 2014 for public entities. Since the literature does permits early adoption of these new provisions, the Company has elected early adoption for all periods presented. Consequently, the Company does not present results of operations and changes in equity since inception and does not identify its financial statements as those of a development stage company.

P r op erty a nd E q uip m ent

P r o p e r ty a n d e q u i p m e n t co n si s ts o f f u r n i t u r e and of f ice e q u i p m e n t, a n d is s tated at c o s t less a c cu m u lated d e pr e c iati o n. De p r e c iati o n is d ete r m i n ed b y u s i n g t h e s tra i g h t -li n e m et h o d o v er t h e e s t i m at e d us e f u l l i v es o f t h e r elat e d a s s ets, g e n e r al l y f i v e to s e v en y e a r s .

L o n g -L i ve d As s e ts

In accordance with FASB ASC Topic 360 “Property, Plant, and Equipment,” the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. There were no impairment charges during the six months ended June 30, 2015 and 2014.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 2. Summary of Significant Accounting Policies (continued)

F a ir V a lue o f F i n a nci a l I n s t r u m ents

The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying condensed consolidated financial statements at June 30, 2015 and December 31, 2014.

Income taxes

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

As of June 30, 2015 and December 31, 2014, the Company does not believe any uncertain tax positions exist that would result in the Company having a liability to the taxing authorities. The Company’s policy is to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense and general and administrative expense, respectively, in the consolidated statements of operations. The Company’s tax returns for the years ended 2012 through 2014 are subject to examination by the federal and state tax authorities.

St o c k - B a s e d Payments

L o s s Per C om m o n Sh a r e

The Company accounts for earnings (loss) per share in accordance with ASC 260 - 10 , “Earnings Per Share”, which establishes the requirements for presenting earnings per share (“EPS”). ASC 260 - 10 requires the presentation of “basic” and “diluted” EPS on the face of the condensed consolidated statements of operations. Basic EPS amounts are calculated using the weighted-average number of common shares outstanding during each period. Diluted EPS assumes the exercise of all stock options, warrants and convertible securities having exercise prices less than the average market price of the common stock during the periods, using the treasury stock method. When a loss from operations exists, potential common shares are excluded from the computation of diluted EPS because their inclusion would result in an anti-dilutive effect on per share amounts.

For the six months ended June 30, 2015 and 2014, an aggregate of 2,200,000 stock options to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 3. Recently Issued Accounting Standards

There were various other accounting standards and interpretations issued through the date of these condensed consolidated financial statements, which are not expected to have a material impact on the Company’s consolidated financial position, operations or cash flows.

Note 4. Going Concern

The Company has accumulated operating losses since inception (June 24, 2005) through June 30, 2015 of $12,987,813. During the six months ended June 30, 2015 and 2014 , the Company i n c u rr ed n et l o s ses o f $628,490 and $624,612, respectively, and had working capital deficits of $1,985,956 and $2,061,033 as of June 30, 2015 and December 31, 2014, respectively.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern depends upon its ability to obtain funding to finance operating losses until the Company is profitable. The Company expects to be financed through equity capital, debt financing, or from deposits related to future purchase orders.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 5. Related Party Transactions and Balances

Due to officers

Amounts due to officers as of June 30, 2015 and December 31, 2014 are comprised of the following:

	2015		2014
Ralph Hofmeier:
Unsecured advances due to officer	$	7,726	$	24,161
Accrued salaries		500,000		425,000
Total due to Ralph Hofmeier		507,726		449,161

Irma Velazquez:
Unsecured advances due to officer		42,383		40,109
Accrued salaries		500,000		425,000
Total due to Irma Velazquez		542,383		465,109
	$	1,050,109	$	914,270

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

Ac c r u ed salaries represent amounts accrued in accordance with the employment agreements for the Company’s Chief Executive Officer and Chief Operating Officer (See Note 8) .

Due to affiliate

Due to affiliate is comprised of the following as of June 30, 2015 and December 31, 2014:

	2015		2014
Swiss Water Tech Research and Development, S.A.
Royalty fees under Technology Transfer and License Agreement	$	-	$	-
International Service Contract fees		601,030		529,436
	$	601,030	$	529,436

Effective February 1, 2013, and as amended on June 29, 2015, the Company entered into an exclusive Technology Transfer Agreement and License Agreement (the “Technology Transfer and License Agreement”) for a period of ten years with Swiss Water Tech Research & Development S.A. (SWATE), an entity owned and controlled by the Company’s Chief Executive Officer and Chief Operating Officer who are the primary beneficiaries. Under the terms of the agreement, SWATE: (a) will transfer to the Company the license to manufacture products developed by SWATE; (b) all know-how and technical assistance necessary for the exploitation of their licensed patents and the manufacture of certain products; and (c) will grant the Company the use of certain related trademarks. If the Company generates revenue as a result of the products and licenses related to the Technology Transfer and License Agreement, the Company is to pay to SWATE a minimum annual royalty fee stipulated in the agreement plus five percent of revenue generated. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015; accordingly, the Company does not owe license fees to SWATE pursuant to this agreement.

Effective February 1, 2013, the Company also entered into an International Service Contract with SWATE (the “SWATE Service Contract”). Under this agreement, SWATE will provide operations management, engineering and technical services to the Company. The SWATE Service Contract has a term of five years, and provides for a monthly service fee of $35,000, plus out-of-pocket expenses. During the six months ended June 30, 2015 and 2014 the Company accrued $210,000. During the six months ended June 30, 2015 the Company paid $138,406 pursuant to this agreement.

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 5. Related Party Transactions and Balances (continued)

On April 1, 2013, the Company signed an agreement with SWATE, which authorizes SWATE to collect on behalf of the Company, payments made by investors on sales of Company stock. According to the agreement, the proceeds collected by SWATE can be used by SWATE to pay down amounts due from the Company for royalties and or service fees pursuant to the above agreements. During the six months ended June 30, 2015 and the year ended December 31, 2014, SWATE collected and applied against amounts due from the Company approximately $0 and $120,400 respectively from amounts received from investors.

Due from affiliate

During the six months ended June 30, 2015 and the year ended December 31, 2014, the Company advanced funds to its affiliate, EAWC Tecnologias Verdes, S.A. The amounts advanced of $46,456 and $80,758, respectively, have been offset by an allowance for doubtful collection since the affiliate does not currently have the ability to generate revenues or repay the Company.

Note 6. Stockholders’ Deficit

Common Stock

During the six months ended June 30, 2015 the Company issued 11,378,540 shares of common stock as follows:

●	1,868,540 shares to various investors at prices ranging from $0.05 to $1 per share for a total of $434,933. Of the stock issued, $146,750 was received prior to December 31, 2014; $149,500 was collected during the three months ended March 31, 2015 and $135,683 was collected during the three months ended June 30, 2015.

●	510,000 shares to various consultants for services at $0.50 per share for a total of $255,000. The services are paid in advance and are rendered over 12 months commencing April 2015.

●	9,000,000 shares were issued to a founder and officer at par value.

Note 7. Stock Option Plan

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 7. Stock Option Plan (continued)

A summary of information regarding the Company’s common stock options outstanding is as follows for the periods presented:

					Weighted
					Average
			Weighted		Remaining
	Number of		Average		Contractual
	Shares		Exercise Price		Term (Years)
2015
Outstanding at December 31, 2014		2,200,000		0.10		6.0
Issued		-		-		-
Exercised		-		-		-
Outstanding at June 30, 2015		2,200,000	$	0.10		5.6

2014
Outstanding at December 31, 2013		2,200,000	$	0.10		7.0
Issued		-		-		-
Exercised		-		-		-
Outstanding at June 30, 2014		2,200,000	$	0.10		6.5

The above outstanding options were granted to a former Company executive. Of these options, 1,840,000 shares were vested and exercisable at June 30, 2015. During the six months ended June 30, 2015 and 2014, the Company recognized stock-based compensation expense of approximately $6,000, related to stock options. The weighted-average grant date fair value of each option was estimated to approximate $.05 per share using the Black Scholes valuation methodology. As of June 30, 2015 and 2014, there was approximately $18,000 and $30,000 respectively of total unrecognized compensation costs related to non-vested stock options, which is to be recognized over the next two years.

The following table summarizes the activity of non-vested employee stock options for the periods presented:

	Number of		Weighted-Average
	Non-Vested Shares		Grant Date Fair Value
2015
Outstanding at December 31, 2014		480,000	$	24,000
Granted		-		-
Vested		120,000		6,000
Forfeited		-		-
Outstanding at June 30, 2015		360,000	$	18,000

2014
Outstanding at December 31, 2013		720,000	$	36,000
Granted		-		-
Vested		120,000		6,000
Forfeited		-		-
Outstanding at June 30, 2014		600,000	$	30,000

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Eurosport Active World Corp.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 8. Commitments and Contingencies

Commitments

Agreements with SWATE

As discussed in Note 5, effective February 1, 2013, the Company entered into a ten year Technology Transfer and License Agreement with SWATE. In accordance with the Technology Transfer and License Agreement, if the Company generates revenue as a result of the products and licenses related to the agreement, the Company is to pay SWATE an annual fee stipulated in the agreement plus 5% of revenue generated. If revenue is not generated, future minimum royalty fees are as follows: during the first year: $542,000; during the second year: $1,000,000; and during the third and succeeding years: $2,000,000. On April 15, 2015, SWATE agreed to waive licenses fees for 2014 and 2015. On February 1, 2013, the Company also entered into a five-year international service agreement with SWATE for a monthly fee of $35,000, plus out-of-pocket expenses

Employment Agreements

The Company entered into employment agreements with its Chief Executive Officer, Mr. Ralph Hofmeier, and its Chief Operating Officer, Ms. Irma Velazquez (collectively the “Employment Agreements”), effective January 1, 2012. Under the Employment Agreements, the Company will pay each of Mr. Hofmeier and Ms. Velazquez an annual base salary of $125,000 during the first year and $150,000 during the second year and forward. Any increase to the annual base salary after the second year is subject to approval by the Company’s Board of Directors. The Employment Agreements each have initial terms of ten (10) years and are automatically renewed for successive one-year terms unless either party delivers timely notice of its intention not to renew.

Contingencies

From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be predicted with certainty, the Company’s management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material adverse effect on its consolidated operating results, financial position or cash flows.

Note 9. Subsequent Events

Subsequent to June 30, 2015, the Company issued the following shares of common stock:

	Number of
Description	Shares Issued
Stock issued for cash		17,500
Stock issued to a related party for balances due		274,515
Stock issued for services		25,000
Total stock issued		317,015

The Company received $22,500 for the stock issued for cash. The stock issued to a related party was issued to SWATE in satisfaction of outstanding advances and fees. The stock issued for services was granted to a consultant for $17,510 of services provided.

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EUROSPORT ACTIVE WORLD CORPORATION

21,692,348 SHARES OF COMMON STOCK

_____________________

PROSPECTUS

_____________________

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until October 7 ^th , 2015, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is October 7 ^th , 2015

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PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Securities and Exchange Commission Registration Fee	$	220.05
Transfer Agent Fees*	$	800.00
Accounting fees and expenses*	$	3.000.00
Legal fees and expenses*	$	3.500.00
Blue Sky fees and expenses*	$
Total*	$	7.520,05

* Estimated

Item 14. Indemnification of Directors and Officers.

Item 15. Recent Sales of Unregistered Securities.

The Company claimed an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the Investor was an “accredited investor” and/or qualified institutional buyers, the Investor had access to information about the Company and its investment, the Investor took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities

Between 2012 and 2015 we issued a total of 28,126,863 shares to a total of 67 shareholders in exchange for cash, services and products. These issuances were exempt from registration under Section 4(2).

Item 16. Exhibits and Financial Statement Schedules.

Exhibit Number		Description
3.1		Articles of Incorporation
3.2		By-Laws
5.1		Opinion of Hunt Law – Law Office of Clifford J. Hunt, P.A.
10.01		License Agreement with Swiss Water Tech Research and Development S.A.
10.02		International Services Contract with Swiss Water Tech Research and Development S.A.
10.03		Employment Agreement with Ralph M. Hofmeier
10.04		Employment Agreement with Irma Velazquez
23.1		Consent of Mallah Furman, Independent Registered Public Accounting Firm
23.2		Consent of Counsel (to be filed as Exhibit 5.1)

Item 17. Undertakings.

(A) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

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ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the State of Florida, on October 7, 2015.

	EUROSPORT ACTIVE WORLD CORPORATION

	By:	/s/ Ralph Hofmeier
		Ralph Hofmeier
		Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities indicated on October 7, 2015.

Signature		Title

/s/ Ralph Hofmeier		President, Chief Executive Officer, Director, and
Ralph Hofmeier		Chairman (Principal Executive Officer)

/s/ Irma Velazquez		Chief Operating Officer, Director and
Irma Velazquez		Vice-Chairman

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Exhibit 3.1

Exhibit 3.2

BY-LAWS OF EUROSPORT ACTIVE WORLD CORP

These By-Laws of Eurosport Active World Corp (the “Agreement”) are made and effective June 15th, 2012.

ARTICLE I. CORPORATE OFFICES

1.1. Principal Office

The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of Florida. If the principal executive office is located outside of United States and the corporation has one or more business offices outside of United States of America, then the Board of Directors shall fix and designate a principal business office in MIAMI/FLORIDA.

1.2. Other Offices

The Board of Directors may at any time establish branch or subordinate offices at any place or places.

ARTICLE II. MEETINGS OF SHAREHOLDERS

2.1. Place Of Meetings

All meetings of shareholders shall be held at any place within or outside of United States designated by the Board of Directors. In the absence of any such designation, shareholders' meetings shall be held at the principal executive office of the corporation or at any place consented to in writing by all persons entitled to vote at such meeting, given before or after the meeting and filed with the Secretary of the corporation.

2.2. Annual Meeting

An annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors. At that meeting, directors shall be elected. Any other proper business may be transacted at the annual meeting of shareholders.

2.3. Special Meetings

Special meetings of the shareholders may be called at any time, subject to the provisions of Sections 2.4 and 2.5 of these By-Laws, by the Board of Directors, the Chairman of the Board, the President or the holders of shares entitled to cast not less than 20% of the votes at that meeting.

If a special meeting is called by anyone other than the Board of Directors or the President or the Chairman of the Board, then the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by other written communication to the Chairman of the Board, the President, any Vice President or the Secretary of the corporation. The officer receiving the request forthwith shall cause notice to be given to the shareholders entitled to vote, in accordance with the provisions of Sections 2.4 and 2.5 of these By-Laws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than 15 nor more than 60 days after the receipt of the request. If the notice is not given within 15 days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

2.4. Notice Of Shareholders’ Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these By-Laws not less than 15 (or, if sent by third-class mail pursuant to Section 2.5 of these By-Laws, not less than 30 nor more than 15 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no business other than that specified in the notice may be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of the next paragraph of this Section 2.4, any proper matter may be presented at the meeting for such action. The notice of any meeting at which Directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the Board for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, (ii) an amendment of the Articles of Incorporation, , (iii) a reorganization of the corporation, (iv) a voluntary dissolution of the corporation, or (v) a distribution in dissolution other than in accordance with the rights of any outstanding preferred shares, then the notice shall also state the general nature of that proposal.

2.5. Manner Of Giving Notice; Affidavit Of Notice

Notice of a shareholders' meeting shall be given either personally or by first-class mail, or, if the corporation has outstanding shares held of record by 10 or more persons on the record date for the shareholders' meeting, notice may be sent by third-class mail, or other means of written communication, addressed to the shareholder at the address of the shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

If any notice (or any report referenced in Article VII of these By-Laws) addressed to a shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States of America Postal Service marked to indicate that the United States of America Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available to the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of 30 days from the date of the giving of the notice.

An affidavit of mailing of any notice or report in accordance with the provisions of this Section 2.6, executed by the Secretary, Assistant Secretary or any transfer agent, shall be prima facie evidence of the giving of the notice or report.

2.6. Quorum

The presence in person or by proxy of the holders of a majority of the shares entitled to vote an any meeting shall constitute a quórum for the transaction of business. The Stockholders present at a dully called or held meeting at which a quórum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

2.7. Adjourned Meeting; Notice

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if its time and place are announced at the meeting at which the adjournment is taken. However, if the adjournment is for more than 5 days from the date set for the original meeting or if a new record date for the adjourned meeting is fixed, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 of these By-Laws. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

2.8. Voting

At all meetings of Stockholders, every stockholder entitled to vote shall have the right to vote, in person or by proxy, on each matter to come before the meeting, the number of shares tansing in that person’s own name on the stock records of the Corporation. There shall be no columative voting. Such vote may be by voice or by ballot upon demand made by a Stockholder at any election and before the voting begins.

2.9. Validation Of Meetings; Waiver Of Notice; Consent

The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, are as valid as though they had been taken at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. Neither the business to be transacted at nor the purpose of any annual or special meeting of shareholders need be specified in any written waiver of notice or consent to the holding of the meeting or approval of the minutes thereof, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 of these By-Laws, the waiver of notice or consent or approval shall state the general nature of the proposal. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance of a person at a meeting shall constitute a waiver of notice of and presence at that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Florida Code to be included in the notice of such meeting but not so included, if such objection is expressly made at the meeting.

2.10. Shareholder Action By Written Consent Without A Meeting

Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. However, a director may be elected at any time to fill any vacancy on the Board of Directors, provided that it was not created by removal of a director and that it has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.

All such consents shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxy holders, or a transferee of the shares, or a personal representative of the shareholder, or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, the Secretary shall give prompt notice of any corporate action approved by the shareholders without a meeting by less than unanimous written consent to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in the manner specified in Section 2.5 of these By-Laws. In the case of approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, (ii) indemnification of a corporate agent, (iii) a reorganization of the corporation, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, the notice shall be given at least 5 days before the consummation of any action authorized by that approval, unless the consents of all shareholders entitled to vote have been solicited in writing.

2.11. Record Date For Shareholder Notice; Voting; Giving Consents

In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote, the Board of Directors may fix, in advance, a record date, which shall not be more than 30 days nor less than 5 days prior to the date of such meeting nor more than 5 days before any other action. Shareholders at the close of business on the record date are entitled to notice and to vote, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the Board of Directors shall fix a new record date if the meeting is adjourned for more than 30 days from the date set for the original meeting.

2.12. Proxies

Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the corporation. However, no such proxy shall be valid after the expiration of three (3) years from the date of its execution, unless the Stockholder executing it especifies therein the length of time for which such proxy is to continue in forcé, which in no case shall exceed seven (7 )years from the date of execution.

3 .

ACTION WITHOUT A MEETING

3.1 Any action which may be taken by the vote of Stockholders at a meeting may be taken without a meeting if authorized by the written consent of Stockholders holding at least a majority of the voting power; provided:

3.1.1 That if any greater proportion of voting power is required for such action at a meeting, then such greater proportion of written consents shall be required.;

3.1.2 That this general provision for action by written consent shall not supersede any specific provision for action by written consent contained in Titled 8 of the Florida Code; and

3.1.3 In no instance where action is authorized by written consent need a meeting of Stockholders be called or noticed.

TELEPHONIC MEETINGS
At any meeting held pursuant to these Bylaws, Stockholders may participate by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in such a meeting constitutes presence in person at the meeting,

ARTICILE IV. DIRECTORS

4.1. Powers

Subject to the provisions of the Florida Code and any limitations in the Articles of Incorporation and these By-Laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers:

First. To select and remove all Officers, Agents and employees of the Corporation, precribe such powers and duties for them as may not be inconsistent with law, with the Certificate of Incorporation of the Bylaws, fix their compensation and required from the security for faithful service.

Second. To conduct, manage and control de affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with law, with the Certificate of Incorporation of the Bylwas, as they may deem best.

Third. To fix and locate from time to time one or more offices of the Corporation within or without the State of Florida; to designate any place within or without the State of Florida for the holdings of any Stockholders’ meeting or meetings; and to adopt, make and use a Corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgement they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

Fourth. To authorize the issuance of shares of stock of the Corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or service actiually rendered, debts or securities canceled, or tangible or intangible property actually received, or in the case of shares issued as dividend, against amounts transferred from surplus to stated capital.

Fifth. To borrow money and incur indebtedness for the purpose of the Corporation, and to cause to be executed and delivered therefore, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities therefore.

Sixth. To appoint an executive committee and other committees, and to delegate to the executive committee and of the powers and authority of the Board in the management of the business and affairs of the Corporation. The executive committee shall be composed of one or more Directors.

4.2. Number Of Directors

The authorized number of directors of the corporation shall be two (2) or more. The number of Directors may be increased or decreased by a duly adopted resolution of the Board of Directors.

4.3. Election And Term Of Office Of Directors

At least one-third of the Directors shall be elected at each annual meeting of stock holders, but if and such annual meeting is not held, or the Directors are not selected at such meeting, the Directors may be elected at any special meeting of Stockholders. All Directors shall hold office until their respective successors are elected.

4.4. Resignation And Vacancies

Any director may resign effective upon giving oral or written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

Vacancies on the Board of Directors may be filled by a majority of the remaining directors, or if the number of directors then in office is less than a quorum by (i) unanimous written consent of the directors then in office, (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice, or (iii) a sole remaining director; however, a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum), or by the unanimous written consent of all shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified, or until his or her death, resignation or removal.

A vacancy or vacancies in the Board of Directors shall be deemed to exist (i) in the event of the death, resignation or removal of any director, (ii) if the Board of Directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, (iii) if the authorized number of directors is increased, or (iv) if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be elected at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent, other than to fill a vacancy created by removal, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon. A director may not be elected by written consent to fill a vacancy created by removal except by unanimous consent of all shares entitled to vote for the election of directors.

4.5. Place Of Meetings; Meetings By Telephone

Regular meetings of the Board of Directors may be held at any place within or outside the State of Florida that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board may be held at any place within or outside the State of Florida that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the corporation.

Members of the Board may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another. Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting.

4.6. Regular Meetings

Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings are fixed by the Board of Directors.

4.7. Special Meetings; Notice

Subject to the provisions of the following paragraph, special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary or any two (2) directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail, telegram, charges prepaid, or by fax, addressed to each director at that director's address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least five (5) days before the time of the holding of the meeting. If the notice is delivered personally or by telephone or by fax or telegram, it shall be delivered personally or by telephone or by fax or to the telegraph company at least 48 hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting.

4.8. Quorum

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless a greater number be required by law or by the Certificate of Incorporation.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

4.9. Waiver Of Notice

Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. A waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors.

4.10 Adjournment

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

4.11. Notice Of Adjournment

Notice of the time and place of holding an adjourned meeting need not be given to absent Directors ifc the time and place were fixed at the meeting adjourned.

4.12. Board Action By Written Consent Without A Meeting

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

4.13. Fees And Compensation Of Directors

Directors shall not receive any stated salary for their services as Directors, but by resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed fro attendance at each meeting. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an Officer, Agent, employee or otherwise, and receiving the compensation therefrom.

ARTICLE 5. OFFICERS

5.1. Officers

The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.3 of these By-Laws. Any number of offices may be held by the same person.

5.2. Appointment Of Officers

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of these By-Laws, shall be chosen by the Board and serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

5.3. Subordinate Officers

The Board of Directors may appoint, or may empower the Chairman of the Board or the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these By-Laws or as the Board of Directors may from time to time determine.

5.4. Removal And Resignation Of Officers

Subject to the rights, if any, of an officer under any contract of employment, all officers serve at the pleasure of the Board of Directors and any officer may be removed, either with or without cause, by the Board of Directors at any regular or special meeting of the Board or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.5. Vacancies In Offices

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these By-Laws for regular appointments to that office.

5.6. Chairman Of The Board

The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned by the Board of Directors or as may be prescribed by these By-Laws. If there is no President, then the Chairman of the Board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 5.7 of these By-Laws.

5.7. President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. The President shall preside at all meetings of the shareholders and, in the absence or nonexistence of a Chairman of the Board, at all meetings of the Board of Directors. The President shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these By-Laws.

5.8. Vice Presidents

In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these By-Laws, the President or the Chairman of the Board.

5.9. Secretary

The Secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees of directors and shareholders. The minutes shall show the time and place of each meeting, whether regular or special, the names of those present at directors' meetings or committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof.

The Secretary shall keep at the principal executive office of the corporation or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give notice of all meetings of the shareholders and of the Board of Directors required to be given by law or by these By-Laws. The Secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these By-Laws.

5.10. Chief Financial Officer

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares.

The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these By-Laws.

ARTICLE 6. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

6.1. Indemnification Of Directors

The corporation shall, to the maximum extent and in the manner permitted by the Florida Code, indemnify each of its directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in section 607.0850 of Florida Statues), arising by reason of the fact that such person is or was a director of the corporation. For purposes of this Article VI, a director of the corporation includes any person (i) who is or was a director of the corporation, (ii) who is or was serving at the request of the corporation as a director of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.2. Indemnification Of Others

The corporation shall have the power, to the extent and in the manner permitted by the Florida Code , to indemnify each of its employees, officers, and agents (other than directors) against expenses (as defined in section 607.0850 of Florida Code, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined 607.0850 section of Florida Code, arising by reason of the fact that such person is or was an employee, officer, or agent of the corporation. For purposes of this Article VI, an employee or officer or agent of the corporation (other than a director) includes any person (i) who is or was an employee, officer, or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee, officer, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee, officer, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.3. Insurance Indemnification

The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of that person's status as such, whether or not the corporation would have the power to indemnify that person against such liability under the provisions of this Article VI.

6.4. Conflicts

No indemnification or advance shall be made under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

i. That it would be inconsistent with a provision of the Articles of Incorporation, these By-Laws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

ii. That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

6.5. Indemnity Agreements

The Board of Directors is authorized to enter into a contract with any director, officer, employee or agent of the corporation, or any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, or any person who was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, providing for indemnification rights equivalent to or, if the Board of Directors so determines and to the extent permitted by applicable law, greater than, those provided for in this Article VI.

6.6. Amendment, Repeal Or Modification

Any amendment, repeal or modification of any provision of this Article VI shall not adversely affect any right or protection of a director or agent of the corporation existing at the time of such amendment, repeal or modification.

ARTICLE 7. RECORDS AND REPORTS

7.1. Maintenance And Inspection Of Share Register

The corporation shall keep either at its principal executive office or at the office of its transfer agent or registrar (if either be appointed), as determined by resolution of the Board of Directors, a record of its shareholders listing the names and addresses of all shareholders and the number and class of shares held by each shareholder.

The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to the holder's interests as a shareholder or holder of a voting trust certificate.

7.2. Maintenance And Inspection Of By-Laws

The corporation shall keep at its principal executive office or, if its principal executive office is not in the State of [STATE/PROVINCE], at its principal business office in [STATE/PROVINCE], the original or a copy of these By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of [STATE/PROVINCE] and the corporation has no principal business office in such state, then it shall, upon the written request of any shareholder, furnish to such shareholder a copy of these By-Laws as amended to date.

7.3. Maintenance And Inspection Of Other Corporate Records

The accounting books and records and the minutes of proceedings of the shareholders and the Board of Directors, and committees of the Board of Directors shall be kept at such place or places as are designated by the Board of Directors or, in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

7.4. Inspection By Directors

Every director shall have the absolute right at any reasonable time to inspect corporate records, and documents of every kind and to inspect the physical properties of the corporation and each of its subsidiary corporations, domestic or foreign.

7.5. Annual Report To Shareholders; Waiver

The Board of Directors shall cause an annual report to be sent to the shareholders not later than 60 days after the close of the fiscal year adopted by the corporation. Such report shall be sent to the shareholders at least 30 (or, if sent by third-class mail, 45 days prior to the annual meeting of shareholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these By-Laws for giving notice to shareholders of the corporation.

The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.

The foregoing requirement of an annual report shall be waived so long as the shares of the corporation are held by fewer than 500 holders of record.

7.6. Financial Statements

If no annual report for the fiscal year has been sent to shareholders, then the corporation shall, upon the written request of any shareholder made more than 60 days after the close of such fiscal year, deliver or mail to the person making the request, within 60 days thereafter, a copy of a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year.

A shareholder or shareholders holding at least [20%] of the outstanding shares of any class of the corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than 30 days prior to the date of the request and a balance sheet of the corporation as of the end of that period. The statements shall be delivered or mailed to the person making the request within 30 days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for 12 months and it shall be exhibited at all reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder. If the corporation has not sent to the shareholders its annual report for the last fiscal year, the statements referred to in the first paragraph of this Section 7.6 shall likewise be delivered or mailed to the shareholder or shareholders within 30 days after the request.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

7.7. Representation Of Shares Of Other Corporations

The Chairman of the Board, the President, any Vice President, the Chief Financial Officer, the Secretary or Assistant Secretary of this corporation, or any other person authorized by the Board of Directors or the President or a Vice President, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

ARTICLE 8. GENERAL MATTERS

8.1. Record Date For Purposes Other Than Notice And Voting

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than with respect to notice or voting at a shareholders meeting or action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than 30 days prior to any such action. Only shareholders of record at the close of business on the record date are entitled to receive the dividend, distribution or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation or the Florida Code.

If the Board of Directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto or the 30 day prior to the date of that action, whichever is later.

8.2. Checks; Drafts; Evidences Of Indebtedness

From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

8.3. Corporate Contracts And Instruments: How Executed

The Board of Directors, except as otherwise provided in these By-Laws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.4. Certificates For Shares

A certificate or certificates for shares of the corporation shall be issued to each shareholder when any of such shares are fully paid. The Board of Directors may authorize the issuance of certificates for shares partly paid provided that these certificates shall state the total amount of the consideration to be paid for them and the amount actually paid. All certificates shall be signed in the name of the corporation by the Chairman of the Board or the Vice Chairman of the Board or the President or a Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be by facsimile.

In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

8.5. Lost Certificates

Except as provided in this Section 8.5, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation or its transfer agent or registrar and cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed (as evidenced by a written affidavit or affirmation of such fact), authorize the issuance of replacement certificates on such terms and conditions as the Board may require; the Board may require indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

8.6. Construction; Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Florida Code shall govern the construction of these By-Laws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term person includes both a corporation and a natural person.

ARTICLE 9. AMENDMENTS

9.1. Amendment By Shareholders

New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, then the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

9.2. Amendment By Directors

Subject to the rights of the shareholders as provided in Section 9.1 of these By-Laws, By-Laws, other than a By-Law or an amendment of a By-Law changing the authorized number of directors (except to fix the authorized number of directors pursuant to a By-Law providing for a variable number of directors), may be adopted, amended or repealed by the Board of Directors.

9.3. Record Of Amendments

Whenever an amendment or new By-Law is adopted, it shall be copied in the book of minutes with the original By-Laws. If any By-Law is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written consent was filed, shall be stated in said book.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

ATTORNEY

Ralph Hofmeier - CEO

Corey Hoffman

CERTIFICATION OF BY-LAWS

Reference in these By-Laws to any provision of the Florida Corporations code shall be deemed to include all amendments thereof.

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Secretary of Eurosport Active World Corp a Florida corporation.

2. That the foregoing By-Laws constitute the By-Laws of said corporation as adopted by the Directors of said corporation by unanimous written consent at a duly called and held meeting of the Board of Directors on June 15th 2012

IN WITNESS WHEREOF, I have hereunto subscribed my name this 15th of June 2012

SECRETARY

Irma Velazquez, MSc

Exhibit 5.1

Reply to:

cjh@huntlawgrp.com

October 5, 2015

Ralph Hofmeier, President

Eurosport Active World Corp.

2000 Ponce de Leon Blvd., 6 ^th FL

Miami, FL 33134

Re:	Registration Statement on Form S-1 for Eurosport Active World Corp.

Dear Mr. Hofmeier:

You have requested our opinion, as counsel for Eurosport Active World Corp., a Florida corporation (the “Company”), in connection with a Registration Statement on Form S-1 (the “Registration Statement”) to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), as amended, regarding the legality of the 21,692,348 shares (the “Shares”) of Common Stock, par value $0.001 per share, of the Company which are being registered in the Registration Statement.

We have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:

Articles of Incorporation and amendments thereto;

Bylaws;

Resolutions of the Board of Directors authorizing the issuance of the Shares; and

Such other documents and records as we have deemed relevant in connection with this opinion.

In rendering this opinion, we have relied upon, with the consent of the Company and its Board of Directors: (i) the representations of the Company, its officers and directors as set forth in the aforementioned documents as to factual matters; and (ii) assurances from the officers and directors of the Company regarding factual representations as we have deemed necessary for purposes of expressing the opinions set forth herein. We have not undertaken any independent investigation to determine or verify any information and representations made by the Company, its officers and directors in the aforementioned documents and have relied upon such information and representations as being accurate and complete in expressing our opinion.

Ralph Hofmeier, President

Re: Eurosposrt Active World Corp.

October 5, 2015

Page 2 of 2

We have assumed in rendering the opinions set forth herein that no person or entity has taken any action inconsistent with the terms of the aforementioned documents or prohibited by law. This opinion letter is limited to the matters set forth herein and no opinions may be implied or inferred beyond the matters expressly stated herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.

It is our opinion that each issued and outstanding share of Common Stock registered pursuant to the Registration Statement is legally issued, fully paid, and non-assessable under Florida law. This opinion letter opines upon Florida law including the statutory provisions, all applicable provisions of the Florida Constitution and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our law firm under the caption “Interest of Named Experts and Counsel” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	Sincerely,

	LAW OFFICE OF CLIFFORD J. HUNT, P.A.

	/s/ Clifford J. Hunt
	Clifford J. Hunt, Esquire

Exhibit 10.01

TECHNOLOGY TRANSFER AGREEMENT

&
License agreement

Date: 1 ^st February 2013.

Between:

Licensor

SWISS WATER TECH Research & Development SA (SWATE) whose registered office is at Puits- Godet 6A —2000 Neuchâtel Switzerland and registrationt/fiscal number is CH-645-4109166-9

and:

Licensee

EUROSPORT ACTIVE WORLD CORP (EAWC) whose registered office is at 2000 Ponce de Leon Blvd/6 ^th Floor, 33134 Miami Florida United States of America (USA) and registration/fiscal number FEIN: 650 913 886

Both parties declare a mutual I recognition of their capacity to undertake the following:

I. That the company (hereafter, “EAWC”) owns the Rights to sell, manufacture and use trademarks of certain technologies and system/concepts. It therefore has full rights for the exploitation of the said patents, to pass on the appropriate information necessary for the aforementioned exploitation, and to authorize SWATE for inclusion of the technologies into products manufactured and develop new systems/concepts for the use of EAWC to manufacture and sell – distribute - .

II. That the company EAWC wish to obtain a license to manufacture, use arid sell the new developed products from SWATE.

Both Parties agree to the following:

Article 1.

Object

The object of the present agreement of technology transfer is: a) the license to manufacture the products described in Annex 1; b) all know-how and technical assistance necessary for the exploitation of the said patents and the manufacture of the aforementioned products; c) the use of the trademarks as set out in Annex 1, for products manufactured under license.

Article 2.

Territory

The licensed lights of patent, trademark and know-how granted by SWATE to the EAWC (Licensee) shall be valid within the territory/projects of EAWC. The Licensee shall not exploit the licensed technology, nor shall it sell products manufactured under license, in countries covered by parallel patents as set out in Annex 1 for a period of 10 years as from the date on which the said products were first put on sale in the territory described in the present agree ment.

Article 3.

Technology

Alternative B . The license is granted in a non — exclusively agreement for the applications & technologies.

Article 4.

Exclusivity

The license of patents and trademarks shall not be exclusive. The Licensor may exploit the said licenses itself. commercialize the products under license, and grant licenses to third parties in the territory described in the present Agreement for the duration of the same. It shall also be entitled to enter into agreements granting the know-how related to the said licenses. Nevertheless, should more favorable conditions be granted to another licensee in the same territory, the Licensor “should” be obliged to grant the same conditions to the Licensee. No technologies will be sold or granted to direct competitors of EAWC.

Article 5.

Obligations of the Licensor

The following are obligations to be assumed by the Licensor: a) to provide the Licensee all designs, plans, technical documents and know-how necessary for the manufacture of the products; b) to supply the Licensee with all materials and components, as well as the technical assistance and personnel training necessary for compliance with the present agreement. The cost of such materials and actions shall be borne by the Licensee, and if necessary, shall be stipulated in an Annex to the present agreement; c) to inform and make available to the Licensee any modification or perfection involving improvements to the products under license for the term of the present agreement. The Parties shall reach agreement as to whether such improvements require an increase in the royalties stipulated in the present agreement; d) to keep in force all patents and trade marks on which this agreement is based; otherwise, to give 3 months’ warning to the Licensee before their expiry as to the legal proceedings necessary to conserve their validity.

Article 6.

Obligations of the Licensee

The following are obligations to be assumed by the Licensee: a) to manufacture the licensed products to a standard of quality equal to those manufactured directly by the Licensor, thereby authorizing the Licensor to make quality control tests of such products; to) to communicate to the Licensor any modification, perfection or new applications of the licensed technology; c) not to manufacture or sell products which may compete with those covered by the license, nor products of companies competing with the Licensor; d) to protect the technology transferred from the actions of third parties within the territory, and to give due information to the Licensor as to any violation of which it may become aware.

Article 7.

Front-end fee

In exchange for the use of the new developed system’s & concept’s, license of patent and trademark, the Licensee shall pay the Licensor the sum of $6 million as front-end fee. This amount shall be paid on the signing of the agreement arid shall not be returnable. It can be paid with 6 million-underwriter shares (valuated with $1) Every 12 month after signature of the contract, EAWC (The licensee) agree to pay 5 million Swiss Franks (five-million-CHF) to the licensor SWATE for the use and transfer of new developed technologies. Plus 5% of the revenue as royalty fee for the technology service of SWATE.

Article 8.

Royalties

The Licensee shall pay the Licensor royalties of:

The Sum of CHI 5 million to be paid annually., with an increase of 10% for each year of the 10 year term.

Article 9.

Minimum royalties

The minimum royalties to he paid by the Licensee to the Licensor shall be no less than the following amounts:

For the first year of the Agreement: CHF 5 million + the 5% of the revenue, but not less than CHF 500,000.

For the second year of the Agreement: The annual[ fee +5% of the revenue but not less as $1 million in royalties.

For the third and following years: The annual fee + 5% of the revenue, but not less than $2 million.

Should the Agreement be ended before the end of any year, the minimum royalties shall be reduced proportionately. The minimum royalties shall be paid -within one month of the end of each year of the term of the agreement.

Article 10.

Date for payment of royalties

The payment of royalties shall be made every Quarter year, The Licensee shall send to the Licensor complete details as to the transactions carried out, within one month of the end of the quarter in question. The Licensor shall send an invoice to this end to the Licensee, and payment shall be made in no more than ten calendar days thereafter.

Article 11.

Currency for payment of royalties

The payment of royalties shall be made in Swiss Franks. The applicable exchange rate between this currency and the currency in which transactions are effected shall be that of the date on which the Licensee invoices its customer, where the payment is to be made transaction by transaction; or that of the last working day of the quarter or year, where royalties are to be paid quarterly or annually.

Article 12.

Taxation

The Licensor or Licensee shall be liable for direct and indirect taxation to be paid in the country of the Licensee arising from payments made to the Licensor according to the present Agreement. Where there exists agreement on double taxation between the countries of the Licensor and the Licensee, the Licensee may reclaim the appropriate taxation on condition that it send to the Licensor all the invoices and fiscal documents which may be required by the fiscal authorities of the Licensor’s country.

Article 13.

Prohibition of concession

The Licensee shall not concede the use of the licenses without prior written consent from the Licensor.

Article 14.

Sub-licenses

The Licensor may authorize the Licensee to issue sub-licenses for the application of the patent and/or use of the trademark, on condition that the sub-licensee is subject to the terms and conditions of the present Agreement. The actions of the sub-licensee shall not exonerate the Licensor from the rights and obligations undertaken under the present Agreement.

Article 15.

Subcontracting

The Licensee shall not, without written consent from the Licensor, subcontract the manufacture of products involving the use of the technology licensed by the present agreement.

Article 16.

Registration of patents and trade marks

Each Party shall be entitled to request the registration of the licenses of patents and trademarks, on condition that such action is possible under the law of the country in which the license is to be used. Each Party shall concede, when necessary, the powers of representation required to this end. The costs and fees of registration shall be borne by the Party, which requests it.

Article 17.

Mention of Licensor and labeling

The Licensee shall mention on all products, which it manufactures under license and supplies to its customers, the following text: Manufactured under license of SWATE. The said text shall be included on the labeling of all products sold through retail outlets.

Article 18.

Registration of transactions

The Licensee shall keep account of all transactions effected under license, in which there shall be explicit and accurate mention of the number of products manufactured and sold, the reference numbers given to each as well as any other indications, particularly those pertaining to the price of sale to customers, required for the calculation of royalties payable.

Article 19.

Control of transactions

The Licensor shall be entitled to inspect the register of transactions made by the Licensee and their correspondence to the latter’s general accounting activities. The cost of such inspection shall be borne by the Licensor, but shall be repaid by the Licensee where the inspection is prolonged or repeated on account of accounting errors made by the Licensee or where transactions exceeding 10% of the amounts declared by the Licensee are detected.

Article 20.

Entry into force and term of agreement

The agreement shall enter into force, once signed by the Parties, the date written above. Where the validity of the agreement or payments are subject to any kind of official registration or prior authorization, the date of the said registration or authorization shall be the date of entry into force of the present agreement. The agreement will have a term of 10 years, unless the Parties decide to extend it by means of a later written agreement

Article 21.

Termination of agreement

Either party may terminate the present Agreement, owing to the default or violation by the other Party of any of the agreements established herein, or through the undertaking of any justified legal action pertaining to laws applicable hereto. The following shall also be causes for the termination of the present agreement: a) the failure to effect necessary prior registration or authorization within 3 months of the signing of the present agreement; b) the contesting of the licensed technology or know-how; c) any changes in the constitution or ownership of either Party which may affect significantly the results which the other Party may reasonably expect to obtain from the present agreement. In any scenario, the Licensee has to pay the outstanding licensee fee with an average revenue fee of the royalties for the remaining time period of the original agreement. The licensor will terminate the right to use, build or sell the SWATE Technologies within 90 days after termination of the agreement.

Article 22.

Completion of agreement

On completion of the present Agreement, the Licensee shall not manufacture the licensed products nor reveal to any third party the licensed technology acquired from the Licensor. This shall remain in force for as long as the licensed patents and know-how continue to be valid.

Article 23.

Confidentiality

The Licensee undertakes, for the term of the present agreement and beyond its completion, not to communicate to third parties any technical, commercial or financial information provided by the Licensor. On completion of the agreement, all documentation supplied shall be returned. Similarly, the Licensee shall require all its employees who may have access to the documentation and information provided by the Licensor to treat the same as secret and not pass it on to any third parties. The duty of confidentiality of employees shall go beyond the end at their employment or contractual relationship with the Licensee.

Article 24.

Applicable law and competent jurisdiction

Any disagreement which may arise from the present Agreement shall be resolved by the Courts and Tribunals of the Licensor’s country, and particularly, those of the local authorities where its headquarters is located, unless this Party should take legal action in the Courts and Tribunals where the Licensee’s headquarters is located.

Article 25.

Language

English, and is therefore considered to be the only authentic text for all legal effects.

Both Parties declare their conformity to the present agreement, which is signed in two copies, each of which shall be considered an original.

Signed by a duly authorized representative at the Licensor and the Licensee.

For and on behalf of the Licensor		For and on behalf of the Licensee

/s/ Irma Velazquez		/s/ Ralph Hofmeier
Mrs. Irma Velazquez, MSc		Mr. Ralph Hofmeier
CEO – SWATE		CEO – Eurosport Active World Corp (EAWC)

ANNEX 1.	PATENTS AND TRADEMARKS
	(Articles 1 and 2)

PATENTS
Registration number	Registration office (county)	Countries covered
Will follow ..........	Switzerland	Global

TRADE MARKS

Name

Registration number

Registration office (Country)

Countries covered

SWATE PLASMA

SWATS AWG

SWATS SPWPS

Will follow…

Switzerland

Global

ANNEX 2.	PRODUCTS
	(Article 1)

Product		Uses and applications
Plasma Converter system		Powered by electricity that causes the dissociation (breaking apart) of the molecular bonds of solid, liquid and gaseous compounds or materials of both hazardous and nonhazardous wastes (feedstock) organic and inorganic. The operation’s daily output, could be hundreds of thousands Kilowatt hours, millions of gallons drinking water and millions of cubic feet of valuable hydrogen gas for sustainable power generation. In that typical 1000 tons-per-day operation. The PCS is safetly managed by computer and customized as per Project needs assessment.

Product		Uses and applications
Solar Power Water Purification system		A high volume water purification solution utilizing solar, photovoltaic energy and, when applicable, a mini-windmill or an alternate source of renewable energy. From the sea, lake, river or stagnant, water is passed through several stages of purification and treatment until it is rendered drinkable as per World Health Organization standards. Its innovative design allows its implementation in a challenging geographical locations .

Product

Uses and applications

Atmosphere Water Generator

Powered by a renewable energy solutions the AWG produces pure potable water from the air’s humidity. The system produces sufficient quantities even at very dry and hot climate conditions. AWG plants can be scaled to almost any size community and/or population.

The machines employed suck in large volumes of air, cool it down to the dew point and collect the resulting condensing water, which is then filtered and mineralized. Through this process, pure drinking water is obtained that meets the quality standards of the WHO.

Exhibit 10.02

INTERNATIONAL SERVICES CONTRACT

Date: 1 ^st February 2013.

Between:

SWISS WATER TECH RESEARCH & DEVELOPMENT SA whose registered office is at 6a & 8 Puits Godet 6A, 2000 Neuchâtel, Switzerland and registration/fiscal number is RC NE SA 00599/2013 (hereafter referred to as the "Service Provider").

and:

Eurosport Active World Corp (EAWC Technologies) whose registered office is at 2000, Bvld Ponce de Leon, 6 ^th Floor, 33134 Miami Florida, USA and registration/fiscal number is 650913886 (hereafter referred to as the “Customer”).

Declare that:

I.	The Service Provider's main activity is to provide Operations Management, Engineering and technical services and possesses the knowledge, human resources , infrastructure and equipment necessary to provide the required services.

II.

The Costumer is a company wishing to contract the services offered by the Service

III.

Both parties undertake to observe the following contract:

1.	Object

The Service Provider undertakes to provide the services set out in Annex 1 thereafter "the Services”) under the terms and conditions established in the present Contract.

2.	Duration

The Service Provider shall affect the Services covered by the present Contract throughout a period of FIVE years as from the signing of the present Contract. On completion of this period, unless either Party has manifestly expressed otherwise, the present Contract shall be considered renewed by both Parties.

Price

The price which the Customer shall pay the Service Provider for the implementation of the Services covered by the present Contract is 35'000, — USD MONTHLY as a fixed rate plus the amount of the invoices that specific projects operations might required. This price does not include indirect taxation applicable according to the laws of the Customer's country of origin. The price shall be established according to the descriptions of Services and fees set out in Annex 1 of the present Contract. In case of amendment or extension of such services, the Customer and Service Provider undertake to negotiate new prices for the Services provided.

4.	Terms of payment

The price shall be paid according to the following terms:

The Customer Shall pay within FIVE calendar days the invoices that the Service Provider sends monthly for the Services provided over that same period.

5.	Travel Expenses

All travel expenses incurred by the Service Provider, necessary for compliance with the present Contract, shall be included in the invoice and appear in detail for the specific project.

6.	Obligations of the Service Provider

The Service Provider shall possess the infrastructure, human and technical resources necessary for the correct implementation of the Services within the term and under the conditions established in the present Contract.

The Service Provider undertakes to commence the provision of the Service no more than 10 days after the signing of the present Contract.

7.	Obligations of the Customer

The Customer undertakes to supply the Service Provider with all the information necessary for compliance with the present Contract. The Customer shall also make itself available for meetings with the Service Provider as many times as may be necessary throughout the term of the present Contract.

8.	Contacts

In order to comply with their contractual obligations, the Parties may appoint the follow persons to be responsible for the Service as well as to clarify any doubts, technical queries or incidents which may arise during the provision of Services:

- On behalf of the Service Provider: Ms. Ana Bcalriz Dorninguez Organero - Puits Godet 6A- 2000 Neuchâtel - Switzerland.

9.	Amendments or extensions to Services

Should the Customer or Service Provider wish to make amendments or extensions to the Service covered by the present Contract at any time, both Parties must negotiate as to the limits of such amendments or extensions. All agreernents adopted through such negotiation, whether pertaining to new aspects of service or price must be set down in written form.

10.

Subcontracting

The Service Provider may sub contract to other persons or companies some of the Services set out in Annex 1 of the present Contract on condition that the Customer is informed to that end. The Service Provider shall be responsible for the actions of such subcontracted agents under the same terms as those undertaken by itself.

11	Responsibility

Either Party Shall be held responsible for negligence or default of the obligations established in the present Contract, which may cause damages or hindrance to the other Party. The Party, which suffers any sort of damage or hindrance from its counterpart, is entitled to compensation for such damages.

12.

Penalty for delays

The Service Provider shall pay the Customer the amount of 35,000 USD for each month of delay in the provision of Services covered by the present Contract.

13.

Termination of contract

Either Partv is entitled to terminate the present Contract in case of serious default of contractual obligations or in exceptional circumstances which justify its termination, such as: (a) bankruptcy or Insolvency of either Party: (b) default of important obligations, in particular the payment within the agreed period of time; (c) change of ownership of either Party which May affect the results which the other Party may reasonable expect to obtain from the present Contract. Similarly, the Contract may be terminated should the person responsible for the Service appointed by the Service Provider, MS. Ana Beatriz Dominguez Organero, no longer be employed in the company acting as Service Provider. In all cases, and as a requirement prior t o the termination of the contract by either Party, the defaulting Party shall be notified as to the nature of the default and given a period of 30 calendar days thereafter in which to make good such default. After the said period, the Contract may be terminated. Where applicable the default of any contractual obligation by one Party entitles the other Party to compensation for damages caused.

14.

Confidentiality

The Service Provider undertakes to keep strict confidentiality as to the information and documentation provided by the Customer throughout the term of the present Contract and for 1 year after its completion. Similarly, it undertakes not to reveal any knowledge or information acquired about the Customer either directly or indirectly. On completion of the present Contract, the Service Provider shall destroy all information held in any file of database, or printed or otherwise recorded in any way.

15.

Warranty

The Services Provider guarantees to the Customer that it possesses all necessary licenses and authorizations required by applicable legislation, to comply with the requirements of the present Contract. The Service Provider guarantees that it possesses an insurance policy, which covers any compensation, it may have to make to the Customer for Incorrect and/or irregular provision of Services.

16.

Legal situation

Throughout the term of the present Contract, the Customer may request the Service Provider to facilitate copies of any document certifying that the latter complies with its legal, labour and tax obligations toward the appropriate authorities or any other legally untitled third party.

17.

Amendments

No amendment or addition to the present Contract shall be valid unless agreed in writing by both Parties.

18.

Applicable law and competent Jurisdiction

The Parties shall exercises their best efforts to resolve by negotiation any dispute, controversy difference between them arising out or relating to this Contract.

If the dispute is not be resolved by direct negotiation, it will be finally settled by legal proceedings in the Courts of Switzerland, and both parties agree to submit to the jurisdiction of those Courts.

19.

Taxation

All taxation derived from the present Contract shall be met by the Parties according to the legislation of their respective countries.

20.

Language

T he whole text of the present Contract, as well as the documents derived from it, including those in the Annex, have been written in English, and is therefore considered to be the only authentic text for all legal effects.

Both Parties declare their conformity to the present Contract, which is signed on two copies, each of which is considered original.

This Contract enters into force the date written above.

Signed by a duly authorized representative of the Service Provider and of the Customer.

At Neuchâtel - Switzerland, on March 1 ^st , 2013.

For and on behalf of the Service Provider.		For and on behalf of the Customer

/s/ Irma Velazquez		/s/ Ralph Holmeier
Irma Velazquez, CEO		Ralph Holmeier, CEO
Swiss Water Tech SA		Eurosport Active World Corp

ANNEX 1. SERVICES COVERED BY THE CONTRACT

Description of services contracted

(i)

FINANCIAL AND ACCOUNTING MATTERS.

Service Provider shall maintain Client's general ledger, accounts receivable and accounts payable records, and Fixed asset records and provide billing and collection services. Service Provider shall also provide, or cause to be provided, to Client payroll services, including assistance with regulatory compliance matters.

(ii)

INSURANCE MATTERS.

Service Provider shall provide or cause to be provided to Client insurance with the coverage, insurers, and maximum deductibles as will be set forth later by the Client in a written notice. All such insurance policies shall add Client as an additional named insured and such insurers shall be required to provide Client with no less than 30 days prior written notice of any change or cancellation of any such insurance. In the event of any such potential change which may have a materially adverse affect on the Client, or in the event of potential cancellation, cIient shall be entitled to secure replacement insurance at its own cost.

	(iii)	IT SERVICES.
		Service Provider shall provide certain general information technology services and infrastructure including assistance with installation, and maintenance of telephonic and computer equipment. Service Provider shall also provide Client with the use of Service Provider's existing and future telephone automatic call distribution networks and systems and email systems. Service Provider shall provide such technical support and maintenance as Client reasonably requests for Client and its clients.

	(iv)	WEB HOSTING AND MAINTENANCE OF CLIENT WEB SITE.
		Service Provider will provide Web hosting and maintenance services for the Client Web Site. In consideration of hosting and maintaining the Client Web Site, Client transfers to the Service Provider the right to use the Client Web Site as its own Web site in its efforts to resell the Client Products.

	(v)	CUSTOMER SUPPORT.
		Service Provider shall provide and perform such services related to technical assistance to Client's End Users Customers and Distributors, customer training and any other tasks relating to servicing the Client’s Customers and Distributors.

	(vi)	SUPPLY CHAIN MANAGEMENT.
		Service Provider shall provide and perform such services related to the delivery of physical EAWC packages to other Client’s Distributors or End-Users Customers; provided that the cost of these services to Client will equal Administrative Services compensation plus other direct costs and expenses related to packaging and shipping.

	(vii)	DEVELOPMENT SUPPORT
		Service Provider shall perform such specific consulting projects and research projects for EAWC Business development, from time to time, as shall requested by the Client and upon such terms as may be agreed upon between the Client and Service Provider; provided that the cost of these services to Client will equal Service Provider’s salary and benefits costs for the employee-developers and others direct costs and expenses, plus [15%].

	(viii)	OTHER SERVICES PROVIDED by Service Provider.
		Service Provider shall provide and perform such other services, as shall be requested by the Client and agreed upon between the Client and Service Provider, from time to time, at such price and on such terms as agreed.

Exhibit 10.03

Eurosport Active World Corp.

Employment Contract

This Agreement, dated as of January 1, 2012 (the “Effective Date”), is made and entered into by and between Eurosport Active World Corp. (“EAWC”), a Florida corporation having its mailing address at 3250 Mary Street, Suite 303, Miami, FL 33133, and. Ralph M. Hofmeier (“RMH”), having his business address at 3120 Lucaya St. Miami, FL 33133.

WITNESSETH

WHEREAS, EAWC wishes RMH to serve as its Chief Executive Officer (CEO), and RMH wishes to serve in such a capacity; and

WHEREAS, the parties desire to set forth in writing the terms pursuant to which RMH shall serve as CEO of EAWC.

In consideration of the foregoing premises and the mutual covenants and promises set forth below, the parties agree as follows:

Engagement . EAWC hereby engages CEO to serve as EAWC's CEO, and RMH hereby accepts such engagement.

Term . Unless earlier terminated pursuant to paragraph 5 below, this Agreement shall have a term of five (10) years, commencing January 1, 2012, and expiring December 31, 2022. At the end of the initial term, and each subsequent renewal term, this Agreement shall automatically be renewed for successive one(1) year terms, unless either party shall give at least ninety (90) days written notice to the other party of its intent not to renew this Agreement.

Duties . RMH shall perform all of the duties usually and customarily performed by the CEO of a company engaged in the business of developing green technologies and within the Law & Rules of a public traded Corporation of the USA

Compensation . As compensation for the performance of his duties pursuant to this Agreement, RMH shall be tendered 2,200,000 share options of EAWC common shares in accordance with the Non-Qualified Stock Option Agreement dated January 1, 2012. Such compensation may be increased or changed at any time during the term of this Agreement by the affirmative vote of EAWC's Board of Directors and the full written agreement of RMH If EAWC enters into any agreement, or by any other circumstance, wherein there a change of control in the ownership or management of the Company, any remaining of this EAWC shares options that are being pledged in this agreement to RMH, and have not as yet achieved the status of being exercisable, will become immediately exercisable. The annual salary for the CEO position is fixed for the first year with $125,000 p.a. The second year it will increase to $150,000 p.a. Any increase for the remaining years has to be a subject of approval from the Board.

Termination . EAWC may terminate this Agreement upon written notice to RMH for “cause”. For purposes of this Agreement cause shall mean:

Actions or omissions by RMH in connection with the performance of his duties hereunder which constitute fraud, dishonesty or willful misconduct;

	ii.	Conviction of RMH of a felony;

	iii	RMH’s breach of a material provision of this Agreement which continues uncured for Thirty (30) days after written notice to RMH of such breach;

iv.

RMH's inability to perform his duties hereunder due to death or disability.

Assignment . RMH cannot assign this contract to anyone else WITHOUT approval of the Board. Only a majority of the Board can take actions against the CEO at all.

Waiver . Waiver of any provision or breach hereof in any instance shall not be deemed a waiver of any other or future breach of the same provision or of any other provision or of the entire Agreement.

Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions thereof.

Governing Law . This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida, United States of America.

10.

Entire Agreement . This Agreement constitutes the entire understanding of the parties on the subject matter hereof, supersedes all prior written or oral understandings and may not be modified or amended, except in writing, and duly executed by authorized representatives of the respective parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written:

EUROSPORT ACTIVE WORLD CORP.

By:	/s/ Irma Velazquez	/s/ Ralph M. Hofmeier
	Irma Velazquez, COO	Ralph M. Hofmeier

Exhibit 10.04

Eurosport Active or Corp.

Employment Contract

This Agreement, dated as of January 1, 2012 (the “Effective Date”), is made and entered into by and between Eurosport Active World Corp. (“EAWC”), a Florida corporation having its mailing address at 3250 Mary Street, Suite 303, Miami, FL 33133, and Irma Velazquez, MSc (“IV”), having his business address at Chemin du Communet 10C — Gland- Vaud. Switzerland.

WITNESSETH

WHEREAS, EAWC wishes IV to serve as its Chief Operations Officer (COO), and IV wishes to serve in such a capacity; and

WHEREAS, the parties desire to set forth in writing the terms pursuant to which IV shall serve as COO of EAWC.

In consideration of the foregoing premises and the mutual covenants and promises set forth below, the parties agree as follows:

Engagement . EAWC hereby engages COO to serve as EAWC’s COO, and IV hereby accepts such engagement.

Term . Unless earlier terminated pursuant to paragraph 5 below, this Agreement shall have a term of five (10) years, commencing January 1, 2012, and expiring December 31, 2022. At the end of the initial term. and each subsequent renewal term, this Agreement shall automatically be renewed for successive one (1) year terms, unless either party shall give at least ninety (90) days written notice to the other party of its intent not to renew this Agreement.

	3 .	Duties . IV shall perform all of the duties usually and customarily performed by the COO of a company engaged in the business of developing green technologies and within the Law & Rules of a public traded Corporation of the USA .

	4.	Compensation . As compensation for the performance of his duties pursuant to this Agreement, IV shall be tendered 2,200,000 share options of EAWC common shares in accordance with the Non-Qualified Stock Option Agreement dated January 1, 2012. Such compensation may be increased or changed at any time during the term of this Agreement by the affirmative vote of EAWC’s Board of Directors and the full written agreement of IV If EAWC enters into any agreement, or by any other circumstance, wherein there a change of control in the ownership or management of the Company, any remaining of this EAWC shares options that arc being pledged in this agreement to IV, and have not as yet achieved the status of being exercisable, will become immediately exercisable. The annual salary for the COO position is fixed for the first year with $125,000 p.a. The second year it will increase to $150,000 p.a. Any increase for the remaining years has to be a subject of approval from the Board .

Termination . EAWC may terminate this Agreement upon written notice to IV for “cause”. For purposes of this Agreement, cause shall mean:

	i.	Actions or omissions by IV in connection with the performance of his duties hereunder which constitute fraud, dishonesty or willful misconduct;
	ii.	Conviction of IV of a felony;
	iii.	IV’s breath of a material provision of this Agreement which continues uncured for thirty (30) days after written notice to IV of such breach;
	iv.	IV’s inability to perform his duties hereunder due to death or disability.

6 .

Assignment . IV cannot assign this contract to anyone else WITHOUT approval of the Board. Only a majority of the Board can take actions against the COO at all.

	7 .	Waiver . Waiver of any provision or breach hereof in any instance shall not be deemed a waiver of any other or future breach of the same provision or of any other provision or of the entire Agreement.

	8 .	Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions thereof.

	9.	Governing Law . This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida, United States of America.

	10.	Entire Agreement . This Agreement constitutes the entire understanding of the parties on the subject matter hereof, supersedes all prior written or oral understandings and may not be modified or amended, except in writing, and duty executed by authorized representatives of the respective parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day an year first above written:

EUROSPORT ACTIVE WORLD CORP.

By:	/s/ Ralph M. Hofmeier	/s/ Irma Velazquez
	Ralph M. Hofmeier, CEO	Irma Velazquez, MSc

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use within this Registration Statement on Form S-1 of Eurosport Active World Corp. (the “Company”) of our report dated July 22, 2015 relating to the Company’s consolidated balance sheets as of December 31, 2014 and 2013 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years then ended. We also consent to the reference to our firm under the heading "Experts" in such Registration Statement.

/s/ Mallah Furman

Fort Lauderdale, Florida

October 7, 2015