United States securities and exchange commission logo





                               June 7, 2024

       T. Riggs Eckelberry
       Chief Executive Officer
       OriginClear, Inc.
       13575 58th Street North, Suite 200
       Clearwater, FL 33760

                                                        Re: OriginClear, Inc.
                                                            Offering Statement
on Form 1-A
                                                            Filed on May 24,
2024
                                                            File No. 024-12439

       Dear T. Riggs Eckelberry:

                                                        We have reviewed your
offering statement and have the following comments.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response. After
       reviewing any amendment to your offering statement and the information
you provide in
       response to this letter, we may have additional comments.

       Offering Statement on Form 1-A

       Cover page

   1.                                                   Please revise your
disclosure to describe clearly the structure of the transaction. Please
                                                        also ensure that your
disclosure regarding the transaction throughout the filing is
                                                        consistent. In this
regard, we note that your current disclosure regarding the number of
                                                        securities and
transaction structure differs throughout the offering statement.
   2.                                                   Your disclosure on page
2 that you have not engaged the services of a broker-dealer for
                                                        this offering is not
consistent with your disclosure on page 53 that you have engaged
                                                        Manhattan Street
Capital as your broker dealer of record. Please revise or advise.
       Risk Factors, page 10

   3.                                                   We note your disclosure
beginning on page 18 regarding potential levels of dilution that
                                                        your shareholders may
experience as a result of this offering. Please provide related risk
                                                        factor disclosure, if
material.
 T. Riggs Eckelberry
FirstName  LastNameT. Riggs Eckelberry
OriginClear, Inc.
Comapany
June 7, 2024NameOriginClear, Inc.
June 7,
Page 2 2024 Page 2
FirstName LastName
Plan of Distribution
Bonus Program, page 55

4.       We note your disclosure that "[c]ertain investors" are eligible to
receive bonus
         shares. Please revise to explain how bonus shares are earned and which
investors are
         eligible to receive bonus shares.
Selling Shareholders, page 59

5.       Please revise to disclose the persons who have sole or shared voting
power over the shares
         beneficially owned by CAPITANZ LLC. Refer to the instruction to Item
5(d) of Form 1-
         A.
Signatures, page 54

6.       We note that the filing is signed on behalf of Water On Demand, Inc.
Please revise to sign
         the offering statement on behalf of the issuer. Refer to the
signatures section of Form 1-A.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       Please contact Lauren Pierce at 202-551-3887 or Jeff Kauten at
202-551-3447 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      J. Martin Tate