Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 31, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ORIGINCLEAR, INC. | ||
Entity Central Index Key | 1,419,793 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 6,072,066 | ||
Entity Common Stock, Shares Outstanding | 288,905,273 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash | $ 695,295 | $ 198,384 |
Contracts receivable, less allowance for doubtful accounts of $50,000 and $0, respectively | 1,066,223 | |
Cost in excess of billing | 16,748 | |
Other receivable | 100,000 | |
Work in progress | 95,366 | $ 87,123 |
Prepaid expenses | 30,477 | 46,482 |
TOTAL CURRENT ASSETS | 2,004,109 | 331,989 |
NET PROPERTY AND EQUIPMENT | 197,257 | 78,888 |
OTHER ASSETS | ||
Other asset | 19,538 | 37,038 |
Goodwill | 487,447 | |
Trademark | 4,467 | 4,467 |
Security deposit | 9,650 | 10,247 |
TOTAL OTHER ASSETS | 521,102 | 51,752 |
TOTAL ASSETS | 2,722,468 | 462,629 |
Current Liabilities | ||
Accounts payable and other payable | 604,393 | 203,082 |
Accrued expenses | 487,734 | $ 272,291 |
Billing in excess of cost | 503,718 | |
Customer deposit | 113,950 | |
Warrant reserve | 20,000 | |
Deferred income | 150,000 | $ 47,570 |
Derivative liabilities | 9,317,475 | 4,052,401 |
Convertible promissory notes, net of discount of $161,857 and $454,054, respectively | 4,278,315 | 3,087,602 |
Total Current Liabilities | $ 15,475,585 | $ 7,662,946 |
Commitments and contingencies | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 232,588,828 and 99,748,172 shares issued and outstanding, respectively | $ 23,258 | $ 9,975 |
Additional paid in capital | 46,307,448 | $ 40,258,419 |
Accumulated other comprehensive loss | (47) | |
Accumulated deficit | (59,083,777) | $ (47,468,711) |
TOTAL SHAREHOLDERS' DEFICIT | (12,753,117) | (7,200,317) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 2,722,468 | $ 462,629 |
Series A Preferred Stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | ||
Preferred Series A treasury shares, 1,000 shares outstanding at no cost | ||
Series B Preferred Stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 50,000 | $ 0 |
Discount on debt | $ 161,857 | $ 454,054 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 232,588,828 | 99,748,172 |
Common stock, shares outstanding | 232,588,828 | 99,748,172 |
Series A Preferred Stock | ||
Designated shares | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 0 |
Preferred stock, shares outstanding | 1,000 | 0 |
Preferred treasury stock shares outstanding | 1,000 | 1,000 |
Series B Preferred Stock | ||
Designated shares | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 0 |
Preferred stock, shares outstanding | 10,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Sales | $ 954,470 | $ 166,195 |
Cost of Goods Sold | 841,903 | 106,919 |
Gross Profit | 112,567 | 59,276 |
Operating Expenses | ||
Selling and marketing expenses | 2,042,312 | 2,643,779 |
General and administrative expenses | 4,200,200 | 3,096,693 |
Research and development | 814,014 | 1,284,611 |
Depreciation and amortization expense | 22,598 | 16,547 |
Total Operating Expenses | 7,079,124 | 7,041,630 |
Loss from Operations | $ (6,966,557) | (6,982,354) |
OTHER (EXPENSE) INCOME | ||
Realized gain on investment | $ 6,353 | |
Other income | $ 9,796 | |
Gain on sale of asset | 14,318 | |
Fair value of financing cost | (143,172) | |
(Loss) on net change in derivative liability | (2,856,917) | $ (1,701,406) |
Commitment fee | (51,697) | (128,762) |
Interest expense | (1,620,837) | (2,332,439) |
TOTAL OTHER (EXPENSE) INCOME | (4,648,509) | (4,156,254) |
NET LOSS | $ (11,615,066) | $ (11,138,608) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.07) | $ (0.15) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 159,667,650 | 74,966,622 |
Statements of Shareholders' Equ
Statements of Shareholders' Equity Deficit - USD ($) | Total | Preferred stock | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance at Dec. 31, 2013 | $ (1,513,199) | $ 5,366 | $ 34,811,538 | $ (36,330,103) | ||
Beginning balance (shares) at Dec. 31, 2013 | 53,664,505 | |||||
Common stock issued for exercise of warrants for cash | 750,000 | $ 500 | 749,500 | |||
Common stock issued upon exercise of warrants for cash, (shares) | 5,000,000 | |||||
Common stock issuance for conversion of debt | 1,987,193 | $ 2,846 | 1,984,347 | |||
Common stock issuance for conversion of debt (shares) | 28,459,517 | |||||
Common stock issuance of supplemental shares | 234,516 | $ 133 | 234,383 | |||
Common stock issuance of supplemental shares (shares) | 1,326,881 | |||||
Common stock issued at fair value for services | 1,998,721 | $ 1,125 | 1,997,596 | |||
Common stock issued at fair value for services (shares) | 11,251,903 | |||||
Common stock issued for purchase of asset | 7,000 | $ 5 | 6,995 | |||
Common stock issued for purchase of asset (shares) | 45,366 | |||||
Beneficial conversion feature | 277,160 | 277,160 | ||||
Stock and warrant compensation cost | $ 196,900 | $ 196,900 | ||||
Preferred A shares issued | ||||||
Preferred A shares issued (shares) | 1,000 | |||||
Preferred A treasury shares | (1,000) | |||||
Net loss for the year ended | $ (11,138,608) | $ (11,138,608) | ||||
Ending balance at Dec. 31, 2014 | (7,200,317) | $ 9,975 | $ 40,258,419 | $ (47,468,711) | ||
Ending balance (shares) at Dec. 31, 2014 | 99,748,172 | |||||
Common stock issued for exercise of warrants for cash | 303,681 | $ 684 | 302,997 | |||
Common stock issued upon exercise of warrants for cash, (shares) | 6,840,291 | |||||
Common stock issued in a private placement for cash | 1,042,050 | $ 3,557 | 1,038,493 | |||
Common stock issued in a private placement for cash (shares) | 35,568,348 | |||||
Common stock issuance for conversion of debt | 1,456,973 | $ 6,136 | 1,450,837 | |||
Common stock issuance for conversion of debt (shares) | 61,363,210 | |||||
Common stock issuance of supplemental shares | 51,697 | $ 385 | 51,312 | |||
Common stock issuance of supplemental shares (shares) | 3,857,206 | |||||
Common stock issued at fair value for services | 1,260,521 | $ 2,521 | 1,258,000 | |||
Common stock issued at fair value for services (shares) | 25,211,601 | |||||
Stock based compensation | 1,739,620 | 1,739,620 | ||||
Beneficial conversion feature | 28,924 | $ 28,924 | ||||
Accumulated comprehensive loss | $ (47) | $ (47) | ||||
Preferred A shares issued | ||||||
Preferred A shares issued (shares) | 1,000 | |||||
Preferred B shares issued in connection with PWT acquisition | $ 1,500,000 | $ 1 | $ 1,499,999 | |||
Preferred B shares issued in connection with PWT acquisition, shares | 10,000 | |||||
Derivative liability - Preferred B shares | (1,321,152) | $ (1,321,152) | ||||
Net loss for the year ended | (11,615,066) | $ (11,615,066) | ||||
Ending balance at Dec. 31, 2015 | $ (12,753,117) | $ 1 | $ 23,258 | $ 46,307,448 | $ (47) | $ (59,083,777) |
Ending balance (shares) at Dec. 31, 2015 | 11,000 | 232,588,828 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (11,615,066) | $ (11,138,608) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation & amortization expense | $ 22,598 | 16,547 |
Gain on sale of investment | $ (6,353) | |
Gain on sale of asset | $ (14,318) | |
Common stock and warrants issued for services | 1,260,521 | $ 1,998,721 |
Stock and warrant compensation expense | 1,739,620 | $ 196,900 |
Fair value of debt financing cost | 143,172 | |
Loss on net change in valuation of derivative liability | 2,856,917 | $ 1,701,406 |
Debt discount and original issue discount recognized as interest expense | 1,264,844 | 2,114,582 |
Non cash commitment fee expense | 51,697 | $ 128,762 |
(Increase) Decrease in: | ||
Contracts receivable | (93,466) | |
Cost in excess of billing | 68,811 | |
Other receivable | (100,000) | |
Prepaid expenses | 16,005 | $ (11,951) |
Work in progress | (8,243) | (66,074) |
Other asset | 18,097 | 1,903 |
Increase (Decrease) in: | ||
Accounts payable | 652,715 | 471,810 |
Accrued expenses | 267,839 | $ 139,137 |
Billing in excess of cost | 355,117 | |
Deferred income | 102,430 | $ (2,430) |
NET CASH USED IN OPERATING ACTIVITIES | $ (3,010,710) | (4,455,648) |
CASH FLOWS USED FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of investment, at cost | $ 6,815 | |
Proceeds from sale of fixed assets | $ 9,100 | |
Cash from acquisition of subsidiary | 451,431 | |
Purchase of fixed assets | (113,688) | $ (14,231) |
CASH PROVIDED BY (USEDIN) INVESTING ACTIVITIES | 346,843 | (7,416) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible promissory notes | 1,815,000 | 3,090,000 |
Proceeds for issuance of common stock and exercise of warrants | 1,345,731 | 750,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,160,731 | $ 3,840,000 |
Effect of exchange rate changes on cash | 47 | |
NET INCREASE (DECREASE) IN CASH | 496,911 | $ (623,064) |
CASH BEGINNING OF YEAR | 198,384 | 821,448 |
CASH END OF YEAR | 695,295 | 198,384 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | $ 878 | $ 1,776 |
Taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||
Conversion of accounts payable into a convertible note | $ 432,048 | |
Beneficial conversion feature on convertible note | $ 277,160 | |
Common stock issued for supplemental shares | $ 51,696 | 234,516 |
Common stock issued for fixed asset | 7,000 | |
Common stock issued for conversion of debt | $ 1,456,973 | $ 1,987,193 |
Preferred stock issued for acquisition of PWT | $ 1,500,000 |
Organisation and Line of Busine
Organisation and Line of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Line of Business [Abstract] | |
ORGANIZATION AND LINE OF BUSINESS | 1. ORGANIZATION AND LINE OF BUSINESS Organization OriginClear, Inc. (formerly OriginOil, Inc), the ("Company") was incorporated in the state of Nevada on June 1, 2007. The Company, based in Los Angeles, California, began operations on June 1, 2007 to develop and market a renewable oil technology. The Company began its’ planned principle operations in December, 2010, at which time it exited the development stage. In December 2014, the Company formed a wholly owned subsidiary, OriginOil (HK) Limited (OOHK), in Hong Kong, China. The Company plans to grant OOHK a master license for the People’s Republic of China. In turn, OOHK is expected to license regional joint ventures for frack and waste treatment. A research and manufacturing center is also planned. As of December 31, 2015, OOHK has limited assets and operations. On October 1, 2015, the Company completed the acquisition of 100% of the total issued and outstanding stock of Progressive Water Treatment, Inc. (“PWT”) and is included in these consolidated financial statements as a wholly owned subsidiary. See Note 3. Line of Business OriginClear is a pure technology co mpany and is the developer of Electro Water Separation™ (EWS), the high-speed, primarily chemical-free technology to clean up large quantities of water. The Company’s technology integrates easily with other industry processes and can be embedded into larger systems through licensing and joint ventures. Through the acquisition of PWT, the Company is primarily engaged in providing water treatment systems and services for a wide variety of applications and component sales. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the year ended December 31, 2015, the Company did not generate significant revenue, incurred a net loss of $11,615,066 and used cash in operations of $3,010,710. As of December 31, 2015, the Company had a working capital deficiency of $13,471,476 and a shareholders’ deficit of $12,753,117. These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2014 expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the year ended December 31, 2015, the Company obtained funds from the issuance of convertible note agreements and from sales of its common stock and warrants. The Company also has standing purchase orders and open invoices with customers which will provide funds for operations. Management believes this funding will continue from its’ current investors and from new investors. Management believes the existing shareholders, the prospective new investors and future sales will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its wholly owned operating subsidiaries, Progressive Water Treatment, Inc., and OriginOil (HK), Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity 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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s goodwill, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, derivative liabilities, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2015, the cash balance in excess of the FDIC limits was $250,929. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Loss per Share Calculations Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2015 and 2014, respectively, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. For the years ended 2015 2014 (Loss) to common shareholders (Numerator) $ (11,615,066 ) $ (11,138,608 ) Basic and diluted weighted average number of common shares outstanding denominator 159,667,650 74,966,622 The Company has excluded 119,404,644 stock options, 23,297,108 warrants, shares issuable from convertible debt of $4,440,172 and shares issued from potentially convertible preferred stock for the year ended December 31, 2015 because their impact on the loss per share is anti-dilutive. The Company has excluded 4,404,643 stock options, 30,946,563 warrants and shares issuable from convertible debt of $3,541,656 for the year ended December 31, 2014 because their impact on the loss per share is anti-dilutive. Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. Revenue Recognition Equipment sales We recognize revenue upon delivery of equipment, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the equipment is transferred to the customer once the last payment is received. We record revenue as goods are shipped, and the equipment has been fully accepted by the customer. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have a purchase agreement signed by the customer with a payment arrangement. Percentage of completion Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35 – “ Accounting for Performance of Construction-Type and Certain Production Type Contracts”. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Contract Receivable The Company bills its customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company maintains an allowance for doubtful accounts for estimated losses that may arise if any customer is unable to make required payments. Management performs a quantitative and qualitative review of the receivables past due from customers on a monthly basis. The Company records an allowance against uncollectible items for each customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote. The allowance for doubtful accounts was approximately $50,000 and $0 as of December 31, 2015 and 2014, respectively. The net contract receivable balance was $1,066,223 and $0 at December 31, 2015 and 2014, respectively. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2015 and 2014, and determined there was no impairment of indefinite lived intangibles and goodwill. Research and Development Research and development costs are expensed as incurred. Total research and development costs were $814,014 and $1,284,611 for the years ended December 31, 2015 and 2014, respectively. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $164,463 and $248,129 for the years ended December 31, 2015 and 2014, respectively. Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Black-Scholes-Merton option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2015, the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2015 and 2014. (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2015 $ - $ - $ 9,317,475 Derivative Liability, December 31, 2014 $ - $ - $ 4,052,401 The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value: Balance as of January 1, 2014 $ 1,031,484 Fair Value of derivative liabilities issued 1,319,512 Conversion of notes payable (3,396,556 ) Loss on change in derivative liability 5,097,961 Balance as of December 31, 2014 $ 4,052,401 Fair Value of derivative liabilities issued 2,408,157 Conversion of notes payable (1,565,765 ) Loss on change in derivative liability 4,422,682 Balance as of December 31, 2015 9,317,475 For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: 12/31/2015 12/31/2014 Risk free interest rate .14% - 1.31 % .02% - .26 % Stock volatility factor 35.80% - 103.83 % 68.29% - 111.86 % Weighted average expected option life 6 months – 2.75 years 6 months - 2 years Expected dividend yield None None Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated. Recently Issued Accounting Pronouncements On June 19, 2014, the Company adopted the amendment to (Topic 718) Stock Compensation Accounting for Share-Based Payments In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). This ASU provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry specific guidance. The standard’s core principle is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers" (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company’s financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The Board received feedback that having different balance sheet presentation requirements for debt issuance costs and debt discount and premium creates unnecessary complexity. Recognizing debt issuance costs as a deferred charge (that is, an asset) also is different from the guidance in International Financial Reporting Standards (IFRS), which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of adopting this ASU, if it is deemed to be applicable. Management reviewed currently issued pronouncements during the twelve months ended December 31, 2015, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompany consolidated financial statements. |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Abstract] | |
BUSINESS ACQUISITION | 3. BUSINESS ACQUISITION On October 1, 2015, the Company”), closed the transaction contemplated by the Share Exchange Agreement (the “Agreement”) with Progressive Water Treatment, Inc., a Texas corporation (“PWT”) and Marc Stevens, PWT’s sole shareholder (“Stevens”), dated July 31, 2015 (the “Agreement”). The Company acquired PWT from Stevens through the transfer of all issued and outstanding shares of PWT in exchange (the “Exchange”) for 10,000 shares of a new series of preferred stock, the Series B Preferred Stock, filed with the State of Nevada by the Company on October 1, 2015. Each share of Series B Preferred Stock has a stated value of $150 per share and is convertible into shares of the Company’s common stock at a conversion price of $0.03 per share, which may be converted to the Company’s common stock in three annual increments beginning 12 months from closing. The conversion price is subject to adjustment in the case of reverse splits, stock dividends, reclassifications and the like. In addition, the conversion price is subject to certain full ratchet anti-dilution protection. The Series B Preferred Stock is entitled to vote with holders of the Company’s common stock on all corporate actions, including the election of the Company’s directors. The holders of the Series B Preferred Stock are entitled to cast one vote for each share of Series B Preferred Stock owned. This brief description of the Certificate of Designation is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation as attached to this Current Report on as Exhibit 3.8. The acquisition was accounted for under ASC 805. PWT is engaged in providing water treatment systems and services for a wide variety of applications and component sales. The acquisition is designed to enhance our services in water treatment. PWT became a wholly-owned subsidiary of the Company. Under the purchase method of accounting, the transactions were valued for accounting purposes at $1,500,000, which was the fair value of PWT at the time of acquisition. The assets and liabilities of PWT were recorded at their respective fair values as of the date of acquisition. Since, the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: Convertible promissory note $ 1,500,000 Total purchase price $ 1,500,000 Tangible assets acquired $ 1,549,700 Liabilities assumed (537,147 ) $ 1,012,553 Goodwill 487,447 Total purchase price $ 1,500,000 As of December 31, 2015, the Company has not identified any intangible assets other than goodwill. However, the above estimated fair value of the intangible assets of PWT is based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of PWT had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Year Ended Year Ended December 31, 2015 (unaudited) December 31, 2014 (unaudited) Total Revenues $ 4,999,834 $ 6,241,303 Net (Loss) $ (11,545,002 ) $ (10,324,861 ) Basic and Diluted Net (Loss) Per Common Share $ (0.07 ) $ (0.15 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
PROPERTY & EQUIPMENT | 4. PROPERTY & EQUIPMENT Property and Equipment consists of the following as of December 31, 2015 and 2014: 2015 2014 Machinery & equipment $ 155,019 86,855 Furniture & fixtures 27,452 29,593 Computer equipment 53,594 39,293 Vehicles 31,358 - Leasehold improvements 121,639 94,914 389,062 250,655 Less accumulated depreciation and amortization (191,805 ) (171,767 ) $ 197,257 78,888 During the years ended December 31, 2015 and 2014, depreciation and amortization expense was $22,598 and $16,547, respectively. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2015 | |
Capital Stock [Abstract] | |
CAPITAL STOCK | 5. CAPITAL STOCK Preferred Stock On April 10, 2015, the Corporation filed a Certificate of Designation for its Series A Preferred Stock with the Secretary of State of Nevada (the “Old Series A Certificate of Designation”) designating 1,000 shares of its authorized preferred stock as Series A Preferred Stock, par value $0.0001 per share. On July 9, 2015, the 1,000 shares of Old Series A Preferred Stock issued to T. Riggs Eckelberry were automatically redeemed by the Corporation, and there are no shares of Old Series A Preferred Stock outstanding. The Board of Directors approved the cancellation of the Old Series A Shares and withdrawal of the Old Series A Certificate of Designation. On July 31, 2015, the Board of Directors of the Company adopted a Certificate of Designation establishing the rights, preferences, privileges and other terms of Series B Preferred Stock, par value $0.0001 per share which will consist of 10,000 shares (the “Series B Preferred Stock”). On October 1, 2015, the Company filed the Certificate of Designation for the Series B Preferred Stock with the Secretary of State of Nevada and Series B Shares were issued to the shareholders of Progressive Water Treatment, Inc. in connection with the share exchange agreement. One third (1/3) of the shares received by the holder may be converted into common stock beginning one (1) year after the first date on which a share of Series B Preferred Stock was issued (the “Original Issue Date); one third (1/3) may be converted beginning two (2) years after the original issue date; and the remaining one third (1/3) may be converted beginning three years after the original issue date. The number of shares of common stock issuable for each share of converted Series B Preferred Stock shall be calculated by dividing the stated value by the market price, the market price shall be the average of the closing trade prices of the twenty-five (25) days prior to the date of the conversion notice. See Note 3. The Series B Preferred Stock has redemption features that are redeemable solely at the option of the Company. Each share of Series B Preferred Stock has a stated value of $150 per share and is convertible into shares of the Company’s common stock at a conversion price of $0.03 per share, which may be converted to the Company’s common stock in three annual increments beginning 12 months from closing. The conversion price is subject to adjustment in the case of reverse splits, stock dividends, reclassifications and the like. In addition, the conversion price is subject to certain full ratchet anti-dilution protection. Accordingly, the preferred stock is valued under the provision of ASC Topic 815, Derivatives and Hedging, because the conversion feature of the preferred stock was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The Series B Preferred Stock shall have the rights, preferences and privileges as set forth in the exchange agreement. On September 29, 2015, the Board of Directors of the Company adopted a Certificate of Designation establishing the rights, preferences, privileges and other terms of Series A Preferred Stock, par value $0.0001 per share, (“New Series A Preferred Stock”) providing for supermajority voting rights to holders of New Series A Preferred Stock. The Board believes that it is in the best interest of the stockholders of the Corporation that the New Series A Preferred Stock be issued to the Company’s Chief Executive Officer and Director, T. Riggs Eckelberry. Upon filing of the New Series A Preferred Stock Certificate of Designation in accordance with the provisions of Nevada law, the Board authorized the Corporation to issue 1,000 shares of New Series A Preferred Stock to Mr. Eckelberry. Common Stock On August 13, 2014, the Company filed an amendment to its Articles of Incorporation to increase its authorized shares of common stock to 1,000,000,000 shares. There was no change to the 25,000,000 authorized shares of preferred stock or par value. The total number of authorized shares increased to 1,025,000,000. Year ended December 31, 2015 The Company issued 35,568,348 shares of common stock through a private placement at a price of $0.03 per share for cash in the amount of $1,042,050. The Company issued 6,840,291 shares of common stock for exercise of 6,840,291 warrants for prices ranging from $0.02 to $0.05 per share for cash in the amount of $303,681. The Company issued 49,163,259 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $965,000, plus interest in the amount of $108,442, based upon conversion prices of $0.00975 up to $0.04. The Company issued 12,199,951 shares of common stock for the settlement of accounts payable with a fair value of $383, 531. The Company issued 3,857,206 shares of common stock for supplemental shares based on an agreement entered into with the subscribers of the original subscription agreement. Under the terms of the supplemental agreement, if at any time within eighteen (18) months following the issuance of shares to the subscriber (the “Adjustment Period”) the market price (as defined below) of the Company's common stock is less than the price per share, then the price per share shall be reduced one time to the market price (the "Adjusted Price") such that the Company shall promptly issue additional shares of the Company's common stock to the Subscriber for no additional consideration, in an amount sufficient that the aggregate purchase price, when divided by the total number of shares purchased thereunder plus those shares of common stock issued as a result of the dilutive Issuance will equal the adjusted price. For the purposes hereof: the ''Market Price" shall mean the average closing price of the Company's common stock for any ten (10) consecutive trading days during the Adjustment Period. The Company issued 25,211,601 shares of common stock for services at fair value of $1,260,521. Year ended December 31, 2014 The Company issued 11,251,903 shares of common stock for services at fair value of $1,998,721. The Company issued 28,459,517 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $1,857,828, plus interest in the amount of $129,365, based upon conversion prices of $0.049 up to $0.14. The Company issued 5,000,000 shares of common stock upon exercise of the purchase warrants in the amount of 5,000,000 for cash in the amount of $750,000. The Company issued 45,366 shares for the purchase of a fixed asset with a fair value of $7,000. The Company issued 1,326,881 supplemental shares of common stock for the agreement entered into subsequent to the sale of the common stock during the year ended December 31, 2013. The supplemental shares had a fair value of $234,516, which reduced the liability recorded in the previous year. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Promissory Notes [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 6. CONVERTIBLE PROMISSORY NOTES Convertible promissory notes payable consist of the following as of December 31, 2015 and 2014: 2015 2014 Convertible Promissory Notes $ 3,735,000 $ 2,885,000 OID Notes 273,125 273,125 Convertible Note 432,047 383,531 Total Notes 4,440,172 3,541,656 Debt Discount (161,857 ) (454,054 ) $ 4,278,315 $ 3,087,602 On various dates the Company entered into unsecured convertible Notes (the “Convertible Promissory Notes” or “Notes”), that mature between six and nine months from the date of issuance and bear interest at 10% per annum. The Notes mature on various dates through January 25, 2016. The Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $0.06 to $0.14 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the Notes. The Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default, the Notes shall become immediately due and payable at the mandatory default amount. The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. In addition, for as long as the Notes or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the Notes or such other convertible notes or a term was not similarly provided to the purchaser of the Notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the Notes and such other convertible notes. The conversion feature of the Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Notes. As of December 31, 2014, the outstanding principal balance was $2,885,000. During the year ended December 31, 2015, the Company issued an additional $615,000 of these Notes, and converted $965,000 in aggregate principal, plus accrued interest of $108,442 into 49,163,474 shares of common stock. As of December 31, 2015, the Notes had an aggregate remaining balance of $2,535,000. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $498,898 during the year ended December 31, 2015. On February 24, 2015, the OID Notes with an aggregate remaining principle balance of $273,125, plus accrued interest of $13,334 were amended. The Notes are unsecured convertible promissory notes (the “OID Notes”), that included an original issue discount and one time interest, which has been fully amortized. The OID Notes were extended and matured on various dates through September 19, 2014. On each maturity date, each note was extended one year from its maturity date through September 19, 2015. On February 24, 2015, the Notes were amended with a maturity date of December 31, 2015. On December 30, 2015, the Notes were amended and have a maturity date of December 31, 2016. The Notes were analyzed under ASC 470 (Extinguishment & Modification of debt) During the year ended December 31, 2015, the Company entered into various unsecured convertible Notes (the “Convertible Promissory Notes” or “Notes”), for an aggregate amount of $1,200,000. The notes mature nine months from the date of issuance and bear interest at 10% per annum. The Notes mature on various dates ending on May 27, 2016. The Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $0.04 to $0.08 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the Notes. The Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default, the Notes shall become immediately due and payable at the mandatory default amount. The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. In addition, for as long as the Notes or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the Notes or such other convertible notes or a term was not similarly provided to the purchaser of the Notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the Notes and such other convertible notes. The conversion feature of the Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $311,885 during the year ended December 31, 2015. On September 29, 2014, the Company issued a convertible note in exchange for an accounts payable in the amount of $383,531, which can be converted into shares of the Company’s common stock after March 29, 2015. The note was accounted for under ASC 470, and will be re-evaluated after March 29, 2015. The note has a zero stated interest rate, and the conversion price shall be equal to 75% of the average three lowest last sale prices traded during the 25 trading days immediately prior to conversion. The note did not meet the criteria of a derivative, and was accounted for as a beneficial conversion feature, which will be amortized over the life of the note and recognized as interest expense in the financial statements. During the year ended December 31, 2015 the note was fully converted into 12,199,736 shares of common stock. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $144,891 during the year ended December 31, 2015. On June 30, 2015, the Company issued a convertible note in exchange for an accounts payable in the amount of $432,048, which can be converted into shares of the Company’s common stock after December 31, 2015. The note was accounted for under ASC 470, and will be re-evaluated after December 31, 2015. The note has a zero stated interest rate, and the conversion price shall be equal to 75% of the average three lowest last sale prices traded during the 25 trading days immediately prior to conversion. The note did not meet the criteria of a derivative, and was accounted for as a beneficial conversion feature, which will be amortized over the life of the note and recognized as interest expense in the financial statements. We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations. As of December 31, 2015 and 2014, the derivative liability recognized in the financial statements was $9,317,475 and $4,052,401, respectively. |
Options and Warrants
Options and Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Options and Warrants [Abstract] | |
OPTIONS AND WARRANTS | 7. OPTIONS AND WARRANTS Options The Board of Directors adopted the OriginOil, Inc., 2009 Incentive Stock Option Plan (the “2009 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for Five Hundred Thousand (500,000) shares of Common Stock. On May 25, 2012, the Board of Directors adopted a new OriginOil, Inc., 2012 Incentive Stock Option Plan (the “2012 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for One Million (1,000,000) shares of Common Stock. Options granted under these Plans may be either incentive options or nonqualified options and shall be administered by the Company's Board. Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. Notwithstanding any other provision of the Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the tenth (10th) anniversary from the effective date of grant. On June 14, 2013, the Board of Directors adopted a new OriginOil, Inc., 2013 Incentive Stock Option Plan (the “2013 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for Four Million (4,000,000) shares of Common Stock. Options granted under the Plan may be either incentive options or nonqualified options and shall be administered by the Company's Board. Each Option shall state the number of shares to which it pertains. The exercise price will be determined by the holders percentage owned as follows: If the holder owns more than 10% of the total combined voting power or value of all classes of stock of the Company, then the exercise price will be no less than 110% of the fair market value of the stock as of the date of grant; if the person is not a 10% holder, then the exercise price will be no less than 100% of the fair market value of the stock as of the date of grant. Notwithstanding any other provision of the 2013 Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the tenth (10th) anniversary from the date of grant. If the status of an employee terminates for any reason other than disability or death, then the Optionee or their representative shall have the right to exercise the portion of any Options which were exercisable as of the date of such termination, in whole or in part, not less than 30 days nor more than three (3) months after such termination. On October 2, 2015, the Board of Directors adopted a new OriginClear, Inc., 2015 Equity Incentive Stock Option Plan (the “2015 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for One Hundred Sixty Million (160,000,000) shares of Common Stock. Options granted under these Plans may be either incentive options or nonqualified options and shall be administered by the Company's Board. Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. Notwithstanding any other provision of the Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the fifth (5th) anniversary from the effective date of grant. With respect to Non-statutory Options granted to employees, directors or consultants, the Board or Committee may specify such period for exercise that the Option shall automatically terminate following the termination of employment or services as to shares covered by the Option as the Board or Committee deems reasonable and appropriate. A summary of the Company’s stock option activity and related information follows: December 31, 2015 December 31, 2014 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning of year 4,404,643 $ 0.43 4,684,643 $ 0.53 Granted 116,050,000 $ 0.04 750,000 $ 0.19 Exercised - $ - - $ - Forfeited/Expired (1,049,999 ) $ 0.41 (1,030,000 ) $ 0.47 Outstanding, end of year 119,404,644 $ 0.05 4,404,643 $ 0.43 Exercisable at the end of year 73,609,937 $ 0.05 2,240,370 $ 0.47 Weighted average fair value of options granted during the year $ 0.04 $ 0.19 The weighted average remaining contractual life of options outstanding issued under the 2012 Plan, 2013 Plan, and 2015 Plan as of December 31, 2015 was as follows: Weighted Average Exercisable Stock Options Stock Options Remaining Contractual Prices Outstanding Exercisable Life (years) $ 0.19 - 7.20 1,971,978 1,391,562 1.54 - 9.77 $ 0.29 - 0.44 1,382,666 777,750 8.71 $ 0.04 116,050,000 71,440,625 4.77 119,404,644 73,609,937 Stock-based compensation expense recognized during the year is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the financial statements of operations during the years ended December 31, 2015 and 2014 were $1,739,620 and $196,900, respectively. Warrants During the year ended December 31, 2015, no warrants were issued by the Company. A summary of the Company’s warrant activity and related information follows for the years ended December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Weighted Weighted average average exercise exercise Options price Options price Outstanding -beginning of year 30,946,563 $ 0.27 42,033,596 $ 0.27 Granted - $ - - $ - Exercised (4,923,624 ) $ 0.15 (5,000,000 ) $ 0.15 Forfeited (2,725,831 ) $ 0.68 (6,087,033 ) $ 0.61 Outstanding - end of year 23,297,108 $ 0.21 30,946,563 $ 0.27 At December 31, 2015, the weighted average remaining contractual life of warrants outstanding: Weighted Average Exercisable Warrants Warrants Remaining Contractual Prices Outstanding Exercisable Life (years) $ 0.15 - 0.65 22,163,079 22,163,079 0.21 - 2.45 $ 0.90 - 8.70 288,336 288,336 0.21 - 6.88 $ 0.90 - 10.21 845,693 845,693 0.21 - 2.72 23,297,108 23,297,108 At December 31, 2015 and 2014, the aggregate intrinsic value of the warrants outstanding was $23,297,108 and $30,946,563. Restricted Stock to CEO On November 13, 2014, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with its Chief Executive Officer, Riggs Eckelberry, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance based shares and none have yet vested nor have any been issued. The RSGA provides for the issuance of up to 40,000,000 shares of the Company’s common stock to the CEO provided certain milestones are met in certain stages; a) If the Company’s Market Capitalization ( the market capitalization shall mean the total number of shares of issued and outstanding common stock, multiplied by the average closing trade price of the Company’s common stock on the 10 trading days immediately prior to the date of determination Restricted Stock to Employees On November 13, 2014, the Company entered into RSGAs with the employees of OriginOil, for the economic performance of the Company. All shares issuable under the RSGAs are performance based shares and none have yet vested nor have any been issued. The RSGAs provides for the issuance of up to 26,050,000 shares of the Company’s common stock to the Employees provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $2,500,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 10,420,000 shares of its common stock; b) If the Company’s consolidated net profit, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $500,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 15,630,000 shares of its common stock. The Company has not recognized any costs associated with the milestones, due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. On October 6, 2015, the RSGA’s were cancelled. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
INCOME TAXES | 8. INCOME TAXES The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2012. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Included in the balance at December 31, 2015 and 2014, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2015 and 2014, the Company did not recognize interest and penalties. At December 31, 2015, the Company had net operating loss carry-forwards of approximately $29,588,000 which expire at dates that have not been determined. No tax benefit has been reported in the December 31, 2015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax income from continuing operations for the years ended December 31, 2015 and 2014 due to the following: 2015 2014 Book income $ (4,646,020 ) $ (4,453,900 ) Tax to book differences for deductible expenses 21,920 23,200 Tax non deductible expenses 2,926,750 2,454,600 Valuation Allowance 1,697,350 1,976,100 Income tax expense $ - $ - Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax liabilities consist of the following components as of December 31, 2015 2014 Deferred tax assets: NOL carryover $ 11,838,190 $ 10,191,770 Other carryovers 757,030 557,270 Deferred tax liabilities: Depreciation 830 (44,060 ) Less Valuation Allowance (12,596,050 ) (10,704,980 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Operating leases The Company leases its principal offices located at 5645 West Adams Blvd., Los Angeles, CA 90016. The Company rent’s 7,500 square feet of space in a corporate building at a current monthly rent of $11,390 with the lease expiring on August 31, 2016. Operating Lease – Related Party The Company entered into a month-to-month lease agreement with a shareholder of the Company for office space in McKinney, Texas at a base rent of $4,000 per month. Warranty Reserve Generally, a PWT project is guaranteed against defects in material and workmanship for one year from the date of completion, while certain areas of construction and materials may have guarantees extending beyond one year. The Company has various insurance policies relating to the guarantee of completed work, which in the opinion of management will adequately cover any potential claims. A warranty reserve has been provided under PWT based on the opinion of management and based on Company history in the amount of $20,000 for the year ending December 31, 2015. Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not party to any such legal proceedings that believes will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Concentrations [Abstract] | |
CONCENTRATIONS | 10. CONCENTRATIONS Major Customers PWT had three major customers for the three months ending December 31, 2015. The customers represented 72.6% of billings in the three months ending December 31, 2015. The contract receivable balance for the customers was $810,093 at December 31, 2015. Major Suppliers PWT had three major vendors for the three months ending December 31, 2015. The vendors represented 44.3% of total expenses in the three months ending December 31, 2015. The accounts payable balance due to the vendors was $51,643 at December 31, 2015. Management believes no risk is present with the vendors due to other suppliers being readily available. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS The following related party equity compensation arrangements were issued in 2015 and 2014. On February 4, 2015, two Director of the Board were issued 500,000 shares of our common stock. On September 29, 2015, the Board of Directors of the Company adopted a Certificate of Designation establishing the rights, preferences, privileges and other terms of Series A Preferred Stock, par value $0.0001 per share, (“New Series A Preferred Stock”) providing for supermajority voting rights to holders of New Series A Preferred Stock. The New Series A Preferred Stock was issued to the Company’s Chief Executive Officer and Director, T. Riggs Eckelberry. Upon filing of the New Series A Preferred Stock Certificate of Designation in accordance with the provisions of Nevada law, the Board authorized the Corporation to issue 1,000 shares of New Series A Preferred Stock to Mr. Eckelberry. On October 6, 2015, the Company’s Chief Executive Officer was granted options to purchase 5,000,000 shares of our common stock under the Company’s 2015 Equity Incentive Plan. 50% of these options vested on option grant date and 50% vest on the one year anniversary of grant date. These options are exercisable at $0.0375 per share and expire 5 years from the date of grant. On October 6, 2015, the Company’s Chief Executive Officer was granted options to purchase 55,000,000 shares of our common stock under the Company’s 2015 Equity Incentive Plan. These options are fully vested, exercisable at $0.0375 per share and expire 5 years from the date of grant. On October 6, 2015, a Director of the Board was granted options to purchase 5,000,000 shares of our common stock under the Company’s 2015 Equity Incentive Plan, of which 50% vested on the option grant date and 50% vest on the one year anniversary of the grant date. These options are exercisable at $0.0375 per share and expire 5 years from the date of grant. On October 6, 2015, a Director of the Board was granted options to purchase 5,000,000 shares of our common stock under the Company’s 2015 Equity Incentive Plan which will vest upon specific milestones being met, exercisable at $0.0375 per share and expiring 5 years from the date of grant. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent events: As previously reported, on October 6, 2015, the Board of Directors of the Company approved the grant of four-year options to purchase an aggregate of 116,050,000 shares of common stock of the Company at an exercise price of $0.0375 per share to employees and contractors of the Company and its newly acquired subsidiary Progressive Water Treatment, Inc. (the “October 2015 Grant”). On January 5, 2016, the Board of Directors of the Company approved certain amendments to an aggregate of 86,000,000 non-qualified stock options that were part of the October 2015 Grant that were made to T. Riggs Eckelberry, Chief Executive Officer and director of the Company, Jean Louis Kindler, Chief Commercial Officer and director of the Company, William Charneski, Senior Vice President, Nicholas Eckelberry, co-founder and brother of T. Riggs Eckelberry, and Anthony Fidaeleo and Byron Elton, both directors of the Company. The foregoing amendments included among other things (i) extending the term of the stock options from four to five years, (ii) providing for the filing of a Form S-8 to cover the shares underlying the stock options, and (iii) placing certain transfer and exercise restrictions on the stock options. Between January 7, 2016 and March 15, 2016, holders of convertible notes, known in our filings as “Convertible Promissory Notes” converted an aggregate outstanding principal amount of $389,000, plus unpaid interest of $37,114 into an aggregate of 43,078,706 shares of the Company’s common stock. Between January 15, 2016, and March 31, 2016, the Company issued 13,237,739 shares of common stock for services at a fair value of $299,296. On March 17, 2016, the Company received an advance of $100,000 upon entering into a convertible promissory note ("Note") for an aggregate principal amount of $500,000. The Note matures twelve months from the date of issuance and bear interest at 10% per annum. The Note may be converted into shares of the Company’s common stock at a conversion price range of the lesser of $0.02 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the Note. The Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default, the Note shall become immediately due and payable at the mandatory default amount. The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. In addition, for as long as the Note or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the Note or such other convertible notes or a term was not similarly provided to the purchaser of the Note or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the Note and such other convertible notes. On March 25, 2016, by written consent the holders of the majority of the Company’s outstanding securities entitled to vote thereon approved an amendment to the Company’s Articles of Incorporation to increase the total number of shares of common stock that we are authorized to issue to 2,500,000,000 shares (from 1,000,000,000) and to increase the total number of authorized shares to 2,525,000,000 (there being no change to the number of previously authorized shares of preferred stock or par value) (the “Amendment”). The Amendment was filed with the Secretary of State of the State of Nevada on March 29, 2016. On March 29, 2016, the Board approved the issuance of $10,000 per month in restricted shares of the Company’s common stock beginning April 1, 2016 for an initial six month term, and then month to month after the initial term, to a consultant for services. On March 29, 2016 the Board approved the issuance of options under the Company’s 2015 Equity Incentive Plan to purchase up to 1,000,000 shares of the Company’s common stock to certain non-executive officers of the Company at an exercise price equal to $0.02 per share. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its wholly owned operating subsidiaries, Progressive Water Treatment, Inc., and OriginOil (HK), Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Cash and Cash Equivalent | Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity 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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used to review the Company’s goodwill, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, inventory valuation, derivative liabilities, debt beneficial conversion features, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Concentration Risk | Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2015, the cash balance in excess of the FDIC limits was $250,929. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Loss per Share Calculations | Loss per Share Calculations Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2015 and 2014, respectively, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. For the years ended 2015 2014 (Loss) to common shareholders (Numerator) $ (11,615,066 ) $ (11,138,608 ) Basic and diluted weighted average number of common shares outstanding denominator 159,667,650 74,966,622 The Company has excluded 119,404,644 stock options, 23,297,108 warrants, shares issuable from convertible debt of $4,440,172 and shares issued from potentially convertible preferred stock for the year ended December 31, 2015 because their impact on the loss per share is anti-dilutive. The Company has excluded 4,404,643 stock options, 30,946,563 warrants and shares issuable from convertible debt of $3,541,656 for the year ended December 31, 2014 because their impact on the loss per share is anti-dilutive. |
Work-in-Process | Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. |
Revenue Recognition | Revenue Recognition Equipment sales We recognize revenue upon delivery of equipment, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the equipment is transferred to the customer once the last payment is received. We record revenue as goods are shipped, and the equipment has been fully accepted by the customer. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have a purchase agreement signed by the customer with a payment arrangement. Percentage of completion Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35 – “ Accounting for Performance of Construction-Type and Certain Production Type Contracts”. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined. The asset “Costs in excess of billings” represents revenues recognized in excess of amounts billed on contracts in progress. The liability “Billings in excess of costs” represents billings in excess of revenues recognized on contracts in progress. Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying balance sheets, as they will be liquidated in the normal course of the contract completion. At December 31, 2015 and December 31, 2014, the costs in excess of billings balance were $16,748 and $0, and the billings in excess of costs balance were $503,718 and $0, respectively. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. |
Contract Receivable | Contract Receivable The Company bills its customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company maintains an allowance for doubtful accounts for estimated losses that may arise if any customer is unable to make required payments. Management performs a quantitative and qualitative review of the receivables past due from customers on a monthly basis. The Company records an allowance against uncollectible items for each customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote. The allowance for doubtful accounts was approximately $50,000 and $0 as of December 31, 2015 and 2014, respectively. The net contract receivable balance was $1,066,223 and $0 at December 31, 2015 and 2014, respectively. |
Indefinite Lived Intangibles and Goodwill Assets | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2015 and 2014, and determined there was no impairment of indefinite lived intangibles and goodwill. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were $814,014 and $1,284,611 for the years ended December 31, 2015 and 2014, respectively. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $164,463 and $248,129 for the years ended December 31, 2015 and 2014, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Black-Scholes-Merton option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2015, the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2015 and 2014. (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2015 $ - $ - $ 9,317,475 Derivative Liability, December 31, 2014 $ - $ - $ 4,052,401 The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value: Balance as of January 1, 2014 $ 1,031,484 Fair Value of derivative liabilities issued 1,319,512 Conversion of notes payable (3,396,556 ) Loss on change in derivative liability 5,097,961 Balance as of December 31, 2014 $ 4,052,401 Fair Value of derivative liabilities issued 2,408,157 Conversion of notes payable (1,565,765 ) Loss on change in derivative liability 4,422,682 Balance as of December 31, 2015 9,317,475 For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: 12/31/2015 12/31/2014 Risk free interest rate .14% - 1.31 % .02% - .26 % Stock volatility factor 35.80% - 103.83 % 68.29% - 111.86 % Weighted average expected option life 6 months – 2.75 years 6 months - 2 years Expected dividend yield None None |
Segment Reporting | Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements On June 19, 2014, the Company adopted the amendment to (Topic 718) Stock Compensation Accounting for Share-Based Payments In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). This ASU provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry specific guidance. The standard’s core principle is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers" (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal years beginning after December 15, 2016. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In August 2014, FASB issued ASU 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company’s financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The Board received feedback that having different balance sheet presentation requirements for debt issuance costs and debt discount and premium creates unnecessary complexity. Recognizing debt issuance costs as a deferred charge (that is, an asset) also is different from the guidance in International Financial Reporting Standards (IFRS), which requires that transaction costs be deducted from the carrying value of the financial liability and not recorded as separate assets. Additionally, the requirement to recognize debt issuance costs as deferred charges conflicts with the guidance in FASB Concepts Statement No. 6, Elements of Financial Statements, which states that debt issuance costs are similar to debt discounts and in effect reduce the proceeds of borrowing, thereby increasing the effective interest rate. Concepts Statement 6 further states that debt issuance costs cannot be an asset because they provide no future economic benefit. To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of adopting this ASU, if it is deemed to be applicable. Management reviewed currently issued pronouncements during the twelve months ended December 31, 2015, and does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompany consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of loss per share anti-dilutive effect | For the years ended 2015 2014 (Loss) to common shareholders (Numerator) $ (11,615,066 ) $ (11,138,608 ) Basic and diluted weighted average number of common shares outstanding denominator 159,667,650 74,966,622 |
Schedule of estimated useful life | Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years |
Schedule of fair value of financial instruments | (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2015 $ - $ - $ 9,317,475 Derivative Liability, December 31, 2014 $ - $ - $ 4,052,401 |
Reconciliation of the derivative liability for which Level 3 inputs | Balance as of January 1, 2014 $ 1,031,484 Fair Value of derivative liabilities issued 1,319,512 Conversion of notes payable (3,396,556 ) Loss on change in derivative liability 5,097,961 Balance as of December 31, 2014 $ 4,052,401 Fair Value of derivative liabilities issued 2,408,157 Conversion of notes payable (1,565,765 ) Loss on change in derivative liability 4,422,682 Balance as of December 31, 2015 9,317,475 |
Schedule of assumptions used in the Black Scholes valuation of the derivative | 12/31/2015 12/31/2014 Risk free interest rate .14% - 1.31 % .02% - .26 % Stock volatility factor 35.80% - 103.83 % 68.29% - 111.86 % Weighted average expected option life 6 months – 2.75 years 6 months - 2 years Expected dividend yield None None |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Abstract] | |
Schedule of business acquisitions | Convertible promissory note $ 1,500,000 Total purchase price $ 1,500,000 Tangible assets acquired $ 1,549,700 Liabilities assumed (537,147 ) $ 1,012,553 Goodwill 487,447 Total purchase price $ 1,500,000 |
Schedule of pro forma results | Year Ended Year Ended December 31, 2015 (unaudited) December 31, 2014 (unaudited) Total Revenues $ 4,999,834 $ 6,241,303 Net (Loss) $ (11,545,002 ) $ (10,324,861 ) Basic and Diluted Net (Loss) Per Common Share $ (0.07 ) $ (0.15 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment [Abstract] | |
Summary of property and equipment | 2015 2014 Machinery & equipment $ 155,019 86,855 Furniture & fixtures 27,452 29,593 Computer equipment 53,594 39,293 Vehicles 31,358 - Leasehold improvements 121,639 94,914 389,062 250,655 Less accumulated depreciation and amortization (191,805 ) (171,767 ) $ 197,257 78,888 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Promissory Notes [Abstract] | |
Schedule of convertible promissory notes payable | 2015 2014 Convertible Promissory Notes $ 3,735,000 $ 2,885,000 OID Notes 273,125 273,125 Convertible Note 432,047 383,531 Total Notes 4,440,172 3,541,656 Debt Discount (161,857 ) (454,054 ) $ 4,278,315 $ 3,087,602 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Options and Warrants [Abstract] | |
Schedule of company's stock option activity and related information | December 31, 2015 December 31, 2014 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning of year 4,404,643 $ 0.43 4,684,643 $ 0.53 Granted 116,050,000 $ 0.04 750,000 $ 0.19 Exercised - $ - - $ - Forfeited/Expired (1,049,999 ) $ 0.41 (1,030,000 ) $ 0.47 Outstanding, end of year 119,404,644 $ 0.05 4,404,643 $ 0.43 Exercisable at the end of year 73,609,937 $ 0.05 2,240,370 $ 0.47 Weighted average fair value of options granted during the year $ 0.04 $ 0.19 |
Schedule of weighted average remaining contractual life of options outstanding issued under the plan | Weighted Average Exercisable Stock Options Stock Options Remaining Contractual Prices Outstanding Exercisable Life (years) $ 0.19 - 7.20 1,971,978 1,391,562 1.54 - 9.77 $ 0.29 - 0.44 1,382,666 777,750 8.71 $ 0.04 116,050,000 71,440,625 4.77 119,404,644 73,609,937 |
Schedule of company's warrant activity and related information | December 31, 2015 December 31, 2014 Weighted Weighted average average exercise exercise Options price Options price Outstanding -beginning of year 30,946,563 $ 0.27 42,033,596 $ 0.27 Granted - $ - - $ - Exercised (4,923,624 ) $ 0.15 (5,000,000 ) $ 0.15 Forfeited (2,725,831 ) $ 0.68 (6,087,033 ) $ 0.61 Outstanding - end of year 23,297,108 $ 0.21 30,946,563 $ 0.27 |
Schedule of weighted average remaining contractual life of warrants outstanding | Weighted Average Exercisable Warrants Warrants Remaining Contractual Prices Outstanding Exercisable Life (years) $ 0.15 - 0.65 22,163,079 22,163,079 0.21 - 2.45 $ 0.90 - 8.70 288,336 288,336 0.21 - 6.88 $ 0.90 - 10.21 845,693 845,693 0.21 - 2.72 23,297,108 23,297,108 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of income tax provision | 2015 2014 Book income $ (4,646,020 ) $ (4,453,900 ) Tax to book differences for deductible expenses 21,920 23,200 Tax non deductible expenses 2,926,750 2,454,600 Valuation Allowance 1,697,350 1,976,100 Income tax expense $ - $ - |
Schedule of deferred tax assets and liabilities | 2015 2014 Deferred tax assets: NOL carryover $ 11,838,190 $ 10,191,770 Other carryovers 757,030 557,270 Deferred tax liabilities: Depreciation 830 (44,060 ) Less Valuation Allowance (12,596,050 ) (10,704,980 ) Net deferred tax asset $ - $ - |
Organisation and Line of Busi26
Organisation and Line of Business (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Oct. 01, 2015 | Dec. 31, 2013 | |
Organization and Line of Business (Textual) | ||||
Net loss | $ (11,615,066) | $ (11,138,608) | ||
Net cash used in operating activities | (3,010,710) | (4,455,648) | ||
Working capital deficiency | 13,471,476 | |||
Shareholders' deficit | $ (12,753,117) | $ (7,200,317) | $ (1,513,199) | |
Progressive Water Treatment, Inc.[Member] | ||||
Organization and Line of Business (Textual) | ||||
Percentage of stock issued and outstanding acquired | 100.00% |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ||
(Loss) to common shareholders (Numerator) | $ (11,615,066) | $ (11,138,608) |
Basic and diluted weighted average number of common shares outstanding denominator | 159,667,650 | 74,966,622 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2015 | |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Life | 10 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Life | 5 years |
Furniture, fixtures and computer equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Life | 7 years |
Furniture, fixtures and computer equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Life | 5 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Life | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Life | 3 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Life | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Life | 2 years |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 9,317,475 | $ 4,052,401 |
(Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
(Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | ||
(Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 9,317,475 | $ 4,052,401 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details 3) - Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 4,052,401 | $ 1,031,484 |
Fair value of derivative liabilities issued | 2,408,157 | 1,319,512 |
Conversion of notes payable | (1,565,765) | (3,396,556) |
Loss on change in derivative liability | 4,422,682 | 5,097,961 |
Ending balance | $ 9,317,475 | $ 4,052,401 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details 4) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Expected dividend yield | ||
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk free interest rate | 0.14% | 0.02% |
Stock volatility factor | 35.80% | 68.29% |
Weighted average expected option life | 6 months | 6 months |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk free interest rate | 1.31% | 0.26% |
Stock volatility factor | 103.83% | 111.86% |
Weighted average expected option life | 2 years 9 months | 2 years |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2015USD ($)Segmentshares | Dec. 31, 2014USD ($)shares | |
Summary of Significant Accounting Policies (Textual) | ||
Federal deposit insurance amount | $ 250,929 | |
Allowance for doubtful accounts | 50,000 | $ 0 |
Contract receivable | 1,066,223 | |
Research and development | 814,014 | 1,284,611 |
Advertising costs | 164,463 | $ 248,129 |
Cost in excess of billing | 16,748 | |
Billing in excess of cost | $ 503,718 | |
Number of segment reporting | Segment | 1 | |
Convertible Debt [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 4,440,172 | 3,541,656 |
Stock Option [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 119,404,644 | 4,404,643 |
Warrant [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 23,297,108 | 30,946,563 |
Business Acquisition (Details)
Business Acquisition (Details) | Dec. 31, 2015USD ($) |
Business Acquisition [Abstract] | |
Convertible promissory note | $ 1,500,000 |
Total purchase price | 1,500,000 |
Tangible assets acquired | 1,549,700 |
Liabilities assumed | (537,147) |
Total | 1,012,553 |
Goodwill | 487,447 |
Total purchase price | $ 1,500,000 |
Business Acquisition (Details 1
Business Acquisition (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Abstract] | ||
Total Revenues | $ 4,999,834 | $ 6,241,303 |
Net (Loss) | $ (11,545,002) | $ (10,324,861) |
Basic and Diluted Net (Loss) Per Common Share | $ (0.07) | $ (0.15) |
Business Acquisition (Details T
Business Acquisition (Details Textual) - USD ($) | Oct. 01, 2015 | Jul. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition (Textual) | ||||
Purchase price | $ 1,500,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Series B Preferred Stock [Member] | ||||
Business Acquisition (Textual) | ||||
Conversion price | $ 0.03 | $ 0.03 | ||
Preferred B shares issued in connection with PWT acquisition, shares | 10,000 | 10,000 | ||
Preferred stock, par value | $ 150 | $ 0.0001 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, Gross | $ 389,062 | $ 250,655 |
Less accumulated depreciation and amortization | (191,805) | (171,767) |
Net property and equipment | 197,257 | 78,888 |
Machinery & equipment [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, Gross | 155,019 | 86,855 |
Furniture & fixtures [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, Gross | 27,452 | 29,593 |
Computer equipment [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, Gross | 53,594 | $ 39,293 |
Vehicles [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, Gross | 31,358 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, plant and equipment, Gross | $ 121,639 | $ 94,914 |
Property and Equipment (Detai37
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment (Textual) | ||
Depreciation and amortization expense | $ 22,598 | $ 16,547 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Oct. 01, 2015 | Jul. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 29, 2015 | Jul. 09, 2015 | Apr. 10, 2015 |
Capital Stock (Textual) | |||||||
Common stock issued in a private placement for cash | $ 1,042,050 | ||||||
Common stock issued for exercise of warrants for cash | 303,681 | $ 750,000 | |||||
Aggregate principal amount | 965,000 | 1,857,828 | |||||
Interest amount | 108,442 | 129,364 | |||||
Common stock issued at fair value for services | 1,260,521 | 1,998,721 | |||||
Common stock issuance of supplemental shares | $ 51,697 | $ 234,516 | |||||
Supplemental agreement terms | Under the terms of the supplemental agreement, if at any time within eighteen (18) months following the issuance of shares | ||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock issued for purchase of asset | $ 7,000 | ||||||
Consecutive trading days | 10 days | ||||||
Common stock issued for settlement of accounts payable | $ 383,531 | ||||||
Common stock issued for settlement of accounts payable (shares) | 12,199,951 | ||||||
Series A Preferred Stock [Member] | |||||||
Capital Stock (Textual) | |||||||
Preferred stock, shares authorized | 1,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares issued | 1,000 | 0 | 1,000 | 1,000 | |||
Series B Preferred Stock [Member] | |||||||
Capital Stock (Textual) | |||||||
Conversion price | $ 0.03 | $ 0.03 | |||||
Preferred stock, par value | $ 150 | $ 0.0001 | |||||
Preferred stock, shares issued | 10,000 | 0 | |||||
Preferred stock issued during period of acquisition, shares | 10,000 | 10,000 | |||||
Maximum [Member] | |||||||
Capital Stock (Textual) | |||||||
Conversion price | $ 0.14 | $ 0.14 | |||||
Share price | 0.05 | ||||||
Minimum [Member] | |||||||
Capital Stock (Textual) | |||||||
Conversion price | 0.00975 | $ 0.049 | |||||
Share price | $ 0.02 | ||||||
Common Stock [Member] | |||||||
Capital Stock (Textual) | |||||||
Common stock issued in a private placement for cash | $ 3,557 | ||||||
Common stock issued in a private placement for cash (shares) | 35,568,348 | ||||||
Common stock issued for exercise of warrants for cash | $ 684 | $ 500 | |||||
Common stock issued upon exercise of warrants for cash, (shares) | 6,840,291 | 5,000,000 | |||||
Common stock issuance for conversion of debt (shares) | 61,363,210 | 28,459,517 | |||||
Common stock issued at fair value for services (shares) | 25,211,601 | 11,251,903 | |||||
Common stock issued at fair value for services | $ 2,521 | $ 1,125 | |||||
Common stock issuance of supplemental shares (shares) | 3,857,206 | 1,326,881 | |||||
Common stock issuance of supplemental shares | $ 385 | $ 133 | |||||
Share price | $ 0.03 | ||||||
Common stock issued for purchase of asset | $ 5 | ||||||
Common stock issued for purchase of asset (shares) | 45,366 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Short-term Debt [Line Items] | ||
Total Notes | $ 4,440,172 | $ 3,541,656 |
Debt Discount | (161,857) | (454,054) |
Convertible Promissory Notes | 4,278,315 | 3,087,602 |
Convertible Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes | 3,735,000 | 2,885,000 |
OID Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes | 273,125 | 273,125 |
Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes | $ 432,047 | $ 383,531 |
Convertible Promissory Notes 40
Convertible Promissory Notes (Details Textual) - USD ($) | Dec. 30, 2015 | Feb. 24, 2015 | Sep. 29, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | May. 19, 2015 |
Short-term Debt [Line Items] | ||||||
Debt instrument outstanding amount | $ 2,885,000 | |||||
Converted an aggregate principal amount | $ 1,456,973 | 1,987,193 | ||||
Derivative liabilities | 9,317,475 | $ 4,052,401 | ||||
Recognized interest expense | 144,891 | |||||
Conversion of accounts payable into a convertible note | $ 383,531 | |||||
Percentage of average of lowest closing prices | 75.00% | |||||
Number of trading days previous to conversion | 25 days | |||||
Preferred stock issued during period of acquisition, value | 1,500,000 | |||||
Face value amount | $ 1,500,000 | |||||
Conversion into common stock | 12,199,736 | |||||
Maximum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Conversion price of debt | $ 0.14 | $ 0.14 | ||||
Share price | 0.05 | |||||
Minimum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Conversion price of debt | 0.00975 | $ 0.049 | ||||
Share price | $ 0.02 | |||||
Convertible Promissory Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument interest rate | 10.00% | |||||
Debt instrument, Maturity date | Jan. 25, 2016 | |||||
Conversion price per share of debt, Description | 50% of the lowest trade price on any trade day following issuance of the Notes. | |||||
Debt instrument debt default | The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. | |||||
Additional notes issuance | $ 615,000 | |||||
Converted an aggregate principal amount | 965,000 | |||||
Interest and extension fee amount | $ 108,442 | |||||
Number of shrares converted into common stock | 49,163,474 | |||||
Aggregate remaining amount | $ 2,535,000 | |||||
Recognized interest expense | $ 498,898 | |||||
Convertible Promissory Notes [Member] | Maximum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Conversion price of debt | $ 0.14 | |||||
Convertible Promissory Notes [Member] | Minimum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Conversion price of debt | $ 0.06 | |||||
OID Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument, Maturity date | Dec. 31, 2016 | Sep. 19, 2014 | Dec. 31, 2015 | |||
Conversion price of debt | $ 0.4375 | $ 0.02 | ||||
Conversion price per share of debt, Description | After the amendment the conversion price changed to the lesser of $0.08 per share, or b) fifty percent (50%) of the lowest trade price of common stock recorded since the original effective date of this note, or c) the lowest effective price per share granted to any person or entity after the effective date. | |||||
Recognized interest expense | $ 286,459 | |||||
Original issue discount on promissory notes | $ 273,125 | |||||
Accrued interest | $ 13,334 | |||||
Description of debt instrument | On each maturity date, each note was extended one year from its maturity date through September 19, 2015. | |||||
Unsecured convertible notes 2 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument interest rate | 10.00% | |||||
Debt instrument, Maturity date | May 27, 2016 | |||||
Conversion price per share of debt, Description | 50% of the lowest trade price on any trade day following issuance of the Notes. | |||||
Debt instrument debt default | The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. | |||||
Converted an aggregate principal amount | $ 1,200,000 | |||||
Recognized interest expense | $ 311,885 | |||||
Unsecured convertible notes 2 [Member] | Maximum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Conversion price of debt | $ 0.08 | |||||
Unsecured convertible notes 2 [Member] | Minimum [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Conversion price of debt | $ 0.04 | |||||
Convertable promissory notes 3 [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Conversion of accounts payable into a convertible note | $ 432,048 | |||||
Percentage of average of lowest closing prices | 75.00% | |||||
Number of trading days previous to conversion | 25 days | |||||
Convertible Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Recognized interest expense | $ 28,924 |
Options and Warrants (Details)
Options and Warrants (Details) - Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of Options, outstanding, beginning of year | 4,404,643 | 4,684,643 |
Number of Options, granted | 116,050,000 | 750,000 |
Number of Options, exercised | ||
Number of Options, forfeited/expired | 1,049,999 | 1,030,000 |
Number of Options, outstanding, end of year | 119,404,644 | 4,404,643 |
Number of Options, exercisable at the end of year | 73,609,937 | 2,240,370 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Weighted average exercise price, outstanding, beginning of year | $ 0.43 | $ 0.53 |
Weighted average exercise price, granted | $ 0.04 | $ 0.19 |
Weighted average exercise price, exercised | ||
Weighted average exercise price, forfeited/expired | $ 0.04 | $ 0.47 |
Weighted average exercise price, outstanding, end of year | 0.05 | 0.43 |
Weighted average exercise price, exercisable at the end of year | 0.05 | 0.47 |
Weighted average fair value of options granted during the year | $ 0.04 | $ 0.19 |
Options and Warrants (Details 1
Options and Warrants (Details 1) - Stock Options - 2012 Plan, 2013 Plan, and 2015 Plan [member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 119,404,644 |
Stock Options Exercisable | 73,609,937 |
0.19 - 7.20 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices Lower limit | $ / shares | $ 0.19 |
Exercisable Prices Upper limit | $ / shares | $ 7.20 |
Stock Options Outstanding | 1,971,978 |
Stock Options Exercisable | 1,391,562 |
0.19 - 7.20 [Member] | Minimum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 1 year 6 months 15 days |
0.19 - 7.20 [Member] | Maximum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 9 years 9 months 7 days |
0.29 - 0.44 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices Lower limit | $ / shares | $ 0.29 |
Exercisable Prices Upper limit | $ / shares | $ 0.44 |
Stock Options Outstanding | 1,382,666 |
Stock Options Exercisable | 777,750 |
Weighted Average Remaining Contractual Life (years) | 8 years 8 months 16 days |
0.04 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 0.04 |
Stock Options Outstanding | 116,050,000 |
Stock Options Exercisable | 71,440,625 |
Weighted Average Remaining Contractual Life (years) | 4 years 9 months 7 days |
Options and Warrants (Details 2
Options and Warrants (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Roll Forward] | ||
Warrants, outstanding -beginning of year | 30,946,563 | 42,033,596 |
Warrants, granted | ||
Warrants, exercised | (4,923,624) | (5,000,000) |
Warrants, forfeited | (2,725,831) | (6,087,033) |
Warrants, outstanding - end of year | 23,297,108 | 30,946,563 |
Class Of Warrant Or Right, Weighted Average Exercise Price [Roll Forward] | ||
Weighted average exercise price, outstanding - beginning of year | $ 0.27 | $ 0.27 |
Weighted average exercise price, granted | ||
Weighted average exercise price, exercised | $ 0.15 | $ 0.15 |
Weighted average exercise price, forfeited | 0.68 | 0.61 |
Weighted average exercise price, outstanding - end of year | $ 0.21 | $ 0.27 |
Options and Warrants (Details 3
Options and Warrants (Details 3) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Warrants Outstanding | 23,297,108 |
Warrants Exercisable | 23,297,108 |
0.15 - 0.65 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices Lower limit | $ / shares | $ 0.15 |
Exercisable Prices Upper limit | $ / shares | $ 0.65 |
Warrants Outstanding | 22,163,079 |
Warrants Exercisable | 22,163,079 |
0.15 - 0.65 [Member] | Minimum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 2 months 16 days |
0.15 - 0.65 [Member] | Maximum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 2 years 5 months 12 days |
0.90 - 8.70 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices Lower limit | $ / shares | $ 0.90 |
Exercisable Prices Upper limit | $ / shares | $ 8.70 |
Warrants Outstanding | 288,336 |
Warrants Exercisable | 288,336 |
0.90 - 8.70 [Member] | Minimum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 2 months 16 days |
0.90 - 8.70 [Member] | Maximum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 6 years 10 months 17 days |
0.90 - 10.21 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices Lower limit | $ / shares | $ 0.90 |
Exercisable Prices Upper limit | $ / shares | $ 10.21 |
Warrants Outstanding | 845,693 |
Warrants Exercisable | 845,693 |
0.90 - 10.21 [Member] | Minimum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 2 months 16 days |
0.90 - 10.21 [Member] | Maximum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 2 years 8 months 19 days |
Options and Warrants (Details T
Options and Warrants (Details Textual) - USD ($) | Nov. 13, 2014 | Jun. 14, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 02, 2015 | May. 25, 2012 |
Options and Warrants (Textual) | ||||||
Stock based compensation | $ 1,739,620 | $ 196,900 | ||||
Aggregate intrinsic value of the warrants outstanding | $ 23,297,108 | $ 30,946,563 | ||||
Issuance of common stock, shares | ||||||
Restricted Stock Grant Agreement ("RSCA") [Member] | Chief Executive Officer [Member] | ||||||
Options and Warrants (Textual) | ||||||
Issuance of common stock, shares | 40,000,000 | |||||
Restricted stock grant agreement, Description | a) If the Company's Market Capitalization (the market capitalization shall mean the total number of shares of issued and outstanding common stock, multiplied by the average closing trade price of the Company's common stock on the 10 trading days immediately prior to the date of determination) exceeds $15,000,000, the Company will issue up to 16,000,000 shares of its common stock; b) If the Company's Market Capitalization exceeds $20,000,000, the Company will issue up to 24,000,000 shares of its common stock. The Company has not recognized any costs associated with the milestones, due to not being able to estimate the probability of it being achieved. | |||||
Restricted Stock Grant Agreement ("RSCA") [Member] | Employees [Member] | ||||||
Options and Warrants (Textual) | ||||||
Issuance of common stock, shares | 26,050,000 | |||||
Restricted stock grant agreement, Description | a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $2,500,000 for the trailing twelve month period as reported in the Company's quarterly or annual financial statements, the Company will issue up to 10,420,000 shares of its common stock; b) If the Company's consolidated net profit, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $500,000 for the trailing twelve month period as reported in the Company's quarterly or annual financial statements, the Company will issue up to 15,630,000 shares of its common stock. | |||||
2009 Incentive Stock Option Plan [Member] | ||||||
Options and Warrants (Textual) | ||||||
Common stock shares reserves and sets aside for the granting of options (in shares) | 500,000 | |||||
2012 Incentive Stock Option Plan [Member] | ||||||
Options and Warrants (Textual) | ||||||
Common stock shares reserves and sets aside for the granting of options (in shares) | 1,000,000 | |||||
2013 Incentive Stock Option Plan [Member] | ||||||
Options and Warrants (Textual) | ||||||
Common stock shares reserves and sets aside for the granting of options (in shares) | 4,000,000 | |||||
Employee termination | Not less than 30 days nor more than three (3) months after such termination. | |||||
2015 Equity Incentive Stock Option Plan [Member] | ||||||
Options and Warrants (Textual) | ||||||
Common stock shares reserves and sets aside for the granting of options (in shares) | 160,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | ||
Book income | $ (4,646,020) | $ (4,453,900) |
Tax to book differences for deductible expenses | 21,920 | 23,200 |
Tax non deductible expenses | 2,926,750 | 2,454,600 |
Valuation Allowance | $ 1,697,350 | $ 1,976,100 |
Income tax expense |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
NOL carryover | $ 11,838,190 | $ 10,191,770 |
Other carryovers | 757,030 | 557,270 |
Deferred tax liabilities: | ||
Depreciation | 830 | (44,060) |
Less Valuation Allowance | $ (12,596,050) | $ (10,704,980) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | Dec. 31, 2015USD ($) |
Income Taxes (Textual) | |
Net operating loss carry-forwards | $ 29,588,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | |
Commitments And Contingencies Disclosure Textual [Abstract] | ||
Area of real estate property | ft² | 7,500 | |
Payments for Rent | $ 11,390 | |
Lease expiration date | Aug. 31, 2016 | |
Warrant reserve | $ 20,000 | |
Mckinney [Member] | ||
Commitments And Contingencies Disclosure Textual [Abstract] | ||
Payments for Rent | $ 4,000 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)CustomersVendors | |
Concentration Risk [Line Items] | |
Contract receivable | $ 1,066,223 |
Customers [Member] | |
Concentration Risk [Line Items] | |
Number of customers | Customers | 3 |
Contract receivable | $ 810,093 |
Percentage of billings | 72.60% |
Vendors [Member] | |
Concentration Risk [Line Items] | |
Number of vendors | Vendors | 3 |
Percentage of total expenses | 44.30% |
Accounts payable | $ 51,643 |
Related Party Transactions (Det
Related Party Transactions (Details) - $ / shares | Oct. 06, 2015 | Dec. 31, 2015 | Sep. 29, 2015 | Feb. 04, 2015 | Dec. 31, 2014 |
Related Party Transactions (Textual) | |||||
Common stock, shares issued | 232,588,828 | 99,748,172 | |||
Series A preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Series A preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Textual) | |||||
Number of options granted | 55,000,000 | ||||
Chief Executive Officer [Member] | 2015 Equity Incentive Plan [Member] | |||||
Related Party Transactions (Textual) | |||||
Number of options granted | 5,000,000 | ||||
Exercisable price per share | $ 0.0375 | ||||
Term of exercisable stock options | 5 years | ||||
Vesting, description | 50% of these options vested on option grant date and 50% vest on the one year anniversary of grant date. | ||||
Director [Member] | 2015 Equity Incentive Plan [Member] | |||||
Related Party Transactions (Textual) | |||||
Number of options granted | 5,000,000 | ||||
Exercisable price per share | $ 0.0375 | ||||
Term of exercisable stock options | 5 years | ||||
Vesting, description | 50% vested on the option grant date and 50% vest on the one year anniversary of the grant date. | ||||
Board of Directors [Member] | |||||
Related Party Transactions (Textual) | |||||
Common stock, shares issued | 500,000 | ||||
Series A preferred stock, par value | $ 0.0001 | ||||
Series A preferred stock, shares authorized | 1,000 | ||||
Number of options granted | 116,050,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 06, 2016 | Oct. 06, 2015 | Mar. 29, 2016 | Mar. 17, 2016 | Mar. 15, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 25, 2016 |
Subsequent Event [Line Items] | |||||||||
Issuance of common stock | |||||||||
Common stock issued at fair value for services | $ 1,260,521 | $ 1,998,721 | |||||||
Issuance of common stock, shares | |||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||||||
Board of Directors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of options granted | 116,050,000 | ||||||||
Term of option granted | 4 years | ||||||||
Exercise price | $ 0.0375 | ||||||||
Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price | $ 0.02 | ||||||||
Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price | $ 0.05 | ||||||||
Convertible Promissory Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Advances received | $ 1,200,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock issued at fair value for services (shares) | 13,237,739 | ||||||||
Common stock issued at fair value for services | $ 299,296 | ||||||||
Common stock value | $ 10,000 | ||||||||
Subsequent Event [Member] | Board of Directors [Member] | Non-qualified Stock Options [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of options granted | 86,000,000 | ||||||||
Term of stock option, Description | (i) extending the term of the stock options from four to five years, (ii) providing for the filing of a Form S-8 to cover the shares underlying the stock options, and (iii) placing certain transfer and exercise restrictions on the stock options. | ||||||||
Subsequent Event [Member] | Non executive officer [Member] | 2015 Equity Incentive Stock Option Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issuance of common stock, shares | 1,000,000 | ||||||||
Exercise price | $ 0.02 | ||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, shares authorized | 2,500,000,000 | ||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, shares authorized | 2,525,000,000 | ||||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible note outstanding principal amount | $ 500,000 | $ 389,000 | |||||||
Unpaid interest | $ 37,144 | ||||||||
Issuance of common stock, shares | 43,078,706 | ||||||||
Preferred stock issued during period of acquisition, shares | 100,000 | ||||||||
Advances received | $ 100,000 | ||||||||
Promissory notes description | The Note matures twelve months from the date of issuance and bear interest at 10% per annum. The Note may be converted into shares of the Company's common stock at a conversion price range of the lesser of $0.02 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the Note. | ||||||||
Debt instrument debt default | The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. |