OriginClear (OCLN) 10-Q 14 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 11, 2016
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-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		667,749,592

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 867,661	$ 695,295
Contracts receivable, less allowance for doubtful accounts of $50,000 and $50,000 respectively	391,035	1,066,223
Cost in excess of billing	29,702	16,748
Other receivable		100,000
Work in progress	94,848	95,366
Prepaid expenses	28,680	30,477
TOTAL CURRENT ASSETS	1,411,926	2,004,109
NET PROPERTY AND EQUIPMENT	169,054	197,257
OTHER ASSETS
Other asset	19,538	19,538
Goodwill	682,145	487,447
Trademark	4,467	4,467
Security deposit	3,500	9,650
TOTAL OTHER ASSETS	709,650	521,102
TOTAL ASSETS	2,290,630	2,722,468
Current Liabilities
Accounts payable and other payable	473,081	604,393
Accrued expenses	649,197	487,734
Billing in excess of cost	28,977	503,718
Customer deposit	113,950	113,950
Warrant reserve	20,000	20,000
Deferred income		150,000
Derivative liabilities	12,189,026	9,317,475
Convertible promissory notes, net of discount of $717523 and $161,863, respectively	3,286,545	4,278,315
Total Current Liabilities	16,760,776	15,475,585
Long Term Liabilities
Convertible promissory notes	210,000
Total Long Term Liabilities	210,000
Total Liabilities	16,970,776	15,475,585
SHAREHOLDERS' DEFICIT
Common stock, $0.0001 par value, 2,500,000,000 shares authorized 598,617,591 and 232,588,828 shares issued and outstanding, respectively	59,861	23,258
Preferred treasury stock,1000 and 0 shares outstanding, respectively
Additional paid in capital	50,071,887	46,307,448
Accumulated other comprehensive loss	(64)	(47)
Accumulated deficit	(64,811,831)	(59,083,777)
TOTAL SHAREHOLDERS' DEFICIT	(14,680,146)	(12,753,117)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	2,290,630	2,722,468
Series A Preferred Stock
SHAREHOLDERS' DEFICIT
Preferred stock value
Series B Preferred Stock
SHAREHOLDERS' DEFICIT
Preferred stock value	$ 1	$ 1

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Allowance for doubtful accounts	$ 50,000	$ 50,000
Discount on debt	$ 717,523	$ 161,863
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	2,500,000,000	2,500,000,000
Common stock, shares issued	598,617,591	232,588,828
Common stock, shares outstanding	598,617,591	232,588,828
Preferred treasury stock shares outstanding	1,000	0
Series A Preferred Stock
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Series B Preferred Stock
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Sales	$ 1,019,919	$ 4,000	$ 4,321,378	$ 140,280
Cost of Goods Sold	574,105		2,899,507	86,294
Gross Profit	445,814	4,000	1,421,871	53,986
Operating Expenses
Selling and marketing expenses	303,496	467,991	1,419,566	1,616,209
General and administrative expenses	629,455	552,167	1,860,239	1,700,488
Research and development	106,259	131,483	447,034	592,225
Depreciation and amortization expense	11,331	4,227	33,902	13,397
Total Operating Expenses	1,050,541	1,155,868	3,760,741	3,922,319
Loss from Operations	(604,727)	(1,151,868)	(2,338,870)	(3,868,333)
OTHER (EXPENSE) INCOME
Loss on sale of asset				(1,552)
Foreign exchange (loss)	(6)		(6)
Fair value of debt financing cost	157,677		(210,439)	(143,172)
Commitment fees	(787,971)		(787,971)	(51,697)
Loss on net change in derivative liability	(7,575,427)	(2,324,532)	(1,748,791)	(2,015,792)
Interest expense	(206,164)	(417,605)	(641,977)	(1,282,302)
TOTAL OTHER (EXPENSE) INCOME	(8,411,891)	(2,742,137)	(3,389,184)	(3,494,515)
NET LOSS	$ (9,016,618)	$ (3,894,005)	$ (5,728,054)	$ (7,362,848)
BASIC DILUTED LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS'	$ (0.02)	$ (0.03)	$ (0.01)	$ (0.05)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING,
BASIC AND DILUTED	480,345,025	152,957,321	407,561,386	135,875,742

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Shareholders' Deficit - 9 months ended Sep. 30, 2016 - USD ($)	Total	Preferred stock	Common stock	Additional Paid-in Capital	Accumulated Other Comprehensive loss	Accumulated Deficit
Beginning Balance at Dec. 31, 2015	$ (12,753,117)	$ 1	$ 23,258	$ 46,307,448	$ (47)	$ (59,083,777)
Beginning Balance (shares) at Dec. 31, 2015		11,000	232,588,828
Common stock issuance for cash	963,217		$ 9,632	953,585
Common stock issuance for cash (shares)			96,321,672
Common stock issuance for conversion of debt	878,040		$ 12,325	865,715
Common stock issuance for conversion of debt (shares)			123,247,474
Common stock issued at fair value for services	999,931		$ 6,501	993,430
Common stock issued at fair value for services (shares)			65,013,845
Common stock issuance of make good shares	787,971		$ 8,145	779,826
Common stock issuance of make good shares (shares)			81,445,772
Stock compensation cost	155,112			155,112
Beneficial conversion feature	16,771			16,771
Accumulated comprehensive loss	(17)				(17)
Net income for the nine months ended September 30, 2016	(5,728,054)					(5,728,054)
Ending Balance at Sep. 30, 2016	$ (14,680,146)	$ 1	$ 59,861	$ 50,071,887	$ (64)	$ (64,811,831)
Ending Balance (shares) at Sep. 30, 2016		11,000	598,617,591

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,728,054)	$ (7,362,848)
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization	33,902	13,397
Common stock and warrants issued for services	999,931	1,004,659
Stock and warrant compensation expense	155,112	134,621
Loss on net change in valuation of derivative liability	1,748,791	2,015,792
Fair value of debt financing cost	210,439	143,172
Debt discount and original issue discount recognized as interest expense	373,434	1,022,605
Commitment fees	787,971	51,697
Loss on sale of asset		1,552
Accumulated comprehensive loss	(17)
(Increase) Decrease in:
Contracts receivable	675,188
Cost in excess of billing	(12,954)
Other receivable	100,000
Prepaid expenses	1,797	9,015
Work in progress	518	(8,997)
Other asset	(188,548)	597
Increase (Decrease) in:
Accounts payable	299,584	394,518
Accrued expenses	257,501	223,729
Billing in excess of cost	(474,741)
Deferred income	(150,000)	6,420
NET CASH USED IN OPERATING ACTIVITIES	(910,146)	(2,350,071)
CASH FLOWS USED FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(5,699)	(45,168)
CASH USED IN INVESTING ACTIVITIES	(5,699)	(45,168)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible promissory notes	125,000	1,815,000
Contributions made by Non-controlling interest		100,000
Proceeds for issuance of common stock	963,217	1,220,732
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,088,217	3,135,732
Foreign currency effect on cash flow	(6)	(14)
NET INCREASE IN CASH	172,366	740,479
CASH BEGINNING OF PERIOD	695,295	198,384
CASH END OF PERIOD	867,661	938,863
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	2,199	548
Taxes paid
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Conversion of accounts payable into a convertible note	430,896	432,048
Beneficial conversion feature on convertible note	16,771
Common stock issued for supplemental shares	787,971	51,697
Common stock issued for conversion of debt	$ 878,040	$ 1,148,597

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2016
Basis of Presentation [Abstract]
Basis of Presentation	1. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements of OriginClear, Inc. (the “Company”) (formerly OriginOil, Inc.) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2015. Going Concern The accompanying condensed consolidated 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 condensed financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has not generated significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s 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, additional cash infusion. 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 stockholders, in case of equity financing.

Summary of Significant Accounti

Summary of Significant Accounting Polices	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Polices [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICES	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., (PWT) and OriginClear Company, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities. 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”. 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. 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 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 as of September 30, 2016 and 2015, respectively. The net contract receivable balance was $391,035 and $0 at September 30, 2016 and 2015, respectively, due to the acquisition of PWT. 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. On September 29, 2015, the Company adopted and approved a new incentive stock option plan and reserved 8,000,000 shares of common stock at par value $0.0001 per share of the Corporation for issuance. 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 September 30, 2016, the balances reported for cash, prepaid expenses, accounts payable, 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 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 September 30, 2016: Total (Level 1) (Level 2) (Level 3) Derivative Liability $ 12,189,026 $ - $ - $ 12,189,026 Total liabilities measured at fair value $ 12,189,026 $ - $ - $ 12,189,026 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Beginning balance as of January 1, 2016 $ 9,317,475 Fair value of derivative liabilities issued 1,122,760 Loss on conversion of debt and change in derivative liability 1,748,791 Ending balance as of September 30, 2016 $ 12,189,026 Loss per Share Calculations Basic loss per share is computed by dividing 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. For the nine months ended September 30, 2016, the Company has excluded 113,916,311 stock options, 17,824,259 common stock purchase warrants outstanding, and $4,214,068 convertible notes that are convertible into shares of common stock, because their impact on the loss per share is anti-dilutive. For the nine months ended September 30, 2015, the Company has excluded 3,954,644 stock options, 23,749,549 common stock purchase warrants outstanding, and $4,741,858 convertible notes that are convertible into shares of common stock, because their impact on the loss per share is anti-dilutive. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our stock options, warrants, convertible notes, and common stock issued for services, among other items. Actual results could differ from these estimates. Principles of Consolidation The Company adopted the guidance of ASC Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. The consolidated financial statements include all accounts of the entities at September 30, 2016. Date of incorporation or Name of consolidated State or other jurisdiction formation (date of acquisition Attributable interest subsidiary or entity of incorporation or organization if applicable at September 30, 2016 OriginClear (HK) Ltd. Hong Kong December 31, 2014 100 % Progressive Water Treatment Texas October 1, 2015 100 % All inter-company balances and transactions have been eliminated. Foreign Currency Matters We adopted ASC Topic 830 – Foreign Currency Matters, Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Recently Issued Accounting Pronouncements In March 2016, FASB issued accounting standards update ASU-2016-09, “Compensation–Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting”. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payments award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. The Company is currently evaluating the impact of the adoption of ASU 2016-9 on the Company’s financial statements. In March 2016, FASB issued accounting standards update ASU-2016-06, “Derivatives and Hedging (Topic 815) – Contingent Put and Call Options in Debt Instruments”. The amendments apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. U.S. GAAP provides specific guidance for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The guidance states that for contingent call (put) options to be considered clearly and closely related, they can be indexed only to interest rates or credit risk. Public companies must apply the new requirements for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2016-06 on the Company’s financial statements. In May 2016, FASB issued accounting standards update ASU-2016-12, Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients. The amendments do not change the core revenue recognition principle in Topic 606. The amendments provide clarifying guidance in certain narrow areas and add some practical expedients. These amendments are effective at the same time Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). The Company is currently evaluating the impact of the adoption of ASU 2016-12 on the Company’s financial statements. In August 2016, FASB issued accounting standards update ASU-2016-15, “Statement of Cash Flows” (Topic 230) – Classification of Certain Cash Receipts and Cash Payments”, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2018, and interim periods with fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on the Company’s financial statements. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.

Business Acquisition

Business Acquisition	9 Months Ended
	Sep. 30, 2016
Business Acquisition [Abstract]
BUSINESS ACQUISITION	3. BUSINESS ACQUISITION On October 1, 2015, the Company acquired PWT from Marc 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 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 the 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 owed. This brief description of the Certificate of Designation is only a summary of the material terms. 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 value 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 (731,845 ) $ 817,855 Goodwill 682,145 Total purchase price $ 1,500,000 As of September 30, 2016, 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. Proforma 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. Period Ended 9/30/2015 (unaudited) Total Revenues $ 4,198,368 Net Income (Loss) $ (7,244,377 ) Basic and Diluted Net Loss Per Common Share $ (0.054 )

Capital Stock

Capital Stock	9 Months Ended
	Sep. 30, 2016
Capital Stock [Abstract]
CAPITAL STOCK	4. CAPITAL STOCK Preferred Stock As of September 30, 2016, the Company’s preferred stock consisted of Series A and Series B shares. There were 25,000,000 preferred shares authorized and 11,000 shares outstanding. The shares have a par value of $0.0001 per share. The Series A preferred stock provides for supermajority voting rights to the holder and the Series B stock is convertible into shares of common stock to the holder. Common Stock During the nine months ended September 30, 2016, the Company issued 123,247,474 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $782,000, plus interest in the amount of $96,040, based upon conversion prices per share ranging from $0.0047 to $0.0098. During the nine months ended September 30, 2016, the Company issued 65,013,845 shares of common stock for services at fair value of $999,931. During the nine months ended September 30, 2016, the Company issued 96,321,672 shares of common stock for cash in the amount of $963,217 for the purchase of shares of commons stock at a price of $0.01 per share. During the nine months ended September 30, 2016, the Company issued 81,445,772 shares of common stock for make good shares at fair value of $787,971.

Convertible Promissory Notes

Convertible Promissory Notes	9 Months Ended
	Sep. 30, 2016
Convertible Promissory Notes [Abstract]
CONVERTIBLE PROMISSORY NOTES	5. CONVERTIBLE PROMISSORY NOTES 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, 2015, the outstanding principal balance was $2,535,000. During the nine months ended September 30, 2016, the Company issued 93,866,797 shares of common stock upon conversion of $518,000 in aggregate principal, plus accrued interest of $96,040. As of September 30, 2016, the Notes had an aggregate remaining balance of $2,017,000. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $1,691 during the nine months ended September 30, 2016. On February 24, 2015, the unsecured convertible promissory notes (the “OID Notes”), with an aggregate remaining principle balance of $273,124, plus accrued interest of $13,334 were amended. The OID Notes 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 and have a maturity date of December 31, 2015. The Notes were analyzed under ASC 470 (Extinguishment & Modification of debt) The Company entered into various unsecured convertible Notes (the “Convertible Promissory Notes” or “Notes”), for an aggregate amount of $1,900,000. As of September 30, 2016, the Company has received advances in the aggregate of $1,325,000. The notes matured between nine and twelve months from the date of issuance of each advance and bears interest at 10% per annum. The Notes were extended and mature on various dates ending on May 31, 2017. The Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $0.02 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 $96,104 during the nine months ended September 30, 2016. On September 30, 2015, the Company issued a convertible note in exchange for an accounts payable in the amount of $432,048, which could be converted into shares of the Company’s common stock after December 31, 2015. The note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. The note did not meet the criteria of a derivative, and was accounted for as a beneficial conversion feature, which was amortized over the life of the note and recognized as interest expense in the financial statements. On January 1, 2016, the note meet the criteria of a derivative and was accounted for under ASC 815.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. On February 12, 2016, the Company issued 18,910,088 shares of commons stock upon conversion of $175,000 in principal, leaving a remaining balance of $257,048. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $161,574 during the nine months ended September 30, 2016. On March 31, 2016, the Company issued a convertible note in exchange for an accounts payable in the amount of $430,896, which could be converted into shares of the Company’s common stock after September 15, 2016. The note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. On September 15, 2016, the note met the criteria of a derivative and was accounted for under ASC 815. 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 at the time it was entered into and was accounted for as a beneficial conversion feature, which was amortized over the life of the note and recognized as interest expense in the financial statements. The conversion feature of the Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion feature of the Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $114,065 during the nine months ended September 30, 2016.

Derivative Liabilities

Derivative Liabilities	9 Months Ended
	Sep. 30, 2016
Derivative Liabilities [Abstract]
DERIVATIVE LIABILITIES	6. DERIVATIVE LIABILITIES We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory note 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 derivative liability is adjusted periodically according to the stock price fluctuations. Risk free interest rate 0.14% - 1.02% Stock volatility factor 4.72% - 189.09% Weighted average expected option life 6 months - 3.4 years Expected dividend yield None The derivative liability recognized in the financial statements as of September 30, 2016 was $12,189,026

Options Warrants and Restricted

Options Warrants and Restricted Stock	9 Months Ended
	Sep. 30, 2016
Options Warrants and Restricted Stock [Abstract]
OPTIONS, WARRANTS AND RESTRICTED STOCK	7. OPTIONS, WARRANTS AND RESTRICTED STOCK Options The Board of Directors adopted the OriginClear, Inc. (formerly 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 OriginClear, Inc. (formerly 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 the 2012 Plan may be either incentive options or nonqualified options and shall be administered by the Company's Board of Directors. 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 2012 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 OriginClear, Inc. (formerly 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 2013 Plan may be either incentive options or nonqualified options and shall be administered by the Company's Board of Directors. 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 the 2015 Plan may be either incentive options or nonqualified options and shall be administered by the Company's Board of Directors. 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 2015 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. Options granted under these Plans may be either incentive options or nonqualified options and shall be administered by the Company's Board of Directors. 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 (5th) anniversary from the effective 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 thirty (30) days nor more than three (3) months after such termination. With respect to Non-statutory Options granted to employees, directors or consultants, the Board of Directors 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 of Directors or Committee deems reasonable and appropriate. During the nine months ended September 30, 2016, the Company granted 1,000,000 incentive stock options, and recognized compensation costs of $155,112 based on the fair value of the options vested for the nine months ended September 30, 2016. A summary of the Company’s stock option activity and related information follows: September 30, 2016 Weighted Number average of exercise Options price Outstanding, beginning of period 119,404,644 $ 0.05 Granted 1,000,000 $ 0.02 Exercised - - Forfeited/Expired (6,488,333 ) $ 0.07 Outstanding, end of period 113,916,311 $ 0.05 Exercisable at the end of period 75,567,519 $ 0.04 Weighted average fair value of options granted during the period $ - The weighted average remaining contractual life of options outstanding issued under the 2009 Plan, 2012 Plan, and 2013 Plan as of September 30, 2016, was as follows: Weighted Average Stock Stock Remaining Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) $ 0.19 - 1.70 1,833,645 1,489,894 0.003 -8.02 $ 0.41 - 0.44 1,132,666 849,500 6.96 $ 0.02 - 0.0375 110,950,000 73,228,125 4.02 -4.50 113,916,311 75,567,519 As of September 30, 2016, there was no intrinsic value with regards to the outstanding options. Restricted Stock CEO On May 12, 2016, 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 shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 60,000,000 shares of the Company’s common stock, with a fair value of $1,218,000 to the CEO, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue 30,000,000 shares of common stock; b.) If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period, the Company will issue 30,000,000 shares of the Company’s common stock. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. As of September 30, 2016, no milestones have been met. On August 10, 2016, 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 shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 60,000,000 shares of the Company’s common stock, with a fair value of $570,000 to the CEO, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements filed with the U.S. Securities and Exchange Commission (“SEC Reports”), the Company will issue 30,000,000 shares of common stock; b.) If the Company’s consolidated operating profit (operating profit=operating revenue – cost of goods sold –operating expenses – depreciation & amortization), calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period reported in the Company’s SEC Reports, the Company will issue 30,000,000 shares of the Company’s common stock. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. As of September 30, 2016, no milestones have been met. Employees On May 12, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with an employee, 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 shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 20,000,000 shares of the Company’s common stock, with a fair value of $406,000 to the employee, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue 10,000,000 shares of common stock; b.) If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period, the Company will issue 10,000,000 shares of the Company’s common stock. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. As of September 30, 2016, no milestones have been met. On May 12, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with employee, 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 shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 30,000,000 shares of the Company’s common stock, with a fair value of $609,000 to the employee, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue 15,000,000 shares of common stock; b.) If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period, the Company will issue 15,000,000 shares of the Company’s common stock. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. As of September 30, 2016, no milestones have been met. On August 10, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with an employee, 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 shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 15,000,000 shares of the Company’s common stock, with a fair value of $142,500 to the contractor, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements filed with the U.S., Securities and Exchange Commission (SEC Reports), the Company will issue 7,500,000 shares of common stock; b.) If the Company’s consolidated operating profit (Operating Profit=Operating Revenue – Cost of Goods Sold – Operating Expenses – Depreciation & Amortization), calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period as reported in the Company’s SEC Reports, the Company will issue 7,500,000 shares of the Company’s common stock. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. As of September 30, 2016, no milestones have been met. Contractors On August 10, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with a contractor, 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 shares and none have yet vested nor have been issued. The RSGA provides for the issuance of up to 15,000,000 shares of the Company’s common stock, with a fair value of $142,500 to the contractor, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements filed with the U.S., Securities and Exchange Commission (SEC Reports), the Company will issue 7,500,000 shares of common stock; b.) If the Company’s consolidated operating profit (Operating Profit=Operating Revenue – Cost of Goods Sold – Operating Expenses – Depreciation & Amortization), calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period as reported in the Company’s SEC Reports, the Company will issue 7,500,000 shares of the Company’s common stock. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. As of September 30, 2016, no milestones have been met. Warrants During the nine months ended September 30, 2016, the Company did not grant any warrants. A summary of the Company’s warrant activity and related information follows: September 30, 2016 Weighted average exercise Options price Outstanding -January 1, 2016 23,297,108 $ 0.21 Granted - - Exercised - - Forfeited (5,472,849 ) $ 0.09 Outstanding - September 30, 2016 17,824,259 $ 0.19 At September 30, 2016, the weighted average remaining contractual life of warrants outstanding: Weighted Average Remaining Exercisable Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) $ 0.15 - 0.25 16,769,233 16,769,233 0.77- 1.70 $ 0.25 - 1.75 841,692 841,692 0.57 - 1.97 $ 0.90 - 6.90 213,334 213,334 0.01 - 6.13 17,824,259 17,824,259

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	8. COMMITMENTS AND CONTINGENCIES On May 1, 2016, the Company entered into a subtenant agreement with the sub-landlord in the amount of $36,560 to be paid over a period of twelve months starting June 1, 2016. As of September 30, 2016, the balance remaining is $31,636. On May 1, 2016, the Company entered into a Sub-user agreement for commercial space. The term of the agreement is from May 1, 2016 to July 31, 2016. The term will automatically renew for successive periods until terminated in accordance with the agreement. The monthly payment for the space is $3,500.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	9. SUBSEQUENT EVENTS Management evaluated subsequent events as of the date of the financial statements pursuant to ASC TOPIC 855, and reported the following events: On October 14, 2016, a holder of OriginClear, Inc.’s (the “Company”) Series B Preferred Stock converted 3,334 shares of the Company’s Series B Preferred Stock into an aggregate of 50,010,000 shares of the Company’s common stock. The shares of common stock issued included 16,670,000 shares issued upon conversion of the 3,334 shares of Series B Preferred Stock at $0.03 per share and 33,340,000 shares as a one-time make good issuance as per the Certificate of Designation of Series B Preferred Stock and agreement between the Company and the holder. On October 17, 2016 (the “Grant Date”), the Company entered into a Consultant Nonstatutory Stock Option Agreement (the “Option Agreement”) with two consultants pursuant to which the consultants were granted options, subject to vesting to purchase an aggregate of 15,000,000 shares of the Company’s common stock at $0.084 per share. Subject to early termination as provided in the Option Agreements, the options expire five years from the Grant Date. On October 17, 2016 (the “Grant Date”), the Company entered into an Incentive Stock Option Agreement (the “Option Agreement”) with a non-executive officer employee of the Company pursuant to which the employee was granted an option, subject to vesting to purchase 500,000 shares of the Company’s common stock at $0.084 per share. Subject to early termination as provided in the Option Agreement, the option expires five years from the Grant Date. Between October 19, 2016 and October 22, 2016, the Company sold, in a private placement, an aggregate of 14,000,000 shares of its common stock to accredited investors for an aggregate consideration of $140,000 (the “Offering”). The shares issued in this Offering are subject to price protection for a period of one year from the issuance of the shares providing that under certain circumstances, the Company will issue additional shares of common stock of the Company for no additional consideration to the subscribers thereunder. The subscribers agree to the lock-up provision, under which subject to certain terms and conditions therein, the subscribers shall not sell any of their shares of common stock of the Company obtained in this Offering for a period of twelve months. In connection with certain one-time make good agreements, on October 31, 2016, the Company issued an aggregate of 1,596,360 shares of its common stock to certain holders of its common stock. On October 31, 2016, the Company issued to consultants an aggregate of 3,525,641 shares of the Company’s common stock in lieu of cash consideration.

Summary of Significant Accoun16

Summary of Significant Accounting Polices (Policies)	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Polices [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., (PWT) and OriginClear Company, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities.
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”. 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. 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 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 as of September 30, 2016 and 2015, respectively. The net contract receivable balance was $391,035 and $0 at September 30, 2016 and 2015, respectively, due to the acquisition of PWT.
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. On September 29, 2015, the Company adopted and approved a new incentive stock option plan and reserved 8,000,000 shares of common stock at par value $0.0001 per share of the Corporation for issuance.
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 September 30, 2016, the balances reported for cash, prepaid expenses, accounts payable, 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 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 September 30, 2016: Total (Level 1) (Level 2) (Level 3) Derivative Liability $ 12,189,026 $ - $ - $ 12,189,026 Total liabilities measured at fair value $ 12,189,026 $ - $ - $ 12,189,026 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Beginning balance as of January 1, 2016 $ 9,317,475 Fair value of derivative liabilities issued 1,122,760 Loss on conversion of debt and change in derivative liability 1,748,791 Ending balance as of September 30, 2016 $ 12,189,026
Loss per Share Calculations	Loss per Share Calculations Basic loss per share is computed by dividing 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. For the nine months ended September 30, 2016, the Company has excluded 113,916,311 stock options, 17,824,259 common stock purchase warrants outstanding, and $4,214,068 convertible notes that are convertible into shares of common stock, because their impact on the loss per share is anti-dilutive. For the nine months ended September 30, 2015, the Company has excluded 3,954,644 stock options, 23,749,549 common stock purchase warrants outstanding, and $4,741,858 convertible notes that are convertible into shares of common stock, because their impact on the loss per share is anti-dilutive.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our stock options, warrants, convertible notes, and common stock issued for services, among other items. Actual results could differ from these estimates.
Principles of Consolidation	Principles of Consolidation The Company adopted the guidance of ASC Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. The consolidated financial statements include all accounts of the entities at September 30, 2016. Date of incorporation or Name of consolidated State or other jurisdiction formation (date of acquisition Attributable interest subsidiary or entity of incorporation or organization if applicable at September 30, 2016 OriginClear (HK) Ltd. Hong Kong December 31, 2014 100 % Progressive Water Treatment Texas October 1, 2015 100 % All inter-company balances and transactions have been eliminated.
Foreign Currency Matters	Foreign Currency Matters We adopted ASC Topic 830 – Foreign Currency Matters, Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In March 2016, FASB issued accounting standards update ASU-2016-09, “Compensation –Stock Compensation (Topic 718) – Improvements to Employee Share-Based Payment Accounting”. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payments award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any organization in any interim or annual period. The Company is currently evaluating the impact of the adoption of ASU 2016-9 on the Company’s financial statements. In March 2016, FASB issued accounting standards update ASU-2016-06, “Derivatives and Hedging (Topic 815) – Contingent Put and Call Options in Debt Instruments”. The amendments apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. U.S. GAAP provides specific guidance for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The guidance states that for contingent call (put) options to be considered clearly and closely related, they can be indexed only to interest rates or credit risk. Public companies must apply the new requirements for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2016-06 on the Company’s financial statements. In May 2016, FASB issued accounting standards update ASU-2016-12, Revenue from Contracts with Customers (Topic 606) – Narrow-Scope Improvements and Practical Expedients. The amendments do not change the core revenue recognition principle in Topic 606. The amendments provide clarifying guidance in certain narrow areas and add some practical expedients. These amendments are effective at the same time Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). The Company is currently evaluating the impact of the adoption of ASU 2016-12 on the Company’s financial statements. In August 2016, FASB issued accounting standards update ASU-2016-15, “Statement of Cash Flows” (Topic 230) – Classification of Certain Cash Receipts and Cash Payments”, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2018, and interim periods with fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of ASU 2016-15 on the Company’s financial statements.
Segment Reporting	Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business.

Summary of Significant Accoun17

Summary of Significant Accounting Polices (Tables)	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Polices [Abstract]
Schedule of fair value of financial instruments	Total (Level 1) (Level 2) (Level 3) Derivative Liability $ 12,189,026 $ - $ - $ 12,189,026 Total liabilities measured at fair value $ 12,189,026 $ - $ - $ 12,189,026
Schedule of reconciliation of the derivative liability for which Level 3 inputs	Beginning balance as of January 1, 2016 $ 9,317,475 Fair value of derivative liabilities issued 1,122,760 Loss on conversion of debt and change in derivative liability 1,748,791 Ending balance as of September 30, 2016 $ 12,189,026
Schedule of consolidated financial statements entities	Date of incorporation or Name of consolidated State or other jurisdiction formation (date of acquisition Attributable interest subsidiary or entity of incorporation or organization if applicable at September 30, 2016 OriginClear (HK) Ltd. Hong Kong December 31, 2014 100 % Progressive Water Treatment Texas October 1, 2015 100 %

Business Acquisition (Tables)

Business Acquisition (Tables)	9 Months Ended
	Sep. 30, 2016
Business Acquisition [Abstract]
Schedule of acquisition date estimated fair value of consideration transferred	Convertible promissory note $ 1,500,000 Total purchase price $ 1,500,000 Tangible assets acquired $ 1,549,700 Liabilities assumed (731,845 ) $ 817,855 Goodwill 682,145 Total purchase price $ 1,500,000
Schedule of proforma results	Period Ended 9/30/2015 (unaudited) Total Revenues $ 4,198,368 Net Income (Loss) $ (7,244,377 ) Basic and Diluted Net Loss Per Common Share $ (0.054 )

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	9 Months Ended
	Sep. 30, 2016
Derivative Liabilities [Abstract]
Schedule of derivative liabilities using Black Scholes option valuation model	Risk free interest rate 0.14% - 1.02% Stock volatility factor 4.72% - 189.09% Weighted average expected option life 6 months - 3.4 years Expected dividend yield None

Options Warrants and Restrict20

Options Warrants and Restricted Stock (Tables)	9 Months Ended
	Sep. 30, 2016
Options Warrants and Restricted Stock [Abstract]
Schedule of company's stock option activity and related information	September 30, 2016 Weighted Number average of exercise Options price Outstanding, beginning of period 119,404,644 $ 0.05 Granted 1,000,000 $ 0.02 Exercised - - Forfeited/Expired (6,488,333 ) $ 0.07 Outstanding, end of period 113,916,311 $ 0.05 Exercisable at the end of period 75,567,519 $ 0.04 Weighted average fair value of options granted during the period $ -
Schedule of weighted average remaining contractual life of options outstanding issued under the plan	Weighted Average Stock Stock Remaining Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) $ 0.19 - 1.70 1,833,645 1,489,894 0.003 -8.02 $ 0.41 - 0.44 1,132,666 849,500 6.96 $ 0.02 - 0.0375 110,950,000 73,228,125 4.02 -4.50 113,916,311 75,567,519
Schedule of company's warrant activity and related information	September 30, 2016 Weighted average exercise Options price Outstanding -January 1, 2016 23,297,108 $ 0.21 Granted - - Exercised - - Forfeited (5,472,849 ) $ 0.09 Outstanding - September 30, 2016 17,824,259 $ 0.19
Schedule of weighted average remaining contractual life of warrants outstanding	Weighted Average Remaining Exercisable Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) $ 0.15 - 0.25 16,769,233 16,769,233 0.77- 1.70 $ 0.25 - 1.75 841,692 841,692 0.57 - 1.97 $ 0.90 - 6.90 213,334 213,334 0.01 - 6.13 17,824,259 17,824,259

Summary of Significant Accoun21

Summary of Significant Accounting Polices (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	$ 12,189,026	$ 9,317,475
Total liabilities measured at fair value	12,189,026
(Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities
Total liabilities measured at fair value
(Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities
Total liabilities measured at fair value
(Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities	12,189,026	$ 9,317,475
Total liabilities measured at fair value	$ 12,189,026

Summary of Significant Accoun22

Summary of Significant Accounting Polices (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Fair Value, Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Beginning balance as of January 1, 2016			$ 9,317,475
Loss on conversion of debt and change in derivative liability	$ 7,575,427	$ 2,324,532	1,748,791	$ 2,015,792
Ending balance as of September 30, 2016	12,189,026		12,189,026
Level 3 [Member]
Fair Value, Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Line Items]
Beginning balance as of January 1, 2016			9,317,475
Fair value of derivative liabilities issued	1,122,760		1,122,760
Loss on conversion of debt and change in derivative liability			1,748,791
Ending balance as of September 30, 2016	$ 12,189,026		$ 12,189,026

Summary of Significant Accoun23

Summary of Significant Accounting Polices (Details 2)	9 Months Ended
	Sep. 30, 2016
OriginClear (HK) Ltd. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Entity Incorporation, State Country Name	Hong Kong
Entity Incorporation, Date of Incorporation	Dec. 31, 2014
Attributable interest at March 31, 2016	100.00%
Progressive Water Treatment [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Entity Incorporation, State Country Name	Texas
Entity Incorporation, Date of Incorporation	Oct. 1, 2015
Attributable interest at March 31, 2016	100.00%

Summary of Significant Accoun24

Summary of Significant Accounting Polices (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Sep. 29, 2015
Summary Of Significant Accounting Policies (Textual)
Antidilutive securities excluded from computation of earnings per share	4,214,068	4,741,858
Foreign currency translation adjustments loss	$ 17
Entity voting percent	50.00%
Common stock, capital shares reserved for future issuance				8,000,000
Common stock, par value	$ 0.0001		$ 0.0001	$ 0.0001
Net contracts receivable	$ 391,035	$ 0	$ 1,066,223
Allowance for doubtful accounts	$ 50,000	$ 50,000	$ 50,000
Warrant [Member]
Summary Of Significant Accounting Policies (Textual)
Antidilutive securities excluded from computation of earnings per share	17,824,259	23,749,549
Stock Option [Member]
Summary Of Significant Accounting Policies (Textual)
Antidilutive securities excluded from computation of earnings per share	113,916,311	3,954,644

Business Acquisition (Details)

Business Acquisition (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015	Oct. 01, 2015
Business Acquisition [Abstract]
Convertible promissory note			$ 1,500,000
Total purchase price			1,500,000
Tangible assets acquired			1,549,700
Liabilities assumed			(731,845)
Total			817,855
Goodwill	$ 682,145	$ 487,447	682,145
Total purchase price			$ 1,500,000

Business Acquisition (Details 1

Business Acquisition (Details 1) - Pro Forma [Member]	9 Months Ended
	Sep. 30, 2015USD ($)$ / shares
Business Acquisition [Line Items]
Total Revenues	$ 4,198,368
Net Income (Loss)	$ (7,244,377)
Basic and Diluted Net Loss Per Common Share | $ / shares	$ (0.054)

Business Acquisition (Details T

Business Acquisition (Details Textual) - USD ($)	Oct. 01, 2015	Sep. 30, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Preferred stock, per share		$ 0.0001	$ 0.0001
Purchase price	$ 1,500,000
Series B Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred stock issued during period of acquisition, shares	10,000
Preferred stock, per share	$ 150

Capital Stock (Details)

Capital Stock (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Oct. 01, 2015	Jul. 31, 2015
Class of Stock [Line Items]
Preferred stock, shares authorized	25,000,000		25,000,000
Conversion price	$ 0.01
Preferred stock, per share	$ 0.0001		$ 0.0001
Common stock issued at fair value for services	$ 999,931	$ 1,004,659
Common stock of good share fair value	787,971
Common stock issuance for cash	$ 963,217
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	1,000		1,000
Preferred stock, shares issued	1,000		1,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	10,000		10,000
Preferred stock, shares issued	10,000		10,000
Conversion price					$ 0.03
Preferred stock, per share				$ 150
Common Stock [Member]
Class of Stock [Line Items]
Common stock issuance for conversion of debt (shares)	123,247,474
Aggregate principal amount	$ 782,000
Interest amount	96,040
Common stock issued at fair value for services	$ 6,501
Common stock issued at fair value for services (shares)	65,013,845
Common stock of good share fair value	$ 8,145
Common stock issuance of make good shares (shares)	81,445,772
Common stock issuance for cash	$ 9,632
Common stock issuance for cash (shares)	96,321,672
Common Stock [Member] | Maximum [Member]
Class of Stock [Line Items]
Conversion price	$ 0.0098
Common Stock [Member] | Minimum [Member]
Class of Stock [Line Items]
Conversion price	$ 0.0047
Preferred stock [Member]
Class of Stock [Line Items]
Common stock issuance for conversion of debt (shares)
Common stock issued at fair value for services
Common stock issued at fair value for services (shares)
Common stock of good share fair value
Common stock issuance of make good shares (shares)
Common stock issuance for cash
Common stock issuance for cash (shares)
Preferred stock [Member] | Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	25,000,000
Preferred stock, shares outstanding	11,000
Preferred stock, per share	$ 0.0001
Preferred stock [Member] | Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	25,000,000
Preferred stock, shares outstanding	11,000
Preferred stock, per share	$ 0.0001

Convertible Promissory Notes (D

Convertible Promissory Notes (Details) - USD ($)	Feb. 12, 2016	Feb. 24, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	May 19, 2015
Short-term Debt [Line Items]
Conversion price of debt			$ 0.01
Debt instrument outstanding amount					$ 2,535,000
Converted an aggregate principal amount			$ 878,040	$ 1,148,597
Amended Balance Description			On February 24, 2015, the OID Notes with an aggregate remaining principle balance of $273,124, plus accrued interest of $13,334 were amended.
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.
Converted an aggregate principal amount			$ 518,000
Interest and extension fee amount			$ 96,040
Number of shrares converted into common stock			93,866,797
Aggregate remaining amount			$ 2,017,000
Recognized interest expense			$ 1,691
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		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.
Converted an aggregate principal amount			$ 89,000
Interest and extension fee amount		$ 13,334
Number of shrares converted into common stock			10,470,588
Aggregate remaining amount			$ 184,124
Original issue discount on promissory notes		$ 273,124
Description of maturity note			On each maturity date, each note was extended one year from its maturity date through September 19, 2015.
Beneficial conversion feature [member]
Short-term Debt [Line Items]
Converted an aggregate principal amount	$ 175,000
Number of shrares converted into common stock	18,910,088
Aggregate remaining amount	$ 257,048
Recognized interest expense			$ 161,574
Conversion of accounts payable into a convertible note			$ 430,896
Percentage of average of lowest closing prices			75.00%
Number of trading days previous to conversion			25 days
Unsecured convertible notes 2 [Member]
Short-term Debt [Line Items]
Debt instrument interest rate			10.00%
Debt instrument, Maturity date			May 31, 2017
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			$ 1,900,000
Recognized interest expense			96,104
Received advances of debt			$ 1,325,000
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			$ 0.02
Convertable promissory notes 3 [Member]
Short-term Debt [Line Items]
Recognized interest expense			$ 114,065
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

Derivative Liabilities (Details

Derivative Liabilities (Details)	9 Months Ended
	Sep. 30, 2016
Significant assumptions used for black scholes valuation of the derivative
Expected dividend yield
Minimum [Member]
Significant assumptions used for black scholes valuation of the derivative
Risk free interest rate	0.14%
Stock volatility factor	4.72%
Weighted average expected option life	6 months
Maximum [Member]
Significant assumptions used for black scholes valuation of the derivative
Risk free interest rate	1.02%
Stock volatility factor	189.09%
Weighted average expected option life	3 years 4 months 24 days

Derivative Liabilities (Detai31

Derivative Liabilities (Details Textual) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Derivative Liabilities (Textual)
Fair value of derivative liabilities	$ 12,189,026	$ 9,317,475

Options Warrants and Restrict32

Options Warrants and Restricted Stock (Details) - Stock Option [Member]	9 Months Ended
	Sep. 30, 2016$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Number of Options, Outstanding, beginning of period | shares	119,404,644
Number of Options, Granted | shares	1,000,000
Number of Options, Exercised | shares
Number of Options, Forfeited/Expired | shares	(6,488,333)
Number of Options, Outstanding, end of period | shares	113,916,311
Number of Options, Exercisable at the end of period | shares	75,567,519
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Weighted average exercise price, Outstanding, beginning of period	$ 0.05
Weighted average exercise price, Granted	0.02
Weighted average exercise price, Exercised
Weighted average exercise price, Forfeited/Expired	0.07
Weighted average exercise price, Outstanding, end of period	0.05
Weighted average exercise price, Exercisable at the end of period	0.04
Weighted average fair value of options granted during the period

Options Warrants and Restrict33

Options Warrants and Restricted Stock (Details 1) - Stock Option - 2009 Plan, 2012 Plan, and 2013 Plan [Member]	9 Months Ended
	Sep. 30, 2016$ / sharesshares
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options Outstanding	113,916,311
Stock Options Exercisable	75,567,519
0.19 - 1.70 [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	$ 1.70
Stock Options Outstanding	1,833,645
Stock Options Exercisable	1,489,894
0.19 - 1.70 [Member] | Minimum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	1 day
0.19 - 1.70 [Member] | Maximum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	8 years 7 days
0.41 - 0.44 [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Exercisable Prices Lower limit | $ / shares	$ 0.41
Exercisable Prices Upper limit | $ / shares	$ 0.44
Stock Options Outstanding	1,132,666
Stock Options Exercisable	849,500
Weighted Average Remaining Contractual Life (years)	6 years 11 months 16 days
0.02 - 0.0375 [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Exercisable Prices Lower limit | $ / shares	$ 0.02
Exercisable Prices Upper limit | $ / shares	$ 0.0375
Stock Options Outstanding	110,950,000
Stock Options Exercisable	73,228,125
0.02 - 0.0375 [Member] | Minimum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	4 years 7 days
0.02 - 0.0375 [Member] | Maximum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	4 years 6 months

Options Warrants and Restrict34

Options Warrants and Restricted Stock (Details 2) - Warrant [Member]	9 Months Ended
	Sep. 30, 2016$ / sharesshares
Class Of Warrant Or Right [Roll Forward]
Outstanding - January 1, 2016 | shares	23,297,108
Warrants, Granted | shares
Warrants, Exercised | shares
Warrants, Forfeited | shares	(5,472,849)
Outstanding - September 30, 2016 | shares	17,824,259
Class Of Warrant Or Right, Weighted Average Exercise Price [Roll Forward]
Weighted average exercise price, Outstanding - January 1, 2016 | $ / shares	$ 0.21
Weighted average exercise price, Granted | $ / shares
Weighted average exercise price, Exercised | $ / shares
Weighted average exercise price, Forfeited | $ / shares	0.09
Weighted average exercise price, Outstanding - September 30, 2016 | $ / shares	$ 0.19

Options Warrants and Restrict35

Options Warrants and Restricted Stock (Details 3) - Warrant [Member]	9 Months Ended
	Sep. 30, 2016$ / sharesshares
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Warrants Outstanding	17,824,259
Warrants Exercisable	17,824,259
0.15 - 0.25 [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	$ 0.25
Warrants Outstanding	16,769,233
Warrants Exercisable	16,769,233
0.15 - 0.25 [Member] | Minimum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	9 months 7 days
0.15 - 0.25 [Member] | Maximum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	1 year 8 months 12 days
0.25 - 1.75 [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Exercisable Prices Lower limit | $ / shares	$ 0.25
Exercisable Prices Upper limit | $ / shares	$ 1.75
Warrants Outstanding	841,692
Warrants Exercisable	841,692
0.25 - 1.75 [Member] | Minimum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	6 months 26 days
0.25 - 1.75 [Member] | Maximum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	1 year 11 months 19 days
0.90 - 6.90 [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	$ 6.90
Warrants Outstanding	213,334
Warrants Exercisable	213,334
0.90 - 6.90 [Member] | Minimum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	4 days
0.90 - 6.90 [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 1 month 17 days

Options Warrants and Restrict36

Options Warrants and Restricted Stock (Details Textual) - USD ($)	May 12, 2016	Jun. 14, 2013	Aug. 10, 2016	Sep. 30, 2016	Sep. 30, 2015	Oct. 02, 2015	May 25, 2012
Options Warrants and Restricted Stock (Textual)
Employee termination, description				Not less than thirty (30) days nor more than three (3) months after such termination.
Compensation costs				$ 155,112	$ 134,621
Issuance of shares				1,000,000
Common stock issued at fair value for services				$ 999,931	$ 1,004,659
Restricted Stock Grant Agreement [Member]
Options Warrants and Restricted Stock (Textual)
Issuance of shares	30,000,000		15,000,000
Common stock issued at fair value for services	$ 609,000		$ 142,500
Fair value investment of CEO and employee description	The employee, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue 15,000,000 shares of common stock; b.) If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period, the Company will issue 15,000,000 shares of the Company’s common stock.		The contractor, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements filed with the U.S., Securities and Exchange Commission (SEC Reports), the Company will issue 7,500,000 shares of common stock; b.) If the Company’s consolidated operating profit (Operating Profit=Operating Revenue – Cost of Goods Sold – Operating Expenses – Depreciation & Amortization), calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period as reported in the Company’s SEC Reports, the Company will issue 7,500,000 shares of the Company’s common stock.
Restricted Stock Grant Agreement [Member] | Contractors [Member]
Options Warrants and Restricted Stock (Textual)
Issuance of shares			15,000,000
Common stock issued at fair value for services			$ 142,500
Fair value investment of CEO and employee description			The contractor, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements filed with the U.S., Securities and Exchange Commission (SEC Reports), the Company will issue 7,500,000 shares of common stock; b.) If the Company’s consolidated operating profit (Operating Profit=Operating Revenue – Cost of Goods Sold – Operating Expenses – Depreciation & Amortization), calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period as reported in the Company’s SEC Reports, the Company will issue 7,500,000 shares of the Company’s common stock.
Restricted Stock Grant Agreement [Member] | Employee [Member]
Options Warrants and Restricted Stock (Textual)
Issuance of shares	20,000,000
Common stock issued at fair value for services	$ 406,000
Fair value investment of CEO and employee description	The employee, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue 10,000,000 shares of common stock; b.) If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period, the Company will issue 10,000,000 shares of the Company’s common stock. As the performance goals are achieved, the shares shall become eligible for vesting and issuance.
Restricted Stock Grant Agreement [Member] | CEO [Member]
Options Warrants and Restricted Stock (Textual)
Issuance of shares	60,000,000		60,000,000
Common stock issued at fair value for services	$ 1,218,000		$ 570,000
Fair value investment of CEO and employee description	The CEO, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue 30,000,000 shares of common stock; b.) If the Company’s consolidated net profit, calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period, the Company will issue 30,000,000 shares of the Company’s common stock.		The CEO, provided certain milestones are met in the following stages: a.) If the Company’s consolidated gross revenue, calculated in accordance with GAAP, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements filed with the U.S. Securities and Exchange Commission (“SEC Reports”), the Company will issue 30,000,000 shares of common stock; b.) If the Company’s consolidated operating profit (operating profit=operating revenue – cost of goods sold –operating expenses – depreciation & amortization), calculated in accordance to GAAP, equals or exceeds $1,500,000 for the trailing twelve month period reported in the Company’s SEC Reports, the Company will issue 30,000,000 shares of the Company’s common stock.
2009 Incentive Stock Option Plan [Member]
Options Warrants and Restricted Stock (Textual)
Common stock shares reserves and sets aside for the granting of options (in shares)				500,000
2012 Incentive Stock Option Plan [Member]
Options Warrants and Restricted Stock (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 Warrants and Restricted Stock (Textual)
Common stock shares reserves and sets aside for the granting of options (in shares)		4,000,000
Exercise price, description		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.
2015 Equity Incentive Stock Option Plan [Member]
Options Warrants and Restricted Stock (Textual)
Common stock shares reserves and sets aside for the granting of options (in shares)						160,000,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	May 01, 2016	Sep. 30, 2016
Commitments and Contingencies [Abstract]
Payment for subtenant agreement with sub-landlord	$ 36,560	$ 31,636
Monthly payment	$ 3,500

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Oct. 31, 2016	Oct. 31, 2016	Oct. 22, 2016	Oct. 14, 2016	Oct. 17, 2016	Sep. 30, 2016	Dec. 31, 2015	Oct. 01, 2015	Sep. 29, 2015
Subsequent Events (Textual)
Common stock, par value						$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock, per share						$ 0.0001	$ 0.0001
Series B Preferred Stock [Member]
Subsequent Events (Textual)
Preferred stock, shares issued						10,000	10,000
Preferred stock, per share								$ 150
Subsequent Events [Member]
Subsequent Events (Textual)
Common stock shares issued	3,525,641	1,596,360
Subsequent Events [Member] | Private Placement [Member]
Subsequent Events (Textual)
Common stock shares issued			14,000,000
Aggregate consideration value			$ 140,000
Subsequent Events [Member] | Series B Preferred Stock [Member]
Subsequent Events (Textual)
Common stock shares issued				50,010,000
Preferred stock, shares issued				3,334
Preferred stock, per share				$ 0.03
Conversion of common stock				16,670,000
Issunace of conversion, Description				The shares of common stock issued included 16,670,000 shares issued upon conversion of the 3,334 shares of Series B Preferred Stock at $0.03 per share and 33,340,000 shares as a one-time make good issuance as per the Certificate of Designation of Series B Preferred Stock and agreement between the Company and the holder.
Subsequent Events [Member] | Consultant Nonstatutory Stock Option Agreement [Member]
Subsequent Events (Textual)
Number of Options, Granted					15,000,000
Options excercise price					$ 0.084
Option expiry term description					Subject to early termination as provided in the Option Agreements, the options expire five years from the Grant Date.
Subsequent Events [Member] | Incentive Stock Option Agreement [Member]
Subsequent Events (Textual)
Number of Options, Granted					500,000
Options excercise price					$ 0.084
Option expiry term description					Subject to early termination as provided in the Option Agreements, the options expire five years from the Grant Date.