OriginClear (OCLN) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 15, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	ORIGINCLEAR, INC.
Entity Central Index Key	1,419,793
Trading Symbol	OCLN
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		38,318,007

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash	$ 442,928	$ 351,321
Contracts receivable, less allowance for doubtful accounts of $50,000 and $50,000 respectively	130,269	382,895
Inventory	13,613
Cost in excess of billing	144,192	47,612
Work in progress	86,085	86,085
Prepaid expenses	33,912	42,128
TOTAL CURRENT ASSETS	850,999	910,041
NET PROPERTY AND EQUIPMENT	181,230	161,912
OTHER ASSETS
Other asset	19,538	19,538
Goodwill	682,145	682,145
Trademark	4,467	4,467
Security deposit	3,500	3,500
TOTAL OTHER ASSETS	709,650	709,650
TOTAL ASSETS	1,741,879	1,781,603
Current Liabilities
Accounts payable and other payable	585,597	480,064
Accrued expenses	735,379	715,281
Billing in excess of cost	16,327
Customer deposit	113,950	113,950
Warrant reserve	20,000	20,000
Deferred income	10,300
Loan payable, current portion	5,978
Derivative liabilities	7,629,986	8,702,083
Convertible promissory notes, net of discount of $492,237 and $591,835, respectively	289,831	1,935,233
Total Current Liabilities	9,407,348	11,966,611
Long Term Liabilities
Loan payable, long term portion	25,258
Convertible promissory notes, net of discount of $931 and $11,429, respectively	3,084,069	1,613,571
Total Long Term Liabilities	3,109,327	1,613,571
Total Liabilities	12,516,675	13,580,182
SHAREHOLDERS' DEFICIT
Common stock, $0.0001 par value, 5,000,000,000 shares authorized 30,506,732 and 21,428,455 shares issued and outstanding, respectively	3,051	2,143
Preferred treasury stock, 1,000 and 1,000 shares outstanding, respectively
Additional paid in capital	52,684,407	51,428,976
Accumulated other comprehensive loss	(95)	(92)
Accumulated deficit	(63,462,160)	(63,229,607)
TOTAL SHAREHOLDERS' DEFICIT	(10,774,796)	(11,798,579)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	1,741,879	1,781,603
Series B Preferred Stock
SHAREHOLDERS' DEFICIT
Preferred stock value	1	1
Series C Preferred Stock
SHAREHOLDERS' DEFICIT
Preferred stock value

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Allowance for doubtful accounts	$ 50,000	$ 50,000
Discount on debt	492,237	591,835
Net of discount non current	$ 931	$ 11,429
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	5,000,000,000	5,000,000,000
Common stock, shares issued	30,506,732	21,428,455
Common stock, shares outstanding	30,506,732	21,428,455
Preferred treasury stock shares outstanding	1,000	1,000
Series B Preferred Stock
Preferred stock, shares issued	6,666	6,666
Preferred stock, shares outstanding	6,666	6,666
Series C Preferred Stock
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Sales	$ 672,129	$ 1,467,750
Cost of Goods Sold	582,456	1,068,427
Gross Profit	89,673	399,323
Operating Expenses
Selling and marketing expenses	512,801	493,510
General and administrative expenses	624,530	686,846
Research and development	53,653	210,150
Depreciation and amortization expense	13,600	11,239
Total Operating Expenses	1,204,584	1,401,745
Loss from Operations	(1,114,911)	(1,002,422)
OTHER INCOME (EXPENSE)
Fair value of debt financing cost		(52,759)
Gain on net change in derivative liability	1,072,096	2,599,198
Interest expense	(189,738)	(202,016)
TOTAL OTHER INCOME (EXPENSE)	882,358	2,344,423
NET (LOSS) INCOME	$ (232,553)	$ 1,342,001
BASIC AND DILUTED (LOSS) EARNING PER SHARE ATTRIBUTABLE TO SHAREHOLDERS'	$ (0.01)	$ 0.18
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED	25,082,031	7,348,638

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Shareholders' Deficit - 3 months ended Mar. 31, 2017 - USD ($)	Total	Preferred stock	Common stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance at Dec. 31, 2016	$ (11,798,579)	$ 1	$ 2,143	$ 51,428,976	$ (92)	$ (63,229,607)
Beginning balance (shares) at Dec. 31, 2016		7,666	21,428,454
Common stock issuance for cash	423,500		$ 242	423,258
Common stock issuance for cash (shares)			2,420,000
Common stock issuance for conversion of debt	244,212		$ 321	243,891
Common stock issuance for conversion of debt (shares)			3,207,139
Common stock issuance for settlement of accounts payable	90,000		$ 89	89,911
Common stock issued for settlement of accounts payable (shares)			886,700
Common stock issued at fair value for services	464,027		$ 256	463,771
Common stock issued at fair value for services (shares)			2,564,439
Stock compensation cost	34,600			34,600
Other comprehensive loss	(3)				(3)
Net loss for the three months ended March 31, 2017	(232,553)					(232,553)
Ending balance at Mar. 31, 2017	$ (10,774,796)	$ 1	$ 3,051	$ 52,684,407	$ (95)	$ (63,462,160)
Ending balance (shares) at Mar. 31, 2017		7,666	30,506,732

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (232,553)	$ 1,342,001
Adjustment to reconcile net loss to net cash used in operating activities
Depreciation and amortization	13,600	11,239
Common stock and warrants issued for services	464,027	293,980
Stock option and warrant compensation expense	34,600	52,296
Gain on net change in valuation of derivative liability	(1,072,097)	(2,546,439)
Debt discount and original issue discount recognized as interest expense	110,097	120,816
Change in Assets (Increase) Decrease in:
Contracts receivable	252,626	(110,769)
Cost in excess of billing	(96,580)	(157,357)
Inventory asset	(13,613)
Prepaid expenses	8,216	428
Other asset		42
Change in Liabilities Increase (Decrease) in:
Accounts payable	105,533	299,036
Accrued expenses	69,309	105,537
Billing in excess of cost	16,327	49,100
Deferred income	10,300
NET CASH USED IN OPERATING ACTIVITIES	(330,208)	(540,090)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(32,918)	(5,699)
CASH (USED IN) INVESTING ACTIVITIES	(32,918)	(5,699)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan payable	31,236
Proceeds from convertible promissory notes		100,000
Proceeds for issuance of common stock for cash	423,500
NET CASH PROVIDED BY FINANCING ACTIVITIES	454,736	100,000
Foreign currency effect on cash flow	(3)
NET INCREASE (DECREASE) IN CASH	91,607	(445,789)
CASH BEGINNING OF PERIOD	351,321	695,295
CASH END OF PERIOD	442,928	249,506
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	1,258	366
Taxes paid
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS
Conversion of accounts payable into a convertible note		430,896
Beneficial conversion feature on convertible note		16,771
Common stock issued for supplemental shares	44,440
Common stock issued for conversion of debt and accrued interest	244,212	426,114
Common stock issued for settlement of accounts payable	90,000
Change in derivative liability on Series B preferred stock		$ 123,110

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Basis of Presentation [Abstract]
BASIS OF PRESENTATION	1. 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 three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. 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, 2016. Going Concern The accompanying condensed 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’s revenue is not yet sufficient to cover its operating expenditures 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, current 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	3 Months Ended
	Mar. 31, 2017
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., and OriginClear (HK) Company, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities. Loss per Share Calculations Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include s that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company has excluded 3,697,495 of stock options, 506,026 warrants, and the shares issuable from convertible debt of $3,867,068 and shares issuable from convertible preferred stock for the three months ended March 31, 2017, because their impact on the loss per share is anti-dilutive. The Company has excluded 3,411,561 stock options, 653,851 warrants, and the shares issuable from convertible debt of $4,582,068 and shares issuable from convertible preferred stock for the for the three months ended March 31, 2016, because their impact on the earnings per share is anti-dilutive. Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. 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. 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. The cost in excess of billings for the three months ending March 31, 2017 and 2016, were $144,192 and $174,105, respectively. The billing in excess of cost was for the three months ending March 31, 2017 and 2016, was $16,327 and $552,818, respectively. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Contract Receivable The Company bills its customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company maintains an allowance for doubtful accounts for estimated losses that may arise if any customer is unable to make required payments. Management performs a quantitative and qualitative review of the receivables past due from customers on a monthly basis. The Company records an allowance against uncollectible items for each customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote. The allowance for doubtful accounts was approximately $50,000 as of March 31, 2017 and December 31, 2016, respectively. The net contract receivable balance was $130,269 and $382,895 at March 31, 2017 and December 31, 2016, respectively. 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 March 31, 2017, the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2017. Total (Level 2) (Level 2) (Level 3) Derivative Liability $ 7,629,986 $ - $ - $ 7,629,986 Total liabilities measured at fair value $ 7,629,986 $ - $ - $ 7,629,986 The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value: Balance as of January 1, 2017 $ 8,702,083 Fair Value of derivative liabilities issued - Gain on conversion of debt and change in derivative liability (1,072,097 ) Balance as of March 31, 2017 7,629,986 For purpose of determining the fair market value of the derivative liability, the Company used Binomial lattice formula valuation model. The significant assumptions used in the Binomial lattice formula valuation of the derivative are as follows: 03/31/2017 Risk free interest rate .01% - 1.02% Stock volatility factor 4.72% - 189.09% Weighted average expected option life 6 months - 5 years Expected dividend yield None Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. Management reviewed currently issued pronouncements during the period ended March 31, 2017, and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.

Capital Stock

Capital Stock	3 Months Ended
	Mar. 31, 2017
Capital Stock [Abstract]
CAPITAL STOCK	3. CAPITAL STOCK Preferred Stock Series A On March 30, 2017, the Board of Directors of the Company authorized the withdrawal of the Series A preferred stock. As of March 31, 2017, no shares of Series A preferred stock were outstanding. Series B On October 1, 2015, the Company filed a Certificate of Designation for Series B preferred stock with the Secretary of State of Nevada and the shares of Series B preferred stock were issued to the shareholders of Progressive Water Treatment, Inc. in connection with the share exchange agreement. One third (1/3) of the shares received by the holder may be converted into common stock beginning one (1) year after the first date on which a share of Series B Preferred Stock was issued (the “Original Issue Date); one third (1/3) may be converted beginning two (2) years after the Original Issue Date; and the remaining one third (1/3) may be converted beginning three years after the Original Issue Date. The number of shares of common stock issuable for each share of converted Series B preferred stock shall be calculated by dividing the stated value by the market price, the market price shall be the average of the closing trade prices of the twenty-five (25) days prior to the date of the conversion notice. On August 12, 2016, the agreement was amended to include make-good-shares. The conversion price set forth in Section 1.2 of the agreement shall be adjusted to reflect the lower of $1.05 or the price of the Company’s common stock calculated using the average closing prices of the Company’s common stock on the last three (3) trading days prior to the date of conversion, provided, however, if the Average Closing Price is less than $0.35 per share, the adjusted conversion price shall be $0.35 per share. See Note 3. The conversion price is subject to adjustment in the case of reverse splits, stock dividends, reclassifications and the like. In addition, the conversion price is subject to certain full ratchet anti-dilution protection. Accordingly, the preferred stock is valued under the provision of ASC Topic 815, Derivatives and Hedging, because the conversion feature of the preferred stock was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The Series B preferred stock shall have the rights, preferences and privileges as set forth in the exchange agreement. As of March 31, 2017, there are 6,666 shares of Series B preferred stock outstanding. Series C On March 14, 2017, the Board of Directors authorized the issuance of 1,000 shares of Series C preferred stock, par value $0.0001 per share, to T. Riggs Eckelberry in exchange for his continued employment with the Company. The purchase price of the Series C preferred stock was $0.0001 per share representing a total purchase price of $0.10 for 1,000 shares. Common Stock On April 7, 2017, the Company filed a certificate of amendment to its articles of incorporation with the State of Nevada effectuating a reverse split of the Company’s common stock at a ratio of 1 for 35 (the “Reverse Split”). The Reverse Split became effective in the State of Nevada on April 12, 2017. Unless otherwise indicated, all share amounts, per share data, share prices, exercise prices, and conversion rates set forth in this Quarterly Report and the accompanying unaudited condensed consolidated financial statement have, where applicable been adjusted retroactively to reflect this reverse stock split. Three months ended March 31, 2017 The Company issued 2,420,000 shares of common stock through a private placement at a price of $0.175 per share for cash in the amount of $423,500. The Company issued 3,207,139 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $195,000, plus interest in the amount of $49,212, based upon conversion prices of $0.0613 to $0.084. The Company issued 886,700 shares of common stock for the settlement of accounts payable with a fair value of $90,000. The Company issued 2,564,439 shares of common stock for services at fair value of $464,027.

Convertible Promissory Notes

Convertible Promissory Notes	3 Months Ended
	Mar. 31, 2017
Convertible Promissory Notes [Abstract]
CONVERTIBLE PROMISSORY NOTES	4. CONVERTIBLE PROMISSORY NOTES On various dates the Company entered into unsecured convertible notes (the “Convertible Promissory Notes” or “Notes”), that matured during the period and were extended sixty (60) days from the effective date of each Note. The Notes bear interest at 10% per annum. The Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $2.10 to $4.90 (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. 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. During the three months ended March 31, 2017, the Company issued 3,207,141 shares of common stock, upon conversion of $195,000 in principal, plus accrued interest of $49,212. As of March 31, 2017, the Notes had an aggregate remaining balance of $1,760,000. As of March 31, 2017, unsecured convertible promissory notes (the “OID Notes”) had an aggregate remaining principal balance of $170,790, 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 through December 31, 2017. The OID Notes were convertible into shares of the Company’s common stock at a conversion price initially of $15.31. After the amendment, the conversion price changed to the lesser of $2.80 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. 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 entered into various, unsecured convertible notes (the “Notes”), on various dates ending on May 19, 2016. The Notes matured and were extended from the date of each tranche through maturity dates ending on May 19, 2020. The Notes bear interest at 10% per annum. The Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $0.70 to $2.80 (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 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 balance of the note as of March 31, 2017, was $1,325,000. 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 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. As of December 31, 2016, the remaining balance was $257,048. During the three months ended March 31, 2017, the Company issued 886,700 shares of common stock upon conversion of principal in the amount of $90,000, leaving a balance of $167,048. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $53,266 during the three months ended March 31, 2017. 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 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 $46,333 during the three months ended March 31, 2017. We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations. The derivative liability recognized in the financial statements as of March 31, 2017 was $7,629,986.

Options and Warrants

Options and Warrants	3 Months Ended
	Mar. 31, 2017
Options and Warrants [Abstract]
OPTIONS AND WARRANTS	5. OPTIONS AND WARRANTS Options On May 25, 2012, the Board of Directors adopted a new OriginOil, Inc. 2012 Incentive Stock Option Plan (the “2012 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for 28,571 shares of common stock. Options granted under these plans may be either incentive options or nonqualified options and shall be administered by the Company's Board 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 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 114,286 shares of common stock. Options granted under the Plan may be either incentive options or nonqualified options and shall be administered by the Company's Board 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 September 29, 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 3,315,714 shares of common stock. On October 2, 2015, the Board of Directors amended the number of shares to reserve for issuance to 4,571,429 shares. 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 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. During the year ended December 31, 2016, the Company granted 31,429 shares of incentive stock options to employees, and 428,571 shares of non-statutory options to consultants. Each option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. The stock options mature on March 29, 2021 and October 17, 2021, at prices of $0.29 and $1.31. With respect to Non-Statutory Options granted to employees, directors or consultants, the Board of Directors or Committee of the Board of Directors 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 of the Board of Directors deems reasonable and appropriate. A summary of the Company’s stock option activity and related information follows: March 31, 2017 Weighted Number of average exercise Options price Outstanding, 3,697,495 $ 1.505 Granted - - Exercised - - Forfeited/Expired - - Outstanding, end of period 3,697,495 $ 1.505 Exercisable at the end of the period 2,641,304 $ 1.190 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 March 31, 2017 was as follows: Weighted Average Stock Stock Remaining Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) $ 6.65 - 147.00 52,276 49,954 5.34 - 7.52 $ 10.15 - 15.40 32,362 32,362 6.46 $ 1.31 3,612,857 2,558,988 3.52 - 4.55 3,697,495 2,641,304 Stock-based compensation expense recognized during the year is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the financial statements of operations during the three months ended March 31, 2017 and 2016 were $34,600 and $52,296, respectively. Restricted Stock to 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 based shares and none have yet vested nor have any been issued. The RSGA provides for the issuance of up to 1,714,286 shares of the Company’s common stock to the Employees provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 857,143 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), On August 10, 2016, the Company entered into a Restricted Stock Grant Agreement (the “August 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 August RSGA are performance based shares and none have yet vested nor have any been issued. The August RSGA provides for the issuance of up to 1,714,286 shares of the Company’s common stock to the CEO provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue up to 857,143 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), Restricted Stock to Employees and Consultants On May 12, 2016, the Company entered into a Restricted Stock Grant Agreement (the “First Employee 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 First Employee RSGA are performance based shares and none have yet vested nor have any been issued. The First Employee RSGA provides for the issuance of up to 857,143 shares of the Company’s common stock to the employee provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 428,571 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), On May 12, 2016, the Company entered into a Restricted Stock Grant Agreement (the “Second Employee 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 Second Employee RSGA are performance based shares and none have yet vested nor have any been issued. The Second Employee RSGA provides for the issuance of up to 571,429 shares of the Company’s common stock to the employee provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 285,714 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), On August 10, 2016, the Company entered into a Restricted Stock Grant Agreement (the “Consultants RSGA”) with two of its’ consultants, 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 Consultants RSGA are performance based shares and none have yet vested nor have any been issued. The Consultants RSGA provides to each of the consultants the issuance of up to 285,714 shares of the Company’s common stock provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue to each of the consultants up to 142,857 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), Restricted Stock to Employees and Consultants the consultants, its common stock. The Company has not recognized any costs associated with the milestones, due to not being able to estimate the probability of it being achieved. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. Warrants During the three months ended March 31, 2017, no warrants were issued by the Company. A summary of the Company’s warrant activity and related information follows for the three months ended March 31, 2017: March 31, 2017 Weighted Number average of exercise Warrants price Outstanding -beginning of the period 506,026 $ 5.25 Granted - - Exercised - - Forfeited - - Outstanding - end of the period 506,026 $ 5.25 At March 31, 2017, the weighted average remaining contractual life of warrants outstanding: Weighted Average Remaining Exercisable Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) $ 5.25 - 22.75 479,121 479,121 0.24 - 1.20 $ 8.75 - 61.25 2,857 2,857 5.63 $ 31.50 24,048 24,048 0.07 - 1.47 506,026 506,026 At March 31, 2017, the aggregate intrinsic value of the warrants outstanding was $506,026.

Foreign Subsidiary

Foreign Subsidiary	3 Months Ended
	Mar. 31, 2017
Foreign Subsidiary [Abstract]
FOREIGN SUBSIDIARY	6. FOREIGN SUBSIDIARY On December 31, 2014, the Company formed a wholly owned subsidiary, OriginClear (HK) Company, Ltd (OCHK), in Hong Kong, China. The Company has granted OCHK a master license for the People’s Republic of China, and a non-exclusive license for the rest of Asia. In turn, OCHK is expected to license regional joint ventures for the commercial development of EWS:AOx Technology. A research and manufacturing center are also planned.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	7. COMMITMENTS AND CONTINGENCIES Operating Lease – Related Party The Company entered into a month-to-month lease agreement with a shareholder of the Company for office space in McKinney, Texas at a base rent of $4,750 per month. Warranty Reserve Generally, a PWT project is guaranteed against defects in material and workmanship for one year from the date of completion, while certain areas of construction and materials may have guarantees extending beyond one year. The Company has various insurance policies relating to the guarantee of completed work, which in the opinion of management will adequately cover any potential claims. A warranty reserve has been provided under PWT based on the opinion of management and based on Company history in the amount of $20,000 as of March 31, 2017.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	8. SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent events: On April 7, 2017, the Company filed a certificate of amendment to its articles of incorporation with the State of Nevada effectuating a reverse split of the Company’s common stock at a ratio of 1 for 35 (the “Reverse Split”). The Reverse Split became effective in the State of Nevada on April 12, 2017. Between April 12, 2017 and May 11, 2017, the Company sold, in a private placement, an aggregate of 1,562,862 shares of its common stock to accredited investors for an aggregate consideration of $273,500 (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 agreed to a 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. On April 19, 2017, holders of convertible promissory notes converted an aggregate principal and interest amount of $57,021 into an aggregate of 1,267,123 shares of the Company’s common stock. In connection with certain one-time make good agreements, on April 28, 2017, the Company issued an aggregate of 51,582 shares of its common stock to certain holders of its common stock. Due to the reverse split effective on April 12, 2017, the Company included 5,117 shares of common stock as a rounding adjustment. Between April 28, 2017 and May 15, 2017, the Company issued to consultants an aggregate of 4,924,591 shares of the Company’s common stock in lieu of cash consideration. On May 12, 2017, the Company’s Board of Directors approved the issuance of an aggregate of 300,000 shares of the Company’s common stock for services.

Summary of Significant Accoun15

Summary of Significant Accounting Polices (Policies)	3 Months Ended
	Mar. 31, 2017
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., and OriginClear (HK) Company, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities.
Loss per Share Calculations	Loss per Share Calculations Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include s that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company has excluded 3,697,495 of stock options, 506,026 warrants, and the shares issuable from convertible debt of $3,867,068 and shares issuable from convertible preferred stock for the three months ended March 31, 2017, because their impact on the loss per share is anti-dilutive. The Company has excluded 3,411,561 stock options, 653,851 warrants, and the shares issuable from convertible debt of $4,582,068 and shares issuable from convertible preferred stock for the for the three months ended March 31, 2016, because their impact on the earnings per share is anti-dilutive.
Work-in-Process	Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers.
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.
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. The cost in excess of billings for the three months ending March 31, 2017 and 2016, were $144,192 and $174,105, respectively. The billing in excess of cost was for the three months ending March 31, 2017 and 2016, was $16,327 and $552,818, respectively. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs.
Contract Receivable	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 March 31, 2017 and December 31, 2016, respectively. The net contract receivable balance was $130,269 and $382,895 at March 31, 2017 and December 31, 2016, respectively.
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 March 31, 2017, the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2017. Total (Level 2) (Level 2) (Level 3) Derivative Liability $ 7,629,986 $ - $ - $ 7,629,986 Total liabilities measured at fair value $ 7,629,986 $ - $ - $ 7,629,986 The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value: Balance as of January 1, 2017 $ 8,702,083 Fair Value of derivative liabilities issued - Gain on conversion of debt and change in derivative liability (1,072,097 ) Balance as of March 31, 2017 7,629,986 For purpose of determining the fair market value of the derivative liability, the Company used Binomial lattice formula valuation model. The significant assumptions used in the Binomial lattice formula valuation of the derivative are as follows: 03/31/2017 Risk free interest rate .01% - 1.02% Stock volatility factor 4.72% - 189.09% Weighted average expected option life 6 months - 5 years Expected dividend yield None
Segment Reporting	Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. Management reviewed currently issued pronouncements during the period ended March 31, 2017, and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.

Summary of Significant Accoun16

Summary of Significant Accounting Polices (Tables)	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Polices [Abstract]
Schedule of fair value of financial instruments	Total (Level 2) (Level 2) (Level 3) Derivative Liability $ 7,629,986 $ - $ - $ 7,629,986 Total liabilities measured at fair value $ 7,629,986 $ - $ - $ 7,629,986
Schedule of reconciliation of the derivative liability for which Level 3 inputs	Balance as of January 1, 2017 $ 8,702,083 Fair Value of derivative liabilities issued - Gain on conversion of debt and change in derivative liability (1,072,097 ) Balance as of March 31, 2017 7,629,986
Schedule of fair market value of derivative liability	03/31/2017 Risk free interest rate .01% - 1.02% Stock volatility factor 4.72% - 189.09% Weighted average expected option life 6 months - 5 years Expected dividend yield None

Options and Warrants (Tables)

Options and Warrants (Tables)	3 Months Ended
	Mar. 31, 2017
Options and Warrants [Abstract]
Schedule of Company's stock option activity and related information	March 31, 2017 Weighted Number of average exercise Options price Outstanding, 3,697,495 $ 1.505 Granted - - Exercised - - Forfeited/Expired - - Outstanding, end of period 3,697,495 $ 1.505 Exercisable at the end of the period 2,641,304 $ 1.190 Weighted average fair value of options granted during the period $ -
Schedule of weighted average remaining contractual life of options outstanding issued under 2009 Plan, 2012 Plan, and 2013 Plan	Weighted Average Stock Stock Remaining Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) $ 6.65 - 147.00 52,276 49,954 5.34 - 7.52 $ 10.15 - 15.40 32,362 32,362 6.46 $ 1.31 3,612,857 2,558,988 3.52 - 4.55 3,697,495 2,641,304
Schedule of Company's warrant activity and related information	March 31, 2017 Weighted Number average of exercise Warrants price Outstanding -beginning of the period 506,026 $ 5.25 Granted - - Exercised - - Forfeited - - Outstanding - end of the period 506,026 $ 5.25
Schedule of weighted average remaining contractual life of warrants outstanding	Weighted Average Remaining Exercisable Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) $ 5.25 - 22.75 479,121 479,121 0.24 - 1.20 $ 8.75 - 61.25 2,857 2,857 5.63 $ 31.50 24,048 24,048 0.07 - 1.47 506,026 506,026

Summary of Significant Accoun18

Summary of Significant Accounting Polices (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Schedule of fair value hierarchy
Derivative Liability	$ 7,629,986	$ 8,702,083
Total liabilities measured at fair value	7,629,986
(Level 1) [Member]
Schedule of fair value hierarchy
Derivative Liability
Total liabilities measured at fair value
(Level 2) [Member]
Schedule of fair value hierarchy
Derivative Liability
Total liabilities measured at fair value
(Level 3) [Member]
Schedule of fair value hierarchy
Derivative Liability	7,629,986
Total liabilities measured at fair value	$ 7,629,986

Summary of Significant Accoun19

Summary of Significant Accounting Polices (Details 1) - Level 3 Inputs [Member]	3 Months Ended
	Mar. 31, 2017USD ($)
Schedule of reconciliation of derivative liability
Balance as of January 1, 2017	$ 8,702,083
Fair Value of derivative liabilities issued
Gain on conversion of debt and change in derivative liability	(1,072,097)
Balance as of March 31, 2017	$ 7,629,986

Summary of Significant Accoun20

Summary of Significant Accounting Polices (Details 2)	3 Months Ended
	Mar. 31, 2017
Schedule of assumptions used in binomial lattice formula valuation of the derivative
Expected dividend yield
Minimum [Member]
Schedule of assumptions used in binomial lattice formula valuation of the derivative
Risk free interest rate	0.01%
Stock volatility factor	4.72%
Weighted average expected option life	6 months
Maximum [Member]
Schedule of assumptions used in binomial lattice formula valuation of the derivative
Risk free interest rate	1.02%
Stock volatility factor	189.09%
Weighted average expected option life	5 years

Summary of Significant Accoun21

Summary of Significant Accounting Polices (Details Textual)	3 Months Ended
	Mar. 31, 2017USD ($)Segmentshares	Mar. 31, 2016USD ($)shares	Dec. 31, 2016USD ($)
Summary of Significant Accounting Polices (Textual)
Cost in excess of billing	$ 144,192	$ 174,105	$ 47,612
Billing in excess of cost	16,327	$ 552,818
Contract receivable	130,269		382,895
Allowance for doubtful accounts	$ 50,000		$ 50,000
Number of segment reporting | Segment	1
Convertible Debt [Member]
Summary of Significant Accounting Polices (Textual)
Antidilutive securities excluded from computation of earnings per share | shares	3,867,068	4,582,068
Stock Options [Member]
Summary of Significant Accounting Polices (Textual)
Antidilutive securities excluded from computation of earnings per share | shares	3,697,495	3,411,561
Warrants [Member]
Summary of Significant Accounting Polices (Textual)
Antidilutive securities excluded from computation of earnings per share | shares	506,026	653,851

Capital Stock (Details)

Capital Stock (Details) - USD ($)	Mar. 14, 2017	Oct. 01, 2015	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Capital Stock (Textual)
Preferred stock, shares authorized			25,000,000		25,000,000
Preferred stock, par value			$ 0.0001		$ 0.0001
Common stock issuance for settlement of accounts payable			$ 90,000
Common stock through private placement for cash			$ 423,500
Private placement [Member]
Capital Stock (Textual)
Common stock through private placement for cash, shares			2,420,000
Common stock through private placement for cash			$ 423,500
Private placement price per share			$ 0.175
Series B preferred stock [Member]
Capital Stock (Textual)
Stock conversion basis, description		Stock on the last three (3) trading days prior to the date of conversion, provided, however, if the Average Closing Price is less than $0.35 per share, the adjusted conversion price shall be $0.35 per share.
Preferred stock, shares outstanding			6,666		6,666
Conversion price		$ 1.05
Series C preferred Stock [Member]
Capital Stock (Textual)
Preferred stock, shares outstanding			1,000		1,000
Preferred stock, shares authorized	1,000
Preferred stock, par value	$ 0.0001
Purchase price of the Series C preferred stock	$ 0.10
Total purchase price Series C preferred stock, shares	1,000
Common Stock [Member]
Capital Stock (Textual)
Common stock issuance for settlement of accounts payable			$ 89
Common stock issued for settlement of accounts payable, shares			886,700
Common stock through private placement for cash, shares			2,420,000
Common stock through private placement for cash			$ 242
Common stock issued for services, shares			2,564,439
Common stock issued at fair value for services			$ 464,027
Common stock for settlement of convertible promissory notes			3,207,139
Aggregate principal amount			$ 195,000
Interest amount			$ 49,212
Share exchange agreement, description			One third (1/3) of the shares received by the holder may be converted into common stock beginning one (1) year after the first date on which a share of Series B Preferred Stock was issued (the "Original Issue Date); one third (1/3) may be converted beginning two (2) years after the Original Issue Date; and the remaining one third (1/3) may be converted beginning three years after the Original Issue Date. The number of shares of common stock issuable for each share of converted Series B preferred stock shall be calculated by dividing the stated value by the market price, the market price shall be the average of the closing trade prices of the twenty-five (25) days prior to the date of the conversion notice.
Reverse split ratio			1 for 35
Common Stock [Member] | Maximum [Member]
Capital Stock (Textual)
Conversion price			$ 0.084
Common Stock [Member] | Minimum [Member]
Capital Stock (Textual)
Conversion price			$ 0.0613

Convertible Promissory Notes (D

Convertible Promissory Notes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Convertible Promissory Notes (Textual)
Converted an aggregate principal amount	$ 244,212	$ 426,114
Derivative liability	$ 7,629,986		$ 8,702,083
Convertible Promissory Notes [Member]
Convertible Promissory Notes (Textual)
Debt instrument interest rate	10.00%
Conversion price per share of debt, Description	50% of the lowest trade price on any trade day following issuance of the Notes.
Converted an aggregate principal amount	$ 195,000
Number of shares converted into common stock	3,207,141
Aggregate remaining amount	$ 1,760,000
Recognized interest expense	46,333
Accrued interest	$ 49,212
Description of debt instrument	The note has 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.
Conversion of accounts payable into a convertible note	$ 430,896
Convertible Promissory Notes [Member] | Maximum [Member]
Convertible Promissory Notes (Textual)
Conversion price of debt	$ 4.90
Convertible Promissory Notes [Member] | Minimum [Member]
Convertible Promissory Notes (Textual)
Conversion price of debt	$ 2.10
OID Notes [Member]
Convertible Promissory Notes (Textual)
Debt instrument, Maturity date	Dec. 31, 2017
Conversion price per share of debt, Description	After the amendment the conversion price changed to the lesser of $2.80 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.
Original issue discount on promissory notes	$ 170,790
Accrued interest	$ 13,334
Conversion price of debt	$ 15.31
Unsecured convertible notes [Member]
Convertible Promissory Notes (Textual)
Debt instrument interest rate	10.00%
Debt instrument, Maturity date	May 19, 2020
Conversion price per share of debt, Description	50% of the lowest trade price on any trade day following issuance of the Notes.
Aggregate remaining amount	$ 1,325,000
Unsecured convertible notes [Member] | Maximum [Member]
Convertible Promissory Notes (Textual)
Conversion price of debt	$ 2.80
Unsecured convertible notes [Member] | Minimum [Member]
Convertible Promissory Notes (Textual)
Conversion price of debt	$ 0.70
Convertible Note [Member]
Convertible Promissory Notes (Textual)
Converted an aggregate principal amount	$ 90,000
Number of shares converted into common stock	886,700
Aggregate remaining amount	$ 167,048		$ 257,048
Recognized interest expense	$ 53,266
Description of debt instrument	The note has 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.
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

Options and Warrants (Details)

Options and Warrants (Details) - Stock Options [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Outstanding, beginning of period | shares	3,697,495
Number of Options, Granted | shares
Number of Options, Exercised | shares
Number of Options, Forfeited/Expired | shares
Number of Options, Outstanding, end of period | shares	3,697,495
Number of Options, Exercisable at the end of the period | shares	2,641,304
Weighted average exercise price, Outstanding, beginning of period	$ 1.505
Weighted average exercise price, Granted
Weighted average exercise price, Exercised
Weighted average exercise price, Forfeited/Expired
Weighted average exercise price, Outstanding, end of period	1.505
Weighted average exercise price, Exercisable at the end of the period	1.190
Weighted average fair value of options granted during the period

Options and Warrants (Details 1

Options and Warrants (Details 1) - Stock Options [Member] - 2009 Plan, 2012 Plan, and 2013 Plan [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Stock Options Outstanding	3,697,495
Stock Options Exercisable	2,641,304
6.65 - 147.00 [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Exercisable Prices, Range Minimum | $ / shares	$ 6.65
Exercisable Prices, Range Maximum | $ / shares	$ 147
Stock Options Outstanding	52,276
Stock Options Exercisable	49,954
6.65 - 147.00 [Member] | Minimum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	5 years 4 months 2 days
6.65 - 147.00 [Member] | Maximum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	7 years 6 months 7 days
10.15 - 15.40 [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Exercisable Prices, Range Minimum | $ / shares	$ 10.15
Exercisable Prices, Range Maximum | $ / shares	$ 15.40
Stock Options Outstanding	32,362
Stock Options Exercisable	32,362
Weighted Average Remaining Contractual Life (years)	6 years 5 months 16 days
1.31 [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Exercisable Prices | $ / shares	$ 1.31
Stock Options Outstanding	3,612,857
Stock Options Exercisable	2,558,988
1.31 [Member] | Minimum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	3 years 6 months 7 days
1.31 [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 18 days

Options and Warrants (Details 2

Options and Warrants (Details 2) - Warrants [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Warrants, Outstanding - beginning of the period | shares	506,026
Number of Warrants, Granted | shares
Number of Warrants, Exercised | shares
Number of Warrants, Forfeited | shares
Number of Warrants, Outstanding - end of the period | shares	506,026
Weighted average exercise price, Outstanding - beginning of the period | $ / shares	$ 5.25
Weighted average exercise price, Granted | $ / shares
Weighted average exercise price, Exercised | $ / shares
Weighted average exercise price, Forfeited | $ / shares
Weighted average exercise price, Outstanding - end of the period | $ / shares	$ 5.25

Options and Warrants (Details 3

Options and Warrants (Details 3) - Warrants [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Warrants Outstanding	506,026
Warrants Exercisable	506,026
5.25 - 22.75 [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Exercisable Prices, Range Minimum | $ / shares	$ 5.25
Exercisable Prices, Range Maximum | $ / shares	$ 22.75
Warrants Outstanding	479,121
Warrants Exercisable	479,121
5.25 - 22.75 [Member] | Minimum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	2 months 27 days
5.25 - 22.75 [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 2 months 12 days
8.75 - 61.25 [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Exercisable Prices, Range Minimum | $ / shares	$ 8.75
Exercisable Prices, Range Maximum | $ / shares	$ 61.25
Warrants Outstanding	2,857
Warrants Exercisable	2,857
Weighted Average Remaining Contractual Life (years)	5 years 7 months 17 days
31.50 [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Exercisable Prices | $ / shares	$ 31.50
Warrants Outstanding	24,048
Warrants Exercisable	24,048
31.50 [Member] | Minimum [Member]
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items]
Weighted Average Remaining Contractual Life (years)	26 days
31.50 [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 5 months 19 days

Options and Warrants (Details T

Options and Warrants (Details Textual) - USD ($)	Aug. 10, 2016	May 12, 2016	Jun. 14, 2013	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Oct. 02, 2015	Sep. 29, 2015	May 25, 2012
Options and Warrants (Textual)
Stock based compensation				$ 34,600	$ 52,296
Aggregate intrinsic value of the warrants outstanding				$ 506,026
Employees [Member]
Options and Warrants (Textual)
Issuance of shares						31,429
Stock options mature						Mar. 29, 2021
Stock options prices						$ 0.29
Consultants [Member]
Options and Warrants (Textual)
Issuance of shares						428,571
Stock options mature						Oct. 17, 2021
Stock options prices						$ 1.31
Restricted Stock Grant Agreement ("RSCA") [Member] | Chief Executive Officer [Member]
Options and Warrants (Textual)
Issuance of common stock, shares	1,714,286	1,714,286
Restricted stock grant agreement, Description	The CEO provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue up to 857,143 shares of its 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 with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 857,143 shares of its common stock.	The Employees provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company's quarterly or annual financial statements, the Company will issue up to 857,143 shares of its 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 with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 857,143 shares of its common stock.
Restricted Stock Grant Agreement ("RSCA") [Member] | Employees [Member]
Options and Warrants (Textual)
Issuance of common stock, shares	285,714	857,143
Restricted stock grant agreement, Description	The Company's common stock provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue to each of the consultants up to 142,857 shares of its 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 with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 142,857 shares to each of the consultants, its common stock.	The employee provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company's quarterly or annual financial statements, the Company will issue up to 428,571 shares of its 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 with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 428,571 shares of its common stock
Restricted Stock Grant Agreement ("RSCA") [Member] | Employees One [Member]
Options and Warrants (Textual)
Issuance of common stock, shares		571,429
Restricted stock grant agreement, Description		The employee provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company's quarterly or annual financial statements, the Company will issue up to 285,714 shares of its 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 with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 285,714 shares of its common stock.
2012 Incentive Stock Option Plan [Member]
Options and Warrants (Textual)
Common stock shares reserves and sets aside for the granting of options (in shares)									28,571
2013 Incentive Stock Option Plan [Member]
Options and Warrants (Textual)
Common stock shares reserves and sets aside for the granting of options (in shares)			114,286
Employee termination			Not less than 30 days nor more than three (3) months after such termination.
Fair market value of stock grant, 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 and Warrants (Textual)
Common stock shares reserves and sets aside for the granting of options (in shares)							4,571,429	3,315,714

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Commitments and Contingencies (Textual)
Warrant reserve	$ 20,000	$ 20,000
Mckinney [Member]
Commitments and Contingencies (Textual)
Base rent	$ 4,750

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	May 12, 2017	Apr. 28, 2017	Apr. 12, 2017	Apr. 07, 2017	May 15, 2017	May 11, 2017	Apr. 19, 2017	Mar. 31, 2017
Subsequent Events (Textual)
Common stock issued at fair value for services								$ 464,027
Subsequent Event [Member]
Subsequent Events (Textual)
Issuance of common stock, shares		51,582
Reverse split description			Due to the reverse split effective on April 12, 2017	1 for 35.
Reverse stock splits shares adjusted			5,117
Subsequent Event [Member] | Consultants [Member]
Subsequent Events (Textual)
Common stock in lieu of cash consideration					4,924,591
Subsequent Event [Member] | Convertible Promissory Notes [Member]
Subsequent Events (Textual)
Aggregate shares of common stock, shares							1,267,123
Conversion of shares							$ 57,021
Subsequent Event [Member] | Private Placement [Member]
Subsequent Events (Textual)
Sale of common stock						$ 273,500
Sale of common stock, shares						1,562,862
Subsequent Event [Member] | Board of Directors [Member]
Subsequent Events (Textual)
Common stock issuance for services	300,000