Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 13, 2018 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 5,517,000 | ||
Entity Common Stock, Shares Outstanding | 135,987,180 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 439,822 | $ 351,321 |
Contracts receivable, less allowance for doubtful accounts of $6,996 and $50,000 respectively | 490,441 | 382,895 |
Inventory | 13,614 | |
Cost in excess of billing | 88,589 | 47,612 |
Work in progress | 84,157 | 86,085 |
Prepaid expenses | 61,607 | 42,128 |
TOTAL CURRENT ASSETS | 1,178,230 | 910,041 |
NET PROPERTY AND EQUIPMENT | 150,628 | 161,912 |
OTHER ASSETS | ||
Other asset | 19,538 | 19,538 |
Goodwill | 682,145 | |
Trademark | 4,467 | 4,467 |
Security deposit | 3,500 | 3,500 |
TOTAL OTHER ASSETS | 27,505 | 709,650 |
TOTAL ASSETS | 1,356,363 | 1,781,603 |
Current Liabilities | ||
Accounts payable and other payable | 827,656 | 480,064 |
Accrued expenses | 932,092 | 715,281 |
Billing in excess of cost | 154,048 | |
Customer deposit | 113,950 | 113,950 |
Warrant reserve | 20,000 | 20,000 |
Deferred income | 15,500 | |
Loans payable, current portion | 11,090 | |
Derivative liabilities | 5,531,183 | 8,702,083 |
Convertible promissory notes, net of discount of $240,137 and $591,835, respectively | 766,931 | 1,935,233 |
Total Current Liabilities | 8,372,450 | 11,966,611 |
Long Term Liabilities | ||
Loan payable, long term portion | 4,609 | |
Convertible promissory notes, net of discount of $0 and $11,429, respectively | 2,811,000 | 1,613,571 |
Total Long Term Liabilities | 2,815,609 | 1,613,571 |
Total Liabilities | 11,188,059 | 13,580,182 |
SHAREHOLDERS' DEFICIT | ||
Preferred treasury stock,1,000 and 1,000 shares outstanding, respectively | ||
Common stock, $0.0001 par value, 900,000,000 shares authorized 112,888,964 and 21,428,454 equity shares issued and outstanding, respectively | 11,289 | 2,143 |
Additional paid in capital | 58,618,560 | 51,428,976 |
Accumulated other comprehensive loss | (134) | (92) |
Accumulated deficit | (68,461,412) | (63,229,607) |
TOTAL SHAREHOLDERS' DEFICIT | (9,831,696) | (11,798,579) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 1,356,363 | 1,781,603 |
Series B Preferred stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | 1 | 1 |
Series C Preferred stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | ||
Series A Preferred stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts | $ 6,996 | $ 50,000 |
Discount on debt | 240,137 | 591,835 |
Net of discount non current | $ 0 | $ 11,429 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 750,000 | 750,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 112,888,964 | 21,428,454 |
Common stock, shares outstanding | 112,888,964 | 21,428,454 |
Preferred treasury stock, shares outstanding | 1,000 | 1,000 |
Series B Preferred stock | ||
Preferred stock, shares issued | 3,333 | 6,666 |
Preferred stock, shares outstanding | 3,333 | 6,666 |
Series C Preferred stock | ||
Preferred stock, shares issued | 1,000 | |
Preferred stock, shares outstanding | 1,000 | |
Series A Preferred stock | ||
Preferred stock, shares issued | 1,000 | |
Preferred stock, shares outstanding | 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Sales | $ 3,355,632 | $ 5,071,095 |
Cost of Goods Sold | 2,705,771 | 3,589,165 |
Gross Profit | 649,861 | 1,481,930 |
Operating Expenses | ||
Selling and marketing expenses | 2,503,833 | 1,849,639 |
General and administrative expenses | 2,508,264 | 2,674,318 |
Research and development | 197,119 | 502,209 |
Goodwill impairment | 682,145 | |
Depreciation and amortization expense | 52,554 | 45,478 |
Total Operating Expenses | 5,943,915 | 5,071,644 |
Loss from Operations | (5,294,054) | (3,589,714) |
OTHER INCOME (EXPENSE) | ||
Other income | 744 | 400 |
Commitment fee | (1,546,920) | (1,243,148) |
Gain on net change in derivative liability and conversion of debt | 2,334,781 | 1,527,714 |
Interest expense | (726,356) | (841,082) |
TOTAL OTHER INCOME (EXPENSE) | (62,249) | (556,116) |
NET (LOSS) | $ (5,231,805) | $ (4,145,830) |
BASIC AND DILUTED LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS' | $ (0.10) | $ (0.033) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 53,303,847 | 12,470,715 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - 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 | $ 665 | $ 46,330,041 | $ (47) | $ (59,083,777) |
Beginning balance, shares at Dec. 31, 2015 | 11,000 | 6,645,395 | ||||
Common stock issuance for cash | 1,140,717 | $ 337 | 1,140,380 | |||
Common stock issuance for cash, shares | 3,366,333 | |||||
Common stock issuance for conversion of debt | 779,665 | $ 388 | 779,277 | |||
Common stock issuance for conversion of debt, shares | 3,880,358 | |||||
Common stock issuance for settlement of accounts payable | 175,000 | $ 54 | 174,946 | |||
Common stock issued for settlement of accounts payable, shares | 540,288 | |||||
Common stock issued at fair value for services and commitment fees | 2,455,241 | $ 651 | 2,454,600 | |||
Common stock issued at fair value for services and commitment fees, shares | 6,519,794 | |||||
Common stock issued for conversion of preferred stock | $ 48 | (48) | ||||
Common stock issued for conversion of preferred stock, shares | (3,334) | 476,286 | ||||
Stock compensation cost | 533,009 | 533,009 | ||||
Beneficial conversion feature | 16,771 | 16,771 | ||||
Other comprehensive loss | (45) | (45) | ||||
Net loss | (4,145,830) | (4,145,830) | ||||
Ending balance at Dec. 31, 2016 | (11,798,579) | $ 1 | $ 2,143 | 51,428,976 | (92) | (63,229,607) |
Ending balance, shares at Dec. 31, 2016 | 7,666 | 21,428,454 | ||||
Common stock issuance for cash | 1,654,741 | $ 2,506 | 1,652,235 | |||
Common stock issuance for cash, shares | 25,055,362 | |||||
Common stock issuance for conversion of debt | 1,461,103 | $ 1,567 | 1,459,536 | |||
Common stock issuance for conversion of debt, shares | 15,675,714 | |||||
Common stock issuance for settlement of accounts payable | 117,931 | $ 89 | 117,842 | |||
Common stock issued for settlement of accounts payable, shares | 886,700 | |||||
Common stock issued at fair value for services and commitment fees | 3,875,479 | $ 4,936 | 3,870,543 | |||
Common stock issued at fair value for services and commitment fees, shares | 49,366,591 | |||||
Common stock issued for conversion of preferred stock | $ 48 | (48) | ||||
Common stock issued for conversion of preferred stock, shares | (3,333) | 476,143 | ||||
Preferred Series A purchased | (1,000) | |||||
Preferred Series C issued | 1,000 | |||||
Stock compensation cost | 89,476 | 89,476 | ||||
Other comprehensive loss | (42) | (42) | ||||
Net loss | (5,231,805) | (5,231,805) | ||||
Ending balance at Dec. 31, 2017 | $ (9,831,696) | $ 1 | $ 11,289 | $ 58,618,560 | $ (134) | $ (68,461,412) |
Ending balance, shares at Dec. 31, 2017 | 4,333 | 112,888,964 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,231,805) | $ (4,145,830) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 52,555 | 45,478 |
Common stock and warrants issued for services and commitment fees | 3,875,479 | 2,455,251 |
Stock option and warrant compensation expense | 89,476 | 533,009 |
Gain on net change in valuation of derivative liability and conversion of debt | (2,334,781) | (1,527,714) |
Debt discount and original issue discount recognized as interest expense | 416,679 | 487,693 |
Goodwill Impairment | 682,145 | |
Change in Assets (Increase) Decrease in: | ||
Contracts receivable | (107,546) | 683,328 |
Cost in excess of billing | (40,977) | (30,864) |
Other receivable | 100,000 | |
Inventory asset | (13,614) | |
Prepaid expenses | (19,479) | (11,651) |
Work in progress | 1,928 | 9,281 |
Other asset | (194,698) | |
Change in Liabilities Increase (Decrease) in: | ||
Accounts payable | 465,523 | 306,567 |
Accrued expenses | 229,242 | 344,355 |
Billing in excess of cost | 154,048 | (503,718) |
Deferred income | 15,500 | (150,000) |
NET CASH USED IN OPERATING ACTIVITIES | (1,765,627) | (1,599,513) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (41,270) | (10,133) |
CASH USED IN INVESTING ACTIVITIES | (41,270) | (10,133) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loans payable | 15,699 | |
Proceeds from convertible promissory notes | 225,000 | 125,000 |
Proceeds for issuance of common stock for cash | 1,654,741 | 1,140,717 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,895,440 | 1,265,717 |
Foreign currency effect on cash flow | (42) | (45) |
NET INCREASE (DECREASE) IN CASH | 88,501 | (343,974) |
CASH BEGINNING OF YEAR | 351,321 | 695,295 |
CASH END OF YEAR | 439,822 | 351,321 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 2,105 | 2,199 |
Taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||
Common stock issued at fair value for conversion of debt and accrued interest | 1,461,103 | 779,665 |
Common stock issued at fair value on settlement of accounts payable | 117,931 | 175,000 |
Common stock issued at fair value for supplemental shares | 1,546,920 | 1,243,148 |
Beneficial conversion feature on convertible note | 16,771 | |
Conversion of accounts payable into a convertible note | $ 430,896 |
Organization and Line of Busine
Organization and Line of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization and Line of Business [Abstract] | |
ORGANIZATION AND LINE OF BUSINESS | 1. ORGANIZATION AND LINE OF BUSINESS Organization OriginClear, Inc. (the "Company") was incorporated in the state of Nevada on June 1, 2007. The Company, based in Los Angeles, California, began operations on June 1, 2007. The Company began its’ planned principle operations in December, 2010, at which time it exited the development stage. In December 2014, the Company formed a wholly owned subsidiary, OriginClear Technologies Limited (OCT), formerly OriginClear (HK) Limited, in Hong Kong, China. The Company granted OCT a master license for the People’s Republic of China. In turn, OCT is expected to license regional joint ventures for water treatment. As of December 31, 2017, OCT has limited assets and operations. On October 1, 2015, the Company completed the acquisition of 100% of the total issued and outstanding stock of Progressive Water Treatment, Inc. (“PWT”) and is included in these consolidated financial statements as a wholly owned subsidiary. Line of Business OriginClear is a leading provider of water treatment solutions and the developer of a breakthrough water cleanup technology. The Company’s technology integrates easily with other industry processes and can be embedded into larger systems through licensing and joint ventures. Through the acquisition of Progressive Water Treatment Inc., the Company is primarily engaged in providing water treatment systems and services for a wide variety of applications and component sales. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the year ended December 31, 2017, the Company did not generate significant revenue, incurred a net loss of $5,231,805 and used cash in operations of $1,765,621. As of December 31, 2017, the Company had a working capital deficiency of $7,194,220 and a shareholders’ deficit of $9,831,696. These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2017 expressed substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the year ended December 31, 2017, the Company obtained funds from the issuance of convertible note agreements and from sales of its common stock and warrants. Management believes this funding will continue from its’ current investors and from new investors. The Company also generated revenue of $3,355,632 and has standing purchase orders and open invoices with customers which will provide funds for operations. Management believes the existing shareholders, the prospective new investors and future sales will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing. |
Summary of Significant Accounti
Summary of Significant Accounting Polices | 12 Months Ended |
Dec. 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 Technologies, Ltd (formerly OriginClear HK, Ltd). All material intercompany transactions have been eliminated upon consolidation of these entities. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Use of Estimates The preparation of the 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, derivatives, revenue recognition, intangibles, allowance for doubtful accounts, and common stock issued for services, among other items. Actual results could differ from these estimates. Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2017, the cash balance in excess of the FDIC limits was $7,634 and $18,821 in foreign (Hong Kong) bank account which is not federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Loss per Share Calculations Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include s that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2017 and 2016, respectively, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. For the Years Ended 2017 2016 (Loss) to common shareholders (Numerator) $ (5,231,805 ) $ (4,145,830 ) Basic and diluted weighted average number of common shares outstanding denominator 53,303,847 12,470,715 The Company has excluded 3,697,495 stock options, 53,562,961 warrants, and the shares issuable from convertible debt of $3,818,068 and shares issuable from convertible preferred stock for the year ended December 31, 2017, because their impact on the loss per share is anti-dilutive. The Company has excluded 3,697,495 stock options, 506,026 warrants, and the shares issuable from convertible debt of $4,152,068 and shares issuable from convertible preferred stock for the year ended December 31, 2016, because their impact on the loss per share is anti-dilutive. Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. Revenue Recognition Equipment sales We recognize revenue upon delivery of equipment, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the equipment is transferred to the customer once the last payment is received. We record revenue as goods are shipped, and the equipment has been fully accepted by the customer. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have a purchase agreement signed by the customer with a payment arrangement. Percentage of completion Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35 – “ Accounting for Performance of Construction-Type and Certain Production Type Contracts”. 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 years ending December 31, 2017 and 2016, were $88,589 and $47,612, respectively. The billing in excess of cost for the years ending December 31, 2017 and 2016, was $154,048 and $0, 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 $6,996 and $50,000 as of December 31, 2017 and 2016, respectively. The net contract receivable balance was $490,441 and $382,895 at December 31, 2017 and 2016, respectively. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2017 and 2016, and determined there was impairment of goodwill of 682,145 as of December 31, 2017. Research and Development Research and development costs are expensed as incurred. Total research and development costs were $197,119 and $502,209 for the years ended December 31, 2017 and 2016, respectively. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $163,332 and $189,429 for the years ended December 31, 2017 and 2016, respectively. Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-6 years Leasehold improvements 2-5 years Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattace option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 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 December 31, 2017 and 2016. Total (Level 2) (Level 2) (Level 3) Derivative Liability, December 31, 2017 $ 5,531,183 $ - $ - $ 5,531,183 Derivative Liability, December 31, 2016 $ 8,702,083 $ - $ - $ 8,702,083 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, 2016 $ 9,317,475 Fair Value of derivative liabilities issued 1,122,762 Loss on conversion of debt and change in derivative liability (1,738,154 ) Balance as of December 31, 2016 $ 8,702,083 Fair Value of derivative liabilities issued 53,551 Gain on conversion of debt and change in derivative liability (3,224,451 ) Balance as of December 31, 2017 5,531,183 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: 12/31/2017 12/31/2016 Risk free interest rate 1.55% - 1.98% .01% - 1.02% Stock volatility factor 87.0% - 95.0% 4.72% - 189.09% Weighted average expected option life 6 months - 5 years 6 months - 5 years Expected dividend yield None None Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated. Recently Issued Accounting Pronouncements 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. The Company is currently 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 May 2017, FASB issued accounting standards update ASU-2017-09, “Compensation-Stock Compensation” (Topic 718) –Modification Accounting”, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period for public entities for reporting periods for which financial statements have not yet been issued, and all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of the adoption of ASU 2017-09 on the Company’s financial statements beginning January 1, 2018. In August 2017, FASB issued accounting standards update ASU-2017-12, “D” (Topic 815) – “Targeted Improvements to Accounting for Hedging Activities”, to require an entity to present the earnings effect of the hedging instrument in the same statement line item in which the earnings effect of the hedged item is reported. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods with the fiscal years beginning after December 15, 2020. Early adoption is permitted in any interim period after issuance of the update. The Company is currently evaluating the impact of the adoption of ASU 2017-12 on the Company’s financial statements. Management reviewed currently issued pronouncements during the year ended December 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. |
Property & Equipment
Property & Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property & Equipment [Abstract] | |
PROPERTY & EQUIPMENT | 3. PROPERTY & EQUIPMENT Property and Equipment consists of the following as of December 31, 2017 and 2016: 2017 2016 Machinery & equipment $ 136,188 164904 Furniture & fixtures 27,452 27,452 Computer equipment 54,769 53,594 Vehicles 64,277 31,358 Capitalized assets 36,139 - Leasehold improvements 26,725 26,725 345,551 304,281 Less accumulated depreciation and amortization (194,923 ) (142,369 ) $ 150,628 161,912 During the years ended December 31, 2017 and 2016, depreciation and amortization expense was $52,554 and $45,478, respectively. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Capital Stock [Abstract] | |
CAPITAL STOCK | 4. CAPITAL STOCK Preferred Stock On July 31, 2015, the Board of Directors of the Company adopted a Certificate of Designation establishing the rights, preferences, privileges and other terms of Series B Preferred Stock, par value $0.0001 per share which consists of 10,000 shares (the “Series B Preferred Stock”). On October 1, 2015, the Company filed the Certificate of Designation for the Series B Preferred Stock with the Secretary of State of Nevada and Series B Shares were issued to the shareholders of Progressive Water Treatment, Inc. in connection with the share exchange agreement. One third (1/3) of the shares received by the holder may be converted into common stock beginning one (1) year after the first date on which a share of Series B Preferred Stock was issued (the “Original Issue Date); one third (1/3) may be converted beginning two (2) years after the original issue date; and the remaining one third (1/3) may be converted beginning three years after the original issue date. The number of shares of common stock issuable for each share of converted Series B Preferred Stock shall be calculated by dividing the stated value by the market price, the market price shall be the average of the closing trade prices of the twenty-five (25) days prior to the date of the conversion notice. On August 12, 2016, the agreement was amended to include make-good-shares. The conversion price is to 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. The Series B Preferred Stock has redemption features that are redeemable solely at the option of the Company. Each share of Series B Preferred Stock has a stated value of $150 per share and is convertible into shares of the Company’s common stock at a conversion price of $1.05 per share, which may be converted to the Company’s common stock in three annual increments beginning 12 months from closing. The conversion price is subject to adjustment in the case of reverse splits, stock dividends, reclassifications and the like. In addition, the conversion price is subject to certain full ratchet anti-dilution protection. Accordingly, the preferred stock is valued under the provision of ASC Topic 815, Derivatives and Hedging, because the conversion feature of the preferred stock was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The Series B Preferred Stock shall have the rights, preferences and privileges as set forth in the exchange agreement. During the year ended December 31, 2017, the Company issued 476,143 shares of common stock upon conversion of 3,333 shares of preferred stock at a price of $1.05 per share, plus 952,572 make good shares at a price of $0.35 per share. As of December 31, 2017, a balance of 3,333 shares of Series B Preferred Stock remain. On September 29, 2015, the Board of Directors of the Company adopted a Certificate of Designation establishing the rights, preferences, privileges and other terms of Series A Preferred Stock, par value $0.0001 per share, (“Series A Preferred Stock”) providing for supermajority voting rights to holders of Series A Preferred Stock. The Board believes that it is in the best interest of the stockholders of the Corporation that the Series A Preferred Stock be issued to the Company’s Chief Executive Officer and Director, T. Riggs Eckelberry. Upon filing of the New Series A Preferred Stock Certificate of Designation in accordance with the provisions of Nevada law, the Board authorized the Corporation to issue 1,000 shares of New Series A Preferred Stock to Mr. Eckelberry. On March 30, 2017, the Company filed a Certificate of Withdrawal of the Certificate of Designation for its Series A Preferred Stock with the Secretary of State of Nevada following the mutual agreement between the Company and the holder of the Series A Preferred Stock to irrevocably cancel all of the 1,000 shares of Series A Preferred Stock outstanding. On March 14, 2017, the Board of Directors of the Company adopted a Certificate of Designation establishing the rights, preferences, privileges and other terms of New Series C Preferred Stock, par value $0.0001 per share, (“New Series C Preferred Stock”) providing for supermajority voting rights to holders of New Series C Preferred Stock. The Board believes that it is in the best interest of the stockholders of the Corporation that the New Series C Preferred Stock be issued to the Company’s Chief Executive Officer and Director, T. Riggs Eckelberry. The purchase price of the New 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. On June 30, 2017, the Company filed a certificate of amendment (the “June Certificate of Amendment”) to amend Article 3 of its articles of incorporation with the State of Nevada, effectuating a decrease of the number of authorized shares of the Company. Pursuant to the June Certificate of Amendment, the Company reduced the number of authorized shares of its common stock to 300,000,000. The June Certificate of Amendment became effective upon filing with the State of Nevada on June 30, 2017. The reduction in the number of authorized shares did not affect the shares of the Company’s stock issued and outstanding at that time. On December 1, 2017, the Company filed a certificate of amendment (the “December Certificate of Amendment”) to amend Article 3 of its articles of incorporation with the State of Nevada, effectuating an increase of the number of authorized shares of the Company. Pursuant to the December Certificate of Amendment, the Company increased the number of authorized shares of its common stock to 900,000,000. The December Certificate of Amendment became effective upon filing with the State of Nevada on December 1, 2017. The increase in the number of authorized shares does not affect the shares of the Company’s stock issued and outstanding. Year ended December 31, 2017 The Company issued 25,055,362 shares of common stock through a private placement at an average price of $0.066 per share for cash in the amount of $1,654,741. The Company issued 15,675,714 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $469,000, plus interest in the amount of $130,364, with a fair value loss of $861,739 based upon conversion prices of $0.031 up to $0.21. The Company issued 886,700 shares of common stock for the settlement of accounts payable with a fair value of $117,931, which includes a fair value loss on settlement of $27,931. The Company issued 49,366,591 shares of common stock for services and commitment fees at fair value of $3,875,479. Year ended December 31, 2016 The Company issued 3,366,333 shares of common stock through a private placement at a price of $0.35 per share for cash in the amount of $1,140,717. The Company issued 3,880,358 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $669,000, plus interest in the amount of $110,666, based upon conversion prices of $0.34 up to $1.23. The Company issued 540,288 shares of common stock for the settlement of accounts payable with a fair value of $175,000. The Company issued 6,519,794 shares of common stock for services and commitment fees at fair value of $2,455,251. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Promissory Notes [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES As of December 31, 2017, the outstanding convertible promissory notes are summarized as follows: Convertible Promissory Notes, net of debt discount $ 3,577,931 Less current portion 766,931 Total long-term liabilities $ 2,811,000 Maturities of long-term debt for the next three years are as follows: Year Ending December 31, Amount 2019 871,000 2020 1,815,000 2021 125,000 $ 2,811,000 At December 31, 2017, the $3,818,068 in convertible promissory notes has a remaining debt discount of $240,137, leaving a net balance of $3,577,931. 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 year ended December 31, 2017, the Company issued 15,675,714 shares of common stock, upon conversion of $469,000 in principal, plus accrued interest of $130,364, with a fair value loss on settlement of $861,739. As of December 31, 2017, the Notes had an aggregate remaining balance of $1,486,000. As of December 31, 2017, unsecured convertible promissory notes (the “OID Notes”) had an aggregate remaining balance of $184,124, 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 matured on December 31, 2017, and were extended to June 30, 2018. 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 remaining balance of the note as of December 31, 2017, was $1,325,000. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $11,479 during the year ended December 31, 2017. The Company issued a convertible note in exchange for an account 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 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. As of December 31, 2016, the remaining balance was $257,048. During the nine months ended September 30, 2017, the Company issued 886,700 shares of common stock upon conversion of principal in the amount of $90,000, with a fair value loss on settlement of $27,931. As of December 31, 2017, the Note had a remaining balance of $167,048. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $216,024 during the year ended December 31, 2017. The Company issued a convertible note in exchange for an account 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 $187,906 during the year ended December 31, 2017. Total debt discount as of December 31, 2017 was $187,906. The Company entered into an unsecured convertible note (the “Dec 20 Note”), in the amount of $150,000 on December 20, 2017. The Dec 20 Note matures on December 20, 2018. The Dec 20 Note bears interest at 10% per annum. The Dec 20 Note may be converted into shares of the Company’s common stock at a conversion price of the lesser of $0.03 per share or 50% of the lowest trade price during the twenty trading days immediately before the conversion. The conversion feature of the Dec 20 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Dec 20 Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $1,108 during the year ended December 31, 2017. Total debt discount as of December 31, 2017 was $43,820. The Company entered into an unsecured convertible note (the “Dec 22 Note”), in the amount of $75,000 on December 22, 2017. The Dec 22 Note matures on December 22, 2018. The Dec 22 Note bears interest at 10% per annum. The Dec 22 Note may be converted into shares of the Company’s common stock at a conversion price of the lesser of $0.05 per share or 50% of the lowest trade price during the twenty trading days upon default of the prepayment date. The conversion feature of the Dec 22 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Dec 22 Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $213 during the year ended December 31, 2017. Total debt discount as of December 31, 2017 was $8,410. 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 December 31, 2017 was $5,531,183. |
Options and Warrants
Options and Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Options and Warrants [Abstract] | |
OPTIONS AND WARRANTS | 6. 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. Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. Notwithstanding any other provision of the Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the tenth (10th) anniversary from the effective date of grant. On June 14, 2013, the Board of Directors adopted a new OriginOil, Inc., 2013 Incentive Stock Option Plan (the “2013 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for 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. 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. Options On September 29, 2015, the Board of Directors adopted a new OriginOil, 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. Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. Notwithstanding any other provision of the Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the fifth (5th) anniversary from the effective date of grant. During the year ended December 31, 2017, the Company did not grant any shares of incentive stock options to employees, or non-statutory options to consultants. 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 or Committee may specify such period for exercise that the Option shall automatically terminate following the termination of employment or services as to shares covered by the Option as the Board or Committee deems reasonable and appropriate. A summary of the Company’s stock option activity and related information follows: December 31, 2017 December 31, 2016 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning of year 3,697,495 $ 1.505 3,411,561 $ 1.750 Granted - $ - 471,429 $ 0.315 Exercised - $ - - $ - Forfeited/Expired - $ - (185,495 ) $ 2.450 Outstanding, end of year 3,697,495 $ 1.505 3,697,495 $ 1.505 Exercisable at the end of year 2,682,644 $ 1.028 2,625,147 $ 1.715 Weighted average fair value of options granted during the year $ - $ 0.315 The weighted average remaining contractual life of options outstanding issued under the 2009 Plan, 2013 Plan, and 2015 Plan as of December 31, 2017 and 2016 was as follows: December 31, 2017 December 31, 2016 Weighted Weighted Average Average Stock Stock Remaining Stock Stock Remaining Exercisable Options Options Contractual Options Options Contractual Prices Outstanding Exercisable Life (years) Outstanding Exercisable Life (years) $ 6.65 - 31.15 52,276 50,401 4.59 - 6.77 52,276 46,472 5.59 - 7.77 $ 14.35 - 15.40 32,362 32,362 5.71 32,362 26,294 6.71 $ 1.31 3,612,857 2,599,881 2.77 - 3.80 3,612,857 2,552,381 3.77 - 4.80 3,697,495 2,682,644 3,697,495 2,625,147 Stock-based compensation expense recognized during the year is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the financial statements of operations during the years ended December 31, 2017 and 2016 were $89,476 and $533,009, 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, T. 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 RSGAs provides for the issuance of up to 1,714,286 shares of the Company’s common stock to Mr. Eckelberry 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, T. 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 Mr. Eckelberry 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 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 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), Warrants During the year ended December 31, 2017, 53,090,625 warrants were issued by the Company. No warrants were issued by the Company during the year ended December 31, 2016. A summary of the Company’s warrant activity and related information follows for the years ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Weighted Weighted Number average Number average of exercise of exercise Warrants price Warrants price Outstanding -beginning of year 506,026 $ 6.30 665,632 $ 7.35 Granted 53,090,625 $ 0.015 - $ - Exercised - $ - - $ - Forfeited (33,690 ) $ 23.93 (159,606 ) $ 5.60 Outstanding - end of year 53,562,961 $ 5.40 506,026 $ 6.30 At December 31, 2017 and 2016, the weighted average remaining contractual life of warrants outstanding: December 31, 2017 December 31, 2016 Weighted Weighted Average Average Remaining Remaining Exercisable Warrants Warrants Contractual Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) Outstanding Exercisable Life (years) $ 0.04 - 5.25 53,547,769 53,547,769 0.27 - 1.42 479,120 479,120 0.49 - 1.45 $ 8.75 - 9.10 12,334 12,334 0.25 - 0.72 24,048 24,048 0.32 - 1.72 $ 31.50 2,858 2,858 4.88 2,858 2,858 5.88 53,562,961 53,562,961 506,026 506,026 At December 31, 2017, the aggregate intrinsic value of the warrants outstanding was $0. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
INCOME TAXES | 7. INCOME TAXES The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2014. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Included in the balance at December 31, 2017 and 2016, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2017 and 2016, the Company did not recognize interest and penalties. At December 31, 2017, the Company had net operating loss carry-forwards of approximately $32,321,460, which expire at dates that have not been determined. No tax benefit has been reported in the December 31, 2017 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax income from continuing operations for the years ended December 31, 2017 and 2016 due to the following: 2017 2016 Book loss $ (2,092,700 ) $ (1,658,300 ) Tax to book differences for deductible expenses 14,740 (16,300 ) Tax non deductible expenses 1,646,400 919,200 Valuation Allowance 431,560 755,400 Income tax expense $ - $ - Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax liabilities consist of the following components as of December 31, 2017 2016 Deferred tax assets: NOL carryover $ 9,373,200 $ 12,465,500 Other carryovers 397,000 379,100 Deferred tax liabilities: Depreciation 5,800 (9,800 ) Less Valuation Allowance (9,776,000 ) (12,834,800 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities, we have recorded a provisional decrease of $3,558,200, with a corresponding net adjustment to valuation allowance of $3,558,200 as of December 31, 2017. |
Foreign Subsidiary
Foreign Subsidiary | 12 Months Ended |
Dec. 31, 2017 | |
Foreign Subsidiary [Abstract] | |
FOREIGN SUBSIDIARY | 8. FOREIGN SUBSIDIARY On December 31, 2014, the Company formed a wholly owned subsidiary, OriginClear Technologies Limited (OCT), in Hong Kong, China. The Company granted OCT a master license for the People’s Republic of China. In turn, OCT is expected to license regional joint ventures for water treatment. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Operating Lease The Company holds an agreement for office space located in Los Angeles, California. The initial term was from May 1, 2016 to July 31, 2016 and the term has automatically renewed for successive periods and will continue until terminated in accordance with the agreement. Operating Lease – Related Party The Company holds a month-to-month lease agreement with a shareholder of the Company for office space in McKinney, Texas at a base rent of $4,850 per month. Warranty Reserve Generally, a PWT project is guaranteed against defects in material and workmanship for one year from the date of completion, while certain areas of construction and materials may have guarantees extending beyond one year. The Company has various insurance policies relating to the guarantee of completed work, which in the opinion of management will adequately cover any potential claims. A warranty reserve has been provided under PWT based on the opinion of management and based on Company history in the amount of $20,000 for the year ending December 31, 2017. Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not party to any such legal proceedings that believes will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Concentrations [Abstract] | |
CONCENTRATIONS | 10. CONCENTRATIONS Major Customers PWT had four major customers for the year ended December 31, 2017. The customers represented 54.5% of billings for the year ending December 31, 2017. The contract receivable balance for the customers was $98,038 at December 31, 2017. PWT had three major customers for the year ended December 31, 2016. The customers represented 58.74% of billings for the year ended December 31, 2016. The contract receivable balance for the customers was $172,589 at December 31, 2016. Major Suppliers PWT had five major vendors for the . The vendors represented 40.59% of total expenses in the year ending December 31, 2017. The accounts payable balance due to the vendors was $63,886 at December 31, 2017. Management believes no risk is present with the vendors due to other suppliers being readily available. PWT had four major vendors for the . The vendors represented 59.79% of total expenses in the year ending December 31, 2016. The accounts payable balance due to the vendors was $38,554 at December 31, 2016. Management believes no risk is present with the vendors due to other suppliers being readily available. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. 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: In connection with certain one-time make good agreements, between January 16, 2018 and March 30, 2018, the Company issued an aggregate of 8,267,633 shares of its common stock to certain holders of its common stock. Between January 16, 2018 and March 30, 2018, the Company issued to consultants an aggregate of 6,988,421 shares of the Company’s common stock in lieu of cash considerations. Between January 23, 2018 and February 27, 2018, holders of convertible notes, known in our filings as “Convertible Promissory Notes” converted an aggregate outstanding principal amount of $50,000, plus unpaid interest of $16,980 into an aggregate of 7,442,162 shares of the Company’s common stock. On February 20, 2018, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold and issued an unsecured convertible promissory note (the “Feb 20 Note”), in the aggregate principal face amount of $53,000. The Feb 20 Note matures 12 months from the date of issuance and bears interest at a rate of 10% per annum. The Feb 20 Note may be converted into shares of the Company’s common stock at a price per share equal to 39% of the lowest trade price of the Company’s common stock recorded during the ten prior trading days from receipt of the conversion notice (subject to adjustment for stock splits, dividends, combinations and other similar transactions). In addition, while this Feb 20 Note is outstanding and to the extent the Company grants any other party a more favorable note with a face value equal to or less than the face value of this Feb 20 Note, at the Feb 20 Note holder’s option, the terms of the Feb 20 Note shall adjust to match that more favorable note including the conversion price, if applicable. On February 23, 2018, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold and issued an unsecured convertible promissory note (the “Feb 23 Note”), in the aggregate principal face amount of $78,750. The Feb 23 Note matures 12 months from the date of issuance and bears interest at a rate of 10% per annum. The Feb 23 Note may be converted into shares of the Company’s common stock at a price per share equal to the lessor of (i) $0.03 or (ii) 50% of the lowest trade price of the Company’s common stock recorded during the twenty prior trading days from receipt of the conversion notice (subject to adjustment for stock splits, dividends, combinations and other similar transactions). In addition, while this Feb 23 Note is outstanding and to the extent the Company grants any other party a more favorable note with a face value equal to or less than the face value of this Feb 23 Note, the conversion price terms of the Feb 23 Note shall adjust to match that more favorable conversion price. On April 4, 2018, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold and issued an unsecured convertible promissory note (the “Apr 4 Note”), in the aggregate principal face amount of $150,000. The Apr 4 Note matures 12 months from the date of issuance and bears interest at a rate of 10% per annum. The Apr 4 Note may be converted into shares of the Company’s common stock at a price per share equal to 50% of the lowest trade price of the Company’s common stock recorded during the twenty five prior trading days from receipt of the conversion notice (subject to adjustment for stock splits, dividends, combinations and other similar transactions). In addition, while this Apr 4 Note is outstanding and to the extent the Company grants any other party a more favorable note with a face value equal to or less than the face value of this Apr 4 Note, the conversion price terms of the Apr 4 Note shall adjust to match that more favorable conversion price. On April 13, 2018, the Company issued to two members of the Board of Directors an aggregate of 400,000 shares of the Company’s common stock for services in lieu of cash consideration. On April 13, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to effectuate an increase to the number of authorized shares of common stock of the Company to 2,000,000,000 from 900,000,000 and increased the number of authorized shares of all series of its preferred stock to 550,000,000 from 750,000. As a result of the increase of authorized shares of its common and preferred stock, the aggregate number of the Company’s authorized shares is 2,550,000,000. On April 13, 2018, the Company filed a Certificate of Designation for its Series D Convertible Preferred Stock with the Secretary of State of Nevada designating 400,000,000 shares of its authorized preferred stock as Series D Preferred Stock. The shares of Series D Preferred Stock have a par value of $0.0001 per share, do not have a dividend rate or liquidation preference and do not carry any voting rights. Each share of Series D Preferred Stock is convertible into one share of common stock. On April 13, 2018, the Company filed a Certificate of Designation for its Series D-1 Convertible Preferred Stock with the Secretary of State of Nevada designating 50,000,000 shares of its authorized preferred stock as Series D-1 Preferred Stock. The shares of Series D-1 Preferred Stock have a par value of $0.0001 per share, do not have a dividend rate or liquidation preference and do not carry any voting rights. Each share of Series D-1 Preferred Stock is convertible into one share of common stock. On April 13, 2018, the Company began offering in a private placement (the “Offering”), units (“Units”), each Unit consisting of one share of Series D Preferred Stock, and one right to purchase future digital coins, or certain other securities, issued by the Company or WaterChain, Inc., our wholly owned subsidiary (a “Coin Purchase Right” or “CPR”). The Company is offering up to a maximum of 50,000,000 Units at a purchase price of $0.02 per Unit for an aggregate offering amount of $1,000,000, provided, that the Company may increase the Offering amount to $2,000,000 at its sole discretion. On April 13, 2018, we entered into a subscription agreement with a certain accredited investor pursuant to which we agreed to sell 5,000,000 Units of the Company’s securities for an aggregate purchase price of $100,000. |
Summary of Significant Accoun18
Summary of Significant Accounting Polices (Policies) | 12 Months Ended |
Dec. 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 Technologies, Ltd (formerly OriginClear HK, Ltd). All material intercompany transactions have been eliminated upon consolidation of these entities. |
Cash and Cash Equivalent | Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of the 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, derivatives, revenue recognition, intangibles, allowance for doubtful accounts, and common stock issued for services, among other items. Actual results could differ from these estimates. |
Concentration Risk | Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2017, the cash balance in excess of the FDIC limits was $7,634 and $18,821 in foreign (Hong Kong) bank account which is not federally insured. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Loss per Share Calculations | Loss per Share Calculations Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include s that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2017 and 2016, respectively, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. For the Years Ended 2017 2016 (Loss) to common shareholders (Numerator) $ (5,231,805 ) $ (4,145,830 ) Basic and diluted weighted average number of common shares outstanding denominator 53,303,847 12,470,715 The Company has excluded 3,697,495 stock options, 53,562,961 warrants, and the shares issuable from convertible debt of $3,818,068 and shares issuable from convertible preferred stock for the year ended December 31, 2017, because their impact on the loss per share is anti-dilutive. The Company has excluded 3,697,495 stock options, 506,026 warrants, and the shares issuable from convertible debt of $4,152,068 and shares issuable from convertible preferred stock for the year ended December 31, 2016, because their impact on the loss per share is anti-dilutive. |
Work-in-Process | Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. |
Revenue Recognition | Revenue Recognition Equipment sales We recognize revenue upon delivery of equipment, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the equipment is transferred to the customer once the last payment is received. We record revenue as goods are shipped, and the equipment has been fully accepted by the customer. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have a purchase agreement signed by the customer with a payment arrangement. Percentage of completion Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35 – “ Accounting for Performance of Construction-Type and Certain Production Type Contracts”. 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 years ending December 31, 2017 and 2016, were $88,589 and $47,612, respectively. The billing in excess of cost for the years ending December 31, 2017 and 2016, was $154,048 and $0, 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 $6,996 and $50,000 as of December 31, 2017 and 2016, respectively. The net contract receivable balance was $490,441 and $382,895 at December 31, 2017 and 2016, respectively. |
Indefinite Lived Intangibles and Goodwill Assets | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2017 and 2016, and determined there was impairment of goodwill of 682,145 as of December 31, 2017. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were $197,119 and $502,209 for the years ended December 31, 2017 and 2016, respectively. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $163,332 and $189,429 for the years ended December 31, 2017 and 2016, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-6 years Leasehold improvements 2-5 years Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattace option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 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 December 31, 2017 and 2016. Total (Level 2) (Level 2) (Level 3) Derivative Liability, December 31, 2017 $ 5,531,183 $ - $ - $ 5,531,183 Derivative Liability, December 31, 2016 $ 8,702,083 $ - $ - $ 8,702,083 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, 2016 $ 9,317,475 Fair Value of derivative liabilities issued 1,122,762 Loss on conversion of debt and change in derivative liability (1,738,154 ) Balance as of December 31, 2016 $ 8,702,083 Fair Value of derivative liabilities issued 53,551 Gain on conversion of debt and change in derivative liability (3,224,451 ) Balance as of December 31, 2017 5,531,183 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: 12/31/2017 12/31/2016 Risk free interest rate 1.55% - 1.98% .01% - 1.02% Stock volatility factor 87.0% - 95.0% 4.72% - 189.09% Weighted average expected option life 6 months - 5 years 6 months - 5 years Expected dividend yield None None |
Segment Reporting | Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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. The Company is currently 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 May 2017, FASB issued accounting standards update ASU-2017-09, “Compensation-Stock Compensation” (Topic 718) –Modification Accounting”, to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period for public entities for reporting periods for which financial statements have not yet been issued, and all other entities for reporting periods for which financial statements have not yet been made available for issuance. The Company is currently evaluating the impact of the adoption of ASU 2017-09 on the Company’s financial statements beginning January 1, 2018. In August 2017, FASB issued accounting standards update ASU-2017-12, “D” (Topic 815) – “Targeted Improvements to Accounting for Hedging Activities”, to require an entity to present the earnings effect of the hedging instrument in the same statement line item in which the earnings effect of the hedged item is reported. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods with the fiscal years beginning after December 15, 2020. Early adoption is permitted in any interim period after issuance of the update. The Company is currently evaluating the impact of the adoption of ASU 2017-12 on the Company’s financial statements. Management reviewed currently issued pronouncements during the year ended December 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 Accoun19
Summary of Significant Accounting Polices (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Polices [Abstract] | |
Schedule of loss per share anti-dilutive effect | For the Years Ended 2017 2016 (Loss) to common shareholders (Numerator) $ (5,231,805 ) $ (4,145,830 ) Basic and diluted weighted average number of common shares outstanding denominator 53,303,847 12,470,715 |
Schedule of estimated useful life | Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-6 years Leasehold improvements 2-5 years |
Schedule of fair value of financial instruments | Total (Level 2) (Level 2) (Level 3) Derivative Liability, December 31, 2017 $ 5,531,183 $ - $ - $ 5,531,183 Derivative Liability, December 31, 2016 $ 8,702,083 $ - $ - $ 8,702,083 |
Schedule of reconciliation of the derivative liability for which Level 3 inputs | Balance as of January 1, 2016 $ 9,317,475 Fair Value of derivative liabilites issued 1,122,762 Loss on conversion of debt and change in derivative liability (1,738,154 ) Balance as of December 31, 2016 $ 8,702,083 Fair Value of derivative liabilites issued 53,551 Gain on conversion of debt and change in derivative liability (3,224,451 ) Balance as of December 31, 2017 5,531,183 |
Schedule of fair market value of derivative liability | 12/31/2017 12/31/2016 Risk free interest rate 1.55% - 1.98% .01% - 1.02% Stock volatility factor 87.0% - 95.0% 4.72% - 189.09% Weighted average expected option life 6 months - 5 years 6 months - 5 years Expected dividend yield None None |
Property & Equipment (Tables)
Property & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property & Equipment [Abstract] | |
Summary of property and equipment | 2017 2016 Machinery & equipment $ 136,188 164904 Furniture & fixtures 27,452 27,452 Computer equipment 54,769 53,594 Vehicles 64,277 31,358 Capitalized assets 36,139 - Leasehold improvements 26,725 26,725 345,551 304,281 Less accumulated depreciation and amortization (194,923 ) (142,369 ) $ 150,628 161,912 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Promissory Notes [Abstract] | |
Schedule of outstanding convertible promissory notes | Convertible Promissory Notes, net of debt discount $ 3,577,931 Less current portion 766,931 Total long-term liabilities $ 2,811,000 |
Summary of maturities of long-term debt | Year Ending December 31, Amount 2019 871,000 2020 1,815,000 2021 125,000 $ 2,811,000 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Options and Warrants [Abstract] | |
Schedule of company's stock option activity and related information | December 31, 2017 December 31, 2016 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning of year 3,697,495 $ 1.505 3,411,561 $ 1.750 Granted - $ - 471,429 $ 0.315 Exercised - $ - - $ - Forfeited/Expired - $ - (185,495 ) $ 2.450 Outstanding, end of year 3,697,495 $ 1.505 3,697,495 $ 1.505 Exercisable at the end of year 2,682,644 $ 1.028 2,625,147 $ 1.715 Weighted average fair value of options granted during the year $ - $ 0.315 |
Schedule of weighted average remaining contractual life of options outstanding issued under the 2009 Plan, 2013 Plan, and 2015 Plan | December 31, 2017 December 31, 2016 Weighted Weighted Average Average Stock Stock Remaining Stock Stock Remaining Exercisable Options Options Contractual Options Options Contractual Prices Outstanding Exercisable Life (years) Outstanding Exercisable Life (years) $ 6.65 - 31.15 52,276 50,401 4.59 - 6.77 52,276 46,472 5.59 - 7.77 $ 14.35 - 15.40 32,362 32,362 5.71 32,362 26,294 6.71 $ 1.31 3,612,857 2,599,881 2.77 - 3.80 3,612,857 2,552,381 3.77 - 4.80 3,697,495 2,682,644 3,697,495 2,625,147 |
Schedule of company's warrant activity and related information | December 31, 2017 December 31, 2016 Weighted Weighted Number average Number average of exercise of exercise Warrants price Warrants price Outstanding -beginning of year 506,026 $ 6.30 665,632 $ 7.35 Granted 53,090,625 $ 0.015 - $ - Exercised - $ - - $ - Forfeited (33,690 ) $ 23.93 (159,606 ) $ 5.60 Outstanding - end of year 53,562,961 $ 5.40 506,026 $ 6.30 |
Schedule of weighted average remaining contractual life of warrants outstanding | December 31, 2017 December 31, 2016 Weighted Weighted Average Average Remaining Remaining Exercisable Warrants Warrants Contractual Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) Outstanding Exercisable Life (years) $ 0.04 - 5.25 53,547,769 53,547,769 0.27 - 1.42 479,120 479,120 0.49 - 1.45 $ 8.75 - 9.10 12,334 12,334 0.25 - 0.72 24,048 24,048 0.32 - 1.72 $ 31.50 2,858 2,858 4.88 2,858 2,858 5.88 53,562,961 53,562,961 506,026 506,026 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of income tax provision | 2017 2016 Book loss $ (2,092,700 ) $ (1,658,300 ) Tax to book differences for deductible expenses 14,740 (16,300 ) Tax non deductible expenses 1,646,400 919,200 Valuation Allowance 431,560 755,400 Income tax expense $ - $ - |
Schedule of net deferred tax liabilities | 2017 2016 Deferred tax assets: NOL carryover $ 9,373,200 $ 12,465,500 Other carryovers 397,000 379,100 Deferred tax liabilities: Depreciation 5,800 (9,800 ) Less Valuation Allowance (9,776,000 ) (12,834,800 ) Net deferred tax asset $ - $ - |
Organization and Line of Busi24
Organization and Line of Business (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 01, 2015 | |
Organization and Line of Business (Textual) | ||||
Net loss | $ (5,231,805) | $ (4,145,830) | ||
Net cash used in operating activities | 1,765,621 | |||
Shareholders' deficit | (9,831,696) | (11,798,579) | $ (12,753,117) | |
Revenue | 3,355,632 | $ 5,071,095 | ||
Working capital deficiency | $ 7,194,220 | |||
Progressive Water Treatment, Inc. [Member] | ||||
Organization and Line of Business (Textual) | ||||
Percentage of stock issued and outstanding acquired | 100.00% |
Summary of Significant Accoun25
Summary of Significant Accounting Polices (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of loss per share anti-dilutive effect | ||
(Loss) to common shareholders (Numerator) | $ (5,231,805) | $ (4,145,830) |
Basic and diluted weighted average number of common shares outstanding denominator | 53,303,847 | 12,470,715 |
Summary of Significant Accoun26
Summary of Significant Accounting Polices (Details 1) | 12 Months Ended |
Dec. 31, 2017 | |
Machinery and equipment [Member] | Minimum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 5 years |
Machinery and equipment [Member] | Maximum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 10 years |
Vehicles [Member] | Minimum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 6 years |
Leasehold improvements [Member] | Minimum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 5 years |
Furniture, fixtures and computer equipment [Member] | Minimum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 5 years |
Furniture, fixtures and computer equipment [Member] | Maximum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 7 years |
Summary of Significant Accoun27
Summary of Significant Accounting Polices (Details 2) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of fair value of financial instruments | ||
Derivative Liability | $ 5,531,183 | $ 8,702,083 |
(Level 1) [Member] | ||
Schedule of fair value of financial instruments | ||
Derivative Liability | ||
(Level 2) [Member] | ||
Schedule of fair value of financial instruments | ||
Derivative Liability | ||
(Level 3) [Member] | ||
Schedule of fair value of financial instruments | ||
Derivative Liability | $ 5,531,183 | $ 8,702,083 |
Summary of Significant Accoun28
Summary of Significant Accounting Polices (Details 3) - Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of reconciliation of the derivative liability for which Level 3 inputs | ||
Beginning balance | $ 8,702,083 | $ 9,317,475 |
Fair Value of derivative liabilities issued | 53,551 | 1,122,762 |
Loss on conversion of debt and change in derivative liability | (1,738,154) | |
Gain on conversion of debt and change in derivative liability | (3,224,451) | |
Ending balance | $ 5,531,183 | $ 8,702,083 |
Summary of Significant Accoun29
Summary of Significant Accounting Polices (Details 4) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of fair market value of derivative liability | ||
Expected dividend yield | ||
Minimum [Member] | ||
Schedule of fair market value of derivative liability | ||
Risk free interest rate | 1.55% | 0.01% |
Stock volatility factor | 87.00% | 4.72% |
Weighted average expected option life | 6 months | 6 months |
Maximum [Member] | ||
Schedule of fair market value of derivative liability | ||
Risk free interest rate | 1.98% | 1.02% |
Stock volatility factor | 95.00% | 189.09% |
Weighted average expected option life | 5 years | 5 years |
Summary of Significant Accoun30
Summary of Significant Accounting Polices (Details Textual) | 12 Months Ended | |
Dec. 31, 2017USD ($)Segmentsshares | Dec. 31, 2016USD ($)shares | |
Summary of Significant Accounting Policies (Textual) | ||
Federal deposit insurance amount | $ 7,634 | |
Allowance for doubtful accounts | 6,996 | $ 50,000 |
Net contract receivable | 490,441 | 382,895 |
Total research and development costs | 197,119 | 502,209 |
Advertising costs | 163,332 | 189,429 |
Cost in excess of billing | 88,589 | 47,612 |
Billing in excess of cost | $ 154,048 | |
Number of segment reporting | Segments | 1 | |
Convertible debt | $ 3,818,068 | 4,152,068 |
Goodwill impairment | $ 682,145 | |
Stock options [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 3,697,495 | 3,697,495 |
Warrants [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 472,335 | 506,026 |
Hong Kong bank [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Cash balance | $ 18,821 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of property and equipment | ||
Property and Equipment, Gross | $ 345,551 | $ 304,281 |
Less accumulated depreciation and amortization | (194,923) | (142,369) |
Property and Equipment, Net | 150,628 | 161,912 |
Machinery & equipment [Member] | ||
Summary of property and equipment | ||
Property and Equipment, Gross | 136,188 | 164,904 |
Furniture & fixtures [Member] | ||
Summary of property and equipment | ||
Property and Equipment, Gross | 27,452 | 27,452 |
Computer equipment [Member] | ||
Summary of property and equipment | ||
Property and Equipment, Gross | 54,769 | 53,594 |
Vehicles [Member] | ||
Summary of property and equipment | ||
Property and Equipment, Gross | 64,277 | 31,358 |
Capitalized assets [Member] | ||
Summary of property and equipment | ||
Property and Equipment, Gross | 36,139 | |
Leasehold improvements [Member] | ||
Summary of property and equipment | ||
Property and Equipment, Gross | $ 26,725 | $ 26,725 |
Property & Equipment (Details T
Property & Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property & Equipment (Textual) | ||
Depreciation and amortization expense | $ 52,554 | $ 45,478 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Apr. 07, 2017 | Mar. 14, 2017 | Oct. 01, 2015 | Mar. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Sep. 29, 2015 | Jul. 31, 2015 |
Capital Stock (Textual) | |||||||||
Preferred stock, shares authorized | 750,000 | 750,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Aggregate principal amount | $ 469,000 | $ 669,000 | |||||||
Interest amount | 130,364 | 110,666 | |||||||
Common stock issued at fair value for services and commitment fees | $ 3,875,479 | $ 2,455,241 | |||||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | |||||||
Common stock through private placement for cash | $ 1,654,741 | $ 1,140,717 | |||||||
Common stock issuance for settlement of accounts payable | 117,931 | $ 175,000 | |||||||
Fair value loss on settlement | 27,931 | ||||||||
Fair value loss | $ 861,739 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, shares issued | 1,000 | ||||||||
Preferred stock, shares outstanding | 1,000 | ||||||||
Cancel of Series A preferred stock | 1,000 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, shares authorized | 10,000 | ||||||||
Preferred stock, par value | $ 150 | $ 0.0001 | |||||||
Preferred stock, shares issued | 3,333 | 6,666 | |||||||
Preferred stock, shares outstanding | 3,333 | 6,666 | |||||||
Preferred stock conversion basis, description | The Company filed the Certificate of Designation for the Series B Preferred Stock with the Secretary of State of Nevada and Series B Shares were issued to the shareholders of Progressive Water Treatment, Inc. in connection with the share exchange agreement. One third (1/3) of the shares received by the holder may be converted into common stock beginning one (1) year after the first date on which a share of Series B Preferred Stock was issued (the "Original Issue Date); one third (1/3) may be converted beginning two (2) years after the original issue date; and the remaining one third (1/3) may be converted beginning three years after the original issue date. The number of shares of common stock issuable for each share of converted Series B Preferred Stock shall be calculated by dividing the stated value by the market price, the market price shall be the average of the closing trade prices of the twenty-five (25) days prior to the date of the conversion notice. On August 12, 2016, the agreement was amended to include make-good-shares. The conversion price is to 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. | ||||||||
Conversion price | $ 1.05 | ||||||||
Adjusted conversion price | $ 0.35 | ||||||||
Common stock annual increments, description | Company's common stock in three annual increments beginning 12 months from closing. | ||||||||
Series C Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Preferred stock, shares issued | 1,000 | ||||||||
Preferred stock, shares outstanding | 1,000 | ||||||||
Purchase price of the preferred stock | $ 0.10 | ||||||||
Total purchase price of the preferred stock, shares | 1,000 | ||||||||
New Series A Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
New Series A Preferred Stock [Member] | T. Riggs Eckelberry [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, shares issued | 1,000 | ||||||||
Common Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Conversion price | $ 1.05 | ||||||||
Stock upon conversion | 476,143 | ||||||||
Share price | $ 0.35 | ||||||||
Common stock for settlement of convertible promissory notes | 15,675,714 | 3,880,358 | |||||||
Common stock issued at fair value for services and commitment fees, shares | 49,366,591 | 6,519,794 | |||||||
Common stock issued at fair value for services and commitment fees | $ 4,936 | $ 651 | |||||||
Common stock, shares authorized | 300,000,000 | ||||||||
Common stock through private placement for cash, shares | 25,055,362 | 3,366,333 | |||||||
Common stock through private placement for cash | $ 2,506 | $ 337 | |||||||
Private placement price per share | $ 0.066 | $ 0.35 | |||||||
Common stock issuance for settlement of accounts payable | $ 89 | $ 54 | |||||||
Common stock issued for settlement of accounts payable, shares | 886,700 | 540,288 | |||||||
Reverse split of common stock ratio | 1 for 35 | ||||||||
Common Stock [Member] | Maximum [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Conversion price | $ 0.21 | $ 1.23 | |||||||
Common Stock [Member] | Minimum [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Conversion price | $ 0.031 | $ 0.34 | |||||||
Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Stock upon conversion | (3,333) | ||||||||
Conversion shares exchange to good shares | 952,572 | ||||||||
Common stock issued at fair value for services and commitment fees | |||||||||
Common stock through private placement for cash | |||||||||
Common stock issuance for settlement of accounts payable |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Outstanding convertible promissory notes | ||
Convertible Promissory Notes, net of debt discount | $ 3,577,931 | |
Less current portion | (766,931) | $ (1,935,233) |
Total long-term liabilities | $ 2,811,000 | $ 1,613,571 |
Convertible Promissory Notes 35
Convertible Promissory Notes (Details 1) | Dec. 31, 2017USD ($) |
Maturities of long-term debt | |
2,019 | $ 871,000 |
2,020 | 1,815,000 |
2,021 | 125,000 |
Total | $ 2,811,000 |
Convertible Promissory Notes 36
Convertible Promissory Notes (Details Textual) - USD ($) | Dec. 22, 2017 | Dec. 20, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Convertible Promissory Notes (Textual) | |||||
Convertible promissory notes | $ 3,818,068 | ||||
Debt discount | 240,137 | $ 591,835 | |||
Net balance | 3,577,931 | ||||
Fair value loss | 861,739 | ||||
Converted an aggregate principal amount | 1,461,103 | 779,665 | |||
Derivative liabilities | 5,531,183 | 8,702,083 | |||
Convertible Note [Member] | |||||
Convertible Promissory Notes (Textual) | |||||
Converted an aggregate principal amount | $ 90,000 | ||||
Number of shares converted into common stock | 886,700 | ||||
Remaining balance | 167,048 | $ 257,048 | |||
Recognized interest expense | $ 216,024 | ||||
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 | ||||
Fair value loss on settlement | $ 27,931 | ||||
Convertible Note [Member] | |||||
Convertible Promissory Notes (Textual) | |||||
Recognized interest expense | 187,906 | ||||
Convertible Promissory Notes [Member] | |||||
Convertible Promissory Notes (Textual) | |||||
Debt discount | $ 187,906 | ||||
Debt instrument interest rate | 10.00% | ||||
Converted an aggregate principal amount | $ 469,000 | ||||
Number of shares converted into common stock | 15,675,714 | ||||
Remaining balance | $ 1,486,000 | ||||
Accrued interest | $ 130,364 | ||||
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 price per share of debt, Description | 50% of the lowest trade price on any trade day following issuance of the Notes. | ||||
Conversion of accounts payable into a convertible note | $ 432,048 | ||||
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 | Jun. 30, 2018 | ||||
Conversion price of debt | $ 15.31 | ||||
Accrued interest | $ 13,334 | ||||
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 | $ 184,124 | ||||
Unsecured convertible notes [Member] | |||||
Convertible Promissory Notes (Textual) | |||||
Debt instrument interest rate | 10.00% | ||||
Debt instrument, maturity date | May 19, 2020 | ||||
Remaining balance | $ 1,325,000 | ||||
Recognized interest expense | $ 11,479 | ||||
Conversion price per share of debt, Description | 50% of the lowest trade price on any trade day following issuance of the Notes. | ||||
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 | ||||
Dec 20 Note [Member] | |||||
Convertible Promissory Notes (Textual) | |||||
Debt discount | $ 43,820 | ||||
Debt instrument interest rate | 10.00% | ||||
Debt instrument, maturity date | Dec. 20, 2018 | ||||
Converted an aggregate principal amount | $ 150,000 | ||||
Recognized interest expense | $ 1,108 | ||||
Conversion price per share of debt, Description | The Dec 20 Note may be converted into shares of the Company's common stock at a conversion price of the lesser of $0.03 per share or 50% of the lowest trade price during the twenty trading days immediately before the conversion. | ||||
Dec 22 Note [Member] | |||||
Convertible Promissory Notes (Textual) | |||||
Debt discount | $ 8,410 | ||||
Debt instrument interest rate | 10.00% | ||||
Debt instrument, maturity date | Dec. 22, 2018 | ||||
Converted an aggregate principal amount | $ 75,000 | ||||
Recognized interest expense | $ 213 | ||||
Conversion price per share of debt, Description | The Dec 22 Note may be converted into shares of the Company's common stock at a conversion price of the lesser of $0.05 per share or 50% of the lowest trade price during the twenty trading days upon default of the prepayment date. |
Options and Warrants (Details)
Options and Warrants (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding, beginning of year | 3,697,495 | 3,411,561 |
Number of Options, Granted | 471,429 | |
Number of Options, Exercised | ||
Number of Options, Forfeited/Expired | (185,495) | |
Number of Options, Outstanding, end of year | 3,697,495 | 3,697,495 |
Number of Options, Exercisable at the end of year | 2,682,644 | 2,625,147 |
Weighted average exercise price, Outstanding, beginning of year | $ 1.505 | $ 1.750 |
Weighted average exercise price, Granted | 0.315 | |
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Forfeited/Expired | 2.450 | |
Weighted average exercise price, Outstanding, end of year | 1.505 | 1.505 |
Weighted average exercise price, Exercisable at the end of year | 1.028 | 1.715 |
Weighted average fair value of options granted during the year | $ 0.315 |
Options and Warrants (Details 1
Options and Warrants (Details 1) - Stock Options [Member] - 2009 Plan, 2013 Plan, and 2015 Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock Options Outstanding | 3,697,495 | 3,697,495 |
Stock Options Exercisable | 2,682,644 | 2,625,147 |
6.65 - 31.15 [Member] | ||
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercisable Prices, Range Minimum | $ 6.65 | $ 6.65 |
Exercisable Prices, Range Maximum | $ 31.15 | $ 31.15 |
Stock Options Outstanding | 52,276 | 52,276 |
Stock Options Exercisable | 50,401 | 46,472 |
6.65 - 31.15 [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 months 2 days | 5 years 7 months 2 days |
6.65 - 31.15 [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 9 months 7 days | 7 years 9 months 7 days |
14.35 - 15.40 [Member] | ||
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercisable Prices, Range Minimum | $ 14.35 | $ 14.35 |
Exercisable Prices, Range Maximum | $ 15.40 | $ 15.40 |
Stock Options Outstanding | 32,362 | 32,362 |
Stock Options Exercisable | 32,362 | 26,294 |
Weighted Average Remaining Contractual Life (years) | 5 years 8 months 16 days | 6 years 8 months 16 days |
1.31 [Member] | ||
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock Options Outstanding | 3,612,857 | 3,612,857 |
Stock Options Exercisable | 2,599,881 | 2,552,381 |
Exercisable Prices | $ 1.31 | $ 1.31 |
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) | 2 years 9 months 7 days | 3 years 9 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) | 3 years 9 months 18 days | 4 years 9 months 18 days |
Options and Warrants (Details 2
Options and Warrants (Details 2) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants, Outstanding -beginning of year | 506,026 | 665,632 |
Number of Warrants, Granted | 53,090,625 | |
Number of Warrants, Exercised | ||
Number of Warrants, Forfeited | (33,690) | (159,606) |
Number of Warrants, Outstanding - end of year | 53,562,961 | 506,026 |
Weighted average exercise price, Outstanding - beginning of year | $ 6.30 | $ 7.35 |
Weighted average exercise price, Granted | 0.015 | |
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Forfeited | 23.93 | 5.60 |
Weighted average exercise price, Outstanding - end of year | $ 5.40 | $ 6.30 |
Options and Warrants (Details 3
Options and Warrants (Details 3) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Warrants Outstanding | 53,562,961 | 506,026 |
Warrants Exercisable | 53,562,961 | 506,026 |
0.08 - 5.25 [Member] | ||
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercisable Prices, Range Minimum | $ 0.04 | $ 0.04 |
Exercisable Prices, Range Maximum | $ 5.25 | $ 5.25 |
Warrants Outstanding | 53,547,769 | 479,120 |
Warrants Exercisable | 53,547,769 | 479,120 |
0.08 - 5.25 [Member] | Minimum [Member] | ||
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 3 months 8 days | 5 months 27 days |
0.08 - 5.25 [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 5 months 1 day | 1 year 5 months 12 days |
8.75 - 9.10 [Member] | ||
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercisable Prices, Range Minimum | $ 8.75 | $ 8.75 |
Exercisable Prices, Range Maximum | $ 9.10 | $ 9.10 |
Warrants Outstanding | 12,334 | 24,048 |
Warrants Exercisable | 12,334 | 24,048 |
8.75 - 9.10 [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 30 days | 3 months 26 days |
8.75 - 9.10 [Member] | Maximum [Member] | ||
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 8 months 19 days | 1 year 8 months 19 days |
31.50 [Member] | ||
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 4 years 10 months 17 days | 5 years 10 months 17 days |
Exercisable Prices | $ 31.50 | $ 31.50 |
Warrants Outstanding | 2,858 | 2,858 |
Warrants Exercisable | 2,858 | 2,858 |
Options and Warrants (Details T
Options and Warrants (Details Textual) - USD ($) | Aug. 10, 2016 | May 12, 2016 | Jun. 14, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 02, 2015 | Sep. 29, 2015 | May 25, 2012 |
Options and Warrants (Textual) | ||||||||
Stock based compensation | $ 89,476 | $ 533,009 | ||||||
Aggregate intrinsic value of the warrants outstanding | $ 0 | |||||||
Warrant [Member] | ||||||||
Options and Warrants (Textual) | ||||||||
Number of warrants, issued | 53,090,625 | |||||||
Chief Executive Officer [Member] | Restricted Stock Grant Agreement ("RSGA") [Member] | ||||||||
Options and Warrants (Textual) | ||||||||
Aggregate shares issued | 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. | ||||||
Employees [Member] | ||||||||
Options and Warrants (Textual) | ||||||||
Stock options mature | Mar. 29, 2021 | |||||||
Stock options prices | $ 0.29 | |||||||
Employees [Member] | Restricted Stock Grant Agreement ("RSGA") [Member] | ||||||||
Options and Warrants (Textual) | ||||||||
Aggregate shares issued | 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 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. | ||||||
Employees One [Member] | Restricted Stock Grant Agreement ("RSGA") [Member] | ||||||||
Options and Warrants (Textual) | ||||||||
Aggregate shares issued | 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. | |||||||
Consultants [Member] | ||||||||
Options and Warrants (Textual) | ||||||||
Stock options mature | Oct. 17, 2021 | |||||||
Stock options prices | $ 1.31 | |||||||
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. | |||||||
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | ||
Book loss | $ (2,092,700) | $ (1,658,300) |
Tax to book differences for deductible expenses | 14,740 | (16,300) |
Tax non deductible expenses | 1,646,400 | 919,200 |
Valuation Allowance | 431,560 | 755,400 |
Income tax expense |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
NOL carryover | $ 9,373,200 | $ 12,465,500 |
Other carryovers | 397,000 | 379,100 |
Deferred tax liabilities: | ||
Depreciation | 5,800 | (9,800) |
Less Valuation Allowance | (9,776,000) | (12,834,800) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Taxes (Textual) | |
Net operating loss carry-forwards | $ 32,321,460 |
U.S. federal corporate income tax rate | 21.00% |
Provisional decrease | $ 3,558,200 |
Valuation allowance | $ 3,558,200 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies (Textual) | ||
Warrant reserve | $ 20,000 | $ 20,000 |
McKinney [Member] | ||
Commitments and Contingencies (Textual) | ||
Base rent | $ 4,850 | |
Lease expiration date | Jul. 31, 2016 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)CustomersVendors | Dec. 31, 2016USD ($)CustomersVendors | |
Customers [Member] | ||
Concentrations (Textual) | ||
Contract receivable | $ 98,038 | $ 172,589 |
Percentage of billings | 54.50% | 58.74% |
Number of customers | Customers | 4 | 3 |
Vendors [Member] | ||
Concentrations (Textual) | ||
Accounts payable | $ 63,886 | $ 38,554 |
Percentage of total expenses | 40.59% | 59.79% |
Number of vendors | Vendors | 5 | 4 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 13, 2018 | Apr. 04, 2018 | Feb. 23, 2018 | Feb. 20, 2018 | Feb. 27, 2018 | Mar. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Events (Textual) | ||||||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares authorized | 750,000 | 750,000 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Aggregate shares issued | 5,000,000 | 7,442,162 | ||||||
Aggregate purchase price | $ 100,000 | |||||||
Common stock shares authorized prior to amendment | 2,000,000,000 | |||||||
Preferred stock shares authorized prior to amendment | 550,000,000 | |||||||
Offering, description | The Company is offering up to a maximum of 50,000,000 Units at a purchase price of $0.02 per Unit for an aggregate offering amount of $1,000,000, provided, that the Company may increase the Offering amount to $2,000,000 at its sole discretion. | |||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Preferred stock, par value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 400,000,000 | |||||||
Subsequent Event [Member] | Series D-1 Preferred Stock [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Preferred stock, par value | $ 0.0001 | |||||||
Preferred stock, shares authorized | 50,000,000 | |||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Issue of common stock for services | 400,000 | |||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Aggregate outstanding principal amount | $ 50,000 | |||||||
Issue of common stock on conversion | 8,267,633 | |||||||
Unpaid interest | $ 16,980 | |||||||
Subsequent Event [Member] | Accredited investor [Member] | Feb 20 Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Aggregate principal face amount | $ 53,000 | |||||||
Debt instrument interest rate | 10.00% | |||||||
Note maturity, term | 12 months | |||||||
Debt instrument, description | The Feb 20 Note may be converted into shares of the Company's common stock at a price per share equal to 39% of the lowest trade price of the Company's common stock recorded during the ten prior trading days from receipt of the conversion notice (subject to adjustment for stock splits, dividends, combinations and other similar transactions). | |||||||
Subsequent Event [Member] | Accredited investor [Member] | Feb 23 Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Aggregate principal face amount | $ 78,750 | |||||||
Debt instrument interest rate | 10.00% | |||||||
Note maturity, term | 12 months | |||||||
Debt instrument, description | The Feb 23 Note may be converted into shares of the Company's common stock at a price per share equal to the lessor of (i) $0.03 or (ii) 50% of the lowest trade price of the Company's common stock recorded during the twenty prior trading days from receipt of the conversion notice (subject to adjustment for stock splits, dividends, combinations and other similar transactions). | |||||||
Subsequent Event [Member] | Accredited investor [Member] | Apr 4 Note [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Aggregate principal face amount | $ 150,000 | |||||||
Debt instrument interest rate | 10.00% | |||||||
Note maturity, term | 12 months | |||||||
Debt instrument, description | The Apr 4 Note may be converted into shares of the Company's common stock at a price per share equal to 50% of the lowest trade price of the Company's common stock recorded during the twenty five prior trading days from receipt of the conversion notice (subject to adjustment for stock splits, dividends, combinations and other similar transactions). | |||||||
Subsequent Event [Member] | Consultants [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Aggregate shares issued | 6,988,421 |