Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 23, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ORIGINCLEAR, INC. | ||
Entity Central Index Key | 0001419793 | ||
Trading Symbol | OCLN | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,133,705 | ||
Entity Common Stock, Shares Outstanding | 2,879,554,745 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 609,144 | $ 439,822 |
Contracts receivable, less allowance for doubtful accounts of $6,996 and $6,996 respectively | 309,223 | 490,441 |
Inventory | 13,736 | 13,614 |
Contract assets | 111,001 | 88,589 |
Convertible note receivable | 84,900 | |
Work in progress | 84,157 | |
Prepaid expenses | 46,584 | 61,607 |
TOTAL CURRENT ASSETS | 1,174,588 | 1,178,230 |
NET PROPERTY AND EQUIPMENT | 154,250 | 150,628 |
OTHER ASSETS | ||
Fair value investment-securities | 22,800 | |
Other asset | 19,538 | |
Trademark | 4,467 | 4,467 |
Security deposit | 3,500 | 3,500 |
TOTAL OTHER ASSETS | 30,767 | 27,505 |
TOTAL ASSETS | 1,359,605 | 1,356,363 |
Current Liabilities | ||
Accounts payable and other payable | 987,524 | 827,656 |
Accrued expenses | 1,152,982 | 932,092 |
Cumulative preferred stock dividends payable | 25,085 | |
Contract liabilities | 112,894 | 154,048 |
Capital lease, current portion | 9,088 | |
Customer deposit | 120,688 | 113,950 |
Warranty reserve | 20,000 | 20,000 |
Deferred income | 15,500 | |
Loans payable, truck | 11,090 | |
Loan payable, merchant cash advance, net of finance fees of $123,458 and $0 respectively | 473,507 | |
Loan payable, related party | 219,841 | |
Promissory note, current portion | 110 | |
Derivative liabilities | 9,360,204 | 5,531,183 |
Convertible promissory notes, net of discount of $146,005 and $240,137, respectively | 1,580,955 | 766,931 |
Total Current Liabilities | 14,062,878 | 8,372,450 |
Long Term Liabilities | ||
Capital lease, long term portion | 26,918 | |
Promissory note, long term portion | 74,867 | |
Loan payable, truck long term portion | 4,609 | |
Convertible promissory notes, net of discount of $0 and $0, respectively | 2,076,472 | 2,811,000 |
Total Long Term Liabilities | 2,178,257 | 2,815,609 |
Total Liabilities | 16,241,135 | 11,188,059 |
Series F 8% Convertible Preferred Stock, 1,743 and 0 issued and outstanding, redeemable value of $1,743,000 and $0, respectively | 1,743,000 | |
COMMITMENTS AND CONTINGENCIES (See Note 13) | ||
SHAREHOLDERS' DEFICIT | ||
Common stock, $0.0001 par value, 8,000,000,000 shares authorized 1,750,487,243 and 112,888,964 equity shares issued and outstanding, respectively | 175,049 | 11,289 |
Preferred treasury stock,1,000 and 1,000 shares outstanding, respectively | ||
Additional paid in capital | 63,004,472 | 58,618,560 |
Accumulated other comprehensive loss | (134) | (134) |
Accumulated deficit | (79,807,981) | (68,461,412) |
TOTAL SHAREHOLDERS' DEFICIT | (16,624,530) | (9,831,696) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 1,359,605 | 1,356,363 |
Series B Preferred stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | 1 | |
Series C Preferred stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | ||
Series D-1 Preferred Stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | 3,850 | |
Series E Preferred Stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | $ 214 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 6,996 | $ 6,996 |
Merchant cash advances, net of finance fees | 123,458 | 0 |
Net of discount current | 146,005 | 240,137 |
Net of discount non current | 0 | 0 |
Convertible preferred stock, redeemable value | $ 1,743,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 550,000,000 | 550,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 8,000,000,000 | 8,000,000,000 |
Common stock, shares issued | 1,750,487,243 | 112,888,964 |
Common stock, shares outstanding | 1,750,487,243 | 112,888,964 |
Preferred treasury stock, shares outstanding | 1,000 | 1,000 |
Series B Preferred stock | ||
Preferred stock, shares issued | 0 | 3,333 |
Preferred stock, shares outstanding | 0 | 3,333 |
Series C Preferred stock | ||
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series D-1 Preferred Stock | ||
Preferred stock, shares issued | 38,500,000 | 38,500,000 |
Preferred stock, shares outstanding | 38,500,000 | 38,500,000 |
Series E Preferred Stock | ||
Preferred stock, shares issued | 2,139,649 | 2,139,649 |
Preferred stock, shares outstanding | 2,139,649 | 2,139,649 |
Series F Preferred Stock [Member] | ||
Convertible preferred stock, share issued | 1,743 | 0 |
Convertible preferred stock, value issued | $ 1,743 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Sales | $ 4,637,698 | $ 3,355,632 |
Cost of Goods Sold | 3,484,018 | 2,705,771 |
Gross Profit | 1,153,680 | 649,861 |
Operating Expenses | ||
Selling and marketing expenses | 1,823,188 | 2,503,833 |
General and administrative expenses | 3,045,780 | 2,508,264 |
Research and development | 290,542 | 197,119 |
Goodwill impairment | 682,145 | |
Depreciation and amortization expense | 56,521 | 52,554 |
Total Operating Expenses | 5,216,031 | 5,943,915 |
Loss from Operations | (4,062,351) | (5,294,054) |
OTHER INCOME (EXPENSE) | ||
Other income | 34,900 | 744 |
Unrealized loss on investment securities | (7,200) | |
Realized gain on investment | (39,538) | |
Loss on sale of asset | (406) | |
Loss on settlement of payable | 35,776 | |
Commitment fee | (479,913) | (1,546,920) |
Loss on conversion of debt | (1,849,979) | (889,676) |
Gain on net change in derivative liability and conversion of debt | (3,261,137) | 3,224,457 |
Interest expense | (1,645,169) | (726,356) |
TOTAL OTHER (EXPENSE) INCOME | (7,284,218) | 62,249 |
NET LOSS | (11,346,569) | (5,231,805) |
PREFERRED STOCK DIVIDENDS | (27,017) | |
NET LOSS AVAILABLE TO SHAREHOLDERS | $ (11,373,586) | |
BASIC AND DILUTED LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS' | $ (0.03) | $ (0.10) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 446,668,160 | 53,303,847 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) | Preferred stock | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive loss | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2016 | $ 1 | $ 2,143 | $ 51,428,976 | $ (92) | $ (63,229,607) | $ (11,798,579) |
Beginning balance, shares at Dec. 31, 2016 | 7,666 | 21,428,454 | ||||
Common stock issuance for cash | $ 2,506 | 1,652,235 | 1,654,741 | |||
Common stock issuance for cash, shares | 25,055,362 | |||||
Common stock issuance for conversion of debt and accrued interest | $ 1,567 | 1,459,536 | 1,461,103 | |||
Common stock issuance for conversion of debt and accrued interest, shares | 15,675,714 | |||||
Common stock issuance for settlement of accounts payable | $ 89 | 117,842 | 117,931 | |||
Common stock issued for settlement of accounts payable, shares | 886,700 | |||||
Common stock issued at fair value for services | $ 4,936 | 3,870,543 | 3,875,479 | |||
Common stock issued at fair value for services, shares | 49,366,591 | |||||
Common stock issued for conversion of Series B Preferred stock | $ 48 | (48) | ||||
Common stock issued for conversion of Series B Preferred stock, shares | (3,333) | 476,143 | ||||
Preferred Series A purchased | ||||||
Preferred Series A purchased, shares | (1,000) | |||||
Preferred Series C issued | ||||||
Preferred Series C issued, shares | 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 | $ 1 | $ 11,289 | 58,618,560 | (134) | (68,461,412) | (9,831,696) |
Ending balance, shares at Dec. 31, 2017 | 4,333 | 112,888,964 | ||||
Common stock issuance for conversion of debt and accrued interest | $ 91,438 | 2,724,087 | 2,815,525 | |||
Common stock issuance for conversion of debt and accrued interest, shares | 914,376,002 | |||||
Common stock issuance for settlement of accounts payable | ||||||
Common stock issued at fair value for services | $ 25,986 | 1,181,247 | 1,207,233 | |||
Common stock issued at fair value for services, shares | 259,859,073 | |||||
Common stock issued thru a private placement for purchase of Series F Preferred stock | $ 43,181 | (43,181) | ||||
Common stock issued thru a private placement for purchase of Series F Preferred stock, shares | 431,812,575 | |||||
Common stock issued for conversion of Series B Preferred stock | $ (1) | $ 143 | (143) | |||
Common stock issued for conversion of Series B Preferred stock, shares | (3,333) | 1,428,429 | ||||
Series D Preferred stock issued thru a private placement | $ 1,581 | 278,419 | 280,000 | |||
Series D Preferred stock issued thru a private placement, shares | 15,805,554 | |||||
Series D Preferred stock converted to Series E Preferred stock | $ (1,581) | (278,419) | (280,000) | |||
Series D Preferred stock converted to Series E Preferred stock, shares | (15,805,554) | |||||
Series D-1 Preferred stock issued thru a private placement | $ 3,850 | (3,850) | ||||
Series D-1 Preferred stock issued thru a private placement, shares | 38,500,000 | |||||
Series E Preferred stock issued thru a private placement | $ 244 | 506,854 | 507,098 | |||
Series E Preferred stock issued thru a private placement, shares | 2,440,871 | |||||
Series E Preferred stock converted to common stock | $ (30) | $ 3,012 | (2,982) | |||
Series E Preferred stock converted to common stock | (301,222) | 30,122,200 | ||||
Stock compensation cost | 50,897 | 50,897 | ||||
Cumulative preferred stock dividend | (27,017) | |||||
Net loss | (11,346,569) | (11,346,569) | ||||
Ending balance at Dec. 31, 2018 | $ 4,064 | $ 175,049 | $ 63,004,472 | $ (134) | $ (79,807,981) | $ (16,624,530) |
Ending balance, shares at Dec. 31, 2018 | 40,640,649 | 1,750,487,243 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (11,346,569) | $ (5,231,805) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 56,521 | 52,555 |
Common stock and warrants issued for services | 1,207,233 | 3,875,479 |
Stock option and warrant compensation expense | 50,897 | 89,476 |
(Gain) Loss on net change in valuation of derivative liability | 3,261,137 | (3,224,457) |
Loss on conversion of debt | 1,849,979 | 889,676 |
Debt discount recognized as interest expense | 660,436 | 416,679 |
Loss on sale of asset | 406 | |
Net unrealized loss on fair value of security | 7,200 | |
Realized loss on investment | 39,538 | |
Exchange of investment for services | 80,000 | |
Loss on settlement of payable | 35,776 | |
Goodwill Impairment | 682,145 | |
Change in Assets (Increase) Decrease in: | ||
Contracts receivable | 151,218 | (107,546) |
Contract asset | (22,412) | (40,977) |
Inventory asset | (122) | (13,614) |
Prepaid expenses | 15,023 | (19,479) |
Work in progress | 84,157 | 1,928 |
Change in Liabilities Increase (Decrease) in: | ||
Accounts payable | 124,092 | 465,523 |
Accrued expenses | 317,894 | 229,242 |
Cumulative preferred stock dividends payable | 25,085 | |
Contract liabilities | (41,154) | 154,048 |
Customer deposit | 6,738 | |
Deferred income | (15,500) | 15,500 |
NET CASH USED IN OPERATING ACTIVITIES | (3,452,427) | (1,765,627) |
CASH FLOWS USED FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of asset | 2,000 | |
Purchase of securities | (100,000) | |
Convertible note receivable | (80,000) | |
Purchase of fixed assets | (17,109) | (41,270) |
CASH USED IN INVESTING ACTIVITIES | (195,109) | (41,270) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payoff of payable, truck | (15,699) | 15,699 |
Payments on capital lease | (9,434) | |
Loans payable, financing, net | 473,507 | |
Loan payable, related party, net | 219,841 | |
Promissory note payable | 74,977 | |
Payment of cumulative preferred stock dividends | (1,932) | |
Proceeds from convertible promissory notes | 825,500 | 225,000 |
Proceeds for issuance of common and preferred stock for cash | 2,250,098 | 1,654,741 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,816,858 | 1,895,440 |
Foreign currency effect on cash flow | (42) | |
NET INCREASE IN CASH | 169,322 | 88,501 |
CASH BEGINNING OF YEAR | 439,822 | 351,321 |
CASH END OF YEAR | 609,144 | 439,822 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 155,708 | 2,105 |
Taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||
Common stock issued at fair value for conversion of debt and accrued interest | 2,815,525 | 1,461,103 |
Common stock issued at fair value on settlement of accounts payable | 117,931 | |
Common stock issued at fair value for supplemental shares | 1,546,920 | |
Capital lease financing for purchase of assets | $ 45,440 |
Organization and Line of Busine
Organization and Line of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [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, 2018, 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. On July 19, 2018, the Company announced the launch of its Modular Water Treatment Division. MWS designs, manufactures and implements advanced prepackaged wastewater treatment, pump stations and custom systems with primary focus on decentralized opportunities away from the very competitive large municipal wastewater treatment plants. These decentralized opportunities include: rural communities, housing developments, industrial sites, schools and many more. 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, 2018, the Company did not generate significant revenue, incurred a net loss of $11,346,569 and used cash in operations of $3,452,427. As of December 31, 2018, the Company had a working capital deficiency of $12,888,290 and a shareholders’ deficit of $16,624,530. 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, 2018 expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the year ended December 31, 2018, the Company obtained funds from the issuance of convertible note agreements and from sales of its common stock. Management believes this funding will continue from its’ current investors and from new investors. The Company also generated revenue of $4,637,698 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, 2018 | |
Accounting Policies [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. 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. 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, 2018, the cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, warranty reserves, inventory valuation, derivative liabilities and other conversion features, fair value investments, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. 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, 2018 and 2017, 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 2018 2017 (Loss) to common shareholders (Numerator) $ (11,373,586 ) $ (5,231,805 ) Basic and diluted weighted average number of common shares outstanding denominator 446,668,160 53,303,847 The Company has excluded 250,912,025 warrants, shares issuable from convertible debt of $3,657,427 and shares issuable from convertible preferred stock for the year ended December 31, 2018, because their impact on the loss per share is anti-dilutive. 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. 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 We recognize revenue when services are performed, and at the time of shipment of products, 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. Revenues and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. 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 as of December 31, 2018 and 2017, respectively. The net contract receivable balance was $309,223 and $490,441 at December 31, 2018 and 2017, 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, 2018 and 2017, and determined there was no impairment of indefinite lived intangibles and goodwill. Research and Development Research and development costs are expensed as incurred. Total research and development costs were $290,542 and $197,119 for the years ended December 31, 2018 and 2017, respectively. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $103,489 and $103,791 for the years ended December 31, 2018 and 2017, respectively. Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. Depreciation expense during the year ended December 31, 2018 and 2017, respectively was $56,521 and $52,555. 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 lattice 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, 2018, 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, 2018 and 2017. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities $ 22,800 $ 22,800 $ - $ - Total Assets measured at fair value $ 22,800 $ 22,800 $ - $ - The following is a reconciliation of the fair value securities for which level 3 inputs were used in determining the approximate fair value: Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2018 $ 9,360,204 $ - $ - $ 9,360,204 Derivative Liability, December 31, 2017 $ 5,531,183 $ - $ - $ 5,531,183 The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value: Balance as of January 1, 2017 $ 8,702,083 Fair Value of derivative liabilities issued 53,551 Loss on conversion of debt and change in derivative liability (3,224,451 ) Balance as of December 31, 2017 5,531,183 Fair Value of derivative liabilities issued 567,884 Gain on conversion of debt and change in derivative liability 3,261,137 Balance as of December 31, 2018 $ 9,360,204 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: 12/31/2018 12/31/2017 Risk free interest rate 2.48% - 2.63% 1.55% - 1.98% Stock volatility factor 136.0% - 396.0% 87.0% - 95.0% 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. Marketable Securities The Company adopted ASU 2016-01, “Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purpose, and separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. It eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company has evaluated the potential impact this standard may have on the condensed consolidated financial statements and determined that it had a significant impact on the condensed consolidated financial statements. The Company accounts for its investment in Water Technologies International, Inc. as available-for-sale securities, and the unrealized gain on the available-for-sale securities is recognized in net income. Licensing agreement The Company analyzed the licensing agreement using ASU 606 to determine the timing of revenue recognition. The licensing of the intellectual property (IP) is distinct from the non-license goods or services and has significant standalone functionality that provides a benefit or value. The functionality will not change during the license period due to the licensor’s activities. Because the significant standalone functionality is delivered immediately, the revenue is generally recognized when the license is delivered. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 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. In June 2018, FASB issued accounting standards update ASU 2018-07, (Topic 505) – “Shared-Based Payment Arrangements with Nonemployees”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees will be aligned with the requirements for share-based payments granted to employees. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments will be fixed on the grant date, as defined in ASC 718, and will use the term nonemployee vesting period, rather than requisite service period. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including 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 within fiscal years beginning after December 15, 2020. Early adoption is permitted if financial statements have not yet been issued. The Company is currently evaluating the impact of the adoption of ASU 2018-07 on the Company’s financial statements. Management reviewed currently issued pronouncements and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
CAPITAL STOCK | 3. CAPITAL STOCK Preferred Stock Series B 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, 2018, 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 952,286 make good shares at a price of $0.35 per share. As of December 31, 2018, all shares of Series B were converted. Series C On March 14, 2017, the Board of Directors authorized the issuance of 1,000 shares of Series C preferred stock, par value $0.0001 per share, to T. Riggs Eckelberry in exchange for his continued employment with the Company. The purchase price of the Series C preferred stock was $0.0001 per share representing a total purchase price of $0.10 for 1,000 shares. As of December 31, 2018, there are 1,000 shares of Series C preferred stock outstanding. Series D On April 13, 2018, the Board adopted resolutions creating a series of shares of convertible preferred stock designated as 0% Series D preferred stock (the “Series D preferred stock”) with a par value of $0.0001. The shares of Series D preferred stock do not have a dividend rate or liquidation preference and do not carry any voting rights. The purchase price shall be $0.02 per unit for an aggregate investment amount of less than $50,000; $0.018 for an aggregate amount of $50,000 or greater, but less than $100,000; $0.016 for an aggregate amount of $100,000 or greater, but less than $250,000; $0.014 for an aggregate amount of $250,000 or greater. At no time may all or a portion of the Series D preferred stock be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time, which amount may be increased to 9.99% at the holders discretion. As of June 30, 2018, the Company issued 15,805,554 shares of Series D preferred stock through a private placement for a cash value of $280,000 at prices ranging $0.016 to $0.020. During the period ended September 30, 2018, the Series D shares were exchanged for 1,400,000 Series E preferred stock. As of December 31, 2018, there were no outstanding Series D preferred stock. Series D-1 On April 13, 2018, the Company filed a Certificate of Designation for its Series D-1 Convertible preferred stock (the “Series D-1 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. The shares of Series D-1 preferred stock do not have a dividend rate or liquidation preference. Each share of Series D-1 preferred stock is convertible into one share of common stock. The shares of Series D-1 preferred stock do not carry any voting rights. At no time may all or a portion of the Series D-1 preferred stock be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time, which amount may be increased to 9.99% at the holders discretion. The Company issued 38,500,000 preferred shares for services. As of December 31, 2018, there were 38,500,000 shares issued and outstanding. Series E On August 14, 2018, the Company filed a Certificate of Designation for its 0% Series E Convertible preferred stock (the “Series E preferred stock”) with the Secretary of State of Nevada designating 4,000,000 shares of its authorized preferred stock as Series E preferred stock, accompanied with one hundred (100) warrants each for the purchase of one (1) share of common stock. The shares of Series E preferred stock have a par value of $0.0001 per share. The shares of Series E preferred stock do not have a dividend rate or liquidation preference. Each share of Series E preferred stock is convertible into one share of common stock. The shares of Series E preferred stock do not carry any voting rights. At no time may all or a portion of the Series E preferred stock be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time, which amount may be increased to 9.99% at the holders discretion. On August 14, 2018, the Company sold 1,040,871 shares of Series E preferred stock for $227,098. Also, on August 14, 2018, the Series D shares were cancelled and exchanged for 1,400,000 shares of Series E, for a total aggregate of 2,440,871 shares of Series E preferred stock. On December 27, 2018, the Company issued 30,122,200 shares of common upon conversion from Series E to common shares. As of December 31, 2018, there were 2,139,649 shares issued and outstanding. Series F On August 14, 2018, the Company filed a Certificate of Designation for its Series F Convertible preferred stock (the “Series F preferred stock”) with the Secretary of State of Nevada designating $2,000,000 units, with each unit consisting of 100 shares of the Company’s Series F preferred stock. The shares of Series F preferred stock have a par value of $0.0001 per share. The shares of Series F preferred stock do not have a liquidation preference. Each share of Series F preferred stock is convertible into one share of common stock. The shares of Series F preferred stock do not carry any voting rights. The Company may, in its sole discretion, at any time while the Series F preferred stock is outstanding, redeem all or any portion of the outstanding Series preferred stock at a price equal to the stated value, plus any accrued but unpaid dividends. The Company may exercise such redemption right by providing a minimum of 5 days written notice of such redemption to the Holders. In the event the Company exercises such redemption right for less than all of the then-outstanding shares of Series F preferred stock, the Company shall redeem the outstanding shares of the Holders of a pro-rata basis. The Series F is mandatorily redeemable on September 1, 2020. At no time may all or a portion of the Series F preferred stock be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time, which amount may be increased to 9.99% at the holders discretion. As of December 31, 2018, the Company accrued dividends in the amount of $27,017. As of December 31, 2018, there were 1,743 shares of Series F preferred stock issued and outstanding. Common Stock On August 9, 2018, the Company and Board of Directors increased the aggregate number of authorized shares of common stock of the Corporation to 8,000,000,000 shares from 2,000,000,000 shares. Year ended December 31, 2018 The Company issued 914,376,002 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $840,138, plus interest in the amount of $125,409, with an aggregate fair value loss on conversion of debt in the amount of $1,849,979, based upon conversion prices of $0.0014 to $0.0329. The Company issued 259,859,073 shares of common stock for services at fair value of $1,207,232. The Company issued 431,812,575 shares of common stock through a private placement for purchase of Series F preferred stock. The Company issued 1,428,429 shares of common stock upon conversion of 3,333 Series B preferred stock. The Company issued 30,122,200 shares of common stock upon conversion of 301,222 Series E preferred stock. 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 at fair value of $3,875,479. |
Options and Warrants
Options and Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
OPTIONS AND WARRANTS | 4. OPTIONS AND WARRANTS Options The Board of Directors adopted Equity Incentive Stock Option Plans for the purposes of granting stock options to its employees and others providing services to the Company. The Options granted under these plans may be either incentive options or nonqualified options and shall be administered by the Company’s Board of Directors. During the year ended December 31, 2018, the Company entered into option cancellation agreements between the Company and option holders. The options were terminated in full effective December 26, 2018. A summary of the Company’s stock option activity and related information follows: December 31, 2018 December 31,2017 Weighted Weighted average average Number of exercise Number of exercise Options price Options price Outstanding, beginning of year 3,697,495 $ 1.51 3,697,495 $ 1.51 Granted - - - - Exercised - - - - Forfeited/Expired (3,697,495 ) $ 0.91 - $ 1.51 Outstanding, end of year - - 3,697,495 1.51 Exercisable at the end of the year - - 2,682,644 1.03 The weighted average remaining contractual life of options outstanding issued under the option plans as of December 31, 2018 and 2017 was as follows: December 31, 2018 December 31, 2017 Weighted Weighted Average Average Stock Stock Remaining Stock Stock Remaining Exercisable Options Options Contractual Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) Prices Outstanding Exercisable Life (years) - - - $ 6.65-31.15 52,276 50,401 4.59 - 6.77 - - - $ 14.35-15.40 32,362 32,362 5.71 - - - $ 1.31 3,612,857 2,599,881 2.77 - 3.80 - - 3,697,495 2,682,644 The Company recognized stock-based compensation expense in the financial statements of operations during the year ended December 31, 2018 and 2017 of $50,897 and $89,476. Restricted Stock to CEO On May 12, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with its Chief Executive Officer, Riggs Eckelberry, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance based shares and none have yet vested nor have any been issued. The RSGAs provides for the issuance of up to 1,714,286 shares of the Company’s common stock to the Employees provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 857,143 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization On August 10, 2016, the Company entered into a Restricted Stock Grant Agreement (“the August RSGA”) with its Chief Executive Officer, Riggs Eckelberry, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the August RSGA are performance based shares and none have yet vested nor have any been issued. The August RSGA provides for the issuance of up to 1,714,286 shares of the Company’s common stock to the CEO provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue up to 857,143 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), Restricted Stock to Employees and Consultants On May 12, 2016, the Company entered into a Restricted Stock Grant Agreement (“the First Employee RSGA”) with an employee, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the First Employee RSGA are performance based shares and none have yet vested nor have any been issued. The First Employee RSGA provides for the issuance of up to 857,143 shares of the Company’s common stock to the 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 years ended December 31, 2018 and 2017, no warrants were issued by the Company. A summary of the Company’s warrant activity and related information follows for the years ended December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Weighted Weighted Number average Number average of exercise of exercise Warrants price Warrants price Outstanding - beginning of year 53,562,961 $ 5.40 506,026 $ 6.30 Granted 244,087,101 $ - 53,090,625 $ - Exercised - $ - - $ - Forfeited (46,738,037 ) $ 0.09 (33,690 ) $ 23.93 Outstanding - end of year 250,912,025 $ 5.40 53,562,961 $ 5.40 At December 31, 2018 and 2017, the weighted average remaining contractual life of warrants outstanding: December 31, 2018 December 31, 2017 Weighted Weighted Average Average Remaining Remaining Exercisable Warrants Warrants Contractual Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) Outstanding Exercisable Life (years) $ 0.080 - - - 53,547,769 53,547,769 0.24 - 1.42 $ 0.012 6,824,924 6,824,924 0.42 12,334 12,334 0.07 - 1.47 $ 0.250 244,087,101 244,087,101 2.62 2,858 2,858 5.88 250,912,025 250,912,025 53,562,961 53,562,961 At December 31, 2018, the aggregate intrinsic value of the warrants outstanding was $0. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES As of December 31, 2018 and 2017, the outstanding convertible promissory notes are summarized as follows: Convertible Promissory Notes, net of debt discount $ 3,657,427 Less current portion 1,580,955 Total long-term liabilities $ 2,076,472 Maturities of long-term debt for the next five years are as follows: Year Ending December 31, Amount 2019 1,580,955 2020 1,815,000 2021 125,000 2022 - 2023 136,471 $ 3,657,427 At December 31, 2018, the $3,803,431 in convertible promissory notes has a remaining debt discount of $146,005, leaving a net balance of $3,657,427. On various dates from 2014 through May, 2015, the Company issued unsecured convertible promissory notes (the "2014-2015 Notes"), that matured on various dates and were extended sixty (60) months from the effective date of each Note. The 2014-2015 Notes bear interest at 10% per annum. The 2014-2015 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 2014-2015 Notes. In addition, for as long as the 2014-2015 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 2014-2015 Notes or such other convertible notes or a term was not similarly provided to the purchaser of the 2014-2015 Notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser's option, become part of the 2014-2015 Notes and such other convertible notes. The conversion feature of the 2014-2015 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the 2014-2015 Notes. During the year ended December 31, 2018, the Company issued 257,596,986 shares of common stock, upon conversion of $206,700 in principal, plus accrued interest of $79,245, with a fair value loss on settlement of $630,236. As of December 31, 2018, the 2014-2015 Notes had an aggregate remaining balance of $1,279,300. The unsecured convertible promissory notes (the "OID Notes") had an aggregate remaining balance of $184,124, plus accrued interest of $13,334. 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, which 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. During the year ended December 31, 2018, the Company issued 98,600,000 shares of common stock upon conversion of principal in the amount of $47,563, plus accrued interest of $6,667, with a fair value loss of $201,670. The remaining balance as of December 31, 2018, was $143,138 which includes interest of $6,667. The Company issued various, unsecured convertible promissory notes (the "2015-2016 Notes"), on various dates ending on May 19, 2016. The 2015-2016 Notes matured and were extended from the date of each tranche through maturity dates ending on May 19, 2020. The 2015-2016 Notes bear interest at 10% per annum. The 2015-2016 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 2015-2016 Notes. The conversion feature of the 2015-2016 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the 2015-2016 Notes. The remaining balance of the 2015-2016 Notes as of December 31, 2018, was $1,325,000. The Company issued a convertible note (the "Dec 2015 Note") in exchange for accounts payable in the amount of $432,048, which could be converted into shares of the Company's common stock after December 31, 2015. The Dec 2015 Note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. The Dec 2015 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 Dec 2015 Note and recognized as interest expense in the financial statements. On January 1, 2016, the Dec 2015 Note met the criteria of a derivative and was accounted for under ASC 815. The Dec 2015 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, 2018, the remaining balance on the Dec 2015 Note was $167,048. The Company issued a convertible note (the "Sep 2016 Note") in exchange for accounts payable in the amount of $430,896, which could be converted into shares of the Company's common stock after September 15, 2016. The Sep 2016 Note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. The Sep 2016 Note met the criteria of a derivative and was accounted for under ASC 815. The Sep 2016 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 Sep 2016 Note did not meet the criteria of a derivative at the date of the issuance, and was accounted for as a beneficial conversion feature, which was amortized over the life of the Sep 2016 Note and recognized as interest expense in the financial statements. The conversion feature of the Sep 2016 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion feature of the Sep 2016 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, 2018. As of December 31, 2018, the remaining balance on the Sep 2016 Note was $430,896. The Company issued an unsecured convertible promissory 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 $0.05 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. During the year ended the Company issued 117,677,432 shares of common stock, upon conversion of principal in the amount of $150,000, plus accrued interest of $10,149, with a fair value loss on settlement of $245,496. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $43,820 during the year ended December 31, 2018. As of December 31, 2018, the Dec 20 Note was fully converted. The Company issued an unsecured convertible promissory 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. During the year ended the Company issued 57,575,291 shares of common stock, upon conversion of principal in the amount of $5,044, with a fair value loss on settlement of $99,987. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $8,410 during the year ended December 31, 2018. As of December 31, 2018, the Dec 22 Note was fully converted. The Company issued various unsecured convertible promissory notes (the "Jan-Aug 2018 Notes"), in the aggregate amount of $293,000 on various dates from January 24, 2018 thru August 28, 2018. The Jan-Aug 2018 Notes matures on dates from January 24, 2018 thru August 28, 2019. The Jan-Aug 2018 Notes bear interest at 10% per annum. The Jan-Aug 2018 Notes may be converted into shares of the Company's common stock at a variable conversion price of 61% of the lowest one (1) trading day during the ten (10) trading days prior to conversion. The conversion feature of the Jan-Aug 2018 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Jan-Aug 2018 Notes. During the year ended the Company issued 147,383,053 shares of common stock, upon conversion of principal in the amount of $212,000, plus accrued interest of $10,600, with a fair value loss on settlement of $243,183. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $241,928 during the year ended December 31, 2018. As of December 31, 2018, the balance remaining on the Jan-Aug 2018 Notes was $81,000. The Company issued (2) unsecured convertible promissory notes (the "Feb 2018 Notes"), in the aggregate principal amount of $157,500 (each in the amount of $78,750) on February 23, 2018. The Feb 2018 Notes matures on February 23, 2019, and bear interest at 10% per annum. The first of the two Feb 2018 Notes shall be paid for by the Buyer. The second of the two Feb 2018 Notes shall initially be paid for by the issuance of an offsetting $78,750 secured note issued to the Company by the Buyer. The first of the two notes was funded with cash and the Company must agree to the funding of the second of the two Feb 2018 Notes, before it can be funded with cash. The second of the two Feb 2018 Notes is secured by assets of the Buyer having a fair market value of at least $78,750. The second of the Feb 2018 Notes was issued on August 23, 2018 in the amount of $78,750. The second of the Feb 2018 Notes may be converted into shares of the Company's common stock at a conversion price of $0.03 or 50% discount of the lowest trading price during the twenty (20) trading days prior to conversion. The conversion feature of the Feb 2018 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Feb 2018 Notes. During the year ended December 31, 2018, the Company issued 176,743,238 shares of common stock, upon conversion of principal in the amount of $116,950, plus accrued interest of $5,438, with a fair value loss on settlement of $373,896. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $71,159 during the year ended December 31, 2018. As of December 31, 2018, the balance remaining on the Feb 2018 Notes was $40,550. The Company issued various unsecured convertible promissory notes (the "Apr & May 2018 Notes"), in the aggregate amount of $300,000 on various dates of April 2, 2018 and May 31, 2018. The Apr & May 2018 Notes matures on dates of April 2, 2019 and May 31, 2019. The Apr & May 2018 Notes bear interest at 10% per annum. The Apr & May 2018 Notes may be converted into shares of the Company's common stock at a variable conversion price of 50% of the lesser of the lowest trading price twenty-five (25) trading days prior to conversion. The conversion feature of the Apr & May 2018 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, 2018, the Company issued 58,800,000 shares of common stock upon conversion of $31,835 in principal, plus accrued interest of $8,266, with a fair value loss on settlement of $55,600. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $107,080 during the year ended December 31, 2018. As of December 31, 2018, the remaining balance on the Apr & May 2018 Notes were $268,165. 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, 2018 was $9,360,204. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contracts with Customers [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6. REVENUE FROM CONTRACTS WITH CUSTOMERS Equipment Contracts Revenues and related costs on equipment contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. The following table represents a disaggregation of revenue by type of good or service from contracts with customers for the year ended December 31, 2018 and 2017. Years Ended December 31, 2018 2018 2017 Equipment Contracts $ 3,248,939 $ 1,811,708 Component Sales 1,187,507 1,300,784 Services Sales 125,645 243,140 Licensing Fees 75,607 - $ 4,637,698 $ 3,355,632 Contract assets represents revenues recognized in excess of amounts billed on contracts in progress. Contract liabilities 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 contract asset for the years ending December 31, 2018 and 2017, was $111,001 and $88,589, respectively. The contract liability for the years ended December 31, 2018 and 2017, was $112,894 and $154,048. During the year ended December 31, 2018, Progressive Water Treatment a wholly-owned subsidiary of OriginClear, Inc., acquired a new division, which offers a unique product line of prefabricated water treatment systems. The Company has contracted with Modern Water System to commercialize his inventions. |
Financial Assets
Financial Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
FINANCIAL ASSETS | 7. FINANCIAL ASSETS Convertible Note Receivable The Company purchased a 10% convertible note in the amount of $80,000, through a private placement with Water Technologies International, Inc (“WTII”). The Note is convertible into common stock of WTII at a price of 65% of the lowest trading price for the ten (10) trading days immediately prior to the conversion date. The conversion price shall not be lower than a price of $0.0001 per share. As of December 31, 2018, the note included principal of $80,000 plus accrued interest of $4,900. Fair value investment in Securities The Company purchased 10,000,000 shares of WTII stock through a private placement for cash of $100,000. ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income. During the period the Company exchanged the shares for services in the amount of $80,000, and recognized a loss of $20,000 in the statement of operations. On May 15, 2018, the Company received 4,000 shares of WTII preferred stock for the use of OriginClear, Inc. technology associated with their proprietary electro water separation system. The stock was valued at fair market value of $0.0075 for a price of $30,000 on the date of issuance. The preferred shares are convertible into 4,000,000 shares of common stock. The Company analyzed the licensing agreement using ASU 606 to determine the timing of revenue recognition. The licensing of the intellectual property (IP) is distinct from the non-license goods or services and has significant standalone functionality that provides a benefit or value. The functionality will not change during the license period due to the licensor’s activities. Because the significant standalone functionality was delivered immediately, the revenue was recognized in the financial statements as of June 30, 2018. As of December 31, 2018, the fair value of the preferred shares was $22,800. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2018 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | 8. LOANS PAYABLE Secured Loans Payable The Company entered into short term loans with various lenders for capital expansion secured by the Company's assets in the amount of $1,749,970, which included finance cost of $624,810. The finance cost was amortized over the terms of the loans, which have various maturity dates ranging from October 2018 through February 2019. The term of the loans ranged from two months to six months. The net balance as of December 31, 2018 was $473,507, less the finance cost of $123,458. Promissory Note Payable The Company entered into a promissory note payable on July 18, 2018 for the sum of $75,000. The principal consists of $67,500 plus a $7,500 origination fee. The interest is sixty-nine percent per annum. The first payment of $6,330 is due September 1, 2018, and $4,318 thereafter. The maturity date of the Note is August 1, 2028. The note is personally guaranteed by the Company's CEO. As of December 31, 2018, the maturities are summarized as follows: Promissory note payable $ 74,997 Less current portion 110 Long term portion $ 74,867 Long term maturities for the next five years are as follows: 2019 $ 110 2020 214 2021 419 2022 820 2023 thru 2028 73,414 $ 74,977 |
Loans Payable _ Related Party
Loans Payable – Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Loans Payable - Related Party [Abstract] | |
LOANS PAYABLE – RELATED PARTY | 9. LOANS PAYABLE – RELATED PARTY The Company's CEO loaned the Company $248,870 during the year ended December 31, 2018. The loans bear interest at various rates to be repaid over a period of three (3) years at various maturity dates. The funds were used for operating expenses. Principal payments were made in the amount of $29,028, leaving a balance of $219,841 as of December 31, 2018. |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
CAPITAL LEASES | 10. CAPITAL LEASES The Company entered into a capital lease for the purchase of equipment during the year ended December 31, 2018. The lease is for a sixty (60) month term, with monthly payments of $757 per month, and a purchase option at the end of the lease for $1.00. As of December 31, 2018, the maturities are summarized as follows: Capital lease $ 36,006 Less current portion 9,088 Total long-term liabilities $ 26,918 Long term maturities for the next four years are as follows: Period Ending December 31, 2019 $ 9,088 2020 9,088 2021 9,088 2022 8,742 $ 36,006 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. 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 2015. 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, 2018 and 2017, 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, 2018 and 2017, the Company did not recognize interest and penalties. At December 31, 2018, 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, 2018 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, 2018 and 2017 due to the following: 2018 2017 Book loss $ (2,388,460 ) $ (2,092,700 ) Tax to book differences for deductible expenses 11,280 14,740 Tax non deductible expenses 517,000 1,646,400 Valuation Allowance 1,860,180 431,560 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, 2018 2017 Deferred tax assets: NOL carryover $ 10,277,800 $ 9,373,200 Other carryovers 704,420 397,000 Deferred tax liabilities: Depreciation (33,120 ) 5,800 Less Valuation Allowance (10,949,100 ) (9,776,000 ) 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. |
Foreign Subsidiary
Foreign Subsidiary | 12 Months Ended |
Dec. 31, 2018 | |
Foreign Subsidiary [Abstract] | |
FOREIGN SUBSIDIARY | 12. 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, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Operating Lease The Company holds an agreement for office space located in Los Angeles, California. The initial agreement 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, 2018. 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, 2018. Litigation PowerUp Settlement Agreement As previously disclosed, on June 7, 2018, the Company executed a convertible promissory note (the “June PowerUp Note”) in the amount of $43,000 in favor of PowerUp Lending Group Ltd. (“PowerUP”) and a second convertible promissory note dated August 28, 2018 in the amount of $38,000 in favor of PowerUp (the “August PowerUp Note,” and together with the June PowerUp Note, the “PowerUp Notes”). On November 19, 2018, the Company received notice from PowerUp that the Company was in default under the PowerUp Notes due to a failure to timely file the Company’s Form 10-Q for the period ended September 30, 2018, resulting in an acceleration of amounts due under the PowerUp Notes. PowerUp commenced an action against the Company and certain of its officers in the Supreme Court of New York, County of Nassau (the “Action”). By Order dated December 1, 2018, the court in the Action, among other things, directed the Company and its transfer agent to establish a share reserve for PowerUp’s benefit in the amount of 633,934,425 shares of common stock. On January 30, 2019, the Company entered into a settlement agreement with PowerUp, pursuant to which, in full and final settlement of all claims asserted by PowerUp against the Company related to the PowerUp Notes, PowerUp elected to convert the PowerUp Notes, and upon the conversion of the PowerUp Notes (which the parties agreed to an aggregate outstanding balance of $127,403), the Company issued to PowerUp shares of the Company’s common stock at the conversion price of 61% of the Market Price (a 39% discount to Market Price) as defined in the PowerUp Notes). As of March 7, 2019, all outstanding PowerUp Notes, have been fully converted and all remaining share reserves for PowerUp have been cancelled. Auctus Settlement Agreement As previously disclosed, on April 2, 2018, the Company entered into a securities purchase agreement (the “Auctus SPA”) with Auctus Fund, LLC (“Auctus”) and in connection with the Auctus SPA issued a convertible promissory note to Auctus in the principal amount of $150,000 (the “Auctus Note” and with the Auctus SPA, the “First Auctus Documents”). On May 31, 2018, the Company entered into a second securities purchase agreement with Auctus (the “Second Auctus SPA”) and in connection with the Second Auctus SPA issued a convertible promissory note in the principal amount of $150,000 to Auctus (the “Second Auctus Note” and with the Second Auctus SPA, the “Second Auctus Documents” and, with the First Auctus Documents, the “Auctus Transaction Documents”). Auctus alleged that the Company failed to allow Auctus to convert all or portions of the outstanding balance represented by the Auctus Note and the Second Auctus Note (together, the “Auctus Notes”) into shares of common stock of the Company, causing various events of default (“Auctus Events of Default”) by the Company under the Auctus SPA and the Second Auctus SPA (together, the “Auctus Purchase Agreements”). On February 12, 2019, Auctus filed an action in the United States District Court for the District of Massachusetts, styled as Auctus Fund, LLC v. OriginClear, Inc., No. 1:19-CV-10273-FDS (D. Mass.)(Saylor, J.) (hereinafter the “Auctus Litigation”), alleged, inter alia, breaches of the Auctus Purchase Agreements and the Auctus Notes. On March 13, 2019, the Company entered into a settlement agreement with Auctus, pursuant to which, in full and final settlement of all claims asserted by Auctus against the Company in connection with the Auctus Litigation (the “Auctus Settlement Agreement”) for the outstanding balance due and payable under the Auctus Notes, such amount being $570,000 (the “Auctus Settlement Value”). Pursuant to the terms and subject to the conditions in the Auctus Settlement Agreement, the Company agreed to authorize and reserve a number of shares of the Company’s common stock pursuant to the reserve requirements of the Auctus Notes, as follows: an initial amount of 1,753,846,154 (a multiple of two times the anticipated conversion of the Auctus Settlement Value), which shall be increased within thirty calendar days to 5,261,538,462 shares (a multiple of six times the anticipated conversion of the Auctus Settlement Value) (the “Auctus Settlement Shares”) of the common stock of the Company for issuance upon conversion by the Investor of the amounts owed under the Auctus Notes, in accordance with the terms of the Auctus Notes, including but not limited to the beneficial ownership limitations contained in the Auctus Notes, as contemporaneously with the Auctus Settlement Agreement. Such irrevocable authorization and reservation for the initial amount by the Company shall occur no later than one (1) business day, and for the increase no later than thirty calendar days, after the effective date of the Auctus Settlement Agreement. In addition to the foregoing, upon the sale by Auctus of the Auctus Settlement Shares as delivered to Auctus by the Company resulting in total net proceeds less than the Auctus Settlement Value, Auctus is entitled to additional Auctus Settlement Shares of the Company’s common stock, if, after Auctus has sold all Auctus Settlement Shares, Auctus delivers a written notice to the Company certifying that Auctus is entitled to receive additional shares of the Company’s common stock (the “Make-Whole Shares”), the number of Make-Whole Shares being equal to the greater of (i) zero and (ii) the quotient of (1) the difference of (x) the settlement value with respect to each sale of shares by Auctus after the delivery of the Auctus Settlement Shares, minus (y) the aggregate net consideration received by Auctus from the resale of all shares of common stock issued by the Company, divided by (2) the average trailing closing price for ten (10) trading days for the shares immediately preceding the date of delivery of the Make-Whole Shares. 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, 2018 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 14. CONCENTRATIONS Major Customers PWT had four major customers for the year ended December 31, 2018. The customers represented 68.0% of billings for the year ending December 31, 2018. The contract receivable balance for the customers was $210,365 at December 31, 2018. PWT had four major customers for the year ended December 31, 2017. The customers represented 54.48% of billings for the year ending December 31, 2017. The contract receivable balance for the customers was $98,038 at December 31, 2017. Major Suppliers PWT had three major vendors for the year ended December 31, 2018. The vendors represented 41.0% of total expenses in the year ending December 31, 2018. The accounts payable balance due to the vendors was $97,974 at December 31, 2018. Management believes no risk is present with the vendors due to other suppliers being readily available. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent events: On January 16, 2019, the Company filed a Series G Certificate of Designation with the Nevada Secretary of State (the “Series G Designation”). Pursuant to the Series G Designation, the Company may issue up to 6,000 shares of Series G preferred stock, each share having a stated value of $1,000, and pursuant to certain subscription agreements entered into with purchasers of the Series G preferred stock, each purchaser shall receive shares of the Company’s common stock equal to an amount of, for each share of Series G preferred stock purchased, five hundred dollars ($500) divided by the closing price on the date the Company receives the executed subscription documents and purchase price from such investor. Between January 16, 2019 and March 20, 2019, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 530 shares of the Company’s Series G preferred stock for an aggregate purchase price of $530,000. In connection with the Series G Designation and subscription agreements entered into with investors, between January 16, 2019 and March 20, 2019, the Company issued an aggregate of 165,598,887 shares of its common stock to certain holders of its Series G Preferred Stock. In connection with certain one-time make good agreements, between January 31, 2019 and March 29, 2019, the Company issued an aggregate of 25,442,156 shares of its common stock to certain holders of its common stock. Between January 22, 2019 and April 17, 2019, the Company issued to consultants and one employee an aggregate of 237,636,726 shares of the Company’s common stock in lieu of cash considerations. Between January 8, 2018 and April 23, 2018, holders of convertible notes, known in our filings as “Convertible Promissory Notes” converted an aggregate outstanding principal and interest amount of $396,173 into an aggregate of 700,389,733 shares of the Company’s common stock. On April 3, 2019, the “Company filed a certificate of designation (the “Series I COD”) of Series I Preferred Stock (the “Series I”) and a certificate of designation (the “Series J COD”) of Series J Preferred Stock (the “Series J”). Pursuant to the Series I COD, the Company designated 4,000 shares of preferred stock as Series I. The Series I will have a stated value of $1,000 per share, and will be entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series I will not be entitled to any voting rights except as may be required by applicable law, and will not be convertible into common stock. The Company will have the right to redeem the Series I at any time while the Series I are outstanding at a price equal to the stated value plus any accrued but unpaid dividends. The Company will be required to redeem the Series I two years following the date that is the later of the (i) final closing of the tranche (as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed were a part of. Pursuant to the Series J COD, the Company designated 100,000 shares of preferred stock as Series J. The Series J will have a stated value of $1,000 per share, and will be entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series J will be convertible into validly-issued, fully paid and non-assessable shares of the Company’s common stock, on the terms and conditions set forth in the Series J COD, which includes certain Make-Good Shares for certain holders of the Company’s previously disclosed Series F Preferred Stock and Series G Preferred Stock. Between April 3, 2019 and April 24, 2019, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 345 shares of the Company’s Series I preferred stock for an aggregate purchase price of $345,000. And in connection with the Series I Designation and Series J Designation, the Company issued an aggregate of 172.5 shares of its Series J preferred stock to certain holders of its Series I and Series J Preferred Stock. On April 19, 2019, the Company entered into Restricted Stock Grant Agreements (the “April RSGAs”) with its Chief Executive Officer, Riggs Eckelberry, three members of the Board and five 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 April RSGAs are performance based shares and none have yet vested nor have any been issued. The April RSGAs provide for the issuance of up to an aggregate of 90,000,000 shares of the Company’s common stock as follows: 30,000,000 to the CEO, 5,000,000 to each of the other three members of the Board and an aggregate of 45,000,000 to five consultants 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 an aggregate of 45,000,000 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 April 23, 2019, 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 from 8,000,000,000 to 16,000,000,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Polices (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its wholly owned operating subsidiaries, Progressive Water Treatment, Inc., and OriginClear Technologies, 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. |
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, 2018, the cash balance in excess of the FDIC limits was $0. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company's impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, warranty reserves, inventory valuation, derivative liabilities and other conversion features, fair value investments, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
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, 2018 and 2017, 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 2018 2017 (Loss) to common shareholders (Numerator) $ (11,373,586 ) $ (5,231,805 ) Basic and diluted weighted average number of common shares outstanding denominator 446,668,160 53,303,847 The Company has excluded 250,912,025 warrants, shares issuable from convertible debt of $3,657,427 and shares issuable from convertible preferred stock for the year ended December 31, 2018, because their impact on the loss per share is anti-dilutive. 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. |
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 We recognize revenue when services are performed, and at the time of shipment of products, 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. Revenues and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. 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 as of December 31, 2018 and 2017, respectively. The net contract receivable balance was $309,223 and $490,441 at December 31, 2018 and 2017, 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, 2018 and 2017, and determined there was no impairment of indefinite lived intangibles and goodwill. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were $290,542 and $197,119 for the years ended December 31, 2018 and 2017, respectively. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $103,489 and $103,791 for the years ended December 31, 2018 and 2017, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. Depreciation expense during the year ended December 31, 2018 and 2017, respectively was $56,521 and $52,555. |
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 lattice 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, 2018, 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, 2018 and 2017. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities $ 22,800 $ 22,800 $ - $ - Total Assets measured at fair value $ 22,800 $ 22,800 $ - $ - The following is a reconciliation of the fair value securities for which level 3 inputs were used in determining the approximate fair value: Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2018 $ 9,360,204 $ - $ - $ 9,360,204 Derivative Liability, December 31, 2017 $ 5,531,183 $ - $ - $ 5,531,183 The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value: Balance as of January 1, 2017 $ 8,702,083 Fair Value of derivative liabilities issued 53,551 Loss on conversion of debt and change in derivative liability (3,224,451 ) Balance as of December 31, 2017 5,531,183 Fair Value of derivative liabilities issued 567,884 Gain on conversion of debt and change in derivative liability 3,261,137 Balance as of December 31, 2018 $ 9,360,204 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: 12/31/2018 12/31/2017 Risk free interest rate 2.48% - 2.63% 1.55% - 1.98% Stock volatility factor 136.0% - 396.0% 87.0% - 95.0% 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. |
Marketable Securities | Marketable Securities The Company adopted ASU 2016-01, “Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purpose, and separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. It eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company has evaluated the potential impact this standard may have on the condensed consolidated financial statements and determined that it had a significant impact on the condensed consolidated financial statements. The Company accounts for its investment in Water Technologies International, Inc. as available-for-sale securities, and the unrealized gain on the available-for-sale securities is recognized in net income. |
Licensing agreement | Licensing agreement The Company analyzed the licensing agreement using ASU 606 to determine the timing of revenue recognition. The licensing of the intellectual property (IP) is distinct from the non-license goods or services and has significant standalone functionality that provides a benefit or value. The functionality will not change during the license period due to the licensor’s activities. Because the significant standalone functionality is delivered immediately, the revenue is generally recognized when the license is delivered. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, "Leases." This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 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. In June 2018, FASB issued accounting standards update ASU 2018-07, (Topic 505) – "Shared-Based Payment Arrangements with Nonemployees", which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees will be aligned with the requirements for share-based payments granted to employees. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments will be fixed on the grant date, as defined in ASC 718, and will use the term nonemployee vesting period, rather than requisite service period. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including 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 within fiscal years beginning after December 15, 2020. Early adoption is permitted if financial statements have not yet been issued. The Company is currently evaluating the impact of the adoption of ASU 2018-07 on the Company's financial statements. Management reviewed currently issued pronouncements 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 Accoun_3
Summary of Significant Accounting Polices (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of loss per share anti-dilutive effect | For the Years Ended 2018 2017 (Loss) to common shareholders (Numerator) $ (11,373,586 ) $ (5,231,805 ) Basic and diluted weighted average number of common shares outstanding denominator 446,668,160 53,303,847 |
Schedule of estimated useful life | Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years |
Schedule of fair value of financial instruments | Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities $ 22,800 $ 22,800 $ - $ - Total Assets measured at fair value $ 22,800 $ 22,800 $ - $ - |
Schedule of fair value of (liability) financial instruments | Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2018 $ 9,360,204 $ - $ - $ 9,360,204 Derivative Liability, December 31, 2017 $ 5,531,183 $ - $ - $ 5,531,183 |
Schedule of reconciliation of the derivative liability for which level 3 inputs | Balance as of January 1, 2017 $ 8,702,083 Fair Value of derivative liabilities issued 53,551 Loss on conversion of debt and change in derivative liability (3,224,451 ) Balance as of December 31, 2017 5,531,183 Fair Value of derivative liabilities issued 567,884 Gain on conversion of debt and change in derivative liability 3,261,137 Balance as of December 31, 2018 $ 9,360,204 |
Schedule of fair market value of derivative liability assumptions | 12/31/2018 12/31/2017 Risk free interest rate 2.48% - 2.63% 1.55% - 1.98% Stock volatility factor 136.0% - 396.0% 87.0% - 95.0% Weighted average expected option life 6 months - 5 years 6 months - 5 years Expected dividend yield None None |
Options and Warrants (Tables)
Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | December 31, 2018 December 31,2017 Weighted Weighted average average Number of exercise Number of exercise Options price Options price Outstanding, beginning of year 3,697,495 $ 1.51 3,697,495 $ 1.51 Granted - - - - Exercised - - - - Forfeited/Expired (3,697,495 ) $ 0.91 - $ 1.51 Outstanding, end of year - - 3,697,495 1.51 Exercisable at the end of the year - - 2,682,644 1.03 |
Schedule of weighted average remaining contractual life of options outstanding issued plan | December 31, 2018 December 31, 2017 Weighted Weighted Average Average Stock Stock Remaining Stock Stock Remaining Exercisable Options Options Contractual Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) Prices Outstanding Exercisable Life (years) - - - $ 6.65-31.15 52,276 50,401 4.59 - 6.77 - - - $ 14.35-15.40 32,362 32,362 5.71 - - - $ 1.31 3,612,857 2,599,881 2.77 - 3.80 - - 3,697,495 2,682,644 |
Schedule of warrant activity | December 31, 2018 December 31, 2017 Weighted Weighted Number average Number average of exercise of exercise Warrants price Warrants price Outstanding - beginning of year 53,562,961 $ 5.40 506,026 $ 6.30 Granted 244,087,101 $ - 53,090,625 $ - Exercised - $ - - $ - Forfeited (46,738,037 ) $ 0.09 (33,690 ) $ 23.93 Outstanding - end of year 250,912,025 $ 5.40 53,562,961 $ 5.40 |
Schedule of weighted average remaining contractual life of warrants outstanding | December 31, 2018 December 31, 2017 Weighted Weighted Average Average Remaining Remaining Exercisable Warrants Warrants Contractual Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) Outstanding Exercisable Life (years) $ 0.080 - - - 53,547,769 53,547,769 0.24 - 1.42 $ 0.012 6,824,924 6,824,924 0.42 12,334 12,334 0.07 - 1.47 $ 0.250 244,087,101 244,087,101 2.62 2,858 2,858 5.88 250,912,025 250,912,025 53,562,961 53,562,961 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding convertible promissory notes | Convertible Promissory Notes, net of debt discount $ 3,657,427 Less current portion 1,580,955 Total long-term liabilities $ 2,076,472 |
Schedule of maturities of long-term debt | Year Ending December 31, Amount 2019 1,580,955 2020 1,815,000 2021 125,000 2022 - 2023 136,471 $ 3,657,427 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contracts with Customers [Abstract] | |
Schedule of disaggregation of revenue by type of good or service from contracts with customers | Years Ended December 31, 2018 2018 2017 Equipment Contracts $ 3,248,939 $ 1,811,708 Component Sales 1,187,507 1,300,784 Services Sales 125,645 243,140 Licensing Fees 75,607 - $ 4,637,698 $ 3,355,632 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Loans Payable [Abstract] | |
Schedule of loans payable | Promissory note payable $ 74,997 Less current portion 110 Long term portion $ 74,867 |
Schedule of long term maturities | Long term maturities for the next five years are as follows: 2019 $ 110 2020 214 2021 419 2022 820 2023 thru 2028 73,414 $ 74,977 |
Capital Leases (Tables)
Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of maturities | Capital lease $ 36,006 Less current portion 9,088 Total long-term liabilities $ 26,918 |
Schedule of long term maturities | Period Ending December 31, 2019 $ 9,088 2020 9,088 2021 9,088 2022 8,742 $ 36,006 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | 2018 2017 Book loss $ (2,388,460 ) $ (2,092,700 ) Tax to book differences for deductible expenses 11,280 14,740 Tax non deductible expenses 517,000 1,646,400 Valuation Allowance 1,860,180 431,560 Income tax expense $ - $ - |
Schedule of net deferred tax liabilities | 2018 2017 Deferred tax assets: NOL carryover $ 10,277,800 $ 9,373,200 Other carryovers 704,420 397,000 Deferred tax liabilities: Depreciation (33,120 ) 5,800 Less Valuation Allowance (10,949,100 ) (9,776,000 ) Net deferred tax asset $ - $ - |
Organization and Line of Busi_2
Organization and Line of Business (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 01, 2015 | |
Organization and Line of Business (Textual) | ||||
Net loss | $ (11,346,569) | $ (5,231,805) | ||
Net cash used in operations | (3,452,427) | (1,765,627) | ||
Shareholders' deficit | (16,624,530) | $ (9,831,696) | $ (11,798,579) | |
Revenue | 4,637,698 | |||
Working capital deficiency | $ 12,888,290 | |||
ProgressiveWaterTreatmentInc [Member] | ||||
Organization and Line of Business (Textual) | ||||
Percentage of stock issued and outstanding acquired | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Polices (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of loss per share anti-dilutive effect | ||
(Loss) to common shareholders (Numerator) | $ (11,373,586) | |
Basic and diluted weighted average number of common shares outstanding denominator | 446,668,160 | 53,303,847 |
Summary of Significant Accoun_5
Summary of Significant Accounting Polices (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
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 |
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 |
Vehicles [Member] | Minimum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Schedule of estimated useful life | |
Estimated Life | 5 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 |
Summary of Significant Accoun_6
Summary of Significant Accounting Polices (Details 2) | Dec. 31, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment at fair value-securities | $ 22,800 |
Total Assets measured at fair value | 22,800 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment at fair value-securities | 22,800 |
Total Assets measured at fair value | 22,800 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment at fair value-securities | |
Total Assets measured at fair value | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investment at fair value-securities | |
Total Assets measured at fair value |
Summary of Significant Accoun_7
Summary of Significant Accounting Polices (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of fair value of financial instruments | ||
Derivative Liability | $ 9,360,204 | $ 5,531,183 |
Fair Value, Inputs, Level 1 [Member] | ||
Schedule of fair value of financial instruments | ||
Derivative Liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Schedule of fair value of financial instruments | ||
Derivative Liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Schedule of fair value of financial instruments | ||
Derivative Liability | $ 9,360,204 | $ 5,531,183 |
Summary of Significant Accoun_8
Summary of Significant Accounting Polices (Details 4) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of reconciliation of the derivative liability for which Level 3 inputs | ||
Beginning balance | $ 5,531,183 | $ 8,702,083 |
Fair Value of derivative liabilities issued | 567,884 | 53,551 |
Loss on conversion of debt and change in derivative liability | (3,224,451) | |
Gain on conversion of debt and change in derivative liability | 3,261,137 | |
Ending balance | $ 9,360,204 | $ 5,531,183 |
Summary of Significant Accoun_9
Summary of Significant Accounting Polices (Details 5) - Derivative [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of fair market value of derivative liability assumptions | ||
Expected dividend yield | ||
Maximum [Member] | ||
Schedule of fair market value of derivative liability assumptions | ||
Risk free interest rate | 2.63% | 1.98% |
Stock volatility factor | 396.00% | 95.00% |
Weighted average expected option life | 5 years | 5 years |
Minimum [Member] | ||
Schedule of fair market value of derivative liability assumptions | ||
Risk free interest rate | 2.48% | 1.55% |
Stock volatility factor | 136.00% | 87.00% |
Weighted average expected option life | 6 months | 6 months |
Summary of Significant Accou_10
Summary of Significant Accounting Polices (Details Textual) | 12 Months Ended | |
Dec. 31, 2018USD ($)Segmentsshares | Dec. 31, 2017USD ($)shares | |
Summary of Significant Accounting Polices (Textual) | ||
Federal deposit insurance amount | $ 0 | |
Convertible debt | 3,657,427 | $ 3,818,068 |
Allowance for doubtful accounts | 6,996 | 6,996 |
Contract receivable | 309,223 | 490,441 |
Total research and development costs | 290,542 | 197,119 |
Advertising costs | 103,489 | 103,791 |
Depreciation expense | $ 56,521 | $ 52,555 |
Number of segment reporting | Segments | 1 | |
Convertible Debt [Member] | ||
Summary of Significant Accounting Polices (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 3,657,427 | |
Warrant [Member] | ||
Summary of Significant Accounting Polices (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 250,912,025 | 53,562,961 |
Employee Stock Option [Member] | ||
Summary of Significant Accounting Polices (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 3,697,495 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Aug. 14, 2018 | Apr. 13, 2018 | Mar. 14, 2017 | Oct. 01, 2015 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Jul. 31, 2015 |
Capital Stock (Textual) | |||||||||
Series D Preferred stock issued through a private placement | $ 280,000 | ||||||||
Preferred stock, shares authorized | 550,000,000 | 550,000,000 | |||||||
Common stock through private placement for cash | $ 1,654,741 | ||||||||
Common stock, shares authorized | 8,000,000,000 | 8,000,000,000 | |||||||
Common stock issuance for settlement of accounts payable | $ 117,931 | ||||||||
Common Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Issuance of common stock, shares | |||||||||
Series D Preferred stock issued through a private placement | |||||||||
Common stock for settlement of convertible promissory notes | 914,376,002 | 15,675,714 | |||||||
Aggregate principal amount | $ 840,138 | $ 469,000 | |||||||
Interest amount | $ 125,409 | $ 130,364 | |||||||
Common stock through private placement for cash, shares | 25,055,362 | ||||||||
Common stock through private placement for cash | $ 2,506 | ||||||||
Common stock issued for services, shares | 259,859,073 | 49,366,591 | |||||||
Common stock issued for services | $ 1,207,232 | $ 3,875,479 | |||||||
Private placement price per share | $ 0.066 | ||||||||
Debt conversion amount | $ 1,849,979 | $ 861,739 | |||||||
Common stock issuance for settlement of accounts payable | 89 | ||||||||
Fair value loss on settlement | $ 27,931 | ||||||||
Common stock issued for settlement of accounts payable, shares | 886,700 | ||||||||
Maximum [Member] | Common Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Conversion price | $ 0.0014 | $ 0.21 | |||||||
Minimum [Member] | Common Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Conversion price | $ 0.0329 | $ 0.031 | |||||||
Series B Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Stock conversion basis, description | One third (1/3) of the shares received by the holder may be converted into common stock beginning one (1) year after the first date on which a share of Series B Preferred Stock was issued (the “Original Issue Date); one third (1/3) may be converted beginning two (2) years after the original issue date; and the remaining one third (1/3) may be converted beginning three years after the original issue date. The number of shares of common stock issuable for each share of converted Series B Preferred Stock shall be calculated by dividing the stated value by the market price, the market price shall be the average of the closing trade prices of the twenty-five (25) days prior to the date of the conversion notice. 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. | ||||||||
Preferred stock, shares issued | 10,000 | ||||||||
Preferred stock, par value | $ 150 | $ 0.0001 | |||||||
Conversion price | $ 1.05 | ||||||||
Conversion of stock, description | 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 952,286 make good shares at a price of $0.35 per share. As of December 31, 2018, all shares of Series B were converted. | ||||||||
Preferred stock, shares outstanding | 0 | 3,333 | |||||||
Issuance of common stock, shares | 1,428,429 | ||||||||
Common stock for settlement of convertible promissory notes | 3,333 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | |||||||
Purchase price of the Series C preferred stock | $ 0.10 | ||||||||
Total purchase price Series C preferred stock, shares | 1,000 | ||||||||
Series C Preferred Stock [Member] | President [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, shares issued | 1,000 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Series D Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, shares issued | 15,805,554 | ||||||||
Description of convertible preferred stock terms | The Board adopted resolutions creating a series of shares of convertible preferred stock designated as 0% Series D preferred stock (the “Series D preferred stock”) with a par value of $0.0001. The shares of Series D preferred stock do not have a dividend rate or liquidation preference and do not carry any voting rights. The purchase price shall be $0.02 per unit for an aggregate investment amount of less than $50,000; $0.018 for an aggregate amount of $50,000 or greater, but less than $100,000; $0.016 for an aggregate amount of $100,000 or greater, but less than $250,000; $0.014 for an aggregate amount of $250,000 or greater. At no time may all or a portion of the Series D preferred stock be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time, which amount may be increased to 9.99% at the holders discretion. | ||||||||
Cash value | $ 280,000 | ||||||||
Exchanged for Series E preferred stock | 1,400,000 | ||||||||
Series D Preferred Stock [Member] | Maximum [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Conversion price | $ 0.020 | ||||||||
Series D Preferred Stock [Member] | Minimum [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Conversion price | $ 0.016 | ||||||||
Series D One Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, shares outstanding | 38,500,000 | 38,500,000 | |||||||
Description of convertible preferred stock terms | The Company filed a Certificate of Designation for its Series D-1 Convertible preferred stock (the “Series D-1 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. The shares of Series D-1 preferred stock do not have a dividend rate or liquidation preference. Each share of Series D-1 preferred stock is convertible into one share of common stock. The shares of Series D-1 preferred stock do not carry any voting rights. At no time may all or a portion of the Series D-1 preferred stock be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time, which amount may be increased to 9.99% at the holders discretion. The Company issued 28,500,000 preferred shares for services. As of December 31, 2018, there were 28,500,000 shares issued and outstanding. | ||||||||
Series E Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Preferred stock, shares outstanding | 2,139,649 | 2,139,649 | |||||||
Issuance of common stock, shares | 30,122,200 | ||||||||
Common stock for settlement of convertible promissory notes | 301,222 | ||||||||
Description of convertible preferred stock terms | The Company filed a Certificate of Designation for its 0% Series E Convertible preferred stock (the ?Series E preferred stock?) with the Secretary of State of Nevada designating 4,000,000 shares of its authorized preferred stock as Series E preferred stock, accompanied with one hundred (100) warrants each for the purchase of one (1) share of common stock. The shares of Series E preferred stock have a par value of $0.0001 per share. The shares of Series E preferred stock do not have a dividend rate or liquidation preference. Each share of Series E preferred stock is convertible into one share of common stock. The shares of Series E preferred stock do not carry any voting rights. At no time may all or a portion of the Series E preferred stock be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time, which amount may be increased to 9.99% at the holders discretion. On August 14, 2018, the Company sold 1,040,871 shares of Series E preferred stock for $227,098. Also, on August 14, 2018, the Series D shares were cancelled and exchanged for 1,400,000 shares of Series E, for a total aggregate of 2,440,871 shares of Series E preferred stock. | ||||||||
Series F Preferred Stock [Member] | |||||||||
Capital Stock (Textual) | |||||||||
Issuance of common stock, shares | 431,812,575 | ||||||||
Description of convertible preferred stock terms | The Company filed a Certificate of Designation for its Series F Convertible preferred stock (the “Series F preferred stock”) with the Secretary of State of Nevada designating $2,000,000 units, with each unit consisting of 100 shares of the Company’s Series F preferred stock. The shares of Series F preferred stock have a par value of $0.0001 per share. The shares of Series F preferred stock do not have a liquidation preference. Each share of Series F preferred stock is convertible into one share of common stock. The shares of Series F preferred stock do not carry any voting rights. The Company may, in its sole discretion, at any time while the Series F preferred stock is outstanding, redeem all or any portion of the outstanding Series preferred stock at a price equal to the stated value, plus any accrued but unpaid dividends. The Company may exercise such redemption right by providing a minimum of 5 days written notice of such redemption to the Holders. In the event the Company exercises such redemption right for less than all of the then-outstanding shares of Series F preferred stock, the Company shall redeem the outstanding shares of the Holders of a pro-rata basis. The Series F is mandatorily redeemable on September 1, 2020. At no time may all or a portion of the Series F preferred stock be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock that would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time, which amount may be increased to 9.99% at the holders discretion. As of December 31, 2018, the Company accrued dividends in the amount of $27,017. | ||||||||
Convertible preferred stock, share issued | 1,743 | 0 | |||||||
Convertible preferred stock, value issued | $ 1,743 | $ 0 |
Options and Warrants (Details)
Options and Warrants (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding, beginning of year | 3,697,495 | 3,697,495 |
Number of Options, Granted | ||
Number of Options, Exercised | ||
Number of Options, Forfeited/Expired | ||
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 | |
Weighted average exercise price, Outstanding, beginning of year | $ 1.51 | $ 1.51 |
Weighted average exercise price, Granted | ||
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Forfeited/Expired | 0.91 | 1.51 |
Weighted average exercise price, Outstanding, end of year | 1.51 | |
Weighted average exercise price, Exercisable at the end of year | $ 1.03 |
Options and Warrants (Details 1
Options and Warrants (Details 1) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock Options Outstanding | 3,697,495 | |
Stock Options Exercisable | 2,682,644 | |
Weighted Average Remaining Contractual Life (years) | ||
Exercisable Prices | ||
1.31 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock Options Outstanding | 3,612,857 | |
Stock Options Exercisable | 2,599,881 | |
Exercisable Prices | $ 1.31 | |
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 | |
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 | |
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 | |
Exercisable Prices, Range Maximum | $ 31.15 | |
Stock Options Outstanding | 52,276 | |
Stock Options Exercisable | 50,401 | |
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 | |
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 | |
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 | |
Exercisable Prices, Range Maximum | $ 15.40 | |
Stock Options Outstanding | 32,362 | |
Stock Options Exercisable | 32,362 | |
Weighted Average Remaining Contractual Life (years) | 5 years 8 months 16 days |
Options and Warrants (Details 2
Options and Warrants (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Warrants | ||
Outstanding - beginning of the period | 53,562,961 | 506,026 |
Granted | 244,087,101 | 53,090,625 |
Exercised | ||
Forfeited | (46,738,037) | (33,690) |
Outstanding - end of the period | 250,912,025 | 53,562,961 |
Weighted average exercise price | ||
Outstanding - beginning of the period | $ 5.40 | $ 6.30 |
Granted | ||
Exercised | ||
Forfeited | 0.09 | 23.93 |
Outstanding - end of the period | $ 5.40 | $ 5.40 |
Options and Warrants (Details 3
Options and Warrants (Details 3) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Warrants Outstanding | 250,912,025 | 53,562,961 |
Warrants Exercisable | 250,912,025 | 53,562,961 |
0.080 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercisable Prices, Range Minimum | $ 0.080 | $ 0.080 |
Warrants Outstanding | 53,547,769 | |
Warrants Exercisable | 53,547,769 | |
Weighted Average Remaining Contractual Life (years) | 0 years | |
0.080 [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 2 months 27 days | |
0.080 [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 | |
0.012 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercisable Prices, Range Minimum | $ 0.012 | $ 0.012 |
Warrants Outstanding | 6,824,924 | 12,334 |
Warrants Exercisable | 6,824,924 | 12,334 |
Weighted Average Remaining Contractual Life (years) | 5 months 1 day | |
0.012 [Member] | Minimum [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 26 days | |
0.012 [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 20 days | |
0.250 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercisable Prices, Range Minimum | $ 0.250 | $ 0.250 |
Warrants Outstanding | 244,087,101 | 2,858 |
Warrants Exercisable | 244,087,101 | 2,858 |
Weighted Average Remaining Contractual Life (years) | 2 years 7 months 13 days | 5 years 10 months 17 days |
Options and Warrants (Details T
Options and Warrants (Details Textual) - USD ($) | Aug. 10, 2016 | May 12, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Options and Warrants (Textual) | ||||
Stock based compensation | $ 50,897 | $ 89,476 | ||
Warrants outstanding | $ 0 | |||
Consultants [Member] | Restricted Stock Grant Agreement [Member] | ||||
Options and Warrants (Textual) | ||||
Issuance of common stock, shares | 285,714 | |||
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. | |||
Chief Executive Officer [Member] | Restricted Stock Grant Agreement [Member] | ||||
Options and Warrants (Textual) | ||||
Issuance of common stock, shares | 1,714,286 | 1,714,286 | ||
Restricted stock grant agreement, description | The Company’s common stock to the CEO provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue up to 857,143 shares of its common stock; b) If the Company’s consolidated operating profit (Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), 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 Company’s common stock to the Employees provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 857,143 shares of its common stock; b) If the Company’s consolidated operating profit (Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), 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] | Restricted Stock Grant Agreement [Member] | ||||
Options and Warrants (Textual) | ||||
Issuance of common stock, shares | 857,143 | |||
Restricted stock grant agreement, description | 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), calculated in accordance with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company’s SEC Reports, the Company will issue up to 428,571 shares of its common stock. | |||
Employees One [Member] | Restricted Stock Grant Agreement [Member] | ||||
Options and Warrants (Textual) | ||||
Issuance of common stock, shares | 571,429 | |||
Restricted stock grant agreement, description | The Employee provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 285,714 shares of its common stock; b) If the Company’s consolidated operating profit (Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), calculated in accordance with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company’s SEC Reports, the Company will issue up to 285,714 shares of its common stock. |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Convertible Promissory Notes, net of debt discount | $ 3,657,427 | $ 3,818,068 |
Less current portion | 1,580,955 | $ 766,931 |
Total long-term liabilities | $ 2,076,472 |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details 1) | Dec. 31, 2018USD ($) |
Maturities of long-term debt | |
2019 | $ 1,580,955 |
2020 | 1,815,000 |
2021 | 125,000 |
2022 | |
2023 | 136,471 |
Total | $ 74,977 |
Convertible Promissory Notes _3
Convertible Promissory Notes (Details Textual) - USD ($) | Dec. 22, 2017 | Dec. 20, 2017 | Feb. 23, 2018 | Aug. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible Promissory Notes (Textual) | ||||||
Convertible promissory notes | $ 2,076,472 | $ 2,811,000 | ||||
Net balance | 248,870 | |||||
Converted an aggregate principal amount | 1,448,262 | |||||
Derivative liability | $ 9,360,204 | $ 5,531,183 | ||||
Unsecured Convertible Notes Five [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt instrument interest rate | 10.00% | |||||
Additional notes issuance | $ 78,750 | |||||
Converted an aggregate principal amount | 157,500 | $ 116,950 | ||||
Number of shares converted into common stock | 176,743,238 | |||||
Aggregate remaining amount | $ 40,550 | |||||
Recognized interest expense | 71,159 | |||||
Accrued interest | $ 5,438 | |||||
Conversion price per share of debt, description | The second of the two Feb 2018 Notes shall initially be paid for by the issuance of an offsetting $78,750 secured note issued to the Company by the Buyer. The first of the two notes was funded with cash and the Company must agree to the funding of the second of the two Feb 2018 Notes, before it can be funded with cash. The second of the two Feb 2018 Notes is secured by assets of the Buyer having a fair market value of at least $78,750. The second of the Feb 2018 Notes was issued on August 23, 2018 in the amount of $78,750. The second of the Feb 2018 Notes may be converted into shares of the Company's common stock at a conversion price of $0.03 or 50% discount of the lowest trading price during the twenty (20) trading days prior to conversion. | |||||
Fair value loss on settlement | $ 373,896 | |||||
Aggregate principal each amount | $ 78,750 | |||||
Notes maturity date | Feb. 23, 2019 | |||||
Unsecured Convertible Notes Three [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt instrument interest rate | 10.00% | |||||
Converted an aggregate principal amount | $ 75,000 | $ 5,044 | ||||
Number of shares converted into common stock | 57,575,291 | |||||
Recognized interest expense | $ 8,410 | |||||
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. | |||||
Fair value loss on settlement | $ 99,987 | |||||
Notes maturity date | Dec. 22, 2018 | |||||
Unsecured Convertible Notes One [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt instrument interest rate | 10.00% | |||||
Debt instrument, maturity date | Dec. 20, 2018 | |||||
Converted an aggregate principal amount | $ 150,000 | $ 123,500 | ||||
Recognized interest expense | 43,820 | |||||
Accrued interest | $ 10,149 | |||||
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 $0.05 per share or 50% of the lowest trade price during the twenty trading days immediately before the conversion. | |||||
Unsecured Convertible Notes Four [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt instrument interest rate | 10.00% | |||||
Converted an aggregate principal amount | $ 293,000 | $ 212,000 | ||||
Number of shares converted into common stock | 147,383,053 | |||||
Aggregate remaining amount | $ 81,000 | |||||
Recognized interest expense | 241,928 | |||||
Accrued interest | $ 10,600 | |||||
Conversion price per share of debt, description | The Company's common stock at a variable conversion price of 61% of the lowest one (1) trading day during the ten (10) trading days prior to conversion. | |||||
Fair value loss on settlement | $ 243,183 | |||||
Unsecured Convertible Notes Two [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt instrument interest rate | 10.00% | |||||
Debt instrument, maturity date | May 19, 2020 | |||||
Aggregate remaining amount | $ 1,325,000 | |||||
Conversion price per share of debt, description | 50% of the lowest trade price on any trade day following issuance of the 2015-2016 Notes. | |||||
OID Notes [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt instrument, maturity date | Dec. 31, 2017 | |||||
Aggregate remaining amount | $ 184,124 | |||||
Accrued interest | $ 13,334 | |||||
Conversion price of debt | $ 15.31 | |||||
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. | |||||
Convertible Debt [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Aggregate remaining amount | $ 167,048 | |||||
Description of debt instrument | 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 | The Company issued 98,600,000 shares of common stock upon conversion of principal in the amount of $47,563, plus accrued interest of $6,667, with a fair value loss of $201,670. The remaining balance as of December 31, 2018, was $143, 138 which includes interest of $6,667. | |||||
Conversion of accounts payable into a convertible note | $ 432,048 | |||||
Percentage of average of lowest closing prices | 75.00% | |||||
Number of trading days previous to conversion | 25 days | |||||
Fair value loss on settlement | $ 245,496 | |||||
Convertible Promissory Notes [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Convertible promissory notes | 3,803,431 | |||||
Remaining debt discount | 146,005 | |||||
Net balance | $ 3,657,427 | |||||
Debt instrument interest rate | 10.00% | |||||
Converted an aggregate principal amount | $ 206,700 | |||||
Number of shares converted into common stock | 257,596,986 | |||||
Derivative liability | $ 430,896 | |||||
Aggregate remaining amount | 1,279,300 | |||||
Accrued interest | $ 79,245 | |||||
Conversion price per share of debt, description | 50% of the lowest trade price on any trade day following issuance of the 2014-2015 Notes. | |||||
Fair value loss on settlement | $ 630,236 | |||||
Unsecured Convertible Notes Six [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Debt instrument interest rate | 10.00% | |||||
Converted an aggregate principal amount | $ 268,165 | |||||
Aggregate remaining amount | 300,000 | |||||
Recognized interest expense | $ 107,080 | |||||
Description of debt instrument | The Company issued 58,800,000 shares of common stock upon conversion of $31,835 in principal, plus accrued interest of $8,266, with a fair value loss on settlement of $55,600. | |||||
Conversion price per share of debt, description | The Apr & May 2018 Notes may be converted into shares of the Company's common stock at a variable conversion price of 50% of the lesser of the lowest trading price twenty five (25) trading days prior to conversion. | |||||
Convertible Debt One [Member] | ||||||
Convertible Promissory Notes (Textual) | ||||||
Recognized interest expense | $ 187,906 | |||||
Description of debt instrument | 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 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contracts with Customers [Abstract] | ||
Equipment Contracts | $ 3,248,939 | $ 1,811,708 |
Component Sales | 1,187,507 | 1,300,784 |
Services Sales | 125,645 | 243,140 |
Licensing Fees | 75,607 | |
Total | $ 4,637,698 | $ 3,355,632 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contracts with Customers (Textual) | ||
Contract assets | $ 111,001 | $ 88,589 |
Contract liability | $ 112,894 | $ 154,048 |
Financial Assets (Details)
Financial Assets (Details) - USD ($) | May 15, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Financial Assets (Textual) | |||
Stock purchased | 10,000,000 | ||
Stock purchased for cash | $ 100,000 | ||
Recognized loss | (7,200) | ||
Shares exchange for service amount | 80,000 | ||
Financial asset, description | The Company received 4,000 shares of WTII preferred stock for the use of OriginClear, Inc. technology associated with their proprietary electro water separation system. The stock was valued at fair market value of $0.0075 for a price of $30,000 on the date of issuance. The preferred shares are convertible into 4,000,000 shares of common stock. | ||
Preferred shares fair value | $ 22,800 | ||
Notes Receivable [Member] | |||
Financial Assets (Textual) | |||
Convertible note percentage | 10.00% | ||
Convertible note amount | $ 80,000 | ||
Convertible note price | 65.00% | ||
Conversion price per share | $ 0.0001 | ||
Convertible note principal amount | $ 80,000 | ||
Convertible note accrued interest | $ 4,900 |
Loans Payable (Details)
Loans Payable (Details) | Dec. 31, 2018USD ($) |
Summary of maturities | |
Promissory note payable | $ 74,997 |
Less current portion | 110 |
Long term portion | $ 74,867 |
Loans Payable (Details 1)
Loans Payable (Details 1) | Dec. 31, 2018USD ($) |
Summary of long term maturities: | |
2019 | $ 110 |
2020 | 214 |
2021 | 419 |
2022 | 820 |
2023 thru 2028 | 73,414 |
Long term portion | $ 74,977 |
Loans Payable (Details Textual)
Loans Payable (Details Textual) | 12 Months Ended |
Dec. 31, 2018 | |
Promissory Note Payable [Member] | |
Loans Payable (Textual) | |
Description of debt instrument | Promissory note payable on July 18, 2018 for the sum of $75,000. The principal consists of $67,500 plus a $7,500 origination fee. The interest is sixty-nine percent per annum. The first payment of $6,330 is due September 1, 2018, and $4,318 thereafter. The maturity date of the Note is August 1, 2028. |
Secured Loans Payable [Member] | |
Loans Payable (Textual) | |
Description of debt instrument | Short term loans with various lenders for capital expansion secured by the Company’s assets in the amount of $1,749,970, which included finance cost of $624,810. The finance cost was amortized over the terms of the loans, which have various maturity dates ranging from October 2018 through February 2019. The term of the loans ranged from two months to six months. The net balance as of December 31, 2018 was $473,507, less the finance cost of $123,458. |
Loans Payable _ Related Party (
Loans Payable – Related Party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Loans Payable - Related Party [Abstract] | ||
Maturity date, description | The loans bear interest at various rates to be repaid over a period of three (3) years at various maturity dates. | |
Payments balance | $ 219,841 | |
Principal amount | 29,028 | |
Notes payable | $ 248,870 |
Capital Leases (Details)
Capital Leases (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Leases [Abstract] | ||
Capital lease | $ 36,006 | |
Less current portion | 9,088 | |
Total long-term liabilities | $ 26,918 |
Capital Leases (Details 1)
Capital Leases (Details 1) | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 9,088 |
2020 | 9,088 |
2021 | 9,088 |
2022 | 8,742 |
Total | $ 36,006 |
Capital Leases (Details Textual
Capital Leases (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Capital Lease (Textual) | |
Capital lease term | 60 months |
Lease price | $ / shares | $ 1 |
Monthly payments for lease | $ | $ 75,700 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Book loss | $ (2,388,460) | $ (2,092,700) |
Tax to book differences for deductible expenses | 11,280 | 14,740 |
Tax non deductible expenses | 517,000 | 1,646,400 |
Valuation Allowance | 1,860,180 | 431,560 |
Income tax expense |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
NOL carryover | $ 10,277,800 | $ 9,373,200 |
Other carryovers | 704,420 | 397,000 |
Deferred tax liabilities: | ||
Depreciation | (33,120) | 5,800 |
Less Valuation Allowance | (10,949,100) | (9,776,000) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | |
Jan. 31, 2018 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||
Net operating loss carry-forwards | $ 32,321,460 | |
U.S. federal corporate income tax rate | 21.00% | |
Provisional decrease | $ 10,949,100 | |
Valuation allowance | $ 10,949,100 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Mar. 13, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | Aug. 28, 2018 | Jun. 07, 2018 | May 31, 2018 | Apr. 02, 2018 | Dec. 31, 2017 |
Commitments and Contingencies (Textual) | |||||||||
Warrant reserve | $ 20,000 | $ 20,000 | |||||||
Convertible promissory note | $ 3,657,427 | 3,657,427 | $ 3,818,068 | ||||||
Mckinney [Member] | |||||||||
Commitments and Contingencies (Textual) | |||||||||
Base rent | $ 4,850 | ||||||||
June PowerUp Note [Member] | |||||||||
Commitments and Contingencies (Textual) | |||||||||
Convertible promissory note | $ 38,000 | $ 43,000 | |||||||
Common stock transfer | 633,934,425 | ||||||||
June PowerUp Note [Member] | Subsequent Event [Member] | |||||||||
Commitments and Contingencies (Textual) | |||||||||
Settlement agreement, description | The Company entered into a settlement agreement with PowerUp, pursuant to which, in full and final settlement of all claims asserted by PowerUp against the Company related to the PowerUp Notes, PowerUp elected to convert the PowerUp Notes, and upon the conversion of the PowerUp Notes (which the parties agreed to an aggregate outstanding balance of $127,403), the Company issued to PowerUp shares of the Company?s common stock at the conversion price of 61% of the Market Price (a 39% discount to Market Price) as defined in the PowerUp Notes). | ||||||||
Auctus Settlement Agreement [Member] | |||||||||
Commitments and Contingencies (Textual) | |||||||||
Convertible promissory note | $ 150,000 | $ 150,000 | |||||||
Auctus Settlement Agreement [Member] | Subsequent Event [Member] | |||||||||
Commitments and Contingencies (Textual) | |||||||||
Settlement agreement, description | An initial amount of 1,753,846,154 (a multiple of two times the anticipated conversion of the Auctus Settlement Value), which shall be increased within thirty calendar days to 5,261,538,462 shares (a multiple of six times the anticipated conversion of the Auctus Settlement Value) (the "Auctus Settlement Shares") of the common stock of the Company for issuance upon conversion by the Investor of the amounts owed under the Auctus Notes, in accordance with the terms of the Auctus Notes, including but not limited to the beneficial ownership limitations contained in the Auctus Notes, as contemporaneously with the Auctus Settlement Agreement. Such irrevocable authorization and reservation for the initial amount by the Company shall occur no later than one (1) business day, and for the increase no later than thirty calendar days, after the effective date of the Auctus Settlement Agreement. In addition to the foregoing, upon the sale by Auctus of the Auctus Settlement Shares as delivered to Auctus by the Company resulting in total net proceeds less than the Auctus Settlement Value, Auctus is entitled to additional Auctus Settlement Shares of the Company's common stock, if, after Auctus has sold all Auctus Settlement Shares, Auctus delivers a written notice to the Company certifying that Auctus is entitled to receive additional shares of the Company's common stock (the "Make-Whole Shares"), the number of Make-Whole Shares being equal to the greater of (i) zero and (ii) the quotient of (1) the difference of (x) the settlement value with respect to each sale of shares by Auctus after the delivery of the Auctus Settlement Shares, minus (y) the aggregate net consideration received by Auctus from the resale of all shares of common stock issued by the Company, divided by (2) the average trailing closing price for ten (10) trading days for the shares immediately preceding the date of delivery of the Make-Whole Shares. | ||||||||
Litigation Settlement amount | $ 570,000 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)CustomersVendors | Dec. 31, 2017USD ($)CustomersVendors | |
Customers [Member] | ||
Concentrations (Textual) | ||
Contract receivable | $ 210,365 | $ 98,038 |
Percentage of billings | 68.00% | 54.48% |
Number of customers | Customers | 4 | 4 |
Vendors [Member] | ||
Concentrations (Textual) | ||
Accounts payable | $ 97,974 | $ 63,886 |
Percentage of total expenses | 41.00% | 40.59% |
Number of vendors | Vendors | 3 | 5 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 03, 2019 | Jan. 16, 2019 | Apr. 24, 2019 | Apr. 23, 2019 | Apr. 19, 2019 | Apr. 17, 2019 | Mar. 20, 2019 | Apr. 23, 2018 | Mar. 29, 2019 |
Common Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Aggregate principal and interest amount | $ 396,173 | ||||||||
Aggregate shares of common stock | 700,389,733 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Subsequent event, description | The Company designated 4,000 shares of preferred stock as Series I. The Series I will have a stated value of $1,000 per share, and will be entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series I will not be entitled to any voting rights except as may be required by applicable law, and will not be convertible into common stock. The Company will have the right to redeem the Series I at any time while the Series I are outstanding at a price equal to the stated value plus any accrued but unpaid dividends. The Company will be required to redeem the Series I two years following the date that is the later of the (i) final closing of the tranche (as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed were a part of. | The Company filed a Series G Certificate of Designation with the Nevada Secretary of State (the “Series G Designation”). Pursuant to the Series G Designation, the Company may issue up to 6,000 shares of Series G preferred stock, each share having a stated value of $1,000, and pursuant to certain subscription agreements entered into with purchasers of the Series G preferred stock, each purchaser shall receive shares of the Company’s common stock equal to an amount of, for each share of Series G preferred stock purchased, five hundred dollars ($500) divided by the closing price on the date the Company receives the executed subscription documents and purchase price from such investor. | |||||||
Shares issued | 100,000 | ||||||||
Description of common stock shares authorized | 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 from 8,000,000,000 to 16,000,000,000. | ||||||||
Shares issued per share | $ 1,000 | ||||||||
Subsequent Event [Member] | Restricted Stock Grant Agreement [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Subsequent event, description | The Company entered into Restricted Stock Grant Agreements (the “April RSGAs”) with its Chief Executive Officer, Riggs Eckelberry, three members of the Board and five 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 April RSGAs are performance based shares and none have yet vested nor have any been issued. The April RSGAs provide for the issuance of up to an aggregate of 90,000,000 shares of the Company’s common stock as follows: 30,000,000 to the CEO, 5,000,000 to each of the other three members of the Board and an aggregate of 45,000,000 to five consultants 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 an aggregate of 45,000,000 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 an aggregate of 45,000,000 shares of its common stock | ||||||||
Subsequent Event [Member] | Series G preferred stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Aggregate shares of common stock | 165,598,887 | ||||||||
Subsequent event, description | The Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 530 shares of the Company’s Series G preferred stock for an aggregate purchase price of $530,000. | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Shares issued | 25,442,156 | ||||||||
Shares issued to consultants and one employee | 237,636,726 | ||||||||
Subsequent Event [Member] | Series I Preferred Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Aggregate shares sold | 345 | ||||||||
Aggregate purchase price | $ 345,000 | ||||||||
Subsequent Event [Member] | Series J Preferred Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Subsequent event, description | In connection with the Series I Designation and Series J Designation, the Company issued an aggregate of 172.5 shares of its Series J preferred stock to certain holders of its Series I and Series J Preferred Stock. |