Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 05, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | ORIGINCLEAR, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 526,305,492 | ||
Entity Public Float | $ 18,914,489 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001419793 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-147980 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 26-0287664 | ||
Entity Address, Address Line One | 13575 58th Street North | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Clearwater | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33760 | ||
City Area Code | (727) | ||
Local Phone Number | 440-4603 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 2738 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 141,421 | $ 409,591 |
Restricted cash | 565,000 | 6,530 |
Contracts receivable | 2,150,967 | 438,430 |
Fair value investment in securities | 198,918 | |
Contract assets | 378,932 | 148,734 |
Inventory assets | 2,850 | |
Other receivable | 3,799 | |
Prepaid expenses | 13,111 | 52,728 |
TOTAL CURRENT ASSETS | 3,451,199 | 1,059,812 |
NET PROPERTY AND EQUIPMENT | 213,391 | 258,206 |
OTHER ASSETS | ||
Long term assets held for sale | 514,000 | |
Fair value investment-securities | 17,600 | 8,000 |
Trademark | 4,467 | 4,467 |
TOTAL OTHER ASSETS | 536,067 | 12,467 |
TOTAL ASSETS | 4,200,657 | 1,330,485 |
Current Liabilities | ||
Accounts payable and other payable | 1,452,229 | 1,304,803 |
Accrued expenses | 1,533,404 | 1,542,816 |
Cumulative preferred stock dividends payable | 356,728 | 256,274 |
Contract liabilities | 1,886,946 | 340,551 |
Capital lease, current portion | 7,985 | 9,088 |
Customer deposit | 146,453 | 146,453 |
Warranty reserve | 20,000 | 20,000 |
Loan payable, merchant cash advance | 80,646 | 342,896 |
Loan payable, related party | 94,883 | |
Loans payable, SBA | 150,000 | 505,000 |
Derivative liabilities | 6,526,129 | 12,310,307 |
Preferred stock value | 160,000 | 175,000 |
Convertible promissory notes, net of discount of $3,743 and $17,929, respectively | 3,016,037 | 1,223,228 |
Total Current Liabilities | 16,277,207 | 22,759,116 |
Long Term Liabilities | ||
Capital lease, long term portion | 7,985 | |
Convertible promissory notes, net of discount of $0 and $0, respectively | 62,275 | 1,877,275 |
Total Long Term Liabilities | 62,275 | 1,885,260 |
Total Liabilities | 16,339,482 | 24,644,376 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ DEFICIT | ||
Subscription payable to purchase | 100,000 | 100,000 |
Preferred treasury stock,1,000 and 1,000 shares outstanding, respectively | ||
Common stock, $0.0001 par value, 16,000,000,000 shares authorized 306,883,932 and 65,052,688 equity shares issued and outstanding, respectively | 30,688 | 6,505 |
Additional paid in capital - Common stock | 75,720,147 | 64,265,217 |
Accumulated other comprehensive loss | (132) | (132) |
Accumulated deficit | (98,175,924) | (94,020,294) |
TOTAL SHAREHOLDERS’ DEFICIT | (22,321,917) | (29,645,300) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 4,200,657 | 1,330,485 |
Series F 8% Convertible Preferred Stock One | ||
Current Liabilities | ||
Preferred stock value | 100,000 | 100,000 |
Series G 8% Preferred Stock | ||
Current Liabilities | ||
Preferred stock value | 25,000 | 430,000 |
Series I 8% Preferred Stock | ||
Current Liabilities | ||
Preferred stock value | 235,000 | 797,400 |
Series K 8% Preferred Stock | ||
Current Liabilities | ||
Preferred stock value | 580,650 | 3,160,417 |
Series J Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 215,000 | 272,500 |
Series L Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 609,825 | 1,132,084 |
Series M Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 1,007,500 | 1,060,325 |
Series O 8% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 615,000 | 1,995,000 |
Series P Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 57,500 | 356,500 |
Series Q 12% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 515,000 | 1,025,000 |
Series R 10% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 3,432,267 | 490,000 |
Series S 12% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 170,000 | |
Series T 10% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 630,000 | |
Series U Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 1,066,500 | |
Series V Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 400,000 | |
Series W 12% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 744,500 | |
Series X Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 250,000 | |
Series Y Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 470,000 | |
Convertible preferred stock, total | 10,183,092 | 6,331,409 |
Series C Preferred Stock | ||
Current Liabilities | ||
Preferred stock value | ||
Series D-1 Preferred Stock | ||
Current Liabilities | ||
Preferred stock value | 3,150 | 3,250 |
Series E Preferred Stock | ||
Current Liabilities | ||
Preferred stock value | $ 154 | $ 154 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, redeemable value (in Dollars) | $ 160,000 | $ 175,000 |
Net of discount current (in Dollars) | 3,743 | 17,929 |
Long term net of discount current (in Dollars) | $ 0 | $ 0 |
Preferred treasury stock, shares outstanding | 1,000 | 1,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 16,000,000,000 | 16,000,000,000 |
Common stock, shares issued | 306,883,932 | 65,052,688 |
Common stock, shares outstanding | 306,883,932 | 65,052,688 |
Series F 8% Preferred Stock | ||
Preferred stock, shares issued | 160 | 175 |
Preferred stock, shares outstanding | 160 | 175 |
Series F 8% Convertible Preferred Stock One | ||
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Preferred stock, redeemable value (in Dollars) | $ 100,000 | $ 100,000 |
Preferred stock, redeemable value (in Dollars) | $ 100,000 | $ 100,000 |
Series G 8% Preferred Stock | ||
Preferred stock, shares issued | 25 | 430 |
Preferred stock, shares outstanding | 25 | 430 |
Preferred stock, redeemable value (in Dollars) | $ 25,000 | $ 430,000 |
Preferred stock, redeemable value (in Dollars) | $ 25,000 | $ 430,000 |
Series I 8% Preferred Stock | ||
Preferred stock, shares issued | 235 | 797 |
Preferred stock, shares outstanding | 235 | 797 |
Preferred stock, redeemable value (in Dollars) | $ 235,000 | $ 797,400 |
Preferred stock, redeemable value (in Dollars) | $ 235,000 | $ 797,400 |
Series K 8% Preferred Stock | ||
Preferred stock, shares issued | 581 | 3,160 |
Preferred stock, shares outstanding | 581 | 3,160 |
Preferred stock, redeemable value (in Dollars) | $ 580,650 | $ 3,160,417 |
Preferred stock, redeemable value (in Dollars) | 580,650 | 3,160,417 |
Series J Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 215,000 | $ 272,500 |
Convertible preferred stock, shares issued | 215 | 273 |
Convertible preferred stock, shares outstanding | 215 | 273 |
Series L Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 609,825 | $ 1,132,084 |
Convertible preferred stock, shares issued | 609.83 | 1,132 |
Convertible preferred stock, shares outstanding | 609.83 | 1,132 |
Series M Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 1,007,500 | $ 1,060,325 |
Convertible preferred stock, shares issued | 40,300 | 42,213 |
Convertible preferred stock, shares outstanding | 40,300 | 42,213 |
Series O 8% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 615,000 | $ 1,995,000 |
Convertible preferred stock, shares issued | 615 | 1,995 |
Convertible preferred stock, shares outstanding | 615 | 1,995 |
Series P Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 57,500 | $ 356,500 |
Convertible preferred stock, shares issued | 58 | 357 |
Convertible preferred stock, shares outstanding | 58 | 357 |
Series Q 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 515,000 | $ 1,025,000 |
Convertible preferred stock, shares issued | 615 | 1,025 |
Convertible preferred stock, shares outstanding | 615 | 1,025 |
Series R 10% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 3,432,267 | $ 490,000 |
Convertible preferred stock, shares issued | 3,432.27 | 490 |
Convertible preferred stock, shares outstanding | 3,432.27 | 490 |
Series S 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 170,000 | $ 0 |
Convertible preferred stock, shares issued | 170 | 0 |
Convertible preferred stock, shares outstanding | 170 | 0 |
Series T 10% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 630,000 | $ 0 |
Convertible preferred stock, shares issued | 630 | 0 |
Convertible preferred stock, shares outstanding | 630 | 0 |
Series U Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 1,066,500 | $ 0 |
Convertible preferred stock, shares issued | 1,066.5 | 0 |
Convertible preferred stock, shares outstanding | 1,066.5 | 0 |
Series V Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 400,000 | $ 0 |
Convertible preferred stock, shares issued | 4 | 0 |
Convertible preferred stock, shares outstanding | 4 | 0 |
Series W 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 744,500 | $ 0 |
Convertible preferred stock, shares issued | 744.5 | 0 |
Convertible preferred stock, shares outstanding | 744.5 | 0 |
Series X Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 250,000 | $ 0 |
Convertible preferred stock, shares issued | 250 | 0 |
Convertible preferred stock, shares outstanding | 250 | 0 |
Series Y Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 470,000 | $ 0 |
Convertible preferred stock, shares issued | 4.7 | 0 |
Convertible preferred stock, shares outstanding | 4.7 | 0 |
Series C Preferred Stock | ||
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Preferred stock, redeemable value (in Dollars) | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 550,000,000 | 550,000,000 |
Series D-1 Preferred Stock | ||
Preferred stock, shares issued | 31,500,000 | 32,500,000 |
Preferred stock, shares outstanding | 31,500,000 | 32,500,000 |
Preferred stock, redeemable value (in Dollars) | $ 3,150 | $ 3,250 |
Series E Preferred Stock | ||
Preferred stock, shares issued | 1,537,213 | 1,537,213 |
Preferred stock, shares outstanding | 1,537,213 | 1,537,213 |
Preferred stock, redeemable value (in Dollars) | $ 154 | $ 154 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 4,143,744 | $ 4,101,131 |
Cost of Goods Sold | 3,574,060 | 3,489,356 |
Gross Profit | 569,684 | 611,775 |
Operating Expenses | ||
Selling and marketing expenses | 2,841,331 | 1,557,842 |
General and administrative expenses | 3,612,988 | 3,602,586 |
Research and development | 110,338 | |
Depreciation and amortization expense | 44,817 | 52,247 |
Total Operating Expenses | 6,499,136 | 5,323,013 |
Loss from Operations | (5,929,452) | (4,711,238) |
OTHER INCOME (EXPENSE) | ||
Other income | 509,806 | 16,521 |
Impairment of asset for sale | (116,000) | (133,879) |
Gain on write off of loans payable | 152,233 | |
Gain/(Loss) on conversion of preferred stock | (1,364,250) | |
Loss on exchange of preferred stock | (40,000) | |
Unrealized gain(loss) on investment securities | 58,651 | (1,600) |
Gain on net change in derivative liability and conversion of debt | 5,838,830 | 19,359,866 |
Interest expense | (1,227,599) | (1,268,305) |
TOTAL OTHER INCOME (EXPENSE) | 3,811,671 | 17,972,603 |
NET INCOME (LOSS) | (2,117,781) | 13,261,365 |
WARRANTS DEEMED DIVIDENDS | (2,037,849) | |
NET (LOSS) ATTRIBUTABLE TO SHAREHOLDERS INCOME | $ (4,155,630) | $ 13,261,365 |
BASIC EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO SHAREHOLDERS’ (in Dollars per share) | $ (0.02) | $ 0.64 |
DILUTED EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO SHAREHOLDERS’ (in Dollars per share) | $ (0.02) | $ 0.04 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, | ||
BASIC (in Shares) | 180,500,778 | 20,651,668 |
DILUTED (in Shares) | 180,500,778 | 312,352,351 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Preferred stock | Common stock | Additional Paid-in-Capital | Subscription Payable | Accumulated Other Comprehensive loss | Accumulated Deficit | Mezzanine Equity | Total |
Balance at Dec. 31, 2019 | $ 4,067 | $ 486 | $ 62,711,339 | $ (134) | $ (107,281,659) | $ 2,204,025 | $ (44,565,901) | |
Balance (in Shares) at Dec. 31, 2019 | 40,640,649 | 4,854,993 | ||||||
Rounding | $ (3) | $ (1) | (1) | (5) | ||||
Common stock issuance for conversion of debt and accrued interest | $ 1,928 | 390,922 | 392,850 | |||||
Common stock issuance for conversion of debt and accrued interest (in Shares) | 19,276,917 | |||||||
Common stock issued at fair value for services | $ 774 | 414,262 | 415,036 | |||||
Common stock issued at fair value for services (in Shares) | 7,750,037 | |||||||
Common stock issued for conversion of Series D-1 Preferred stock | $ (600) | $ 30 | 24,348 | 23,778 | ||||
Common stock issued for conversion of Series D-1 Preferred stock (in Shares) | (6,000,000) | 295,141 | ||||||
Common stock issued for conversion of Series E Preferred stock | $ (60) | $ 3 | 57 | |||||
Common stock issued for conversion of Series E Preferred stock (in Shares) | (602,436) | 30,124 | ||||||
Common stock issued for conversion of Series J Preferred stock | $ 231 | 75,969 | (76,200) | 76,200 | ||||
Common stock issued for conversion of Series J Preferred stock (in Shares) | 2,313,689 | |||||||
Common stock issued for conversion of Series L Preferred stock | $ 1,849 | 446,276 | (448,125) | 448,125 | ||||
Common stock issued for conversion of Series L Preferred stock (in Shares) | 18,486,913 | |||||||
Common stock issued for conversion of Series M Preferred stock | $ 14 | 7,986 | (8,000) | 8,000 | ||||
Common stock issued for conversion of Series M Preferred stock (in Shares) | 137,052 | |||||||
Common stock issued for conversion of Series O Preferred stock | $ 69 | (69) | 1,670,000 | |||||
Common stock issued for conversion of Series O Preferred stock (in Shares) | 688,205 | |||||||
Common stock issued for conversion of Series P Preferred stock | $ 808 | 141,442 | (142,250) | 142,250 | ||||
Common stock issued for conversion of Series P Preferred stock (in Shares) | 8,079,477 | |||||||
Exchange of Series F Preferred stock to Series Q Preferred stock | $ 314 | 52,686 | (53,000) | 53,000 | ||||
Exchange of Series F Preferred stock to Series Q Preferred stock | 3,140,140 | |||||||
Issuance of Series M Preferred stock through a private placement | 213,300 | |||||||
Issuance of Series K Preferred stock with issuance of Series L through a private placement | 580,000 | |||||||
Issuance of Series P Preferred stock with issuance of Series O through a private placement | 417,500 | |||||||
Issuance of Series R Preferred stock through a private placement | 490,000 | |||||||
Exchange of Series F Preferred stock for Series Q Preferred stock | 1,278,000 | |||||||
Exchange of Series F Preferred stock for Series O/P | 206,159 | |||||||
Subscription payable-common stock | 100,000 | 100,000 | ||||||
Comprehensive gain | 2 | 2 | ||||||
Net Income (loss) | 13,261,365 | 13,261,365 | ||||||
Balance at Dec. 31, 2020 | $ 3,404 | $ 6,505 | 64,265,217 | 100,000 | (132) | (94,020,294) | 6,331,409 | (29,645,300) |
Balance (in Shares) at Dec. 31, 2020 | 34,038,213 | 65,052,688 | ||||||
Common stock issuance for conversion of debt and accrued interest | $ 1,393 | 132,312 | 133,705 | |||||
Common stock issuance for conversion of debt and accrued interest (in Shares) | 13,927,622 | |||||||
Common stock issued at fair value for services | $ 3,348 | 2,226,347 | 2,229,695 | |||||
Common stock issued at fair value for services (in Shares) | 33,476,294 | |||||||
Common stock issued for conversion of Series D-1 Preferred stock | $ (100) | $ 7 | 5,547 | 5,454 | ||||
Common stock issued for conversion of Series D-1 Preferred stock (in Shares) | (1,000,000) | 68,571 | ||||||
Common stock issued for conversion of Series J Preferred stock | $ 170 | 57,330 | (57,500) | 57,500 | ||||
Common stock issued for conversion of Series J Preferred stock (in Shares) | 1,705,023 | |||||||
Common stock issued for conversion of Series L Preferred stock | $ 1,862 | 520,895 | (522,757) | 522,757 | ||||
Common stock issued for conversion of Series L Preferred stock (in Shares) | 18,624,403 | |||||||
Common stock issued for Series O Preferred stock dividends | $ 79 | (79) | ||||||
Common stock issued for Series O Preferred stock dividends (in Shares) | 790,089 | |||||||
Common stock issued for conversion of Series O Preferred stock | $ 3,687 | 1,256,313 | (1,260,000) | 1,260,000 | ||||
Common stock issued for conversion of Series O Preferred stock (in Shares) | 36,868,798 | |||||||
Common stock issued for conversion of Series P Preferred stock | $ 956 | 298,044 | (299,000) | 299,000 | ||||
Common stock issued for conversion of Series P Preferred stock (in Shares) | 9,558,329 | |||||||
Common stock issued for conversion of Series Q Preferred stock | $ 1,506 | 523,494 | (525,000) | 525,000 | ||||
Common stock issued for conversion of Series Q Preferred stock (in Shares) | 15,064,168 | |||||||
Common stock issued for conversion of Series R Preferred stock | $ 7,911 | 1,924,739 | (1,932,650) | 1,932,650 | ||||
Common stock issued for conversion of Series R Preferred stock (in Shares) | 79,112,450 | |||||||
Common stock issued for conversion of Series S Preferred stock | $ 550 | 194,450 | (195,000) | 195,000 | ||||
Common stock issued for conversion of Series S Preferred stock (in Shares) | 5,495,406 | |||||||
Common stock issued in conjunction with the sale of Series X Preferred stock | $ 180 | (180) | ||||||
Common stock issued in conjunction with the sale of Series X Preferred stock (in Shares) | 1,798,562 | |||||||
Common stock issued for conversion of Series U Preferred stock | $ 1,617 | 493,383 | (495,000) | 495,000 | ||||
Common stock issued for conversion of Series U Preferred stock (in Shares) | 16,169,815 | |||||||
Common stock issued for conversion of Series W Preferred stock | $ 754 | 257,746 | (258,500) | 258,500 | ||||
Common stock issued for conversion of Series W Preferred stock (in Shares) | 7,538,432 | |||||||
Common stock issued for make good shares for Series P Preferred Stock | $ 63 | (63) | ||||||
Common stock issued for make good shares for Series P Preferred Stock (in Shares) | 633,282 | |||||||
Issuance of Series M Preferred stock through a private placement | 29,425 | |||||||
Issuance of Series R Preferred stock through a private placement | 2,480,750 | |||||||
Exercise of warrants purchased for cash | $ 100 | 49,900 | 50,000 | |||||
Exercise of warrants purchased for cash (in Shares) | 1,000,000 | |||||||
Issuance of Series T Preferred stock in exchange for property | 630,000 | |||||||
Issuance of Series U Preferred stock through a private placement | 1,960,000 | |||||||
Issuance of Series Y Preferred stock through a private placement | 470,000 | |||||||
Issuance of Series X Preferred stock through a private placement | 250,000 | |||||||
Exchange of Series F Preferred stock for Series Q Preferred stock | 15,000 | |||||||
Exchange of Series G Preferred Stock for Series R Preferred stock | 15,000 | |||||||
Exchange of Series G Preferred Stock for Series S Preferred stock | 365,000 | |||||||
Exchange of Series I Preferred Stock for Series R Preferred stock | 317,400 | |||||||
Exchange of Series I Preferred Stock for Series W Preferred stock | 245,000 | |||||||
Exchange of Series K Preferred Stock for Series R Preferred stock | 1,821,765 | |||||||
Exchange of Series K Preferred Stock for Series W Preferred stock | 758,000 | |||||||
Exchange of Series M Preferred Stock for Series R Preferred stock | 40,000 | |||||||
Loss on issuance of Preferred stock | 125,000 | 125,000 | ||||||
Loss on conversion of Preferred Stock | 1,239,250 | 1,239,250 | ||||||
Adjustment to Series L Preferred stock | (500) | 500 | (500) | |||||
Issuance of common stock warrants deemed dividends | 2,037,849 | (2,037,849) | ||||||
Adjustment to Series M Preferred stock | 750 | (750) | 750 | |||||
Stock based compensation | 112,403 | 112,403 | ||||||
Net Income (loss) | (2,117,781) | (2,117,781) | ||||||
Balance at Dec. 31, 2021 | $ 3,304 | $ 30,688 | $ 75,720,147 | $ 100,000 | $ (132) | $ (98,175,924) | $ 10,183,092 | $ (22,321,917) |
Balance (in Shares) at Dec. 31, 2021 | 33,038,213 | 306,883,932 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ (2,117,781) | $ 13,261,365 |
Adjustment to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation and amortization | 44,817 | 52,247 |
Interest expense associated with preferred stock issuance | 1,078,659 | |
Stock compensation expense | 112,403 | |
Gain on convertible note receivable | (149,867) | |
Common and preferred stock issued for services | 2,229,695 | 438,814 |
(Gain) Loss on net change in valuation of derivative liability | (5,838,830) | (19,359,866) |
Debt discount recognized as interest expense | 68,839 | 11,774 |
Net unrealized (gain)loss on fair value of securities | (58,651) | 1,600 |
Loss on exchange of preferred stock | 40,000 | |
Loss on issuance of preferred stock | 125,000 | |
SBA loans forgiven | (355,000) | |
Impairment of assets held for sale | 116,000 | |
Impairment expense for convertible note receivable | 133,879 | |
(Gain) Loss on conversion of preferred stock | 1,239,250 | |
(Gain) on write off of other payables | (152,233) | |
Interest receivable on convertible note receivable | (16,000) | |
Contracts receivable | (1,712,537) | 84,481 |
Contract asset | (230,198) | (122,447) |
Inventory asset | (2,850) | |
Prepaid expenses and other assets | 39,617 | (1,745) |
Other receivable | 3,797 | (1,299) |
Accounts payable | 160,406 | 82,758 |
Accrued expenses | 48,598 | 457,352 |
Contract liabilities | 1,546,395 | (87,458) |
Customer deposit | 9,688 | |
NET CASH USED IN OPERATING ACTIVITIES | (4,843,130) | (3,976,198) |
Purchase of fixed assets | (18,000) | (13,884) |
NET CASH USED IN INVESTING ACTIVITIES | (18,000) | (13,884) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on capital lease | (9,088) | (9,088) |
Proceeds from SBA loans | 505,000 | |
Repayment of loans, net | (105,000) | (84,318) |
Repayment of loans, related party, net | (94,883) | (92,170) |
Redemption of preferred stock | (25,000) | |
Net payments on cumulative preferred stock dividends payable | 100,454 | 163,802 |
Proceeds on convertible promissory notes | (15,228) | |
Proceeds for the purchase of warrants | 50,000 | |
Net proceeds for issuance of preferred stock for cash - mezzanine classification | 5,190,175 | 2,373,300 |
Net proceeds for issuance of preferred stock for cash - liability classification | 1,059,767 | |
Net proceeds from convertible notes | 60,000 | (704) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,151,430 | 3,915,589 |
NET INCREASE IN CASH | 290,300 | (74,493) |
CASH BEGINNING OF YEAR | 416,121 | 490,614 |
CASH END OF YEAR | 706,421 | 416,121 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest and dividends paid | 828,638 | 23,186 |
Taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||
Common stock issued at fair value for conversion of debt, plus accrued interest, and other fees | 133,705 | 392,850 |
Other payable for fixed asset with common stock subscription | 179,500 | |
Issuance of Series T preferred shares in exchange for property | 630,000 | |
Issuance of Series O dividends | 79 | 69 |
Preferred stock converted to common stock | 5,545,409 | 727,635 |
Exchange from liability to mezzanine | 3,537,167 | |
Warrants deemed dividends | 2,037,849 | |
Derivative discount issued on notes payable | $ 54,652 |
Organization and Line of Busine
Organization and Line of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [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 principal 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, 2021, OCT has limited assets and no current 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. On April 13, 2021, OriginClear announced that it had created a wholly-owned subsidiary called Water On Demand #1, Inc. (WOD #1), to offer private businesses the ability to pay for their water treatment and purification services on a pay-per-gallon basis. The Company is in the process of selecting a use case for delivering such services, commonly known as Design-Build-Own-Operate or DBOO. The program cannot move forward without capital invested into WOD #1. On May 10, 2021, OriginClear announced that it had recently filed “System And Method For Water Treatment Incentive”, a patent application for using blockchain technology and non-fungible tokens (NFT) to simplify the distribution of payments on outsourced water treatment and purification services billed on a pay-per-gallon basis ahead of inflation. The Company is currently developing this blockchain technology and NFT under the name $H2O, and applied for a trademark for this name on May 16, 2021. The Company is aware of a high level of regulatory oversight in this area, and if implementation of $H20 is delayed or terminated altogether by reason of regulatory issues, it will employ traditional payment systems. In November 2021, the Company created additional Water on Demand (WOD) subsidiaries – Water on Demand # 2, Inc. (WOD # 2), Water on Demand # 3, Inc. (WOD # 3) and Water on Demand # 4, Inc. (WOD # 4). Each Subsidiary is wholly owned by OriginClear, Inc. These subsidiaries were created in order to align the incentives of each strategic partner that the Company has engaged more closely with the results of their own business development activities. Each WOD subsidiary is associated with different strategic partners who are compensated based on the profitability of that WOD subsidiary. Line of Business OriginClear is a provider of water treatment solutions and master licensee of a breakthrough water equipment technology. This technology enables the Company to offer prefabricated, modular water systems, which are suited for local businesses. The Company also plans to deploy this technology for outsourced water treatment programs in which the customer pays by the gallon, without capital expenditure. Blockchain technology may be employed to streamline payments. 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. 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, 2021 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, 2021, the Company obtained funds from the issuance of convertible note agreements and from sales of its preferred stock. Management believes this funding will continue from its’ current investors and from new investors. The Company also generated revenue of $4,143,744 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 restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. |
Summary of Significant Accounti
Summary of Significant Accounting Polices | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, the cash balance in excess of the FDIC limits was $440,954. 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. Net Earnings (Loss) per Share Calculations Basic loss per share calculation is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similarly to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted earnings per share were not the same as the basic loss per share for the years ended December 31, 2021 and 2020, respectively, as the inclusion of any potential shares in the year ended December 31, 2021, would have had an anti-dilutive effect due to the Company generating a loss. For the Years Ended 2021 2020 Income (Loss) to common shareholders (Numerator) $ (4,155,630 ) $ 13,261,365 Basic weighted average number of common shares outstanding (Denominator) 180,500,778 20,651,668 Diluted weighted average number of common shares outstanding (Denominator) 180,500,778 312,352,351 The Company excludes issuable shares from warrants, convertible notes and preferred stock, if their impact on the loss per share is anti-dilutive and includes the issuable shares if their impact is dilutive. Anti-dilutive Dilutive December 31, 2021 Warrant shares 206,638,283 - Convertible debt shares 407,916,803 - Preferred shares 33,037,213 - December 31, 2020 Warrant shares 9,922,044 6,000,000 Convertible debt shares 17,954,000 306,352,351 Preferred shares 34,037,213 - 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 $0 and $0 as of December 31, 2021 and 2020, respectively. The net contract receivable balance was $2,150,967 and $438,430 at December 31, 2021 and 2020, 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, 2021 and 2020, 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 $0 and $110,338 for the years ended December 31, 2021 and 2020, respectively. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $184,017 and $211,296 for the years ended December 31, 2021 and 2020, 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 December 31, 2021 2020 Machinery and Equipment $ 383,569 $ 383,569 Computer Equipment 62,854 62,854 Furniture 29,810 29,810 Leasehold Improvements 26,725 26,725 Vehicles 64,276 64,276 Demo Units 36,139 36,139 603,373 603,373 Less accumulated depreciation (389,982 ) (345,167 ) Net Property and Equipment $ 213,391 $ 258,206 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 the 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, 2021 and 2020, was $44,817 and $52,247, respectively. 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 vest immediately and the total stock-based compensation charge is recorded in the period of the measurement date. Accounting for Derivatives The Company evaluates all 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 the 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 to recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2021, 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, 2021 and 2020. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities, December 31, 2021 $ 216,518 $ 216,518 $ - $ - Investment at fair value-securities, December 31, 2020 $ 8,000 $ 8,000 $ - $ - Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2021 $ 6,526,129 $ - $ - $ 6,526,129 Derivative Liability, December 31, 2020 $ 12,310,307 $ - $ - $ 12,310,307 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, 2020 $ 31,640,470 Fair value of derivative liabilities issued 29,703 Net gain on conversion of debt and change in derivative liability (19,359,866 ) Balance as of December 31, 2020 12,310,307 Fair value of derivative liabilities issued 54,652 Net gain on conversion of debt and change in derivative liability (5,838,830 ) Balance as of December 31, 2021 $ 6,526,129 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: 12/31/2021 12/31/2020 Risk free interest rate 0.05% - 0.73 % 0.08% - 0.13% Stock volatility factor 94.0% - 199.0 % 127.0% - 249.0% Weighted average expected option life 6 mos - 5 yrs 6 mos - 5 yrs 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. Reclassification Certain prior period accounts and balances have been reclassified to current period presentation for comparative purposes. 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. Recently Issued Accounting Pronouncements In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard did not have a material impact on the Company’s audited consolidated financial statements. 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 has evaluated the impact of the adoption of ASU 2017-12 on the Company’s audited consolidated financial statements, which had no material impact. 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 adopted ASU 2018-07 on the January 1, 2019. The adoption of the new standard did not have a material impact on the Company’s audited consolidated 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, 2021 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | 3. CAPITAL STOCK Preferred Stock 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 holder of Series C preferred stock is not entitled to receive dividends, is not entitled to any liquidation preference and shares of Series C preferred stock does not have any conversion rights. The Series C Preferred Stock entitles the holder to 51% of the total voting power of our stockholders. 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, 2021, there were 1,000 shares of Series C preferred stock outstanding held by Mr. Eckelberry. Series D-1 On April 13, 2018, the Company designated 50,000,000 shares of its authorized preferred stock as Series D-1 preferred stock. The shares of Series D-1 preferred stock are not entitled to dividends and do not have a liquidation preference. Each share of Series D-1 preferred stock is convertible into 0.0005 of one share of common stock. The Series D-1 preferred stock may not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of our outstanding common stock, which amount may be increased to 9.99% at the holders discretion upon 61 days’ written notice. During the year ended December 31, 2021, the Company issued 68,571 shares of common stock upon conversion of 1,000,000 shares of Series D-1 preferred stock with a fair value of $5,454 using the closing stock price on April 15, 2021. The Company did not recognize any gain or loss on the conversion, as the shares were converted within the terms of the agreement. As of December 31, 2021, there were 31,500,000 shares of Series D-1 preferred stock issued and outstanding. Series E On August 14, 2018, the Company designated 4,000,000 shares of its authorized preferred stock as Series E preferred stock. The shares of Series E preferred stock are not entitled to dividends and not have a liquidation preference. Each share of Series E preferred stock is convertible into 0.05 shares of common stock. The shares of Series E preferred stock do not carry any voting rights. The Series E preferred stock may not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of our outstanding common stock which amount may be increased to 9.99% at the holder’s discretion. There were no shares of Series E preferred stock converted during the year ended December 31, 2021. As of December 31, 2021, there were 1,537,213 shares of Series E preferred stock issued and outstanding. Series F On August 14, 2018, the Company designated 6,000 shares as Series F preferred stock. The shares of Series F preferred stock have a liquidation preference equal to the stated value of $1,000 per share plus any accrued but unpaid dividends. The Series F preferred stock is not convertible into common stock. The holders of outstanding shares of Series F preferred stock are entitled to quarterly dividends at the annual rate of 8% of the stated value, in preference to any dividends on the 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 was required to redeem all outstanding shares of Series F preferred stock on September 1, 2020. During the year ended December 31, 2021, the Company exchanged 15 shares of Series F preferred stock for 15 shares of Series Q preferred stock. As of December 31, 2021, there were 260 shares of Series F preferred stock issued and outstanding. As of December 31, 2021, a holder of 100 of such outstanding shares of Series F preferred stock, agreed that the Company would have no obligation to redeem such holder’s shares of Series F preferred stock prior to September 1, 2022, and the Company agreed to pay such holder, in addition to any dividends payable on such holder’s Series F preferred stock, an annual fee of 4% of the stated value of such holder’s shares of Series F preferred stock. As of December 31, 2021, the Company had 160 outstanding shares of Series F preferred stock (excluding the 100 shares mentioned above), which the Company was required to, and failed to redeem on September 1, 2020, and was in default for an aggregate redemption price (equal to the stated value) of $160,000. Series G On January 16, 2019, the Company designated 6,000 shares as Series G preferred stock, each share having a stated value of $1,000 per share and holders of Series G preferred stock are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly. The Series G preferred stock does not have voting rights, except as required by law and is not convertible into common stock. The Company may, in its sole discretion, at any time while the Series G preferred stock is outstanding, redeem all or any portion of the outstanding Series G preferred stock at a price equal to the stated value plus any accrued but unpaid dividends. The Company was required to redeem such shares of Series G preferred stock on April 30, 2021, at a price equal to the stated value plus any accrued but unpaid dividends. Pursuant to certain subscription agreements entered into with purchasers of the Series G preferred stock, each purchaser received 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. During the year ended December 31, 2021, 380 shares of Series G preferred stock were exchanged for 365 shares of Series S preferred stock, and 15 shares of Series R preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. During the year ended December 31, 2021, the Company redeemed 25 shares id Series G preferred stock equal to the stated value of $25,000. As of December 31, 2021, there were 25 shares of Series G preferred stock issued and outstanding, which the Company was required to, and failed to redeem on April 30, 2021, for an aggregate redemption price (equal to the stated value) of $25,000. Series I On April 3, 2019, the Company designated 4,000 shares of preferred stock as Series I. The Series I has a stated value of $1,000 per share. Series I holders are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of each fiscal quarter. The Series I is not entitled to any voting rights except as may be required by applicable law, and are not convertible into common stock. The Company has 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 is 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 was required to redeem such shares of Series I between May 2, 2021 and June 10, 2021, at a price equal to the stated value plus any accrued but unpaid dividends. The issuances of the shares were accounted for under ASC 480-10-25-4, which requires liability treatment for certain mandatorily redeemable financial instruments, and the cumulative dividends are recorded as interest expense. During the year ended December 31, 2021, 562 shares of Series I preferred stock were exchanged for 317 shares of Series R preferred stock, and 245 shares of Series W preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, 2021, there were 235 shares of Series I preferred stock issued and outstanding which the Company was required to, and failed to redeem between May 2, 2021, and June 10, 2021, for an aggregate redemption price (equal to the stated value) of $235,000. Series J On April 3, 2019, the Company designated 100,000 shares of preferred stock as Series J. The Series J has a stated value of $1,000 per share and holders are entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series J preferred stock is convertible into 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 prior investors. During the year ended December 31, 2021, the Company issued 1,705,023 shares of common stock upon the conversion of 57.5 shares of Series J preferred stock for a state value of $57,500. For the year ended December 31, 2021, the Company recognized a loss on conversion of Series J preferred stock in the amount of $75,284. As of December 31, 2021, there were 215 shares of Series J preferred stock issued and outstanding. Series K On June 3, 2019, the Company designated 4,000 shares of preferred stock as Series K. The Series K has a stated value of $1,000 per share. Series K holders are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of each fiscal quarter. The Series K is not entitled to any voting rights except as may be required by applicable law, and is not convertible into common stock. The Company has the right to redeem the Series K at any time while the Series K are outstanding at a price equal to the stated value plus any accrued but unpaid dividends. The Company is required to redeem the Series K 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 is required to redeem such shares of Series K between August 5, 2021 and April 24, 2022, at a price equal to the stated value plus any accrued but unpaid dividends. The issuances of the shares were accounted for under ASC 480-10-25-4, which requires liability treatment for certain mandatorily redeemable financial instruments, and the cumulative dividends are recorded as interest expense. During the year ended December 31, 2021, 2,580 shares of Series K preferred stock were exchanged for 1,822 shares of Series R preferred stock, and 758 shares of Series W preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, 2021, there were 581 shares of Series K preferred stock issued and outstanding. Of these 581 shares, the Company was required to, and failed to redeem between August 5, 2021 and December 27, 2021, an aggregate of 476 such shares for an aggregate redemption price (equal to the stated value) of $476,000. Series L On June 3, 2019, the Company designated 100,000 shares of preferred stock as Series L. The Series L has a stated value of $1,000 per share and holders are entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series L preferred stock is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Series L COD, which includes certain make-good shares for certain prior investors. During the year ended December 31, 2021, the Company issued an aggregate of 18,624,403 shares of common stock upon conversion of 522 shares of Series L preferred stock, for a loss in the amount of $828,451. As of December 31, 2021, there were 610 shares of Series L preferred stock issued and outstanding. Series M Pursuant to the Amended and Restated Certificate of Designation of Series M Preferred Stock filed with the Secretary of State of Nevada on July 1, 2020, the Company designated 800,000 shares of its preferred stock as Series M Preferred Stock. Each share of Series M Preferred Stock has a stated value of $25. The Series M Preferred Stock is not convertible into common stock. The holders of outstanding shares of Series M Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the common stock. The Series M Preferred Stock is entitled to a liquidation preference in an amount equal to $25 per share plus any declared but unpaid dividends, before any payments to holders of common stock. The Series M Preferred Stock have no pre-emptive or subscription rights, and there are no sinking fund provisions applicable to the Series M Preferred Stock. The Series M Preferred Stock does not have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series M Preferred Stock. To the extent it may lawfully do so, the Company may, in its sole discretion, at any time when there are outstanding shares of Series M Preferred Stock, redeem any or all of the then outstanding shares of Series M Preferred Stock at a redemption price of $37.50 per share (150% of the stated value) plus any accrued but unpaid dividends. During the year ended December 31, 2021, prior to the terms of the Series M preferred stock being amended, holders of Series M preferred stock converted an aggregate of 320 Series M shares into an aggregate of 137,052 shares of the Company’s common stock. The Company did not recognize a gain or loss since the shares were converted within the terms of the agreement. During the year ended December 31, 2021, the Company issued an aggregate of 1,177 shares of Series M preferred stock for an aggregate purchase price of $29,425 and exchanged an aggregate of 3,200 shares of Series M preferred stock for 120 shares of Series R preferred stock and 1.5 shares of Series U preferred stock and recognized a loss on the exchanges in the amount of $40,000. As of December 31, 2021, there were 40,300 shares of Series M preferred stock issued and outstanding. Series O On April 27, 2020, the Company designated 2,000 shares of preferred stock as Series O preferred stock. The Series O preferred stock has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends (i) in cash at an annual rate of 8% of the stated value, and (ii) in shares of common stock of the Company (valued based on the conversion price as in effect on the last trading day of the applicable fiscal quarter) at an annual rate of 4% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series O preferred stock has a liquidation preference equal to the stated value plus any accrued but unpaid dividends, in preference to the common stock. The Series O preferred stock has no preemptive or subscription rights, and there is no sinking fund provision applicable to the Series O preferred stock. The Series O preferred stock does not have voting rights except as required by law. The Series O preferred stock is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series O preferred stock being converted by the conversion price, provided that, the Series O may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price is equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series O preferred stock at any time while the Series O preferred stock are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. The cumulative dividends are recorded as interest expense. During the year ended December 31, 2021, the Company issued an aggregate of 36,868,798 shares of common stock upon conversion of 1,260 shares of Series O preferred stock, and exchanged an aggregate of 120 shares of Series O preferred stock for 120 shares of Series R preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, 2021, there were 615 shares of Series O preferred stock issued and outstanding, and during the year ended December 31, 2021, the Company issued an aggregate of 790,089 shares of common stock in prorated 4% annualized dividends. Series P On April 27, 2020, the Company designated 500 shares of preferred stock as Series P preferred stock. The Series P preferred stock has a stated value of $1,000 per share, and entitles holders to receive dividends on an as-converted basis with the Company’s common stock. The Series P preferred stock is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Certificate of Designation of Series P preferred stock, which includes certain make-good shares for certain prior investors, and provided that, the Series P preferred stock may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Series P preferred stock entitles the holders to a payment on an as-converted and pari passu basis with the common stock upon any liquidation. The Series P preferred stock has no preemptive or subscription rights, and there is no sinking fund or redemption provisions applicable to the Series P preferred stock. The Series P preferred stock votes on an as-converted basis with the common stock, subject to the beneficial ownership limitation. During the year ended December 31, 2021, the Company issued an aggregate of 10,191,611 shares of common stock upon conversion of 299 shares of Series P preferred stock. For the year ended December 31, 2021, the Company recognized a loss on conversion of Series P preferred stock in the amount of $335,515. As of December 31, 2021, there were 57.5 shares of Series P preferred stock issued and outstanding. Series Q On August 21, 2020, the Company designated 2,000 shares of preferred stock as Series Q Preferred Stock. The Series Q Preferred Stock has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series Q Preferred Stock has a liquidation preference equal to the stated value plus any accrued but unpaid dividends, in preference to the common stock. The Series Q Preferred Stock has no preemptive or subscription rights, and there is no sinking fund provision applicable to the Series Q Preferred Stock. The Series Q Preferred Stock does not have voting rights except as required by law. The Series Q Preferred Stock is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series Q Preferred Stock being converted by the conversion price, provided that, the Series Q may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company will have the right (but no obligation) to redeem the Series Q Preferred Stock at any time while the Series Q Preferred Stock are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. The cumulative dividends are recorded as interest expense. During the year ended December 31, 2021, the Company issued an aggregate of 15,064,168 shares of common stock upon conversion of 525 shares of Series Q preferred stock, and exchanged 15 shares of Series F preferred stock for 15 shares of Series Q preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, 2021, there were 515 shares of Series Q preferred stock issued and outstanding. Series R On November 16, 2020, the Company designated 5,000 shares of preferred stock as Series R. The Series R has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 10% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series R holders are not entitled to any voting rights except as may be required by applicable law. The Series R is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series R being converted by the conversion price; certain prior investors will also be entitled to certain make-good shares; provided that, the Series R may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company will have the right (but no obligation) to redeem the Series R at any time while the Series R are outstanding at a redemption price equal to, if paid in cash, the stated value plus any accrued but unpaid cash dividends, or, if paid in shares of common stock, in an amount of shares determined by dividing the stated value being redeemed by the conversion price. The subscribers were offered warrants with the purchase of Series R. During the year ended December 31, 2021, the Company issued an aggregate of 2,481 shares of Series R preferred stock for an aggregate purchase price of $2,480,750 and exchanged an aggregate of 15 shares of Series G preferred stock, 317 shares of Series I preferred stock, 1,822 shares of Series K preferred stock, 3,200 shares of Series M preferred stock, and 120 shares of Series O preferred stock for an aggregate of 2,394 shares of Series R preferred stock, and issued an aggregate of 79,112,450 shares of common stock upon conversion of 1,933 shares of Series R preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, 2021, there were 3,432 shares of Series R preferred stock along with 101,498,340 Series A warrants (with an exercise price of $0.05) and 49,177,670 Series B warrants (with an exercise price of $0.10) issued and outstanding with a fair value of $11,181,822 on the original issuance. The warrants were valued using the Black Scholes model (see additional information under warrants footnote). Series S On February 5, 2021, the Company designated 430 shares of preferred stock as Series S. The Series S has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series S holders are not entitled to any voting rights except as may be required by applicable law. The Series S is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series S being converted by the conversion price, provided that, the Series S may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series S at any time while the Series S are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. During the year ended December 31, 2021, the Company issued an aggregate 365 shares of Series S preferred stock in exchange for an aggregate of 365 Series G preferred stock and issued an aggregate of 5,495,406 shares of common stock upon conversion of 195 shares of Series S preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of December 31, 2021, there were 170 shares of Series S preferred stock issued and outstanding. Series T On February 24, 2021, the Company designated 630 shares of preferred stock as Series T. The Series T has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 10% of the stated value, payable monthly. The Series T holders are not entitled to any voting rights except as may be required by applicable law. The Series T is convertible into common stock of the Company pursuant to the Series T COD, provided that, the Series T may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Company will have the right (but no obligation) to redeem the Series T at any time while the Series T are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. On March 1, 2021, the Company issued an aggregate of 630 shares of Series T Preferred Stock to an accredited investor (the “Purchaser’’) per terms of a Securities Purchase Agreement (the “SPA”). Per the SPA, the Company agreed to sell to Purchaser, and Purchaser agreed to purchase from the Company, 630 shares of the Company’s Series T, and two-year cashless warrants to acquire 25,200,000 shares of the Company’s common stock, valued at $0.05 per share per terms of the SPA, which may be exercised at any time in whole or in part. Per the SPA, the Series T, including any convertible shares acquired pursuant to exercise of the warrants, the Company shall pay 10% annual dividends in cash, paid monthly. Purchaser may convert any portion of the Series T, including convertible shares acquired pursuant to exercise of the warrants, at any time into shares of the Company’s common stock at an agreed upon conversion rate per terms of the SPA. The purchaser and the Company agreed that in lieu of the purchase price for the Series T, the Purchaser transferred to the Company real property, with an aggregate value agreed to be $630,000 based on an appraisal from an international independent company. The real property consists of residential real estate in Buenos Aires Argentina valued at $580,000, and eight undeveloped lots valued at $50,000 in Terralta private neighborhood development. The real property exchanged for 630 shares of Series T was recorded at $630,000 and reflected on the balance sheet as a long term asset for sale. The fair value of the warrants associated with acquiring 25,200,000 preferred shares were valued at $2,037,849, using the Black Scholes model and accounted for as deemed dividends and reflected in stockholder’s equity as accumulated paid in capital. The Company has actively listed the residential real property for sale since July 2021. On September 13, 2021, the Company received an offer for the property for $464,000, which was $116,000 below the original independent appraisal of $580,000. However, because of administrative delays due to COVID, the buyer opted out of the offer. Based on the above indicator of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the long term asset for sale from $630,000 to $514,000 on the balance sheet and recorded an impairment of $116,000 in the consolidated financial statements. Series U On May 26, 2021, the Company designated 5,000 shares of preferred stock as Series U. The Series U has a stated value of $1,000 per share. The Series U holders are not entitled to any dividends and do not have any voting rights except as may be required by applicable law. The Series U is convertible into common stock of the Company in an amount determined by dividing 150% of the stated value of the Series U being converted by the conversion price; certain prior investors will also be entitled to certain make-good shares; provided that, the Series U may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the lesser of $0.20 or the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series U at any time at a redemption price equal to, if paid in cash, the stated value, or, if paid in shares of common stock, in an amount of shares determined by dividing 200% of the stated value being redeemed by the conversion price then in effect, and adding any applicable make-good shares. During the year ended December 31, 2021, the Company issued 1,560 shares of Series U at a stated value of $1,560,000, issued an aggregate of 16,169,815 shares of common stock upon conversion of 495 shares of Series U preferred stock, and issued an aggregate of 14,475,000 warrants with a fair value of $603,003 to Series U holders. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of December 31, 2021, there were 1,067 shares of Series U preferred stock issued and outstanding. Series V On December 1, 2021, the Company filed a certificate of withdrawal of the Company’s certificate of designation of Series V preferred stock and filed a certificate of designation for a new series of Series V preferred stock with the Secretary of State of Nevada. Pursuant to the Series V COD, the Company designated 3,000 shares of preferred stock as Series V. The Series V has an original issue price of $100,000 per share, and holders are entitled to an annual distribution of 25% of annual net profits of newly established Company wholly-owned, Water On Demand subsidiaries, designated by each holder, paid within 3 months of subsidiary’s accounting year-end. The Series V . The Series V is convertible into common stock of the Company pursuant to the Series V COD, provided that, the Series V may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Company will have the right (but no obligation) to redeem the Series V at any time at a redemption price equal to, if paid in cash, the stated value plus any accrued but unpaid distributions of 25% of subsidiary’s annual net profits. Series W On April 28, 2021, the Company designated 3,390 shares of preferred stock as Series W. The Series W has a stated value of $1,000 per share, and Series W holders are entitled to cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly. The Series W holders are not entitled to any voting rights except as may be required by applicable law. The Series W is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series W being converted by the conversion price; provided that, the Series W may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock. The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series W at any time at a redemption price equal to the stated value plus any accrued but unpaid dividends. During the year ended De |
Options and Warrants
Options and Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
OPTIONS AND WARRANTS | 4. OPTIONS AND WARRANTS Restricted Stock to CEO Between May 12, 2016, and August 14, 2019, the Company entered into Restricted Stock Grant Agreements (“the RSGAs”) 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 RSGAs are performance based shares and none have yet vested nor have any been issued. The RSGAs provides for the issuance of up to an aggregate of 109,214 shares of the Company’s common stock to Mr. Eckelberry provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to an aggregate of 54,607 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 101,054,607 Restricted Stock to Employees and Consultants Between May 12, 2016, and August 14, 2019, the Company entered into Restricted Stock Grant Agreements (“the E&C RSGAs”) with its employees and 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 E&C RSGAs are performance based shares and none have yet vested nor have any been issued. The E&C RSGAs provide for the issuance of up to 378,750 shares of the Company’s common stock to employees and 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 as reported in the Company’s quarterly or annual financial statements, the Company will issue up to an aggregate of 189,375 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), 109,070,842 On August 14, 2019, the Board of Directors approved an amendment to the RSGAs and E&C RSGAs to include an alternative vesting schedule for the Grantees. The Grantees can elect to participate in the alternate vesting schedule for grants received at least two years prior to the date requested. On the first day of each calendar month, an aggregate dollar amount of restricted stock equal to an aggregate of 5% of the total dollar amount of the Company’s common stock that traded during the prior calendar month, will vest, divided equally among all RSGAs and E&C RSGAs that have duly elected to participate in the alternate vesting schedule, with value based on the fair market value under the respective RSGAs and E&C RSGAs. The fair market value shall equal the average of the trailing ten (10) closing trade prices of the Company’s common stock on the last ten (10) trading days of the month immediately prior to the date of determination as quoted on the public securities trading market on which the Company’s common stock is then traded. If the fair market value of the Company’s common stock on the date the shares are vested is less than the fair market value of the Company’s common stock on the effective date of the RSGA or E&C RSGA, then the number of vested shares issuable (assuming all conditions are satisfied) shall be increased so that the aggregate fair market value of vested shares issuable on the vesting date equals the aggregate fair market value that such number of shares would have had on the effective date. Upon the occurrence of a Company performance goal, the right to participate in the alternate vesting schedule will terminate, and the vesting of the remaining unvested shares will be as set forth under the restricted stock award agreement. On May 18, 2020, the Company entered into Restricted Stock Grant Agreements (the “May RSGAs”) with its Chief Executive Officer, T. Riggs Eckelberry, members of the Board, employees and 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 May RSGAs are performance-based shares and none have yet vested nor have any been issued. The May RSGAs provide for the issuance of up to an aggregate of 10,500,000 shares of the Company’s common stock as follows: 2,000,000 to Mr. Eckelberry, 500,000 to each of the other three members of the Board, and an aggregate of 7,000,000 to employees and 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 5,250,000 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), During the year ended December 31, 2021, per electing and qualifying for the Restricted Stock Grant Agreement alternate vesting schedule, the Company issued to Mr. T. Riggs Eckelberry, one employee and one consultant an aggregate of 2,771,892 shares of the Company’s common stock with a value of $211,521, calculated using the closing share prices on the dates of the vesting agreements. Warrants During the year ended December 31, 2021, the Company issued 218,085,783 purchase warrants, associated with the preferred stocks. A summary of the Company’s warrant activity and related information follows for the years ended December 31, 2021 and 2020: 2021 2020 Number of Warrants Weighted average exercise price Number of Warrants Weighted average exercise price Outstanding - beginning of year 15,922,044 $ 500.03 122,044 $ 500.00 Granted 218,085,783 $ 0.0868 15,800,000 $ 0.03 Exercised (1,000,000 ) $ (0.05 ) - - Expired (15,922,044 ) $ (500.03 ) - - Outstanding - end of year 217,085,783 $ 0.0868 15,922,044 $ 500.03 At December 31, 2021 and 2020, the weighted average remaining contractual life of warrants outstanding: 2021 2020 Weighted Weighted Remaining Remaining Exercisable Warrants Warrants Contractual Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) Outstanding Exercisable Life (years) $ 0.02 600,000 600,000 4.67 - - - $ 0.05 125,698,340 125,698,340 0.14 - 1.16 9,800,000 9,800,000 0.88 -1.00 $ 0.10 67,292,670 67,292,670 0.14 - 0.74 6,000,000 6,000,000 0.88 $ 0.25 13,206,000 13,206,000 1.50 - 5.00 - - - $ 0.0275 8,727,273 8,727,273 9.41 - - - $ - - - - 122,044 122,044 0.62 $ 1.00 1,561,500 1,561,500 2.50 - 2.74 - - - 217,085,783 217,085,783 15,922,044 15,922,044 At December 31, 2021 and 2020, the aggregate intrinsic value of the warrants outstanding was $0. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES As of December 31, 2021, the outstanding convertible promissory notes are summarized as follows: Convertible Promissory Notes $ 3,078,312 Less current portion 3,016,037 Total long-term liabilities $ 62,275 Maturities of long-term debt for the next two years are as follows: Year Ending December 31, Amount 2022 3,019,780 2023 62,275 $ 3,082,055 At December 31, 2021, the $3,082,055 in convertible promissory notes and has a remaining debt discount $3,743, leaving a net balance of $3,078,312. 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 year. The 2014-2015 Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $4,200 to $9,800 (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, 2021, the Company issued 13,927,621 shares of common stock, upon conversion of $81,150 in principal, plus accrued interest of $52,555. As of December 31, 2021, the 2014-2015 Notes had an aggregate remaining balance of $1,200,000, which are short term. 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 September 30, 2018. The OID Notes were convertible into shares of the Company’s common stock at a conversion price initially of $30,620. After the amendment, the conversion price changed to the lesser of $5,600 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. As of December 31, 2021, the remaining balance was $62,275, which is long term. 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 year. The 2015-2016 Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $1,400 to $5,600 (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. As of December 31, 2021, the remaining balance of the 2015-2016 Notes was $930,000, all of which is short term. 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, 2021, the remaining balance on the Dec 2015 Note was $167,048, which is short term. 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. As of December 31, 2021, the remaining balance on the Sep 2016 Note was $430,896, which is short term. The Company issued two (2) unsecured convertible promissory notes (the “Apr & May 2018 Notes”), in the aggregate amount of $300,000 on April 2, 2018 and May 31, 2018. The Apr & May 2018 Notes had maturity dates of April 2, 2019 and May 31, 2019, respectively. The Apr & May 2018 Notes bear interest at 10% per year. 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. On March 13, 2019, the Company entered into a settlement agreement with the investor in the amount of $570,000, based on the outstanding balance due and payable under the Apr & May 2018 Notes. The Company set up a reserve of 2,630,769 shares of common stock of the Company for issuance upon conversion by the investor of the amounts owed under the Notes, in accordance with the terms of the Notes, including, but not limited to the beneficial ownership limitations contained in the Notes. In addition to the foregoing, upon the sale by the investor of the settlement shares as delivered to the investor by the Company, resulting in total net proceeds less than the settlement value, the investor is entitled to additional settlement shares of the Company’s common stock. If after the investor has sold all settlement shares, the investor delivers a written notice to the Company certifying that the investor is entitled to additional settlement 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 the Investor after the delivery of the Settlement Shares, minus (y) the aggregate net consideration received by the Investor 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. As of December 31, 2021, the remaining balance on the May 2018 Note was $218,064, which is short term. The Company entered into an unsecured convertible promissory note (the “Nov 20 Note”), on November 19, 2020 in the amount of $50,000. The Company received funds in the amount of $50,000. The Nov 20 Note matures on November 19, 2021, twelve months from the effective date of the Note. The Note may be extended sixty (60) months from the maturity date. The Nov 20 Note bears interest at 10% per year. The Nov 20 Note may be converted into shares of the Company’s common stock at a lesser price of $0.05 per share or (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade after the effective date, or (c) the lowest effective price per share granted. In addition, for each conversion, in event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day until the shares are delivered. The conversion feature of the Nov 20 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $10,047 during the year ended December 31, 2021. During the year ended December 31, 2021, the Company paid off $15,228 in cash, of the Nov 20 Note. As of December 31, 2021, the remaining balance of the Nov 20 Note was $13,772, which is short term. The Company entered into an unsecured convertible promissory note (the “Jan 21 Note”), on January 25, 2021 in the amount of $60,000. The Company received funds in the amount of $60,000. The Jan 21 Note matures on January 25, 2022, twelve months from the effective date of the Note. The Note may be extended sixty (60) months from the maturity date. The Jan 21 Note bears interest at 10% per year. The Jan 21 Note may be converted into shares of the Company’s common stock at a conversion price equal to the lower of (a) $0.05 per share, (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade after the effective date, or (c) the lowest effective price per share granted. In addition, for each conversion, in event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day until the shares are delivered. The conversion feature of the Jan 25 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $23,358 during the twelve months ended December 31, 2021. As of December 31, 2021, the balance of the Jan 21 Note was $60,000, which is short term. 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, 2021 was $5,738,020. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020. Years Ended December 31, 2021 2020 Equipment Contracts $ 2,516,609 $ 2,393,815 Component Sales 1,149,861 1,441,251 Waste Water Treatment Systems 57,729 - Pump Stations 285,323 144,755 Services Sales 98.033 121,310 Commission & Training 36,189 - $ 4,143,744 $ 4,101,131 Revenue recognition for other sales arrangements, such as sales for components, and service sales will remain materially consistent. 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, 2021 and 2020, was $378,932 and $148,734, respectively. The contract liability for the years ended December 31, 2021 and 2020, was $1,886,946 and $340,551, respectively. |
Financial Assets
Financial Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
FINANCIAL ASSETS | 7. FINANCIAL ASSETS Convertible Note Receivable Fair value investment in Securities On May 15, 2018, the Company received 4,000 shares of WTII Series C convertible preferred stock for the use of OriginClear, Inc. technology associated with their proprietary electro water separation system. Each share of Series C convertible preferred stock is convertible into one thousand (1,000) shares of WTII common stock. The stock was valued at fair market value of $0.0075 for a price of $30,000 on the date of issuance. 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, 2021, the fair value of the preferred shares was $17,600. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2021 | |
Loans Payable Disclosure [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. As of December 31, 2020, the finance cost was fully amortized. During the year ended December 31, 2021, the Company settled the majority of the loans in the amount of $262,250, of which $157,250 was recognized on the statement of operations as a gain on write-off of loan payable. The term of the loans ranged from two months to six months. The net balance as of December 31, 2021 and 2020 was $80,646 and $342,896, respectively. Loan Payable-Related Party The Company’s CEO loaned the Company $248,870 as of June 28, 2018. The loans bore interest at various rates to be originally repaid over a period of three (3) years at various maturity dates. The funds were used for operating expenses. During the year ended December 31, 2021, all principal and interest payments were made in full leaving a balance of $0 as of December 31, 2021. Small Business Administration Loans Between April 30, 2020 and September 12, 2020, the Company received total loan proceeds in the amount of $505,000, which included an aggregate of $345,000 under the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief and Economic Security Act, an Economic Injury Disaster Loan (the “EIDL”) in the amount of $150,000, and an Economic Injury Disaster Grant in the amount of $10,000. The principal and accrued interest under the PPP was forgivable if the Company used the PPP loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complied with PPP requirements. The Company used the full proceeds of the PPP loan specifically for eligible purposes per requirements of the PPP and during the period ending December 31, 2021, the Company submitted satisfactory documentation regarding its compliance with the applicable requirements and obtained forgiveness of the PPP loan. The Company must repay any unforgiven principal amount, with interest, on a monthly basis following the deferral period for the EIDL. For the period ended December 31, 2021, the aggregate amount of $345,000 received under the PPP, and the Economic Injury Disaster Grant in the amount of $10,000 was recognized in the statement of operations as other income due to forgiveness. |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2021 | |
Capital Leases [Abstract] | |
CAPITAL LEASES | 9. 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, 2021, there remain a current balance of $7,985. As of December 31, 2021, the maturities are summarized as follows: Capital lease $ 7,985 Less current portion - Total long-term liabilities $ 7,985 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018. 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 2018. Included in the balance at December 31, 2021, 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, 2021 and 2020, the Company did not recognize interest and penalties. At December 31, 2021, the Company had net operating loss carry-forwards of approximately $46,795,341, which expire at dates that have not been determined. No tax benefit has been reported in the December 31, 2021 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, 2021 and 2020 due to the following: 2021 2020 Book income (loss) $ 444,255 $ 2,784,887 ) Tax to book differences for deductible expenses 9,508 9,574 Tax non-deductible expenses 1,166,218 (3,845,607 ) Valuation Allowance (1,619,981 ) 1,051,146 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, 2021 2020 Deferred tax assets: NOL carryover $ 7,511,485 $ 9,827,022 Other carryovers 728,907 749,475 Deferred tax liabilities: Depreciation (158,296 ) (102,841 ) Less Valuation Allowance (8,082,096 ) (10,472,656 ) 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. |
Foreign Subsidiary
Foreign Subsidiary | 12 Months Ended |
Dec. 31, 2021 | |
Foreign Subsidiary [Abstract] | |
FOREIGN SUBSIDIARY | 11. FOREIGN SUBSIDIARY On January 22, 2020 the Company entered into a strategic partnership with Permionics Separations Solutions, Inc., a unit of India’s Permionics Group (“Permionics”) for the Asia-Pacific Region. This strategic partnership assists the Company with overcoming the typical hurdles in commercializing a technology overseas with engineering support, developing customer proposals, infrastructure to handle logistics and purchasing, inventory and shipping from and into foreign countries, customer training, startup assistance and service. The Company believes that Permionics is best suited to accomplish all of the above for its customers in the Asia-Pacific countries and as a result, has terminated all activities of its fully owned subsidiary, OriginClear Technologies Limited, in Hong Kong, China, working instead with Permionics when applicable. |
Assets Held For Sale
Assets Held For Sale | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
ASSETS HELD FOR SALE | 12. ASSETS HELD FOR SALE During the year ended December 31, 2021, the Company acquired real estate assets to be held for sale to finance their water projects, by issuing 630 shares of Series T preferred stock for a fair value of $630,000, in conjunction with common stock purchase warrants, through an asset purchase agreement. The assets held for sale consisted of residential property, plus eight (8) lots of undeveloped land. The real property has been listed actively on the market to be sold. Based on the offers received and the market conditions, the Company adjusted the fair value and recognized a loss on impairment of the residential property in the amount of $116,000. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Facility Rental – Related Party Our Dallas based subsidiary, PWT, rents an approximately12,000 square foot facility located at 2535 E. University Drive, McKinney, TX 75069, with a current monthly rent of $7,900. 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, 2021. Litigation For the period ended December 31, 2021, all parties have fully and timely performed under the settlement agreement, and no further issues or proceedings, or fees and costs, are anticipated regarding the settlement of the dispute between OriginClear, Inc., and its developmental subsidiary, WaterChain, Inc., and RDI Financial, LLC, an alleged assignee of Interdependence, Inc., as disclosed in greater detail in the Form 10-Q for the period ended March 31, 2021, filed by OriginClear on August 4, 2021. As of December 31, 2021, the Company views the aforesaid RDI matter as closed. Following the disclosures made in the Form 10-Q for the period ended March 31, 2021, filed by OriginClear on August 4, 2021, on December 14, 2021, the United States District Court for the Western District of New York rendered its decision on the motion to dismiss filed by GTR Source LLC and Tzvi “Steve” Reich’s (collectively, the “GTR Defendants”), and granted in part, and denied in part dismissal of certain claims set forth in the amended complaint filed by OriginClear, Inc., Progressive Water Treatment, Inc., and T. Riggs Eckelberry, individually (the “GTR Plaintiffs”). On December 16, 2021, the GTR Plaintiffs filed a Notice of Appeal to the United States Court of Appeals for the Second Circuit to the district court’s decision on the GTR Defendants’ motion to dismiss. On March 12, 2021, OriginClear, Inc. Progressive Water Treatment, Inc. and T. Riggs Eckelberry, individually (collectively, the “C6 Plaintiffs”), and C6 Capital LLC (“C6 Capital”) agreed to settle the dispute between the parties relating to a merchant cash advance agreement entered into on July 17, 2018. Pursuant to the terms of the settlement, (i) C6 has vacated the judgment obtained by C6 Capital against the C6 Plaintiffs; (ii) C6 has released any and all bank levies, liens, security interests, powers of attorney, and other encumbrances its has against the C6 Plaintiffs; (iii) the C6 Plaintiffs have dismissed the plenary action commenced in the Supreme Court for the State of New York in and for the County of Broome against C6 Capital with prejudice and; (iv) the sister-state judgment C6 Capital obtained against the C6 Plaintiffs in California is currently in the process of being vacated by stipulation. Accordingly, the C6 Plaintiffs no longer owe any further amounts to C6 Capital with respect to the C6 Agreement. On February 12, 2019, Auctus Fund, LLC (“Auctus”) filed a complaint against OriginClear in the United States District Court for the District of Massachusetts for numerous claims arising from two convertible promissory notes and accompanying securities purchase agreements. On March 13, 2019, Auctus and OriginClear entered into a Settlement Agreement and Mutual General Release, under which Auctus would be permitted to convert $570,000 into OriginClear securities pursuant to the terms set forth in the convertible promissory notes. On February 2, 2021, OriginClear filed a Motion to Set Aside the Settlement Agreement as Void under Section 29(b) of the Securities Exchange Act of 1934 (the “Act”) for Auctus’ violation of Section 15(a) of the Act. If granted, the Settlement Agreement would be declared void and unenforceable. As of December 31, 2021, no decision has been rendered on OriginClear’s Motion to Set Aside the Settlement Agreement. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 14. CONCENTRATIONS Major Customers PWT had three major customers for the year ended December 31, 2021. The customers represented 64.24% of billings for the year ending December 31, 2021. The contract receivable balance for the customers was $1,381,875 at December 31, 2021. PWT had two major customers for the year ended December 31, 2020. The customers represented 34% of billings for the year ending December 31, 2020. The contract receivable balance for the customers was $149,070 at December 31, 2020. Major Suppliers PWT had three major vendors for the year ended December 31, 2021. The vendors represented 40.1% of total expenses in the year ending December 31, 2021. The accounts payable balance due to the vendors was $279,082 at December 31, 2021. Management believes no risk is present with the vendors due to other suppliers being readily available. PWT had three major vendors for the year ended December 31, 2020. The vendors represented 45.2% of total expenses in the year ending December 31, 2020. The accounts payable balance due to the vendors was $170,963 at December 31, 2020. Management believes no risk is present with the vendors due to other suppliers being readily available. |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME | 15. OTHER INCOME Other Income consisted of the following as of December 31, 2021 2020 Debt forgiveness on SBA loan $ 355,000 $ - Gain on conversion of note receivable 149,867 - Other income 4,939 16,521 Total Other Income $ 509,806 $ 16,521 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. 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: Between January 3, 2022 and February 14, 2022, certain holders of the Company’s Series K preferred stock exchanged an aggregate of 35 shares of Series K preferred stock for 35 shares of the Company’s Series W preferred stock. On January 4, 2022, holders of Series W Preferred Stock converted an aggregate of 10 Series W shares into an aggregate of 694,446 shares of the Company’s common stock. Between January 4, 2022 and February 14, 2022, holders of the Company’s Series R preferred stock converted an aggregate of 378 Series R shares into an aggregate of 27,162,453, including make-good shares, of the Company’s common stock Between January 4, 2022 and March 3, 2022, holders of the Company’s Series U preferred stock converted an aggregate of 432 Series U shares into an aggregate of 22,794,493 shares, including make-good shares, of the Company’s common stock. Between January 4, 2022 and March 28, 2022, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 12.4 shares of the Company’s Series Y preferred stock for an aggregate purchase price of $1,244,200. The Company also issued an aggregate of 9,953,600 warrants to these investors. On January 7, 2022, holders of convertible promissory notes converted an aggregate principal and interest amount of $119,634 into an aggregate of 12,461,909 shares of the Company’s common stock. Between January 20, 2022 and January 25, 2022, certain holders of the Company’s Series V preferred stock exchanged an aggregate of 4 shares of Series V preferred stock for 4 shares of the Company’s Series Y preferred stock. Between January 21, 2022 and March 31, 2022, the Company issued to consultants and one employee an aggregate of 13,314,289 shares of the Company’s common stock for services. On January 24, 2022, OriginClear, Inc., Progressive Water Treatment, Inc., OriginClear, Inc., and T. Riggs Eckelberry, individually (collectively, the “GTR Plaintiffs”), on the one hand, and GTR Source LLC and Tzvi “Steve” Reich (collectively, the “GTR Defendants”), on the other hand, settled a dispute between the parties relating to two distinct merchant funding agreements that were entered into on July 20, 2018 and August 28, 2018, and a settlement agreement entered into on December 13, 2018. Pursuant to the terms of settlement, all of which have been performed as of the filing date, (i) the GTR Defendants paid $25,000 to the GTR Plaintiffs, (ii) the parties mutually released each other from all claims, controversies, etc. that could have been asserted by any party against any other party pursuant to the aforesaid merchant funding agreements and settlement entered thereunder, and (iii) the GTR Plaintiffs dismissed with prejudice the action commenced by the GTR Plaintiffs in the Supreme Court for the State of New York in and for the County of Ontario and the appeal in the United States Court of Appeals for the Second Circuit. On February 11, 2022, the Company filed a certificate of designation (the “Series Z COD”) of Series Z preferred stock (the “Series Z”) with the Secretary of State of Nevada. Pursuant to the Series Z COD, the Company designated 25 shares of preferred stock as Series Z. The Series Z has an original issue price of $10,000 per share. The Series Z holders will not be entitled to dividends or any voting rights except as may be required by applicable law. The Series Z will be convertible into common stock of the Company pursuant to the Series Z COD, provided that, the Series Z may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which amount may be increased up to 9.99% upon 61 days’ written notice). The Company will have the right (but no obligation) to redeem the Series Z at any time at a redemption price equal to the original issue price plus any accrued but unpaid distributions of 25% of Subsidiary’s annual net profits. On February 18, 2022, the Company issued an aggregate of 25 shares of Series Z preferred stock. On February 14, 2022, certain holders of the Company’s Series F preferred stock exchanged an aggregate of 100 shares of Series F preferred stock for 100 shares of the Company’s Series Q preferred stock. On February 18, 2022, the Company entered into a subscription agreement with a certain accredited investor pursuant to which the Company sold an aggregate of 25 shares of the Company’s Series Z preferred stock for an aggregate purchase price of $250,000. The Company also issued an aggregate of 2,500,000 warrants to the investor. Between February 22, 2022 and March 30, 2022, holders of the Company’s Series L preferred stock converted an aggregate of 124 Series L shares into an aggregate of 14,528,106 shares of the Company’s common stock. Between February 23, 2022 and March 2, 2022, the Company entered into settlement agreements with certain accredited investors pursuant to which the Company issued an aggregate of 111,010,481 shares of the Company’s common stock in settlement of certain claims with such persons. On February 25, 2022, holders of the Company’s Series T preferred stock converted an aggregate of 145 Series T shares into an aggregate of 17,193,676 shares of the Company’s common stock. On March 31, 2022, the Company issued an aggregate of 261,707 shares of the Company’s common stock as dividends to certain holders of Series O preferred stock. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, the cash balance in excess of the FDIC limits was $440,954. 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. |
Net Earnings (Loss) per Share Calculations | Net Earnings (Loss) per Share Calculations Basic loss per share calculation is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similarly to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted earnings per share were not the same as the basic loss per share for the years ended December 31, 2021 and 2020, respectively, as the inclusion of any potential shares in the year ended December 31, 2021, would have had an anti-dilutive effect due to the Company generating a loss. For the Years Ended 2021 2020 Income (Loss) to common shareholders (Numerator) $ (4,155,630 ) $ 13,261,365 Basic weighted average number of common shares outstanding (Denominator) 180,500,778 20,651,668 Diluted weighted average number of common shares outstanding (Denominator) 180,500,778 312,352,351 The Company excludes issuable shares from warrants, convertible notes and preferred stock, if their impact on the loss per share is anti-dilutive and includes the issuable shares if their impact is dilutive. Anti-dilutive Dilutive December 31, 2021 Warrant shares 206,638,283 - Convertible debt shares 407,916,803 - Preferred shares 33,037,213 - December 31, 2020 Warrant shares 9,922,044 6,000,000 Convertible debt shares 17,954,000 306,352,351 Preferred shares 34,037,213 - |
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 $0 and $0 as of December 31, 2021 and 2020, respectively. The net contract receivable balance was $2,150,967 and $438,430 at December 31, 2021 and 2020, 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, 2021 and 2020, 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 $0 and $110,338 for the years ended December 31, 2021 and 2020, respectively. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $184,017 and $211,296 for the years ended December 31, 2021 and 2020, 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 December 31, 2021 2020 Machinery and Equipment $ 383,569 $ 383,569 Computer Equipment 62,854 62,854 Furniture 29,810 29,810 Leasehold Improvements 26,725 26,725 Vehicles 64,276 64,276 Demo Units 36,139 36,139 603,373 603,373 Less accumulated depreciation (389,982 ) (345,167 ) Net Property and Equipment $ 213,391 $ 258,206 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 the 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, 2021 and 2020, was $44,817 and $52,247, respectively. |
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 vest immediately 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 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 the 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 to recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2021, 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, 2021 and 2020. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities, December 31, 2021 $ 216,518 $ 216,518 $ - $ - Investment at fair value-securities, December 31, 2020 $ 8,000 $ 8,000 $ - $ - Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2021 $ 6,526,129 $ - $ - $ 6,526,129 Derivative Liability, December 31, 2020 $ 12,310,307 $ - $ - $ 12,310,307 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, 2020 $ 31,640,470 Fair value of derivative liabilities issued 29,703 Net gain on conversion of debt and change in derivative liability (19,359,866 ) Balance as of December 31, 2020 12,310,307 Fair value of derivative liabilities issued 54,652 Net gain on conversion of debt and change in derivative liability (5,838,830 ) Balance as of December 31, 2021 $ 6,526,129 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: 12/31/2021 12/31/2020 Risk free interest rate 0.05% - 0.73 % 0.08% - 0.13% Stock volatility factor 94.0% - 199.0 % 127.0% - 249.0% Weighted average expected option life 6 mos - 5 yrs 6 mos - 5 yrs 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. |
Reclassification | Reclassification Certain prior period accounts and balances have been reclassified to current period presentation for comparative purposes. |
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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. The Company adopted the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company. The new standard did not have a material impact on the Company’s audited consolidated financial statements. 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 has evaluated the impact of the adoption of ASU 2017-12 on the Company’s audited consolidated financial statements, which had no material impact. 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 adopted ASU 2018-07 on the January 1, 2019. The adoption of the new standard did not have a material impact on the Company’s audited consolidated 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_2
Summary of Significant Accounting Polices (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of loss per share anti-dilutive effect | For the Years Ended 2021 2020 Income (Loss) to common shareholders (Numerator) $ (4,155,630 ) $ 13,261,365 Basic weighted average number of common shares outstanding (Denominator) 180,500,778 20,651,668 Diluted weighted average number of common shares outstanding (Denominator) 180,500,778 312,352,351 |
Schedule of issuable shares from warrants, convertible notes and preferred stock | Anti-dilutive Dilutive December 31, 2021 Warrant shares 206,638,283 - Convertible debt shares 407,916,803 - Preferred shares 33,037,213 - December 31, 2020 Warrant shares 9,922,044 6,000,000 Convertible debt shares 17,954,000 306,352,351 Preferred shares 34,037,213 - |
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 property plant and equipment | December 31, 2021 2020 Machinery and Equipment $ 383,569 $ 383,569 Computer Equipment 62,854 62,854 Furniture 29,810 29,810 Leasehold Improvements 26,725 26,725 Vehicles 64,276 64,276 Demo Units 36,139 36,139 603,373 603,373 Less accumulated depreciation (389,982 ) (345,167 ) Net Property and Equipment $ 213,391 $ 258,206 |
Schedule of fair value of financial instruments | Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities, December 31, 2021 $ 216,518 $ 216,518 $ - $ - Investment at fair value-securities, December 31, 2020 $ 8,000 $ 8,000 $ - $ - |
Schedule of fair value of (liability) financial instruments | Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2021 $ 6,526,129 $ - $ - $ 6,526,129 Derivative Liability, December 31, 2020 $ 12,310,307 $ - $ - $ 12,310,307 |
Schedule of reconciliation of the derivative liability for which level 3 inputs | Balance as of January 1, 2020 $ 31,640,470 Fair value of derivative liabilities issued 29,703 Net gain on conversion of debt and change in derivative liability (19,359,866 ) Balance as of December 31, 2020 12,310,307 Fair value of derivative liabilities issued 54,652 Net gain on conversion of debt and change in derivative liability (5,838,830 ) Balance as of December 31, 2021 $ 6,526,129 |
Schedule of fair market value of derivative liability assumptions | 12/31/2021 12/31/2020 Risk free interest rate 0.05% - 0.73 % 0.08% - 0.13% Stock volatility factor 94.0% - 199.0 % 127.0% - 249.0% Weighted average expected option life 6 mos - 5 yrs 6 mos - 5 yrs Expected dividend yield None None |
Options and Warrants (Tables)
Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of warrant activity | 2021 2020 Number of Warrants Weighted average exercise price Number of Warrants Weighted average exercise price Outstanding - beginning of year 15,922,044 $ 500.03 122,044 $ 500.00 Granted 218,085,783 $ 0.0868 15,800,000 $ 0.03 Exercised (1,000,000 ) $ (0.05 ) - - Expired (15,922,044 ) $ (500.03 ) - - Outstanding - end of year 217,085,783 $ 0.0868 15,922,044 $ 500.03 |
Schedule of weighted average remaining contractual life of warrants outstanding | 2021 2020 Weighted Weighted Remaining Remaining Exercisable Warrants Warrants Contractual Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) Outstanding Exercisable Life (years) $ 0.02 600,000 600,000 4.67 - - - $ 0.05 125,698,340 125,698,340 0.14 - 1.16 9,800,000 9,800,000 0.88 -1.00 $ 0.10 67,292,670 67,292,670 0.14 - 0.74 6,000,000 6,000,000 0.88 $ 0.25 13,206,000 13,206,000 1.50 - 5.00 - - - $ 0.0275 8,727,273 8,727,273 9.41 - - - $ - - - - 122,044 122,044 0.62 $ 1.00 1,561,500 1,561,500 2.50 - 2.74 - - - 217,085,783 217,085,783 15,922,044 15,922,044 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding convertible promissory notes | Convertible Promissory Notes $ 3,078,312 Less current portion 3,016,037 Total long-term liabilities $ 62,275 |
Schedule of maturities of long-term debt | Year Ending December 31, Amount 2022 3,019,780 2023 62,275 $ 3,082,055 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Equipment Contracts $ 2,516,609 $ 2,393,815 Component Sales 1,149,861 1,441,251 Waste Water Treatment Systems 57,729 - Pump Stations 285,323 144,755 Services Sales 98.033 121,310 Commission & Training 36,189 - $ 4,143,744 $ 4,101,131 |
Capital Leases (Tables)
Capital Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Capital Leases [Abstract] | |
Schedule of maturities | Capital lease $ 7,985 Less current portion - Total long-term liabilities $ 7,985 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | 2021 2020 Book income (loss) $ 444,255 $ 2,784,887 ) Tax to book differences for deductible expenses 9,508 9,574 Tax non-deductible expenses 1,166,218 (3,845,607 ) Valuation Allowance (1,619,981 ) 1,051,146 Income tax expense $ - $ - |
Schedule of net deferred tax liabilities | 2021 2020 Deferred tax assets: NOL carryover $ 7,511,485 $ 9,827,022 Other carryovers 728,907 749,475 Deferred tax liabilities: Depreciation (158,296 ) (102,841 ) Less Valuation Allowance (8,082,096 ) (10,472,656 ) Net deferred tax asset $ - $ - |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of other income | 2021 2020 Debt forgiveness on SBA loan $ 355,000 $ - Gain on conversion of note receivable 149,867 - Other income 4,939 16,521 Total Other Income $ 509,806 $ 16,521 |
Organization and Line of Busi_2
Organization and Line of Business (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Oct. 01, 2015 | |
Organization and Line of Business (Details) [Line Items] | ||
Revenue | $ 4,143,744 | |
PWT [Member] | ||
Organization and Line of Business (Details) [Line Items] | ||
Percentage of stock issued and outstanding acquired | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Polices (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Federal deposit insurance company limits | $ 440,954 | |
Allowance for doubtful accounts | $0 | $0 |
Contract receivable | $ 2,150,967 | $ 438,430 |
Research and development costs | 0 | |
Research and development expense | 110,338 | |
Advertising costs | 184,017 | 211,296 |
Depreciation expense | $ 44,817 | $ 52,247 |
Derivative term of contract | 12 months |
Summary of Significant Accoun_4
Summary of Significant Accounting Polices (Details) - Schedule of loss per share anti-dilutive effect - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of loss per share anti-dilutive effect [Abstract] | ||
Income (Loss) to common shareholders (Numerator) (in Dollars) | $ (4,155,630) | $ 13,261,365 |
Basic weighted average number of common shares outstanding (Denominator) | 180,500,778 | 20,651,668 |
Diluted weighted average number of common shares outstanding (Denominator) | 180,500,778 | 312,352,351 |
Summary of Significant Accoun_5
Summary of Significant Accounting Polices (Details) - Schedule of issuable shares from warrants, convertible notes and preferred stock - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant shares [Member] | ||
Conversion of Stock [Line Items] | ||
Anti-dilutive shares | 206,638,283 | 9,922,044 |
Dilutive shares | 6,000,000 | |
Convertible debt shares [Member] | ||
Conversion of Stock [Line Items] | ||
Anti-dilutive shares | 407,916,803 | 17,954,000 |
Dilutive shares | 306,352,351 | |
Preferred shares [Member] | ||
Conversion of Stock [Line Items] | ||
Anti-dilutive shares | 33,037,213 | 34,037,213 |
Dilutive shares |
Summary of Significant Accoun_6
Summary of Significant Accounting Polices (Details) - Schedule of estimated useful life | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of estimated useful life [Line Items] | |
Estimated Life | 5 years |
Machinery and equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of estimated useful life [Line Items] | |
Estimated Life | 10 years |
Furniture, fixtures and computer equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of estimated useful life [Line Items] | |
Estimated Life | 5 years |
Furniture, fixtures and computer equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of estimated useful life [Line Items] | |
Estimated Life | 7 years |
Vehicles [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of estimated useful life [Line Items] | |
Estimated Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of estimated useful life [Line Items] | |
Estimated Life | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of estimated useful life [Line Items] | |
Estimated Life | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of estimated useful life [Line Items] | |
Estimated Life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Polices (Details) - Schedule of property plant and equipment - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | $ 603,373 | $ 603,373 |
Less accumulated depreciation | (389,982) | (345,167) |
Net Property and Equipment | 213,391 | 258,206 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 383,569 | 383,569 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 62,854 | 62,854 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 29,810 | 29,810 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 26,725 | 26,725 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 64,276 | 64,276 |
Demo Units [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | $ 36,139 | $ 36,139 |
Summary of Significant Accoun_8
Summary of Significant Accounting Polices (Details) - Schedule of fair value of financial instruments - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Polices (Details) - Schedule of fair value of financial instruments [Line Items] | ||
Investment at fair value-securities beginning | $ 216,518 | |
Investment at fair value-securities ending | 8,000 | $ 216,518 |
Level 1 [Member] | ||
Summary of Significant Accounting Polices (Details) - Schedule of fair value of financial instruments [Line Items] | ||
Investment at fair value-securities beginning | 216,518 | |
Investment at fair value-securities ending | 8,000 | 216,518 |
Level 2 [Member] | ||
Summary of Significant Accounting Polices (Details) - Schedule of fair value of financial instruments [Line Items] | ||
Investment at fair value-securities beginning | ||
Investment at fair value-securities ending | ||
Level 3 [Member] | ||
Summary of Significant Accounting Polices (Details) - Schedule of fair value of financial instruments [Line Items] | ||
Investment at fair value-securities beginning | ||
Investment at fair value-securities ending |
Summary of Significant Accoun_9
Summary of Significant Accounting Polices (Details) - Schedule of fair value of (liability) financial instruments - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability beginning | $ 6,526,129 | |
Derivative Liability ending | 12,310,307 | $ 6,526,129 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability beginning | ||
Derivative Liability ending | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability beginning | ||
Derivative Liability ending | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Liability beginning | $ 12,310,307 | 6,526,129 |
Derivative Liability ending | $ 12,310,307 |
Summary of Significant Accou_10
Summary of Significant Accounting Polices (Details) - Schedule of reconciliation of the derivative liability for which level 3 inputs - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation of the derivative liability for which level 3 inputs [Abstract] | ||
Balance | $ 12,310,307 | $ 31,640,470 |
Fair value of derivative liabilities issued | 54,652 | 29,703 |
Net gain on conversion of debt and change in derivative liability | (5,838,830) | (19,359,866) |
Balance | $ 6,526,129 | $ 12,310,307 |
Summary of Significant Accou_11
Summary of Significant Accounting Polices (Details) - Schedule of fair market value of derivative liability assumptions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Polices (Details) - Schedule of fair market value of derivative liability assumptions [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | |
Minimum [Member] | |||
Summary of Significant Accounting Polices (Details) - Schedule of fair market value of derivative liability assumptions [Line Items] | |||
Risk free interest rate | 0.05% | 0.08% | |
Stock volatility factor | 94.00% | 127.00% | |
Weighted average expected option life | 6 months | 6 years | |
Maximum [Member] | |||
Summary of Significant Accounting Polices (Details) - Schedule of fair market value of derivative liability assumptions [Line Items] | |||
Risk free interest rate | 0.73% | 0.13% | |
Stock volatility factor | 199.00% | 249.00% | |
Weighted average expected option life | 5 years | 5 years |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Dec. 06, 2021 | Dec. 01, 2021 | Nov. 12, 2021 | Aug. 10, 2021 | May 26, 2021 | Apr. 28, 2021 | Mar. 01, 2021 | Feb. 24, 2021 | Feb. 05, 2021 | Nov. 16, 2020 | Aug. 21, 2020 | Jul. 01, 2020 | Apr. 27, 2020 | Jun. 03, 2019 | Apr. 03, 2019 | Jan. 16, 2019 | Aug. 14, 2018 | Apr. 13, 2018 | Mar. 14, 2017 | Jun. 10, 2021 | Dec. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 |
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued | 306,883,932 | 65,052,688 | |||||||||||||||||||||||
Fair Value Stock Price (in Dollars) | $ 5,454 | ||||||||||||||||||||||||
Redemption of Preferred Stock | $235,000 | ||||||||||||||||||||||||
Redeem shares | 581 | ||||||||||||||||||||||||
Aggregate of shares | 476 | ||||||||||||||||||||||||
Aggregate of redemption price (in Dollars) | $ 476,000 | ||||||||||||||||||||||||
Aggregate shares | 13,314,289 | ||||||||||||||||||||||||
Aggregate purchase price, shares | 29,425 | ||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Sale of property, description | On September 13, 2021, the Company received an offer for the property for $464,000, which was $116,000 below the original independent appraisal of $580,000. However, because of administrative delays due to COVID, the buyer opted out of the offer. Based on the above indicator of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the long term asset for sale from $630,000 to $514,000 on the balance sheet and recorded an impairment of $116,000 in the consolidated financial statements. | ||||||||||||||||||||||||
Common stock shares outstanding | 306,883,932 | 65,052,688 | |||||||||||||||||||||||
Recognized loss (in Dollars) | $ 125,000 | ||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 149,867 | ||||||||||||||||||||||||
Interest amount (in Dollars) | $ 51,186 | ||||||||||||||||||||||||
Common stock issued for services, shares | 33,476,294 | ||||||||||||||||||||||||
Common stock issued for services fair value (in Dollars) | $ 2,229,695 | ||||||||||||||||||||||||
Settlement fees (in Dollars) | $ 204,402 | ||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares outstanding | 33,038,213 | 34,038,213 | 40,640,649 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares outstanding | 306,883,932 | 65,052,688 | 4,854,993 | ||||||||||||||||||||||
Issuance of common stock, shares | 190,205,395 | ||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.00955 | ||||||||||||||||||||||||
Common stock share issued | 13,927,622 | ||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 81,150 | ||||||||||||||||||||||||
Interest amount (in Dollars) | $ 52,555 | ||||||||||||||||||||||||
Common stock issued for services, shares | 7,750,037 | ||||||||||||||||||||||||
Common stock issued for services fair value (in Dollars) | $ 415,036 | ||||||||||||||||||||||||
Common stock upon conversion of preferred stock | 5,550,861 | ||||||||||||||||||||||||
Shares issued | 1,000,000 | ||||||||||||||||||||||||
Common stock exercise price (in Dollars per share) | $ 1,000,000 | ||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | 0.05 | ||||||||||||||||||||||||
Warrant exercise price received (in Dollars per share) | 50,000 | ||||||||||||||||||||||||
Common stock of convertible promissory notes | 19,276,917 | ||||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 137,262 | ||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Conversion price (in Dollars per share) | 0.124 | ||||||||||||||||||||||||
Maximum [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.0394 | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.0229 | ||||||||||||||||||||||||
Minimum [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.00955 | ||||||||||||||||||||||||
Series U preferred stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Aggregate preferred stock, share issued | 259 | ||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||||
Voting power | 51% | ||||||||||||||||||||||||
Purchase price of the series C preferred stock (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||||
Total purchase price series C preferred stock, shares | 1,000 | ||||||||||||||||||||||||
Preferred stock shares outstanding | 1,000 | ||||||||||||||||||||||||
Preferred stock, share authorized | 550,000,000 | 550,000,000 | |||||||||||||||||||||||
Preferred stock and warrants | 1,000 | 1,000 | |||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Preferred stock shares outstanding | 1,000 | 1,000 | |||||||||||||||||||||||
Series D-1 Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock, share authorized | 50,000,000 | ||||||||||||||||||||||||
Convertible preferred stock, per share (in Dollars per share) | $ 0.0005 | ||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||
Shares issued | 68,571 | ||||||||||||||||||||||||
Conversion of preferred shares | 1,000,000 | ||||||||||||||||||||||||
Preferred stock and warrants | 31,500,000 | ||||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock, share authorized | 4,000,000 | ||||||||||||||||||||||||
Convertible preferred stock, per share (in Dollars per share) | $ 0.05 | ||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||
Preferred stock and warrants | 1,537,213 | 1,537,213 | |||||||||||||||||||||||
Issuance of common stock, shares | 32,482,536 | ||||||||||||||||||||||||
Preferred stock shares outstanding | 1,537,213 | 1,537,213 | |||||||||||||||||||||||
Common stock upon conversion of preferred stock | 6,603,479 | ||||||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock shares outstanding | 260 | ||||||||||||||||||||||||
Designated preferred stock issued | 6,000 | ||||||||||||||||||||||||
Preferred stock liquidation per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Annual rate percentage | 8.00% | ||||||||||||||||||||||||
Exchange of shares | 15 | ||||||||||||||||||||||||
Preferred stock, description | a holder of 100 of such outstanding shares of Series F preferred stock, agreed that the Company would have no obligation to redeem such holder’s shares of Series F preferred stock prior to September 1, 2022, and the Company agreed to pay such holder, in addition to any dividends payable on such holder’s Series F preferred stock, an annual fee of 4% of the stated value of such holder’s shares of Series F preferred stock. As of December 31, 2021, the Company had 160 outstanding shares of Series F preferred stock (excluding the 100 shares mentioned above), which the Company was required to, and failed to redeem on September 1, 2020, and was in default for an aggregate redemption price (equal to the stated value) of $160,000. | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 15 | ||||||||||||||||||||||||
Series Q Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||
Preferred stock and warrants | 515 | ||||||||||||||||||||||||
Designated preferred stock issued | 2,000 | ||||||||||||||||||||||||
Exchange of shares | 15 | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Dividend rate, percentage | 12.00% | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 15 | ||||||||||||||||||||||||
Percentage of common stock | 200.00% | ||||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||||
Aggregate shares (in Dollars) | $ 525 | ||||||||||||||||||||||||
Series G Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued | 25 | ||||||||||||||||||||||||
Designated preferred stock issued | 6,000 | ||||||||||||||||||||||||
Annual rate percentage | 8.00% | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Divided closing price (in Dollars) | $ (500) | ||||||||||||||||||||||||
Preferred stock were exchanged | 380 | ||||||||||||||||||||||||
Redeemed shares | 25 | ||||||||||||||||||||||||
Stated value (in Dollars) | $ 25,000 | ||||||||||||||||||||||||
Shares outstanding | 25,000 | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 365 | ||||||||||||||||||||||||
Series S Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||
Shares issued | 5,495,406 | ||||||||||||||||||||||||
Designated preferred stock issued | 430 | ||||||||||||||||||||||||
Preferred stock were exchanged | 365 | ||||||||||||||||||||||||
Dividend rate, percentage | 12.00% | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 170 | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 365 | ||||||||||||||||||||||||
Percentage of common stock | 200.00% | ||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 195 | ||||||||||||||||||||||||
Series R Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued | 3,432 | ||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||
Conversion of preferred shares | 79,112,450 | ||||||||||||||||||||||||
Preferred stock and warrants | 15 | ||||||||||||||||||||||||
Designated preferred stock issued | 5,000 | ||||||||||||||||||||||||
Exchange of shares | 317 | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Dividend rate, percentage | 10.00% | ||||||||||||||||||||||||
Preferred stock, shares issued | 120 | ||||||||||||||||||||||||
Purchase price of shares | 1,822 | ||||||||||||||||||||||||
Aggregate shares | 15 | ||||||||||||||||||||||||
Exchange amount (in Dollars) | $ 40,000 | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 120 | ||||||||||||||||||||||||
Percentage of common stock | 200.00% | ||||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||||
Aggregate shares (in Dollars) | $ 1,933 | ||||||||||||||||||||||||
Aggregate shares | 2,481 | ||||||||||||||||||||||||
Aggregate purchase price | 2,480,750 | ||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.05 | ||||||||||||||||||||||||
Series R Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock and warrants | 2,394 | ||||||||||||||||||||||||
Series R Preferred Stock [Member] | Series A warrants [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred warrants | 101,498,340 | ||||||||||||||||||||||||
Series R Preferred Stock [Member] | Series B Warrants [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock shares outstanding | 49,177,670 | ||||||||||||||||||||||||
Fair value (in Dollars) | $ 11,181,822 | ||||||||||||||||||||||||
Series I Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued | 235 | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Preferred stock and warrants | 235 | 797 | |||||||||||||||||||||||
Designated preferred stock issued | 4,000 | ||||||||||||||||||||||||
Dividend rate, percentage | 8.00% | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 562 | ||||||||||||||||||||||||
Aggregate shares | 317 | ||||||||||||||||||||||||
Preferred stock shares outstanding | 235 | 797 | |||||||||||||||||||||||
Series I Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock and warrants | 245 | ||||||||||||||||||||||||
Series W Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock and warrants | 3,390 | ||||||||||||||||||||||||
Annual rate percentage | 12.00% | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Preferred stock, shares issued | 245 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 745 | ||||||||||||||||||||||||
Shares exchange | 758 | ||||||||||||||||||||||||
Stated value percentage | 200.00% | ||||||||||||||||||||||||
Outstanding common stock percentage | 4.99% | ||||||||||||||||||||||||
Series W Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock and warrants | 1,003 | ||||||||||||||||||||||||
Series J Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Shares issued | 1,705,023 | ||||||||||||||||||||||||
Designated preferred stock issued | 100,000 | ||||||||||||||||||||||||
Conversion of shares | 57.5 | ||||||||||||||||||||||||
Stated value (in Dollars) | $ 57,500 | ||||||||||||||||||||||||
Conversion value (in Dollars) | $ 75,284 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 215 | ||||||||||||||||||||||||
Series K Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Preferred stock and warrants | 581 | 3,160 | |||||||||||||||||||||||
Designated preferred stock issued | 4,000 | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 1,822 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 581 | ||||||||||||||||||||||||
Purchase price of shares | 2,580 | ||||||||||||||||||||||||
Preferred stock shares outstanding | 581 | 3,160 | |||||||||||||||||||||||
Series K Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock and warrants | 758 | ||||||||||||||||||||||||
Series M Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Designated preferred stock issued | 800,000 | ||||||||||||||||||||||||
Dividend rate, percentage | 10.00% | 8.00% | |||||||||||||||||||||||
Conversion of shares | 320 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 40,300 | ||||||||||||||||||||||||
Issuance of common stock, shares | 137,052 | ||||||||||||||||||||||||
Preferred stock stated value (in Dollars) | $ 25 | ||||||||||||||||||||||||
Liquidation preference value (in Dollars) | $ 25 | ||||||||||||||||||||||||
Redemption price, per share (in Dollars per share) | $ 37.5 | ||||||||||||||||||||||||
Stated value percentage | 150.00% | ||||||||||||||||||||||||
Aggregate shares | 1,177 | ||||||||||||||||||||||||
Aggregate purchase price, shares | 1.5 | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 3,200 | ||||||||||||||||||||||||
Series L Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Conversion of preferred shares | 522 | ||||||||||||||||||||||||
Designated preferred stock issued | 100,000 | ||||||||||||||||||||||||
Conversion of shares | 828,451 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 610 | ||||||||||||||||||||||||
Issuance of common stock, shares | 18,624,403 | ||||||||||||||||||||||||
Series O Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued | 790,089 | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Conversion of preferred shares | 1,260 | ||||||||||||||||||||||||
Designated preferred stock issued | 2,000 | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 120 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 615 | ||||||||||||||||||||||||
Aggregate shares | 36,868,798 | ||||||||||||||||||||||||
Conversion price percentage | 200.00% | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 120 | ||||||||||||||||||||||||
Percentage of common stock | 4.00% | ||||||||||||||||||||||||
Series O Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued | 688,205 | ||||||||||||||||||||||||
Common stock for preferred stock dividends payable | 790,089 | ||||||||||||||||||||||||
Series O Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Annual rate percentage | 8.00% | ||||||||||||||||||||||||
Outstanding common stock percentage | 9.99% | ||||||||||||||||||||||||
Series O Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Annual rate percentage | 4.00% | ||||||||||||||||||||||||
Outstanding common stock percentage | 4.99% | ||||||||||||||||||||||||
Series P Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||
Shares issued | 633,282 | ||||||||||||||||||||||||
Conversion of preferred shares | 299 | ||||||||||||||||||||||||
Designated preferred stock issued | 500 | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 57.5 | ||||||||||||||||||||||||
Aggregate shares | 10,191,611 | ||||||||||||||||||||||||
Percentage of common stock | 4.99% | ||||||||||||||||||||||||
Conversion share of amount (in Dollars) | $ 335,515 | ||||||||||||||||||||||||
Series T Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued | 630 | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||
Preferred stock and warrants | 25,200,000 | ||||||||||||||||||||||||
Designated preferred stock issued | 630 | ||||||||||||||||||||||||
Dividend rate, percentage | 10.00% | ||||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.05 | ||||||||||||||||||||||||
Annual dividends, percentage | 10.00% | ||||||||||||||||||||||||
Real property cost (in Dollars) | $ 630,000 | ||||||||||||||||||||||||
Property consists of residential real estate (in Dollars) | 580,000 | ||||||||||||||||||||||||
Undeveloped lots valued (in Dollars) | $ 50,000 | ||||||||||||||||||||||||
Long term asset for sale (in Dollars) | $ 630,000 | ||||||||||||||||||||||||
Preferred stock valued (in Dollars) | $ 2,037,849 | ||||||||||||||||||||||||
Series U preferred stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||
Shares issued | 16,169,815 | ||||||||||||||||||||||||
Conversion of preferred shares | 7,538,432 | ||||||||||||||||||||||||
Designated preferred stock issued | 5,000 | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 1,067 | ||||||||||||||||||||||||
Aggregate shares | 1,560,000 | ||||||||||||||||||||||||
Aggregate preferred stock, share issued | 495 | ||||||||||||||||||||||||
Percentage of common stock | 150.00% | ||||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||||
Warrants shares (in Dollars) | $ 603,003 | ||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.2 | ||||||||||||||||||||||||
Conversion price percentage | 200.00% | ||||||||||||||||||||||||
Aggregate issued | 14,475,000 | ||||||||||||||||||||||||
Series V Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||
Designated preferred stock issued | 3,000 | ||||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||||
Fair value (in Dollars) | $ 3,200,000 | ||||||||||||||||||||||||
Original issue price (in Dollars) | $ 100,000 | ||||||||||||||||||||||||
Annual net profits percentage | 25.00% | ||||||||||||||||||||||||
Subsidiary’s annual net profits percentage | 25.00% | ||||||||||||||||||||||||
Restricted cash (in Dollars) | 400,000 | ||||||||||||||||||||||||
Fair value (in Dollars) | $ 134,148 | ||||||||||||||||||||||||
Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||
Shares issued | 1,798,562 | ||||||||||||||||||||||||
Designated preferred stock issued | 25 | ||||||||||||||||||||||||
Stated value (in Dollars) | $ 10,000 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 25 | ||||||||||||||||||||||||
Percentage of common stock | 250.00% | ||||||||||||||||||||||||
Common stock shares outstanding | 0.0499 | ||||||||||||||||||||||||
Subscription agreement percentage | 125.00% | ||||||||||||||||||||||||
Subscribed amount (in Dollars) | $ 250,000 | ||||||||||||||||||||||||
Original purchase price (in Dollars) | 312,500 | ||||||||||||||||||||||||
Common stock purchase price (in Dollars) | 250,000 | ||||||||||||||||||||||||
Divided price (in Dollars) | $ 625,000 | ||||||||||||||||||||||||
Sale of aggregate shares | 25 | ||||||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ 250,000 | ||||||||||||||||||||||||
Aggregate common stock shares | 1,798,562 | ||||||||||||||||||||||||
Restricted cash | 80,000 | ||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 0.0695 | ||||||||||||||||||||||||
Recognized loss (in Dollars) | $ 125,000 | ||||||||||||||||||||||||
Series Y Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued | 4.7 | ||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||
Designated preferred stock issued | 3,000 | ||||||||||||||||||||||||
Preferred stock issued and outstanding | 4.7 | ||||||||||||||||||||||||
Fair value (in Dollars) | $ 235,000 | ||||||||||||||||||||||||
Warrants shares (in Dollars) | 3,760,000 | ||||||||||||||||||||||||
Fair value (in Dollars) | $ 114,983 | ||||||||||||||||||||||||
Restricted cash | 470,000 | ||||||||||||||||||||||||
Original issue price (in Dollars) | $ 100,000 | $ 470,000 | |||||||||||||||||||||||
Capital reserve (in Dollars) | 150,000 | ||||||||||||||||||||||||
Amount of accrued dividends (in Dollars) | $ 356,728 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series T Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Aggregate purchase price, shares | 630 | ||||||||||||||||||||||||
Agreed of purchase warrants | 630 | ||||||||||||||||||||||||
Warrants shares (in Dollars) | $ 25,200,000 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||||||
Capital Stock (Details) [Line Items] | |||||||||||||||||||||||||
Shares issued | 1,000 | ||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 |
Options and Warrants (Details)
Options and Warrants (Details) - USD ($) | May 18, 2020 | Aug. 14, 2019 | Aug. 14, 2019 | Dec. 31, 2021 |
Options and Warrants (Details) [Line Items] | ||||
Restricted stock grant agreement, description | the Company entered into Restricted Stock Grant Agreements (the “May RSGAs”) with its Chief Executive Officer, T. Riggs Eckelberry, members of the Board, employees and 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 May RSGAs are performance-based shares and none have yet vested nor have any been issued. The May RSGAs provide for the issuance of up to an aggregate of 10,500,000 shares of the Company’s common stock as follows: 2,000,000 to Mr. Eckelberry, 500,000 to each of the other three members of the Board, and an aggregate of 7,000,000 to employees and 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 5,250,000 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 5,250,000 shares of its common stock. As the performance goals are achieved or if alternate vesting is qualified and selected, the shares shall become eligible for vesting and issuance. | |||
Aggregate value of common stock | $ 211,521 | |||
Cost vesting share amount | 218,085,783 | |||
Warrants outstanding | $ 0 | |||
Restricted Stock Grant Agreement [Member] | Employee Consultants and Restricted Stock Grant Agreements [Member] | ||||
Options and Warrants (Details) [Line Items] | ||||
Restricted stock grant agreement, description | a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $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 an aggregate of 189,375 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 109,070,842 shares of its common stock. The Company has not recognized any costs associated with the milestones, because achievement is not probable. As the performance goals are achieved, the shares shall become eligible for vesting and issuance. | |||
Issuance of common stock to employees | 378,750 | |||
Vesting period | 2 years | |||
Aggregate of common stock, percentage | 5.00% | |||
Mr. T. Riggs Eckelberry [Member] | ||||
Options and Warrants (Details) [Line Items] | ||||
Aggregate shares of common stock | 2,771,892 | |||
Chief Executive Officer [Member] | Restricted Stock Grant Agreement [Member] | ||||
Options and Warrants (Details) [Line Items] | ||||
Restricted stock grant agreement, description | The RSGAs provides for the issuance of up to an aggregate of 109,214 shares of the Company’s common stock to Mr. Eckelberry provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to an aggregate of 54,607 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 in the Company’s SEC Reports, the Company will issue up to an aggregate of 101,054,607 shares of its common stock. |
Options and Warrants (Details)
Options and Warrants (Details) - Schedule of warrant activity - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options and Warrants (Details) - Schedule of warrant activity [Line Items] | ||
Number of Warrants, Outstanding - beginning of period | 15,922,044 | 122,044 |
Weighted average exercise price, Outstanding - beginning of period | $ 500.03 | $ 500 |
Number of Warrants, Granted | 218,085,783 | 15,800,000 |
Weighted average exercise price, Granted | $ 0.0868 | $ 0.03 |
Number of Warrants, Exercised | (1,000,000) | |
Weighted average exercise price, Exercised | $ (0.05) | |
Number of Warrants Expired | (15,922,044) | |
Weighted average exercise price Expired | $ (500.03) | |
Number of Warrants, Outstanding - end of period | 217,085,783 | 15,922,044 |
Weighted average exercise price, Outstanding - end of period | $ 0.0868 | $ 500.03 |
Options and Warrants (Details_2
Options and Warrants (Details) - Schedule of weighted average remaining contractual life of warrants outstanding - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 217,085,783 | 15,922,044 |
Warrants Exercisable | 217,085,783 | 15,922,044 |
0.05 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices (in Dollars per share) | $ 0.02 | |
Warrants Outstanding | 600,000 | |
Warrants Exercisable | 600,000 | |
0.02 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices (in Dollars per share) | $ 0.05 | |
Warrants Outstanding | 125,698,340 | 9,800,000 |
Warrants Exercisable | 125,698,340 | 9,800,000 |
Weighted Average Remaining Contractual Life (years) | 1 month 20 days | |
0.10 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices (in Dollars per share) | $ 0.1 | |
Warrants Outstanding | 67,292,670 | 6,000,000 |
Warrants Exercisable | 67,292,670 | 6,000,000 |
Weighted Average Remaining Contractual Life (years) | 1 month 20 days | 10 months 17 days |
0.25 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices (in Dollars per share) | $ 0.25 | |
Warrants Outstanding | 13,206,000 | |
Warrants Exercisable | 13,206,000 | |
Weighted Average Remaining Contractual Life (years) | 1 year 6 months | |
0.275 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices (in Dollars per share) | $ 0.0275 | |
Warrants Outstanding | 8,727,273 | |
Warrants Exercisable | 8,727,273 | |
1.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 122,044 | |
Warrants Exercisable | 122,044 | |
Weighted Average Remaining Contractual Life (years) | 7 months 13 days | |
1.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise Prices (in Dollars per share) | $ 1 | |
Warrants Outstanding | 1,561,500 | |
Warrants Exercisable | 1,561,500 | |
Weighted Average Remaining Contractual Life (years) | 2 years 6 months | |
Minimum [Member] | 0.05 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 4 years 8 months 1 day | |
Minimum [Member] | 0.02 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 10 months 17 days | |
Minimum [Member] | 0.275 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 9 years 4 months 28 days | |
Maximum [Member] | 0.02 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 1 year 1 month 28 days | 1 year |
Maximum [Member] | 0.10 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 8 months 26 days | |
Maximum [Member] | 0.25 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 5 years | |
Maximum [Member] | 1.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 2 years 8 months 26 days |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | Jan. 25, 2021 | Mar. 13, 2019 | Jan. 01, 2016 | Nov. 19, 2020 | Dec. 31, 2021 | Apr. 02, 2018 |
Convertible Promissory Notes (Details) [Line Items] | ||||||
Convertible promissory notes | $ 3,082,055 | |||||
Net of debt discount | 3,743 | |||||
Net balance | 3,078,312 | |||||
Derivative liabilities | $ 5,738,020 | |||||
Unsecured Convertible Promissory Note [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Conversion price per share of debt, description | The Apr & May 2018 Notes had maturity dates of April 2, 2019 and May 31, 2019, respectively. The Apr & May 2018 Notes bear interest at 10% per year. 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. | |||||
Aggregate remaining amount | $ 218,064 | $ 300,000 | ||||
Investor amount | $ 570,000 | |||||
Reserved shares (in Shares) | 2,630,769 | |||||
Unsecured Convertible Promissory Note [Member] | 2014-2015 Notes [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Conversion price per share of debt, description | The 2014-2015 Notes bear interest at 10% per year. The 2014-2015 Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $4,200 to $9,800 (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. | |||||
Issued shares of common stock (in Shares) | 13,927,621 | |||||
Converted an aggregate principal amount | $ 81,150 | |||||
Accrued interest | 52,555 | |||||
Aggregate remaining amount | $ 1,200,000 | |||||
Unsecured Convertible Promissory Note [Member] | 2015-2016 Notes [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Conversion price per share of debt, description | The 2015-2016 Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $1,400 to $5,600 (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. | |||||
Aggregate remaining amount | $ 930,000 | |||||
Debt instrument interest rate | 10.00% | |||||
Unsecured Convertible Promissory Note [Member] | Nov 20 Note [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Aggregate remaining amount | $ 13,772 | |||||
Convertible debt | $ 50,000 | |||||
Convertible debt received funds | $ 50,000 | |||||
Maturity date | Nov. 19, 2021 | |||||
Bears interest rate | 10.00% | |||||
Unsecured convertible promissory note, description | The Nov 20 Note may be converted into shares of the Company’s common stock at a lesser price of $0.05 per share or (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade after the effective date, or (c) the lowest effective price per share granted. In addition, for each conversion, in event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day until the shares are delivered. The conversion feature of the Nov 20 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $10,047 during the year ended December 31, 2021. During the year ended December 31, 2021, the Company paid off $15,228 in cash, of the Nov 20 Note. As of December 31, 2021, the remaining balance of the Nov 20 Note was $13,772, which is short term.The Company entered into an unsecured convertible promissory note (the “Jan 21 Note”), on January 25, 2021 in the amount of $60,000. The Company received funds in the amount of $60,000. The Jan 21 Note matures on January 25, 2022, twelve months from the effective date of the Note. The Note may be extended sixty (60) months from the maturity date. The Jan 21 Note bears interest at 10% per year. The Jan 21 Note may be converted into shares of the Company’s common stock at a conversion price equal to the lower of (a) $0.05 per share, (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade after the effective date, or (c) the lowest effective price per share granted. | |||||
Interest expense | 10,047 | |||||
Cash paid | 15,228 | |||||
Unsecured Convertible Promissory Note [Member] | Jan 21 Note [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Convertible debt | $ 60,000 | |||||
Convertible debt received funds | $ 60,000 | |||||
Maturity date | Jan. 25, 2022 | |||||
Unsecured convertible promissory note, description | In addition, for each conversion, in event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day until the shares are delivered. | |||||
Interest expense | 23,358 | |||||
Remaining debt amount | $ 60,000 | |||||
Original Issue Discount Notes [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Conversion price per share of debt, description | After the amendment, the conversion price changed to the lesser of $5,600 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. | |||||
Accrued interest | $ 13,334 | |||||
Aggregate remaining amount | 184,124 | |||||
Conversion into common stock | 30,620 | |||||
Long term promissory notes | 62,275 | |||||
Convertible Debt [Member] | Dec 2015 Note [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Aggregate remaining amount | 167,048 | |||||
Accounts payable | 432,048 | |||||
Percentage of average of lowest closing prices | 75.00% | |||||
Convertible Debt [Member] | Sep 2016 Note [Member] | ||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||
Aggregate remaining amount | 430,896 | |||||
Accounts payable | $ 430,896 | |||||
Percentage of average of lowest closing prices | 75.00% |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details) - Schedule of outstanding convertible promissory notes - USD ($) | Dec. 31, 2021 | Mar. 13, 2019 |
Schedule of outstanding convertible promissory notes [Abstract] | ||
Convertible Promissory Notes, net of discount | $ 3,078,312 | |
Less current portion | 3,016,037 | $ 570,000 |
Total long-term liabilities | $ 62,275 |
Convertible Promissory Notes _3
Convertible Promissory Notes (Details) - Schedule of maturities of long-term debt | Dec. 31, 2021USD ($) |
Schedule of maturities of long-term debt [Abstract] | |
2022 | $ 3,019,780 |
2023 | 62,275 |
Total | $ 3,082,055 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contracts with Customers [Abstract] | ||
Contract assets | $ 378,932 | $ 148,734 |
Contract liability | $ 1,886,946 | $ 340,551 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - Schedule of disaggregation of revenue by type of good or service from contracts with customers - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Pump Stations | $ 285,323 | $ 144,755 |
Commission & Training | 36,189 | |
Total | 4,143,744 | 4,101,131 |
Type of Good or Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Equipment Contracts | 2,516,609 | 2,393,815 |
Component Sales | 1,149,861 | 1,441,251 |
Waste Water Treatment Systems | 57,729 | |
Services Sales | 98.033 | 121,310 |
Total | $ 4,143,744 | $ 4,101,131 |
Financial Assets (Details)
Financial Assets (Details) - USD ($) | Nov. 12, 2021 | May 15, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Financial Assets (Details) [Line Items] | ||||
Interest and fees | $ 15,988 | |||
Aggregate amount | $ 149,867 | |||
Converted common stock. (in Shares) | 45,208,649 | |||
Investment in securities in fair value amount | $ 198,918 | |||
Unrealized gain | 49,051 | |||
Fair value investment in securities description | the Company received 4,000 shares of WTII Series C convertible preferred stock for the use of OriginClear, Inc. technology associated with their proprietary electro water separation system. Each share of Series C convertible preferred stock is convertible into one thousand (1,000) shares of WTII common stock. The stock was valued at fair market value of $0.0075 for a price of $30,000 on the date of issuance. The Company analyzed the licensing agreement using ASU 606 to determine the timing of revenue recognition. | |||
Preferred shares fair value | $ 17,600 | |||
Convertible Note Receivable [Member] | ||||
Financial Assets (Details) [Line Items] | ||||
Convertible note percentage | 10.00% | |||
Convertible note amount | $ 80,000 | |||
Convertible note price percentage | 65.00% | |||
Number of trading days | 10 | |||
Conversion price per share (in Dollars per share) | $ 0.0001 | |||
Convertible note principal amount | $ 80,000 | |||
Convertible note accrued interest | 53,879 | |||
Convertible note total | 133,879 | |||
Convertible Note Receivable [Member] | Business Combination [Member] | ||||
Financial Assets (Details) [Line Items] | ||||
Convertible note recognized financial amount | $ 133,879 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Sep. 12, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 28, 2018 |
Loans Payable (Details) [Line Items] | |||||
Net balance | $ 80,646 | $ 342,896 | |||
Notes payable | $ 248,870 | ||||
Leaving balance | 0 | ||||
Proceeds from loans received | $ 505,000 | 150,000 | |||
Granted loan amount | $ 10,000 | ||||
Secured Loans Payable [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Leaving balance description | 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. As of December 31, 2020, the finance cost was fully amortized. During the year ended December 31, 2021, the Company settled the majority of the loans in the amount of $262,250, of which $157,250 was recognized on the statement of operations as a gain on write-off of loan payable. The term of the loans ranged from two months to six months. | ||||
Loan Payable-Related Party [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Maturity date, description | The loans bore interest at various rates to be originally repaid over a period of three (3) years at various maturity dates. | ||||
Paycheck Protection Program Loan [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Proceeds from loans received | $ 345,000 | ||||
Economic Injury Disaster Loan [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Proceeds from loans received | $ 345,000 | ||||
Granted loan amount | $ 10,000 |
Capital Leases (Details)
Capital Leases (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Capital Leases [Abstract] | |
Capital lease term | 60 months |
Monthly payments for lease | $ 757 |
Lease price (in Dollars per share) | $ / shares | $ 1 |
Capital leases current balance | $ 7,985 |
Capital Leases (Details) - Sche
Capital Leases (Details) - Schedule of maturities | Dec. 31, 2021USD ($) |
Schedule of maturities [Abstract] | |
Capital lease | $ 7,985 |
Less current portion | |
Total long-term liabilities | $ 7,985 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | |
Jan. 31, 2018 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Net operating loss carry-forwards (in Dollars) | $ 46,795,341 | |
Maximum [Member] | ||
Income Taxes (Details) [Line Items] | ||
U.S. statutory federal income tax rate | 35.00% | |
Minimum [Member] | ||
Income Taxes (Details) [Line Items] | ||
U.S. statutory federal income tax rate | 21.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of income tax provision [Abstract] | ||
Book income (loss) | $ 444,255 | $ 2,784,887 |
Tax to book differences for deductible expenses | 9,508 | 9,574 |
Tax non-deductible expenses | 1,166,218 | (3,845,607) |
Valuation Allowance | (1,619,981) | 1,051,146 |
Income tax expense |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of net deferred tax liabilities [Abstract] | ||
NOL carryover | $ 7,511,485 | $ 9,827,022 |
Other carryovers | 728,907 | 749,475 |
Depreciation | (158,296) | (102,841) |
Less Valuation Allowance | (8,082,096) | (10,472,656) |
Net deferred tax asset |
Assets Held For Sale (Details)
Assets Held For Sale (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | ||
Preferred stock fair value | $ 630,000 | |
Impairment of residential property | $ 116,000 | $ 133,879 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)m² | Mar. 13, 2019USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||
Monthly rent | $ 7,900 | |
Warrant reserve | 20,000 | |
Convertible notes | $ 3,016,037 | $ 570,000 |
Mckinney [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Area of land (in Square Meters) | m² | 0 | |
Base rent | $ 2,535 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Customers [Member] | ||
Concentrations (Details) [Line Items] | ||
Number of customers | 3 | 2 |
Percentage of billings | 64.24% | 34.00% |
Contract receivable (in Dollars) | $ 1,381,875 | $ 149,070 |
Suppliers [Member] | ||
Concentrations (Details) [Line Items] | ||
Number of suppliers | 3 | 3 |
Percentage of total expenses | 40.10% | 45.20% |
Accounts payable (in Dollars) | $ 279,082 | $ 170,963 |
Other Income (Details) - Schedu
Other Income (Details) - Schedule of other income - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of other income [Abstract] | ||
Debt forgiveness on SBA loan | $ 355,000 | |
Gain on conversion of note receivable | 149,867 | |
Other income | 4,939 | 16,521 |
Total Other Income | $ 509,806 | $ 16,521 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 02, 2022 | Feb. 11, 2022 | Jan. 25, 2022 | Jan. 07, 2022 | Jan. 04, 2022 | Mar. 30, 2022 | Feb. 25, 2022 | Feb. 18, 2022 | Feb. 14, 2022 | Feb. 14, 2022 | Jan. 24, 2022 | Mar. 21, 2022 | Mar. 28, 2022 | Dec. 31, 2021 | Mar. 31, 2022 |
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate of shares | 13,314,289 | ||||||||||||||
Series R Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate shares of common stock | 79,112,450 | ||||||||||||||
Aggregate of shares | 15 | ||||||||||||||
Series U preferred stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate shares of common stock | 7,538,432 | ||||||||||||||
Aggregate of shares | 1,560,000 | ||||||||||||||
Series L Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 828,451 | ||||||||||||||
Aggregate shares of common stock | 522 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 1 | ||||||||||||||
Aggregate of shares | 261,707 | ||||||||||||||
Subsequent Event [Member] | Series K Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 35 | ||||||||||||||
Aggregate shares of common stock | 35 | ||||||||||||||
Subsequent Event [Member] | Series W Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 10 | 145 | |||||||||||||
Aggregate shares of common stock | 694,446 | 17,193,676 | |||||||||||||
Subsequent Event [Member] | Series R Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 378 | ||||||||||||||
Aggregate shares of common stock | 27,162,453 | ||||||||||||||
Subsequent Event [Member] | Series U preferred stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 111,010,481 | 432 | |||||||||||||
Aggregate shares of common stock | 22,794,493 | ||||||||||||||
Subsequent Event [Member] | Series Y Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate shares of common stock | 12.4 | ||||||||||||||
Aggregate purchase price (in Dollars) | $ 1,244,200 | ||||||||||||||
Subscription agreements, description | The Company also issued an aggregate of 9,953,600 warrants to these investors. | ||||||||||||||
Subsequent Event [Member] | Series V Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 4 | ||||||||||||||
Aggregate shares of common stock | 4 | ||||||||||||||
Subsequent Event [Member] | Series F Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 100 | ||||||||||||||
Aggregate shares of common stock | 100 | ||||||||||||||
Subsequent Event [Member] | Series Z Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 25 | ||||||||||||||
Aggregate purchase price (in Dollars) | $ 250,000 | ||||||||||||||
Subscription agreements, description | The Company also issued an aggregate of 2,500,000 warrants to the investor. | ||||||||||||||
Subsequent Event [Member] | Series L Preferred Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate converted shares | 124 | ||||||||||||||
Aggregate shares of common stock | 14,528,106 | ||||||||||||||
Forecast [Member] | Subsequent Event [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Subsequent event, description | the Company filed a certificate of designation (the “Series Z COD”) of Series Z preferred stock (the “Series Z”) with the Secretary of State of Nevada. Pursuant to the Series Z COD, the Company designated 25 shares of preferred stock as Series Z. The Series Z has an original issue price of $10,000 per share. The Series Z holders will not be entitled to dividends or any voting rights except as may be required by applicable law. The Series Z will be convertible into common stock of the Company pursuant to the Series Z COD, provided that, the Series Z may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which amount may be increased up to 9.99% upon 61 days’ written notice). The Company will have the right (but no obligation) to redeem the Series Z at any time at a redemption price equal to the original issue price plus any accrued but unpaid distributions of 25% of Subsidiary’s annual net profits. On February 18, 2022, the Company issued an aggregate of 25 shares of Series Z preferred stock. | ||||||||||||||
Convertible promissory notes [Member] | Subsequent Event [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Aggregate shares of common stock | 12,461,909 | ||||||||||||||
Aggregate principal and interest amount (in Dollars) | $ 119,634 | ||||||||||||||
GTR Plaintiffs [Member] | Subsequent Event [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Subsequent event, description | (i) the GTR Defendants paid $25,000 to the GTR Plaintiffs, (ii) the parties mutually released each other from all claims, controversies, etc. that could have been asserted by any party against any other party pursuant to the aforesaid merchant funding agreements and settlement entered thereunder, and (iii) the GTR Plaintiffs dismissed with prejudice the action commenced by the GTR Plaintiffs in the Supreme Court for the State of New York in and for the County of Ontario and the appeal in the United States Court of Appeals for the Second Circuit. |