Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 17, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | NONE | ||
Entity Information [Line Items] | |||
Entity Registrant Name | ORIGINCLEAR, INC. | ||
Entity Central Index Key | 0001419793 | ||
Entity File Number | 333-147980 | ||
Entity Tax Identification Number | 26-0287664 | ||
Entity Incorporation, State or Country Code | NV | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 9,485,864 | ||
Entity Contact Personnel [Line Items] | |||
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 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (727) | ||
Local Phone Number | 440-4603 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | N/A | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NONE | ||
Entity Common Stock, Shares Outstanding | 1,517,699,125 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | M&K CPAS, PLLC |
Auditor Firm ID | 2738 |
Auditor Location | The Woodlands, TX |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 114,640 | $ 790,697 |
Fair value investment in securities | 36,166 | 27,125 |
Prepaid expenses | 25,000 | |
Current assets held-for-sale | 2,338,798 | 4,522,731 |
TOTAL CURRENT ASSETS | 2,489,604 | 5,365,553 |
Net property and equipment | 143,366 | 169,683 |
Net property and equipment held-for-sale | 3,370 | 7,386 |
NET PROPERTY AND EQUIPMENT | 146,736 | 177,069 |
OTHER ASSETS | ||
Long term assets held for sale | 400,000 | |
Receivable on sale of asset | 99,000 | |
Fair value investment-securities | 3,200 | 2,400 |
Trademark | 4,467 | 4,467 |
Non-current assets held for sale | 400,000 | 400,000 |
TOTAL OTHER ASSETS | 506,667 | 806,867 |
TOTAL ASSETS | 3,143,007 | 6,349,489 |
Current Liabilities | ||
Accounts payable and other payable | 647,483 | 791,157 |
Accrued expenses | 1,774,513 | 1,591,386 |
Cumulative preferred stock dividends payable | 523,403 | 415,597 |
Customer deposit | 2,950 | 2,950 |
Secured Loans payable | 30,646 | 30,646 |
Loan payable, SBA | 147,217 | 149,790 |
Derivative liabilities | 7,742,759 | 9,578,904 |
Series F 8% Preferred Stock, 60 and 60 shares issued and outstanding, respectively, redeemable value of $60,000 and $60,000 respectively | 60,000 | 60,000 |
Series G 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively, redeemable value of $25,000 and $25,000, respectively | 25,000 | 25,000 |
Series I 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively, redeemable value of $25,000 and $25,000, respectively | 25,000 | 25,000 |
Series K 8% Preferred Stock, 307.15 and 407.15 shares issued and outstanding, respectively, redeemable value of $307,150 and $407,150, respectively | 307,150 | 407,150 |
Convertible promissory notes, net of discount of $0 and $0, respectively (Note 5) | 2,472,944 | 1,037,983 |
Current liabilities held-for-sale | 20,980,431 | 5,495,169 |
Total Current Liabilities | 34,739,496 | 19,610,732 |
Long Term Liabilities | ||
Convertible promissory notes, net of discount of $0 and$0, respectively | 144,747 | 1,888,772 |
Total Long Term Liabilities | 144,747 | 1,888,772 |
Total Liabilities | 34,884,243 | 21,499,504 |
COMMITMENTS AND CONTINGENCIES (See Note 13) | ||
Convertible preferred stock | 7,522,722 | 10,866,772 |
SHAREHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value, 600,000,000 shares authorized 1,000 and 1,001,000 shares of Series C issued and outstanding, respectively 31,500,000 and 31,500,000 shares of Series D-1 issued and outstanding, respectively | ||
TOTAL SHAREHOLDERS’ DEFICIT | (39,263,958) | (26,016,787) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 3,143,007 | 6,349,489 |
Series J Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 210,000 | 210,000 |
Series L Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 320,495 | 320,495 |
Series M Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 1,007,500 | 1,007,500 |
Series O 8% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 190,000 | 230,000 |
Series P Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 30,000 | 30,000 |
Series Q 12% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 420,000 | 615,000 |
Series R 12% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 1,608,000 | 2,828,000 |
Series S 12% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 120,000 | 170,000 |
Series U Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 270,000 | 385,000 |
Series W 12% Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 886,500 | 819,500 |
Series X Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 250,000 | |
Series Y Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 2,460,227 | 3,751,277 |
Series Z Convertible Preferred Stock | ||
Long Term Liabilities | ||
Convertible preferred stock | 250,000 | |
Series D-1 Preferred Stock | ||
SHAREHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value, 600,000,000 shares authorized 1,000 and 1,001,000 shares of Series C issued and outstanding, respectively 31,500,000 and 31,500,000 shares of Series D-1 issued and outstanding, respectively | 3,150 | 3,150 |
Subscription payable for purchase of equipment | 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 1,399,782,046 and 1,013,369,185 equity shares issued and outstanding, respectively | 139,978 | 101,337 |
Additional paid in capital - Common stock | 81,949,274 | 82,745,503 |
Noncontrolling Interest | (2,239,493) | |
Accumulated other comprehensive loss | (132) | (132) |
Accumulated deficit | $ (119,216,735) | $ (108,966,645) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, shares issued | 25 | 25 |
Preferred stock, shares outstanding | 25 | 25 |
Preferred stock, redeemable value (in Dollars) | $ 25,000 | $ 25,000 |
Net of discount (in Dollars) | 0 | 0 |
Convertible promissory notes, net of discount (in Dollars) | $ 0 | $ 0 |
Preferred stock, shares authorized | 600,000,000 | 600,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 10,000,000 | |
Common stock, shares outstanding | 10,000,000 | |
Series F 8% Preferred Stock | ||
Preferred Stock, shares issued | 60 | 60 |
Preferred stock, shares outstanding | 60 | 60 |
Preferred stock, redeemable value (in Dollars) | $ 60,000 | $ 60,000 |
Series I 8% Preferred Stock | ||
Preferred Stock, shares issued | 25 | 25 |
Preferred stock, shares outstanding | 25 | 25 |
Preferred stock, redeemable value (in Dollars) | $ 25,000 | $ 25,000 |
Series K 8% Preferred Stock | ||
Preferred Stock, shares issued | 307.15 | 407.15 |
Preferred stock, shares outstanding | 307.15 | 407.15 |
Preferred stock, redeemable value (in Dollars) | $ 307,150 | $ 407,150 |
Series J Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 210,000 | $ 210,000 |
Convertible preferred stock, shares issued | 210 | 210 |
Convertible preferred stock, shares outstanding | 210 | 210 |
Series L Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 320,495 | $ 320,495 |
Convertible preferred stock, shares issued | 320,495 | 320,495 |
Convertible preferred stock, shares outstanding | 320,495 | 320,495 |
Series M Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 1,007,500 | $ 1,007,500 |
Convertible preferred stock, shares issued | 40,300 | 40,300 |
Convertible preferred stock, shares outstanding | 40,300 | 40,300 |
Series O 8% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 190,000 | $ 230,000 |
Convertible preferred stock, shares issued | 190 | 230 |
Convertible preferred stock, shares outstanding | 190 | 230 |
Series P Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 30,000 | $ 30,000 |
Convertible preferred stock, shares issued | 30 | 30 |
Convertible preferred stock, shares outstanding | 30 | 30 |
Series Q 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 420,000 | $ 615,000 |
Convertible preferred stock, shares issued | 420 | 615 |
Convertible preferred stock, shares outstanding | 420 | 615 |
Series R 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 1,608,000 | $ 2,828,000 |
Convertible preferred stock, shares issued | 1,608 | 2,828 |
Convertible preferred stock, shares outstanding | 1,608 | 2,828 |
Series S 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 120,000 | $ 170,000 |
Convertible preferred stock, shares issued | 120 | 170 |
Convertible preferred stock, shares outstanding | 120 | 170 |
Series U Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 270,000 | $ 385,000 |
Convertible preferred stock, shares issued | 270 | 385 |
Convertible preferred stock, shares outstanding | 270 | 385 |
Series W 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 886,500 | $ 819,500 |
Convertible preferred stock, shares issued | 886.5 | 819.5 |
Convertible preferred stock, shares outstanding | 886.5 | 819.5 |
Series X Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 0 | $ 250,000 |
Convertible preferred stock, shares issued | 0 | 250 |
Convertible preferred stock, shares outstanding | 0 | 250 |
Series Y Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 2,460,227 | $ 3,751,277 |
Convertible preferred stock, shares issued | 24.6 | 37.51 |
Convertible preferred stock, shares outstanding | 24.6 | 37.51 |
Series Z Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 0 | $ 250,000 |
Convertible preferred stock, shares issued | 0 | 250 |
Convertible preferred stock, shares outstanding | 0 | 250 |
Series C Preferred Stock | ||
Preferred Stock, shares issued | 1,000 | 1,001,000 |
Preferred stock, shares outstanding | 1,000 | 1,001,000 |
Series D-1 Preferred Stock | ||
Preferred Stock, shares issued | 31,500,000 | 31,500,000 |
Preferred stock, shares outstanding | 31,500,000 | 31,500,000 |
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 | 1,399,782,046 | 1,013,369,185 |
Common stock, shares outstanding | 1,399,782,046 | 1,013,369,185 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Sales | $ 26,292 | $ 26,292 |
Cost of Goods Sold | ||
Gross Profit | 26,292 | 26,292 |
Operating Expenses | ||
Selling and marketing expenses | 2,382,753 | 2,618,083 |
General and administrative expenses | 3,018,782 | 3,215,934 |
Impairment of asset for sale | 114,000 | |
Depreciation and amortization expense | 26,317 | 30,398 |
Total Operating Expenses | 5,427,852 | 5,978,415 |
Loss from Operations | (5,401,560) | (5,952,123) |
OTHER INCOME (EXPENSE) | ||
Impairment of receivable from SPAC | (50,000) | |
Gain on write off of loans payable | 218,064 | 75,000 |
Unrealized gain (loss) on investment securities | 9,842 | (186,994) |
Gain (Loss) on conversion of preferred stock | (434,380) | |
Cash settlement for non-conversion of common stock | (13,500) | |
Gain (Loss) on redemption of common stock | 7,499,390 | |
Gain (Loss) on net change in derivative liability and conversion of debt | 1,836,145 | (3,052,775) |
Interest and dividend expense | (806,188) | (901,623) |
TOTAL OTHER (EXPENSE) INCOME | 8,707,253 | (4,514,272) |
Net income (loss) from continued operations | 3,305,693 | (10,466,395) |
Net loss from assets held-for-sale | (14,931,476) | (324,326) |
NET LOSS | $ (11,625,783) | $ (10,790,721) |
Basic earnings per share from continuing operations (in Dollars per share) | $ 0 | $ (0.02) |
Basic (loss) earnings per share from assets held-for-sale (in Dollars per share) | (0.01) | (0.02) |
BASIC (in Dollars per share) | $ (0.01) | $ (0.02) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC (in Shares) | 1,285,642,179 | 679,049,314 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted earnings per share from continuing operations | $ 0 | $ (0.02) |
Diluted (loss) earnings per share from assets held-for-sale | (0.01) | (0.02) |
DILUTED | $ (0.01) | $ (0.02) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, DILUTED (in Shares) | 1,285,642,179 | 679,049,314 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Deficit - USD ($) | Preferred stock | Mezzanine Equity | Common stock | Additional Paid-in- Capital | Subscription Payable | Accumulated Other Comprehensive loss | Noncontrolling Interest | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 3,304 | $ 10,183,092 | $ 30,688 | $ 75,720,147 | $ 100,000 | $ (132) | $ (98,175,924) | $ (22,321,917) | |
Balance (in Shares) at Dec. 31, 2021 | 33,038,213 | 306,883,932 | |||||||
Common stock issuance for conversion of debt and accrued interest | $ 3,990 | 266,556 | 270,546 | ||||||
Common stock issuance for conversion of debt and accrued interest (in Shares) | 39,900,514 | ||||||||
Common stock issued at fair value for services | $ 6,320 | 1,427,508 | 1,433,828 | ||||||
Common stock issued at fair value for services (in Shares) | 63,201,050 | ||||||||
Common stock issued for conversion of Series E Preferred stock | $ (154) | $ 7 | 147 | ||||||
Common stock issued for conversion of Series E Preferred stock (in Shares) | (1,537,213) | 76,865 | |||||||
Common stock issued for conversion of Series J Preferred stock | (5,000) | $ 51 | 4,949 | 5,000 | |||||
Common stock issued for conversion of Series J Preferred stock (in Shares) | 512,737 | ||||||||
Common stock issued for conversion of Series L Preferred stock | (284,080) | $ 2,515 | 281,565 | 284,080 | |||||
Common stock issued for conversion of Series L Preferred stock (in Shares) | 25,145,849 | ||||||||
Common stock issued for conversion of Series O Preferred stock | (385,000) | $ 4,065 | 380,935 | 385,000 | |||||
Common stock issued for conversion of Series O Preferred stock (in Shares) | 40,646,122 | ||||||||
Common stock issued for conversion of Series P Preferred stock | (27,500) | $ 353 | 27,147 | 27,500 | |||||
Common stock issued for conversion of Series P Preferred stock (in Shares) | 3,527,317 | ||||||||
Common stock issued for conversion of Series Q Preferred stock | (100,000) | $ 1,264 | 98,736 | 100,000 | |||||
Common stock issued for conversion of Series Q Preferred stock (in Shares) | 12,642,226 | ||||||||
Common stock issued for conversion of Series R Preferred stock | (604,267) | $ 4,449 | 599,818 | 604,267 | |||||
Common stock issued for conversion of Series R Preferred stock (in Shares) | 44,494,096 | ||||||||
Common stock issued for conversion of Series T Preferred stock | (630,000) | $ 8,628 | 621,372 | 630,000 | |||||
Common stock issued for conversion of Series T Preferred stock (in Shares) | 86,281,921 | ||||||||
Common stock issued for conversion of Series U Preferred stock | (681,500) | $ 3,650 | 677,850 | 681,500 | |||||
Common stock issued for conversion of Series U Preferred stock (in Shares) | 36,497,792 | ||||||||
Common stock issued for conversion of Series W Preferred stock | (245,000) | $ 2,149 | 242,851 | 245,000 | |||||
Common stock issued for conversion of Series W Preferred stock (in Shares) | 21,489,284 | ||||||||
Common stock issued for conversion of Series Y Preferred stock | (2,000,000) | $ 15,058 | 1,984,942 | 2,000,000 | |||||
Common stock issued for conversion of Series Y Preferred stock (in Shares) | 150,578,177 | ||||||||
Common stock issued for Series O Preferred stock dividends | $ 126 | (126) | |||||||
Common stock issued for Series O Preferred stock dividends (in Shares) | 1,256,639 | ||||||||
Common stock issued for make good shares for Series P Preferred stock | $ 52 | (52) | |||||||
Common stock issued for make good shares for Series P Preferred stock (in Shares) | 518,232 | ||||||||
Common stock issued for make good shares for Series R Preferred stock | $ 104 | (104) | |||||||
Common stock issued for make good shares for Series R Preferred stock (in Shares) | 1,041,662 | ||||||||
Common stock issued for conversion settlement | $ 17,909 | (17,909) | |||||||
Common stock issued for conversion settlement (in Shares) | 179,090,390 | ||||||||
Common stock returned from non conversion | (5,250) | $ (41) | (5,209) | (5,250) | |||||
Common stock returned from non conversion (in Shares) | (409,518) | ||||||||
Common stock forfeited | |||||||||
Common stock forfeited (in Shares) | (6,102) | ||||||||
Issuance of Series Y Preferred stock through a private placement | 4,881,277 | ||||||||
Issuance of Series Z Preferred stock through a private placement | 250,000 | ||||||||
Exchange of Series F Preferred stock for Series Q Preferred stock | 200,000 | ||||||||
Exchange of Series I Preferred stock for Series W Preferred stock | 210,000 | ||||||||
Exchange of Series K Preferred stock for Series W Preferred stock | 110,000 | ||||||||
Loss on conversion of Preferred stock | 434,380 | 434,380 | |||||||
Net Loss | (10,790,721) | (10,790,721) | |||||||
Balance at Dec. 31, 2022 | $ 3,150 | 10,866,772 | $ 101,337 | 82,745,503 | 100,000 | (132) | (108,966,645) | (26,016,787) | |
Balance (in Shares) at Dec. 31, 2022 | 31,501,000 | 1,013,369,185 | |||||||
Rounding | $ (2) | 2 | 1 | ||||||
Common stock issued for cash per equity financing agreement | $ 2,050 | 139,323 | 141,373 | ||||||
Common stock issued for cash per equity financing agreement (in Shares) | 20,492,456 | ||||||||
Common stock issued upon conversion of convertible promissory note | $ 5,579 | 161,786 | 167,365 | ||||||
Common stock issued upon conversion of convertible promissory note (in Shares) | 55,788,402 | ||||||||
Common stock issued at fair value for services | $ 8,052 | 774,553 | 782,605 | ||||||
Common stock issued at fair value for services (in Shares) | 80,519,927 | ||||||||
Common stock issued for conversion of Series O Preferred stock | (40,000) | $ 772 | 39,228 | 40,000 | |||||
Common stock issued for conversion of Series O Preferred stock (in Shares) | 7,722,008 | ||||||||
Common stock issued for conversion of Series Q Preferred stock | (195,000) | $ 5,034 | 189,966 | 195,000 | |||||
Common stock issued for conversion of Series Q Preferred stock (in Shares) | 50,340,392 | ||||||||
Common stock issued for conversion of Series R Preferred stock | (1,120,000) | $ 25,079 | 1,094,921 | 1,120,000 | |||||
Common stock issued for conversion of Series R Preferred stock (in Shares) | 250,786,688 | ||||||||
Common stock issued for conversion of Series S Preferred stock | (50,000) | $ 886 | 49,114 | 50,000 | |||||
Common stock issued for conversion of Series S Preferred stock (in Shares) | 8,864,250 | ||||||||
Common stock issued for conversion of Series U Preferred stock | (115,000) | $ 1,905 | 113,095 | 115,000 | |||||
Common stock issued for conversion of Series U Preferred stock (in Shares) | 19,051,616 | ||||||||
Common stock issued for conversion of Series W Preferred stock | (33,000) | $ 756 | 32,244 | 33,000 | |||||
Common stock issued for conversion of Series W Preferred stock (in Shares) | 7,559,934 | ||||||||
Common stock issued for conversion of Series Y Preferred stock | (1,901,500) | $ 35,859 | 1,865,641 | 1,901,500 | |||||
Common stock issued for conversion of Series Y Preferred stock (in Shares) | 358,587,063 | ||||||||
Common stock issued for conversion of Series Z Preferred stock | (250,000) | $ 6,173 | 243,827 | 250,000 | |||||
Common stock issued for conversion of Series Z Preferred stock (in Shares) | 61,728,395 | ||||||||
Common stock issued for Series O Preferred stock dividends | $ 87 | (87) | |||||||
Common stock issued for Series O Preferred stock dividends (in Shares) | 869,449 | ||||||||
Common stock issued for conversion of settlement agreements | $ 30,644 | (30,644) | |||||||
Common stock issued for conversion of settlement agreements (in Shares) | 306,434,197 | ||||||||
Common stock issued for alternative vesting | $ 1,158 | 119,382 | 120,540 | ||||||
Common stock issued for alternative vesting (in Shares) | 11,584,932 | ||||||||
Redemption of common stock for note purchase agreements | $ (85,391) | (7,413,999) | (7,499,390) | ||||||
Redemption of common stock for note purchase agreements (in Shares) | (853,916,848) | ||||||||
Issuance of Series A and B Preferred stock granted to Series Y investors at fair value | 1,423,341 | (846,723) | 576,618 | ||||||
Issuance of Series A and B Preferred stock granted to Series Y investors at fair value (in Shares) | |||||||||
Issuance of common shares for Reg A for cash | 77,078 | (17,078) | 60,000 | ||||||
Issuance of common shares for Reg A for cash (in Shares) | |||||||||
Issuance of Series Y Preferred stock through a private placement | 635,450 | ||||||||
Exchange of Series K Preferred stock for Series W Preferred stock | 100,000 | ||||||||
Exchange of Series R Preferred stock for WODI secured convertible note | (100,000) | ||||||||
Exchange of Series X Preferred stock for WODI secured convertible note | (250,000) | ||||||||
Return of investment for Series Y Preferred stock | (25,000) | ||||||||
Issuance of warrants | 325,000 | 325,000 | |||||||
Net Loss | (1,375,692) | (10,250,090) | (11,625,783) | ||||||
Balance at Dec. 31, 2023 | $ 3,150 | $ 7,522,722 | $ 139,978 | $ 81,949,274 | $ 100,000 | $ (132) | $ (2,239,493) | $ (119,216,735) | $ (39,263,958) |
Balance (in Shares) at Dec. 31, 2023 | 31,501,000 | 1,399,782,046 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) from continuing operations | $ 3,305,693 | $ (10,466,395) |
Net loss related to assets held-for-sale | (14,931,476) | (324,326) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 30,333 | 39,959 |
Common and preferred stock issued for services | 782,605 | 1,433,828 |
Change in fair value of derivative liability | (1,836,145) | 3,052,775 |
Shares issued for services, related party | 120,540 | |
Preferred stock incentive compensation expense | 576,618 | |
Debt discount recognized as interest expense | 59,900 | 3,743 |
Net unrealized (gain) loss on fair value of securities | (9,842) | 186,993 |
Impairment of assets held for sale | 114,000 | |
Impairment of receivable from SPAC | 4,029,985 | 737,267 |
Conversion and settlement value loss on WODI | 609,199 | |
(Gain) Loss on conversion of preferred stock | 434,380 | |
Gain on write off of payable | (218,064) | (50,000) |
Change in Assets (Increase) Decrease in: | ||
Contracts receivable | 969,619 | (328,156) |
Contract asset | 1,024,389 | (1,100,559) |
Inventory asset | 2,850 | |
Prepaid expenses and other assets | 25,000 | (11,889) |
Change in Liabilities Increase (Decrease) in: | ||
Accounts payable | (1,784,052) | 2,350,309 |
Accrued expenses | 1,320,131 | 215,744 |
Contract liabilities | 413,909 | (954,488) |
Tax liability 83(b) | (2,000) | 15,600 |
NET CASH USED IN OPERATING ACTIVITIES | (5,513,658) | (4,648,365) |
CASH FLOWS USED FROM INVESTING ACTIVITIES: | ||
Purchase of Class B Common Shares in SPAC | (400,000) | |
Purchase of SPAC notes payable | (4,029,985) | (737,267) |
Payments received on long term asset | 301,000 | |
Purchase of fixed assets | (18,000) | (21,637) |
NET CASH USED IN INVESTING ACTIVITIES | (3,746,985) | (1,158,904) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on capital lease | (7,985) | |
Payments on loan payable, SBA | (2,573) | |
Proceeds from Line of credit | 345,875 | |
Payments on Line of credit | (167,067) | |
Proceeds from loans, merchant cash advance | 90,000 | |
Payments on loans, merchant cash advance | (39,205) | |
Equity financing purchase agreement | 141,373 | |
Net payments on cumulative preferred stock dividends and distributions | 107,806 | 58,870 |
Convertible secured promissory notes | 6,923,000 | 1,347,500 |
Common stock issued for Reg A for cash | 60,000 | |
Proceeds from issuance of warrants | 325,000 | |
Net proceeds for issuance of preferred stock for cash - mezzanine classification | 610,450 | 5,057,277 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 8,394,659 | 6,455,662 |
NET (DECREASE) INCREASE IN CASH | (865,984) | 648,393 |
CASH BEGINNING OF PERIOD | 1,354,814 | 706,421 |
CASH END OF PERIOD | 488,830 | 1,354,814 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest and dividends paid | 951,531 | |
Taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||
Common stock issued at fair value for conversion of debt, plus accrued interest, and other fees | 167,365 | 270,546 |
Issuance of Series O dividends | 87 | 126 |
Preferred stock converted to common stock - mezzanine | 3,704,500 | 4,962,347 |
Exchange of Series R preferred stock for WODI secured convertible note | 100,000 | |
Exchange of Series X preferred stock for WODI secured convertible note | 250,000 | |
Exchange from mezzanine to liability | 520,000 | |
Common stock issued as settlement | 30,644 | 17,909 |
Conversion of preferred stock to common stock | $ 154 |
Organization and Line of Busine
Organization and Line of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Line of Business [Abstract] | |
ORGANIZATION AND LINE OF BUSINESS | 1. ORGANIZATION AND LINE OF BUSINESS Organization OriginClear, Inc. (the “Company”) was incorporated in the state of Nevada on June 1, 2007. The Company, which was then 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 was expected to license regional joint ventures for water treatment. 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 and terminated all activities of OCT in Hong Kong, China, working instead with Permionics when applicable. As of December 31, 2023, 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”). PWT, which is based in Dallas, Texas, is responsible for a significant percentage of the Company’s revenue, specializing in engineered water treatment solutions and custom treatment systems 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 - Modular Water Systems (“MWS”) In May 2020, the Company relocated its principal offices to 13575 58th Street North, Suite 200, Clearwater, FL 33760. On April 13, 2021, the Company announced formation of a wholly-owned subsidiary called Water On Demand #1, Inc. (“WOD #1”) to launch its newly incubated outsourced water treatment business called Water On Demand (“WOD”). The WOD model intends to offer private businesses water self-sustainability as a service - the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate or “DBOO”. On May 10, 2021, the Company announced that it had 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. On May 16, 2021, the Company applied for a registered trademark for the mark $H2O as the blockchain system representing this activity. As of December 31, 2023, there is no plan to actively develop a blockchain-based asset. 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, additional Water on Demand (WOD) subsidiaries - Water On Demand #2, Inc. (“WOD #2”), Water On Demand #3, Inc. (“WOD #3”), Water On Demand #4, Inc. (“WOD #4”) were separately created to permit optional segmenting of capital pools according to strategic partnerships. The Company has now simplified this structure by placing all funds in WOD #1 and tracking the partnerships within that company. As they are subject to a security guaranty by the Company, the WOD Subsidiaries, and the capital raised for them through the Company’s Series Y offering, shall continue to be held by the Company and made available for use by WODI, to be deployed, subject to a planned management contract. On April 13, 2022, the Company’s Board of Directors approved the plan to spin off its WOD business into a newly formed wholly-owned subsidiary, Water On Demand Inc. (“WODI”), which will hold the assets, liabilities, intellectual property and business operations of the WOD business. WODI is designed to select projects, fully qualify them, provide financing for DBOO service contracts, and thereafter manage assets, contracts, clients, investors, strategic partners and vendors. On December 22, 2022, WODI entered into a Membership Interest Purchase and Transfer Agreement (the “Purchase Agreement”) with Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan (each a “Seller”, and collectively, the “Sellers”) and Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which WODI purchased 100 membership interests in the Sponsor (“Purchased Interests”) from the Sellers, which constitutes 100% of the membership interests in the Sponsor. The Sponsor owns 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B common stock (the “Class B Common Stock”) of Fortune Rise Acquisition Corporation, a Delaware Corporation (the “SPAC”). On December 29, 2022, the Company announced that its subsidiary, Water On Demand, Inc. has closed the acquisition of Fortune Rise Sponsor, LLC, which is the sponsor of Fortune Rise Acquisition Corp. On January 5, 2023, WODI signed a non-binding Letter of Intent with Fortune Rise Acquisition Corporation, a Delaware corporation (“Fortune Rise”), under which Fortune Rise proposes to acquire all the outstanding securities of WODI, based on certain material financial and business terms and conditions being met. On February 7, 2023, Fortune Rise Acquisition Corporation (Nasdaq: FRLA) and OriginClear Inc. announced that WODI deposited $977,500 (the “Second Extension Payment”) into the Company’s trust account for its public shareholders, representing $0.10 per public share, which enables FRAC to extend the period of time it has to consummate its initial business combination by an additional three months from February 5, 2023 to May 5, 2023 (the “Second Extension”). In a meeting on April 10, 2023, FRLA shareholders agreed to a final extension of the period of time it has to consummate its initial business combination by an additional six months from May 5, 2023 to November 5, 2023. On September 21, 2023, WODI entered into a merger agreement with PWT whereby WODI was merged with PWT. The merger of these entities was completed to create better enterprise value for a potential merger opportunity with FRLA. In connection with the merger with WODI, PWT changed its name to Water on Demand, Inc. On September 28, 2023, the Letter of Intent (“LOI”) executed on January 5, 2023 with WODI was amended to designate PWT as the new target of the acquisition. Under the amended LOI, FRLA proposed to acquire all the outstanding securities of the new combined WODI/PWT entity, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements. On October 24, 2023 FRLA and WODI entered into a definitive business combination agreement (the “BCA”). The transaction represents a pro forma equity valuation of approximately $72 million of the Combined Company, assuming no further redemptions of FRLA public shares by FRLA’s public shareholders. On October 25, 2023, at the Special Meeting, FRLA shareholders approved a proposal to extend the period of time FRLA has to consummate its initial business combination by an additional one year from November 5, 2023 to November 5, 2024, by up to twelve one-month extensions, subject to certain conditions. On February 14, 2024, WODI and Fortune Rise Acquisition Corporation (Nasdaq: FRLA), filed a registration statement on Form S-4 with the SEC which includes a preliminary proxy statement and prospectus in connection with the proposed business combination with WODI. Line of Business OriginClear was founded as OriginOil® in 2007 and began trading on the OTC in 2008. In 2015, it was renamed as OriginClear® to reflect its new mission to develop breakthrough businesses in the industrial water sector. Today, OriginClear structures itself as the Clean Water Innovation Hub™ and intends to use its well-developed retail investor development capabilities to help bring potentially disruptive companies to market. For the foreseeable future, however, OriginClear intends to devote its entire capabilities to the success of its subsidiary, Water On Demand, Inc. (WODI). In 2023, OriginClear combined three of its operating divisions into the single WODI subsidiary, in anticipation of a merger of such subsidiary with Fortune Rise Acquisition Corp (“FRLA”) a Special Purpose Acquisition Company. The definitive merger agreement between WODI and FRLA was announced on October 24, 2023: https://www.originclear.com/company-news/originclears-water-on-demand-and-fortune-rise-acquisition-corporation-announce-business-combination-to-create-nasdaq-listed-company. WODI is composed of three operating units, Modular Water Systems (“MWS”), Progressive Water Treatment (“PWT”), and Water on Demand (“WOD”), the last being a development stage business. ● PWT is responsible for a significant percentage of the Company’s revenue, specializing in engineered water treatment solutions and custom treatment systems. ● MWS houses a worldwide, exclusive master license to the intellectual property of Daniel M. Early, consisting of five patents and related intellectual property, know-how and trade secrets (“Early IP”). In April 2023, OriginClear commissioned a valuation of the Early IP. MWS, features products differentiated by the Early IP and complemented with additional knowhow and trade secrets. ● WOD is an incubation of the Company which intends to offer private businesses water self-sustainability as a service - the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate (“DBOO”). 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, 2023 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, 2023, the Company obtained funds from the issuance of convertible note agreements and from sale of its preferred stock. Management believes this funding will continue from its’ current investors and from new investors. The Company generated revenue of $26,292 and its operating divisions have 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, 2023 | |
Summary of Significant Accounting Polices [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its subsidiaries Water On Demand, Inc. (‘WODI’), (which consists of operating divisions Progressive Water Treatment, Modular Water Systems and Water On Demand), Water On Demand #1, 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, 2023, there was no cash balance in excess of the FDIC limits. 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, 2023 and 2022, respectively, as the inclusion of any potential shares in the year ended December 31, 2023, would have had an anti-dilutive effect due to the Company generating a loss. For the Years Ended 2023 2022 Income (Loss) to common shareholders (Numerator) – continuing operations $ 3,305,693 $ (10,466,395 ) Loss to common shareholders (Numerator) – related to assets held-for sale $ (14,931,476 ) (324,326 ) Basic and diluted weighted average number of common shares outstanding (Denominator) 1,285,642,179 679,049,314 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, 2023 Warrant shares 64,802,589 Convertible debt shares 95,671,040 1,227,427,097 Preferred shares 31,500,000 December 31, 2022 Warrant shares 94,973,989 Convertible debt shares 1,416,717 886,911,604 Preferred shares 31,500,000 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 $379,335 and $17,315 as of December 31, 2023 and 2022, respectively. The net contract receivable balance was $1,509,504 and $2,479,123 at December 31, 2023 and 2022, 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, 2023 and 2022, and determined there was no impairment of indefinite lived intangibles and goodwill. Prepaid Expenses The Company records expenditures that have been paid in advance as prepaid expenses. The prepaid expenses are initially recorded as assets, because they have future economic benefits, and are expensed at the time the benefits are realized. The prepaid expenses balance was $0 and $25,000 at December 31, 2023 and December 31, 2022, respectively. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $201,323 and $206,285 for the years ended December 31, 2023 and 2022, 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, 2023 2022 Machinery and Equipment $ 383,569 $ 383,569 Computer Equipment 66,493 66,493 Furniture 29,810 29,810 Leasehold Improvements 26,725 26,725 Vehicles 64,276 64,276 Demo Units 36,139 36,139 607,012 607,012 Less accumulated depreciation (460,276 ) (429,943 ) Net Property and Equipment $ 146,736 $ 177,069 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, 2023 and 2022, was $26,317 and $30,398, respectively. Other Assets Assets Held for Sale – Continuing Operations 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 were exercisable at any time in whole or in part. 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 at that time. The real property consisted 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 at that time. The real property was listed for sale beginning in July 2021. However, based on indicators of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the asset for sale from $630,000 to $514,000 and recorded an impairment of $116,000 in the consolidated financial statements During the period ended December 31, 2022, after evaluating several offers, the Company considered an offer for $400,000, which was $114,000 below the previously adjusted value and was indicative of the real estate market conditions in Buenos Aires Argentina. Based on that indicator of impairment, during the year ended December 31, 2022, the Company further adjusted the previous value of the asset for sale from $514,000 to $400,000 on the balance sheet and recorded an impairment of $114,000 in the consolidated financial statements. All Series T preferred stock was converted and the warrants associated with the Series T expired during the period ended December 31, 2022. In January 2023, the Company accepted the offer and on April 8, 2023, a deed was executed for the sale of the property for $400,000. The agreed upon payment terms were; $235,000 initial payment and the remaining $165,000 to be paid over fifteen monthly installments of $11,000 each. The initial payment was received by SMS Argentina (“SMS”), an accounting and consulting firm that was appointed by the Company as the Power of Attorney for the property. From the proceeds, SMS remitted taxes due on the transaction to the Federal Administration of Public Income (“AFIP”), which administers taxation in Argentina. On June 21, 2023, the Company received a payment of $164,935, net of all taxes assessed by AFIP and other closing fees associated with the sale of the property totaling $65,493 and recorded a receivable of $169,572 for the remaining amount on the consolidated financial statements as of June 30, 2023. Between July 1, 2023 through December 31, 2023, the Company received additional payments totaling $70,572. As of December 31, 2023, the balance of the receivable was $99,000 which is reflected on the consolidated financial statements. 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, 2023, 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, 2023 and 2022. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities, December 31, 2023 $ 39,367 $ 39,367 $ - $ - Investment at fair value-securities, December 31, 2022 $ 29,525 $ 29,525 $ - $ - Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2023 $ 7,742,759 $ - $ - $ 7,742,759 Derivative Liability, December 31, 2022 $ 9,578,904 $ - $ - $ 9,578,904 The derivative liabilities consist of $7,416,706 for convertible notes outstanding and $326,218 for warrants outstanding for an aggregate of $7,742,924. 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, 2023 $ 9,578,904 Net loss on conversion of debt and change in derivative liabilities (1,836,145 ) Balance as of December 31, 2023 $ 7,742,759 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: 12/31/2023 12/31/2022 Risk free interest rate 3.88% – 4.79% 4.12% – 4.76% Stock volatility factor 132% – 166% 91.0% – 154.0% 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 amounts in the prior period financial statements have been reclassified to conform to the presentation used in the current financial statements for comparative purpose. There was no material effect on the Company’s previously issued financial statements. 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 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. |
WODI Assets Held for Sale - Dis
WODI Assets Held for Sale - Discontinuing Operations | 12 Months Ended |
Dec. 31, 2023 | |
WODI Assets Held for Sale - Discontinuing Operations [Abstract] | |
WODI Assets Held for Sale – Discontinuing Operations | 3. WODI Assets and Liabilities Held-for-Sale – Discontinuing Operations On September 21, 2023, WODI entered into a merger agreement with PWT whereby WODI was merged with PWT. The merger of these entities was completed to create better enterprise value for a potential merger opportunity with FRLA. In connection with the merger with WODI, PWT changed its name to Water on Demand, Inc. On September 28, 2023,, the Letter of Intent (“LOI”) executed on January 5, 2023 with WODI was amended to designate PWT as the new target of the acquisition. Under the amended LOI, FRLA proposed to acquire all the outstanding securities of the new combined WODI/PWT entity, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements. On October 24, 2023 FRLA and WODI entered into a definitive business combination agreement (the “BCA”). The transaction represents a pro forma equity valuation of approximately $72 million of the Combined Company, assuming no further redemptions of FRLA public shares by FRLA’s public shareholders. On October 25, 2023, at the Special Meeting, FRLA shareholders approved a proposal to extend the period of time FRLA has to consummate its initial business combination by an additional one year from November 5, 2023 to November 5, 2024, by up to twelve one-month extensions, subject to certain conditions. On February 14, 2024, the Company and Fortune Rise Acquisition Corporation (Nasdaq: FRLA), filed a registration statement on Form S-4 with the SEC which includes a preliminary proxy statement and prospectus in connection with the proposed business combination with WODI. In accordance with ASC 205-20, a disposal of a component or a group of components should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when a component of or group of components meets the initial criteria for classification of held for sale to be classified as held for sale. Per the initial criteria for classification of held for sale, a component or a group of components, or a business or nonprofit activity (the entity to be sold), should be classified as held for sale in the period in which all of the following criteria are met: ● Management, having the authority to approve the action, commits to a plan to sell the entity to be sold. ● The entity to be sold is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such entities to be sold. ● An active program to locate a buyer or buyers and other actions required to complete the plan to sell the entity to be sold have been initiated. ● The sale of the entity to be sold is probable (the future event or events are likely to occur), and transfer of the entity to be sold is expected to qualify for recognition as a completed sale, within one year, unless events or circumstances beyond an entity’s control extend the period required to complete the sale as discussed below. ● The entity to be sold is being actively marketed for sale at a price that is reasonable in relation to its current fair value. ● Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Since the proposed business combination of WODI with FRLA, meets all the initial criteria for classification of held for sale, the assets, liabilities and operating results of WODI have been classified as held for sale in the period ending December 31, 2023 and financial statements of the prior year ending in December 31, 2022 have been adjusted to reflect comparable as follows: Assets and Liabilities Held-For-Sale December 31, December 31, 2023 2022 CURRENT ASSETS Cash $ 374,192 $ 564,117 Contracts receivable, net allowance of $379,335 and $17,315, respectively (See Note 2) 1,509,504 2,479,123 Contract assets (See Note 7) 455,102 1,479,491 Total Current Assets Held-For-Sale 2,338,798 4,522,731 NET PROPERTY AND EQUIPMENT HELD-FOR-SALE (See Note 2) 3,370 7,386 NON-CURRENT ASSETS HELD-FOR SALE SPAC Class B common shares purchase cost (See Note 12) 400,000 400,000 CURRENT LIABILITIES HELD-FOR-SALE Accounts payable and other payable $ 1,335,211 $ 2,993,590 Accrued expenses (See Note 17) 1,103,159 42,518 Contract liabilities (See Note 7) 1,346,366 932,458 Tax liability 83(b) 13,600 15,600 Customer deposit 143,503 143,503 Warranty reserve 20,000 20,000 Line of credit (See Note 13) 178,808 - Secured Loans payable (See Note 9) 110,695 - Convertible secured promissory notes (See Note 6) 16,729,089 1,347,500 Total Current Liabilities Held-For-Sale $ 20,980,431 $ 5,495,169 Net Loss from Assets Held-For-Sale Twelve Months Ended December 31, December 31, Sales (See Note 7) $ 6,681,886 $ 10,350,281 Cost of Goods Sold 6,051,349 8,881,276 Gross Profit 630,537 1,469,005 Operating Expenses Selling and marketing expenses 182,048 108,957 General and administrative expenses 1,665,745 1,243,829 Depreciation and amortization expense 4,016 9,561 Total Operating Expenses 1,851,809 1,362,347 Income (Loss) from Operations (1,221,272 ) 106,658 OTHER INCOME (EXPENSE) Other income 127,448 352,827 Impairment of receivable from SPAC (See Note 12) (3,979,985 ) (737,267 ) Preferred stock incentive compensation (See Note 4) (576,618 ) - Conversion and settlement value added to note purchase agreements (See Note 6) (8,108,589 ) - Interest expense (See Note 6) (1,172,460 ) (46,544 ) TOTAL OTHER (EXPENSE) INCOME (13,710,204 ) (430,984 ) NET LOSS FROM ASSETS-HELD-FOR-SALE $ (14,931,476 ) $ (324,326 ) |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2023 | |
Capital Stock [Abstract] | |
CAPITAL STOCK | 4 . CAPITAL STOCK OriginClear, Inc. 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, 2023, 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. As of December 31, 2023, there were 31,500,000 shares of Series D-1 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. As of December 31, 2023, the Company had 60 outstanding shares of Series F preferred stock, which the Company was required to, and failed to redeem on September 1, 2020, and remains in default for an aggregate redemption price (equal to the stated value) of $60,000 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. As of December 31, 2023, 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. As of , there were 25 shares of Series I preferred stock issued and outstanding which the Company was required to, and failed to redeem by June 10, 2021, and was and remains in default for an aggregate redemption price (equal to the stated value) of $25,000 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 pursuant to the Series J COD (see ITEM 15. Exhibit 3.24), which includes certain make-good shares for certain prior investors. As of , there were 210 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 was 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 was 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 , 2023, the Company exchanged an aggregate of shares of Series K preferred stock for shares of Series W preferred stock. As of , there were 307 shares of Series K preferred stock issued and outstanding which the Company was required to, and failed to redeem by April 24, 2022, and was and remains in default for an aggregate redemption price (equal to the stated value) of $307,150 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 pursuant to the Series L COD (see ITEM 15. Exhibit 3.28), which includes certain make-good shares for certain prior investors. As of , there were 321 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 (see ITEM 15. Exhibit 3.29). 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. As of December 31, 2023, 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 the Company issued an aggregate of 7,722,008 shares of common stock upon conversion of 40 shares of Series O preferred stock and issued an aggregate of 869,449 shares of common stock in prorated 4% annualized dividends which were recorded as interest expense. The shares were issued within the terms of the agreement and no gain or loss was recognized. , there were 190 shares of Series O preferred stock issued and outstanding 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 stock of the Company pursuant to the Series P COD (see ITEM 15. Exhibit 3.31), 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. As of , there were 30 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 has 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 , the Company issued an aggregate of 50,340,392 shares of common stock upon conversion of 195 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 , there were 420 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 has 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 , the Company issued an aggregate of 250,786,688 shares of common stock upon conversion of 1,220 shares of Series R preferred stock and the Company’s subsidiary, Water On Demand, Inc., executed a Secured Note Purchase Agreement upon redemption of an aggregate of 100 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 , there were 1,608 shares of Series R preferred stock issued and outstanding 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 , the Company issued an aggregate of 8,864,250 shares of common stock upon conversion of 50 shares of Series S preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. 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 , the Company issued an aggregate of 19,051,616 shares of common stock upon conversion of 115 shares of Series U preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of , 2023, there were 270 shares of Series U preferred stock along with 1,561,500 warrants with a fair value of $2 (with exercise price of $1) issued and outstanding. These warrants associated with Series U were valued using the Black Scholes model (See Note 4) 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 , 2023, the Company issued an aggregate of 7,559,934 shares of common stock upon conversion of 33 shares of Series W preferred stock and exchanged an aggregate of shares of Series K preferred stock for shares of Series W preferred stock. As of , 2023, there were 887 shares of Series W preferred stock issued and outstanding Series X On August 10, 2021, the Company designated 25 shares of preferred stock as Series X. The Series X had a stated value of $10,000 per share. The Series X holders were not entitled to any dividends and did not have any voting rights except as may have been required by applicable law. The Series X was convertible into common stock of the Company pursuant to the Series X COD (see ITEM 15. Exhibit 3.40), provided that, the Series X was not to be converted into common stock to the extent such conversion would have resulted in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which amount may have been increased up to 9.99% upon 61 days’ written notice). Beginning on the one year anniversary of the subscription agreement for the Series X Preferred Stock, until the two year anniversary of the subscription agreement, the holders had the right to require the Company to redeem all of the Series X purchased by the subscriber at a price equal to 125% of the $250,000 original purchase price, or $312,500. The holders also had the right, exercisable at any time, to require the Company to redeem all of the holder’s Series X in exchange for the issuance of shares of the Company’s common stock in an amount equal to 250% of the original $250,000 purchase price, or $625,000, divided by the closing price of the Company’s common stock as of the date the holders executed the subscription agreement . During the year ended , the Company’s subsidiary, Water On Demand, Inc., executed a Secured Note Purchase Agreement upon redemption of an aggregate of 25 shares of Series X preferred stock, which had a stated value of $250,000. The shares were redeemed within the terms of the agreement and no gain or loss was recognized. As of , there were no shares of Series X preferred stock issued and outstanding Series Y On December 6, 2021, the Company designated 3,000 shares of preferred stock as Series Y. The Series Y has an original issue price of $100,000 per share, and holders are entitled to receive, on a pro rata and pari passu basis, annual distribution of up to 25% of annual net profits of newly established, wholly-owned, Water On Demand subsidiaries, designated by each holder, paid within 3 months of subsidiary’s accounting year-end. The Series Y holders are not entitled to any voting rights except as may be required by applicable law. The Series Y is convertible into common stock of the Company pursuant to the Series Y COD (see ITEM 15. Exhibit 3.41), provided that, the Series Y 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 has the right (but no obligation) to redeem the Series Y at any time at a redemption price equal to, if paid in cash, the original issue price plus any accrued but unpaid distributions of 25% of the subsidiary’s annual net profits. In addition, the Series Y holders received shares of Series A preferred stock in the Company’s subsidiary Water On Demand, Inc or warrants to purchase common shares in Water On Demand, Inc. During the year ended December 31, 2023, the Company received aggregate net funding in the amount of $610,450 through the sale of Series Y preferred stock, including the redemption of an aggregate of 0.25 shares of Series Y preferred stock equal to the stated value of $25 The shares were issued within the terms of the agreement and no gain or loss was recognized. Series Z On February 11, 2022, 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 are not entitled to dividends or any voting rights except as may be required by applicable law. The Series Z is 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 has 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 and sold to an accredited investor an aggregate of shares of Series Z preferred stock for a purchase price of $ and issued an aggregate of warrants. During the year ended , the Company issued an aggregate of 61,728,395 shares of common stock upon conversion of 25 shares of Series Z preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of , there were 2,500,000 warrants with a fair value of $8,892 (with an exercise price of $0.10) and no shares of Series Z preferred stock issued and outstanding. As of December 31, 2023, the Company accrued aggregate dividends in the amount of $523,403 for all series of preferred stock. During the year ended December 31, 2023, the Company redeemed an aggregate of 853,916,484 shares of common stock at prices ranging from $0.006 to $.013 per share with a value of $85,391 relating to Series R and Series Y conversions and settlement agreements with certain WODI convertible secured promissory note holders. The Series J, Series L, Series M, Series O, Series P, Series Q, Series R, Series S, Series U, Series W, Series X, Series Y, and Series Z preferred stock are accounted for outside of permanent equity due to the terms of conversion at a market component or stated value of the preferred stock. Water On Demand, Inc. (“WODI”) Preferred Stock On April 22, 2022, WODI designated 50,000,000 shares of authorized Preferred Stock at $0.0001 par value per share which increased to 100,000,000 shares of authorized Preferred Stock at $0.0001 par value due to WODI’s merger with PWT on September 21, 2023. Series A On October 13, 2022, WODI designated 1,000,000 shares of its authorized preferred stock as Series A preferred stock. The shares of Series A preferred stock were reserved for issuance to the holders of parent Company’s Series Y preferred shares and issuable to the holders of the Series Y shares at a ratio of 500:1. The holders of Series A preferred shares were not entitled to dividends and were not entitled to a vote until such time as the Series A preferred shares were converted to common shares. Each share of Series A preferred stock was convertible, at any time at the conversion ratio of 50:1, or such other rate as determined by the Board, provided, however that at no time shall the total number of issued and outstanding Series A preferred shares, on a converted basis, be less than ten percent (10%) (‘Dilution Floor’) of the total authorized shares of common stock (on a fully diluted basis) based upon an anticipated sale of $20,000,000 in Series Y shares. The dilution floor was to be adjusted proportionately based upon the actual number of Series Y shares sold. On November 7, 2022, WODI filed an Amended and Restated Certificate of Incorporation and effected a 20:1 reverse stock split with respect to the common shares and the Series A preferred shares. During the year ended December 31, 2023, WODI issued shares of its Series A preferred stock to certain holders of the Company’s Series Y preferred stock at par value of $0.0001. Valuation The Series A preferred shares were valued by an independent valuation expert based on a Probability Weighted Expected Return Methodology (“PWERM”) with an underlying Discounted Cash Flow (“DCF”) analysis. The following parameters were considered in this analysis: 1. Two settlement options – either a merger occurs with the SPAC and the likelihood of it occurring or the merger does not occur. 2. Three main tranches of valuation dates were considered based on the dates of bulk issuances of shares. 3. SPAC offer value – which was based on management’s representations of the terms under negotiation during the time of issuances. 4. Base value of WODI – which was supported by a market analysis completed by management at the time of implementing the Reg A offering and a subsequent increase in base value in Q3, 2023 based on the estimated fair value of the Modular Water Systems assets contributed to the business and merger with PWT. 5. Timing of a settlement event/conversion event for the Series A shares under the two settlement options. 6. The expected outstanding issuance of Series Y and convertible debt as of settlement Based on the above, the value of WODI Series A preferred shares were determined to be as follows: Valuation Date Fair Value of 12/28/2022 $ 56.68 02/08/2023 $ 106.67 06/15/2023 $ 266.73 08/21/2023 $ 54.58 For the shares issued during the year ended December 31, 2023, an aggregate expense of $382,793 for the year ended December 31, 2023 was recorded as preferred stock incentive compensation in the consolidated financial statements. Due to WODI’s merger with PWT on September 21, 2023 ( See Note 11) The shares were converted within the terms of the agreement and no gain or loss was recognized. As of Series B On April 28, 2023, WODI designated 1,000,000 shares of its authorized preferred stock as Series B preferred stock. The shares of Series B preferred stock had an initial issuance value of $5.00 per share and were reserved for issuance to the holders of parent Company’s, OriginClear, Inc., Series X preferred shares and other direct issuances at the discretion of the WODI board of directors. The holders of Series B preferred shares were not entitled to dividends and were not entitled to a vote until such time as the Series B preferred shares are converted to common shares. Each share of Series B preferred stock were convertible, at any time per terms of the Series B Certificate of Designation on a 1:1 basis, provided, however that at no time |
Restricted Stock Grants and War
Restricted Stock Grants and Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Restricted Stock Grants and Warrants [Abstract] | |
RESTRICTED STOCK GRANTS AND WARRANTS | 5. RESTRICTED STOCK GRANTS AND WARRANTS Restricted Stock Grants to CEO, the Board, Employees and Consultants Between May 12, 2016, and August 4, 2022, the Company entered into Restricted Stock Grant Agreements (“the RSGAs”) with its Chief Executive Officer, the Board, Employees and Consultants for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, and 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 $ for the trailing twelve month period as reported in the Company’s SEC Reports. The Company has not recognized any costs associated with the milestones, because achievement is not probable. During the year ended December 31, 2023, upon qualifying under the alternative vesting schedule, the Company issued an aggregate of 11,584,932 shares relating to the RSGAs and recognized an aggregate expense of $120,540 which is reflected on the financial statements as stock-based compensation. Warrants During the year ended December 31, 2023, the Company issued 5,403,600 purchase warrants, associated with preferred stock. A summary of the Company’s warrant activity and related information follows for the years ended December 31, 2023 and 2022: 2023 2022 Number of Weighted Number of Weighted Outstanding - beginning of year 93,344,989 $ 0.1217 217,085,783 $ 0.0868 Granted 5,403,600 $ 0.125 44,750,216 $ 0.1236 Exercised - - - - Expired (33,946,000 ) $ (0.0905 ) (168,491,010 ) $ (0.0686 ) Outstanding - end of year 64,802,589 $ 0.1383 93,344,989 $ 0.1217 At December 31, 2023 and 2022, the weighted average remaining contractual life of warrants outstanding: 2023 2022 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 2.67 600,000 600,000 3.67 $ 0.05 0 0 0 25,200,000 25,200,000 0.16 $ 0.10 2,500,000 2,500,000 3.14 5,000,000 5,000,000 0.89 - 4.14 $ 0.25 3,760,000 3,760,000 3.0 10,006,000 10,006,000 0.5 - 4.00 $ 0.0275 8,727,273 8,727,273 7.41 8,727,273 8,727,273 8.41 $ 0.125 47,653,816 47,653,816 3.0 - 5.0 42,250,216 42,250,216 4.0 – 5.0 $ 1.00 1,561,500 1,561,500 0.50 - 0.96 1,561,500 1,561,500 1.50 - 1.96 64,802,589 64,802,589 93,344,989 93,344,989 At December 31, 2023 and 2022, the aggregate intrinsic value of the warrants outstanding was $0. During the year ended December 31, 2023, the Company sold an aggregate of 1,087,689 3-year cashless warrants with immediate vesting for an aggregate amount of $325,000. The exercise price of these warrants is $1.00 with a fair value of $42,351. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Promissory Notes [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 6 . CONVERTIBLE PROMISSORY NOTES OriginClear, Inc. As of December 31, 2023, the outstanding convertible promissory notes are summarized as follows: Convertible Promissory Notes $ 2,617,691 Less current portion (2,472,944 ) Total long-term liabilities $ 144,747 On various dates from November 2014 through April 2015, the Company issued unsecured convertible promissory notes (the “2014-2015 Notes”), that matured on various dates and were extended for an additional sixty (60) months from the effective date of each Note. The 2014-2015 Notes bear interest at 10% per year. The maturity dates were extended to November 2023 through April 2024. 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, 2023, the Company issued 55,788,402 shares upon conversion of principal in the amount of $91,000, plus accrued interest of $76,365. As of December 31, 2023, the 2014-2015 Notes had an aggregate remaining balance of $683,700 of which $615,000, is short term and $68,700 is long 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 June 30, 2023, which were extended to June 30, 2028. 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 OID Notes was considered a derivative in accordance with current accounting guidelines, because of the reset conversion features of the OID Notes. During the year ended December 31, 2023, an addendum to the OID Note was effectuated to accrue interest on a monthly basis. As of December 31, 2023, the remaining balance on the OID Notes was $62,275, which is long term. The Company issued various, unsecured convertible promissory notes (the “2015 Notes”), on various dates with the last of the 2015 Notes being issued in August 2015. The 2015 Notes matured and were extended from the date of each tranche through maturity dates ending on February 2024 through March 2024, and April 2024 through August 2024. The 2015 Notes bear interest at 10% per year. The 2015 Notes are convertible 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 Notes. The conversion feature of the 2015 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the 2015 Notes. As of December 31, 2023, the 2015 Notes had an aggregate remaining balance of $1,200,000, 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, 2023, 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, 2023, 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. During the year ended December 31, 2023, the Company wrote off the loan and recorded a gain on the write-off of the note payable in the amount of $218,064. As of December 31, 2023, there was no remaining balance on the Apr & May 2018 Notes. 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 had an original maturity date of November 19, 2021 and was extended for an additional 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. As of December 31, 2023, the remaining balance on the Nov 20 Note was $13,772, which is long 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 had an original maturity date of January 25, 2022 and was extended for an additional 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 $3,743 during the year ended December 31, 2022. As of December 31, 2023, 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 for the convertible promissory notes as of December 31, 2023 was $7,416,706. Water On Demand, Inc. In December 2022, WODI raised capital and issued convertible secured promissory notes in the amount of $1,347,500 to investors with 10% interest per annum. The notes were issued to raise capital needed to acquire the equity interests in Fortune Rise Acquisition Corporation (the “SPAC”) for the purchase price of $400,000 and to pay off the promissory notes the SPAC owed to sellers. Per the terms and conditions of the convertible promissory notes, all unpaid principal, together with any unpaid and accrued interest shall be due and payable on the earlier of the twelve (12) month of the date of the Notes (the “Maturity Date”) provided, that WODI shall have the option to extend the Maturity Date for up to two (2) six-month extensions, or (ii) when, upon the occurrence and during the continuance of an event of default. During the year ended December 31, 2023, WODI raised additional capital of $6,923,000 and an investor exchanged the Parent Company’s Series X preferred stock in the amount of $250,000 and Series R preferred stock in the amount of $100,000 for a WODI convertible secured promissory note. Also during the year ended December 31, 2023, per settlement, conversion and redemption agreements with WODI shareholders, an aggregate of 853,916,848 shares of the Parent Company’s common stock were redeemed at the closing share prices on the dates of the convertible secured promissory note agreements, and this fair value of redeemed common stock was added to the cash value of the shareholders’ investments to purchase WODI convertible secured promissory notes. The loss relating to these settlement and conversion agreements of $609,199 was accounted for in the consolidated statements of operations. As of , 2023, WODI had outstanding convertible secured promissory notes in the amount of $16,729,089. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contracts with Customers [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 7. 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, 2023 and 2022. Years Ended December 31, 2023 2022 Equipment Contracts $ 4,036,326 $ 7,537,755 Component Sales 980,895 1,548,760 Waste Water Treatment Systems 950,775 886,005 Pump Stations 607,790 288,555 Rental Income 26,292 26,292 Services Sales 95,750 85,043 Commission & Training 10,350 4,163 $ 6,708,178 $ 10,376,573 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, 2023 and 2022, was $445,102 and $1,479,491, respectively. The contract liability for the years ended December 31, 2023 and 2022, was $1,346,366 and $932,458, respectively. |
Financial Assets
Financial Assets | 12 Months Ended |
Dec. 31, 2023 | |
Financial Assets [Abstract] | |
FINANCIAL ASSETS | 8. FINANCIAL ASSETS 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, 2023, the fair value of the preferred shares was $3,200, and had an unrealized gain On November 12, 2021, the Company served a conversion notice to WTII and was issued an aggregate of 45,208,649 shares of WTII common stock. As of December 31, 2023, the investment in securities was recorded at fair value in the amount of $36,167, with an unrealized gain of $9,042. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | 9 . LOANS PAYABLE Secured Loans Payable In 2018, the Company entered into short term loans with various lenders for capital expansion secured by the Company’s assets in the amount of $ , which included finance cost of $ . The finance costs were amortized over the terms of the loans, which had various maturity dates ranging from October 2018 through February 2019. As of December 31, 2020, the finance cost was fully amortized. The term of the loans ranged from two months to six months. The net balance as of December 31, 2023 was $ . On December 6, 2023, the Company entered into short term loan arrangement with a lender secured by the Company’s assets in the amount of $149,900 which included finance cost of $59,900 which was expensed upon initiation of the loan, with a net amount of $90,000 received by the Company. As of December 31, 2023, the balance on the loan was $110 . Small Business Administration Loan On June 12, 2020, the Company received an Economic Injury Disaster Loan (the “EIDL”) in the amount of $150,000. Following the deferral period for the EIDL, the Company started to repay the principal amount, with interest, on a monthly basis. As of December 31, 2023, the remaining balance on the EIDL was $147,217. |
Capital Leases
Capital Leases | 12 Months Ended |
Dec. 31, 2023 | |
Capital Leases [Abstract] | |
CAPITAL LEASES | 10. CAPITAL LEASES The Company entered into a capital lease for the purchase of equipment during the year ended December 31, 2018. The lease was 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. The lease was paid in full in December, 2022 and there was no balance outstanding for the years ended December 31, 2022 and December 31, 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | 11. 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 2019. Included in the balance at December 31, 2023, 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, 2023 and 2022, the Company did not recognize interest and penalties. At December 31, 2023, the Company had net operating loss carry-forwards of approximately $51,881,914, which expire at dates that have not been determined. No tax benefit has been reported in the December 31, 2023 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, 2023 and 2022 due to the following: 2023 2022 Book loss $ 2,441,414 $ 2,266,050 Tax to book differences for deductible expenses (4,333 ) 265 Tax non-deductible expenses (1,556,639 ) (1,078,110 ) Valuation Allowance (880,442 ) (1,188,205 ) 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, 2023 2022 Deferred tax assets: NOL carryover $ 10,895,202 $ 11,193,615 Other carryovers 728,907 728,905 Deferred tax liabilities: Depreciation (149,889 ) (125,925 ) Less Valuation Allowance (11,474,220 ) (11,796,595 ) 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. |
Water on Demand Inc. (_WODI_)
Water on Demand Inc. (‘WODI’) | 12 Months Ended |
Dec. 31, 2023 | |
Water on Demand Inc. (‘WODI’) [Abstract] | |
WATER ON DEMAND INC. (‘WODI’) | 12. WATER ON DEMAND INC. (‘WODI’) Water On Demand, Inc. (“WODI”) was incorporated in the state of Nevada on April 22, 2022. WODI, with the support of its parent, OriginClear, Inc (the “Company”), is developing a new outsourced water treatment business called “Water On Demand”: or “WOD”. The WOD model intends to offer private businesses the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate or “DBOO”. WODI intends to work with regional water service companies to build and operate the water treatment systems it finances. On November 16, 2022, WODI filed a Form 1-A Offering Circular for an offering under Regulation A (the “Offering”) of the Securities Act of 1933 with the U.S. Securities and Exchange Commission. The purpose of the Offering is to allow potential investors the opportunity to invest directly in WODI. The Offering has a minimum investment of $1,000 and will be on a best-efforts basis. On December 22, 2022, WODI entered into a Membership Interest Purchase and Transfer Agreement (the “Purchase Agreement”) with Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan (each a “Seller”, and collectively, the “Sellers”) and Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which WODI purchased 100 membership interests in the Sponsor (“Purchased Interests”) from the Sellers, which constitutes 100% of the membership interests in the Sponsor. The Sponsor owns 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B common stock (the “Class B Common Stock”) of Fortune Rise Acquisition Corporation, a Delaware Corporation (“FRLA” or the “SPAC”). On December 29, 2022, the Company announced that its subsidiary, Water On Demand, Inc. had closed its acquisition of Fortune Rise Sponsor, LLC, which is the sponsor of Fortune Rise Acquisition Corp. On December 22, 2022, WODI paid a total of $1,137,267 to the Sellers of Fortune Rise Sponsor, LLC which included a total of $400,000 to purchase the membership interest in Class B Common Stock of FRLA and $737,267 for compensating the payment made by the Sellers on November 4, 2022, towards the first extension of the SPAC through February 5, 2023. In connection with the Extension Payment, FRLA issued unsecured promissory notes to the Sellers. As of December 31, 2022, the $737,267 amount was reflected as Notes Payable to related party on the consolidated balance sheet of the SPAC. FRLA is a blank check company incorporated in February 2021 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. FRLA is a “shell company” as defined under the Exchange Act of 1934, as amended, because it has no operations and nominal assets consisting almost entirely of cash. The SPAC will not generate any operating revenues until after the completion of its initial business combination, at the earliest. On December 29, 2022, pursuant to a Membership Interest Purchase and Transfer Agreement and Securities Transfer Agreement with the members of the Sponsor, WODI acquired the membership interests of the Sponsor and became the beneficial owner of 2,343,750 shares of FRLA Class B Common Stock, each of which is exercisable into one share of FRLA Class A Common Stock. The purchase price for the membership interests was $400,000. To acquire the equity interests in FRLA for the purchase price of $400,000, WODI issued convertible secured promissory notes to investors at 10% interest per annum. Per the terms and conditions of the convertible promissory note, all unpaid principal, together with any unpaid and accrued interest shall be due and payable on the earlier of the twelve (12) month of the date of the Note (the “Maturity Date”) (provided, WODI shall have the option to extend the Maturity Date for up to two (2) six-month extensions), or (ii) when, upon the occurrence and during the continuance of an Event of Default. On January 5, 2023, WODI signed a non-binding Letter of Intent (the “LOI”) with Fortune Rise Acquisition Corporation, (“FRLA” collectively with WODI, the “Parties”). The LOI is not binding on the Parties and is intended solely to guide good-faith negotiations toward a definitive business combination agreement. The Parties will work together in good faith with their respective advisors to agree on a structure for the business combination that is most expedient to the consummation of the acquisition, which may result in a new (merged) entity. Pursuant to the LOI, if a business combination were to be consummated and approved, all of the outstanding equity securities of WODI, including all shares of common stock, preferred stock, outstanding options and warrants will convert into new equity of the merged entity. On February 7, 2023, FRLA and OriginClear Inc. announced that WODI deposited $977,500 (the “Second Extension Payment”) into FRLA’s trust account for its public shareholders, representing $0.10 per public share, which enables FRLA to extend the period of time it has to consummate its initial business combination by an additional three months from February 5, 2023 to May 5, 2023 (the “Second Extension”). WODI assumed the obligation to make any necessary extension payments in connection with the extension of the period of time in which the SPAC may consummate its initial business combination as described in the SPAC’s S-1 Registration Statement, including the three-month extension from November 5, 2022 to February 5, 2023, the Second Extension for an additional three months from February 5, 2023 to May 5, 2023 and a final extension for an additional six months from May 5, 2023 to November 5, 2023. On April 10, 2023, at the Special Meeting, a total of 10,514,410 (or 81.61%) of FRLA’s issued and outstanding shares of Class A common stock and Class B common stock held of record as of March 3, 2023, were present either in person or by proxy, which constituted a quorum. In that FRLA shareholders agreed to an extension of the period of time it has to consummate its initial business combination by an additional six months from May 5, 2023 to November 5, 2023. FRLA’s stockholders voted on to approve and adopt the extension amendment which received sufficient votes (more than 65%) for approval. On April 14, 2023, WODI entered into an Asset Purchase Agreement with the Company, whereby it agreed to purchase all of the assets related to the Company’s “Modular Water Service” business, including licenses, technology, intellectual property, contracts, business models, patents and other assets in exchange for 6,000,000 shares of WODI common stock. The assets included MWS accounts receivables and accounts payables as of April 14, 2023 and an assignment of the Company’s existing global master license to the patents of inventor Daniel M. Early, P.E., who heads MWS, and the right to file patents for all additional inventions since 2018, when OriginClear created the MWS unit. Beginning on the Effective Date, all MWS transactions including revenue, accounts payable and accounts receivable were transferred from the Company’s Progressive Water Treatment, Inc. (“PWT”) subsidiary over to the Company’s WODI subsidiary. On September 21, 2023, WODI entered into a merger agreement with PWT to create better enterprise value for a potential merger opportunity with FRLA and a plan of merger agreement (the “PWT-WODI merger agreement”) was entered into between WODI and PWT. Per the PWT-WODI merger agreement, all shares of WODI common and preferred stock were exchanged for shares of PWT common stock as merger consideration. WODI convertible notes and WODI Restricted Stock Grants were assumed by PWT and remain outstanding. In connection with the merger with WODI, PWT changed its name to Water on Demand, Inc. Before issuing common stock to WODI stockholders in the PWT Merger, PWT had 10,000,000 common shares issued and outstanding, which were fully owned by OCLN. Post PWT-WODI merger, OCLN received an aggregate of 2,171,068 shares of the Water On Demand, Inc. On September 28, 2023, the Letter of Intent (“LOI”) executed on January 5, 2023 with WODI was amended to designate PWT as the new target of the acquisition. Under the amended LOI, FRLA proposed to acquire all the outstanding securities of PWT entity, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements. On October 24, 2023 FRLA and WODI entered into a definitive business combination agreement (the “BCA”). On October 25, 2023, at the Special Meeting, a total of 5,687,847 (or 84.59 %) of FRLA’s issued and outstanding shares of Class A common stock and Class B common stock held of record, were present either in person or by proxy, which constituted a quorum. FRLA shareholders approved a proposal to extend the period of time FRLA has to consummate its initial business combination by an additional one year from November 5, 2023 to November 5, 2024, by up to twelve one-month extensions, subject to certain conditions. Promissory Notes Since buying the sponsorship interest in the SPAC on December 22, 2022 through December 31, 2023, WODI and the Company made payments on behalf of the SPAC in the aggregate amount of $4,029,985. As of December 31, 2023, WODI and the Company received an aggregate of $4,029,985 in unsecured promissory notes (the “SPAC Notes”) from the SPAC in exchange for the payments made on behalf of the SPAC to meet its operating expenses and the extension payments. The SPAC Notes are non-interest bearing and payable (subject to the waiver against SPAC trust provisions) on the earlier of (i) consummation of the SPAC initial business combination; or (ii) the date of the liquidation of the SPAC. The principal balance of each SPAC Note may be prepaid at any time, at the election of the SPAC. As of the date of this filing, the SPAC has been extended through November 5, 2024, to give the Company adequate time to complete all the necessary administrative and regulatory steps, including filing of the registration statement and timely respond to satisfy potential comments, from regulatory bodies to consummate the business combination. Management estimates the likelihood of completing the business combination at 75%. Impairment of receivable Although the payments made on behalf of the SPAC are amounts receivable to WODI, for the period ended December 31, 2023, WODI considered the aggregate amount of $4,029,985 for the SPAC Notes to be impaired and recorded it as an expense on the consolidated income statements, as it is deemed probable that the SPAC may not have funds to pay back with interest all of the Class A shareholders and WODI for the amounts advanced to the SPAC. In the event of WODI successfully merging with the SPAC, all amounts paid by WODI on behalf of the SPAC, including any future payments made until such merger is fully consummated will be received back by WODI. Impairment analysis for Class B Common Founder Shares as at December 31, 2023 The Company retained an independent valuation firm for the purpose of conducting a valuation of the fair value of Sponsor Founder Shares (Class B) of Fortune Rise Acquisition Corp. as of December 31, 2023 (the “Date of Valuation”). The independent firm (i) evaluated and analyzed various Sponsor Founder Shares of Fortune Rise Acquisition Corp. (“FRLA”); (ii) assessed the terms including various redemption and liquidation features considering each of the Company’s financial plans and market conditions; and (iii) determined the underlying value to be assigned to the FRLA Sponsor Founder Shares as of the Date of Valuation and evaluated the FRLA Sponsor Founder Shares for impairment by performing the following procedures: ● Analyzed the Company’s S-4 filing, business combination agreement and other documentation. ● Developed Monte Carlo Model that values the FRLA Sponsor Founder Shares based on a multipath random event model and future projections of the various potential outcomes. The Monte Carlo Model simulation included 50,000 iterations and simulated the stock price, the timing of the business combination, and the timing of the lapse of the transfer restrictions. ● Developed the discounted cash flow from the sale of the securities at the time the restrictions terminated. ● Probability weighted the cash flow, discounted for lack of marketability. ● Valued the FRLA Sponsor Founder Shares as of the date of valuation. Based on the procedures performed the independent valuation firm concluded that the value of FRLA Sponsor Founder Shares was not impaired. Recording of membership interest: As of December 31, 2023, WODI recorded the purchase of Class B Founder Shares at lower of cost or market at $400,000 on the consolidated balance sheet as other asset. Restricted Stock to WODI Board, Employees and Consultants Between August 12, 2022, and August 3, 2023, WODI entered into Restricted Stock Grant Agreements (the “WODI RSGAs”) with its members of the Board, employees, and consultants to create management incentives to improve the economic performance of WODI and to increase its value. WODI RSGAs provide for the issuance of up to 15,550,000 shares of WODI common stock provided certain milestones and vesting are met in certain stages. . WODI has not recognized any costs associated the WODI RSGAs because milestones and vesting have not been achieved. As the milestones are achieved, the shares shall become eligible for vesting and issuance. On September 21, 2023, per the Merger Plan Agreement and per the conversion ratio of 0.19737 established in the Merger Plan Agreement, the 15,550,000 total issuable shares under the WODI RSGAs were converted to 3,069,100 total issuable shares. On October 23, 2023, certain WODI RSGAs were canceled and new WODI RSGAs were issued. As of December 31, 2023, there were 2,581,344 total issuable shares under the WODI RSGAs. As the milestones are achieved, the shares shall become eligible for vesting and issuance. During the year ended December 31, 2023, no issuable shares under the WODI RSGAs vested and no costs associated with the milestones were recognized because achievement is not probable. |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Line of Credit [Abstract] | |
LINE OF CREDIT | 13. LINE OF CREDIT During the year ended December 31, 2023, the Company obtained 12 month credit lines in the aggregate amount of $345,875, with an interest rate of 26.07%. During the year ended December 31, 2023, the Company paid principal in the amount of $167,067, leaving a principal balance of $178,808 as of December 31, 2023. |
Assets Held for Sale - Continui
Assets Held for Sale - Continuing Operations | 12 Months Ended |
Dec. 31, 2023 | |
Assets Held for Sale - Continuing Operations [Abstract] | |
ASSETS HELD FOR SALE – CONTINUING OPERATIONS | 14. ASSETS HELD FOR SALE – CONTINUING OPERATIONS 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 were exercisable at any time in whole or in part. 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 at that time. The real property consisted 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 at that time. The real property was listed for sale beginning in July 2021. However, based on indicator of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the asset for sale from $630,000 to $514,000 and recorded an impairment of $116,000 in the consolidated financial statements During the period ended December 31, 2022, after evaluating several offers, the Company considered an offer for $400,000, which was $114,000 below the previously adjusted value and was indicative of the real estate market conditions in Buenos Aires Argentina. Based on that indicator of impairment, during the year ended December 31, 2022, the Company further adjusted the previous value of the asset for sale from $514,000 to $400,000 on the balance sheet and recorded an impairment of $114,000 in the consolidated financial statements. All Series T preferred stock was converted and the warrants associated with the Series T expired during the period ended December 31, 2022. In January 2023, the Company accepted the offer and on April 8, 2023, a deed was executed for the sale of the property for $400,000. The agreed upon payment terms were; $235,000 initial payment and the remaining $165,000 to be paid over fifteen monthly installments of $11,000 each. The initial payment was received by SMS Argentina (“SMS”), an accounting and consulting firm that was appointed by the Company as the Power of Attorney for the property. From the proceeds, SMS remitted taxes due on the transaction to the Federal Administration of Public Income (“AFIP”), which administers taxation in Argentina. On June 21, 2023, the Company received a payment of $164,935, net of all taxes assessed by AFIP and other closing fees associated with the sale of the property totaling $65,493 and recorded a receivable of $169,572 for the remaining balance. Between July 1, 2023 through December 31, 2023, the Company received additional payments totaling $70,572. As of December 31, 2023, the balance of the receivable was $99,000 which is reflected on the consolidated financial statements. |
Employee Retention Tax Credit
Employee Retention Tax Credit | 12 Months Ended |
Dec. 31, 2023 | |
Employee Retention Tax Credit [Abstract] | |
EMPLOYEE RETENTION TAX CREDIT | 15. EMPLOYEE RETENTION TAX CREDIT Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) passed by the United States Congress and signed by the President, the Company was eligible for a refundable employee retention credit (the “ERTC”) subject to certain criteria. The Company’s subsidiary, Progressive Water Treatment applied for the ERTC and during the year ended December 31, 2023, received an aggregate of $127,448 which was recognized in the financial statements as other income. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Facility Rental – Related Party Our Dallas based subsidiary, PWT, rents an approximately 12,000 square foot facility located at 2535 E. University Drive, McKinney, TX 75069, with a current monthly rent of $8,500. 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, 2023. Litigation On July 12, 2023, the Company entered into a Confidential Settlement and Mutual Release Agreement (the “Settlement Agreement”) with Auctus Fund, LLC (“Auctus”) relating to the settlement and release of certain pending legal actions arising out of various loans and agreements between the Company and Auctus. Pursuant to the terms of the Settlement Agreement, the Company and Auctus have resolved all outstanding legal disputes and claims between them. The appeal that was pending in the United States Court of Appeals for the First Circuit and trial matter in the United States District Court for the District of Massachusetts have been terminated and all transactions and obligations thereunder between the Company and Auctus are null and void. The terms and conditions of the Settlement Agreement are confidential and have no impact on the financial condition or operations of the Company. On or around March 5, 2024, PWT was named as a defendant in a case filed by Process Solutions, Inc (“PSI”). The case was filed in the Court of Common Pleas in Hamilton County, Ohio. The complaint alleges that PWT breached a contract with PSI and alleges damages of $143,675 plus attorneys fees. PWT has removed the case to federal court, denies the claims in the complaint and intends to enforce a binding arbitration provision between the parties and to bring counter claims against PSI for failing to pay PWT for services rendered. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | 17. ACCRUED EXPENSES Accrued expenses consist of the following as of December 31, 2023 2022 Payroll liabilities $ 106,979 $ 49,083 Accrued interest on promissory notes 1,667,534 1,542,303 Total accrued expenses $ 1,774,513 $ 1,591,386 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | 18. CONCENTRATIONS Major Customers PWT had five major customers for the year ended December 31, 2023. The customers represented 57.6% of billings for the year ending December 31, 2023. The contract receivable balance for the customers was $1,087,851 at December 31, 2023. PWT had four major customers for the year ended December 31, 2022. The customers represented 71.1% of billings for the year ending December 31, 2022. The contract receivable balance for the customers was $1,781,930 at December 31, 2022. Major Suppliers PWT had three major vendors for the year ended December 31, 2023. The vendors represented 20.5% of total expenses in the year ending December 31, 2023. The accounts payable balance due to the vendors was $66,955 at December 31, 2023. 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, 2022. The vendors represented 38.11% of total expenses in the year ending December 31, 2022. The accounts payable balance due to the vendors was $1,054,022 at December 31, 2022. Management believes no risk is present with the vendors due to other suppliers being readily available . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. 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 5, 2024 and April 5, 2024, WODI made payments on behalf of the SPAC in the aggregate amount of $765,000. Between January 5, 2024 and April 1, 2024, the Company issued to consultants an aggregate of 21,206,487 shares of the Company’s common stock for services. On , holders of the Company’s Series K preferred stock exchanged an aggregate of 10 shares of Series K preferred stock for 10 shares of the Company’s Series W preferred stock. On , holders of the Company’s Series F preferred stock exchanged an aggregate of 10 shares of Series F preferred stock for 10 shares of the Company’s Series Q preferred stock. Between January 8, 2024 and April 15, 2024, an aggregate of 91,711,783 shares of common stock were redeemed by the Company, and the redemption amount, together with cash paid by the redeeming stockholders, were used by the stockholders to purchase convertible secured promissory notes from WODI. Between January 8, 2024 and February 20, 2024, holders of the Company’s Series Q preferred stock converted an aggregate of 20 Series Q shares into an aggregate of 4,576,458 shares of the Company’s common stock. Between January 8, 2024 and April 12, 2024, the Company entered into subscription agreements with certain accredited investors pursuant to which the Company sold an aggregate of 3.8 shares of the Company’s Series Y preferred stock for an aggregate purchase price of $377,500. The Company also issued an aggregate of 3,020,000 warrants to purchase shares of its common stock to these investors. Between January 11, 2024 and February 5, 2024, holders of the Company’s Series R preferred stock converted an aggregate of 135 Series R shares into an aggregate of 30,496,772 shares of the Company’s common stock. On January 22, 2024, per electing and qualifying for the Restricted Stock Grant Agreement alternate vesting schedule, the Company issued to Mr. Eckelberry, employees and consultants an aggregate of 20,937,829 shares of the Company’s common stock. Between January 22, 2024 and April 3, 2024, holders of the Company’s Series Y preferred stock converted an aggregate of 2.7 Series Y shares into an aggregate of 55,456,229 shares of the Company’s common stock. On February 5, 2024, holders of the Company’s Series S preferred stock converted an aggregate of 10 Series S shares into an aggregate of 2,272,728 shares of the Company’s common stock. On February 13, 2024, holders of the Company’s Series W preferred stock converted an aggregate of 50 Series W shares into an aggregate of 11,655,012 shares of the Company’s common stock. On February 14, 2024, the Company and Fortune Rise Acquisition Corporation (Nasdaq: FRLA), filed a registration statement on Form S-4 with the SEC which includes a preliminary proxy statement and prospectus in connection with the proposed business combination with WODI. Between March 28, 2024 and April 15, 2024, the Company entered into settlement agreements with certain accredited investors pursuant to which the Company issued an aggregate of 62,854,617 shares of the Company’s common stock in settlement of certain claims with such persons. On March 28, 2024, the Company issued an aggregate of 172,730 shares of the Company’s common stock as dividends to certain holders of Series O preferred stock. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (11,625,783) | $ (10,790,721) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Polices [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its subsidiaries Water On Demand, Inc. (‘WODI’), (which consists of operating divisions Progressive Water Treatment, Modular Water Systems and Water On Demand), Water On Demand #1, 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, 2023, there was no cash balance in excess of the FDIC limits. 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, 2023 and 2022, respectively, as the inclusion of any potential shares in the year ended December 31, 2023, would have had an anti-dilutive effect due to the Company generating a loss. For the Years Ended 2023 2022 Income (Loss) to common shareholders (Numerator) – continuing operations $ 3,305,693 $ (10,466,395 ) Loss to common shareholders (Numerator) – related to assets held-for sale $ (14,931,476 ) (324,326 ) Basic and diluted weighted average number of common shares outstanding (Denominator) 1,285,642,179 679,049,314 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, 2023 Warrant shares 64,802,589 Convertible debt shares 95,671,040 1,227,427,097 Preferred shares 31,500,000 December 31, 2022 Warrant shares 94,973,989 Convertible debt shares 1,416,717 886,911,604 Preferred shares 31,500,000 |
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 - WODI | 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 $379,335 and $17,315 as of December 31, 2023 and 2022, respectively. The net contract receivable balance was $1,509,504 and $2,479,123 at December 31, 2023 and 2022, 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, 2023 and 2022, and determined there was no impairment of indefinite lived intangibles and goodwill. |
Prepaid Expenses | Prepaid Expenses The Company records expenditures that have been paid in advance as prepaid expenses. The prepaid expenses are initially recorded as assets, because they have future economic benefits, and are expensed at the time the benefits are realized. The prepaid expenses balance was $0 and $25,000 at December 31, 2023 and December 31, 2022, respectively. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $201,323 and $206,285 for the years ended December 31, 2023 and 2022, 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, 2023 2022 Machinery and Equipment $ 383,569 $ 383,569 Computer Equipment 66,493 66,493 Furniture 29,810 29,810 Leasehold Improvements 26,725 26,725 Vehicles 64,276 64,276 Demo Units 36,139 36,139 607,012 607,012 Less accumulated depreciation (460,276 ) (429,943 ) Net Property and Equipment $ 146,736 $ 177,069 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, 2023 and 2022, was $26,317 and $30,398, respectively. |
Other Assets | Other Assets Assets Held for Sale – Continuing Operations 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 were exercisable at any time in whole or in part. 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 at that time. The real property consisted 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 at that time. The real property was listed for sale beginning in July 2021. However, based on indicators of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the asset for sale from $630,000 to $514,000 and recorded an impairment of $116,000 in the consolidated financial statements During the period ended December 31, 2022, after evaluating several offers, the Company considered an offer for $400,000, which was $114,000 below the previously adjusted value and was indicative of the real estate market conditions in Buenos Aires Argentina. Based on that indicator of impairment, during the year ended December 31, 2022, the Company further adjusted the previous value of the asset for sale from $514,000 to $400,000 on the balance sheet and recorded an impairment of $114,000 in the consolidated financial statements. All Series T preferred stock was converted and the warrants associated with the Series T expired during the period ended December 31, 2022. In January 2023, the Company accepted the offer and on April 8, 2023, a deed was executed for the sale of the property for $400,000. The agreed upon payment terms were; $235,000 initial payment and the remaining $165,000 to be paid over fifteen monthly installments of $11,000 each. The initial payment was received by SMS Argentina (“SMS”), an accounting and consulting firm that was appointed by the Company as the Power of Attorney for the property. From the proceeds, SMS remitted taxes due on the transaction to the Federal Administration of Public Income (“AFIP”), which administers taxation in Argentina. On June 21, 2023, the Company received a payment of $164,935, net of all taxes assessed by AFIP and other closing fees associated with the sale of the property totaling $65,493 and recorded a receivable of $169,572 for the remaining amount on the consolidated financial statements as of June 30, 2023. Between July 1, 2023 through December 31, 2023, the Company received additional payments totaling $70,572. As of December 31, 2023, the balance of the receivable was $99,000 which is reflected on the consolidated financial statements. 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, 2023, 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, 2023 and 2022. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities, December 31, 2023 $ 39,367 $ 39,367 $ - $ - Investment at fair value-securities, December 31, 2022 $ 29,525 $ 29,525 $ - $ - Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2023 $ 7,742,759 $ - $ - $ 7,742,759 Derivative Liability, December 31, 2022 $ 9,578,904 $ - $ - $ 9,578,904 The derivative liabilities consist of $7,416,706 for convertible notes outstanding and $326,218 for warrants outstanding for an aggregate of $7,742,924. 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, 2023 $ 9,578,904 Net loss on conversion of debt and change in derivative liabilities (1,836,145 ) Balance as of December 31, 2023 $ 7,742,759 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: 12/31/2023 12/31/2022 Risk free interest rate 3.88% – 4.79% 4.12% – 4.76% Stock volatility factor 132% – 166% 91.0% – 154.0% 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 amounts in the prior period financial statements have been reclassified to conform to the presentation used in the current financial statements for comparative purpose. There was no material effect on the Company’s previously issued financial statements. |
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 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, 2023 | |
Summary of Significant Accounting Polices [Abstract] | |
Schedule of Loss Per Share Anti-Dilutive Effect | The Company’s diluted earnings per share were not the same as the basic loss per share for the years ended December 31, 2023 and 2022, respectively, as the inclusion of any potential shares in the year ended December 31, 2023, would have had an anti-dilutive effect due to the Company generating a loss. For the Years Ended 2023 2022 Income (Loss) to common shareholders (Numerator) – continuing operations $ 3,305,693 $ (10,466,395 ) Loss to common shareholders (Numerator) – related to assets held-for sale $ (14,931,476 ) (324,326 ) Basic and diluted weighted average number of common shares outstanding (Denominator) 1,285,642,179 679,049,314 |
Schedule of Company Excludes Issuable Shares from Warrants, Loss Per Share is Anti-dilutive | 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, 2023 Warrant shares 64,802,589 Convertible debt shares 95,671,040 1,227,427,097 Preferred shares 31,500,000 December 31, 2022 Warrant shares 94,973,989 Convertible debt shares 1,416,717 886,911,604 Preferred shares 31,500,000 |
Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method | 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 |
Schedule of Property Plant and Equipment | December 31, 2023 2022 Machinery and Equipment $ 383,569 $ 383,569 Computer Equipment 66,493 66,493 Furniture 29,810 29,810 Leasehold Improvements 26,725 26,725 Vehicles 64,276 64,276 Demo Units 36,139 36,139 607,012 607,012 Less accumulated depreciation (460,276 ) (429,943 ) Net Property and Equipment $ 146,736 $ 177,069 |
Schedule of Level Within the Fair Value Investments and Liabilities | 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, 2023 and 2022. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities, December 31, 2023 $ 39,367 $ 39,367 $ - $ - Investment at fair value-securities, December 31, 2022 $ 29,525 $ 29,525 $ - $ - Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2023 $ 7,742,759 $ - $ - $ 7,742,759 Derivative Liability, December 31, 2022 $ 9,578,904 $ - $ - $ 9,578,904 |
Schedule of Reconciliation of the Derivative Liability for Which Level 3 inputs | 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, 2023 $ 9,578,904 Net loss on conversion of debt and change in derivative liabilities (1,836,145 ) Balance as of December 31, 2023 $ 7,742,759 |
Schedule of Fair Market Value of the Derivative Liability | 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: 12/31/2023 12/31/2022 Risk free interest rate 3.88% – 4.79% 4.12% – 4.76% Stock volatility factor 132% – 166% 91.0% – 154.0% Weighted average expected option life 6 mos – 5 yrs 6 mos – 5 yrs Expected dividend yield None None |
WODI Assets Held for Sale - D_2
WODI Assets Held for Sale - Discontinuing Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
WODI Assets Held for Sale - Discontinuing Operations [Abstract] | |
Schedule of Assets and Liabilities Held-For-Sale | Assets and Liabilities Held-For-Sale December 31, December 31, 2023 2022 CURRENT ASSETS Cash $ 374,192 $ 564,117 Contracts receivable, net allowance of $379,335 and $17,315, respectively (See Note 2) 1,509,504 2,479,123 Contract assets (See Note 7) 455,102 1,479,491 Total Current Assets Held-For-Sale 2,338,798 4,522,731 NET PROPERTY AND EQUIPMENT HELD-FOR-SALE (See Note 2) 3,370 7,386 NON-CURRENT ASSETS HELD-FOR SALE SPAC Class B common shares purchase cost (See Note 12) 400,000 400,000 CURRENT LIABILITIES HELD-FOR-SALE Accounts payable and other payable $ 1,335,211 $ 2,993,590 Accrued expenses (See Note 17) 1,103,159 42,518 Contract liabilities (See Note 7) 1,346,366 932,458 Tax liability 83(b) 13,600 15,600 Customer deposit 143,503 143,503 Warranty reserve 20,000 20,000 Line of credit (See Note 13) 178,808 - Secured Loans payable (See Note 9) 110,695 - Convertible secured promissory notes (See Note 6) 16,729,089 1,347,500 Total Current Liabilities Held-For-Sale $ 20,980,431 $ 5,495,169 Twelve Months Ended December 31, December 31, Sales (See Note 7) $ 6,681,886 $ 10,350,281 Cost of Goods Sold 6,051,349 8,881,276 Gross Profit 630,537 1,469,005 Operating Expenses Selling and marketing expenses 182,048 108,957 General and administrative expenses 1,665,745 1,243,829 Depreciation and amortization expense 4,016 9,561 Total Operating Expenses 1,851,809 1,362,347 Income (Loss) from Operations (1,221,272 ) 106,658 OTHER INCOME (EXPENSE) Other income 127,448 352,827 Impairment of receivable from SPAC (See Note 12) (3,979,985 ) (737,267 ) Preferred stock incentive compensation (See Note 4) (576,618 ) - Conversion and settlement value added to note purchase agreements (See Note 6) (8,108,589 ) - Interest expense (See Note 6) (1,172,460 ) (46,544 ) TOTAL OTHER (EXPENSE) INCOME (13,710,204 ) (430,984 ) NET LOSS FROM ASSETS-HELD-FOR-SALE $ (14,931,476 ) $ (324,326 ) |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Capital Stock [Abstract] | |
Schedule of Series A Preferred Shares | Based on the above, the value of WODI Series A preferred shares were determined to be as follows: Valuation Date Fair Value of 12/28/2022 $ 56.68 02/08/2023 $ 106.67 06/15/2023 $ 266.73 08/21/2023 $ 54.58 Valuation Date Fair Value of 06/27/2023 $ 0.36 08/21/2023 $ 0.37 |
Schedule of Non-controlling Interest | As of December 31, 2023, WODI had WODI common stock holders Ownership % OriginClear, Inc. 90.83 % Prior Reg A Holders 0.19 % Prior Series A Holders 3.87 % Prior Series B Holders 5.11 % Total 100 % |
Restricted Stock Grants and W_2
Restricted Stock Grants and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restricted Stock Grants and Warrants [Abstract] | |
Schedule of Weighted Average Remaining Contractual Life of Warrants Outstanding | During the year ended December 31, 2023, the Company issued 5,403,600 purchase warrants, associated with preferred stock. A summary of the Company’s warrant activity and related information follows for the years ended December 31, 2023 and 2022: 2023 2022 Number of Weighted Number of Weighted Outstanding - beginning of year 93,344,989 $ 0.1217 217,085,783 $ 0.0868 Granted 5,403,600 $ 0.125 44,750,216 $ 0.1236 Exercised - - - - Expired (33,946,000 ) $ (0.0905 ) (168,491,010 ) $ (0.0686 ) Outstanding - end of year 64,802,589 $ 0.1383 93,344,989 $ 0.1217 |
Schedule of Weighted Average Remaining Contractual Life of Warrants Outstanding | At December 31, 2023 and 2022, the weighted average remaining contractual life of warrants outstanding: 2023 2022 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 2.67 600,000 600,000 3.67 $ 0.05 0 0 0 25,200,000 25,200,000 0.16 $ 0.10 2,500,000 2,500,000 3.14 5,000,000 5,000,000 0.89 - 4.14 $ 0.25 3,760,000 3,760,000 3.0 10,006,000 10,006,000 0.5 - 4.00 $ 0.0275 8,727,273 8,727,273 7.41 8,727,273 8,727,273 8.41 $ 0.125 47,653,816 47,653,816 3.0 - 5.0 42,250,216 42,250,216 4.0 – 5.0 $ 1.00 1,561,500 1,561,500 0.50 - 0.96 1,561,500 1,561,500 1.50 - 1.96 64,802,589 64,802,589 93,344,989 93,344,989 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Promissory Notes [Abstract] | |
Schedule of Outstanding Convertible Promissory Notes | As of December 31, 2023, the outstanding convertible promissory notes are summarized as follows: Convertible Promissory Notes $ 2,617,691 Less current portion (2,472,944 ) Total long-term liabilities $ 144,747 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contracts with Customers [Abstract] | |
Schedule of Good or Service from Contracts with Customers | The following table represents a disaggregation of revenue by type of good or service from contracts with customers for the year ended December 31, 2023 and 2022. Years Ended December 31, 2023 2022 Equipment Contracts $ 4,036,326 $ 7,537,755 Component Sales 980,895 1,548,760 Waste Water Treatment Systems 950,775 886,005 Pump Stations 607,790 288,555 Rental Income 26,292 26,292 Services Sales 95,750 85,043 Commission & Training 10,350 4,163 $ 6,708,178 $ 10,376,573 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income Tax Provision | 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, 2023 and 2022 due to the following: 2023 2022 Book loss $ 2,441,414 $ 2,266,050 Tax to book differences for deductible expenses (4,333 ) 265 Tax non-deductible expenses (1,556,639 ) (1,078,110 ) Valuation Allowance (880,442 ) (1,188,205 ) Income tax expense $ - $ - |
Schedule of Net Deferred Tax Liabilities | Net deferred tax liabilities consist of the following components as of December 31, 2023 2022 Deferred tax assets: NOL carryover $ 10,895,202 $ 11,193,615 Other carryovers 728,907 728,905 Deferred tax liabilities: Depreciation (149,889 ) (125,925 ) Less Valuation Allowance (11,474,220 ) (11,796,595 ) Net deferred tax asset $ - $ - |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following as of December 31, 2023 2022 Payroll liabilities $ 106,979 $ 49,083 Accrued interest on promissory notes 1,667,534 1,542,303 Total accrued expenses $ 1,774,513 $ 1,591,386 |
Organization and Line of Busi_2
Organization and Line of Business (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 24, 2023 | Dec. 22, 2022 | Dec. 31, 2023 | Feb. 07, 2023 | Oct. 01, 2015 | |
Organization and Line of Business [Line Items] | |||||
Membership interests rate | 100% | ||||
Shares issued | 2,443,750 | ||||
Deposited amount | $ 977,500 | ||||
Public price per share | $ 0.1 | ||||
Equity valuation amount | $ 72,000,000 | ||||
Standing purchase amount | $ 26,292 | ||||
Sponsor [Member] | |||||
Organization and Line of Business [Line Items] | |||||
Sponsor shares | 2,343,750 | ||||
Shares outstanding | 2,443,750 | ||||
PWT [Member] | |||||
Organization and Line of Business [Line Items] | |||||
Percentage of stock issued and outstanding acquired | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Polices (Details) - USD ($) | 12 Months Ended | |||||
Jun. 23, 2023 | Apr. 08, 2023 | Mar. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Polices [Line Items] | ||||||
Allowance for doubtful accounts | $ 379,335 | $ 17,315 | ||||
Contract receivable | 1,509,504 | 2,479,123 | ||||
Prepaid expenses | 0 | 25,000 | ||||
Advertising costs | 201,323 | 206,285 | ||||
Depreciation expense | 26,317 | 30,398 | ||||
International independent company | $ 630,000 | |||||
Real estate property value | 580,000 | |||||
Private development | $ 50,000 | |||||
Real property share (in Shares) | 630 | |||||
Real property exchanged | $ 630,000 | |||||
Long term asset | 400,000 | |||||
Impairment | $ 116,000 | 114,000 | $ 116,000 | |||
Sale of the property | $ 400,000 | |||||
Initial payment | 235,000 | |||||
Installment amount | $ 11,000 | |||||
Received payment | $ 164,935 | |||||
Sale of property | 65,493 | |||||
Receivable | $ 169,572 | 99,000 | ||||
Additional payments | 70,572 | |||||
Derivative liabilities | 7,416,706 | |||||
Warrants outstanding | 326,218 | |||||
Aggregate derivative liabilities | $ 7,742,924 | |||||
Warrant [Member] | ||||||
Summary of Significant Accounting Polices [Line Items] | ||||||
Acquire share (in Shares) | 25,200,000 | |||||
Minimum [Member] | ||||||
Summary of Significant Accounting Polices [Line Items] | ||||||
Real estate property value | 114,000 | |||||
Long term asset | $ 630,000 | 400,000 | ||||
Maximum [Member] | ||||||
Summary of Significant Accounting Polices [Line Items] | ||||||
Real estate property value | 400,000 | |||||
Long term asset | $ 514,000 | $ 514,000 | ||||
Series T Preferred Stock [Member] | ||||||
Summary of Significant Accounting Polices [Line Items] | ||||||
Issued an aggregate (in Shares) | 630 | |||||
Purchaser agreed to purchase (in Shares) | 630 | |||||
Common Stock [Member] | ||||||
Summary of Significant Accounting Polices [Line Items] | ||||||
Common stock, per share (in Dollars per share) | $ 0.05 |
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, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Polices (Details) - Schedule of Loss Per Share Anti-Dilutive Effect [Line Items] | ||
Income (Loss) to common shareholders (Numerator) – continuing operations | $ 3,305,693 | $ (10,466,395) |
Loss to common shareholders (Numerator) – related to assets held-for sale | $ (14,931,476) | $ (324,326) |
Basic and diluted weighted average number of common shares outstanding (Denominator) (in Shares) | 1,285,642,179 | 679,049,314 |
Loss per share Assets-held-for-sale [Member] | ||
Summary of Significant Accounting Polices (Details) - Schedule of Loss Per Share Anti-Dilutive Effect [Line Items] | ||
Loss to common shareholders (Numerator) – related to assets held-for sale | $ (14,931,476) | $ (324,326) |
Summary of Significant Accoun_5
Summary of Significant Accounting Polices (Details) - Schedule of Loss Per Share Anti-Dilutive Effect (Parentheticals) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Loss Per Share Anti Dilutive Effect [Abstract] | ||
Diluted weighted average number of common shares outstanding (Denominator) | 1,285,642,179 | 679,049,314 |
Summary of Significant Accoun_6
Summary of Significant Accounting Polices (Details) - Schedule of Company Excludes Issuable Shares from Warrants, Loss Per Share is Anti-dilutive - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 64,802,589 | 94,973,989 |
Convertible debt shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 95,671,040 | 1,416,717 |
Dilutive shares | 1,227,427,097 | 886,911,604 |
Preferred shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 31,500,000 | 31,500,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method | Dec. 31, 2023 |
Machinery and equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 5 years |
Machinery and equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 10 years |
Furniture, fixtures and computer equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 5 years |
Furniture, fixtures and computer equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 7 years |
Vehicles [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Polices (Details) - Schedule of Property Plant and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | $ 607,012 | $ 607,012 |
Less accumulated depreciation | (460,276) | (429,943) |
Net Property and Equipment | 146,736 | 177,069 |
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 | 66,493 | 66,493 |
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_9
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities [Line Items] | ||
Investment at fair value-securities | $ 39,367 | $ 29,525 |
Derivative Liability | 7,742,759 | 9,578,904 |
Level 1 [Member] | ||
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities [Line Items] | ||
Investment at fair value-securities | 39,367 | 29,525 |
Derivative Liability | ||
Level 2 [Member] | ||
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities [Line Items] | ||
Investment at fair value-securities | ||
Derivative Liability | ||
Level 3 [Member] | ||
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities [Line Items] | ||
Investment at fair value-securities | ||
Derivative Liability | $ 7,742,759 | $ 9,578,904 |
Summary of Significant Accou_10
Summary of Significant Accounting Polices (Details) - Schedule of Reconciliation of the Derivative Liability for Which Level 3 inputs | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule Of Reconciliation Of The Derivative Liability For Which Level3 Inputs Abstract | |
Balance as of January 1, 2023 | $ 9,578,904 |
Net loss on conversion of debt and change in derivative liabilities | (1,836,145) |
Balance as of December 31, 2023 | $ 7,742,759 |
Summary of Significant Accou_11
Summary of Significant Accounting Polices (Details) - Schedule of Fair Market Value of the Derivative Liability | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest rate | 3.88% | 4.12% |
Stock volatility factor | 132% | 91% |
Weighted average expected option life | 6 months | 6 years |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk free interest rate | 4.79% | 4.76% |
Stock volatility factor | 166% | 154% |
Weighted average expected option life | 5 years | 5 years |
WODI Assets Held for Sale - D_3
WODI Assets Held for Sale - Discontinuing Operations (Details) $ in Millions | Oct. 24, 2023 USD ($) |
Water on Demand, Inc [Member] | |
WODI Assets Held for Sale - Discontinuing Operations (Details) [Line Items] | |
Equity valuation | $ 72 |
WODI Assets Held for Sale - D_4
WODI Assets Held for Sale - Discontinuing Operations (Details) - Schedule of Assets and Liabilities Held-For-Sale - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Assets and Liabilities Held-For-Sale [Member] | ||
CURRENT ASSETS | ||
Cash | $ 374,192 | $ 564,117 |
Contracts receivable, net allowance of $379,335 and $17,315, respectively (See Note 2) | 1,509,504 | 2,479,123 |
Contract assets | 455,102 | 1,479,491 |
Total Current Assets Held-For-Sale | 2,338,798 | 4,522,731 |
NET PROPERTY AND EQUIPMENT HELD-FOR-SALE | 3,370 | 7,386 |
NON-CURRENT ASSETS HELD-FOR SALE | ||
SPAC Class B common shares purchase cost | 400,000 | 400,000 |
CURRENT LIABILITIES HELD-FOR-SALE | ||
Accounts payable and other payable | 1,335,211 | 2,993,590 |
Accrued expenses | 1,103,159 | 42,518 |
Contract liabilities | 1,346,366 | 932,458 |
Tax liability | 13,600 | 15,600 |
Customer deposit | 143,503 | 143,503 |
Warranty reserve | 20,000 | 20,000 |
Line of credit | 178,808 | |
Secured Loans payable | 110,695 | |
Convertible secured promissory notes | 16,729,089 | 1,347,500 |
Total Current Liabilities Held-For-Sale | 20,980,431 | 5,495,169 |
Net Loss from Assets-Held-For-Sale [Member] | ||
CURRENT LIABILITIES HELD-FOR-SALE | ||
Sales | 6,681,886 | 10,350,281 |
Cost of Goods Sold | 6,051,349 | 8,881,276 |
Gross Profit | 630,537 | 1,469,005 |
Operating Expenses | ||
Selling and marketing expenses | 182,048 | 108,957 |
General and administrative expenses | 1,665,745 | 1,243,829 |
Depreciation and amortization expense | 4,016 | 9,561 |
Total Operating Expenses | 1,851,809 | 1,362,347 |
Income (Loss) from Operations | (1,221,272) | 106,658 |
OTHER INCOME (EXPENSE) | ||
Other income | 127,448 | 352,827 |
Impairment of receivable from SPAC | (3,979,985) | (737,267) |
Preferred stock incentive compensation | (576,618) | |
Conversion and settlement value added to note purchase agreements | (8,108,589) | |
Interest expense | (1,172,460) | (46,544) |
TOTAL OTHER (EXPENSE) INCOME | (13,710,204) | (430,984) |
NET LOSS FROM ASSETS-HELD-FOR-SALE | $ (14,931,476) | $ (324,326) |
Capital Stock (Details) - Part-
Capital Stock (Details) - Part-1 - USD ($) | Sep. 01, 2020 | Aug. 14, 2018 | Apr. 13, 2018 | Mar. 14, 2017 | Dec. 31, 2023 | Sep. 19, 2023 | Dec. 31, 2022 | Oct. 13, 2022 | Apr. 22, 2022 |
Capital Stock [Line Items] | |||||||||
Percentage of voting shares | 51% | ||||||||
Preferred stock, share authorized | 600,000,000 | 600,000,000 | |||||||
Preferred stock, shares issued | 25 | 25 | |||||||
Preferred stock, shares outstanding | 25 | 25 | |||||||
Common stock, shares outstanding | 10,000,000 | ||||||||
Designated preferred stock issued | 100,000,000 | ||||||||
Series C Preferred Stock [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||
Percentage of voting shares | 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, share authorized | 1,000,000 | ||||||||
Preferred stock, shares issued | 1,000 | 1,001,000 | |||||||
Preferred stock, shares outstanding | 1,000 | 1,001,000 | |||||||
Series D-1 Preferred Stock [Member] | |||||||||
Capital Stock [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% | ||||||||
Preferred stock, shares issued | 31,500,000 | 31,500,000 | |||||||
Preferred stock, shares outstanding | 31,500,000 | 31,500,000 | |||||||
Common stock, shares outstanding | 1,399,782,046 | 1,013,369,185 | |||||||
Series F Preferred Stock [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Preferred stock, shares outstanding | 60 | ||||||||
Designated preferred stock issued | 6,000 | ||||||||
Preferred stock liquidation per share (in Dollars per share) | $ 1,000 | ||||||||
Annual rate percentage | 8% | ||||||||
Aggregate redemption price (in Dollars) | $ 60,000 | ||||||||
Board of Directors Chairman [Member] | Series C Preferred Stock [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Shares issued | 1,000 | ||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||
PWT [Member] | Common Stock [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Common stock, shares outstanding | 31,500,000 | ||||||||
Mr. Eckelberry [Member] | Series C Preferred Stock [Member] | |||||||||
Capital Stock [Line Items] | |||||||||
Preferred stock, share outstanding | 1,000 |
Capital Stock (Details) - Par_2
Capital Stock (Details) - Part-2 - USD ($) | 12 Months Ended | ||||||
Jun. 10, 2021 | Apr. 30, 2021 | Apr. 03, 2019 | Jan. 16, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 22, 2022 | |
Capital Stock [Line Items] | |||||||
Designated preferred stock issued | 100,000,000 | ||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 25 | 25 | |||||
Preferred stock, shares outstanding | 25 | 25 | |||||
Series I Preferred Stock [Member] | |||||||
Capital Stock [Line Items] | |||||||
Aggregate of value (in Dollars) | $ 25,000 | ||||||
Series G Preferred Stock [Member] | |||||||
Capital Stock [Line Items] | |||||||
Designated preferred stock issued | 6,000 | ||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||
Annual rate percentage | 8% | ||||||
Divided closing price (in Dollars) | $ (500) | ||||||
Preferred stock, shares issued | 25 | ||||||
Preferred stock, shares outstanding | 25 | ||||||
Series I Preferred Stock [Member] | |||||||
Capital Stock [Line Items] | |||||||
Designated preferred stock issued | 4,000 | ||||||
Annual rate percentage | 8% | ||||||
Preferred stock, shares issued | 25 | ||||||
Preferred stock, shares outstanding | 25 | ||||||
Preferred stock, description | 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. | ||||||
Liquidation preference value (in Dollars) | $ 1,000 | ||||||
Aggregate redemption price (in Dollars) | $ 25,000 |
Capital Stock (Details) - Par_3
Capital Stock (Details) - Part-3 - USD ($) | 12 Months Ended | ||||
Jul. 01, 2020 | Apr. 27, 2020 | Jun. 03, 2019 | Apr. 03, 2019 | Dec. 31, 2023 | |
Series J Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 100,000 | ||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||
Preferred stock issued and outstanding | 210 | ||||
Series K Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 4,000 | ||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||
Dividend rate, percentage | 8% | ||||
Conversion of preferred shares (in Dollars) | $ 100 | ||||
Preferred stock, shares issued | 307 | ||||
Aggregate redemption price (in Dollars) | $ 307,150 | ||||
Series L Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 100,000 | ||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||
Preferred stock issued and outstanding | 321 | ||||
Aggregate preferred stock, share issued | 100 | ||||
Series M Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 800,000 | ||||
Preferred stock issued and outstanding | 40,300 | ||||
Dividend rate, percentage | 10% | ||||
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% | ||||
Series O Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 2,000 | ||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||
Preferred stock issued and outstanding | 190 | ||||
Dividend rate, percentage | 4% | ||||
Conversion of preferred shares (in Dollars) | $ 61,728,395 | ||||
Aggregate preferred stock, share issued | 40 | ||||
Percentage of conversion price | 200% | ||||
Aggregate shares | 869,449 | ||||
Series O Preferred Stock [Member] | Common Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Conversion shares | 7,722,008 | ||||
Series O Preferred Stock [Member] | Maximum [Member] | |||||
Capital Stock [Line Items] | |||||
Annual rate percentage | 8% | ||||
Outstanding common stock percentage | 9.99% | ||||
Series O Preferred Stock [Member] | Minimum [Member] | |||||
Capital Stock [Line Items] | |||||
Annual rate percentage | 4% | ||||
Outstanding common stock percentage | 4.99% | ||||
Series P Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 500 | ||||
Preferred stock issued and outstanding | 30 | ||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||
Percentage of common stock | 4.99% | ||||
Increased common stock percentage | 9.99% | ||||
OriginClear, Inc Preferred Stock [Member] | Series K Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Preferred stock, shares outstanding | 307 |
Capital Stock (Details) - Par_4
Capital Stock (Details) - Part-4 - $ / shares | 12 Months Ended | ||||
Nov. 16, 2020 | Aug. 21, 2020 | Dec. 31, 2023 | Feb. 11, 2022 | Dec. 06, 2021 | |
Series Q Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 2,000 | ||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||
Dividend rate, percentage | 12% | ||||
Percentage of common stock | 200% | ||||
Percentage of common stock outstanding | 4.99% | ||||
Common stock outstanding increased percentage | 9.99% | ||||
Aggregate preferred stock, share issued | 25 | ||||
Preferred stock issued and outstanding | 420 | ||||
Aggregate shares | 1,220 | ||||
Conversion shares | 100 | ||||
Series Y Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 3,000 | ||||
Conversion shares | 19 | ||||
Series Y Preferred Stock [Member] | Common Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Aggregate preferred stock, share issued | 50,340,392 | ||||
Aggregate of shares | 853,916,484 | ||||
Series Z Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 25 | ||||
Aggregate preferred stock, share issued | 195 | ||||
Series R Preferred Stock [Member] | |||||
Capital Stock [Line Items] | |||||
Designated preferred stock issued | 5,000 | ||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||
Dividend rate, percentage | 10% | ||||
Percentage of common stock | 200% | ||||
Percentage of common stock outstanding | 4.99% | ||||
Common stock outstanding increased percentage | 9.99% | ||||
Aggregate of shares | 250,786,688 | ||||
Shares issued | 1,608 |
Capital Stock (Details) - Par_5
Capital Stock (Details) - Part-5 - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Apr. 28, 2023 | Oct. 20, 2022 | Oct. 13, 2022 | Feb. 18, 2022 | Feb. 11, 2022 | Dec. 06, 2021 | Dec. 01, 2021 | Aug. 10, 2021 | May 26, 2021 | Apr. 28, 2021 | Mar. 01, 2021 | Feb. 05, 2021 | Nov. 16, 2020 | Aug. 21, 2020 | Apr. 27, 2020 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Feb. 07, 2023 | Apr. 22, 2022 | Mar. 14, 2017 | |
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 100,000,000 | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Preferred stock, shares outstanding | 25 | 25 | |||||||||||||||||||||
Exercise prices per share (in Dollars per share) | $ 1 | $ 93,344,989 | |||||||||||||||||||||
Conversion of preferred shares (in Dollars) | $ 3,704,500 | $ 4,962,347 | |||||||||||||||||||||
Preferred stock, shares issued | 25 | 25 | |||||||||||||||||||||
Aggregate of shares | 20,492,456 | ||||||||||||||||||||||
Owning percentage | 9.99% | 9.99% | |||||||||||||||||||||
Common stock, shares Issued | 10,000,000 | ||||||||||||||||||||||
Fair value of original issuance (in Dollars) | $ (1,836,145) | $ 3,052,775 | |||||||||||||||||||||
Aggregate expense (in Dollars) | 382,793 | ||||||||||||||||||||||
Value of per shares (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||
Aggregate expense (in Dollars) | $ 193,825 | ||||||||||||||||||||||
Preferred stock, share authorized | 600,000,000 | 600,000,000 | |||||||||||||||||||||
Percentage of voting shares | 51% | ||||||||||||||||||||||
Financing received (in Dollars) | $ 141,373 | ||||||||||||||||||||||
Shares of common stock | 11,584,932 | ||||||||||||||||||||||
Fair value (in Dollars) | $ 120,540 | ||||||||||||||||||||||
Conversion of common shares | 764,640,346 | 421,892,206 | |||||||||||||||||||||
Aggregate stock redeemed | 853,916,848 | ||||||||||||||||||||||
Redeemed Common stock value (in Dollars) | $ 0.0064 | ||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Aggregate of shares | 853,916,848 | ||||||||||||||||||||||
Common stock, shares Issued | 358,587,063 | ||||||||||||||||||||||
Fair value (in Dollars) | $ 7,499,390 | ||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Value of per shares (in Dollars per share) | $ 0.36 | ||||||||||||||||||||||
Water On Demand, Inc. (‘WODI’) Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 50,000,000 | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||
OriginClear, Inc. Common Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||
Shares issued (in Dollars) | $ 25,000,000 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.0146 | ||||||||||||||||||||||
Common Stock, Convertible, Conversion Price, Decrease (in Dollars per share) | 0.0058 | ||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0051 | ||||||||||||||||||||||
Minimum [Member] | Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Value of per shares (in Dollars per share) | $ 0.37 | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Prices ranging (in Dollars per share) | 0.0073 | ||||||||||||||||||||||
Conversion prices (in Dollars per share) | 0.0082 | ||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.0135 | ||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.0085 | ||||||||||||||||||||||
Principal amount (in Dollars) | $ 91,000 | ||||||||||||||||||||||
Accrued interest (in Dollars) | 76,365 | ||||||||||||||||||||||
Total aggregate (in Dollars) | $ 167,365 | ||||||||||||||||||||||
Series S Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 430 | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||
Dividend rate, percentage | 12% | ||||||||||||||||||||||
Percentage of common stock | 200% | ||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||
Conversion shares | 8,864,250 | ||||||||||||||||||||||
Aggregate preferred stock, share issued | 50 | ||||||||||||||||||||||
Preferred stock issued and outstanding | 120 | ||||||||||||||||||||||
Series U preferred stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 5,000 | ||||||||||||||||||||||
Percentage of common stock | 150% | ||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||
Conversion shares | 19,051,616 | ||||||||||||||||||||||
Aggregate preferred stock, share issued | 115 | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.2 | ||||||||||||||||||||||
Conversion price percentage | 200% | ||||||||||||||||||||||
Preferred stock, shares outstanding | 270 | ||||||||||||||||||||||
Warrants shares (in Dollars) | $ 51,413,816 | ||||||||||||||||||||||
Series U preferred stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Fair value of original issuance (in Dollars) | $ 243,079 | ||||||||||||||||||||||
Series U preferred stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.13 | ||||||||||||||||||||||
Series U preferred stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.25 | ||||||||||||||||||||||
Series Y Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 3,000 | ||||||||||||||||||||||
Conversion shares | 19 | ||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 25,000 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 24.6 | ||||||||||||||||||||||
Warrants shares (in Dollars) | $ 1,561,500 | ||||||||||||||||||||||
Fair value (in Dollars) | $ 2 | ||||||||||||||||||||||
Preferred stock, shares issued | 24.6 | ||||||||||||||||||||||
Original issue price (in Dollars per share) | $ 100,000 | ||||||||||||||||||||||
Annual net profits percentage | 25% | ||||||||||||||||||||||
Owning percentage | 4.99% | ||||||||||||||||||||||
Subsidiary’s annual net profits percentage | 25% | ||||||||||||||||||||||
Aggregate net funding amount (in Dollars) | $ 610,450 | ||||||||||||||||||||||
Number of acquire warrant shares | 0.25 | ||||||||||||||||||||||
Amount of accrued dividends (in Dollars) | $ 523,403 | ||||||||||||||||||||||
Sale of aggregate shares (in Dollars) | $ 20,000,000 | ||||||||||||||||||||||
Series Y Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Aggregate preferred stock, share issued | 50,340,392 | ||||||||||||||||||||||
Aggregate of shares | 853,916,484 | ||||||||||||||||||||||
Series Y Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Exercise prices per share (in Dollars per share) | $ 1 | ||||||||||||||||||||||
Series W Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 3,390 | ||||||||||||||||||||||
Conversion shares | 33 | ||||||||||||||||||||||
Aggregate preferred stock, share issued | 100 | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 887 | ||||||||||||||||||||||
Annual rate percentage | 12% | ||||||||||||||||||||||
Stated value percentage | 200% | ||||||||||||||||||||||
Outstanding common stock percentage | 4.99% | ||||||||||||||||||||||
Aggregate shares | 7,559,934 | ||||||||||||||||||||||
Conversion of preferred shares (in Dollars) | $ 100 | ||||||||||||||||||||||
Preferred stock, shares issued | 887 | ||||||||||||||||||||||
Series X Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 25 | ||||||||||||||||||||||
Percentage of common stock | 250% | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 10,000 | ||||||||||||||||||||||
Subscription agreement percentage | 125% | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Aggregate of shares | 25 | ||||||||||||||||||||||
Aggregate of value (in Dollars) | $ 250,000 | ||||||||||||||||||||||
Series V Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||
Series Z Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 25 | ||||||||||||||||||||||
Aggregate preferred stock, share issued | 195 | ||||||||||||||||||||||
Exercise prices per share (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||
Annual rate percentage | 25% | ||||||||||||||||||||||
Original issue price (in Dollars per share) | $ 10,000 | ||||||||||||||||||||||
Owning percentage | 4.99% | ||||||||||||||||||||||
Fair value of original issuance (in Dollars) | $ 8,892 | ||||||||||||||||||||||
Preferred stock purchase price (in Dollars) | $ 250,000 | ||||||||||||||||||||||
Number of warrants shares | 2,500,000 | 2,500,000 | |||||||||||||||||||||
Series T Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Aggregate preferred stock, share issued | 630 | ||||||||||||||||||||||
Real property cost (in Dollars) | $ 25 | ||||||||||||||||||||||
Number of warrants shares | 25,200,000 | ||||||||||||||||||||||
Series O Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 2,000 | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||
Dividend rate, percentage | 4% | ||||||||||||||||||||||
Aggregate preferred stock, share issued | 40 | ||||||||||||||||||||||
Preferred stock issued and outstanding | 190 | ||||||||||||||||||||||
Aggregate shares | 869,449 | ||||||||||||||||||||||
Conversion of preferred shares (in Dollars) | $ 61,728,395 | ||||||||||||||||||||||
Shares of common stock | 869,449 | 1,256,639 | |||||||||||||||||||||
Series O Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Conversion shares | 7,722,008 | ||||||||||||||||||||||
Series O Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Annual rate percentage | 4% | ||||||||||||||||||||||
Outstanding common stock percentage | 4.99% | ||||||||||||||||||||||
Series O Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Annual rate percentage | 8% | ||||||||||||||||||||||
Outstanding common stock percentage | 9.99% | ||||||||||||||||||||||
Series Q Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 2,000 | ||||||||||||||||||||||
Dividend rate, percentage | 12% | ||||||||||||||||||||||
Percentage of common stock | 200% | ||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||
Conversion shares | 100 | ||||||||||||||||||||||
Aggregate preferred stock, share issued | 25 | ||||||||||||||||||||||
Preferred stock issued and outstanding | 420 | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||
Series R Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 5,000 | ||||||||||||||||||||||
Dividend rate, percentage | 10% | ||||||||||||||||||||||
Percentage of common stock | 200% | ||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||
Aggregate of shares | 250,786,688 | ||||||||||||||||||||||
Common stock value (in Dollars) | $ 85,391 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 1,000,000 | ||||||||||||||||||||||
Conversion price percentage | 10% | ||||||||||||||||||||||
Series A Preferred Stock [Member] | WODI [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Aggregate preferred stock, share issued | 0.0001 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Designated preferred stock issued | 1,000,000 | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 5 | $ 0.0001 | |||||||||||||||||||||
Preferred stock, shares issued | 0 | ||||||||||||||||||||||
Conversion price percentage | 2.50% | ||||||||||||||||||||||
Sale of aggregate shares (in Dollars) | $ 5,000,000 | ||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,001,000 | |||||||||||||||||||||
Preferred stock, shares issued | 1,000 | 1,001,000 | |||||||||||||||||||||
Preferred stock, share authorized | 1,000,000 | ||||||||||||||||||||||
Percentage of voting shares | 51% | ||||||||||||||||||||||
Series C Preferred Stock [Member] | OriginClear, Inc Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||||||||||||||
OriginClear, Inc Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||||||||||||||
WODI [Member] | Minimum [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.006 | ||||||||||||||||||||||
WODI [Member] | Maximum [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.013 | ||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.00955 | ||||||||||||||||||||||
Shares of common stock | 55,788,402 | 39,900,514 | |||||||||||||||||||||
Principal amount (in Dollars) | $ 155,300 | ||||||||||||||||||||||
Accrued interest (in Dollars) | $ 115,246 | ||||||||||||||||||||||
Total aggregate (in Dollars) | $ 270,546 | ||||||||||||||||||||||
Services [Member] | |||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||
Shares of common stock | 80,519,927 | ||||||||||||||||||||||
Fair value (in Dollars) | $ 782,605 |
Capital Stock (Details) - Par_6
Capital Stock (Details) - Part-6 - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 26, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Capital Stock [Line Items] | ||||
Shares of common stock | 11,584,932 | |||
Description of share prices ranging | The Company issued 63,201,050 shares of common stock for services at fair value of $1,433,828, at share prices ranging from $0.0051 to $0.0135. | |||
Price per share (in Dollars per share) | $ 0.01 | |||
Conversion of common shares | 764,640,346 | 421,892,206 | ||
Conversion of preferred shares (in Dollars) | $ 3,704,500 | $ 4,962,347 | ||
Total proceeds (in Dollars) | $ 60,000 | |||
Percentage of issued and outstanding | 90.83% | |||
WODI [Member] | ||||
Capital Stock [Line Items] | ||||
Non-controlling interest | 9.17% | |||
Minimum [Member] | ||||
Capital Stock [Line Items] | ||||
Prices ranging (in Dollars per share) | $ 0.0146 | |||
Price per share (in Dollars per share) | $ 0.0051 | |||
Maximum [Member] | ||||
Capital Stock [Line Items] | ||||
Prices ranging (in Dollars per share) | $ 0.0073 | |||
Price per share (in Dollars per share) | $ 0.0135 | |||
Series O Preferred Stock [Member] | ||||
Capital Stock [Line Items] | ||||
Shares of common stock | 869,449 | 1,256,639 | ||
Conversion of preferred shares (in Dollars) | $ 61,728,395 | |||
Convertible Promissory Notes [Member] | ||||
Capital Stock [Line Items] | ||||
Shares of common stock | 55,788,402 | 39,900,514 | ||
Principal amount (in Dollars) | $ 155,300 | |||
Accrued interest (in Dollars) | $ 115,246 | |||
Total aggregate (in Dollars) | $ 270,546 | |||
Prices ranging (in Dollars per share) | $ 0.00955 | |||
Financing Agreement [Member] | ||||
Capital Stock [Line Items] | ||||
Shares of common stock | 63,201,050 | |||
Principal amount (in Dollars) | $ 1,433,828 |
Capital Stock (Details) - Sched
Capital Stock (Details) - Schedule of Series A Preferred Shares | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | $ 0.37 |
12/28/2022 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | 56.68 |
02/08/2023 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | 106.67 |
06/15/2023 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | 266.73 |
08/21/2023 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | 54.58 |
06/27/2023 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | $ 0.36 |
Capital Stock (Details) - Sch_2
Capital Stock (Details) - Schedule of Non-controlling Interest - WODI Ownership Percentage [Member] | Dec. 31, 2023 |
Redeemable Noncontrolling Interest [Line Items] | |
Total ownership percentage | 100% |
OriginClear, Inc. [Member] | |
Redeemable Noncontrolling Interest [Line Items] | |
Total ownership percentage | 90.83% |
Prior Reg A Holders [Member] | |
Redeemable Noncontrolling Interest [Line Items] | |
Total ownership percentage | 0.19% |
Prior Series A Holders [Member] | |
Redeemable Noncontrolling Interest [Line Items] | |
Total ownership percentage | 3.87% |
Prior Series B Holders [Member] | |
Redeemable Noncontrolling Interest [Line Items] | |
Total ownership percentage | 5.11% |
Restricted Stock Grants and W_3
Restricted Stock Grants and Warrants (Details) - USD ($) | 12 Months Ended | ||
Aug. 14, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | |
Options and Warrants [Line Items] | |||
Board of directors amendment, description | May 12, 2016, and August 4, 2022, the Company entered into Restricted Stock Grant Agreements (“the RSGAs”) with its Chief Executive Officer, 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. | ||
Gross revenue | $ 26,292 | $ 26,292 | |
Aggregate expense | 120,540 | ||
Warrants outstanding | 0 | ||
Derivative liability | $ 1,087,689 | ||
Warrants immediate vesting | 3 years | ||
Exercise warrant | $ 325,000 | ||
Exercise price warrants (in Dollars per share) | $ 1 | $ 93,344,989 | |
Fair value | $ 42,351 | ||
Chief Executive Officer [Member] | |||
Options and Warrants [Line Items] | |||
Gross revenue | 15,000,000 | ||
Accepted accounting principles | 1,500,000 | ||
Warrant [Member] | |||
Options and Warrants [Line Items] | |||
Purchase warrants | $ 5,403,600 | ||
Restricted Stock Grant Agreement [Member] | |||
Options and Warrants [Line Items] | |||
Aggregate shares issued (in Shares) | 11,584,932 |
Restricted Stock Grants and W_4
Restricted Stock Grants and Warrants (Details) - Schedule of Warrant Activity - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Warrants [Member] | ||
Restricted Stock Grants and Warrants (Details) - Schedule of Warrant Activity [Line Items] | ||
Number of Warrants, Outstanding - beginning of period | 93,344,989 | 217,085,783 |
Number of Warrants, Granted | 5,403,600 | 44,750,216 |
Number of Warrants, Exercised | ||
Number of Warrants, Expired | (33,946,000) | (168,491,010) |
Number of Warrants, Outstanding - end of period | 64,802,589 | 93,344,989 |
Weighted average exercise price [Member] | ||
Restricted Stock Grants and Warrants (Details) - Schedule of Warrant Activity [Line Items] | ||
Weighted average exercise price, Outstanding - beginning of period | $ 0.1217 | $ 0.0868 |
Weighted average exercise price, Granted | 0.125 | 0.1236 |
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Expired | (0.0905) | (0.0686) |
Weighted average exercise price, Outstanding - end of period | $ 0.1383 | $ 0.1217 |
Restricted Stock Grants and W_5
Restricted Stock Grants and Warrants (Details) - Schedule of Weighted Average Remaining Contractual Life of Warrants Outstanding - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Exercisable Prices (in Dollars per share) | $ 1 | $ 93,344,989 |
Warrants Outstanding | 64,802,589 | |
Warrants Exercisable | 64,802,589 | 93,344,989 |
0.02 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Prices (in Dollars per share) | $ 0.02 | $ 600,000 |
Warrants Outstanding | 600,000 | |
Warrants Exercisable | 600,000 | 600,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 8 months 1 day | 3 years 8 months 1 day |
0.05 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Prices (in Dollars per share) | $ 0.05 | $ 25,200,000 |
Warrants Outstanding | 0 | |
Warrants Exercisable | 0 | 25,200,000 |
Weighted Average Remaining Contractual Life (years) | 0 years | 1 month 28 days |
0.10 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Prices (in Dollars per share) | $ 0.1 | $ 5,000,000 |
Warrants Outstanding | 2,500,000 | |
Warrants Exercisable | 2,500,000 | 5,000,000 |
Weighted Average Remaining Contractual Life (years) | 3 years 1 month 20 days | |
0.25 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Prices (in Dollars per share) | $ 0.25 | $ 10,006,000 |
Warrants Outstanding | 3,760,000 | |
Warrants Exercisable | 3,760,000 | 10,006,000 |
Weighted Average Remaining Contractual Life (years) | 3 years | |
0.0275 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Prices (in Dollars per share) | $ 0.0275 | $ 8,727,273 |
Warrants Outstanding | 8,727,273 | |
Warrants Exercisable | 8,727,273 | 8,727,273 |
Weighted Average Remaining Contractual Life (years) | 7 years 4 months 28 days | 8 years 4 months 28 days |
0.125 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Prices (in Dollars per share) | $ 0.125 | $ 42,250,216 |
Warrants Outstanding | 47,653,816 | |
Warrants Exercisable | 47,653,816 | 42,250,216 |
1.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercisable Prices (in Dollars per share) | $ 1 | $ 1,561,500 |
Warrants Outstanding | 1,561,500 | |
Warrants Exercisable | 1,561,500 | 1,561,500 |
Minimum [Member] | 0.10 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 10 months 20 days | |
Minimum [Member] | 0.25 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 6 months | |
Minimum [Member] | 0.125 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 3 years | 4 years |
Minimum [Member] | 1.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 6 months | 1 year 6 months |
Maximum [Member] | 0.10 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 4 years 1 month 20 days | |
Maximum [Member] | 0.25 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 4 years | |
Maximum [Member] | 0.125 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 5 years | 5 years |
Maximum [Member] | 1.00 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 11 months 15 days | 1 year 11 months 15 days |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2024 | Mar. 13, 2019 | May 31, 2018 | Apr. 30, 2018 | Apr. 02, 2018 | Dec. 31, 2022 | May 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 25, 2021 | Nov. 19, 2020 | |
Convertible Promissory Notes [Line Items] | |||||||||||
Conversion into common stock | $ 154 | ||||||||||
Aggregate remaining balance | 683,700 | ||||||||||
Aggregate balance | 1,200,000 | ||||||||||
Trading days | 25 days | 25 days | |||||||||
Note payable | 30,646 | ||||||||||
Convertible debt received funds | 4,029,985 | ||||||||||
Derivative liability | 7,416,706 | ||||||||||
secured promissory notes | $ 1,347,500 | ||||||||||
Investors interest | 10% | ||||||||||
Purchase price | 400,000 | ||||||||||
Additional capital | $ 6,923,000 | ||||||||||
Aggregate of share (in Shares) | 20,492,456 | ||||||||||
Convertible promissory notes | $ 16,729,089 | ||||||||||
Common Stock [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Aggregate amount | $ 609,199 | ||||||||||
Aggregate of share (in Shares) | 853,916,848 | ||||||||||
Minimum [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Conversion price per share (in Dollars per share) | $ 0.0058 | ||||||||||
2014-2015 Notes [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Interest rate | 10% | ||||||||||
Trade price percentage | 50% | ||||||||||
2014-2015 Notes [Member] | Minimum [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Conversion into common stock | $ 4,200 | ||||||||||
2014-2015 Notes [Member] | Maximum [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Conversion into common stock | $ 9,800 | ||||||||||
Unsecured Convertible Promissory Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Interest rate | 10% | ||||||||||
Trade price percentage | 50% | ||||||||||
Aggregate amount | $ 300,000 | $ 300,000 | |||||||||
Investor amount | $ 570,000 | ||||||||||
Reserved shares (in Shares) | 2,630,769 | ||||||||||
Note payable | $ 218,064 | ||||||||||
Unsecured Convertible Promissory Note [Member] | Minimum [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Conversion into common stock | 1,400 | ||||||||||
Unsecured Convertible Promissory Note [Member] | Maximum [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Conversion into common stock | $ 5,600 | ||||||||||
Dec 2015 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Interest rate | 0% | ||||||||||
Nov 20 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Interest rate | 10% | ||||||||||
Trade price percentage | 50% | ||||||||||
Conversion price per share (in Dollars per share) | $ 0.05 | ||||||||||
Convertible debt received funds | $ 50,000 | ||||||||||
Penalty per day | $ 2,000 | ||||||||||
Jan 21 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Interest rate | 10% | ||||||||||
Trade price percentage | 50% | ||||||||||
Maturity date | Jan. 25, 2022 | ||||||||||
Conversion price per share (in Dollars per share) | $ 0.05 | ||||||||||
Penalty per day | $ 2,000 | ||||||||||
Debt Conversion Price [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Conversion price rate | 10% | 10% | |||||||||
Short-Term Debt [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Aggregate remaining amount | 615,000 | ||||||||||
Short-Term Debt [Member] | Dec 2015 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Aggregate remaining amount | 167,048 | ||||||||||
Short-Term Debt [Member] | Sep 2016 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Aggregate remaining amount | 430,896 | ||||||||||
Long-Term Debt [Member] | Unsecured Convertible Promissory Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Aggregate remaining amount | 68,700 | ||||||||||
Long-Term Debt [Member] | Nov 20 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Aggregate remaining amount | 13,772 | ||||||||||
Common Stock [Member] | Debt Conversion Price [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Conversion price rate | 50% | 50% | |||||||||
Series X Preferred Stock [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Preferred stock value | $ 250,000 | ||||||||||
Aggregate of share (in Shares) | 25 | ||||||||||
Series R Preferred Stock [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Issued shares (in Shares) | 1,608 | ||||||||||
Preferred stock value | $ 100,000 | ||||||||||
Aggregate of share (in Shares) | 250,786,688 | ||||||||||
Original Issue Discount Notes [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Conversion into common stock | $ 30,620 | ||||||||||
Trade price percentage | 50% | ||||||||||
Accrued interest | $ 13,334 | ||||||||||
Aggregate remaining amount | $ 184,124 | ||||||||||
Maturity date | Jun. 30, 2028 | ||||||||||
Conversion price per share (in Dollars per share) | $ 5,600 | ||||||||||
Short term remaining balance | $ 62,275 | ||||||||||
Convertible Debt [Member] | Dec 2015 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Accounts payable | $ 432,048 | ||||||||||
Percentage of average of lowest sale prices | 75% | ||||||||||
Convertible Debt [Member] | Sep 2016 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Interest rate | 0% | ||||||||||
Accounts payable | $ 430,896 | ||||||||||
Percentage of average of lowest sale prices | 75% | ||||||||||
Unsecured Convertible Promissory Note [Member] | Nov 20 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Convertible debt | $ 50,000 | ||||||||||
Unsecured Convertible Promissory Note [Member] | Jan 21 Note [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Convertible debt | $ 60,000 | ||||||||||
Convertible debt received funds | $ 60,000 | ||||||||||
Interest expense | $ 3,743 | ||||||||||
Remaining debt amount | $ 60,000 | ||||||||||
OriginClear, Inc.Technology [Member] | |||||||||||
Convertible Promissory Notes [Line Items] | |||||||||||
Issued shares (in Shares) | 55,788,402 | ||||||||||
Principal amount | $ 91,000 | ||||||||||
Accrued interest | $ 76,365 |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details) - Schedule of Outstanding Convertible Promissory Notes | Dec. 31, 2023 USD ($) |
Schedule of Outstanding Convertible Promissory Notes [Abstract] | |
Convertible Promissory Notes | $ 2,617,691 |
Less current portion | (2,472,944) |
Total long-term liabilities | $ 144,747 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contracts with Customers [Abstract] | ||
Contract asset | $ 445,102 | $ 1,479,491 |
Contract liability | $ 1,346,366 | $ 932,458 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - Schedule of Good or Service from Contracts with Customers - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Good or Service from Contracts with Customers [Abstract] | ||
Equipment Contracts | $ 4,036,326 | $ 7,537,755 |
Component Sales | 980,895 | 1,548,760 |
Waste Water Treatment Systems | 950,775 | 886,005 |
Pump Stations | 607,790 | 288,555 |
Rental Income | 26,292 | 26,292 |
Services Sales | 95,750 | 85,043 |
Commission & Training | 10,350 | 4,163 |
Total | $ 6,708,178 | $ 10,376,573 |
Financial Assets (Details)
Financial Assets (Details) - USD ($) | 12 Months Ended | ||
Nov. 12, 2021 | May 15, 2018 | Dec. 31, 2023 | |
Financial Assets [Line Items] | |||
Share price amount | $ 30,000 | ||
Preferred shares fair value | $ 3,200 | ||
Fair value loss | 800 | ||
Interest and fees | $ 45,208,649 | ||
Investment in securities in fair value amount | 36,167 | ||
Unrealized gain | $ 9,042 | ||
Series C Convertible Preferred Stock [Member] | |||
Financial Assets [Line Items] | |||
Convertible preferred stock (in Shares) | 4,000 | ||
Series C Convertible Preferred Stock [Member] | Common Stock [Member] | |||
Financial Assets [Line Items] | |||
Convertible preferred stock (in Shares) | 1,000,000 | ||
OriginClear, Inc.Technology [Member] | |||
Financial Assets [Line Items] | |||
Fair value market price per share (in Dollars per share) | $ 0.0075 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 06, 2023 | Jun. 12, 2020 | Dec. 31, 2023 | |
Loans Payable [Line Items] | |||
Assets amount | $ 149,900 | $ 1,749,970 | |
Finance cost | 59,900 | 624,810 | |
Net balance | 30,646 | ||
Net amount | 90,000 | ||
Loan | $ 110,695 | ||
Remaining balance | $ 147,217 | ||
Economic Injury Disaster Loan [Member] | |||
Loans Payable [Line Items] | |||
Grant loan amount | $ 150,000 |
Capital Leases (Details)
Capital Leases (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares | |
Capital Leases [Abstract] | |
Capital lease term | 60 years |
Monthly payments for lease | $ | $ 757 |
Lease price | $ / shares | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 22, 2017 | Dec. 31, 2023 |
Income Taxes [Line Items] | ||
Net operating loss carry-forwards (in Dollars) | $ 51,881,914 | |
Maximum [Member] | ||
Income Taxes [Line Items] | ||
Income tax rate | 35% | |
Minimum [Member] | ||
Income Taxes [Line Items] | ||
Income tax rate | 21% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Income Tax Provision Abstract | ||
Book loss | $ 2,441,414 | $ 2,266,050 |
Tax to book differences for deductible expenses | (4,333) | 265 |
Tax non-deductible expenses | (1,556,639) | (1,078,110) |
Valuation Allowance | (880,442) | (1,188,205) |
Income tax expense |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Net Deferred Tax Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
NOL carryover | $ 10,895,202 | $ 11,193,615 |
Other carryovers | 728,907 | 728,905 |
Deferred tax liabilities: | ||
Depreciation | (149,889) | (125,925) |
Less Valuation Allowance | (11,474,220) | (11,796,595) |
Net deferred tax asset |
Water on Demand Inc. (_WODI_) (
Water on Demand Inc. (‘WODI’) (Details) - USD ($) | 12 Months Ended | ||||||||||
Oct. 25, 2023 | Apr. 10, 2023 | Dec. 29, 2022 | Dec. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 21, 2023 | Apr. 14, 2023 | Feb. 07, 2023 | Nov. 16, 2022 | Nov. 04, 2022 | |
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Investments amount (in Dollars) | $ 1,000 | ||||||||||
Common stock, shares Issued | 10,000,000 | ||||||||||
Common stock, shares outstanding | 10,000,000 | ||||||||||
Paid total amount (in Dollars) | $ 1,137,267 | ||||||||||
Membership interest amount (in Dollars) | $ 400,000 | ||||||||||
Compensating amount (in Dollars) | $ 737,267 | ||||||||||
Notes payable to related party (in Dollars) | $ 737,267 | ||||||||||
Purchase price (in Dollars) | $ 400,000 | ||||||||||
Interest rate per annum | 10% | ||||||||||
Deposit amount (in Dollars) | $ 977,500 | ||||||||||
Public share price (in Dollars per share) | $ 0.1 | ||||||||||
Special Meeting total | 10,514,410 | ||||||||||
Special Meeting total number of percentage | 81.61% | ||||||||||
Sufficient votes Percentage | 65% | ||||||||||
Other assets exchange shares | 6,000,000 | ||||||||||
Total shares | 5,687,847 | ||||||||||
Issued and outstanding percentage | 84.59% | ||||||||||
Additional term | 1 year | ||||||||||
Aggregate amount (in Dollars) | $ 4,029,985 | ||||||||||
Unsecured promissory notes (in Dollars) | 4,029,985 | ||||||||||
Paid amount (in Dollars) | $ 4,029,985 | ||||||||||
Stock price | 50,000 | ||||||||||
Purchase of class B founder shares at lower of cost (in Dollars) | $ 400,000 | ||||||||||
Restricted shares percentage | 25% | ||||||||||
Issuance of shares | 15,550,000 | ||||||||||
Common Stock [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Common stock, shares Issued | 358,587,063 | ||||||||||
Common stock outstanding percentage | 1% | ||||||||||
Class B Common Stock [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Common stock, shares Issued | 2,443,750 | ||||||||||
Common stock, shares outstanding | 2,443,750 | ||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Vested shares percentage | 6.25% | ||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Vested shares percentage | 6.25% | ||||||||||
SPAC [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Merger percentage | 75% | ||||||||||
Progressive Water Treatment Restricted Stock Grant Agreements [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Conversion price per share (in Dollars per share) | $ 0.19737 | ||||||||||
Sponsor [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Membership interest, percentage | 100% | ||||||||||
Sponsor own shares | 2,343,750 | ||||||||||
Sponsor [Member] | Class B Common Stock [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Sponsor own shares | 2,343,750 | ||||||||||
SPAC [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Purchase price (in Dollars) | $ 400,000 | ||||||||||
OCLN [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Shares issued | 2,171,068 | ||||||||||
WODI [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Shares issued | 15,550,000 | ||||||||||
WODI Board [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Restricted shares percentage | 25% | ||||||||||
Common stock outstanding percentage | 1% | ||||||||||
Progressive Water Treatment Restricted Stock Grant Agreements [Member] | |||||||||||
Water on Demand Inc. (‘WODI’) [Line Items] | |||||||||||
Shares issued | 2,581,344 | ||||||||||
Issuance of shares | 3,069,100 |
Line of Credit (Details)
Line of Credit (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Line of Credit [Abstract] | |
Line of aggregate amount | $ 345,875 |
Interest rate, percentage | 26.07% |
Paid principal amount | $ 167,067 |
Leaving principal balance | $ 178,808 |
Assets Held for Sale - Contin_2
Assets Held for Sale - Continuing Operations (Details) - USD ($) | 12 Months Ended | ||||||
Jun. 21, 2023 | Apr. 08, 2023 | Mar. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 23, 2023 | |
Assets Held For Sale [Abstract] | |||||||
Aggregate shares (in Shares) | 630 | ||||||
Common stock valued , per share (in Dollars per share) | $ 0.05 | ||||||
Property plant And equipment | $ 580,000 | $ 114,000 | |||||
Private neighborhood development | 50,000 | ||||||
Impairment | $ 116,000 | 114,000 | $ 116,000 | ||||
Offer price | 400,000 | ||||||
Sale of the property | $ 400,000 | ||||||
Initial payment | 235,000 | ||||||
Remaining initial payment | 165,000 | ||||||
Installments | $ 11,000 | ||||||
Payment received | $ 164,935 | ||||||
Closing fees | 65,493 | ||||||
Receivable | $ 169,572 | ||||||
Additional payments total | $ 70,572 | ||||||
Receivable amount | $ 99,000 | $ 169,572 | |||||
Maximum [Member] | |||||||
Assets Held For Sale [Abstract] | |||||||
Asset for sale | 514,000 | 630,000 | |||||
Minimum [Member] | |||||||
Assets Held For Sale [Abstract] | |||||||
Asset for sale | $ 400,000 | $ 514,000 | |||||
Series T Preferred Stock [Member] | |||||||
Assets Held For Sale [Abstract] | |||||||
Aggregate shares (in Shares) | 630 | 630 | |||||
Warrants shares (in Shares) | 25,200,000 | ||||||
Fair value of the property | $ 630,000 | ||||||
Series T Preferred Stock [Member] | Property, Plant and Equipment [Member] | |||||||
Assets Held For Sale [Abstract] | |||||||
Long term asset | $ 630,000 |
Employee Retention Tax Credit (
Employee Retention Tax Credit (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Employee Retention Tax Credit [Abstract] | |
Other income | $ 127,448 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) m² | |
Commitments and Contingencies [Line Items] | |
Monthly rent | $ 8,500 |
Warrant reserve | 20,000 |
Attorneys fees | $ 143,675 |
Mckinney [Member] | |
Commitments and Contingencies [Line Items] | |
Area of land (in Square Meters) | m² | 12,000 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses [Abstract] | ||
Payroll liabilities | $ 106,979 | $ 49,083 |
Accrued interest on promissory notes | 1,667,534 | 1,542,303 |
Total accrued expenses | $ 1,774,513 | $ 1,591,386 |
Concentrations (Details)
Concentrations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Major Customers [Member] | ||
Concentrations [Line Items] | ||
Contract receivable | $ 1,087,851 | $ 1,781,930 |
Major Suppliers [Member] | ||
Concentrations [Line Items] | ||
Vendors, percentage | 20.50% | 38.11% |
Accounts payable | $ 66,955 | $ 1,054,022 |
Contract Receivable [Member] | Major Customers [Member] | Customer [Member] | ||
Concentrations [Line Items] | ||
Percentage of billings | 57.60% | 71.10% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||||||||||||||
Apr. 28, 2024 | Apr. 15, 2024 | Apr. 12, 2024 | Apr. 05, 2024 | Apr. 01, 2024 | Mar. 28, 2024 | Feb. 20, 2024 | Feb. 13, 2024 | Feb. 05, 2024 | Jan. 22, 2024 | Jan. 11, 2024 | Jan. 08, 2024 | Jan. 05, 2024 | Oct. 03, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate purchase price (in Dollars) | $ 377,500 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate shares of common stock | (409,518) | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate shares of common stock | ||||||||||||||||
Series Q Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate of shares | 1,220 | |||||||||||||||
Series R Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 2.7 | |||||||||||||||
Aggregate shares of common stock | 55,456,229 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate amount (in Dollars) | $ 765,000 | |||||||||||||||
Aggregate of shares | 21,206,487 | |||||||||||||||
Aggregate converted shares | 20 | |||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 91,711,783 | |||||||||||||||
Subsequent Event [Member] | Mr. Eckelberry [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 20,937,829 | |||||||||||||||
Subsequent Event [Member] | Series K Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 10 | |||||||||||||||
Subsequent Event [Member] | Series W Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 50 | 10 | ||||||||||||||
Aggregate shares of common stock | 11,655,012 | |||||||||||||||
Subsequent Event [Member] | Series F Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 10 | |||||||||||||||
Subsequent Event [Member] | Series Q Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 20 | 10 | ||||||||||||||
Aggregate shares of common stock | 4,576,458 | 4,576,458 | ||||||||||||||
Subsequent Event [Member] | Series Y Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate of shares | 3,020,000 | |||||||||||||||
Aggregate converted shares | 3.8 | |||||||||||||||
Subsequent Event [Member] | Series R Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 30,496,772 | 30,496,772 | ||||||||||||||
Subsequent Event [Member] | Series R Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 135 | 135 | ||||||||||||||
Subsequent Event [Member] | Series S Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 10 | |||||||||||||||
Aggregate shares of common stock | 2,272,728 | |||||||||||||||
Forecast [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate amount (in Dollars) | $ 765,000 | |||||||||||||||
Aggregate of shares | 62,854,617 | 21,206,487 | 62,854,617 | |||||||||||||
Aggregate shares of common stock | 172,730 | |||||||||||||||
Forecast [Member] | Series Y Preferred Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate of shares | 3,020,000 | |||||||||||||||
Aggregate converted shares | 3.8 | |||||||||||||||
Aggregate purchase price (in Dollars) | $ 377,500 | |||||||||||||||
Forecast [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||
Aggregate converted shares | 91,711,783 |