Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | OCEAN THERMAL ENERGY CORPORATION | |
Entity Central Index Key | 0000827099 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 184,370,469 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 033-19411-C | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 20-5081381 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 800 South Queen Street | |
Entity Address City Or Town | Lancaster | |
Entity Address State Or Province | PA | |
Entity Address Postal Zip Code | 17603 | |
City Area Code | 717 | |
Local Phone Number | 299-1344 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 7,314 | $ 957 |
Prepaid expenses | 5,000 | 5,000 |
Total Current Assets | 12,314 | 5,957 |
Total Assets | 12,314 | 5,957 |
Current Liabilities | ||
Accounts payable and accrued expense | 19,697,323 | 17,553,723 |
Notes payable - related party | 2,329,473 | 2,329,473 |
Convertible notes payable - related party, net | 110,468 | 117,446 |
Notes payable | 3,511,620 | 3,631,620 |
Convertible notes payable, net | 2,513,799 | 2,405,515 |
Advances payable - related party, net | 38,100 | 100 |
Derivative liability | 6,947,525 | 3,769,211 |
Total Current Liabilities | 35,148,308 | 29,807,088 |
Long-term Liabilities | ||
Convertible notes payable, net | 0 | 64,888 |
Convertible notes payable - related party, net | 3,332 | 3,571 |
Notes payable | 158,334 | 158,334 |
Total Liabilities | 35,309,974 | 30,033,881 |
Commitments and contingencies (See Note 7) | 0 | 0 |
Stockholders' Deficiency | ||
Common stock, $0.001 par value; 200,000,000 shares authorized,184,370,469 and 174,370,469 shares issued and outstanding, respectively | 184,371 | 174,371 |
Additional paid-in capital | 60,110,402 | 59,379,402 |
Accumulated deficit | (95,595,252) | (89,584,516) |
Total Stockholders' Deficiency | (35,297,660) | (30,027,924) |
Total Liabilities and Stockholders' Deficiency | 12,314 | 5,957 |
Preferred Stock, Series B | ||
Stockholders' Deficiency | ||
Preferred Stock, value | 519 | 519 |
Preferred Stock, Series C | ||
Stockholders' Deficiency | ||
Preferred Stock, value | 2,300 | 2,300 |
Preferred Stock, Series D | ||
Stockholders' Deficiency | ||
Preferred Stock, value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued | 184,370,469 | 174,370,469 |
Common Stock, Shares Outstanding | 184,370,469 | 174,370,469 |
Preferred Stock, Series B | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,250,000 | 1,250,000 |
Preferred Stock, Shares Issued | 518,750 | 518,750 |
Preferred Stock, Shares Outstanding | 518,750 | 518,750 |
Preferred Stock, Series C | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,700,000 | 2,700,000 |
Preferred Stock, Shares Issued | 2,300,000 | 2,300,000 |
Preferred Stock, Shares Outstanding | 2,300,000 | 2,300,000 |
Preferred Stock, Series D | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000 | 1,000 |
Preferred Stock, Shares Issued | 278 | 0 |
Preferred Stock, Shares Outstanding | 278 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Expenses | ||||
Salaries and compensation | $ 202,833 | $ 206,146 | $ 613,096 | $ 624,377 |
Professional fees | 148,990 | 100,895 | 423,418 | 664,508 |
General and administrative | 38,367 | 53,538 | 130,019 | 148,839 |
Total Operating Expenses | 390,190 | 360,579 | 1,166,533 | 1,437,724 |
Loss from Operations | (390,190) | (360,579) | (1,166,533) | (1,437,724) |
Other Income (Expenses) | ||||
Interest expense, net | (462,514) | (414,085) | (1,344,836) | (1,293,740) |
Amortization of debt discount | (52,513) | (106,949) | (176,829) | (253,425) |
Change in FV of derivative liability | (1,551,657) | 9,584 | (3,374,400) | 1,074,932 |
Gain on conversion of debt | 16,263 | 59,817 | 51,862 | 104,863 |
Total Other Income (Expense) | (2,050,421) | (451,633) | (4,844,203) | (367,370) |
Loss Before Income Taxes | (2,440,611) | (812,212) | (6,010,736) | (1,805,094) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (2,440,611) | $ (812,212) | $ (6,010,736) | $ (1,805,094) |
Net Loss per Common Share - Basic and diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.01) |
Weighted Average Number of Common Shares Outstanding - Basic and diluted | 180,566,121 | 167,087,860 | 177,136,037 | 154,833,765 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIENCY (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balance, amount | $ (32,932,049) | $ (28,620,170) | $ (30,027,924) | $ (28,413,169) |
Common Stock issued for conversions of notes payable, amount | 75,000 | 220,000 | 185,000 | 922,881 |
Common Stock issued for second commitment fee, amount | 83,000 | |||
Net Loss | (2,440,611) | (812,212) | (6,010,736) | (1,805,094) |
Series D Preferred Stock issued for cash, amount | 270,000 | |||
Series D Preferred Stock issued for conversion of notes and interest, amount | 286,000 | |||
Balance, amount | $ (35,297,660) | $ (29,212,382) | $ (35,297,660) | $ (29,212,382) |
Preferred Stock | ||||
Balance, shares | 2,819,028 | 2,818,750 | 2,818,750 | 2,818,750 |
Balance, amount | $ 2,819 | $ 2,819 | $ 2,819 | $ 2,819 |
Common Stock issued for conversions of notes payable, amount | 0 | 0 | 0 | 0 |
Common Stock issued for second commitment fee, amount | 0 | |||
Net Loss | $ 0 | $ 0 | $ 0 | $ 0 |
Series D Preferred Stock issued for cash, shares | 135 | |||
Series D Preferred Stock issued for cash, amount | $ 0 | |||
Series D Preferred Stock issued for conversion of notes and interest, shares | 143 | |||
Series D Preferred Stock issued for conversion of notes and interest, amount | $ 0 | |||
Balance, shares | 2,819,028 | 2,818,750 | 2,819,028 | 2,818,750 |
Balance, amount | $ 2,819 | $ 2,819 | $ 2,819 | $ 2,819 |
Common Stock | ||||
Balance, shares | 179,370,469 | 159,370,469 | 174,370,469 | 137,847,005 |
Balance, amount | $ 179,371 | $ 159,371 | $ 174,371 | $ 137,847 |
Common Stock issued for conversions of notes payable, shares | 5,000,000 | 10,000,000 | 10,000,000 | 29,829,587 |
Common Stock issued for conversions of notes payable, amount | $ 5,000 | $ 10,000 | $ 10,000 | $ 29,830 |
Common Stock issued for second commitment fee, shares | 1,693,877 | |||
Common Stock issued for second commitment fee, amount | $ 1,694 | |||
Net Loss | $ 0 | $ 0 | 0 | $ 0 |
Series D Preferred Stock issued for cash, amount | 0 | |||
Series D Preferred Stock issued for conversion of notes and interest, amount | $ 0 | |||
Balance, shares | 184,370,469 | 169,370,469 | 184,370,469 | 169,370,469 |
Balance, amount | $ 184,371 | $ 169,371 | $ 184,371 | $ 169,371 |
Additional Paid-In Capital | ||||
Balance, amount | 60,040,402 | 59,124,401 | 59,379,402 | 58,360,044 |
Common Stock issued for conversions of notes payable, amount | 70,000 | 210,000 | 175,000 | 893,051 |
Common Stock issued for second commitment fee, amount | 81,306 | |||
Net Loss | 0 | 0 | 0 | 0 |
Series D Preferred Stock issued for cash, amount | 270,000 | |||
Series D Preferred Stock issued for conversion of notes and interest, amount | 286,000 | |||
Balance, amount | 60,110,402 | 59,334,401 | 60,110,402 | 59,334,401 |
Accumulated Deficit | ||||
Balance, amount | (93,154,641) | (87,906,761) | (89,584,516) | (86,913,879) |
Common Stock issued for conversions of notes payable, amount | 0 | 0 | 0 | 0 |
Common Stock issued for second commitment fee, amount | 0 | |||
Net Loss | (2,440,611) | (812,212) | (6,010,736) | (1,805,094) |
Series D Preferred Stock issued for cash, amount | 0 | |||
Series D Preferred Stock issued for conversion of notes and interest, amount | 0 | |||
Balance, amount | $ (95,595,252) | $ (88,718,973) | $ (95,595,252) | $ (88,718,973) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (6,010,736) | $ (1,805,094) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | 3,374,400 | (1,074,932) |
Amortization of debt discount | 176,829 | 253,425 |
Gain on conversion of debt | (51,862) | (104,863) |
Stock issued for second commitment fee | 0 | 83,000 |
Changes in assets and liabilities: | ||
Accounts payable and accrued expenses | 2,209,726 | 2,228,232 |
Net Cash Used In Operating Activities | (301,643) | (420,232) |
Cash Flows From Financing Activities: | ||
Repayment of notes payable | 0 | (3,855) |
Proceeds from notes payable | 0 | 105,000 |
Proceeds from convertible notes payable | 0 | 425,000 |
Proceeds from convertible notes payable - related party | 0 | 5,000 |
Advances from related parties | 38,000 | 0 |
Proceeds from sale of preferred stock | 270,000 | 0 |
Net Cash Provided by Financing Activities | 308,000 | 531,145 |
Net increase (decrease) in cash | 6,357 | 110,913 |
Cash at beginning of period | 957 | 7,442 |
Cash at End of Period | 7,314 | 118,355 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest expense | 15,440 | 15,576 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Preferred stock issued for conversion of notes and accrued interest | 286,000 | 0 |
Common stock issued for conversion of notes payable | 185,000 | 922,881 |
Convertible notes payable and accrued interest converted into common stock | 45,650 | 399,625 |
Convertible notes payable and accrued interest converted into preferred stock | 100,945 | 0 |
Related party convertible notes payable and accrued interest converted into preferred stock | 12,043 | 0 |
Notes payable and accrued interest converted into preferred stock | 168,138 | 0 |
Debt discount on notes payable | 0 | 417,282 |
Derivative liability extinguished upon conversion of note payable | $ 196,086 | $ 628,119 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | |
Note 1: Nature Of Business And Business Presentation | NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION We are currently in the businesses of: · OTEC and SWAC/LSC · EcoVillages Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated balance sheet at December 31, 2021 has been derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC. In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made to the condensed consolidated financial statements. The unaudited condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X Rule 10-01. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or any future periods. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Note 2: Summary Of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The financial statements include the accounts of the company and its wholly-owned subsidiaries Ocean Thermal Energy Bahamas Ltd., OTE BM Ltd. and OCEES International Inc. Intercompany balances and transactions have been eliminated in consolidation. Agreement to Sell Subsidiary On August 25, 2022, we entered into a Stock Purchase Agreement to sell OCEES International, Inc., our wholly owned subsidiary (“OCEES”), to Epaphus Global Energy, LLC (“Epaphus”). Epaphus is controlled by Jeremy Feakins, our Chief Executive Officer and a director. The transaction was approved unanimously by our directors who do not have an interest in the transaction. In exchange for the sale of OCEES, we will receive: • $1,000,000 in the form of canceled amounts owed by us to certain individuals, including Mr. Feakins, who have assigned their right to receive those payments to Epaphus; • $75,000 in cash per month for 12 months following the date of the purchase agreement; and • 70% of the net profit of any currently contemplated project to build an ocean thermal energy conversion power plantx entered into by OCEES. Under the terms of the purchase agreement, Epaphus has the unilateral right to return OCEES to us and receive a full refund of all portions of the purchase price paid as of the return of OCEES at any time for year following the date of the purchase agreement. The purchase agreement had not closed as of September 30, 2022, or through the date of filing of this form 10-Q. The transaction has not been reflected in these financial statements. Use of Estimates In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of equity-based transactions, valuation of derivative liabilities, and valuation of deferred tax assets. Cash and Cash Equivalents We consider all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at September 30, 2022 and December 31, 2021. Business Segments We operate in one segment and, therefore, segment information is not presented. Fair Value Financial Accounting Standards Board Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures · Level 1-Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the reporting date. · Level 2-Pricing inputs are quoted for similar assets or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes assets or liabilities valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. · Level 3-Pricing inputs are unobservable for the assets or liabilities; that is, the inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable, and other liabilities, reflected in the accompanying balance sheets, approximate fair value at September 30, 2022 and December 31, 2021, due to the relatively short-term nature of these instruments. We accounted for derivative liability at fair value on a recurring basis under Level 3 at September 30, 2022 and December 31, 2021 (see Note 5). Concentrations Cash, cash equivalents, and restricted cash are deposited with major financial institutions, and at times, such balances with any one financial institution may be in excess of FDIC-insured limits. As of September 30, 2022 and December 31, 2021, no balances exceeded FDIC-insured limits. Loss per Share Basic loss per share is calculated by dividing our net loss available to common shareholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing our net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2022 and 2021, as they would be anti-dilutive: Nine Months Ended September 30, 2022 2021 Shares underlying warrants outstanding 125,073 125,073 Shares underlying convertible notes outstanding 648,510,042 402,101,029 Shares underlying convertible preferred stock outstanding 16,687,500 16,687,500 665,322,615 418,913,602 Reclassifications Certain prior-year amounts have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements We have reviewed all recently issued, but not yet adopted, accounting standards to determine their effects, if any, on our consolidated results of operations, financial position, and cash flows. Based on that review, we believe that none of these pronouncements will have a significant effect on current or future earnings or operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
GOING CONCERN | |
Note 3: Going Concern | NOTE 3 - GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared on the assumption that we will continue as a going concern. As reflected in the accompanying unaudited condensed consolidated financial statements, we had a net loss of $6,010,736 and used $301,643 of cash in operating activities for the nine months ended September 30, 2022. We had a working capital deficiency of $35,135,994 and a stockholders’ deficiency of $35,297,660 as of September 30, 2022. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to increase sales and obtain external funding for our projects under development. We continue to apply for grant funding from the US Department of Energy. Our applications focus on desalinated water, ammonia, and hydrogen production from an OTEC facility. On March 11, 2022, President Biden signed a bill that provides $162 million for the Water Power Technologies Office budget. About $112 million of that money is slated for marine energy. We plan to apply for funding to support projects where our technology would apply. The financial statements do not include any adjustments that may result from the outcome of this uncertainty. |
CONVERTIBLE NOTES AND NOTES PAY
CONVERTIBLE NOTES AND NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
CONVERTIBLE NOTES AND NOTES PAYABLE | |
Note 4: Convertible Notes And Notes Payable | NOTE 4 - CONVERTIBLE NOTES AND NOTES PAYABLE During the nine months ended September 30, 2022, $215,000 of notes and $66,126 of related accrued interest were converted into 143 shares of Series D Preferred Stock. During the nine months ended September 30, 2022, $45,650 of notes were converted into 10,000,000 shares of common stock. During the nine months ended September 30, 2021, $399,625 of notes were converted into 29,829,587 shares of common stock. The following convertible notes and notes payable were outstanding at September 30, 2022: Date of Maturity Interest In Original Principal at September 30, Discount at September 30, Carrying Amount at September 30, Related Party Non Related Party Issuance Date Rate Default Principal 2022 2022 2022 Current Long-Term Current Long-Term 12/01/07 09/01/15 7.00 % Yes 125,000 85,821 - 85,821 - - 85,821 - 09/25/09 10/25/11 5.00 % Yes 50,000 50,000 - 50,000 - - 50,000 - 12/23/09 12/23/14 7.00 % Yes 100,000 94,414 - 94,414 - - 94,414 - 12/23/09 12/23/14 7.00 % Yes 25,000 23,620 - 23,620 - - 23,620 - 12/23/09 12/23/14 7.00 % Yes 25,000 23,610 - 23,610 - - 23,610 - 02/03/12 12/31/19 10.00 % Yes 1,000,000 1,000,000 - 1,000,000 - - 1,000,000 - 08/15/13 10/31/23 10.00 % No 158,334 158,334 - 158,334 - - - 158,334 12/31/13 12/31/15 8.00 % Yes 290,000 130,000 - 130,000 - - 130,000 - 04/01/14 12/31/18 10.00 % Yes 2,265,000 1,102,500 - 1,102,500 1,102,500 - - - 12/22/14 03/31/15 22.00 %* Yes 200,000 200,000 - 200,000 - - 200,000 - 12/26/14 12/26/15 22.00 %* Yes 100,000 100,000 - 100,000 - - 100,000 - 03/12/15 (1) 6.00 % No 394,380 394,380 - 394,380 394,380 - - - 04/07/15 04/07/18 10.00 % Yes 50,000 50,000 - 50,000 - - 50,000 - 11/23/15 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 02/25/16 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 05/20/16 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 10/20/16 (1) 6.00 % No 37,500 12,500 - 12,500 12,500 - - - 10/20/16 (1) 6.00 % No 12,500 12,500 - 12,500 12,500 - - - 12/21/16 (1) 6.00 % No 25,000 25,000 - 25,000 25,000 - - - 03/09/17 (1) 10.00 % No 200,000 177,000 - 177,000 177,000 - - - 07/13/17 07/13/19 6.00 % Yes 25,000 25,000 - 25,000 - - 25,000 - 07/18/17 07/18/19 6.00 % Yes 25,000 25,000 - 25,000 - - 25,000 - 07/26/17 07/26/19 6.00 % Yes 15,000 15,000 - 15,000 - - 15,000 - 12/20/17 (2) 10.00 % Yes 979,156 859,156 - 859,156 - - 859,156 - 11/06/17 12/31/18 10.00 % Yes 646,568 543,093 - 543,093 543,093 - - - 02/19/18 (3) 18.00 %* Yes 629,451 1,161,136 - 1,161,136 - - 1,161,136 - 09/19/18 09/28/21 6.00 % Yes 10,000 10,000 - 10,000 - - 10,000 - 12/14/18 12/22/18 24.00 %* Yes 474,759 578,075 - 578,075 - - 578,075 - 01/02/19 (4) 17.00 % No 310,000 310,000 - 310,000 - - 310,000 - 08/14/19 10/31/2021 8.00 % Yes 26,200 26,200 - 26,200 - - 26,200 - (5) 10/31/2021 8.00 % Yes 105,000 75,000 - 75,000 5,000 - 70,000 - (6) 01/02/22 8.00 % Yes 296,750 231,750 - 231,750 15,000 - 216,750 - (8) 05/12/22 8.00 % Yes 15,000 15,000 - 15,000 - - 15,000 - (9) 09/01/22 8.00 % Yes 170,000 170,000 - 170,000 - - 170,000 - (10) 08/30/23 8.00 % No 285,000 285,000 120,395 164,605 2,968 - 161,637 - (11) 11/30/23 8.00 % No 5,000 5,000 1,668 3,332 - 3,332 - - (7) (7) 10.00 % No 625,000 625,000 - 625,000 - - 625,000 - $ 9,850,598 $ 8,749,089 $ 122,063 $ 8,627,026 $ 2,439,941 $ 3,332 $ 6,025,419 $ 158,334 (1) Maturity date is 90 days after demand. (2) Bridge loans were issued at dates between December 2017 and May 2018. Principal is due on the earlier of 18 months from the anniversary date or the completion of L2 financing with gross proceeds of a minimum of $1.5 million. (3) L2 - Note was drawn down in five tranches between 02/16/18 and 05/02/18. (4) Loans were issued from 01/02/19 to 03/23/19. Principal and interest are due when funds are received from the litigation between Ocean Thermal Energy Corporation vs., Robert Coe et al. (5) Notes were issued between 10/14/19 and 11/05/19. The notes bear an interest rate of 8% and mature 10/31/21. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (6) Notes were issued between 12/09/19 and 11/25/20. The notes bear an interest rate of 8% and mature 01/02/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (7) Notes were issued between 11/02/2020 and 03/18/21. The notes bear an interest rate of 10%. Repayment will be made as follows: (i) the principal and interest within five business days following our receipt of $25.5 million from the Robert Coe, et al Robert Coe, et al (8) Notes were issued between 05/14/20 and 08/11/20. The notes bear an interest rate of 8% and mature 05/12/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (9) Notes were issued in November 2020 and during the first two quarters of 2021. The notes bear an interest rate of 8% and mature 09/01/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (10) Notes were issued during the third quarter of 2021. The notes bear an interest rate of 8% and mature 08/30/23. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (11) Note was issued during November of 2021. The note bears an interest rate of 8% and matures 11/30/23. It can be converted into 250,000 shares of common stock. It can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. * Default interest rate. The following convertible notes and notes payable were outstanding at December 31, 2021: Date of Maturity Interest In Original Principal at December 31, Discount at December 31, Carrying Amount at December 31 Related Party Non Related Party Issuance Date Rate Default Principal 2021 2021 2021 Current Long-Term Current Long-Term 12/01/07 09/01/15 7.00 % Yes 125,000 85,821 - 85,821 - - 85,821 - 09/25/09 10/25/11 5.00 % Yes 50,000 50,000 - 50,000 - - 50,000 - 12/23/09 12/23/14 7.00 % Yes 100,000 94,414 - 94,414 - - 94,414 - 12/23/09 12/23/14 7.00 % Yes 25,000 23,620 - 23,620 - - 23,620 - 12/23/09 12/23/14 7.00 % Yes 25,000 23,610 - 23,610 - - 23,610 - 02/03/12 12/31/19 10.00 % Yes 1,000,000 1,000,000 - 1,000,000 - - 1,000,000 - 08/15/13 10/31/23 10.00 % No 158,334 158,334 - 158,334 - - - 158,334 12/31/13 12/31/15 8.00 % Yes 290,000 130,000 - 130,000 - - 130,000 - 04/01/14 12/31/18 10.00 % Yes 2,265,000 1,102,500 - 1,102,500 1,102,500 - - - 12/22/14 03/31/15 22.00 %* Yes 200,000 200,000 - 200,000 - - 200,000 - 12/26/14 12/26/15 22.00 %* Yes 100,000 100,000 - 100,000 - - 100,000 - 03/12/15 (1) 6.00 % No 394,380 394,380 - 394,380 394,380 - - - 04/07/15 04/07/18 10.00 % Yes 50,000 50,000 - 50,000 - - 50,000 - 11/23/15 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 02/25/16 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 05/20/16 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 10/20/16 (1) 6.00 % No 37,500 12,500 - 12,500 12,500 - - - 10/20/16 (1) 6.00 % No 12,500 12,500 - 12,500 12,500 - - - 12/21/16 (1) 6.00 % No 25,000 25,000 - 25,000 25,000 - - - 03/09/17 (1) 10.00 % No 200,000 177,000 - 177,000 177,000 - - - 07/13/17 07/13/19 6.00 % Yes 25,000 25,000 - 25,000 - - 25,000 - 07/18/17 07/18/19 6.00 % Yes 25,000 25,000 - 25,000 - - 25,000 - 07/26/17 07/26/19 6.00 % Yes 15,000 15,000 - 15,000 - - 15,000 - 12/20/17 (2) 10.00 % Yes 979,156 979,156 - 979,156 - - 979,156 - 11/06/17 12/31/18 10.00 % Yes 646,568 543,093 - 543,093 543,093 - - - 02/19/18 (3) 18.00 % * Yes 629,451 1,161,136 - 1,161,136 - - 1,161,136 - 09/19/18 09/28/21 6.00 % Yes 10,000 10,000 - 10,000 - - 10,000 - 12/14/18 12/22/18 24.00 %* Yes 474,759 623,725 - 623,725 - - 623,725 - 01/02/19 (4) 17.00 % No 310,000 310,000 - 310,000 - - 310,000 - 08/14/19 10/31/2021 8.00 % Yes 26,200 26,200 - 26,200 - - 26,200 - (5) 10/31/2021 8.00 % Yes 105,000 105,000 - 105,000 10,000 - 95,000 - (6) 01/02/22 8.00 % No 306,750 306,750 885 305,865 19,946 - 285,919 - (8) 05/12/22 8.00 % No 15,000 15,000 2,924 12,076 - - 12,076 - (9) 09/01/22 8.00 % No 160,000 160,000 73,542 86,458 - - 86,458 - (10) 08/30/23 8.00 % No 285,000 285,000 218,805 66,195 - 1,307 - 64,888 (11) 11/30/23 8.00 % No 5,000 5,000 2,736 2,264 - 2,264 - - (7) (7) 10.00 % No 625,000 625,000 - 625,000 - - 625,000 - $ 9,850,598 $ 9,009,739 $ 298,892 $ 8,710,847 $ 2,446,919 $ 3,571 $ 6,037,135 $ 223,222 (1) Maturity date is 90 days after demand. (2) Bridge loans were issued at dates between December 2017 and May 2018. Principal is due on the earlier of 18 months from the anniversary date or the completion of L2 financing with gross proceeds of a minimum of $1.5 million. (3) L2 - Note was drawn down in five tranches between 02/16/18 and 05/02/18. (4) Loans were issued from 01/02/19 to 03/23/19. Principal and interest are due when funds are received from the litigation between Ocean Thermal Energy Corporation vs. Robert Coe, et al (5) Notes were issued between 10/14/19 and 11/05/19. The notes bear an interest rate of 8% and mature 10/31/21. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (6) Notes were issued between 12/09/19 and 11/25/20. The notes bear an interest rate of 8% and mature 01/02/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (7) Notes were issued between 11/02/20 and 03/18/21. The notes bear an interest rate of 10%. Repayment will be made as follows: (i) the principal and interest within five business days following our receipt of $25.5 million from the Robert Coe, et al Robert Coe, et al (8) Notes were issued between 05/14/20 and 08/11/20. The notes bear an interest rate of 8% and mature 05/12/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (9) Notes were issued in November 2020 and during the first two quarters of 2021. The notes bear an interest rate of 8% and mature 09/01/22. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (10) Notes were issued during the third quarter of 2021. The notes bear an interest rate of 8% and mature 08/30/23. They can be converted into 250,000 shares of common stock. They can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. (11) Note was issued during November of 2021. The note bears an interest rate of 8% and matures 11/30/23. It can be converted into 250,000 shares of common stock. It can be converted when the stock closing price reaches $1 or on the maturity, whichever occurs first. * Default interest rate. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended |
Sep. 30, 2022 | |
DERIVATIVE LIABILITY | |
Note 5: Derivative Liability | NOTE 5 - DERIVATIVE LIABILITY We measure the fair value of our assets and liabilities under the guidance of ASC 820, Fair Value Measurements and Disclosures We identified conversion features embedded within convertible debt issued. We have determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability. We have elected to account for these instruments together with fixed conversion price instruments as derivative liabilities as we cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. We value the derivative liabilities using the Black-Scholes option valuation model. The derivative liabilities are valued at each reporting date and the change in fair value is reflected as change in fair value of derivative liability. Following is a description of the valuation methodologies used to determine the fair value of our financial liabilities, including the general classification of such instruments pursuant to the valuation hierarchy: Fair Value Quoted market prices for identical assets/liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative Liability, September 30, 2022 (Unaudited) $ 6,947,525 $ - $ - $ 6,947,525 Derivative Liability, December 31, 2021 $ 3,769,211 $ - $ - $ 3,769,211 The reconciliation of the derivative liability for the nine months ended September 30, 2022 and 2021 is as follows: For the Nine Months Ended September 30, 2022 2021 Derivative liability, beginning of period $ 3,769,211 $ 5,321,395 Addition to derivative instruments - 515,143 Derivative liability extinguished upon conversion of notes payable (196,086 ) (628,119 ) Change in fair value of derivative liability 3,374,400 (1,172,793 ) Derivative liability, end of period $ 6,947,525 $ 4,035,626 The change in fair value of the derivative liability for the nine months ended September 30, 2022 and 2021 is comprised of the following: For the Nine Months Ended September 30, 2022 2021 Day one loss on valuation $ - $ 97,861 Loss (gain) from the change in fair value of derivative liability 3,374,400 (1,172,793 ) Change in fair value of derivative liability* $ 3,374,400 $ (1,074,932 ) ______________ * Gains related to the revaluation of Level 3 financial liabilities is included in “Change in fair value of derivative liability” in the accompanying unaudited condensed consolidated statement of operations. The fair value of the derivative liability was estimated using the Black-Scholes option-valuation model. The fair values at the commitment and remeasurement dates for our derivative liabilities were based upon the following management assumptions: For the Nine Months Ended September 30, 2022 2021 Expected dividends 0 % 0 % Expected volatility 184%-368 % 153%-469 % Risk free interest rate 0.52%-4.05 % 0.01%-0.29 % Expected term (in years) 0.25- 1.42 years 0.25- 3.56 years The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Deficiency | |
Note 6: Stockholders' Equity | NOTE 6 - STOCKHOLDERS’ EQUITY Common Stock For the nine months ended September 30, 2022, we issued 10,000,000 shares of common stock with a fair value of $185,000 for the conversion of a portion of our notes payable in the amount of $45,650. For the nine months ended September 30, 2021, we issued 29,829,587 shares of common stock with a fair value of $922,881 for the conversion of a portion of our notes payable in the amount of $399,625. On March 31, 2021, we issued 1,693,877 shares of common stock with a fair value of $83,000. This was a settlement of a second commitment for a convertible promissory note dated May 22, 2018. Preferred Stock During the nine months ended September 30, 2022, we issued 135 shares of Series D Preferred Stock for cash proceeds of $270,000. During the nine months ended September 30, 2022, we issued 143 shares of Series D Preferred Stock valued at $286,000 upon conversion of $215,000 of notes and $66,126 of related accrued interest. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Note 7: Commitments And Contingencies | NOTE 7 - COMMITMENTS AND CONTINGENCIES Litigation On May 4, 2018, we reached a settlement of the claims at issue in Ocean Thermal Energy Corp. v. Robert Coe, et al., On May 21, 2019, Theodore T. Herman filed a complaint against us in Theodore T. Herman v. Ocean Thermal Energy Corporation On August 22, 2018, Fugro USA Maine, Inc. (“Fugro”), filed suit against us in Fugro USA Marine, Inc. v. Ocean Thermal Energy Corp. Employment Contract Effective June 9, 2022, we entered into a second addendum to the employment contract with its chief executive officer. Among other provisions, the addendum extends the employment agreement through December 31, 2025 and increases the annual salary to $454,738 from $388,220. Office lease We occupy or premises pursuant to a lease with a company controlled by our chief executive officer. Monthly lease payments are $10,000. The lease is for a one-year term and, unless either party shall give to the other written notice of termination, the term shall renew for a further period of one year, and so on from year to year until terminated by either party. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
Note 8: Related-party Transactions | NOTE 8 - RELATED-PARTY TRANSACTIONS For each of the three months ended September 30, 2022 and 2021, we paid rent of $30,000 to a company controlled by our chief executive officer under a lease agreement. For each of the nine months ended September 30, 2022 and 2021, we paid rent of $90,000 to this company. The lease is for a one-year term and, unless either party shall give to the other written notice of termination, the term shall renew for a further period of one year, and so on from year to year until terminated by either party. For the three and nine months ended September 30, 2022 and 2021, we paid a company controlled by our chief executive officer reimbursement for accounting and administrative services provided to us by an employee of that company. For the three months ended September 30, 2022 and 2021, we paid $28,270 and $29,793, respectively, to this company. For the nine months ended September 30, 2022 and 2021, we paid $89,613 and $71,795, respectively, to this company. From time to time, we enter into loans and notes payable with related parties. Refer to Note 4 for details on notes payable and convertible notes payable to related parties. Accrued interest on related-party notes was $1,600,461 and $1,435,120 at September 30, 2022 and December 31, 2021, respectively. During the nine months ended September 30, 2022, our chief executive officer converted $10,000 of notes and $2,043 of accrued interest into six shares of Series D Preferred Stock. He also purchased five shares of Series D Preferred Stock for cash proceeds of $10,000. During the nine months ended September 30, 2022, entities controlled by our chief executive officer advanced $38,000 to us for working capital purposes. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS During October 2022, two noteholders converted an aggregate of $10,000 of notes and $1,298 of accrued interest into an aggregate of 564,878 shares of common stock. The common shares used for the conversions were transferred to the noteholders from the holdings of our chief executive officer, as an accommodation to the Company. The shares transferred will be reissued to our chief executive officer in the future. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles Of Consolidation | The financial statements include the accounts of the company and its wholly-owned subsidiaries Ocean Thermal Energy Bahamas Ltd., OTE BM Ltd. and OCEES International Inc. Intercompany balances and transactions have been eliminated in consolidation. Agreement to Sell Subsidiary On August 25, 2022, we entered into a Stock Purchase Agreement to sell OCEES International, Inc., our wholly owned subsidiary (“OCEES”), to Epaphus Global Energy, LLC (“Epaphus”). Epaphus is controlled by Jeremy Feakins, our Chief Executive Officer and a director. The transaction was approved unanimously by our directors who do not have an interest in the transaction. In exchange for the sale of OCEES, we will receive: • $1,000,000 in the form of canceled amounts owed by us to certain individuals, including Mr. Feakins, who have assigned their right to receive those payments to Epaphus; • $75,000 in cash per month for 12 months following the date of the purchase agreement; and • 70% of the net profit of any currently contemplated project to build an ocean thermal energy conversion power plantx entered into by OCEES. Under the terms of the purchase agreement, Epaphus has the unilateral right to return OCEES to us and receive a full refund of all portions of the purchase price paid as of the return of OCEES at any time for year following the date of the purchase agreement. The purchase agreement had not closed as of September 30, 2022, or through the date of filing of this form 10-Q. The transaction has not been reflected in these financial statements. |
Use Of Estimates | In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the assumptions used in the valuation of equity-based transactions, valuation of derivative liabilities, and valuation of deferred tax assets. |
Cash And Cash Equivalents | We consider all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at September 30, 2022 and December 31, 2021. |
Business Segments | We operate in one segment and, therefore, segment information is not presented. |
Fair Value | Financial Accounting Standards Board Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures · Level 1-Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the reporting date. · Level 2-Pricing inputs are quoted for similar assets or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes assets or liabilities valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. · Level 3-Pricing inputs are unobservable for the assets or liabilities; that is, the inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable, and other liabilities, reflected in the accompanying balance sheets, approximate fair value at September 30, 2022 and December 31, 2021, due to the relatively short-term nature of these instruments. We accounted for derivative liability at fair value on a recurring basis under Level 3 at September 30, 2022 and December 31, 2021 (see Note 5). |
Concentrations | Cash, cash equivalents, and restricted cash are deposited with major financial institutions, and at times, such balances with any one financial institution may be in excess of FDIC-insured limits. As of September 30, 2022 and December 31, 2021, no balances exceeded FDIC-insured limits. |
Loss Per Share | Basic loss per share is calculated by dividing our net loss available to common shareholders by the weighted average number of common shares during the period. Diluted loss per share is calculated by dividing our net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of September 30, 2022 and 2021, as they would be anti-dilutive: Nine Months Ended September 30, 2022 2021 Shares underlying warrants outstanding 125,073 125,073 Shares underlying convertible notes outstanding 648,510,042 402,101,029 Shares underlying convertible preferred stock outstanding 16,687,500 16,687,500 665,322,615 418,913,602 |
Reclassifications | Certain prior-year amounts have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | We have reviewed all recently issued, but not yet adopted, accounting standards to determine their effects, if any, on our consolidated results of operations, financial position, and cash flows. Based on that review, we believe that none of these pronouncements will have a significant effect on current or future earnings or operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary Of Potentially Dilutive Securities | Nine Months Ended September 30, 2022 2021 Shares underlying warrants outstanding 125,073 125,073 Shares underlying convertible notes outstanding 648,510,042 402,101,029 Shares underlying convertible preferred stock outstanding 16,687,500 16,687,500 665,322,615 418,913,602 |
CONVERTIBLE NOTES AND NOTES P_2
CONVERTIBLE NOTES AND NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
CONVERTIBLE NOTES AND NOTES PAYABLE | |
Convertible Notes And Notes Payable | Date of Maturity Interest In Original Principal at September 30, Discount at September 30, Carrying Amount at September 30, Related Party Non Related Party Issuance Date Rate Default Principal 2022 2022 2022 Current Long-Term Current Long-Term 12/01/07 09/01/15 7.00 % Yes 125,000 85,821 - 85,821 - - 85,821 - 09/25/09 10/25/11 5.00 % Yes 50,000 50,000 - 50,000 - - 50,000 - 12/23/09 12/23/14 7.00 % Yes 100,000 94,414 - 94,414 - - 94,414 - 12/23/09 12/23/14 7.00 % Yes 25,000 23,620 - 23,620 - - 23,620 - 12/23/09 12/23/14 7.00 % Yes 25,000 23,610 - 23,610 - - 23,610 - 02/03/12 12/31/19 10.00 % Yes 1,000,000 1,000,000 - 1,000,000 - - 1,000,000 - 08/15/13 10/31/23 10.00 % No 158,334 158,334 - 158,334 - - - 158,334 12/31/13 12/31/15 8.00 % Yes 290,000 130,000 - 130,000 - - 130,000 - 04/01/14 12/31/18 10.00 % Yes 2,265,000 1,102,500 - 1,102,500 1,102,500 - - - 12/22/14 03/31/15 22.00 %* Yes 200,000 200,000 - 200,000 - - 200,000 - 12/26/14 12/26/15 22.00 %* Yes 100,000 100,000 - 100,000 - - 100,000 - 03/12/15 (1) 6.00 % No 394,380 394,380 - 394,380 394,380 - - - 04/07/15 04/07/18 10.00 % Yes 50,000 50,000 - 50,000 - - 50,000 - 11/23/15 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 02/25/16 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 05/20/16 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 10/20/16 (1) 6.00 % No 37,500 12,500 - 12,500 12,500 - - - 10/20/16 (1) 6.00 % No 12,500 12,500 - 12,500 12,500 - - - 12/21/16 (1) 6.00 % No 25,000 25,000 - 25,000 25,000 - - - 03/09/17 (1) 10.00 % No 200,000 177,000 - 177,000 177,000 - - - 07/13/17 07/13/19 6.00 % Yes 25,000 25,000 - 25,000 - - 25,000 - 07/18/17 07/18/19 6.00 % Yes 25,000 25,000 - 25,000 - - 25,000 - 07/26/17 07/26/19 6.00 % Yes 15,000 15,000 - 15,000 - - 15,000 - 12/20/17 (2) 10.00 % Yes 979,156 859,156 - 859,156 - - 859,156 - 11/06/17 12/31/18 10.00 % Yes 646,568 543,093 - 543,093 543,093 - - - 02/19/18 (3) 18.00 %* Yes 629,451 1,161,136 - 1,161,136 - - 1,161,136 - 09/19/18 09/28/21 6.00 % Yes 10,000 10,000 - 10,000 - - 10,000 - 12/14/18 12/22/18 24.00 %* Yes 474,759 578,075 - 578,075 - - 578,075 - 01/02/19 (4) 17.00 % No 310,000 310,000 - 310,000 - - 310,000 - 08/14/19 10/31/2021 8.00 % Yes 26,200 26,200 - 26,200 - - 26,200 - (5) 10/31/2021 8.00 % Yes 105,000 75,000 - 75,000 5,000 - 70,000 - (6) 01/02/22 8.00 % Yes 296,750 231,750 - 231,750 15,000 - 216,750 - (8) 05/12/22 8.00 % Yes 15,000 15,000 - 15,000 - - 15,000 - (9) 09/01/22 8.00 % Yes 170,000 170,000 - 170,000 - - 170,000 - (10) 08/30/23 8.00 % No 285,000 285,000 120,395 164,605 2,968 - 161,637 - (11) 11/30/23 8.00 % No 5,000 5,000 1,668 3,332 - 3,332 - - (7) (7) 10.00 % No 625,000 625,000 - 625,000 - - 625,000 - $ 9,850,598 $ 8,749,089 $ 122,063 $ 8,627,026 $ 2,439,941 $ 3,332 $ 6,025,419 $ 158,334 Date of Maturity Interest In Original Principal at December 31, Discount at December 31, Carrying Amount at December 31 Related Party Non Related Party Issuance Date Rate Default Principal 2021 2021 2021 Current Long-Term Current Long-Term 12/01/07 09/01/15 7.00 % Yes 125,000 85,821 - 85,821 - - 85,821 - 09/25/09 10/25/11 5.00 % Yes 50,000 50,000 - 50,000 - - 50,000 - 12/23/09 12/23/14 7.00 % Yes 100,000 94,414 - 94,414 - - 94,414 - 12/23/09 12/23/14 7.00 % Yes 25,000 23,620 - 23,620 - - 23,620 - 12/23/09 12/23/14 7.00 % Yes 25,000 23,610 - 23,610 - - 23,610 - 02/03/12 12/31/19 10.00 % Yes 1,000,000 1,000,000 - 1,000,000 - - 1,000,000 - 08/15/13 10/31/23 10.00 % No 158,334 158,334 - 158,334 - - - 158,334 12/31/13 12/31/15 8.00 % Yes 290,000 130,000 - 130,000 - - 130,000 - 04/01/14 12/31/18 10.00 % Yes 2,265,000 1,102,500 - 1,102,500 1,102,500 - - - 12/22/14 03/31/15 22.00 %* Yes 200,000 200,000 - 200,000 - - 200,000 - 12/26/14 12/26/15 22.00 %* Yes 100,000 100,000 - 100,000 - - 100,000 - 03/12/15 (1) 6.00 % No 394,380 394,380 - 394,380 394,380 - - - 04/07/15 04/07/18 10.00 % Yes 50,000 50,000 - 50,000 - - 50,000 - 11/23/15 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 02/25/16 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 05/20/16 (1) 6.00 % No 50,000 50,000 - 50,000 50,000 - - - 10/20/16 (1) 6.00 % No 37,500 12,500 - 12,500 12,500 - - - 10/20/16 (1) 6.00 % No 12,500 12,500 - 12,500 12,500 - - - 12/21/16 (1) 6.00 % No 25,000 25,000 - 25,000 25,000 - - - 03/09/17 (1) 10.00 % No 200,000 177,000 - 177,000 177,000 - - - 07/13/17 07/13/19 6.00 % Yes 25,000 25,000 - 25,000 - - 25,000 - 07/18/17 07/18/19 6.00 % Yes 25,000 25,000 - 25,000 - - 25,000 - 07/26/17 07/26/19 6.00 % Yes 15,000 15,000 - 15,000 - - 15,000 - 12/20/17 (2) 10.00 % Yes 979,156 979,156 - 979,156 - - 979,156 - 11/06/17 12/31/18 10.00 % Yes 646,568 543,093 - 543,093 543,093 - - - 02/19/18 (3) 18.00 % * Yes 629,451 1,161,136 - 1,161,136 - - 1,161,136 - 09/19/18 09/28/21 6.00 % Yes 10,000 10,000 - 10,000 - - 10,000 - 12/14/18 12/22/18 24.00 %* Yes 474,759 623,725 - 623,725 - - 623,725 - 01/02/19 (4) 17.00 % No 310,000 310,000 - 310,000 - - 310,000 - 08/14/19 10/31/2021 8.00 % Yes 26,200 26,200 - 26,200 - - 26,200 - (5) 10/31/2021 8.00 % Yes 105,000 105,000 - 105,000 10,000 - 95,000 - (6) 01/02/22 8.00 % No 306,750 306,750 885 305,865 19,946 - 285,919 - (8) 05/12/22 8.00 % No 15,000 15,000 2,924 12,076 - - 12,076 - (9) 09/01/22 8.00 % No 160,000 160,000 73,542 86,458 - - 86,458 - (10) 08/30/23 8.00 % No 285,000 285,000 218,805 66,195 - 1,307 - 64,888 (11) 11/30/23 8.00 % No 5,000 5,000 2,736 2,264 - 2,264 - - (7) (7) 10.00 % No 625,000 625,000 - 625,000 - - 625,000 - $ 9,850,598 $ 9,009,739 $ 298,892 $ 8,710,847 $ 2,446,919 $ 3,571 $ 6,037,135 $ 223,222 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
DERIVATIVE LIABILITY | |
Schedule Offair Value Hierarchy | Fair Value Quoted market prices for identical assets/liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative Liability, September 30, 2022 (Unaudited) $ 6,947,525 $ - $ - $ 6,947,525 Derivative Liability, December 31, 2021 $ 3,769,211 $ - $ - $ 3,769,211 |
Schedule Of Changes In Fair Value Financial Liabilities | For the Nine Months Ended September 30, 2022 2021 Derivative liability, beginning of period $ 3,769,211 $ 5,321,395 Addition to derivative instruments - 515,143 Derivative liability extinguished upon conversion of notes payable (196,086 ) (628,119 ) Change in fair value of derivative liability 3,374,400 (1,172,793 ) Derivative liability, end of period $ 6,947,525 $ 4,035,626 For the Nine Months Ended September 30, 2022 2021 Day one loss on valuation $ - $ 97,861 Loss (gain) from the change in fair value of derivative liability 3,374,400 (1,172,793 ) Change in fair value of derivative liability* $ 3,374,400 $ (1,074,932 ) |
Schedule Of Assumptions | For the Nine Months Ended September 30, 2022 2021 Expected dividends 0 % 0 % Expected volatility 184%-368 % 153%-469 % Risk free interest rate 0.52%-4.05 % 0.01%-0.29 % Expected term (in years) 0.25- 1.42 years 0.25- 3.56 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Shares Underlying Convertible Preferred Stock Outstanding | 665,322,615 | 418,913,602 |
Convertible Notes Payable [Member] | ||
Shares Underlying Convertible Preferred Stock Outstanding | 648,510,042 | 402,101,029 |
Warrant [Member] | ||
Shares Underlying Convertible Preferred Stock Outstanding | 125,073 | 125,073 |
Convertible Preferred Stock [Member] | ||
Shares Underlying Convertible Preferred Stock Outstanding | 16,687,500 | 16,687,500 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash Payment | $ 7,314 | $ 957 |
MR Feakins [Member] | ||
Cash Payment | $ 75,000 | |
Net profit | 70% | |
Canceled amounts owed by the Company | $ 1,000,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Mar. 11, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
GOING CONCERN (Details Narrative) | |||||||||
Net loss | $ (2,440,611) | $ (812,212) | $ (6,010,736) | $ (1,805,094) | |||||
Cash In Operating Activities | 301,643 | ||||||||
Working Capital (deficiency) | 35,135,994 | 35,135,994 | |||||||
Total Stockholders' Deficiency | $ (35,297,660) | $ (29,212,382) | $ (35,297,660) | $ (29,212,382) | $ (32,932,049) | $ (30,027,924) | $ (28,620,170) | $ (28,413,169) | |
Water Power Technology Office Bill | $ 162,000,000 | ||||||||
Marine Energy | $ 112,000,000 |
CONVERTIBLE NOTES AND NOTES P_3
CONVERTIBLE NOTES AND NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Notes Payable 2 [Member] | ||
Debt Instrument, Issuance Date | 12/01/07 | 12/01/07 |
Debt Instrument, Maturity Date | 09/01/15 | 09/01/15 |
Debt Stated Interest Rate | 7% | 7% |
In Default | Yes | Yes |
Debt Original Principal | $ 125,000 | $ 125,000 |
Debt Amount At Period End | 85,821 | 85,821 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 85,821 | 85,821 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 85,821 | 85,821 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 3 [Member] | ||
Debt Instrument, Issuance Date | 09/25/09 | 09/25/09 |
Debt Instrument, Maturity Date | 10/25/11 | 10/25/11 |
Debt Stated Interest Rate | 5% | 5% |
In Default | Yes | Yes |
Debt Original Principal | $ 50,000 | $ 50,000 |
Debt Amount At Period End | 50,000 | 50,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 50,000 | 50,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 50,000 | 50,000 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 4 [Member] | ||
Debt Instrument, Issuance Date | 12/23/09 | 12/23/09 |
Debt Instrument, Maturity Date | 12/23/14 | 12/23/14 |
Debt Stated Interest Rate | 7% | 7% |
In Default | Yes | Yes |
Debt Original Principal | $ 100,000 | $ 100,000 |
Debt Amount At Period End | 94,414 | 94,414 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 94,414 | 94,414 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 94,414 | 94,414 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 5 [Member] | ||
Debt Instrument, Issuance Date | 12/23/09 | 12/23/09 |
Debt Instrument, Maturity Date | 12/23/14 | 12/23/14 |
Debt Stated Interest Rate | 7% | 7% |
In Default | Yes | Yes |
Debt Original Principal | $ 25,000 | $ 25,000 |
Debt Amount At Period End | 23,620 | 23,620 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 23,620 | 23,620 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 23,620 | 23,620 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 6 [Member] | ||
Debt Instrument, Issuance Date | 12/23/09 | 12/23/09 |
Debt Instrument, Maturity Date | 12/23/14 | 12/23/14 |
Debt Stated Interest Rate | 7% | 7% |
In Default | Yes | Yes |
Debt Original Principal | $ 25,000 | $ 25,000 |
Debt Amount At Period End | 23,610 | 23,610 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 23,610 | 23,610 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 23,610 | 23,610 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 7 [Member] | ||
Debt Instrument, Issuance Date | 02/03/12 | 02/03/12 |
Debt Instrument, Maturity Date | 12/31/19 | 12/31/19 |
Debt Stated Interest Rate | 10% | 10% |
In Default | Yes | Yes |
Debt Original Principal | $ 1,000,000 | $ 1,000,000 |
Debt Amount At Period End | 1,000,000 | 1,000,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 1,000,000 | 1,000,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 1,000,000 | 1,000,000 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 8 [Member] | ||
Debt Instrument, Issuance Date | 08/15/13 | 08/15/13 |
Debt Instrument, Maturity Date | 10/31/23 | 10/31/23 |
Debt Stated Interest Rate | 10% | 10% |
In Default | No | No |
Debt Original Principal | $ 158,334 | $ 158,334 |
Debt Amount At Period End | 158,334 | 158,334 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 158,334 | 158,334 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | $ 158,334 | $ 158,334 |
Notes Payable 9 [Member] | ||
Debt Instrument, Issuance Date | 12/31/13 | 12/31/13 |
Debt Instrument, Maturity Date | 12/31/15 | 12/31/15 |
Debt Stated Interest Rate | 8% | 8% |
In Default | Yes | Yes |
Debt Original Principal | $ 290,000 | $ 290,000 |
Debt Amount At Period End | 130,000 | 130,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 130,000 | 130,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 130,000 | 130,000 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 27 [Member] | ||
Debt Instrument, Issuance Date | 02/19/18 | 02/19/18 |
Debt Instrument, Maturity Date | 3 | 3 |
Debt Stated Interest Rate | 18% | 18% |
In Default | Yes | Yes |
Debt Original Principal | $ 629,451 | $ 629,451 |
Debt Amount At Period End | 1,161,136 | 1,161,136 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 1,161,136 | 1,161,136 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 1,161,136 | 1,161,136 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 28 [Member] | ||
Debt Instrument, Issuance Date | 09/19/18 | 09/19/18 |
Debt Instrument, Maturity Date | 09/28/21 | 09/28/21 |
Debt Stated Interest Rate | 6% | 6% |
In Default | Yes | Yes |
Debt Original Principal | $ 10,000 | $ 10,000 |
Debt Amount At Period End | 10,000 | 10,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 10,000 | 10,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 10,000 | 10,000 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 29 [Member] | ||
Debt Instrument, Issuance Date | 12/14/18 | 12/14/18 |
Debt Instrument, Maturity Date | 12/22/18 | 12/22/18 |
Debt Stated Interest Rate | 24% | 24% |
In Default | Yes | Yes |
Debt Original Principal | $ 474,759 | $ 474,759 |
Debt Amount At Period End | 578,075 | 623,725 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 578,075 | 623,725 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 578,075 | 623,725 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 30 [Member] | ||
Debt Instrument, Issuance Date | 01/02/19 | 01/02/19 |
Debt Instrument, Maturity Date | 4 | 4 |
Debt Stated Interest Rate | 17% | 17% |
In Default | No | No |
Debt Original Principal | $ 310,000 | $ 310,000 |
Debt Amount At Period End | 310,000 | 310,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 310,000 | 310,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 310,000 | 310,000 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 31 [Member] | ||
Debt Instrument, Issuance Date | 08/14/19 | 08/14/19 |
Debt Instrument, Maturity Date | 10/31/2021 | 10/31/2021 |
Debt Stated Interest Rate | 8% | 8% |
In Default | Yes | Yes |
Debt Original Principal | $ 26,200 | $ 26,200 |
Debt Amount At Period End | 26,200 | 26,200 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 26,200 | 26,200 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 26,200 | 26,200 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 32 [Member] | ||
Debt Instrument, Issuance Date | 5 | 5 |
Debt Instrument, Maturity Date | 10/31/2021 | 10/31/2021 |
Debt Stated Interest Rate | 8% | 8% |
In Default | Yes | Yes |
Debt Original Principal | $ 105,000 | $ 105,000 |
Debt Amount At Period End | 75,000 | 105,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 75,000 | 105,000 |
Debt Related Party Current | 5,000 | 10,000 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 70,000 | 95,000 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 33 [Member] | ||
Debt Instrument, Issuance Date | 6 | 6 |
Debt Instrument, Maturity Date | 01/02/22 | 01/02/22 |
Debt Stated Interest Rate | 8% | 8% |
In Default | Yes | No |
Debt Original Principal | $ 296,750 | $ 306,750 |
Debt Amount At Period End | 231,750 | 306,750 |
Unamortized Discount | 0 | 885 |
Carrying Amount At Period End | 231,750 | 305,865 |
Debt Related Party Current | 15,000 | 19,946 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 216,750 | 285,919 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 34 [Member] | ||
Debt Instrument, Issuance Date | 8 | 8 |
Debt Instrument, Maturity Date | 05/12/22 | 05/12/22 |
Debt Stated Interest Rate | 8% | 8% |
In Default | Yes | No |
Debt Original Principal | $ 15,000 | $ 15,000 |
Debt Amount At Period End | 15,000 | 15,000 |
Unamortized Discount | 0 | 2,924 |
Carrying Amount At Period End | 15,000 | 12,076 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 15,000 | 12,076 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 35 [Member] | ||
Debt Instrument, Issuance Date | 9 | 9 |
Debt Instrument, Maturity Date | 09/01/22 | 09/01/22 |
Debt Stated Interest Rate | 8% | 8% |
In Default | Yes | No |
Debt Original Principal | $ 170,000 | $ 160,000 |
Debt Amount At Period End | 170,000 | 160,000 |
Unamortized Discount | 0 | 73,542 |
Carrying Amount At Period End | 170,000 | 86,458 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 170,000 | 86,458 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 36 [Member] | ||
Debt Instrument, Issuance Date | 10 | 10 |
Debt Instrument, Maturity Date | 08/30/23 | 08/30/23 |
Debt Stated Interest Rate | 8% | 8% |
In Default | No | No |
Debt Original Principal | $ 285,000 | $ 285,000 |
Debt Amount At Period End | 285,000 | 285,000 |
Unamortized Discount | 120,395 | 218,805 |
Carrying Amount At Period End | 164,605 | 66,195 |
Debt Related Party Current | 2,968 | 0 |
Debt Related Party Noncurrent | 0 | 1,307 |
Debt Current | 161,637 | 0 |
Debt Noncurrent | $ 0 | $ 64,888 |
Notes Payable 37 [Member] | ||
Debt Instrument, Issuance Date | 11 | 11 |
Debt Instrument, Maturity Date | 11/30/23 | 11/30/23 |
Debt Stated Interest Rate | 8% | 8% |
In Default | No | No |
Debt Original Principal | $ 5,000 | $ 5,000 |
Debt Amount At Period End | 5,000 | 5,000 |
Unamortized Discount | 1,668 | 2,736 |
Carrying Amount At Period End | 3,332 | 2,264 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 3,332 | 2,264 |
Debt Current | 0 | 0 |
Debt Noncurrent | $ 0 | $ 0 |
Note Payable 38 [Member] | ||
Debt Instrument, Issuance Date | 7 | 7 |
Debt Instrument, Maturity Date | 7 | 7 |
Debt Stated Interest Rate | 10% | 10% |
In Default | No | No |
Debt Original Principal | $ 625,000 | $ 625,000 |
Debt Amount At Period End | 625,000 | 625,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 625,000 | 625,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 625,000 | 625,000 |
Debt Noncurrent | 0 | 0 |
Notes Payable Total [Member] | ||
Debt Original Principal | 9,850,598 | 9,850,598 |
Debt Amount At Period End | 8,749,089 | 9,009,739 |
Unamortized Discount | 122,063 | 298,892 |
Carrying Amount At Period End | 8,627,026 | 8,710,847 |
Debt Related Party Current | 2,439,941 | 2,446,919 |
Debt Related Party Noncurrent | 3,332 | 3,571 |
Debt Current | 6,025,419 | 6,037,135 |
Debt Noncurrent | $ 158,334 | $ 223,222 |
Notes Payable 10 [Member] | ||
Debt Instrument, Issuance Date | 04/01/14 | 04/01/14 |
Debt Instrument, Maturity Date | 12/31/18 | 12/31/18 |
Debt Stated Interest Rate | 10% | 10% |
In Default | Yes | Yes |
Debt Original Principal | $ 2,265,000 | $ 2,265,000 |
Debt Amount At Period End | 1,102,500 | 1,102,500 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 1,102,500 | 1,102,500 |
Debt Related Party Current | 1,102,500 | 1,102,500 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 11 [Member] | ||
Debt Instrument, Issuance Date | 12/22/14 | 12/22/14 |
Debt Instrument, Maturity Date | 03/31/15 | 03/31/15 |
Debt Stated Interest Rate | 22% | 22% |
In Default | Yes | Yes |
Debt Original Principal | $ 200,000 | $ 200,000 |
Debt Amount At Period End | 200,000 | 200,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 200,000 | 200,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Noncurrent | 0 | 0 |
Debt Current | $ 200,000 | $ 200,000 |
Notes Payable 12 [Member] | ||
Debt Instrument, Issuance Date | 12/26/14 | 12/26/14 |
Debt Instrument, Maturity Date | 12/26/15 | 12/26/15 |
Debt Stated Interest Rate | 22% | 22% |
In Default | Yes | Yes |
Debt Original Principal | $ 100,000 | $ 100,000 |
Debt Amount At Period End | 100,000 | 100,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 100,000 | 100,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 100,000 | 100,000 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 13 [Member] | ||
Debt Instrument, Issuance Date | 03/12/15 | 03/12/15 |
Debt Instrument, Maturity Date | 1 | 1 |
Debt Stated Interest Rate | 6% | 6% |
In Default | No | No |
Debt Original Principal | $ 394,380 | $ 394,380 |
Debt Amount At Period End | 394,380 | 394,380 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 394,380 | 394,380 |
Debt Related Party Current | 394,380 | 394,380 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 14 [Member] | ||
Debt Instrument, Issuance Date | 04/07/15 | 04/07/15 |
Debt Instrument, Maturity Date | 04/07/18 | 04/07/18 |
Debt Stated Interest Rate | 10% | 10% |
In Default | Yes | Yes |
Debt Original Principal | $ 50,000 | $ 50,000 |
Debt Amount At Period End | 50,000 | 50,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 50,000 | 50,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 50,000 | 50,000 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 15 [Member] | ||
Debt Instrument, Issuance Date | 11/23/15 | 11/23/15 |
Debt Instrument, Maturity Date | 1 | 1 |
Debt Stated Interest Rate | 6% | 6% |
In Default | No | No |
Debt Original Principal | $ 50,000 | $ 50,000 |
Debt Amount At Period End | 50,000 | 50,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 50,000 | 50,000 |
Debt Related Party Current | 50,000 | 50,000 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 16 [Member] | ||
Debt Instrument, Issuance Date | 02/25/16 | 02/25/16 |
Debt Instrument, Maturity Date | 1 | 1 |
Debt Stated Interest Rate | 6% | 6% |
In Default | No | No |
Debt Original Principal | $ 50,000 | $ 50,000 |
Debt Amount At Period End | 50,000 | 50,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 50,000 | 50,000 |
Debt Related Party Current | 50,000 | 50,000 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 17 [Member] | ||
Debt Instrument, Issuance Date | 05/20/16 | 05/20/16 |
Debt Instrument, Maturity Date | 1 | 1 |
Debt Stated Interest Rate | 6% | 6% |
In Default | No | No |
Debt Original Principal | $ 50,000 | $ 50,000 |
Debt Amount At Period End | 50,000 | 50,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 50,000 | 50,000 |
Debt Related Party Current | 50,000 | 50,000 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 18 [Member] | ||
Debt Instrument, Issuance Date | 10/20/16 | 10/20/16 |
Debt Instrument, Maturity Date | 1 | 1 |
Debt Stated Interest Rate | 6% | 6% |
In Default | No | No |
Debt Original Principal | $ 37,500 | $ 37,500 |
Debt Amount At Period End | 12,500 | 12,500 |
Unamortized Discount | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | 0 | 0 |
Carrying Amount at Period End | 12,500 | 12,500 |
Debt to Related Party Current | $ 12,500 | $ 12,500 |
Notes Payable 19 [Member] | ||
Debt Instrument, Issuance Date | 10/20/16 | 10/20/16 |
Debt Instrument, Maturity Date | 1 | 1 |
Debt Stated Interest Rate | 6% | 6% |
In Default | No | No |
Debt Original Principal | $ 12,500 | $ 12,500 |
Debt Amount At Period End | 12,500 | 12,500 |
Unamortized Discount | 0 | 0 |
Debt Related Party Current | 12,500 | 12,500 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | 0 | 0 |
Carrying Amount at Period End | $ 12,500 | $ 12,500 |
Notes Payable 20 [Member] | ||
Debt Instrument, Issuance Date | 12/21/16 | 12/21/16 |
Debt Instrument, Maturity Date | 1 | 1 |
Debt Stated Interest Rate | 6% | 6% |
In Default | No | No |
Debt Original Principal | $ 25,000 | $ 25,000 |
Debt Amount At Period End | 25,000 | 25,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 25,000 | 25,000 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | 0 | 0 |
Debt to Related Party Current | $ 25,000 | $ 25,000 |
Notes Payable 21 [Member] | ||
Debt Instrument, Issuance Date | 03/09/17 | 03/09/17 |
Debt Instrument, Maturity Date | 1 | 1 |
Debt Stated Interest Rate | 10% | 10% |
In Default | No | No |
Debt Original Principal | $ 200,000 | $ 200,000 |
Debt Amount At Period End | 177,000 | 177,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 177,000 | 177,000 |
Debt Related Party Current | 177,000 | 177,000 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 22 [Member] | ||
Debt Instrument, Issuance Date | 07/13/17 | 07/13/17 |
Debt Instrument, Maturity Date | 07/13/19 | 07/13/19 |
Debt Stated Interest Rate | 6% | 6% |
In Default | Yes | Yes |
Debt Original Principal | $ 25,000 | $ 25,000 |
Debt Amount At Period End | 25,000 | 25,000 |
Unamortized Discount | 0 | 0 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 25,000 | 25,000 |
Debt Noncurrent | 0 | 0 |
Carrying Amount at Period End | $ 25,000 | $ 25,000 |
Notes Payable 23 [Member] | ||
Debt Instrument, Issuance Date | 07/18/17 | 07/18/17 |
Debt Instrument, Maturity Date | 07/18/19 | 07/18/19 |
Debt Stated Interest Rate | 6% | 6% |
In Default | Yes | Yes |
Debt Original Principal | $ 25,000 | $ 25,000 |
Debt Amount At Period End | 25,000 | 25,000 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 25,000 | 25,000 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 25,000 | 25,000 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 24 [Member] | ||
Debt Instrument, Issuance Date | 07/26/17 | 07/26/17 |
Debt Instrument, Maturity Date | 07/26/19 | 07/26/19 |
Debt Stated Interest Rate | 6% | 6% |
In Default | Yes | Yes |
Debt Original Principal | $ 15,000 | $ 15,000 |
Debt Amount At Period End | 15,000 | 15,000 |
Unamortized Discount | 0 | 0 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 15,000 | 15,000 |
Debt Noncurrent | 0 | 0 |
Carrying Amount at Period End | $ 15,000 | $ 15,000 |
Notes Payable 25 [Member] | ||
Debt Instrument, Issuance Date | 12/20/17 | 12/20/17 |
Debt Instrument, Maturity Date | 2 | 2 |
Debt Stated Interest Rate | 10% | 10% |
In Default | Yes | Yes |
Debt Original Principal | $ 979,156 | $ 979,156 |
Debt Amount At Period End | 859,156 | 979,156 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 859,156 | 979,156 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 859,156 | 979,156 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 26 [Member] | ||
Debt Instrument, Issuance Date | 11/06/17 | 11/06/17 |
Debt Instrument, Maturity Date | 12/31/18 | 12/31/18 |
Debt Stated Interest Rate | 10% | 10% |
In Default | Yes | Yes |
Debt Original Principal | $ 646,568 | $ 646,568 |
Debt Amount At Period End | 543,093 | 543,093 |
Unamortized Discount | 0 | 0 |
Debt Related Party Current | 543,093 | 543,093 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 0 | 0 |
Debt Noncurrent | 0 | 0 |
Carrying Amount At Period End | $ 543,093 | $ 543,093 |
CONVERTIBLE NOTES AND NOTES P_4
CONVERTIBLE NOTES AND NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Preferred Stock, Series D | ||
Amount Converted Into Shares | $ 215,000 | |
Coversion Of Shares | 143 | |
Accrued Interest | $ 66,126 | |
Common Stock One [Member] | ||
Amount Converted Into Shares | $ 45,650 | |
Coversion Of Shares | 10,000,000 | |
Common Stock Two [Member] | ||
Amount Converted Into Shares | $ 399,625 | |
Coversion Of Shares | 29,829,587 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative Liability | $ 6,947,525 | $ 3,769,211 |
Level 3 | ||
Derivative Liability | 6,947,525 | 3,769,211 |
Level 1 | ||
Derivative Liability | 0 | 0 |
Level 2 | ||
Derivative Liability | $ 0 | $ 0 |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
DERIVATIVE LIABILITY | ||
Derivative Liability, Beginning of period | $ 3,769,211 | $ 5,321,395 |
Addition To Derivative Instruments | 0 | 515,143 |
Derivative Liability Extinguished Upon Conversion Of Notes Payable | (196,086) | (628,119) |
Change In Fair Value Of Derivative Liability | 3,374,400 | (1,172,793) |
Derivative Liability, End of period | $ 6,947,525 | $ 4,035,626 |
DERIVATIVE LIABILITY (Details 2
DERIVATIVE LIABILITY (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
DERIVATIVE LIABILITY | ||
Day one loss on valuation | $ 0 | $ 97,861 |
Loss (gain) from the change in fair value of derivative liability | 3,374,400 | (1,172,793) |
Change In Fair Value Of Derivative Liability | $ 3,374,400 | $ (1,074,932) |
DERIVATIVE LIABILITY (Details 3
DERIVATIVE LIABILITY (Details 3) - Remeasurement Date | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Expected Dividends | 0% | 0% |
Minimum [Member] | ||
Expected Volatility | 184% | 153% |
Risk Free Interest Rate | 0.52% | 0.01% |
Expected Term (in Years) | 3 months | 3 months |
Maximum [Member] | ||
Expected Volatility | 368% | 469% |
Risk Free Interest Rate | 4.05% | 0.29% |
Expected Term (in Years) | 1 year 5 months 1 day | 3 years 6 months 21 days |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Preferred Stocks, Series D | |||
Preferred Stock, Shares Value | $ 286,000 | ||
Preferred Stock, D Shares Issued | 135 | ||
Preferred shares issued for conversion | 143 | ||
Amount of notes converted | $ 215,000 | ||
Accured Interest | 66,126 | ||
Proceeds from Stock | $ 270,000 | ||
Oasis Capital LLC [Member] | |||
Common Stock Shares Issued During The Period, shares | 1,693,877 | 10,000,000 | 29,829,587 |
Common Stock Shares Issued During The Period, Value | $ 83,000 | $ 185,000 | $ 922,881 |
Convertible Note Payable And Accrued Interest Converted Into Common Stock | $ 45,650 | $ 399,625 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | |||||
Jun. 09, 2022 | Aug. 15, 2019 | Aug. 08, 2018 | May 28, 2019 | Aug. 22, 2018 | Jul. 19, 2018 | Sep. 30, 2022 | Dec. 31, 2021 | |
Monthly lease payments | $ 10,000 | |||||||
Repayment Of Settlement | 250,000 | |||||||
Accrued interest | 46,472 | |||||||
Outstanding Balance Of Settlement | 125,000 | |||||||
Settlement Agreement Descriptions | In our ongoing efforts to collect the $25,500,000 judgment obtained, a third party has intervened in our case in the Central District of California | |||||||
Engineering Service Paid | $ 500,000 | |||||||
Accrued Legal Settlement | $ 8,000,000 | 375,000 | ||||||
Settlement Interest Rate | 18% | |||||||
Total Payment Received From Defendant | $ 100,000 | |||||||
Regular Monthly Payments To Fugro Of Per Month, Until The Balance Owed Has Been Paid | 10,000 | |||||||
Trade Base Sales, Inc [Member] | ||||||||
Settlement Amount, Total | $ 25,500,000 | |||||||
Further Settlement Amount, Total | 17,500,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Annual salary | $ 388,220 | $ 454,738 | ||||||
Brett M Regal [Member] | ||||||||
Settlement Amount, Total | $ 25,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Company Controlled by the CEO | |||||
Rent Expense | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 | |
Payment of reimbursement amount | $ 28,270 | $ 29,793 | 89,613 | $ 71,795 | |
Term of lease | 1 year | ||||
Related Party 1 | |||||
Accrued Interest | $ 1,600,461 | 1,600,461 | $ 1,435,120 | ||
Preferred Stock Series D [Member] | |||||
Accured Interest | 66,126 | ||||
CEO | Preferred Stock Series D [Member] | |||||
Working capital | $ 38,000 | $ 38,000 | |||
Preferred shares issued for conversion | 6 | ||||
Amount of notes converted | $ 10,000 | ||||
Accured Interest | 2,043 | ||||
Proceeds from Stock | $ 10,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Oct. 31, 2022 USD ($) shares | |
Amount coverted into common stock | $ 10,000 |
Coversion Of Shares | shares | 564,878 |
Accured Interest | $ 1,298 |