Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Aug. 18, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | OCEAN THERMAL ENERGY CORPORATION | |
Entity Central Index Key | 0000827099 | |
Document Type | 10-K | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Well Known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 184,370,469 | |
Entity Public Float | $ 1,692,066 | |
Document Annual 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 Address Address Line 1 | 3675 Market Street | |
Entity Address Address Line 2 | Suite 200 | |
Entity Address City Or Town | Philadelphia | |
Entity Address State Or Province | PA | |
Entity Address Postal Zip Code | 19104 | |
City Area Code | 717 | |
Icfr Auditor Attestation Flag | false | |
Auditor Name | BF Borgers CPA PC | |
Auditor Location | Lakewood, CO | |
Auditor Firm Id | 5041 | |
Local Phone Number | 299-1344 | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,404 | $ 957 |
Prepaid expenses | 5,000 | 5,000 |
Total Current Assets | 6,404 | 5,957 |
Total Assets | 6,404 | 5,957 |
Current Liabilities | ||
Accounts payable and accrued expense | 20,517,881 | 17,553,823 |
Notes payable - related party | 2,329,473 | 2,329,473 |
Convertible notes payable - related party, net | 114,721 | 117,446 |
Notes payable | 3,655,932 | 3,631,620 |
Convertible note payable, net | 2,531,401 | 2,405,515 |
Advances payable - related party, net | 57,760 | 0 |
Derivative liability | 6,998,262 | 3,769,211 |
Total Current Liabilities | 36,205,430 | 29,807,088 |
Long-term Liabilities | ||
Convertible note payable, net | 0 | 64,888 |
Convertible notes payable - related party, net | 0 | 3,571 |
Notes payable | 0 | 158,334 |
Total Liabilities | 36,205,430 | 30,033,881 |
Commitments and contingencies (See Note 8) | 0 | 0 |
Stockholders' deficiency | ||
Common stock, $0.001par value; 200,000,000shares 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 | (96,496,618) | (89,584,516) |
Total Stockholders' Deficiency | (36,199,026) | (30,027,924) |
Total Liabilities and Stockholders' Deficiency | 6,404 | 5,957 |
Series D Preferred Stock Member | ||
Stockholders' deficiency | ||
Preferred Stock, Series B, $0.001par value; 1,250,000 shares authorized, 518,750 and 518,750 shares issued and outstanding, respectively | 0 | 0 |
Series C Preferred Stock Member | ||
Stockholders' deficiency | ||
Preferred Stock, Series B, $0.001par value; 1,250,000 shares authorized, 518,750 and 518,750 shares issued and outstanding, respectively | 2,300 | 2,300 |
Series B Preferred Stock Member | ||
Stockholders' deficiency | ||
Preferred Stock, Series B, $0.001par value; 1,250,000 shares authorized, 518,750 and 518,750 shares issued and outstanding, respectively | $ 519 | $ 519 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 |
Series D Preferred Stock Member | ||
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 |
Series C Preferred Stock Member | ||
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 |
Series B Preferred Stock Member | ||
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Expenses | ||
Salaries and compensation | $ 791,392 | $ 830,655 |
Professional fees | 557,055 | 958,101 |
General and administrative | 170,160 | 193,125 |
Total Operating Expenses | 1,518,607 | 1,981,881 |
Loss from Operations | (1,518,607) | (1,981,881) |
Other (Expenses) Income | ||
Interest expense, net | (1,815,800) | (1,745,194) |
Amortization of debt discount | (210,351) | (362,259) |
Change in fair value of derivative liability | (3,428,245) | 1,305,482 |
Gain on conversion of debt | 60,901 | 113,215 |
Total Other Expense | (5,393,495) | (688,756) |
Loss Before Income Taxes | (6,912,102) | (2,670,637) |
Provision for Income Taxes | 0 | 0 |
Net Loss | $ (6,912,102) | $ (2,670,637) |
Net Loss per Common Share Basic and Diluted | $ (0.04) | $ (0.02) |
Weighted Average Number of Common Shares Outstanding | 178,959,510 | 158,566,304 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2020 | 2,818,750 | 137,847,005 | |||
Balance, amount at Dec. 31, 2020 | $ (28,413,169) | $ 2,819 | $ 137,847 | $ 58,360,044 | $ (86,913,879) |
Common Stock issued for conversions of notes payable, shares | 34,829,587 | ||||
Common Stock issued for conversions of notes payable, amount | 972,882 | 0 | $ 34,830 | 938,052 | 0 |
Common Stock issued for second commitment fee, shares | 1,693,877 | ||||
Common Stock issued for second commitment fee, amount | 83,000 | 0 | $ 1,694 | 81,306 | 0 |
Net Loss | (2,670,637) | $ 0 | $ 0 | 0 | (2,670,637) |
Balance, shares at Dec. 31, 2021 | 2,818,750 | 174,370,469 | |||
Balance, amount at Dec. 31, 2021 | (30,027,924) | $ 2,819 | $ 174,371 | 59,379,402 | (89,584,516) |
Common Stock issued for conversions of notes payable, shares | 10,000,000 | ||||
Common Stock issued for conversions of notes payable, amount | 185,000 | 0 | $ 10,000 | 175,000 | 0 |
Net Loss | (6,912,102) | $ 0 | 0 | 0 | (6,912,102) |
Series D Preferred Stock issued for cash, shares | 135 | ||||
Series D Preferred Stock issued for cash, amount | 270,000 | $ 0 | 0 | 270,000 | 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 | 286,000 | $ 0 | $ 0 | 286,000 | 0 |
Balance, shares at Dec. 31, 2022 | 2,819,028 | 184,370,469 | |||
Balance, amount at Dec. 31, 2022 | $ (36,199,026) | $ 2,819 | $ 184,371 | $ 60,110,402 | $ (96,496,618) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (6,912,102) | $ (2,670,637) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | 3,428,245 | (1,305,482) |
Amortization of debt discount | 210,351 | 362,259 |
Gain on conversion of debt | (60,901) | (113,215) |
Stock issued for second commitment fee | 0 | 83,000 |
Changes in assets and liabilities: | ||
Prepaid expense | 0 | 5,000 |
Accounts payable and accrued expenses | 3,007,194 | 3,096,445 |
Net Cash Used In Operating Activities | (327,213) | (542,630) |
Cash Flows From Financing Activities: | ||
Proceeds from sale of preferred stock | 270,000 | 0 |
Advances from related parties | 57,660 | 0 |
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 | 10,000 |
Net Cash Provided by Financing Activities | 327,660 | 536,145 |
Net increase (decrease) in cash | 447 | (6,485) |
Cash at beginning of year | 957 | 7,442 |
Cash at End of Year | 1,404 | 957 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest expense | 13,823 | 20,736 |
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 |
Convertible notes payable and accrued interest converted into common stock | 62,596 | 419,179 |
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 | |
Debt discount on notes payable | $ 0 | 420,214 |
Common stock issued for conversion of notes payable | 185,000 | 972,882 |
Derivative liability extinguished upon conversion of note payable | $ 199,194 | $ 666,916 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION Ocean Thermal Energy Corporation is currently in the businesses of: · OTEC and SWAC/LSC · EcoVillages The consolidated financial statements include the accounts of the company and our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, our financial statements reflect all adjustments that are of a normal recurring nature necessary for presentation of financial statements in accordance with U.S. generally accepted accounting principles (GAAP). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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. Our consolidated financial statements for the years ended December 31, 2022 and 2021, include the following subsidiaries: Name Place of Incorporation / Establishment Principal Activities Date Formed Ocean Thermal Energy Bahamas Ltd. Bahamas Intermediate holding company of OTE BM Ltd. and OTE Bahamas O&M Ltd. 07/04/2011 OTE BM Ltd. Bahamas OTEC/SDC development in the Bahamas 09/07/2011 OCEES International Inc. Hawaii, USA Research and development for the Pacific Rim 01/21/1998 We have an effective interest of 100% in each of our subsidiaries. Agreement to Sell Subsidiary On August 25, 2022, we entered into a Stock Purchase Agreement to sell OCEES International, Inc. (“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 plants 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 has not yet closed. Use of Estimates In preparing financial statements in conformity with 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 December 31, 2022 and 2021. Income Taxes We use the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and on the amount of operating loss carry-forwards and are measured using the enacted tax rates and laws that will be in effect when the temporary differences and carry-forwards are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Our ability to use our net operating loss carryforwards may be substantially limited due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions. These ownership changes may limit the amount of net operating loss that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50.0% of the outstanding stock of a company by certain stockholders or public groups. We have not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since we became a “loss corporation” under the definition of Section 382. If we have experienced an ownership change, utilization of the net operating loss carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Further, until a study is completed and any limitation known, no positions related to limitations are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on our results of operations or financial position. 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 December 31, 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 December 31, 2022 and 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 December 31, 2022 and 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 December 31, 2022 and 2021, as they would be anti-dilutive: Years Ended December 31, 2022 2021 Shares underlying warrants outstanding 125,073 125,073 Shares underlying convertible notes outstanding 836,901,049 925,654,995 Shares underlying convertible preferred stock outstanding 16,687,500 16,687,500 853,713,622 942,467,568 Revenue Recognition We account for our revenue in accordance with Accounting Standard Update 2014-09, Revenue from Contracts with Customers (Topic 606), which requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. 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 in order 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 | 12 Months Ended |
Dec. 31, 2022 | |
GOING CONCERN | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying audited consolidated financial statements have been prepared on the assumption that we will continue as a going concern. As reflected in the accompanying consolidated financial statements, we had a net loss of $6,912,102 and used $327,213 of cash in operating activities for the year ended December 31, 2022. We had a working capital deficiency of $36,199,026 and a stockholders’ deficiency of $36,199,026 as of December 31, 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 U.S. 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 | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE NOTES AND NOTES PAYABLE | |
CONVERTIBLE NOTES AND NOTES PAYABLE | NOTE 4 – CONVERTIBLE NOTES AND NOTES PAYABLE During the year ended December 31, 2022, $215,000 of notes and $66,126 of related accrued interest were converted into 143 shares of Series D Preferred Stock. During the year ended December 31, 2022, $60,650 of notes and $1,946 of related accrued interest were converted into 10,847,262 shares of common stock. Of this common stock, 847,262 shares were borrowed from our CEO to enable the conversions. We have accrued a liability for the shares to be reissued to our CEO in the amount of $11,014, the fair value of the shares on the date of conversion. The replacement shares have not been issued at December 31, 2022. During the year ended December 30, 2021, $419,179 of notes were converted into 34,829,587 shares of common stock. The following convertible notes and notes payable were outstanding at December 31, 2022: 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 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 83,166 - 83,166 - - 83,166 - 12/23/09 12/23/14 7.00 % Yes 25,000 22,233 - 22,233 - - 22,233 - 12/23/09 12/23/14 7.00 % Yes 25,000 22,223 - 22,223 - - 22,223 - 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 170,000 155,000 - 155,000 - - 155,000 - (10) 08/30/23 8.00 % No 285,000 285,000 87,233 197,767 3,528 - 194,239 - (11) 11/30/23 8.00 % No 5,000 5,000 1,307 3,693 3,693 - - - (7) (7) 10.00 % No 625,000 625,000 - 625,000 - - 625,000 - $ 9,850,598 $ 8,720,067 $ 88,540 $ 8,631,527 $ 2,444,194 $ - $ 6,187,333 $ - (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. 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 | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE LIABILITY | |
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 at December 31 Quoted market prices for identical assets/liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative Liability, December 31, 2022 $ 6,998,262 $ - $ - $ 6,998,262 Derivative Liability, December 31, 2021 $ 3,769,211 $ - $ - $ 3,769,211 The reconciliation of the derivative liability for the years ended December 31, 2022 and 2021, is as follows: For the Years Ended December 31 2022 2021 Derivative liability as of January 1 $ 3,769,211 $ 5,321,395 Addition to derivative instruments - 420,214 Derivative liability extinguished upon conversion of notes payable (199,194 ) (666,916 ) Change in fair value of derivative liability 3,428,245 (1,305,482 ) Derivative liability as of December 31 $ 6,998,262 $ 3,769,211 The change in fair value of the derivative liability for the years ended December 31, 2022 and 2021, is comprised of the following: For the Years Ended December 31 2022 2021 Day one loss on valuation $ - $ 97,861 Gains/(losses) from the change in fair value of derivative liability 3,428,245 (1,403,343 ) Change in fair value of derivative liability* $ 3,428,245 $ (1,305,482 ) ________________ * Gains (losses) related to the revaluation of Level 3 financial liabilities is included in “Change in fair value of derivative liabilities” in the accompanying 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 Years Ended December 31 2022 2021 Expected dividends 0 % 0 % Expected volatility 184%-368 % 77%-326 % Risk free interest rate 0.52%-4.73 % 0.03%-0.73 % Expected term (in years) 0.25– 1.67 years 0.08– 2.56 years The fair value at the remeasurement date is equal to the carrying value on the balance sheet. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Common Stock During the year ended December 31, 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. During the year ended December 31, 2022, $15,000 of notes and $1,946 of related accrued interest were converted into 847,262 shares of common stock. The 847,262 shares were borrowed from our CEO to enable the conversions. We have accrued a liability for the shares to be reissued to our CEO in the amount of $11,014, the fair value of the shares on the date of conversion. The replacement shares have not been issued at December 31, 2022. During the year ended December 31, 2021, we issued 34,829,587 shares of common stock with a fair value of $972,882 for the conversion of a portion of our notes payable in the amount of $419,179. During the year ended December 31, 2021, we issued 1,693,877 shares of common stock valued at $83,000. This was a settlement of a second commitment for a convertible promissory note dated May 22, 2018. The initial commitment was 400,000 shares of common stock issued on May 22, 2018. Preferred Stock On December 31, 2021, our board of directors approved a resolution authorizing the withdrawal of the certificate of designation of our Series A preferred stock. No shares were outstanding at the time of withdrawal. Our board of directors has approved the following issuances of Preferred Stock: Series B Preferred Stock (authorized June 3, 2019) Series C Preferred Stock (authorized June 3, 2019) Series D Preferred Stock (authorized December 31, 2021) During the year ended December 31, 2022, we issued 135 shares of Series D Preferred Stock for cash proceeds of $270,000. During the year ended December 31, 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. Warrants and Options The following table summarizes all warrants outstanding and exercisable for the years ended December 31, 2022 and 2021: Number of Weighted Average Warrants Exercise Price Balance at December 31, 2020 125,073 $ 0.13 Granted - - Exercised - - Forfeited - - Balance at December 31, 2021 125,073 $ 0.13 Granted - - Exercised - - Forfeited - - Balance at December 31, 2022 125,073 $ 0.13 Exercisable at December 31, 2022 125,073 $ 0.13 No warrants were issued or exercised during the years ended December 31, 2022 and 2021. Aggregate intrinsic value represents the excess amount over the exercise price that optionees would have received if all options had been exercised on the last business day of the period indicated, based on our closing stock price of $0.01 per share on December 31, 2022. The outstanding warrants had no intrinsic value, as the price of the stock on that date was lower than the exercise price. The warrants had a weighted average remaining life of six months at December 31, 2022. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX | |
INCOME TAX | NOTE 7 – INCOME TAX Our ability to use our net operating loss carryforwards may be substantially limited due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Code, as well as similar state provisions. These ownership changes may limit the amount of net operating loss that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50.0% of the outstanding stock of a company by certain stockholders or public groups. We have not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since we became a “loss corporation” under the definition of Section 382. If we have experienced an ownership change, utilization of the net operating loss carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Further, until a study is completed, and any limitation known, no positions related to limitations are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on our results of operations or financial position. The actual tax benefit differs from the expected tax benefit for the years ended December 31, 2022 and 2021 (computed by applying the U.S. federal corporate tax rate of 21% to income before taxes), as follows: 2022 2021 Statutory federal income tax rate (21.0 )% (21.0 )% State income taxes, net of federal benefits (7.9 )% (7.9 )% Non-deductible items 15.0 % (11.4 )% Valuation allowance 13.9 % 40.3 % Effective income tax rate — % — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows: For the Years Ended December 31 2022 2021 Impairment $ 2,358,860 $ 2,358,860 Accrued Compensation 1,517,774 1,335,457 Operating loss carryforwards 10,809,828 10,028,500 Gross deferred tax assets 14,686,462 13,722,817 Valuation allowance (14,686,462 ) (13,722,817 ) Net deferred income tax asset $ - $ - We have net operating loss carryforwards for income tax purposes of approximately $20.9 million that are available to be offset against future income through 2037. We have net operating loss carryforwards of approximately $16.5 million that can be used indefinitely subject to limitations. The tax benefits relating to all timing differences have been fully reserved for in the valuation allowance account due to the substantial losses incurred through December 31, 2022. The change in the valuation allowance for the years ended December 31, 2022 and 2021, was an increase of $0.96 million and $1.08 million, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Commitments On June 26, 2017, we entered a nonexclusive finder’s arrangement with Craft Capital Management LLC (“Craft”) in the event that proceeds with a debt and/or equity transaction or to finance a merger/acquisition and/or another transaction are arranged by Craft. We have no obligation to consummate any transaction, and we can choose to accept or reject any transaction in our sole and absolute discretion. Upon the successful completion of a placement, we will pay to Craft 8% of the gross proceeds from an equity placement and 3% for a debt placement. In addition, we will issue to Craft, at the time of closing, warrants with an aggregate exercise price equal to 3% of the amount raised. We have issued warrants to purchase 56,073 shares of common stock for L2 Capital equity transactions and warrants to purchase 69,000 shares of common stock for L2 Capital debt transactions for total outstanding warrants to purchase 125,073 shares of common stock, none of which has been exercised. These warrants have a fair value of $219 based on the Black-Scholes option-pricing model. The warrants have exercise prices ranging from $0.0425 to $0.25 per share and are exercisable for a period of five years after the closing of the placement. If we, at any time while these warrants are outstanding, sell or grant any option to purchase or sell or grant any right to reprice, or otherwise dispose of or issue any common stock or securities entitling any person or entity to acquire shares of common stock, at an effective price per share less than the then-exercise price, then the exercise price will be reduced to equal the lower share price, at the option of Craft. Such adjustment will be made whenever such common stock is issued. We will notify Craft in writing, no later than the trading day following the issuance of any common stock, of the applicable issuance price or applicable reset price, exchange price, conversion price, and other pricing terms. 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. |
CONSULTING AGREEMENTS
CONSULTING AGREEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
CONSULTING AGREEMENTS | |
CONSULTING AGREEMENTS | NOTE 9 – CONSULTING AGREEMENTS On June 4, 2018, we entered into a consulting agreement to pay 20,000 shares of common stock when one of the conditions of the contract was satisfied. Although this condition was satisfied on August 31, 2018, as of December 31, 2022, we have not issued the shares. As of December 31, 2022, and 2021, we have accrued the share compensation at fair value totaling $1,600. On August 14, 2018, we entered into a consulting agreement to pay $40,000 by issuing shares of common stock. As of December 31, 2022, we have not issued the shares and have accrued the amount. |
EMPLOYMENT AGREEMENTS
EMPLOYMENT AGREEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
EMPLOYMENT AGREEMENTS | |
EMPLOYMENT AGREEMENTS | NOTE 10 – EMPLOYMENT AGREEMENTS On January 1, 2011, we entered into a five-year employment agreement with our chief executive officer, which provides for successive one-year term renewals unless it is expressly cancelled by either party 100 days prior to the end of the term. Under the agreement, our chief executive officer will receive an annual salary of $350,000, a car allowance of $12,000, and company-paid health insurance. The agreement also provides for bonuses equal to one times his annual salary plus 500,000 shares of common stock for each additional project that generates $25 million or more in revenue to us. Our chief executive officer is entitled to receive severance pay in the lesser amount of three years’ salary or 100% of the remaining salary if the remaining term is less than three years. On September 15, 2017, an addendum was added to the employment agreement stating that effective June 30, 2017, his salary will be increased to $388,220 per year; that he will receive interest at a rate of 8% on his accrued unpaid wages; and that the term of employment agreement is extended for an additional five years. Effective June 9, 2022, we entered into a second addendum to the employment contract. Among other provisions, the addendum extends the employment agreement through December 31, 2025 and increases the annual salary to $454,738 from $388,220. |
PARTY TRANSACTIONS
PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
PARTY TRANSACTIONS | |
PARTY TRANSACTIONS | NOTE 11 – RELATED-PARTY TRANSACTIONS For each of the years ended December 31, 2022 and 2021, we recorded rent expense of $120,000 to a company controlled by our chief executive officer under a lease agreement. 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. At December 31, 2022 we had a payable to the entity of $70,000. For the years ended December 31, 2022 and 2021, we recorded charges incurred to a company controlled by our chief executive officer for reimbursement of accounting and administrative services provided to us by an employee of that company. For the years ended December 31, 2022 and 2021, we recorded expense of $114,814 and $105,201, respectively, to this company. At December 31, 2022 we had a payable to the entity of $74,070. 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 $1,656,757 and $1,435,120 at December 31, 2022 and 2021, respectively. During the year ended December 31, 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 year ended December 31, 2022, entities controlled by our chief executive officer advanced $58,000 to us for working capital purposes. During the year ended December 31, 2022, $15,000 of notes and $1,946 of related accrued interest were converted into 847,262 shares of common stock. The 847,262 shares were borrowed from our CEO to enable the conversions. We have accrued a liability for the shares to be reissued to our CEO in the amount of $11,014, the fair value of the shares on the date of conversion. The replacement shares have not been issued at December 31, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Subsequent to December 31, 2022: We issued 500 shares of series D Preferred Stock upon the conversion of $35,303 of related party notes and $964,697 of related accrued interest. We issued 31 shares of series D Preferred Stock upon the conversion of $46,750 of notes and $12,670 of related accrued interest. We issued 291 shares of Series D Preferred Stock for cash proceeds of $582,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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. Our consolidated financial statements for the years ended December 31, 2022 and 2021, include the following subsidiaries: Name Place of Incorporation / Establishment Principal Activities Date Formed Ocean Thermal Energy Bahamas Ltd. Bahamas Intermediate holding company of OTE BM Ltd. and OTE Bahamas O&M Ltd. 07/04/2011 OTE BM Ltd. Bahamas OTEC/SDC development in the Bahamas 09/07/2011 OCEES International Inc. Hawaii, USA Research and development for the Pacific Rim 01/21/1998 We have an effective interest of 100% in each of our subsidiaries. Agreement to Sell Subsidiary On August 25, 2022, we entered into a Stock Purchase Agreement to sell OCEES International, Inc. (“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 plants 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 has not yet closed. |
Use of Estimates | In preparing financial statements in conformity with 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 December 31, 2022 and 2021. |
Income Taxes | We use the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and on the amount of operating loss carry-forwards and are measured using the enacted tax rates and laws that will be in effect when the temporary differences and carry-forwards are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Our ability to use our net operating loss carryforwards may be substantially limited due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as well as similar state provisions. These ownership changes may limit the amount of net operating loss that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50.0% of the outstanding stock of a company by certain stockholders or public groups. We have not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since we became a “loss corporation” under the definition of Section 382. If we have experienced an ownership change, utilization of the net operating loss carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of our stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Further, until a study is completed and any limitation known, no positions related to limitations are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on our results of operations or financial position. |
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 December 31, 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 December 31, 2022 and 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 December 31, 2022 and 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 December 31, 2022 and 2021, as they would be anti-dilutive: Years Ended December 31, 2022 2021 Shares underlying warrants outstanding 125,073 125,073 Shares underlying convertible notes outstanding 836,901,049 925,654,995 Shares underlying convertible preferred stock outstanding 16,687,500 16,687,500 853,713,622 942,467,568 |
Revenue Recognition | We account for our revenue in accordance with Accounting Standard Update 2014-09, Revenue from Contracts with Customers (Topic 606), which requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. |
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 in order 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) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Subsidiaries | Name Place of Incorporation / Establishment Principal Activities Date Formed Ocean Thermal Energy Bahamas Ltd. Bahamas Intermediate holding company of OTE BM Ltd. and OTE Bahamas O&M Ltd. 07/04/2011 OTE BM Ltd. Bahamas OTEC/SDC development in the Bahamas 09/07/2011 OCEES International Inc. Hawaii, USA Research and development for the Pacific Rim 01/21/1998 |
Schedule of computation of diluted weighted average shares | Years Ended December 31, 2022 2021 Shares underlying warrants outstanding 125,073 125,073 Shares underlying convertible notes outstanding 836,901,049 925,654,995 Shares underlying convertible preferred stock outstanding 16,687,500 16,687,500 853,713,622 942,467,568 |
CONVERTIBLE NOTES AND NOTES P_2
CONVERTIBLE NOTES AND NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE NOTES AND NOTES PAYABLE | |
Convertible notes and notes payable December 31, 2022 | 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 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 83,166 - 83,166 - - 83,166 - 12/23/09 12/23/14 7.00 % Yes 25,000 22,233 - 22,233 - - 22,233 - 12/23/09 12/23/14 7.00 % Yes 25,000 22,223 - 22,223 - - 22,223 - 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 170,000 155,000 - 155,000 - - 155,000 - (10) 08/30/23 8.00 % No 285,000 285,000 87,233 197,767 3,528 - 194,239 - (11) 11/30/23 8.00 % No 5,000 5,000 1,307 3,693 3,693 - - - (7) (7) 10.00 % No 625,000 625,000 - 625,000 - - 625,000 - $ 9,850,598 $ 8,720,067 $ 88,540 $ 8,631,527 $ 2,444,194 $ - $ 6,187,333 $ - |
Convertible notes and notes payable 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 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE LIABILITY | |
Schedule of Fair value hierarchy | Fair Value at December 31 Quoted market prices for identical assets/liabilities (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative Liability, December 31, 2022 $ 6,998,262 $ - $ - $ 6,998,262 Derivative Liability, December 31, 2021 $ 3,769,211 $ - $ - $ 3,769,211 |
Schedule of reconciliation of the derivative liability | For the Years Ended December 31 2022 2021 Derivative liability as of January 1 $ 3,769,211 $ 5,321,395 Addition to derivative instruments - 420,214 Derivative liability extinguished upon conversion of notes payable (199,194 ) (666,916 ) Change in fair value of derivative liability 3,428,245 (1,305,482 ) Derivative liability as of December 31 $ 6,998,262 $ 3,769,211 |
Schedule of change in fair value of the derivative liability | For the Years Ended December 31 2022 2021 Expected dividends 0 % 0 % Expected volatility 184%-368 % 77%-326 % Risk free interest rate 0.52%-4.73 % 0.03%-0.73 % Expected term (in years) 0.25– 1.67 years 0.08– 2.56 years |
Schedule of Assumptions | For the Years Ended December 31 2022 2021 Day one loss on valuation $ - $ 97,861 Gains/(losses) from the change in fair value of derivative liability 3,428,245 (1,403,343 ) Change in fair value of derivative liability* $ 3,428,245 $ (1,305,482 ) |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS EQUITY | |
Warrant activity | Number of Weighted Average Warrants Exercise Price Balance at December 31, 2020 125,073 $ 0.13 Granted - - Exercised - - Forfeited - - Balance at December 31, 2021 125,073 $ 0.13 Granted - - Exercised - - Forfeited - - Balance at December 31, 2022 125,073 $ 0.13 Exercisable at December 31, 2022 125,073 $ 0.13 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX | |
Schedule of expected tax benefit | 2022 2021 Statutory federal income tax rate (21.0 )% (21.0 )% State income taxes, net of federal benefits (7.9 )% (7.9 )% Non-deductible items 15.0 % (11.4 )% Valuation allowance 13.9 % 40.3 % Effective income tax rate — % — % |
Deferred income taxes | For the Years Ended December 31 2022 2021 Impairment $ 2,358,860 $ 2,358,860 Accrued Compensation 1,517,774 1,335,457 Operating loss carryforwards 10,809,828 10,028,500 Gross deferred tax assets 14,686,462 13,722,817 Valuation allowance (14,686,462 ) (13,722,817 ) Net deferred income tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
OTE BM Ltd. | |
Place of incorporation/establishment | Bahamas |
Principal activities | OTEC/SDC development in the Bahamas |
Date formed | 09/07/2011 |
OCEES International Inc. | |
Place of incorporation/establishment | Hawaii, USA |
Principal activities | Research and development for the Pacific Rim |
Date formed | 01/21/1998 |
Ocean Thermal Energy Bahamas Ltd. | |
Place of incorporation/establishment | Bahamas |
Principal activities | Intermediate holding company of OTE BM Ltd. and OTE Bahamas O&M Ltd. |
Date formed | 07/04/2011 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares Underlying Convertible Preferred Stock Outstanding | 853,713,622 | 942,467,568 |
Convertible Notes Payable [Member] | ||
Shares Underlying Convertible Preferred Stock Outstanding | 836,901,049 | 925,654,995 |
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_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Payment | $ 1,404 | $ 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 ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 11, 2022 | Dec. 31, 2020 | |
GOING CONCERN | ||||
Net loss | $ (6,912,102) | $ (2,670,637) | ||
Cash In Operating Activities | 327,213 | |||
Working Capital (deficiency) | 36,199,026 | |||
Total Stockholders' Deficiency | $ (36,199,026) | $ (30,027,924) | $ (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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Payable 2 [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 3 [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 | 83,166 | 94,414 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 83,166 | 94,414 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 83,166 | 94,414 |
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 | $ 25,000 | $ 25,000 |
Debt Amount At Period End | 22,233 | 23,620 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 22,233 | 23,620 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 22,233 | 23,620 |
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 | 22,223 | 23,610 |
Unamortized Discount | 0 | 0 |
Carrying Amount At Period End | 22,223 | 23,610 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 22,223 | 23,610 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 6 [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 7 [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 | 158,334 | 0 |
Debt Noncurrent | $ 0 | $ 158,334 |
Notes Payable 8 [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 9 [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 10 [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 11 [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 12 [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 13 [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 14 [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 15 [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 16 [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 17 [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 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 | $ 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 19 [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 20 [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 21 [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 22 [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 23 [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 24 [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 25 [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 |
Notes Payable 26 [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 27 [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 28 [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 29 [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 30 [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 31 [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 32 [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 33 [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 34 [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 | 155,000 | 160,000 |
Unamortized Discount | 0 | 73,542 |
Carrying Amount At Period End | 155,000 | 86,458 |
Debt Related Party Current | 0 | 0 |
Debt Related Party Noncurrent | 0 | 0 |
Debt Current | 155,000 | 86,458 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 35 [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 | 87,233 | 218,805 |
Carrying Amount At Period End | 197,767 | 66,195 |
Debt Related Party Current | 3,528 | 0 |
Debt Related Party Noncurrent | 0 | 1,307 |
Debt Current | 194,239 | 0 |
Debt Noncurrent | $ 0 | $ 64,888 |
Notes Payable 36 [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 | 1,307 | 2,736 |
Carrying Amount At Period End | 3,693 | 2,264 |
Debt Related Party Current | 3,693 | 0 |
Debt Related Party Noncurrent | 0 | 2,264 |
Debt Current | 0 | 0 |
Debt Noncurrent | $ 0 | $ 0 |
Notes Payable 37 [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 | 8,720,067 | 9,009,739 |
Unamortized Discount | 88,540 | 298,892 |
Carrying Amount At Period End | 8,631,527 | 8,710,847 |
Debt Related Party Current | 2,444,194 | 2,446,919 |
Debt Related Party Noncurrent | 0 | 3,571 |
Debt Current | 6,187,333 | 6,037,135 |
Debt Noncurrent | $ 0 | $ 223,222 |
Notes Payable 1 [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 |
CONVERTIBLE NOTES AND NOTES P_4
CONVERTIBLE NOTES AND NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Series D Preferred Stock Member | ||
Amount Converted Into Shares | $ 215,000 | |
Coversion Of Shares | 143 | |
Coversion Of Shares | 200,000 | |
Accrued Interest | $ 66,126 | |
Common Stock One [Member] | ||
Amount Converted Into Shares | $ 60,650 | $ 419,179 |
Borrowed shares from CEO | 847,262 | |
Coversion Of Shares | 10,847,262 | 34,829,587 |
Accrued Interest | $ 1,946 | |
Accrued liability | $ 11,014 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Liability | $ 6,998,262 | $ 3,769,211 |
Level 1 | ||
Derivative Liability | 0 | 0 |
Level 2 | ||
Derivative Liability | 0 | 0 |
Level 3 | ||
Derivative Liability | $ 6,998,262 | $ 3,769,211 |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
DERIVATIVE LIABILITY | ||
Derivative Liability, Beginning of period | $ 3,769,211 | $ 5,321,395 |
Addition To Derivative Instruments | 0 | 420,214 |
Derivative Liability Extinguished Upon Conversion Of Notes Payable | (199,194) | (666,916) |
Change In Fair Value Of Derivative Liability | 3,428,245 | (1,305,482) |
Derivative Liability, End of period | $ 6,998,262 | $ 3,769,211 |
DERIVATIVE LIABILITY (Details 2
DERIVATIVE LIABILITY (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
DERIVATIVE LIABILITY | ||
Day one loss on valuation | $ 0 | $ 97,861 |
Loss (gain) from the change in fair value of derivative liability | 3,428,245 | (1,403,343) |
Change In Fair Value Of Derivative Liability | $ 3,428,245 | $ (1,305,482) |
DERIVATIVE LIABILITY (Details 3
DERIVATIVE LIABILITY (Details 3) - Remeasurement Date | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected Dividends | 0% | 0% |
Minimum [Member] | ||
Expected Volatility | 184% | 77% |
Risk Free Interest Rate | 0.52% | 0.03% |
Expected Term (in Years) | 3 months | 29 days |
Maximum [Member] | ||
Expected Volatility | 368% | 326% |
Risk Free Interest Rate | 4.73% | 0.73% |
Expected Term (in Years) | 1 year 8 months 1 day | 2 years 6 months 21 days |
Stockholders Equity (Details)
Stockholders Equity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants outstanding, beginning | 125,073 | 125,073 |
Warrants outstanding, ending | 125,073 | 125,073 |
Warrants exercisable | 125,073 | |
Weighted Average excercise price, beginning balance | $ 0.13 | $ 0.13 |
Weighted Average excercise price, Granted | 0 | 0 |
Weighted Average excercise price, Exercised | 0 | 0 |
Weighted Average excercise price, Forfeited | 0 | 0 |
Weighted Average excercise price, ending balance | 0.13 | 0.13 |
Weighted Average excercise price, exercisable | $ 0.13 | $ 0.13 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 22, 2018 | |
Initial commitment, shares issued | 400,000 | ||
Common stock shares issued during the period, shares | 693,877 | ||
Common stock shares issued during the period, value | $ 83,000 | ||
Closing stock price per share | $ 0.01 | ||
Common Stock | |||
Common stock shares issued during the period, shares | 10,000,000 | 34,829,587 | |
Common stock shares issued during the period, value | $ 185,000 | $ 972,882 | |
Convertible note payable and accrued interest converted into common stock | 45,650 | $ 419,179 | |
Series D Preferred Stock Member | |||
Amount Converted Into Shares | $ 215,000 | ||
Coversion Of Shares | 200,000 | ||
Accrued Interest | $ 66,126 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 278 | 0 | |
Preferred stock, shares value | $ 0 | $ 0 | |
Preferred stock, shares authorized | 1,000 | 1,000 | |
Series C Preferred Stock Member | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 2,300,000 | 2,300,000 | |
Preferred stock, shares value | $ 2,300 | $ 2,300 | |
Preferred stock, shares authorized | 2,700,000 | 2,700,000 | |
Series B Preferred Stock Member | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 518,750 | 518,750 | |
Preferred stock, shares value | $ 519 | $ 519 | |
Preferred stock, shares authorized | 1,250,000 | 1,250,000 | |
Common Stock Two [Member] | |||
Amount Converted Into Shares | $ 15,000 | ||
Borrowed shares from CEO | 847,262 | ||
Coversion Of Shares | 847,262 | ||
Accrued liability | $ 11,014 | ||
Accrued Interest | $ 1,946 | ||
Preferred Stock, Series D One | |||
Preferred stock, shares issued | 135 | 0 | |
Preferred stock, shares value | $ 270,000 | ||
Preferred Stock, Series D Two | |||
Amount Converted Into Shares | 215,000 | ||
Accrued Interest | $ 66,126 | ||
Preferred stock, shares issued | 143 | 0 | |
Preferred stock, shares value | $ 286,000 |
INCOME TAX (Details)
INCOME TAX (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAX | ||
Statutory federal income tax rate | (21.00%) | (21.00%) |
State income taxes, net of federal benefits | (7.90%) | (7.90%) |
Non-deductible items | 15% | (11.40%) |
Valuation allowance | 13.90% | 40.30% |
Effective income tax rate | 0% | 0% |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
INCOME TAX | ||
Impairment | $ 2,358,860 | $ 2,358,860 |
Accrued Compensation | 1,517,774 | 1,335,457 |
Operating loss carryforwards | 10,809,828 | 10,028,500 |
Gross deferred tax assets | 14,686,462 | 13,722,817 |
Valuation allowance | $ (14,686,462) | $ (13,722,817) |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAX | ||
Change in valuation allowances | $ 960 | $ 1,080 |
Net operating loss carryforwards | $ 20,900 | $ 1,650 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Aug. 15, 2019 | Aug. 08, 2018 | May 28, 2019 | Aug. 22, 2018 | Jun. 26, 2017 | Jul. 19, 2018 | Dec. 31, 2022 | |
Gross proceeds from an equity placement | 8% | ||||||
Gross proceeds from an debt placement | 3% | ||||||
Warrants with an aggregate exercise price equal | 3% | ||||||
Issued warrants to purchase shares of common stock for L2 Capital equity | 56,073 | ||||||
Warrants to purchase shares of common stock for L2 Capital debt | 69,000 | ||||||
Outstanding of warrants to purchase shares of common stock | 125,073 | ||||||
Warrants fair value of based on the Black-Scholes option-pricing model | $ 219 | ||||||
Accrued Interest | $ 51,842 | ||||||
Warrants exercise prices per share maximum | $ 0.25 | ||||||
Repayment of settlement | $ 260,000 | ||||||
Outstanding balance of settlement | 115,000 | ||||||
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 (case number: 2:19-cv-05299-VAP-JPR), asserting that it is the rightful | ||||||
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 | ||||||
Brett M Regal [Member] | |||||||
Settlement amount, total | $ 25,500,000 |
CONSULTING AGREEMENTS (Details
CONSULTING AGREEMENTS (Details Narrative) - Consulting Agreement [Member] - USD ($) | 12 Months Ended | |
Aug. 14, 2018 | Dec. 31, 2022 | |
Share to be issued | 20,000 | |
Common stock shares issued for compensation, value | $ 1,600 | |
Consulting agreement to pay issuing shares of common stock | $ 40,000 |
EMPLOYMENT AGREEMENTS (Details
EMPLOYMENT AGREEMENTS (Details Narrative) - One January Twenty Eleven [Member] - Employment Agreement [Member] - Chief Executive Officer [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Salary received | $ 350,000 |
Car allowance | $ 12,000 |
Employment agreement descriptions | The agreement also provides for bonuses equal to one times his annual salary plus 500,000 shares of common stock for each additional project that generates $25 million or more in revenue to us. Our chief executive officer is entitled to receive severance pay in the lesser amount of three years’ salary or 100% of the remaining salary if the remaining term is less than three years. On September 15, 2017, an addendum was added to the employment agreement stating that effective June 30, 2017, his salary will be increased to $388,220 per year; that he will receive interest at a rate of 8% on his accrued unpaid wages; and that the term of employment agreement is extended for an additional five years. Effective June 9, 2022, we entered into a second addendum to the employment contract. Among other provisions, the addendum extends the employment agreement through December 31, 2025 and increases the annual salary to $454,738 from $388,220 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding rent | $ 74,070 | |
Company Controlled by the CEO | ||
Rent Expense | 120,000 | $ 120,000 |
Outstanding rent | 70,000 | |
Payment of reimbursement amount | 114,814 | 105,201 |
Related Party 1 | ||
Accrued Interest | 1,656,757 | $ 1,435,120 |
Common Stock Two [Member] | ||
Amount Converted Into Shares | $ 15,000 | |
Borrowed shares from CEO | 847,262 | |
Coversion Of Shares | 847,262 | |
Accrued Interest | $ 1,946 | |
Accrued liability | 11,014 | |
Series D Preferred Stock Member | ||
Amount Converted Into Shares | $ 215,000 | |
Coversion Of Shares | 200,000 | |
Accrued Interest | $ 66,126 | |
Series D Preferred Stock Member | CEO | ||
Accrued Interest | 2,043 | |
Working capital | $ 58,000 | |
Preferred shares issued for conversion | 6 | |
Amount of notes converted | $ 10,000 | |
Proceeds from Stock | $ 10,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Preferred Stock, Series D Five | |
Proceeds from shares | $ 582,000 |
Shares issued | shares | 291 |
Preferred Stock, Series D Four | |
Shares issued | shares | 31 |
Amount Converted Into Shares | $ 46,750 |
Accrued Interest | $ 12,670 |
Preferred Stock, Series D Three | |
Shares issued | shares | 500 |
Amount Converted Into Shares | $ 35,303 |
Accrued Interest | $ 964,697 |