Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 30, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | ORIGINCLEAR, INC. | ||
Entity Central Index Key | 1,419,793 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 4,225,016 | ||
Entity Common Stock, Shares Outstanding | 1,058,011,175 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 351,321 | $ 695,295 |
Contracts receivable, less allowance for doubtful accounts of $50,000 and $50,000 respectively | 382,895 | 1,066,223 |
Cost in excess of billing | 47,612 | 16,748 |
Other receivable | 100,000 | |
Work in progress | 86,085 | 95,366 |
Prepaid expenses | 42,128 | 30,477 |
TOTAL CURRENT ASSETS | 910,041 | 2,004,109 |
NET PROPERTY AND EQUIPMENT | 161,912 | 197,257 |
OTHER ASSETS | ||
Other asset | 19,538 | 19,538 |
Goodwill | 682,145 | 487,447 |
Trademark | 4,467 | 4,467 |
Security deposit | 3,500 | 9,650 |
TOTAL OTHER ASSETS | 709,650 | 521,102 |
TOTAL ASSETS | 1,781,603 | 2,722,468 |
Current Liabilities | ||
Accounts payable and other payable | 480,064 | 604,393 |
Accrued expenses | 715,281 | 487,734 |
Billing in excess of cost | 503,718 | |
Customer deposit | 113,950 | 113,950 |
Warrant reserve | 20,000 | 20,000 |
Deferred income | 150,000 | |
Derivative liabilities | 8,702,083 | 9,317,475 |
Convertible promissory notes, net of discount of $591,835 and $161,857, respectively | 1,935,233 | 4,278,315 |
Total Current Liabilities | 11,966,611 | 15,475,585 |
Long Term Liabilities | ||
Convertible promissory notes, net of discount of $11,429 and $0, respectively | 1,613,571 | |
Total Long Term Liabilities | 1,613,571 | |
Total Liabilities | 13,580,182 | 15,475,585 |
Commitments and contingencies | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | ||
Common stock, $0.0001 par value, 2,500,000,000 shares authorized 749,995,940 and 232,588,828 shares issued and outstanding, respectively | 74,999 | 23,258 |
Preferred treasury stock,1000 and 0 shares outstanding, respectively | ||
Additional paid in capital | 51,356,120 | 46,307,448 |
Accumulated other comprehensive loss | (92) | (47) |
Accumulated deficit | (63,229,607) | (59,083,777) |
TOTAL SHAREHOLDERS' DEFICIT | (11,798,579) | (12,753,117) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 1,781,603 | 2,722,468 |
Series A Preferred stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | ||
Series B Preferred stock | ||
SHAREHOLDERS' DEFICIT | ||
Preferred stock value | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 50,000 | $ 50,000 |
Discount on debt | 591,835 | 161,857 |
Net of discount non current | $ 11,429 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 749,995,940 | 232,588,828 |
Common stock, shares outstanding | 749,995,940 | 232,588,828 |
Preferred treasury stock shares outstanding | 1,000 | 0 |
Series A Preferred stock | ||
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series B Preferred stock | ||
Preferred stock, shares issued | 6,666 | 10,000 |
Preferred stock, shares outstanding | 6,666 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Sales | $ 5,071,095 | $ 954,470 |
Cost of Goods Sold | 3,589,165 | 841,903 |
Gross Profit | 1,481,930 | 112,567 |
Operating Expenses | ||
Selling and marketing expenses | 1,849,639 | 2,042,312 |
General and administrative expenses | 2,674,318 | 4,200,200 |
Research and development | 502,209 | 814,014 |
Depreciation and amortization expense | 45,478 | 22,598 |
Total Operating Expenses | 5,071,644 | 7,079,124 |
Loss from Operations | (3,589,714) | (6,966,557) |
OTHER (EXPENSE) INCOME | ||
Other income | 400 | 9,796 |
Gain on sale of asset | 14,318 | |
Fair value of debt financing cost | (210,440) | (143,172) |
Commitment fee | (1,243,148) | (51,697) |
Gain on net change in derivative liability | 1,738,154 | (2,856,917) |
Interest expense | (841,082) | (1,620,837) |
TOTAL OTHER (EXPENSE) INCOME | (556,116) | (4,648,509) |
NET LOSS | $ (4,145,830) | $ (11,615,066) |
BASIC AND DILUTED LOSS PER SHARE ATTRIBUTABLE TO SHAREHOLDERS' | $ (0.01) | $ (0.07) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 436,475,035 | 159,667,650 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) | Total | Preferred stock | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance at Dec. 31, 2014 | $ (7,200,317) | $ 9,975 | $ 40,258,419 | $ (47,468,711) | ||
Beginning balance (shares) at Dec. 31, 2014 | 99,748,172 | |||||
Common stock issuance for conversion of debt | 1,456,973 | $ 6,136 | 1,452,927 | |||
Common stock issuance for conversion of debt (shares) | 61,363,210 | |||||
Common stock issuance of supplemental shares | 51,696 | $ 385 | 51,311 | |||
Common stock issuance of supplemental shares (shares) | 3,857,206 | |||||
Common stock issued for exercise of warrants for cash | 303,681 | $ 684 | 302,997 | |||
Common stock issued for exercise of warrants for cash (shares) | 6,840,291 | |||||
Common stock issued in a private placement for cash | 1,042,050 | $ 3,557 | 1,038,493 | |||
Common stock issued in a private placement for cash (shares) | 35,568,348 | |||||
Common stock issuance for settlement of accounts payable | ||||||
Common stock issued at fair value for services | 1,260,521 | $ 2,521 | 1,258,000 | |||
Common stock issued at fair value for services (shares) | 25,211,601 | |||||
Stock compensation cost | 1,739,620 | 1,739,620 | ||||
Beneficial conversion feature | 26,834 | 26,834 | ||||
Other comprehensive loss | (47) | (47) | ||||
Preferred A shares issued | ||||||
Preferred A shares issued (shares) | 1,000 | |||||
Preferred B shares issued in connection with PWT acquisition | 1,500,000 | $ 1 | 1,499,999 | |||
Preferred B shares issued in connection with PWT acquisition (shares) | 10,000 | |||||
Derivative liability - Preferred B shares | (1,321,152) | (1,321,152) | ||||
Net loss for the year ended | (11,615,066) | (11,615,066) | ||||
Ending balance at Dec. 31, 2015 | (12,753,117) | $ 1 | $ 23,258 | 46,307,448 | (47) | (59,083,777) |
Ending balance (shares) at Dec. 31, 2015 | 11,000 | 232,588,828 | ||||
Common stock issuance for cash | 1,140,717 | $ 11,782 | 1,128,935 | |||
Common stock issuance for cash (shares) | 117,821,672 | |||||
Common stock issuance for conversion of debt | 779,665 | $ 13,581 | 766,084 | |||
Common stock issuance for conversion of debt (shares) | 135,812,528 | |||||
Common stock issuance for settlement of accounts payable | 175,000 | $ 1,891 | 173,109 | |||
Common stock issued for settlement of accounts payable (shares) | 18,910,088 | |||||
Common stock issued at fair value for services | 1,212,103 | $ 11,341 | 1,200,762 | |||
Common stock issued at fair value for services (shares) | 113,407,052 | |||||
Common stock issuance of make good shares | 1,243,148 | $ 11,479 | 1,231,669 | |||
Common stock issuance of make good shares (shares) | 114,785,772 | |||||
Common stock issued for conversion of preferred stock | $ 1,667 | (1,667) | ||||
Common stock issued for conversion of preferred stock (shares) | (3,334) | 16,670,000 | ||||
Stock compensation cost | 533,009 | 533,009 | ||||
Beneficial conversion feature | 16,771 | 16,771 | ||||
Other comprehensive loss | (45) | (45) | ||||
Net loss for the year ended | (4,145,830) | (4,145,830) | ||||
Ending balance at Dec. 31, 2016 | $ (11,798,579) | $ 1 | $ 74,999 | $ 51,356,120 | $ (92) | $ (63,229,607) |
Ending balance (shares) at Dec. 31, 2016 | 7,666 | 749,995,940 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,145,830) | $ (11,615,066) |
Adjustment to reconcile net loss to net cash (used in) operating activities | ||
Depreciation and amortization | 45,478 | 22,598 |
Common stock and warrants issued for services | 1,212,103 | 1,260,521 |
Stock option and warrant compensation expense | 533,009 | 1,739,620 |
Gain on net change in valuation of derivative liability | (1,738,154) | 2,856,917 |
Fair value of debt financing cost | 210,440 | 143,172 |
Debt discount and original issue discount recognized as interest expense | 487,693 | 1,264,938 |
Commitment fee | 1,243,148 | 51,697 |
Gain on sale of asset | (14,318) | |
Change in Assets (Increase) Decrease in: | ||
Contracts receivable | 683,328 | (93,466) |
Cost in excess of billing | (30,864) | 68,811 |
Other receivable | 100,000 | (100,000) |
Prepaid expenses | (11,651) | 16,005 |
Work in progress | 9,281 | (8,243) |
Other asset | (194,698) | 18,097 |
Change in Liabilities Increase (Decrease) in: | ||
Accounts payable | 306,567 | 652,715 |
Accrued expenses | 344,355 | 267,839 |
Billing in excess of cost | (503,718) | 355,117 |
Deferred income | (150,000) | 102,430 |
NET CASH (USED IN) OPERATING ACTIVITIES | (1,599,513) | (3,010,616) |
CASH FLOWS USED FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of asset | 9,100 | |
Cash from acquisition of subsidiary | 451,431 | |
Purchase of fixed assets | (10,133) | (113,688) |
CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (10,133) | 346,843 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible promissory notes | 125,000 | 1,815,000 |
Proceeds for issuance of common stock | 1,140,717 | 1,345,731 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,265,717 | 3,160,731 |
Foreign currency effect on cash flow | (45) | (47) |
NET (DECREASE) INCREASE IN CASH | (343,974) | 496,911 |
CASH BEGINNING OF YEAR | 695,295 | 198,384 |
CASH END OF YEAR | 351,321 | 695,295 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 2,199 | 878 |
Taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||
Conversion of accounts payable into a convertible note | 430,896 | 432,048 |
Beneficial conversion feature on convertible note | 16,771 | |
Common stock issued for supplemental shares | 1,243,148 | 51,696 |
Common stock issued for conversion of debt and accrued interest | 779,665 | 1,456,973 |
Common stock issued for settlement of accounts payable | 175,000 | |
Preferred stock issued for acquisition of PWT | $ 1,500,000 |
Organization and Line of Busine
Organization and Line of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Line of Business [Abstract] | |
ORGANIZATION AND LINE OF BUSINESS | 1. ORGANIZATION AND LINE OF BUSINESS Organization OriginClear, Inc. (the "Company") was incorporated in the state of Nevada on June 1, 2007. The Company, based in Los Angeles, California, began operations on June 1, 2007 to develop and market a renewable oil technology. The Company began its’ planned principle operations in December, 2010, at which time it exited the development stage. In December 2014, the Company formed a wholly owned subsidiary, OriginClear (HK) Company Limited (“OCHK”), formerly OriginOil (HK) Limited, in Hong Kong, China. The Company granted OCHK a master license for the People’s Republic of China. In turn, OCHK is expected to license regional joint ventures for frack and waste treatment. A research and manufacturing center is also planned. As of December 31, 2016, OCHK has limited assets and operations. On October 1, 2015, the Company completed the acquisition of 100% of the total issued and outstanding stock of Progressive Water Treatment, Inc. (“PWT”) and is included in these consolidated financial statements as a wholly owned subsidiary. See Note 3. Line of Business OriginClear is a leading provider of water treatment solutions and the developer of a breakthrough water cleanup technology. The Company’s technology integrates easily with other industry processes and can be embedded into larger systems through licensing and joint ventures. Through the acquisition of Progressive Water Treatment Inc., the Company is primarily engaged in providing water treatment systems and services for a wide variety of applications and component sales. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. During the year ended December 31, 2016, the Company did not generate significant revenue, incurred a net loss of $4,145,830 and used cash in operations of $1,599,513. As of December 31, 2016, the Company had a working capital deficiency of $11,056,570 and a shareholders’ deficit of $11,798,579. These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2016 expressed substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the year ended December 31, 2016, the Company obtained funds from the issuance of convertible note agreements and from sales of its common stock. The Company also generated revenue of $5,071,095 and has standing purchase orders and open invoices with customers which will provide funds for operations. Management believes this funding will continue from its’ current investors and from new investors. Management believes the existing shareholders, the prospective new investors and revenue from operations will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its wholly owned operating subsidiaries, Progressive Water Treatment, Inc., and OriginClear (HK) Company, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our stock options, warrants, convertible notes, and common stock issued for services, among other items. Actual results could differ from these estimates. Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2016, the cash balance in excess of the FDIC limits was $1,327. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Loss per Share Calculations Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2016 and 2015, respectively, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. For the Years Ended 2016 2015 (Loss) to common shareholders (Numerator) $ (4,145,830 ) $ (11,615,066 ) Basic and diluted weighted average number of common shares outstanding denominator 503,413,873 159,667,650 The Company has excluded 129,412,311 stock options, 17,710,925 warrants, and the shares issuable from convertible debt of $4,152,068 and shares issuable from convertible preferred stock for the year ended December 31, 2016 because their impact on the loss per share is anti-dilutive. The Company has excluded 119,404,644 stock options, 23,297,108 warrants, and the shares issuable from convertible debt of $4,440,172 and shares issuable from convertible preferred stock for the for the year ended December 31, 2015 because their impact on the loss per share is anti-dilutive. Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. Revenue Recognition Equipment sales We recognize revenue upon delivery of equipment, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the equipment is transferred to the customer once the last payment is received. We record revenue as goods are shipped, and the equipment has been fully accepted by the customer. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have a purchase agreement signed by the customer with a payment arrangement. Percentage of completion Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35 – “ Accounting for Performance of Construction-Type and Certain Production Type Contracts”. The asset “Costs in excess of billings” represents revenues recognized in excess of amounts billed on contracts in progress. The liability “Billings in excess of costs” represents billings in excess of revenues recognized on contracts in progress. Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying balance sheets, as they will be liquidated in the normal course of the contract completion. The cost in excess of billings for the years ending December 31, 2016 and 2015, were $47,612 and $16,748, respectively. The billing in excess of cost was for the years ending December 31, 2016 and 2015, was $0 and $503,718, respectively. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Contract Receivable The Company bills its customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company maintains an allowance for doubtful accounts for estimated losses that may arise if any customer is unable to make required payments. Management performs a quantitative and qualitative review of the receivables past due from customers on a monthly basis. The Company records an allowance against uncollectible items for each customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote. The allowance for doubtful accounts was approximately $50,000 as of December 31, 2016 and 2015, respectively. The net contract receivable balance was $382,895 and $1,066,223 at December 31, 2016 and 2015, respectively. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2016 and 2015, and determined there was no impairment of indefinite lived intangibles and goodwill. Research and Development Research and development costs are expensed as incurred. Total research and development costs were $502,209 and $814,014 for the years ended December 31, 2016 and 2015, respectively. Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $189,429 and $164,463 for the years ended December 31, 2016 and 2015, respectively. Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Black-Scholes-Merton option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2016, the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2016 and 2015. Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2016 $ 8,702,083 $ - $ - $ 8,702,083 Derivative Liability, December 31, 2015 $ 9,317,475 $ - $ - $ 9,317,475 The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value: Balance as of January 1, 2015 $ 4,052,401 Fair Value of derivative liabilities issued 2,408,157 Loss on conversion of debt and change in derivative liability 2,856,917 Balance as of December 31, 2015 $ 9,317,475 Fair Value of derivative liabilities issued 1,122,762 Gain on conversion of debt and change in derivative liability (1,738,154 ) Balance as of December 31, 2016 $ 8,702,083 For purpose of determining the fair market value of the derivative liability, the Company used Binomial lattice formula valuation model. The significant assumptions used in the Binomial lattice formula valuation of the derivative are as follows: 12/31/2016 12/31/2015 Risk free interest rate .01% - 1.02 % .14% - 1.31 % Stock volatility factor 4.72% - 189.09 % 35.80% - 103.83 % Weighted average expected option life 6 months - 5 years 6 months - 2.75 year Expected dividend yield None None Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In March 2016, the FASB issued ASU No. 2016-9, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. Management reviewed currently issued pronouncements during the year ended December 31, 2016, and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Abstract] | |
BUSINESS ACQUISITION | 3. BUSINESS ACQUISITION On October 1, 2015, the Company acquired 100% of the issued and outstanding stock of Progressive Water Treatment, Inc. (PWT) for a convertible promissory note in the principle amount of $1,500,000. The acquisition was accounted for under ASC 805. PWT is engaged in providing water treatment systems and services for a wide variety of applications and component sales. The acquisition is designed to enhance our services in water treatment. PWT became a wholly-owned subsidiary of the Company. The Company acquired PWT through the transfer of all issued and outstanding shares of PWT in exchange (the “Exchange”) for 10,000 shares of a new series of preferred stock, the Series B Preferred Stock, filed with the State of Nevada by the Company on October 1, 2015. Each share of Series B Preferred Stock has a stated value of $150 per share and is convertible into shares of the Company’s common stock at a conversion price of $0.03 per share, including a makegood provision at $0.01 per share, which may be converted to the Company’s common stock in three annual increments beginning 12 months from closing. The conversion price is subject to adjustment in the case of reverse splits, stock dividends, reclassifications and the like. In addition, the conversion price is subject to certain full ratchet anti-dilution protection. The Series B Preferred Stock is entitled to vote with holders of the Company’s common stock on all corporate actions, including the election of the Company’s directors. The holders of the Series B Preferred Stock are entitled to cast one vote for each share of Series B Preferred Stock owned. This brief description of the Certificate of Designation is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Certificate of Designation as attached to this Current Report on as Exhibit 3.8. The acquisition was accounted for under ASC 805. PWT is engaged in providing water treatment systems and services for a wide variety of applications and component sales. The acquisition is designed to enhance our services in water treatment. PWT became a wholly-owned subsidiary of the Company. Under the purchase method of accounting, the transactions were valued for accounting purposes at $1,500,000, which was the fair value of PWT at the time of acquisition. The assets and liabilities of PWT were recorded at their respective fair values as of the date of acquisition. Since, the Company determined there were no other separately identifiable intangible assets, any difference between the cost of the acquired entity and the fair value of the assets acquired and liabilities assumed is recorded as goodwill. The acquisition date estimated fair value of the consideration transferred consisted of the following: 12/31/2016 12/31/2015 Convertible promissory note $ 1,500,000 $ 1,500,000 Total purchase price $ 1,500,000 $ 1,500,000 Tangible assets acquired $ 1,549,700 $ 1,549,700 Liabilities assumed (731,845 ) (537,147 ) $ 817,855 $ 1,012,553 Goodwill 682,145 487,447 Total purchase price $ 1,500,000 $ 1,500,000 As of December 31, 2016, the Company has not identified any intangible assets other than goodwill. The above fair value of the intangible assets of PWT is based on a final purchase price allocation prepared by management. Any adjustments after the preliminary purchase price allocation period, will be recorded as adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of PWT had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Year Ended Total Revenues $ 4,999,834 Net Income (Loss) $ (11,545,002 ) Basic and Diluted Net Income (Loss) Per Common Share $ (0.07 ) |
Property & Equipment
Property & Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property & Equipment [Abstract] | |
PROPERTY & EQUIPMENT | 4. PROPERTY & EQUIPMENT Property and Equipment consists of the following as of December 31, 2016 and 2015: 2016 2015 Machinery & equipment $ 164,904 155,019 Furniture & fixtures 27,452 27,452 Computer equipment 53,842 53,594 Vehicles 31,358 31,358 Leasehold improvements 26,725 121,639 304,281 389,062 Less accumulated depreciation and amortization (142,369 ) (191,805 ) $ 161,912 197,257 During the years ended December 31, 2016 and 2015, depreciation and amortization expense was $45,478 and $22,598, respectively. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Capital Stock [Abstract] | |
CAPITAL STOCK | 5. CAPITAL STOCK Preferred Stock On April 10, 2015, the Corporation filed a Certificate of Designation for its Series A Preferred Stock with the Secretary of State of Nevada (the “Old Series A Certificate of Designation”) designating 1, 000 shares of its authorized preferred stock as Series A Preferred Stock, par value $0.0001 per share. On July 9, 2015, the 1,000 shares of Old Series A Preferred Stock issued to T. Riggs Eckelberry were automatically redeemed by the Corporation, and there are no shares of Old Series A Preferred Stock outstanding. The Board of Directors approved the cancellation of the Old Series A Shares and withdrawal of the Old Series A Certificate of Designation. On July 31, 2015, the Board of Directors of the Company adopted a Certificate of Designation establishing the rights, preferences, privileges and other terms of Series B Preferred Stock, par value $0.0001 per share which will consist of 10,000 shares (the “Series B Preferred Stock”). On October 1, 2015, the Company filed the Certificate of Designation for the Series B Preferred Stock with the Secretary of State of Nevada and Series B Shares were issued to the shareholders of Progressive Water Treatment, Inc. in connection with the share exchange agreement. One third (1/3) of the shares received by the holder may be converted into common stock beginning one (1) year after the first date on which a share of Series B Preferred Stock was issued (the “Original Issue Date); one third (1/3) may be converted beginning two (2) years after the original issue date; and the remaining one third (1/3) may be converted beginning three years after the original issue date. The number of shares of common stock issuable for each share of converted Series B Preferred Stock shall be calculated by dividing the stated value by the market price, the market price shall be the average of the closing trade prices of the twenty-five (25) days prior to the date of the conversion notice. On August 12, 2016, the agreement was amended to include make-good-shares. The conversion price set forth in Section 1.2 of the agreement shall be adjusted to reflect the lower of $0.03 or the price of the Company’s Common Stock calculated using the average closing prices of the Company’s Common Stock on the last three (3) trading days prior to the date of conversion, provided, however, if the Average Closing Price is less than $0.01 per share, the adjusted conversion price shall be $0.01 per share. See Note 3. The Series B Preferred Stock has redemption features that are redeemable solely at the option of the Company. Each share of Series B Preferred Stock has a stated value of $150 per share and is convertible into shares of the Company’s common stock at a conversion price of $0.03 per share, which may be converted to the Company’s common stock in three annual increments beginning 12 months from closing. The conversion price is subject to adjustment in the case of reverse splits, stock dividends, reclassifications and the like. In addition, the conversion price is subject to certain full ratchet anti-dilution protection. Accordingly, the preferred stock is valued under the provision of ASC Topic 815, Derivatives and Hedging, because the conversion feature of the preferred stock was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The Series B Preferred Stock shall have the rights, preferences and privileges as set forth in the exchange agreement. During the year ended December 31, 2016, the Company issued 16,670,000 shares of common stock upon conversion of 3,334 shares of preferred stock at a price of $0.03 per share, plus 33,340,000 make good shares at a price of $0.01 per share. On September 29, 2015, the Board of Directors of OriginClear, Inc. (the “Company”) adopted a Certificate of Designation establishing the rights, preferences, privileges and other terms of Series A Preferred Stock, par value $0.0001 per share, (“New Series A Preferred Stock”) providing for supermajority voting rights to holders of New Series A Preferred Stock. The Board believes that it is in the best interest of the stockholders of the Corporation that the New Series A Preferred Stock be issued to the Company’s Chief Executive Officer and Director, T. Riggs Eckelberry. Upon filing of the New Series A Preferred Stock Certificate of Designation in accordance with the provisions of Nevada law, the Board authorized the Corporation to issue 1,000 shares of New Series A Preferred Stock to Mr. Eckelberry. Common Stock Year ended December 31, 2016 The Company issued 117,821,672 shares of common stock through a private placement at a price of $0.01 per share for cash in the amount of $1,140,717. The Company issued 135,812,528 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $669,000, plus interest in the amount of $110,665, based upon conversion prices of $0.00975 up to $0.035. The Company issued 18,910,088 shares of common stock for the settlement of accounts payable with a fair value of $175,000. The Company issued 81,445,772 shares of common stock for supplemental shares based on an agreement entered into with the subscribers of the original subscription agreement. Under the terms of the supplemental agreement, if at any time within eighteen (18) months following the issuance of shares to the subscriber (the “Adjustment Period”) the market price (as defined below) of the Company's common stock is less than the price per share, then the price per share shall be reduced one time to the market price (the "Adjusted Price") such that the Company shall promptly issue additional shares of the Company's common stock to the Subscriber for no additional consideration, in an amount sufficient that the aggregate purchase price, when divided by the total number of shares purchased thereunder plus those shares of common stock issued as a result of the dilutive Issuance will equal the adjusted price. For the purposes hereof: the ''Market Price" shall mean the average closing price of the Company's common stock for any ten (10) consecutive trading days during the Adjustment Period. The Company issued 113,407,052 shares of common stock for services at fair value of $1,212,103. Year ended December 31, 2015 The Company issued 35,568,348 shares of common stock through a private placement at a price of $0.03 per share for cash in the amount of $1,042,050. The Company issued 6,840,291 shares of common stock for exercise of the purchase warrants in the amount of 6,840,291 for prices ranging from $0.02 to $0.05 per share for cash in the amount of $303,681. The Company issued 49,163,259 shares of common stock for the settlement of convertible promissory notes in an aggregate principal in the amount of $965,000, plus interest in the amount of $108,442, based upon conversion prices of $0.00975 up to $0.14. The Company issued 12,199,951 shares of common stock for the settlement of accounts payable with a fair value of $383, 531. The Company issued 3,857,206 shares of common stock for supplemental shares based on an agreement entered into with the subscribers of the original subscription agreement. Under the terms of the supplemental agreement, if at any time within eighteen (18) months following the issuance of shares to the subscriber (the “Adjustment Period”) the market price (as defined below) of the Company's common stock is less than the price per share, then the price per share shall be reduced one time to the market price (the "Adjusted Price") such that the Company shall promptly issue additional shares of the Company's common stock to the Subscriber for no additional consideration, in an amount sufficient that the aggregate purchase price, when divided by the total number of shares purchased thereunder plus those shares of common stock issued as a result of the dilutive Issuance will equal the adjusted price. For the purposes hereof: the ''Market Price" shall mean the average closing price of the Company's common stock for any ten (10) consecutive trading days during the Adjustment Period. The Company issued 25,211,601 shares of common stock for services at fair value of $1,260,521. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Promissory Notes [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 6. CONVERTIBLE PROMISSORY NOTES Convertible promissory notes payable consist of the following as of December 31, 2016 and 2015: 2016 2015 Convertible Promissory Notes $ 3,280,000 $ 3,735,000 OID Notes 184,125 273,125 Convertible Note 687,943 432,047 Total Notes 4,152,068 4,440,172 Debt Discount (603,264 ) (161,857 ) $ 3,548,804 $ 4,278,315 On various dates the Company entered into unsecured convertible Notes (the “Convertible Promissory Notes” or “Notes”), that mature between six and sixty months from the date of issuance and bear interest at 10% per annum. The Notes mature on various dates through March 17, 2021. The Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $0.02 to $0.18 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the Notes. The Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default, the Notes shall become immediately due and payable at the mandatory default amount. The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. In addition, for as long as the Notes or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the Notes or such other convertible notes or a term was not similarly provided to the purchaser of the Notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the Notes and such other convertible notes. The conversion feature of the Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Notes. During the year ended December 31, 2016, the Company issued 125,341,939 shares of common stock upon conversion of $580,000 in aggregate principal, plus accrued interest of $110,665. As of December 31, 2016, the Notes had an aggregate remaining balance of $1,955,000. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $1,691 during the year ended December 31, 2016. On February 24, 2015, the OID Notes with an aggregate remaining principle balance of $273,124, plus accrued interest of $13,334 were amended. The Notes are unsecured convertible promissory notes (the “OID Notes”), that included an original issue discount and one time interest, which has been fully amortized. The OID Notes were extended and matured on various dates through September 19, 2014. On each maturity date, each note was extended one year from its maturity date through September 19, 2015. On February 24, 2015, the Notes were amended and had a maturity date of December 31, 2015. The Notes were extended through April 2020. The Notes were analyzed under ASC 470 (Extinguishment & Modification of debt) to determine if there was a 10% change between the fair value of the embedded conversion option immediately before and after the modification or exchange. The change of the fair value of the conversion feature was greater than 10% of the carrying value of the debt. As a result, in accordance with ASC 470-50, the Company deemed the terms of the amendment to be substantially different and treated the convertible note as an extinguishment. The OID Notes were convertible into shares of the Company’s common stock at a conversion price initially of $0.4375. After the amendment the conversion price changed to the lesser of $0.08 per share, or b) fifty percent (50%) of the lowest trade price of common stock recorded since the original effective date of this note, or c) the lowest effective price per share granted to any person or entity after the effective date. On May 19, 2015, a holder of a note with a more favorable term converted a note at a price of $0.02, which became part of this note due to the reset provision mentioned above. The conversion feature of the notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the notes. During the year ended December 31, 2016, the Company issued 10,470,588 shares of common stock upon partial conversion of principal in the amount of $89,000, leaving a remaining balance of $184,124. The Company entered into various, unsecured convertible Notes (the “Convertible Promissory Notes” or “Notes”), for an aggregate amount of $1,900,000 on various dates ending on May 19, 2016. As of December 31, 2016, the Company has received tranches in the aggregate of $1,325,000. The notes matured between nine and sixty months from the date of each tranche and bears interest at 10% per annum. The Notes were extended and mature on various dates ending on May 17, 2021. The Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $0.02 to $0.18 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the Notes. The Notes include customary default provisions related to payment of principal and interest and bankruptcy or creditor assignment. In the event of default, the Notes shall become immediately due and payable at the mandatory default amount. The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. In addition, for as long as the Notes or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the Notes or such other convertible notes or a term was not similarly provided to the purchaser of the Notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the Notes and such other convertible notes. The conversion feature of the Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Notes. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $108,550 during the year ended December 31, 2016. On September 30, 2015, the Company issued a convertible note in exchange for an accounts payable in the amount of $432,048, which could be converted into shares of the Company’s common stock after December 31, 2015. The note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. The note did not meet the criteria of a derivative, and was accounted for as a beneficial conversion feature, which was amortized over the life of the note and recognized as interest expense in the financial statements. On January 1, 2016, the note meet the criteria of a derivative and was accounted for under ASC 815. The note has zero stated interest rate, and the conversion price shall be equal to 75% of the average three lowest last sale prices traded during the 25 trading days immediately prior to conversion. On February 12, 2016, the Company issued 18,910,088 shares of commons stock upon conversion of $175,000 in principal, leaving a remaining balance of $257,048. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $216,024 during the year ended December 31, 2016. On March 31, 2016, the Company issued a convertible note in exchange for an accounts payable in the amount of $430,896, which could be converted into shares of the Company’s common stock after September 15, 2016. The note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. On September 15, 2016, the note met the criteria of a derivative and was accounted for under ASC 815. The note has zero stated interest rate, and the conversion price shall be equal to 75% of the average three lowest last sale prices traded during the 25 trading days immediately prior to conversion. The note did not meet the criteria of a derivative at the time it was entered into and was accounted for as a beneficial conversion feature, which was amortized over the life of the note and recognized as interest expense in the financial statements. The conversion feature of the Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion feature of the Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $161,428 during the year ended December 31, 2016. We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations. The derivative liability recognized in the financial statements as of December 31, 2016 was $8,702,083. |
Options and Warrants
Options and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Options and Warrants [Abstract] | |
OPTIONS AND WARRANTS | 7. OPTIONS AND WARRANTS Options The Board of Directors adopted the OriginOil, Inc., 2009 Incentive Stock Option Plan (the “2009 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for Five Hundred Thousand (500,000) shares of Common Stock. On May 25, 2012, the Board of Directors adopted a new OriginOil, Inc., 2012 Incentive Stock Option Plan (the “2012 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for One Million (1,000,000) shares of Common Stock. Options granted under these Plans may be either incentive options or nonqualified options and shall be administered by the Company's Board. Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. Notwithstanding any other provision of the Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the tenth (10th) anniversary from the effective date of grant. On June 14, 2013, the Board of Directors adopted a new OriginOil, Inc., 2013 Incentive Stock Option Plan (the “2013 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for Four Million (4,000,000) shares of Common Stock. Options granted under the Plan may be either incentive options or nonqualified options and shall be administered by the Company's Board. Each Option shall state the number of shares to which it pertains. The exercise price will be determined by the holders percentage owned as follows: If the holder owns more than 10% of the total combined voting power or value of all classes of stock of the Company, then the exercise price will be no less than 110% of the fair market value of the stock as of the date of grant; if the person is not a 10% holder, then the exercise price will be no less than 100% of the fair market value of the stock as of the date of grant. Notwithstanding any other provision of the 2013 Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the tenth (10th) anniversary from the date of grant. If the status of an employee terminates for any reason other than disability or death, then the Optionee or their representative shall have the right to exercise the portion of any Options which were exercisable as of the date of such termination, in whole or in part, not less than 30 days nor more than three (3) months after such termination. On September 29, 2015, the Board of Directors adopted a new OriginClear, Inc., 2015 Equity Incentive Stock Option Plan (the “2015 Plan”) for the purposes of granting stock options to its employees and others providing services to the Company, which reserves and sets aside for the granting of options for One Hundred Sixteen Million Fifty Thousand (116,050,000) shares of Common Stock. On October 2, 2015, the Board of Directors amended the number of shares to reserve for issuance to 160,000,000 shares. Options granted under these Plans may be either incentive options or nonqualified options and shall be administered by the Company's Board. Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. Notwithstanding any other provision of the Plan or of any option agreement, each Option shall expire on the date specified in the option agreement, which date shall not be later than the fifth (5th) anniversary from the effective date of grant. During the year ended December 31, 2016, the Company granted 1,500,000 shares of incentive stock options to employees, and 15,000,000 shares of non-statutory options to consultants. Each option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective option agreements may provide. The stock options mature on March 29, 2021 and October 17, 2021, at prices of $0.0084 and $0.0375. With respect to Non-Statutory Options granted to employees, directors or consultants, the Board or Committee may specify such period for exercise that the Option shall automatically terminate following the termination of employment or services as to shares covered by the Option as the Board or Committee deems reasonable and appropriate. A summary of the Company’s stock option activity and related information follows: December 31, 2016 December 31, 2015 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning of year 119,404,644 $ 0.050 4,404,643 $ 0.43 Granted 16,500,000 $ 0.009 116,050,000 $ 0.04 Exercised - $ - - $ - Forfeited/Expired (6,492,333 ) $ 0.070 (1,049,999 ) $ 0.41 Outstanding, end of year 129,412,311 $ 0.043 119,404,644 $ 0.05 Exercisable at the end of year 91,880,144 $ 0.049 73,609,937 $ 0.05 Weighted average fair value of options granted during the year $ 0.009 $ 0.04 The weighted average remaining contractual life of options outstanding issued under the 2009 Plan, 2012 Plan, and 2013 Plan as of December 31, 2016 was as follows: Weighted Average Stock Stock Remaining Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) $ 0.19 - 4.20 1,829,645 1,626,520 5.59 - 7.77 $ 0.29 - 0.44 1,132,666 920,291 6.71 $ 0.04 126,450,000 89,333,333 3.77 - 4.80 129,412,311 91,880,144 Stock-based compensation expense recognized during the year is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. Stock-based compensation expense recognized in the financial statements of operations during the years ended December 31, 2016 and 2015 were $533,009 and $1,739,620, respectively. Restricted Stock to CEO On May 12, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with its Chief Executive Officer, Riggs Eckelberry, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance based shares and none have yet vested nor have any been issued. The RSGAs provides for the issuance of up to 60,000,000 shares of the Company’s common stock to the Employees provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 30,000,000 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), On August 10, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with its Chief Executive Officer, Riggs Eckelberry, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance based shares and none have yet vested nor have any been issued. The RSGA provides for the issuance of up to 60,000,000 shares of the Company’s common stock to the CEO provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue up to 30,000,000 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), Restricted Stock to Employees and Consultants On May 12, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with an employee, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance based shares and none have yet vested nor have any been issued. The RSGAs provides for the issuance of up to 30,000,000 shares of the Company’s common stock to the Employees provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 15,000,000 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), On May 12, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with an employee, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance based shares and none have yet vested nor have any been issued. The RSGAs provides for the issuance of up to 20,000,000 shares of the Company’s common stock to the Employees provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to 10,000,000 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), On August 10, 2016, the Company entered into a Restricted Stock Grant Agreement (“the RSGA”) with two of its’ consultants, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGA are performance based shares and none have yet vested nor have any been issued. The RSGA provides to each of the consultants the issuance of up to 10,000,000 shares of the Company’s common stock provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue to each of the consultants up to 5,000,000 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), Warrants During the year ended December 31, 2016, no warrants were issued by the Company. A summary of the Company’s warrant activity and related information follows for the years ended December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Weighted Weighted Number average Number average of exercise of exercise Warrants price Warrants price Outstanding -beginning of year 23,297,108 $ 0.21 30,946,563 $ 0.27 Granted - $ - - $ - Exercised - $ - (4,923,624 ) $ 0.15 Forfeited (5,586,183 ) $ 0.16 (2,725,831 ) $ 0.68 Outstanding - end of year 17,710,925 $ 0.18 23,297,108 $ 0.21 At December 31, 2016, the weighted average remaining contractual life of warrants outstanding: Weighted Average Remaining Exercisable Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) $ 0.15 - 0.65 16,769,233 16,769,233 0.49 - 1.45 $ 0.25 - 1.75 100,000 100,000 5.88 $ 0.90 841,692 841,692 0.32 - 1.72 17,710,925 17,710,925 At December 31, 2016, the aggregate intrinsic value of the warrants outstanding was $17,710,925. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | 8. INCOME TAXES The Company files income tax returns in the U.S. Federal jurisdiction, and the state of California. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2013. Deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Included in the balance at December 31, 2016 and 2015, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company's policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2016 and 2015, the Company did not recognize interest and penalties. At December 31, 2016, the Company had net operating loss carry-forwards of approximately $31,163,800, which expire at dates that have not been determined. No tax benefit has been reported in the December 31, 2016 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate to pretax income from continuing operations for the years ended December 31, 2016 and 2015 due to the following: 2016 2015 Book loss $ (1,658,300 ) $ (4,646,020 ) Tax to book differences for deductible expenses (16,300 ) 21,920 Tax non deductible expenses 919,200 2,926,750 Valuation Allowance 755,400 1,697,350 Income tax expense $ - $ - Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax liabilities consist of the following components as of December 31, 2016 2015 Deferred tax assets: NOL carryover $ 12,465,500 $ 11,838,190 Other carryovers 379,100 757,030 Deferred tax liabilites: Depreciation (24,600 ) 830 Less Valuation Allowance (12,820,000 ) (12,596,050 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. |
Foreign Subsidiary
Foreign Subsidiary | 12 Months Ended |
Dec. 31, 2016 | |
Foreign Subsidiary [Abstract] | |
FOREIGN SUBSIDIARY | 9. FOREIGN SUBSIDIARY On December 31, 2014, the Company formed a wholly owned subsidiary, OriginClear (HK) Limited (“OCHK”), in Hong Kong, China. The Company granted OCHK a master license for the People’s Republic of China. In turn, OCHK is expected to license regional joint ventures for frack and waste treatment. A research and manufacturing center are also planned. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Operating Lease The Company entered into an agreement for office space located in Los Angeles, California for an initial term starting from May 1, 2016 to July 31, 2016. The term automatically renewed for successive periods until terminated in accordance with the agreement. Operating Lease – Related Party The Company entered into a month-to-month lease agreement with a shareholder of the Company for office space in McKinney, Texas at a base rent of $4,850 per month. Warranty Reserve Generally, a PWT project is guaranteed against defects in material and workmanship for one year from the date of completion, while certain areas of construction and materials may have guarantees extending beyond one year. The Company has various insurance policies relating to the guarantee of completed work, which in the opinion of management will adequately cover any potential claims. A warranty reserve has been provided under PWT based on the opinion of management and based on Company history in the amount of $20,000 for the year ending December 31, 2016. Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not party to any such legal proceedings that believes will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2016 | |
Concentrations [Abstract] | |
CONCENTRATIONS | 11. CONCENTRATIONS Major Customers PWT had two major customers for the year ended December 31, 2016. The customers represented 58.74% of billings for the year ending December 31, 2016. The contract receivable balance for the customers was $172,589 at December 31, 2016. PWT had three major customers for the three months ending December 31, 2015. The customers represented 72.6% of billings for the three months ending December 31, 2015. The contract receivable balance for the customers was $810,093 at December 31, 2015. Major Suppliers PWT had four major vendors for the year ended December 31, 2016. The vendors represented 59.79% of total expenses in the year ending December 31, 2016. The accounts payable balance due to the vendors was $38,554 at December 31, 2016. Management believes no risk is present with the vendors due to other suppliers being readily available. PWT had three major vendors for the three months ending December 31, 2015. The vendors represented 44.3% of total expenses in the three months ending December 31, 2015. The accounts payable balance due to the vendors was $51,643 at December 31, 2015. Management believes no risk is present with the vendors due to other suppliers being readily available. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has determined that there are the following subsequent events: Between January 6, 2017 and March 28, 2017, holders of convertible notes, known in our filings as “Convertible Promissory Notes” converted an aggregate outstanding principal amount of $285,000, plus unpaid interest of $49,212 into an aggregate of 143,284,370 shares of the Company’s common stock. Between January 17, 2017 and March 29, 2017, the Company issued 66,937,500 shares of common stock for services at a fair value of $343,582. In connection with certain one-time make good agreements, between January 31, 2017 and February 28, 2017, the Company issued an aggregate of 7,093,305 shares of its common stock to certain holders of its common stock. Between January 12, 2017 and March 29, 2017, the Company sold, in a private placement, an aggregate of 84,700,000 shares of its common stock to accredited investors for an aggregate consideration of $423,500 (the “Offering”). The shares issued in this Offering are subject to price protection for a period of one year from the issuance of the share, if under certain circumstances, the Company will issue additional shares of common stock of the Company for no additional consideration to the subscribers thereunder. The subscribers agree to the lock-up provision, under which subject to certain terms and conditions therein, the subscribers shall not sell any of their shares of common stock of the Company obtained in this Offering for a period of twelve months. On March 14, 2017, the Company issued 1,000 shares of newly-created Series C Preferred Stock to the Company’s Chief Executive Officer and Director, T. Riggs Eckelberry. On March 29, 2017, the Company issued to two members of the Board of Directors an aggregate of 6,000,000 shares of the Company’s common stock for services in lieu of cash consideration. On March 30, 2017, the Company filed a Certificate of Withdrawal of the Certificate of Designation for its Series A Preferred Stock with the Secretary of State of Nevada following the mutual agreement between the Company and the holder of the Series A Preferred Stock to irrevocably cancel all of the 1,000 shares of Series A Preferred Stock outstanding. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its wholly owned operating subsidiaries, Progressive Water Treatment, Inc., and OriginClear (HK) Company, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Cash and Cash Equivalent | Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our stock options, warrants, convertible notes, and common stock issued for services, among other items. Actual results could differ from these estimates. |
Concentration Risk | Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of December 31, 2016, the cash balance in excess of the FDIC limits was $1,327. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Loss per Share Calculations | Loss per Share Calculations Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2016 and 2015, respectively, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. For the Years Ended 2016 2015 (Loss) to common shareholders (Numerator) $ (4,145,830 ) $ (11,615,066 ) Basic and diluted weighted average number of common shares outstanding denominator 503,413,873 159,667,650 The Company has excluded 129,412,311 stock options, 17,710,925 warrants, and the shares issuable from convertible debt of $4,152,068 and shares issuable from convertible preferred stock for the year ended December 31, 2016 because their impact on the loss per share is anti-dilutive. The Company has excluded 119,404,644 stock options, 23,297,108 warrants, and the shares issuable from convertible debt of $4,440,172 and shares issuable from convertible preferred stock for the for the year ended December 31, 2015 because their impact on the loss per share is anti-dilutive. |
Work-in-Process | Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. |
Revenue Recognition | Revenue Recognition Equipment sales We recognize revenue upon delivery of equipment, provided that evidence of an arrangement exists, title, and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Title to the equipment is transferred to the customer once the last payment is received. We record revenue as goods are shipped, and the equipment has been fully accepted by the customer. Generally, we extend credit to our customers and do not require collateral. We do not ship a product until we have a purchase agreement signed by the customer with a payment arrangement. Percentage of completion Revenues and related costs on construction contracts are recognized using the “percentage of completion method” of accounting in accordance with ASC 605-35 – “ Accounting for Performance of Construction-Type and Certain Production Type Contracts”. The asset “Costs in excess of billings” represents revenues recognized in excess of amounts billed on contracts in progress. The liability “Billings in excess of costs” represents billings in excess of revenues recognized on contracts in progress. Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying balance sheets, as they will be liquidated in the normal course of the contract completion. The cost in excess of billings for the years ending December 31, 2016 and 2015, were $47,612 and $16,748, respectively. The billing in excess of cost was for the years ending December 31, 2016 and 2015, was $0 and $503,718, respectively. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. |
Contract Receivable | Contract Receivable The Company bills its customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company maintains an allowance for doubtful accounts for estimated losses that may arise if any customer is unable to make required payments. Management performs a quantitative and qualitative review of the receivables past due from customers on a monthly basis. The Company records an allowance against uncollectible items for each customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote. The allowance for doubtful accounts was approximately $50,000 as of December 31, 2016 and 2015, respectively. The net contract receivable balance was $382,895 and $1,066,223 at December 31, 2016 and 2015, respectively. |
Indefinite Lived Intangibles and Goodwill Assets | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at December 31, 2016 and 2015, and determined there was no impairment of indefinite lived intangibles and goodwill. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Total research and development costs were $502,209 and $814,014 for the years ended December 31, 2016 and 2015, respectively. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotional materials when incurred. The advertising costs were $189,429 and $164,463 for the years ended December 31, 2016 and 2015, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Black-Scholes-Merton option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2016, the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of December 31, 2016 and 2015. Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2016 $ 8,702,083 $ - $ - $ 8,702,083 Derivative Liability, December 31, 2015 $ 9,317,475 $ - $ - $ 9,317,475 The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value: Balance as of January 1, 2015 $ 4,052,401 Fair Value of derivative liabilities issued 2,408,157 Loss on conversion of debt and change in derivative liability 2,856,917 Balance as of December 31, 2015 $ 9,317,475 Fair Value of derivative liabilities issued 1,122,762 Gain on conversion of debt and change in derivative liability (1,738,154 ) Balance as of December 31, 2016 $ 8,702,083 For purpose of determining the fair market value of the derivative liability, the Company used Binomial lattice formula valuation model. The significant assumptions used in the Binomial lattice formula valuation of the derivative are as follows: 12/31/2016 12/31/2015 Risk free interest rate .01% - 1.02 % .14% - 1.31 % Stock volatility factor 4.72% - 189.09 % 35.80% - 103.83 % Weighted average expected option life 6 months - 5 years 6 months - 2.75 year Expected dividend yield None None |
Segment Reporting | Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In March 2016, the FASB issued ASU No. 2016-9, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. Management reviewed currently issued pronouncements during the year ended December 31, 2016, and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of loss per share anti-dilutive effect | For the Years Ended 2016 2015 (Loss) to common shareholders (Numerator) $ (4,145,830 ) $ (11,615,066 ) Basic and diluted weighted average number of common shares outstanding denominator 503,413,873 159,667,650 |
Schedule of estimated useful life | Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years |
Schedule of fair value of financial instruments | Total (Level 1) (Level 2) (Level 3) Derivative Liability, December 31, 2016 $ 8,702,083 $ - $ - $ 8,702,083 Derivative Liability, December 31, 2015 $ 9,317,475 $ - $ - $ 9,317,475 |
Schedule of reconciliation of the derivative liability for which Level 3 inputs | Balance as of January 1, 2015 $ 4,052,401 Fair Value of derivative liabilities issued 2,408,157 Loss on conversion of debt and change in derivative liability 2,856,917 Balance as of December 31, 2015 $ 9,317,475 Fair Value of derivative liabilities issued 1,122,762 Gain on conversion of debt and change in derivative liability (1,738,154 ) Balance as of December 31, 2016 $ 8,702,083 |
Schedule of fair market value of derivative liability | 12/31/2016 12/31/2015 Risk free interest rate .01% - 1.02 % .14% - 1.31 % Stock volatility factor 4.72% - 189.09 % 35.80% - 103.83 % Weighted average expected option life 6 months - 5 years 6 months - 2.75 year Expected dividend yield None None |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Abstract] | |
Schedule of business acquisitions | 12/31/2016 12/31/2015 Convertible promissory note $ 1,500,000 $ 1,500,000 Total purchase price $ 1,500,000 $ 1,500,000 Tangible assets acquired $ 1,549,700 $ 1,549,700 Liabilities assumed (731,845 ) (537,147 ) $ 817,855 $ 1,012,553 Goodwill 682,145 487,447 Total purchase price $ 1,500,000 $ 1,500,000 |
Schedule of pro forma results | Year Ended Total Revenues $ 4,999,834 Net Income (Loss) $ (11,545,002 ) Basic and Diluted Net Income (Loss) Per Common Share $ (0.07 ) |
Property & Equipment (Tables)
Property & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property & Equipment [Abstract] | |
Summary of property and equipment | 2016 2015 Machinery & equipment $ 164,904 155,019 Furniture & fixtures 27,452 27,452 Computer equipment 53,842 53,594 Vehicles 31,358 31,358 Leasehold improvements 26,725 121,639 304,281 389,062 Less accumulated depreciation and amortization (142,369 ) (191,805 ) $ 161,912 197,257 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Promissory Notes [Abstract] | |
Schedule of convertible promissory notes payable | 2016 2015 Convertible Promissory Notes $ 3,280,000 $ 3,735,000 OID Notes 184,125 273,125 Convertible Note 687,943 432,047 Total Notes 4,152,068 4,440,172 Debt Discount (603,264 ) (161,857 ) $ 3,548,804 $ 4,278,315 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Options and Warrants [Abstract] | |
Schedule of company's stock option activity and related information | December 31, 2016 December 31, 2015 Weighted Weighted Number average Number average of exercise of exercise Options price Options price Outstanding, beginning of year 119,404,644 $ 0.050 4,404,643 $ 0.43 Granted 16,500,000 $ 0.009 116,050,000 $ 0.04 Exercised - $ - - $ - Forfeited/Expired (6,492,333 ) $ 0.070 (1,049,999 ) $ 0.41 Outstanding, end of year 129,412,311 $ 0.043 119,404,644 $ 0.05 Exercisable at the end of year 91,880,144 $ 0.049 73,609,937 $ 0.05 Weighted average fair value of options granted during the year $ 0.009 $ 0.04 |
Schedule of weighted average remaining contractual life of options outstanding issued under 2009 plan, 2012 plan, and 2013 plan | Weighted Average Stock Stock Remaining Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) $ 0.19 - 4.20 1,829,645 1,626,520 5.59 - 7.77 $ 0.29 - 0.44 1,132,666 920,291 6.71 $ 0.04 126,450,000 89,333,333 3.77 - 4.80 129,412,311 91,880,144 |
Schedule of company's warrant activity and related information | December 31, 2016 December 31, 2015 Weighted Weighted Number average Number average of exercise of exercise Warrants price Warrants price Outstanding -beginning of year 23,297,108 $ 0.21 30,946,563 $ 0.27 Granted - $ - - $ - Exercised - $ - (4,923,624 ) $ 0.15 Forfeited (5,586,183 ) $ 0.16 (2,725,831 ) $ 0.68 Outstanding - end of year 17,710,925 $ 0.18 23,297,108 $ 0.21 |
Schedule of weighted average remaining contractual life of warrants outstanding | Weighted Average Remaining Exercisable Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) $ 0.15 - 0.65 16,769,233 16,769,233 0.49 - 1.45 $ 0.25 - 1.75 100,000 100,000 5.88 $ 0.90 841,692 841,692 0.32 - 1.72 17,710,925 17,710,925 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of income tax provision | 2016 2015 Book loss $ (1,658,300 ) $ (4,646,020 ) Tax to book differences for deductible expenses (16,300 ) 21,920 Tax non deductible expenses 919,200 2,926,750 Valuation Allowance 755,400 1,697,350 Income tax expense $ - $ - |
Schedule of deferred tax assets and liabilities | 2016 2015 Deferred tax assets: NOL carryover $ 12,465,500 $ 11,838,190 Other carryovers 379,100 757,030 Deferred tax liabilites: Depreciation (24,600 ) 830 Less Valuation Allowance (12,820,000 ) (12,596,050 ) Net deferred tax asset $ - $ - |
Organization and Line of Busi26
Organization and Line of Business (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Oct. 01, 2015 | Dec. 31, 2014 | |
Organization and Line of Business (Textual) | ||||
Net loss | $ (4,145,830) | $ (11,615,066) | ||
Net cash used in operating activities | (1,599,513) | (3,010,616) | ||
Working capital deficiency | 11,056,570 | |||
Shareholders' deficit | (11,798,579) | (12,753,117) | $ (7,200,317) | |
Revenue | $ 5,071,095 | $ 954,470 | ||
Progressive Water Treatment, Inc.[Member] | ||||
Organization and Line of Business (Textual) | ||||
Percentage of stock issued and outstanding acquired | 100.00% |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Loss Per Share Anti-Dilutive Effect [Abstract] | ||
(Loss) to common shareholders (Numerator) | $ (4,145,830) | $ (11,615,066) |
Basic and diluted weighted average number of common shares outstanding denominator | 436,475,035 | 159,667,650 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2016 | |
Machinery and equipment [Member] | Minimum [Member] | |
Schedule of Estimated Useful Life [Abstract] | |
Estimated Life | 5 years |
Machinery and equipment [Member] | Maximum [Member] | |
Schedule of Estimated Useful Life [Abstract] | |
Estimated Life | 10 years |
Furniture, fixtures and computer equipment [Member] | Minimum [Member] | |
Schedule of Estimated Useful Life [Abstract] | |
Estimated Life | 5 years |
Furniture, fixtures and computer equipment [Member] | Maximum [Member] | |
Schedule of Estimated Useful Life [Abstract] | |
Estimated Life | 7 years |
Vehicles [Member] | Minimum [Member] | |
Schedule of Estimated Useful Life [Abstract] | |
Estimated Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Schedule of Estimated Useful Life [Abstract] | |
Estimated Life | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Schedule of Estimated Useful Life [Abstract] | |
Estimated Life | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Schedule of Estimated Useful Life [Abstract] | |
Estimated Life | 5 years |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Fair Value of Financial Instruments [Abstract] | ||
Derivative Liability | $ 8,702,083 | $ 9,317,475 |
(Level 1) [Member] | ||
Schedule of Fair Value of Financial Instruments [Abstract] | ||
Derivative Liability | ||
(Level 2) [Member] | ||
Schedule of Fair Value of Financial Instruments [Abstract] | ||
Derivative Liability | ||
(Level 3) [Member] | ||
Schedule of Fair Value of Financial Instruments [Abstract] | ||
Derivative Liability | $ 8,702,083 | $ 9,317,475 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details 3) - Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Reconciliation of Derivative Liability [Abstract] | ||
Beginning balance | $ 9,317,475 | $ 4,052,401,000 |
Fair value of derivative liabilities issued | 1,122,762 | 2,408,157 |
Loss on conversion of debt and change in derivative liability | 2,856,917 | |
Gain on conversion of debt and change in derivative liability | (1,738,154) | |
Ending balance | $ 8,702,083 | $ 9,317,475 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details 4) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Fair Market Value of Derivative Liability [Abstract] | ||
Expected dividend yield | ||
Minimum [Member] | ||
Schedule of Fair Market Value of Derivative Liability [Abstract] | ||
Risk free interest rate | 0.01% | 0.14% |
Stock volatility factor | 4.72% | 35.80% |
Weighted average expected option life | 6 months | 6 months |
Maximum [Member] | ||
Schedule of Fair Market Value of Derivative Liability [Abstract] | ||
Risk free interest rate | 1.02% | 1.31% |
Stock volatility factor | 189.09% | 103.83% |
Weighted average expected option life | 5 years | 2 years 9 months |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)Segmentshares | |
Summary of Significant Accounting Policies (Textual) | ||
Federal deposit insurance amount | $ 1,327 | |
Allowance for doubtful accounts | 50,000 | $ 50,000 |
Contract receivable | 382,895 | 1,066,223 |
Research and development | 502,209 | 814,014 |
Advertising costs | 189,429 | 164,463 |
Cost in excess of billing | 47,612 | 16,748 |
Billing in excess of cost | $ 503,718 | |
Number of segment reporting | Segment | 1 | |
Convertible Debt [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 4,152,068 | 4,440,172 |
Stock Options [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 129,412,311 | 119,404,644 |
Warrants [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Antidilutive securities excluded from computation of earnings per share | shares | 17,710,925 | 23,297,108 |
Business Acquisition (Details)
Business Acquisition (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Business Acquisitions [Abstract] | ||
Convertible promissory note | $ 1,500,000 | $ 1,500,000 |
Total purchase price | 1,500,000 | 1,500,000 |
Tangible assets acquired | 1,549,700 | 1,549,700 |
Liabilities assumed | (731,845) | (537,147) |
Total | 817,855 | 1,012,553 |
Goodwill | 682,145 | 487,447 |
Total purchase price | $ 1,500,000 | $ 1,500,000 |
Business Acquisition (Details 1
Business Acquisition (Details 1) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Schedule of Pro Forma Results [Abstract] | |
Total Revenues | $ 4,999,834 |
Net Income (Loss) | $ (11,545,002) |
Basic and Diluted Net Income (Loss) Per Common Share | $ / shares | $ (0.07) |
Business Acquisition (Details T
Business Acquisition (Details Textual) - USD ($) | Oct. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 |
Business Acquisition (Textual) | ||||
Convertible promissory note, principle amount | $ 1,500,000 | $ 1,500,000 | ||
Purchase price | $ 1,500,000 | $ 1,500,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Series B Preferred Stock [Member] | ||||
Business Acquisition (Textual) | ||||
Conversion price | $ 0.03 | |||
Preferred stock, par value | $ 150 | $ 0.0001 | ||
Progressive Water Treatment, Inc.[Member] | ||||
Business Acquisition (Textual) | ||||
Percentage of issued and outstanding stock | 100.00% | |||
Preferred B shares issued in connection with PWT acquisition (shares) | 10,000 | |||
Preferred stock, par value | $ 0.01 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of Property and Equipment [Abstract] | ||
Property and Equipment, Gross | $ 304,281 | $ 389,062 |
Less accumulated depreciation and amortization | (142,369) | (191,805) |
Property and Equipment, Net | 161,912 | 197,257 |
Machinery & equipment [Member] | ||
Summary of Property and Equipment [Abstract] | ||
Property and Equipment, Gross | 164,904 | 155,019 |
Furniture & fixtures [Member] | ||
Summary of Property and Equipment [Abstract] | ||
Property and Equipment, Gross | 27,452 | 27,452 |
Computer equipment [Member] | ||
Summary of Property and Equipment [Abstract] | ||
Property and Equipment, Gross | 53,842 | 53,594 |
Vehicles [Member] | ||
Summary of Property and Equipment [Abstract] | ||
Property and Equipment, Gross | 31,358 | 31,358 |
Leasehold improvements [Member] | ||
Summary of Property and Equipment [Abstract] | ||
Property and Equipment, Gross | $ 26,725 | $ 121,639 |
Property & Equipment (Details T
Property & Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property & Equipment (Textual) | ||
Depreciation and amortization expense | $ 45,478 | $ 22,598 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | Oct. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 29, 2015 | Jul. 31, 2015 | Jul. 09, 2015 | Apr. 10, 2015 |
Capital Stock (Textual) | |||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Conversion shares exchange to good shares | 12,199,736 | ||||||
Common stock through private placement for cash | $ 1,140,717 | ||||||
Common stock issued in a private placement for cash | $ 1,042,050 | ||||||
Aggregate principal amount | 965,000 | ||||||
Interest amount | 108,442 | ||||||
Common stock issuance for settlement of accounts payable | 175,000 | ||||||
Common stock issued at fair value for services | $ 1,212,103 | 1,260,521 | |||||
Common stock issued for exercise of warrants for cash | $ 303,681 | ||||||
Series A Preferred Stock [Member] | |||||||
Capital Stock (Textual) | |||||||
Preferred stock, shares authorized | 1,000 | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Preferred stock, shares issued | 1,000 | 1,000 | |||||
Old Series A Preferred Stock [Member] | T. Riggs Eckelberry [Member] | |||||||
Capital Stock (Textual) | |||||||
Preferred stock, par value | $ 1,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Capital Stock (Textual) | |||||||
Preferred stock, shares authorized | 10,000 | ||||||
Preferred stock, par value | $ 150 | $ 0.0001 | |||||
Preferred stock, shares issued | 6,666 | 10,000 | |||||
Preferred stock conversion basis description | The Company filed the Certificate of Designation for the Series B Preferred Stock with the Secretary of State of Nevada and Series B Shares were issued to the shareholders of Progressive Water Treatment, Inc. in connection with the share exchange agreement. One third (1/3) of the shares received by the holder may be converted into common stock beginning one (1) year after the first date on which a share of Series B Preferred Stock was issued (the "Original Issue Date); one third (1/3) may be converted beginning two (2) years after the original issue date; and the remaining one third (1/3) may be converted beginning three years after the original issue date. The number of shares of common stock issuable for each share of converted Series B Preferred Stock shall be calculated by dividing the stated value by the market price, the market price shall be the average of the closing trade prices of the twenty-five (25) days prior to the date of the conversion notice. On August 12, 2016, the agreement was amended to include make-good-shares. The conversion price set forth in Section 1.2 of the agreement shall be adjusted to reflect the lower of $0.03 or the price of the Company's Common Stock calculated using the average closing prices of the Company's Common Stock on the last three (3) trading days prior to the date of conversion, provided, however, if the Average Closing Price is less than $0.01 per share, the adjusted conversion price shall be $0.01 per share. | ||||||
Conversion price | $ 0.03 | ||||||
Adjusted conversion price | $ 0.01 | ||||||
Common stock annual increments description | Company's common stock in three annual increments beginning 12 months from closing. | ||||||
New Series A Preferred Stock [Member] | |||||||
Capital Stock (Textual) | |||||||
Preferred stock, par value | $ 0.0001 | ||||||
New Series A Preferred Stock [Member] | T. Riggs Eckelberry [Member] | |||||||
Capital Stock (Textual) | |||||||
Preferred stock, shares issued | 1,000 | ||||||
Maximum [Member] | |||||||
Capital Stock (Textual) | |||||||
Share price | $ 0.05 | ||||||
Minimum [Member] | |||||||
Capital Stock (Textual) | |||||||
Share price | $ 0.02 | ||||||
Common Stock [Member] | |||||||
Capital Stock (Textual) | |||||||
Consecutive trading days | 10 days | 10 days | |||||
Stock upon conversion | 16,670,000 | ||||||
Share price | $ 0.03 | ||||||
Common stock through private placement for cash, shares | 117,821,672 | ||||||
Common stock through private placement for cash | $ 11,782 | ||||||
Common stock through private placement for cash, shares | 35,568,348 | ||||||
Common stock issued in a private placement for cash | $ 3,557 | ||||||
Private placement price per share | $ 0.01 | $ 0.03 | |||||
Common stock for settlement of convertible promissory notes | 135,812,528 | 61,363,210 | |||||
Aggregate principal amount | $ 669,000 | ||||||
Interest amount | 110,665 | ||||||
Common stock issuance for settlement of accounts payable | $ 1,891 | ||||||
Common stock issued for settlement of accounts payable, shares | 18,910,088 | ||||||
Common stock issuance of supplemental shares | 3,857,206 | ||||||
Supplemental agreement terms | Under the terms of the supplemental agreement, if at any time within eighteen (18) months following the issuance of shares | Under the terms of the supplemental agreement, if at any time within eighteen (18) months following the issuance of shares | |||||
Common stock issued for services, shares | 113,407,052 | 25,211,601 | |||||
Common stock issued at fair value for services | $ 11,341 | $ 2,521 | |||||
Common stock issued upon exercise of warrants for cash, shares | 6,840,291 | ||||||
Common stock issued for exercise of warrants for cash | $ 684 | ||||||
Common Stock [Member] | Maximum [Member] | |||||||
Capital Stock (Textual) | |||||||
Conversion price | $ 0.35 | $ 0.14 | |||||
Warrants exercise price | 0.05 | ||||||
Common Stock [Member] | Minimum [Member] | |||||||
Capital Stock (Textual) | |||||||
Conversion price | 0.00975 | 0.00975 | |||||
Warrants exercise price | $ 0.02 | ||||||
Preferred Stock [Member] | |||||||
Capital Stock (Textual) | |||||||
Conversion price | $ 0.03 | ||||||
Stock upon conversion | (3,334) | ||||||
Conversion shares exchange to good shares | 33,340,000 | ||||||
Share price | $ 0.01 | ||||||
Common stock through private placement for cash | |||||||
Common stock issuance for settlement of accounts payable | |||||||
Common stock issued at fair value for services | |||||||
Common stock issued upon exercise of warrants for cash, shares | |||||||
Common stock issued for exercise of warrants for cash |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Total Notes | $ 4,152,068 | $ 4,440,172 |
Debt Discount | (603,264) | (161,857) |
Convertible Promissory Notes | 1,935,233 | 4,278,315 |
Convertible Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes | 3,280,000 | 3,735,000 |
OID Notes [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes | 184,125 | 273,125 |
Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Total Notes | $ 687,943 | $ 432,047 |
Convertible Promissory Notes 40
Convertible Promissory Notes (Details Textual) - USD ($) | Feb. 12, 2016 | Sep. 30, 2015 | Feb. 24, 2015 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | May 19, 2015 |
Short-term Debt [Line Items] | |||||||
Converted an aggregate principal amount | $ 779,665 | $ 1,456,973 | |||||
Derivative liabilities | $ 8,702,083 | $ 9,317,475 | |||||
Conversion into common stock | 12,199,736 | ||||||
Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Share price | $ 0.05 | ||||||
Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Share price | 0.02 | ||||||
Convertible Promissory Notes [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument interest rate | 10.00% | ||||||
Debt instrument, Maturity date | Mar. 17, 2021 | ||||||
Conversion price per share of debt, Description | 50% of the lowest trade price on any trade day following issuance of the Notes. | ||||||
Debt instrument debt default | The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. | ||||||
Converted an aggregate principal amount | $ 580,000 | ||||||
Number of shrares converted into common stock | 125,341,939 | ||||||
Aggregate remaining amount | $ 1,955,000 | ||||||
Recognized interest expense | $ 161,428 | 1,691 | |||||
Accrued interest | $ 110,665 | ||||||
Conversion of accounts payable into a convertible note | $ 430,896 | ||||||
Convertible Promissory Notes [Member] | Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion price of debt | $ 0.18 | ||||||
Convertible Promissory Notes [Member] | Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion price of debt | $ 0.02 | ||||||
OID Notes [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument, Maturity date | Sep. 19, 2014 | ||||||
Conversion price of debt | $ 0.4375 | $ 0.02 | |||||
Conversion price per share of debt, Description | After the amendment the conversion price changed to the lesser of $0.08 per share, or b) fifty percent (50%) of the lowest trade price of common stock recorded since the original effective date of this note, or c) the lowest effective price per share granted to any person or entity after the effective date. | ||||||
Original issue discount on promissory notes | $ 273,124 | $ 89,000 | |||||
Accrued interest | $ 13,334 | ||||||
Description of debt instrument | On each maturity date, each note was extended one year from its maturity date through September 19, 2015. | ||||||
Conversion into common stock | 10,470,588 | ||||||
Unsecured convertible notes 2 [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument interest rate | 10.00% | ||||||
Debt instrument, Maturity date | May 17, 2021 | ||||||
Conversion price per share of debt, Description | 50% of the lowest trade price on any trade day following issuance of the Notes. | ||||||
Debt instrument debt default | The mandatory default amount is 150% of the Note amount and such mandatory default amount shall bear interest at 10% per annum. | ||||||
Converted an aggregate principal amount | $ 1,325,000 | ||||||
Recognized interest expense | 108,550 | ||||||
Unsecured convertible notes 2 [Member] | Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion price of debt | 0.08 | ||||||
Unsecured convertible notes 2 [Member] | Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion price of debt | $ 0.04 | ||||||
Convertable promissory notes 3 [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion of accounts payable into a convertible note | $ 432,048 | ||||||
Percentage of average of lowest closing prices | 75.00% | ||||||
Number of trading days previous to conversion | 25 days | ||||||
Convertible Note [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Converted an aggregate principal amount | $ 175,000 | ||||||
Number of shrares converted into common stock | 18,910,088 | ||||||
Aggregate remaining amount | $ 257,048 | ||||||
Recognized interest expense | $ 216,024 | $ 28,924 | |||||
Description of debt instrument | The note has zero stated interest rate, and the conversion price shall be equal to 75% of the average three lowest last sale prices traded during the 25 trading days immediately prior to conversion. | ||||||
Conversion of accounts payable into a convertible note | $ 432,048 | ||||||
Percentage of average of lowest closing prices | 75.00% | ||||||
Number of trading days previous to conversion | 25 days |
Options and Warrants (Details)
Options and Warrants (Details) - $ / shares | Oct. 06, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Granted | 5,000,000 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Outstanding, beginning of year | 119,404,644 | 4,404,643 | |
Number of Options, Granted | 16,500,000 | 116,050,000 | |
Number of Options, Exercised | |||
Number of Options, Forfeited/Expired | (6,492,333) | (1,049,999) | |
Number of Options, Outstanding, end of year | 129,412,311 | 119,404,644 | |
Number of Options, Exercisable at the end of year | 91,880,144 | 73,609,937 | |
Weighted average exercise price, Outstanding, beginning of year | $ 0.05 | $ 0.43 | |
Weighted average exercise price, Granted | 0.009 | 0.04 | |
Weighted average exercise price, Exercised | |||
Weighted average exercise price, Forfeited/Expired | 0.07 | 0.41 | |
Weighted average exercise price, Outstanding, end of year | 0.043 | 0.05 | |
Weighted average exercise price, Exercisable at the end of year | 0.049 | 0.05 | |
Weighted average fair value of options granted during the year | $ 0.009 | $ 0.04 |
Options and Warrants (Details 1
Options and Warrants (Details 1) - Stock Options [Member] - 2009 Plan, 2012 Plan, and 2013 Plan [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Options Outstanding | 129,412,311 |
Stock Options Exercisable | 91,880,144 |
0.19 - 4.20 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices, Range Minimum | $ / shares | $ 0.19 |
Exercisable Prices, Range Maximum | $ / shares | $ 4.20 |
Stock Options Outstanding | 1,829,645 |
Stock Options Exercisable | 1,626,520 |
0.19 - 4.20 [Member] | Minimum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 5 years 7 months 2 days |
0.19 - 4.20 [Member] | Maximum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 7 years 9 months 7 days |
0.29 - 0.44 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices, Range Minimum | $ / shares | $ 0.29 |
Exercisable Prices, Range Maximum | $ / shares | $ 0.44 |
Stock Options Outstanding | 1,132,666 |
Stock Options Exercisable | 920,291 |
Weighted Average Remaining Contractual Life (years) | 6 years 8 months 16 days |
0.04 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 0.04 |
Stock Options Outstanding | 126,450,000 |
Stock Options Exercisable | 89,333,333 |
0.04 [Member] | Minimum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 3 years 9 months 7 days |
0.04 [Member] | Maximum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 4 years 9 months 18 days |
Options and Warrants (Details 2
Options and Warrants (Details 2) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants, Outstanding -beginning of year | 23,297,108 | 30,946,563 |
Number of Warrants, Granted | ||
Number of Warrants, Exercised | (4,923,624) | |
Number of Warrants, Forfeited | (5,586,183) | (2,725,831) |
Number of Warrants, Outstanding - end of year | 17,710,925 | 23,297,108 |
Weighted average exercise price, Outstanding - beginning of year | $ 0.21 | $ 0.27 |
Weighted average exercise price, Granted | ||
Weighted average exercise price, Exercised | 0.15 | |
Weighted average exercise price, Forfeited | 0.16 | 0.68 |
Weighted average exercise price, Outstanding - end of year | $ 0.18 | $ 0.21 |
Options and Warrants (Details 3
Options and Warrants (Details 3) - Warrants [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Warrants Outstanding | 17,710,925 |
Warrants Exercisable | 17,710,925 |
0.15 - 0.65 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices, Range Minimum | $ / shares | $ 0.15 |
Exercisable Prices, Range Maximum | $ / shares | $ 0.65 |
Warrants Outstanding | 16,769,233 |
Warrants Exercisable | 16,769,233 |
0.15 - 0.65 [Member] | Minimum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 5 months 27 days |
0.15 - 0.65 [Member] | Maximum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 1 year 5 months 12 days |
0.25 - 1.75 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices, Range Minimum | $ / shares | $ 0.25 |
Exercisable Prices, Range Maximum | $ / shares | $ 1.85 |
Warrants Outstanding | 100,000 |
Warrants Exercisable | 100,000 |
Weighted Average Remaining Contractual Life (years) | 5 years 10 months 17 days |
0.90 [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable Prices | $ / shares | $ 0.90 |
Warrants Outstanding | 841,692 |
Warrants Exercisable | 841,692 |
0.90 [Member] | Minimum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 3 months 26 days |
0.90 [Member] | Maximum [Member] | |
Share-Based Compensation, Shares Authorized Under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 1 year 8 months 19 days |
Options and Warrants (Details T
Options and Warrants (Details Textual) - USD ($) | Aug. 10, 2016 | May 12, 2016 | Jun. 14, 2013 | Mar. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 02, 2015 | Sep. 29, 2015 | May 25, 2012 |
Options and Warrants (Textual) | |||||||||
Stock based compensation | $ 533,009 | $ 1,739,620 | |||||||
Aggregate intrinsic value of the warrants outstanding | $ 17,710,925 | ||||||||
Employees [Member] | |||||||||
Options and Warrants (Textual) | |||||||||
Issuance of shares | 1,500,000 | ||||||||
Stock options mature | Mar. 29, 2021 | ||||||||
Stock options prices | $ 0.0084 | ||||||||
Consultants [Member] | |||||||||
Options and Warrants (Textual) | |||||||||
Issuance of shares | 15,000,000 | ||||||||
Stock options mature | Oct. 17, 2021 | ||||||||
Stock options prices | $ 0.0375 | ||||||||
Restricted Stock Grant Agreement ("RSCA") [Member] | Chief Executive Officer [Member] | |||||||||
Options and Warrants (Textual) | |||||||||
Issuance of common stock, shares | 60,000,000 | 60,000,000 | |||||||
Restricted stock grant agreement, Description | The CEO provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue up to 30,000,000 shares of its common stock; b) If the Company's consolidated operating profit (Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), calculated in accordance with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 30,000,000 shares of its common stock. | The Employees provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company's quarterly or annual financial statements, the Company will issue up to 30,000,000 shares of its common stock; b) If the Company's consolidated operating profit (Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), calculated in accordance with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 30,000,000 shares of its common stock. | |||||||
Restricted Stock Grant Agreement ("RSCA") [Member] | Employees [Member] | |||||||||
Options and Warrants (Textual) | |||||||||
Issuance of common stock, shares | 10,000,000 | 30,000,000 | |||||||
Restricted stock grant agreement, Description | The Company's common stock provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period, the Company will issue to each of the consultants up to 5,000,000 shares of its common stock; b) If the Company's consolidated operating profit (Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), calculated in accordance with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 5,000,000 shares to each of the consultants, its common stock. | The Employees provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company's quarterly or annual financial statements, the Company will issue up to 15,000,000 shares of its common stock; b) If the Company's consolidated operating profit (Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), calculated in accordance with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 15,000,000 shares of its common stock. | |||||||
Restricted Stock Grant Agreement ("RSCA") [Member] | Employees One [Member] | |||||||||
Options and Warrants (Textual) | |||||||||
Issuance of common stock, shares | 20,000,000 | ||||||||
Restricted stock grant agreement, Description | The Employees provided certain milestones are met in certain stages; a) If the Company's consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company's quarterly or annual financial statements, the Company will issue up to 10,000,000 shares of its common stock; b) If the Company's consolidated operating profit (Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization), calculated in accordance with generally accepted accounting principles, equals or exceeds $1,500,000 for the trailing twelve month period as reported as reported in the Company's SEC Reports, the Company will issue up to 10,000,000 shares of its common stock. | ||||||||
2009 Incentive Stock Option Plan [Member] | |||||||||
Options and Warrants (Textual) | |||||||||
Common stock shares reserves and sets aside for the granting of options (in shares) | 500,000 | ||||||||
2012 Incentive Stock Option Plan [Member] | |||||||||
Options and Warrants (Textual) | |||||||||
Common stock shares reserves and sets aside for the granting of options (in shares) | 1,000,000 | ||||||||
2013 Incentive Stock Option Plan [Member] | |||||||||
Options and Warrants (Textual) | |||||||||
Common stock shares reserves and sets aside for the granting of options (in shares) | 4,000,000 | ||||||||
Employee termination | Not less than 30 days nor more than three (3) months after such termination. | ||||||||
2015 Equity Incentive Stock Option Plan [Member] | |||||||||
Options and Warrants (Textual) | |||||||||
Common stock shares reserves and sets aside for the granting of options (in shares) | 160,000,000 | 116,050,000 | |||||||
Issuance of common stock, shares | 1,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
Book loss | $ (1,658,300) | $ (4,646,020) |
Tax to book differences for deductible expenses | (16,300) | 21,920 |
Tax non deductible expenses | 919,200 | 2,926,750 |
Valuation Allowance | 755,400 | 1,697,350 |
Income tax expense |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
NOL carryover | $ 12,465,500 | $ 11,838,190 |
Other carryovers | 379,100 | 757,030 |
Deferred tax liabilities: | ||
Depreciation | (24,600) | 830 |
Less Valuation Allowance | (12,820,000) | (12,596,050) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | Dec. 31, 2016USD ($) |
Income Taxes (Textual) | |
Net operating loss carry-forwards | $ 31,163,800 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies (Textual) | ||
Warrant reserve | $ 20,000 | $ 20,000 |
Mckinney [Member] | ||
Commitments and Contingencies (Textual) | ||
Base rent | $ 4,850 | |
Lease expiration date | Jul. 31, 2016 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)VendorsCustomers | Dec. 31, 2015USD ($)VendorsCustomers | |
Concentrations (Textual) | ||
Contract receivable | $ 382,895 | $ 1,066,223 |
Customers [Member] | ||
Concentrations (Textual) | ||
Contract receivable | $ 172,589 | $ 810,093 |
Percentage of billings | 58.74% | 72.60% |
Number of customers | Customers | 2 | 3 |
Vendors [Member] | ||
Concentrations (Textual) | ||
Number of vendors | Vendors | 4 | 3 |
Percentage of total expenses | 59.79% | 44.30% |
Accounts payable | $ 38,554 | $ 51,643 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 14, 2017 | Mar. 30, 2017 | Mar. 29, 2017 | Feb. 28, 2017 | Mar. 29, 2017 | Mar. 29, 2017 | Mar. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Events (Textual) | |||||||||
Conversion of shares | |||||||||
Common stock issued at fair value for services | $ 1,212,103 | $ 1,260,521 | |||||||
Issuance of common stock | |||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Common stock issued at fair value for services | $ 343,582 | ||||||||
Common stock issued at fair value for services (shares) | 66,937,500 | ||||||||
Issuance of common stock, shares | 7,093,305 | ||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Option cancelled | 1,000 | ||||||||
Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Aggregate shares of common stock, shares | 143,284,370 | ||||||||
Conversion of shares | $ 285,000 | ||||||||
Unpaid interest | $ 49,212 | ||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Sale of common stock | $ 423,500 | ||||||||
Sale of common stock, shares | 84,700,000 | ||||||||
Subsequent Event [Member] | T. Riggs Eckelberry [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Issuance of common stock, shares | 1,000 | ||||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Common stock issued at fair value for services (shares) | 6,000,000 |