Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 07, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | ORIGINCLEAR, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 1,398,703,066 | |
Amendment Flag | false | |
Entity Central Index Key | 0001419793 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-147980 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 26-0287664 | |
Entity Address, Address Line One | 13575 58th Street North | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Clearwater | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33760 | |
City Area Code | (727) | |
Local Phone Number | 440-4603 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes | |
No Trading Symbol Flag | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 1,153,181 | $ 1,354,814 |
Contracts receivable, net allowance of $0 and $17,315, respectively | 1,478,505 | 2,479,123 |
Fair value investment in securities | 22,604 | 27,125 |
Contract assets | 908,327 | 1,479,491 |
Prepaid expenses | 10,175 | 25,000 |
TOTAL CURRENT ASSETS | 3,572,792 | 5,365,553 |
NET PROPERTY AND EQUIPMENT | 154,058 | 177,069 |
OTHER ASSETS | ||
Long term assets held for sale | 400,000 | |
Note receivable on sale of asset | 132,000 | |
SPAC Class B common shares purchase cost | 400,000 | 400,000 |
Fair value investment-securities | 3,200 | 2,400 |
Trademark | 4,467 | 4,467 |
TOTAL OTHER ASSETS | 539,667 | 806,867 |
TOTAL ASSETS | 4,266,517 | 6,349,489 |
Current Liabilities | ||
Accounts payable and other payable | 1,601,904 | 3,784,747 |
Accrued expenses | 2,349,803 | 1,633,904 |
Cumulative preferred stock dividends payable | 436,456 | 415,597 |
Contract liabilities | 1,271,095 | 932,458 |
Tax liability 83(b) | 13,600 | 15,600 |
Customer deposit | 146,453 | 146,453 |
Warranty reserve | 20,000 | 20,000 |
Line of credit | 139,879 | |
Loan payable, merchant cash advance | 30,646 | 30,646 |
Loans payable, SBA | 147,871 | 149,790 |
Derivative liabilities | 10,817,590 | 9,578,904 |
Series F 8% Preferred Stock, 60 and 60 shares issued and outstanding, respectively, redeemable value of $60,000 and $60,000 respectively | 60,000 | 60,000 |
Series G 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively, redeemable value of $25,000 and $25,000, respectively | 25,000 | 25,000 |
Series I 8% Preferred Stock, 25 and 25 shares issued and outstanding, respectively,redeemable value of $25,000 and $25,000, respectively | 25,000 | 25,000 |
Series K 8% Preferred Stock, 307.15 and 407.15 shares issued and outstanding, respectively, redeemable value of $307,150 and $407,150, respectively | 307,150 | 407,150 |
Convertible secured promissory note (Note 5) | 15,772,089 | 1,347,500 |
Convertible promissory notes, net of discount of $0 and $0, respectively (Note 5) | 2,472,945 | 1,037,983 |
Total Current Liabilities | 35,637,481 | 19,610,732 |
Long Term Liabilities | ||
Convertible promissory notes, net of discount of $0 and $0, respectively | 144,747 | 1,888,772 |
Total Long Term Liabilities | 144,747 | 1,888,772 |
Total Liabilities | 35,782,228 | 21,499,504 |
COMMITMENTS AND CONTINGENCIES (See Note 13) | ||
Convertible preferred stock | 7,745,072 | 10,866,772 |
SHAREHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value, 600,000,000 shares authorized 0 and 1,475 shares of Series A issued and outstanding, respectively 0 and 0 shares of Series B issued and outstanding, respectively 1,000 and 1,001,000 shares of Series C issued and outstanding, respectively 31,500,000 and 31,500,000 shares of Series D-1 issued and outstanding, respectively | ||
Subscription payable for purchase of equipment | 100,000 | 100,000 |
Preferred treasury stock, 1,000 and 1,000 shares outstanding, respectively | ||
Common stock, $0.0001 par value, 19,000,000,000 shares authorized 1,318,066,996 and 1,013,369,185 equity shares issued and outstanding, respectively | 131,808 | 101,337 |
Additional paid in capital - Common stock | 87,651,798 | 82,745,503 |
Accumulated other comprehensive gain/(loss) | (132) | (132) |
Accumulated deficit | (127,147,407) | (108,966,645) |
TOTAL SHAREHOLDERS’ DEFICIT | (39,260,783) | (26,016,787) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 4,266,517 | 6,349,489 |
Series J Convertible Preferred Stock | ||
Convertible preferred stock | 210,000 | 210,000 |
Series L Convertible Preferred Stock | ||
Convertible preferred stock | 320,495 | 320,495 |
Series M Preferred Stock | ||
Convertible preferred stock | 1,007,500 | 1,007,500 |
Series O 8% Convertible Preferred Stock | ||
Convertible preferred stock | 190,000 | 230,000 |
Series P Convertible Preferred Stock | ||
Convertible preferred stock | 30,000 | 30,000 |
Series Q 12% Convertible Preferred Stock | ||
Convertible preferred stock | 420,000 | 615,000 |
Series R 12% Convertible Preferred Stock | ||
Convertible preferred stock | 1,808,000 | 2,828,000 |
Series S 12% Convertible Preferred Stock | ||
Convertible preferred stock | 120,000 | 170,000 |
Series U Convertible Preferred Stock | ||
Convertible preferred stock | 270,000 | 385,000 |
Series W 12% Convertible Preferred Stock | ||
Convertible preferred stock | 911,500 | 819,500 |
Series X Convertible Preferred Stock | ||
Convertible preferred stock | 250,000 | |
Series Y Convertible Preferred Stock | ||
Convertible preferred stock | 2,457,577 | 3,751,277 |
Series Z Convertible Preferred Stock | ||
Convertible preferred stock | 250,000 | |
Series D-1 Preferred Stock | ||
SHAREHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value, 600,000,000 shares authorized 0 and 1,475 shares of Series A issued and outstanding, respectively 0 and 0 shares of Series B issued and outstanding, respectively 1,000 and 1,001,000 shares of Series C issued and outstanding, respectively 31,500,000 and 31,500,000 shares of Series D-1 issued and outstanding, respectively | $ 3,150 | $ 3,150 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Contracts receivable, net allowance of respectively (in Dollars) | $ 0 | $ 17,315 |
Convertible promissory notes, net of discount (in Dollars) | $ 0 | $ 0 |
Preferred treasury stock, shares outstanding | 1,000 | 1,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 19,000,000,000 | 19,000,000,000 |
Common stock, shares issued | 1,318,066,996 | 1,013,369,185 |
Common stock, shares outstanding | 1,318,066,996 | 1,013,369,185 |
Series F 8% Preferred Stock | ||
Preferred stock, redeemable value (in Dollars) | $ 60,000 | $ 60,000 |
Preferred stock, shares issued | 60 | 60 |
Preferred stock, shares outstanding | 60 | 60 |
Series G 8% Preferred Stock | ||
Preferred stock, redeemable value (in Dollars) | $ 25,000 | $ 25,000 |
Preferred stock, shares issued | 25 | 25 |
Preferred stock, shares outstanding | 25 | 25 |
Series I 8% Preferred Stock | ||
Preferred stock, redeemable value (in Dollars) | $ 25,000 | $ 25,000 |
Preferred stock, shares issued | 25 | 25 |
Preferred stock, shares outstanding | 25 | 25 |
Series K 8% Preferred Stock | ||
Preferred stock, redeemable value (in Dollars) | $ 307,150 | $ 407,150 |
Preferred stock, shares issued | 307.15 | 407.15 |
Preferred stock, shares outstanding | 307.15 | 407.15 |
Series J Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 210,000 | $ 210,000 |
Convertible preferred stock, shares issued | 210 | 210 |
Convertible preferred stock, shares outstanding | 210 | 210 |
Series L Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 320,495 | $ 320,495 |
Convertible preferred stock, shares issued | 320,495 | 320,495 |
Convertible preferred stock, shares outstanding | 320,495 | 320,495 |
Series M Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 1,007,500 | $ 1,007,500 |
Convertible preferred stock, shares issued | 40,300 | 40,300 |
Convertible preferred stock, shares outstanding | 40,300 | 40,300 |
Series O 8% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 190,000 | $ 230,000 |
Convertible preferred stock, shares issued | 190 | 230 |
Convertible preferred stock, shares outstanding | 190 | 230 |
Series P Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 30,000 | $ 30,000 |
Convertible preferred stock, shares issued | 30 | 30 |
Convertible preferred stock, shares outstanding | 30 | 30 |
Series Q 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 420,000 | $ 615,000 |
Convertible preferred stock, shares issued | 420 | 615 |
Convertible preferred stock, shares outstanding | 420 | 615 |
Series R 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 1,808,000 | $ 2,828,000 |
Convertible preferred stock, shares issued | 1,808 | 2,828 |
Convertible preferred stock, shares outstanding | 1,808 | 2,828 |
Series S 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 120,000 | $ 170,000 |
Convertible preferred stock, shares issued | 120 | 170 |
Convertible preferred stock, shares outstanding | 120 | 170 |
Series U Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 270,000 | $ 385,000 |
Convertible preferred stock, shares issued | 270 | 385 |
Convertible preferred stock, shares outstanding | 270 | 385 |
Series W 12% Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 919,500 | $ 819,500 |
Convertible preferred stock, shares issued | 919.5 | 819.5 |
Convertible preferred stock, shares outstanding | 919.5 | 819.5 |
Series X Convertible Preferred Stock | ||
Preferred stock, shares issued | 0 | 250 |
Preferred stock, shares outstanding | 0 | 250 |
Convertible preferred stock, redeemable value (in Dollars) | $ 0 | $ 250,000 |
Series Y Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 2,457,577 | $ 3,751,277 |
Convertible preferred stock, shares issued | 24.58 | 37.51 |
Convertible preferred stock, shares outstanding | 24.58 | 37.51 |
Series Z Convertible Preferred Stock | ||
Convertible preferred stock, redeemable value (in Dollars) | $ 0 | $ 250,000 |
Convertible preferred stock, shares issued | 0 | 250 |
Convertible preferred stock, shares outstanding | 0 | 250 |
Preferred Stock | ||
Preferred stock, shares authorized | 600,000,000 | 600,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock | ||
Preferred stock, shares issued | 0 | 1,475 |
Preferred stock, shares outstanding | 0 | 1,475 |
Series B Preferred Stock | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Series C Preferred Stock | ||
Preferred stock, shares issued | 1,000 | 1,001,000 |
Preferred stock, shares outstanding | 1,000 | 1,001,000 |
Series D-1 Preferred Stock | ||
Preferred stock, shares issued | 31,500,000 | 31,500,000 |
Preferred stock, shares outstanding | 31,500,000 | 31,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales | $ 1,363,840 | $ 3,366,061 | $ 5,200,918 | $ 7,768,133 |
Cost of Goods Sold | 1,135,541 | 2,542,887 | 4,646,349 | 6,484,235 |
Gross Profit | 228,299 | 823,174 | 554,569 | 1,283,898 |
Operating Expenses | ||||
Selling and marketing expenses | 470,566 | 712,420 | 1,915,809 | 1,825,170 |
General and administrative expenses | 904,223 | 1,085,044 | 3,008,988 | 2,900,203 |
Depreciation and amortization expense | 7,579 | 10,204 | 23,011 | 31,446 |
Total Operating Expenses | 1,382,368 | 1,807,668 | 4,947,808 | 4,756,819 |
Loss from Operations | (1,154,069) | (984,494) | (4,393,239) | (3,472,921) |
OTHER INCOME (EXPENSE) | ||||
Other income | 569 | 127,448 | ||
Impairment of receivable from SPAC | (610,000) | (3,260,985) | ||
Gain on write off of loans payable | 218,064 | 218,064 | 75,000 | |
Unrealized gain (loss) on investment securities | 800 | (24,604) | (3,721) | (167,309) |
Gain (Loss) on conversion of preferred stock | (188,395) | (434,380) | ||
Preferred stock incentive compensation | (420,766) | (576,617) | ||
Conversion and settlement value added to note purchase agreements | (1,690,500) | (7,728,089) | ||
Cash settlement for non-conversion of common stock | (13,500) | (13,500) | ||
Gain (Loss) on net change in derivative liability and conversion of debt | (4,064,566) | (27,607,804) | (1,238,686) | (29,176,702) |
Interest and dividend expense | (574,198) | (233,426) | (1,324,936) | (704,434) |
TOTAL OTHER (EXPENSE) INCOME | (7,140,597) | (28,067,729) | (13,787,523) | (30,421,325) |
NET LOSS | $ (8,294,666) | $ (29,052,223) | $ (18,180,762) | $ (33,894,246) |
BASIC (in Dollars per share) | $ (0.01) | $ (0.04) | $ (0.01) | $ (0.06) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, | ||||
BASIC (in Shares) | 1,301,350,186 | 775,597,578 | 1,262,285,766 | 589,675,480 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
DILUTED | $ (0.01) | $ (0.04) | $ (0.01) | $ (0.06) |
DILUTED | 1,301,350,186 | 775,597,578 | 1,262,285,766 | 589,675,480 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders’ Deficit - USD ($) | Preferred stock | Mezzanine Equity | Common stock | Additional Paid-in- Capital | Subscription Payable | Accumulated Other Comprehensive loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 3,304 | $ 10,183,092 | $ 30,688 | $ 75,720,147 | $ 100,000 | $ (132) | $ (98,175,924) | $ (22,321,917) |
Balance (in Shares) at Dec. 31, 2021 | 33,038,213 | 306,883,932 | ||||||
Rounding | 5 | (1) | (1) | |||||
Common stock issuance for conversion of debt and accrued interest | $ 3,990 | 266,556 | 270,546 | |||||
Common stock issuance for conversion of debt and accrued interest (in Shares) | 39,900,514 | |||||||
Common stock issued at fair value for services | $ 4,105 | 1,050,844 | 1,054,949 | |||||
Common stock issued at fair value for services (in Shares) | 41,046,848 | |||||||
Common stock issued for conversion of Series E Preferred stock | $ (154) | $ 7 | 147 | |||||
Common stock issued for conversion of Series E Preferred stock (in Shares) | (1,537,213) | 76,865 | ||||||
Common stock issued for conversion of Series J Preferred stock | (5,000) | $ 51 | 4,949 | 5,000 | ||||
Common stock issued for conversion of Series J Preferred stock (in Shares) | 512,737 | |||||||
Common stock issued for conversion of Series L Preferred stock | (284,080) | $ 2,515 | 281,565 | 284,080 | ||||
Common stock issued for conversion of Series L Preferred stock (in Shares) | 25,145,849 | |||||||
Common stock issued for conversion of Series O Preferred stock | (25,000) | $ 126 | 24,874 | 25,000 | ||||
Common stock issued for conversion of Series O Preferred stock (in Shares) | 1,258,812 | |||||||
Common stock issued for conversion of Series P Preferred stock | (27,500) | $ 353 | 27,147 | 27,500 | ||||
Common stock issued for conversion of Series P Preferred stock (in Shares) | 3,527,317 | |||||||
Common stock issued for conversion of Series Q Preferred stock | (100,000) | $ 1,264 | 98,736 | 100,000 | ||||
Common stock issued for conversion of Series Q Preferred stock (in Shares) | 12,642,226 | |||||||
Common stock issued for conversion of Series R Preferred stock | (604,267) | $ 4,449 | 599,818 | 604,267 | ||||
Common stock issued for conversion of Series R Preferred stock (in Shares) | 44,494,096 | |||||||
Common stock issued for conversion of Series T Preferred stock | (612,000) | $ 8,311 | 603,689 | 612,000 | ||||
Common stock issued for conversion of Series T Preferred stock (in Shares) | 83,105,450 | |||||||
Common stock issued for conversion of Series U Preferred stock | (581,500) | $ 3,063 | 578,437 | 581,500 | ||||
Common stock issued for conversion of Series U Preferred stock (in Shares) | 30,629,247 | |||||||
Common stock issued for conversion of Series W Preferred stock | (245,000) | $ 2,149 | 242,851 | 245,000 | ||||
Common stock issued for conversion of Series W Preferred stock (in Shares) | 21,489,284 | |||||||
Common stock issued for conversion of Series Y Preferred stock | (1,500,000) | $ 10,824 | 1,489,176 | 1,500,000 | ||||
Common stock issued for conversion of Series Y Preferred stock (in Shares) | 108,238,078 | |||||||
Common stock issued for conversion Series Q Preferred stock dividends | $ 92 | (92) | ||||||
Common stock issued for conversion Series Q Preferred stock dividends (in Shares) | 917,821 | |||||||
Common stock issued for make good shares for Series P Preferred stock | $ 52 | (52) | ||||||
Common stock issued for make good shares for Series P Preferred stock (in Shares) | 518,232 | |||||||
Common stock issued for make good shares for Series R Preferred stock | $ 104 | (104) | ||||||
Common stock issued for make good shares for Series R Preferred stock (in Shares) | 1,041,662 | |||||||
Common stock issued for conversion settlement | $ 17,909 | (17,909) | ||||||
Common stock issued for conversion settlement (in Shares) | 179,090,390 | |||||||
Common stock returned from non conversion | $ (41) | (10,459) | (10,500) | |||||
Common stock returned from non conversion (in Shares) | (409,518) | |||||||
Issuance of Series Y Preferred stock through a private placement | 4,339,277 | |||||||
Issuance of Series Z Preferred stock through a private placement | 250,000 | |||||||
Exchange of Series F Preferred Stock for Series Q Preferred stock | 200,000 | |||||||
Exchange of Series I Preferred Stock for Series W Preferred stock | 210,000 | |||||||
Exchange of Series K for Series W Preferred stock | 85,000 | |||||||
Loss on conversion of Preferred Stock | 434,380 | 434,380 | ||||||
Net Loss | (33,894,246) | (33,894,246) | ||||||
Balance at Sep. 30, 2022 | $ 3,150 | 11,283,027 | $ 90,011 | 81,394,700 | 100,000 | (132) | (132,070,171) | (50,482,442) |
Balance (in Shares) at Sep. 30, 2022 | 31,501,000 | 900,109,842 | ||||||
Balance at Dec. 31, 2022 | $ 3,150 | 10,866,772 | $ 101,337 | 82,745,503 | 100,000 | (132) | (108,966,645) | (26,016,787) |
Balance (in Shares) at Dec. 31, 2022 | 32,502,475 | 1,013,369,185 | ||||||
Common stock issued for cash per equity financing agreement | $ 2,050 | 139,323 | 141,373 | |||||
Common stock issued for cash per equity financing agreement (in Shares) | 20,492,456 | |||||||
Common stock issued upon conversion of convertible promissory note | $ 5,579 | 161,786 | 167,365 | |||||
Common stock issued upon conversion of convertible promissory note (in Shares) | 55,788,402 | |||||||
Common stock issued at fair value for services | $ 6,287 | 597,291 | 603,578 | |||||
Common stock issued at fair value for services (in Shares) | 62,872,237 | |||||||
Common stock issued for conversion of Series O Preferred stock | (40,000) | $ 772 | 39,228 | 40,000 | ||||
Common stock issued for conversion of Series O Preferred stock (in Shares) | 7,722,008 | |||||||
Common stock issued for conversion of Series Q Preferred stock | (195,000) | $ 5,034 | 189,966 | 195,000 | ||||
Common stock issued for conversion of Series Q Preferred stock (in Shares) | 50,340,392 | |||||||
Common stock issued for conversion of Series R Preferred stock | (920,000) | $ 19,925 | 900,075 | 920,000 | ||||
Common stock issued for conversion of Series R Preferred stock (in Shares) | 199,249,857 | |||||||
Common stock issued for conversion of Series S Preferred stock | (50,000) | $ 886 | 49,114 | 50,000 | ||||
Common stock issued for conversion of Series S Preferred stock (in Shares) | 8,864,250 | |||||||
Common stock issued for conversion of Series U Preferred stock | (115,000) | $ 1,905 | 113,095 | 115,000 | ||||
Common stock issued for conversion of Series U Preferred stock (in Shares) | 19,051,616 | |||||||
Common stock issued for conversion of Series W Preferred stock | (8,000) | $ 232 | 7,768 | 8,000 | ||||
Common stock issued for conversion of Series W Preferred stock (in Shares) | 2,318,842 | |||||||
Common stock issued for conversion of Series Y Preferred stock | (1,810,000) | $ 33,192 | 1,776,808 | 1,810,000 | ||||
Common stock issued for conversion of Series Y Preferred stock (in Shares) | 331,921,683 | |||||||
Common stock issued for conversion of Series Z Preferred stock | (250,000) | $ 6,173 | 243,827 | 250,000 | ||||
Common stock issued for conversion of Series Z Preferred stock (in Shares) | 61,728,395 | |||||||
Common stock issued for Series O Preferred stock dividends | $ 68 | (68) | ||||||
Common stock issued for Series O Preferred stock dividends (in Shares) | 677,526 | |||||||
Common stock issued for conversion of settlement agreements | $ 26,940 | (26,940) | ||||||
Common stock issued for conversion of settlement agreements (in Shares) | 269,393,920 | |||||||
Common stock issued for alternative vesting | $ 1,158 | (1,158) | ||||||
Common stock issued for alternative vesting (in Shares) | 11,584,932 | |||||||
Redemption of common stock for note purchase agreements | $ (81,070) | 81,070 | ||||||
Redemption of common stock for note purchase agreements (in Shares) | (810,707,922) | |||||||
Issuance of Series A and B Preferred stock granted to Series Y investors at fair value | $ 54 | 576,563 | 576,617 | |||||
Issuance of Series A and B Preferred stock granted to Series Y investors at fair value (in Shares) | 545,191 | |||||||
Issuance of common shares for RegA for cash | $ 1 | 59,999 | 60,000 | |||||
Issuance of common shares for RegA for cash (in Shares) | 12,000 | |||||||
Cancellation of RegA common and Series A and B Preferred shares | $ (54) | (113) | (167) | |||||
Cancellation of RegA common and Series A and B Preferred shares (in Shares) | (1,546,666) | (12,000) | ||||||
Issuance of Series Y Preferred stock through a private placement | 526,300 | |||||||
Exchange of Series K for Series W Preferred stock | 100,000 | |||||||
Exchange of Series R Preferred stock for WODI secured convertible note | (100,000) | |||||||
Exchange of Series X Preferred stock for WODI secured convertible note | (250,000) | |||||||
Return of investment for Series Y Preferred stock | (10,000) | (1) | 1 | |||||
Issuance of 1000:1 split of common stock through a merger with subsidiary | $ 1,000 | (1,000) | ||||||
Issuance of 1000:1 split of common stock through a merger with subsidiary (in Shares) | 10,000,000 | |||||||
Issuance of common stock to investors after merger | $ 340 | (340) | ||||||
Issuance of common stock to investors after merger (in Shares) | 3,399,217 | |||||||
Net Loss | (18,180,762) | (18,180,762) | ||||||
Balance at Sep. 30, 2023 | $ 3,150 | $ 7,745,072 | $ 131,808 | $ 87,651,798 | $ 100,000 | $ (132) | $ (127,147,407) | $ (39,260,783) |
Balance (in Shares) at Sep. 30, 2023 | 31,501,000 | 1,318,066,996 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ (18,180,762) | $ (33,894,246) |
Adjustment to reconcile net loss to net cash | ||
Depreciation and amortization | 23,011 | 31,446 |
Common and preferred stock issued for services | 603,578 | 1,054,949 |
Change in fair value of derivative liability | 1,238,686 | 29,176,702 |
Preferred stock incentive compensation expense | 576,617 | |
Debt discount recognized as interest expense | 3,743 | |
Net unrealized (gain) loss on fair value of securities | 4,521 | 167,309 |
Impairment of receivable from SPAC | 3,260,985 | |
Conversion and settlement value loss on WODI | 7,728,089 | |
(Gain) Loss on conversion of preferred stock | 434,380 | |
Gain on write off of payable | (218,064) | (50,000) |
Change in Assets (Increase) Decrease in: | ||
Contracts receivable | 1,000,618 | 204,085 |
Contract asset | 571,164 | (1,076,532) |
Inventory asset | (15,570) | |
Prepaid expenses and other assets | 14,825 | 2,245 |
Change in Liabilities Increase (Decrease) in: | ||
Accounts payable | (2,169,509) | 1,509,505 |
Accrued expenses | 792,264 | 173,737 |
Contract liabilities | 338,637 | (1,194,376) |
Tax liability 83(b) | (2,000) | 14,600 |
NET CASH USED IN OPERATING ACTIVITIES | (4,417,340) | (3,458,023) |
CASH FLOWS USED FROM INVESTING ACTIVITIES: | ||
Purchase of SPAC notes payable | (3,260,985) | |
Fair value of investment | (800) | |
Payments received on long term asset | 268,000 | |
Purchase of fixed assets | (13,500) | (17,138) |
NET CASH USED IN INVESTING ACTIVITIES | (3,007,285) | (17,138) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on capital lease | (6,816) | |
Payments on loan payable, SBA | (1,919) | |
Line of credit | 139,879 | |
Equity financing purchase agreement | 141,373 | |
Net payments on cumulative preferred stock dividends payable | 20,859 | 36,500 |
Convertible secured promissory notes | 6,346,500 | |
Common stock issued for RegA for cash | 60,000 | |
Return of investment and common shares | (10,500) | |
Net proceeds for issuance of preferred stock for cash - mezzanine classification | 516,300 | 4,525,782 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 7,222,992 | 4,544,966 |
NET (DECREASE) INCREASE IN CASH | (201,633) | 1,044,805 |
CASH BEGINNING OF PERIOD | 1,354,814 | 706,421 |
CASH END OF PERIOD | 1,153,181 | 1,751,226 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest and dividends paid | 674,376 | 828,638 |
Taxes paid | ||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | ||
Common stock issued at fair value for conversion of debt, plus accrued interest, and other fees | 167,365 | 270,546 |
Issuance of Series O dividends | 68 | 92 |
Preferred stock converted to common stock - mezzanine | 3,388,000 | 3,984,347 |
Exchange of Series R preferred stock for WODI secured convertible note | 100,000 | |
Exchange of Series X preferred stock for WODI secured convertible note | 250,000 | |
Exchange from mezzanine to liability | 495,000 | |
Common stock issued as settlement | 26,940 | 17,884 |
Shares issued for alternate vesting | 1,158 | |
Issuance of PWT common stock to WODI shareholders | 1,340 | |
Redemption of shares for secured promissory notes | $ 81,070 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of OriginClear, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended December 31, 2022. The Company is developing an outsourced water treatment business called Water On Demand (“WOD”), which it conducts through its wholly owned subsidiary, Water on Demand, Inc. (“WODI”). The WOD model intends to offer private businesses water self-sustainability as a service, the ability to pay for water treatment and purification services on a per-gallon basis, with a percentage of net profits paid to investors and stakeholders. This is commonly known as Design-Build-Own-Operate or “DBOO”. In addition to WODI, four subsidiaries were originally established to house capital dedicated to this program. For efficiency, during the nine months ended September 30, 2023, the Company consolidated the funds into a single WOD Subsidiary. As of the three-month period ended September 30, 2023, the Company received net aggregate funding in the amount of $516,300 through the sale of its Series Y Preferred Stock dedicated to the Water on Demand program. The Company is currently evaluating pilot opportunities to enable outsourced water treatment as a managed service and that is paid by the gallon as an alternative to having to come up with significant up-front capital for in-house wasterwater treatment. While these evaluations are ongoing, without guarantee as to when or if these will take place, the Company is placing funds from the sale of Series Y Preferred Stock into various company initiatives to support WOD. There is no guarantee that these funds can be reallocated for a WOD water-as-a-service system. In the interim, while there is no obligation to do so, the Company has made distributions of funds to Series Y holders in lieu of share of profits, paid after the end of each quarter. As disclosed in its corporate presentation, available at www.originclear.com/investing#companypresentation, the Company intends to launch a first pilot deployment of WOD in 2024. (See graph). Reinforcement of Water On Demand Inc. with operating businesses Because WOD is still in early stage development, the Company combined its Modular Water Systems division (MWS) and its wholly owned subsidiary, Progressive Water Systems Inc. (PWT) with Water On Demand, Inc. Due to its operating history, PWT became the master corporate entity and subsequently was renamed Water On Demand, Inc. Thus, Water On Demand Inc. was absorbed into PWT, as was OriginClear’s in-house business unit MWS. Subsequently, Progressive Water Treatment Inc. was renamed Water On Demand, Inc. WODI as it is now structured, is composed of two operating units, MWS and PWT, which are in revenue and cash-flow profitable, plus WOD which is a development stage business. (see graph) This process is discussed in detail in the Overview of Business Section below. On October 24, 2023, the Company announced a Business Combination Agreement (BCA) for the acquisition of WODI by Fortune Rising Corporation (NASDAQ: FRLA). The Company has a majority ownership of WODI, going into the BCA. The Company’s mission going forward is: - For its current WODI program, to support the BCA process, provide management services to WODI and the potential post-merger entity, initiate non-binding agreements for the acquisition of related businesses by WODI or the post-merger entity, which will depend on the outcome of the BCA process. - For its own account, to accelerate for new businesses that it may create (as it did with MWS in 2018), acquire (as it did with PWT in 2015) or strategically partner with. For this new phase, the Company may engage in projects outside the water industry, such as in conventional or blockchain finance projects. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. These factors, among others raise substantial doubt about the Company’s ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the year ended December 31, 2022 expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the nine months ended September 30, 2023, the Company obtained funds from the issuance of convertible note agreements and from sale of its preferred stock. Management believes this funding will continue from its’ current investors and from new investors. During this period, the Company also generated revenue of $5,200,918 and has standing purchase orders and open invoices with customers, which will provide funds for operations. Management believes the existing shareholders, the prospective new investors and future sales will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. |
Summary of Significant Accounti
Summary of Significant Accounting Polices | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Polices [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Principles of Consolidation The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its wholly owned operating subsidiaries, Progressive Water Treatment, Inc., Water on Demand Inc., Water On Demand1, Inc., Water On Demand2, Inc., Water On Demand3, Inc. and OriginClear Technologies, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities. As of September 30, 2023, the Company reorganized Water On Demand2, Inc. and Water On Demand3, Inc and combined the subsidiaries into Water On Demand1, Inc. Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. During the reorganization of Water On Demand1, Inc., Water On Demand2, Inc., and Water On Demand3, Inc., the restricted cash balance on the financial statements as of December 31, 2022 was combined with the overall cash balance of the consolidated Company during the nine months ended September 30, 2023. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, warranty reserves, inventory valuation, derivative liabilities and other conversion features, fair value investments, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Net Earnings (Loss) per Share Calculations Basic loss per share calculation is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similarly to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted earnings per share were the same as the basic loss per share for the nine months ended September 30, 2023 and 2022, respectively, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. For the Nine Months Ended 2023 2022 Loss to common shareholders (Numerator) $ (18,180,762 ) $ (33,894,246 ) Basic weighted average number of common shares outstanding (Denominator) 1,262,285,766 589,675,480 Diluted weighted average number of common shares outstanding (Denominator) 1,262,285,766 589,675,480 The Company excludes issuable shares from warrants, convertible notes and preferred stock, if their impact on the loss per share is anti-dilutive and includes the issuable shares if their impact is dilutive. Revenue Recognition We recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Revenues and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. Contract Receivable The Company bills its customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company maintains an allowance for doubtful accounts for estimated losses that may arise if any customer is unable to make required payments. Management performs a quantitative and qualitative review of the receivables past due from customers on a monthly basis. The Company records an allowance against uncollectible items for each customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote. The allowance for doubtful accounts was $0 and $17,315 as of September 30, 2023 and December 31, 2022, respectively. The net contract receivable balance was $1,478,505 and $2,479,123 at September 30, 2023 and December 31, 2022, respectively. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at September 30, 2023 and December 31, 2022, respectively, and determined there was no impairment of indefinite lived intangibles and goodwill. Prepaid Expenses The Company records expenditures that have been paid in advance as prepaid expenses. The prepaid expenses are initially recorded as assets, because they have future economic benefits, and are expensed at the time the benefits are realized. The prepaid expenses balance was $10,175 and $25,000 at September 30, 2023 and December 31, 2022, respectively. Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years September 30, December 31, Machinery and Equipment $ 383,569 $ 383,569 Computer Equipment 66,493 66,493 Furniture 29,810 29,810 Leasehold Improvements 26,725 26,725 Vehicles 64,276 64,276 Demo Units 36,139 36,139 607,012 607,012 Less accumulated depreciation (452,954 ) (429,943 ) Net Property and Equipment $ 154,058 $ 177,069 Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that the facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. Depreciation expense during the nine months ended September 30, 2023 and 2022, was $23,011 and $31,446, respectively. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants vest immediately and the total stock-based compensation charge is recorded in the period of the measurement date. Accounting for Derivatives The Company evaluates all its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value of Financial Instruments Fair Value of Financial Instruments requires disclosure of the fair value information, whether or not to recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2023, the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2023. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities, September 30, 2023 $ 25,804 $ 25,804 $ - $ - Total (Level 1) (Level 2) (Level 3) Derivative Liability, September 30, 2023 $ 10,817,590 $ - $ - $ 10,817,590 The derivative liabilities consist of $10,381,519 for convertible notes outstanding and $436,071 for warrants outstanding for an aggregate of $10,817,590. 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 December 31, 2022 $ 9,578,904 Net loss on conversion of debt and change in derivative liabilities 1,238,686 Balance as of September 30, 2023 $ 10,817,590 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: September 30, Risk free interest rate 4.60% - 5.61% Stock volatility factor 51.0% - 173.0% Weighted average expected option life 6 mos - 5 yrs Expected dividend yield None Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated. Marketable Securities The Company adopted ASU 2016-01, “Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purpose, and separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. It eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company has evaluated the potential impact this standard may have on the condensed consolidated financial statements and determined that it had a significant impact on the condensed consolidated financial statements. The Company accounts for its investment in Water Technologies International, Inc. as available-for-sale securities, and the unrealized gain on the available-for-sale securities is recognized in net income. Licensing agreement The Company analyzed the licensing agreement using ASU 606 to determine the timing of revenue recognition. The licensing of the intellectual property (IP) is distinct from the non-license goods or services and has significant standalone functionality that provides a benefit or value. The functionality will not change during the license period due to the licensor’s activities. Because the significant standalone functionality is delivered immediately, the revenue is generally recognized when the license is delivered. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation used in the current financial statements for comparative purpose. There was no material effect on the Company’s previously issued financial statements. Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. Recently Issued Accounting Pronouncements Management reviewed currently issued pronouncements and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2023 | |
Capital Stock [Abstract] | |
CAPITAL STOCK | 3. CAPITAL STOCK OriginClear, Inc Preferred Stock Series C On March 14, 2017, the Board of Directors authorized the issuance of 1,000 shares of Series C preferred stock, par value $0.0001 per share, to T. Riggs Eckelberry in exchange for his continued employment with the Company. The holder of Series C preferred stock is not entitled to receive dividends, is not entitled to any liquidation preference and shares of Series C preferred stock does not have any conversion rights. The Series C Preferred Stock entitles the holder to 51% of the total voting power of our stockholders. The purchase price of the Series C preferred stock was $0.0001 per share representing a total purchase price of $0.10 for 1,000 shares. As of September 30, 2023, there were 1,000 shares of Series C preferred stock outstanding held by Mr. Eckelberry. Series D-1 On April 13, 2018, the Company designated 50,000,000 shares of its authorized preferred stock as Series D-1 preferred stock. The shares of Series D-1 preferred stock are not entitled to dividends and do not have a liquidation preference. Each share of Series D-1 preferred stock is convertible into 0.0005 of one share of common stock. The Series D-1 preferred stock may not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of our outstanding common stock, which amount may be increased to 9.99% at the holders discretion upon 61 days’ written notice. As of September 30, 2023, there were 31,500,000 shares of Series D-1 preferred stock issued and outstanding. Series F On August 14, 2018, the Company designated 6,000 shares as Series F preferred stock. The shares of Series F preferred stock have a liquidation preference equal to the stated value of $1,000 per share plus any accrued but unpaid dividends. The Series F preferred stock is not convertible into common stock. The holders of outstanding shares of Series F preferred stock are entitled to quarterly dividends at the annual rate of 8% of the stated value, in preference to any dividends on the common stock. The shares of Series F preferred stock do not carry any voting rights. The Company may, in its sole discretion, at any time while the Series F preferred stock is outstanding, redeem all or any portion of the outstanding Series preferred stock at a price equal to the stated value, plus any accrued but unpaid dividends. The Company was required to redeem all outstanding shares of Series F preferred stock on September 1, 2020. As of September 30, 2023, the Company had 60 outstanding shares of Series F preferred stock, which the Company was required to, and failed to redeem on September 1, 2020, and remains in default for an aggregate redemption price (equal to the stated value) of $60,000 Series G On January 16, 2019, the Company designated 6,000 shares as Series G preferred stock, each share having a stated value of $1,000 per share and holders of Series G preferred stock are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly. The Series G preferred stock does not have voting rights, except as required by law and is not convertible into common stock. The Company may, in its sole discretion, at any time while the Series G preferred stock is outstanding, redeem all or any portion of the outstanding Series G preferred stock at a price equal to the stated value plus any accrued but unpaid dividends. The Company was required to redeem such shares of Series G preferred stock on April 30, 2021, at a price equal to the stated value plus any accrued but unpaid dividends. Pursuant to certain subscription agreements entered into with purchasers of the Series G preferred stock, each purchaser received shares of the Company’s common stock equal to an amount of, for each share of Series G preferred stock purchased, five hundred dollars ($500) divided by the closing price on the date the Company receives the executed subscription documents and purchase price from such investor. As of September 30, 2023, there were 25 shares of Series G preferred stock issued and outstanding, which the Company was required to, and failed to redeem on April 30, 2021, for an aggregate redemption price (equal to the stated value) of $25,000. Series I On April 3, 2019, the Company designated 4,000 shares of preferred stock as Series I. The Series I has a stated value of $1,000 per share. Series I holders are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of each fiscal quarter. The Series I is not entitled to any voting rights except as may be required by applicable law, and are not convertible into common stock. The Company has the right to redeem the Series I at any time while the Series I are outstanding at a price equal to the stated value plus any accrued but unpaid dividends. The Company is required to redeem the Series I two years following the date that is the later of the (i) final closing of the tranche (as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed were a part of. The Company was required to redeem such shares of Series I between May 2, 2021 and June 10, 2021, at a price equal to the stated value plus any accrued but unpaid dividends. The issuances of the shares were accounted for under ASC 480-10-25-4, which requires liability treatment for certain mandatorily redeemable financial instruments, and the cumulative dividends are recorded as interest expense. As of , there were 25 shares of Series I preferred stock issued and outstanding which the Company was required to, and failed to redeem by June 10, 2021, and was and remains in default for an aggregate redemption price (equal to the stated value) of $25,000 Series J On April 3, 2019, the Company designated 100,000 shares of preferred stock as Series J. The Series J has a stated value of $1,000 per share and holders are entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series J preferred stock is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Series J COD, which includes certain make-good shares for certain prior investors. As of , there were 210 shares of Series J preferred stock issued and outstanding Series K On June 3, 2019, the Company designated 4,000 shares of preferred stock as Series K. The Series K has a stated value of $1,000 per share. Series K holders are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of each fiscal quarter. The Series K is not entitled to any voting rights except as may be required by applicable law, and is not convertible into common stock. The Company has the right to redeem the Series K at any time while the Series K are outstanding at a price equal to the stated value plus any accrued but unpaid dividends. The Company was required to redeem the Series K two years following the date that is the later of the (i) final closing of the tranche (as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed were a part of. The Company was required to redeem such shares of Series K between August 5, 2021 and April 24, 2022, at a price equal to the stated value plus any accrued but unpaid dividends. The issuances of the shares were accounted for under ASC 480-10-25-4, which requires liability treatment for certain mandatorily redeemable financial instruments, and the cumulative dividends are recorded as interest expense. During the nine months ended 30, 2023, the Company exchanged an aggregate of shares of Series K preferred stock for shares of Series W preferred stock. As of , there were 307 shares of Series K preferred stock issued and outstanding which the Company was required to, and failed to redeem by April 24, 2022, and was and remains in default for an aggregate redemption price (equal to the stated value) of $307,150 Series L On June 3, 2019, the Company designated 100,000 shares of preferred stock as Series L. The Series L has a stated value of $1,000 per share and holders are entitled to receive dividends on an as-converted basis with the Company’s common stock. The Series L preferred stock is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Series L COD, which includes certain make-good shares for certain prior investors. As of , there were 321 shares of Series L preferred stock issued and outstanding. Series M Pursuant to the Amended and Restated Certificate of Designation of Series M Preferred Stock filed with the Secretary of State of Nevada on July 1, 2020, the Company designated 800,000 shares of its preferred stock as Series M Preferred Stock. Each share of Series M Preferred Stock has a stated value of $25. The Series M Preferred Stock is not convertible into common stock. The holders of outstanding shares of Series M Preferred Stock are entitled to receive dividends, at the annual rate of 10%, payable monthly, payable in preference and priority to any payment of any dividend on the common stock. The Series M Preferred Stock is entitled to a liquidation preference in an amount equal to $25 per share plus any declared but unpaid dividends, before any payments to holders of common stock. The Series M Preferred Stock have no pre-emptive or subscription rights, and there are no sinking fund provisions applicable to the Series M Preferred Stock. The Series M Preferred Stock does not have voting rights, except as required by law and with respect to certain protective provisions set forth in the Certificate of Designation of Series M Preferred Stock. To the extent it may lawfully do so, the Company may, in its sole discretion, at any time when there are outstanding shares of Series M Preferred Stock, redeem any or all of the then outstanding shares of Series M Preferred Stock at a redemption price of $37.50 per share (150% of the stated value) plus any accrued but unpaid dividends. As of September 30, 2023, there were 40,300 shares of Series M preferred stock issued and outstanding. Series O On April 27, 2020, the Company designated 2,000 shares of preferred stock as Series O preferred stock. The Series O preferred stock has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends (i) in cash at an annual rate of 8% of the stated value, and (ii) in shares of common stock of the Company (valued based on the conversion price as in effect on the last trading day of the applicable fiscal quarter) at an annual rate of 4% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series O preferred stock has a liquidation preference equal to the stated value plus any accrued but unpaid dividends, in preference to the common stock. The Series O preferred stock has no preemptive or subscription rights, and there is no sinking fund provision applicable to the Series O preferred stock. The Series O preferred stock does not have voting rights except as required by law. The Series O preferred stock is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series O preferred stock being converted by the conversion price, provided that, the Series O may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price is equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series O preferred stock at any time while the Series O preferred stock are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. The cumulative dividends are recorded as interest expense. During the nine months ended the Company issued an aggregate of 7,722,008 shares of common stock upon conversion of 40 shares of Series O preferred stock and issued an aggregate of 677,526 shares of common stock in prorated 4% annualized dividends which were recorded as interest expense. The shares were issued within the terms of the agreement and no gain or loss was recognized. , there were 190 shares of Series O preferred stock issued and outstanding Series P On April 27, 2020, the Company designated 500 shares of preferred stock as Series P preferred stock. The Series P preferred stock has a stated value of $1,000 per share, and entitles holders to receive dividends on an as-converted basis with the Company’s common stock. The Series P preferred stock is convertible into shares of the Company’s common stock, on the terms and conditions set forth in the Certificate of Designation of Series P preferred stock, which includes certain make-good shares for certain prior investors, and provided that, the Series P preferred stock may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Series P preferred stock entitles the holders to a payment on an as-converted and pari-passu basis with the common stock upon any liquidation. The Series P preferred stock has no preemptive or subscription rights, and there is no sinking fund or redemption provisions applicable to the Series P preferred stock. The Series P preferred stock votes on an as-converted basis with the common stock, subject to the beneficial ownership limitation. As of , there were 30 shares of Series P preferred stock issued and outstanding. Series Q On August 21, 2020, the Company designated 2,000 shares of preferred stock as Series Q Preferred Stock. The Series Q Preferred Stock has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series Q Preferred Stock has a liquidation preference equal to the stated value plus any accrued but unpaid dividends, in preference to the common stock. The Series Q Preferred Stock has no preemptive or subscription rights, and there is no sinking fund provision applicable to the Series Q Preferred Stock. The Series Q Preferred Stock does not have voting rights except as required by law. The Series Q Preferred Stock is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series Q Preferred Stock being converted by the conversion price, provided that, the Series Q may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series Q Preferred Stock at any time while the Series Q Preferred Stock are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. The cumulative dividends are recorded as interest expense. During the nine months ended , the Company issued an aggregate of 50,340,392 shares of common stock upon conversion of 195 shares of Series Q preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of , there were 420 shares of Series Q preferred stock issued and outstanding Series R On November 16, 2020, the Company designated 5,000 shares of preferred stock as Series R. The Series R has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 10% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series R holders are not entitled to any voting rights except as may be required by applicable law. The Series R is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series R being converted by the conversion price; certain prior investors will also be entitled to certain make-good shares; provided that, the Series R may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series R at any time while the Series R are outstanding at a redemption price equal to, if paid in cash, the stated value plus any accrued but unpaid cash dividends, or, if paid in shares of common stock, in an amount of shares determined by dividing the stated value being redeemed by the conversion price. The subscribers were offered warrants with the purchase of Series R. During the nine months ended , the Company issued an aggregate of 199,249,857 shares of common stock upon conversion of 920 shares of Series R preferred stock and the Company’s subsidiary, Water On Demand, Inc., executed a Secured Note Purchase Agreement upon redemption of an aggregate of 100 shares of Series R preferred stock. The shares were issued and exchanged within the terms of the agreement and no gain or loss was recognized. As of , there were 1,808 shares of Series R preferred stock issued and outstanding Series S On February 5, 2021, the Company designated 430 shares of preferred stock as Series S. The Series S has a stated value of $1,000 per share, and entitles holders to receive cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly within 60 days from the end of such fiscal quarter. The Series S holders are not entitled to any voting rights except as may be required by applicable law. The Series S is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series S being converted by the conversion price, provided that, the Series S may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series S at any time while the Series S are outstanding at a redemption price equal to the stated value plus any accrued but unpaid dividends. During the nine months ended , the Company issued an aggregate of 8,864,250 shares of common stock upon conversion of 50 shares of Series S preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. Series U On May 26, 2021, the Company designated 5,000 shares of preferred stock as Series U. The Series U has a stated value of $1,000 per share. The Series U holders are not entitled to any dividends and do not have any voting rights except as may be required by applicable law. The Series U is convertible into common stock of the Company in an amount determined by dividing 150% of the stated value of the Series U being converted by the conversion price; certain prior investors will also be entitled to certain make-good shares; provided that, the Series U may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The conversion price will be equal to the lesser of $0.20 or the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series U at any time at a redemption price equal to, if paid in cash, the stated value, or, if paid in shares of common stock, in an amount of shares determined by dividing 200% of the stated value being redeemed by the conversion price then in effect, and adding any applicable make-good shares. During the nine months ended 30 , the Company issued an aggregate of 19,051,616 shares of common stock upon conversion of 115 shares of Series U preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of , 2023, there were 270 shares of Series U preferred stock along with 6,447,500 warrants with a fair value of $1 (with exercise prices between $0.10 and $1.00) issued and outstanding. These warrants associated with Series U were valued using the Black Scholes model (See Note 4) Series W On April 28, 2021, the Company designated 3,390 shares of preferred stock as Series W. The Series W has a stated value of $1,000 per share, and Series W holders are entitled to cumulative dividends in cash at an annual rate of 12% of the stated value, payable quarterly. The Series W holders are not entitled to any voting rights except as may be required by applicable law. The Series W is convertible into common stock of the Company in an amount determined by dividing 200% of the stated value of the Series W being converted by the conversion price; provided that, the Series W may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock. The conversion price will be equal to the average closing sale price of the common stock for the five trading days prior to the conversion date. The Company has the right (but no obligation) to redeem the Series W at any time at a redemption price equal to the stated value plus any accrued but unpaid dividends. During the nine months ended 30, 2023, the Company issued an aggregate of 2,318,842 shares of common stock upon conversion of 8 shares of Series W preferred stock and exchanged an aggregate of shares of Series K preferred stock for shares of Series W preferred stock. As of , 2023, there were 912 shares of Series W preferred stock issued and outstanding Series X On August 10, 2021, the Company designated 25 shares of preferred stock as Series X. The Series X had a stated value of $10,000 per share. The Series X holders were not entitled to any dividends and did not have any voting rights except as may have been required by applicable law. The Series X was convertible into common stock of the Company pursuant to the Series X COD, provided that, the Series X was not to be converted into common stock to the extent such conversion would have resulted in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which amount may have been increased up to 9.99% upon 61 days’ written notice). Beginning on the one year anniversary of the subscription agreement for the Series X Preferred Stock, until the two year anniversary of the subscription agreement, the holders had the right to require the Company to redeem all of the Series X purchased by the subscriber at a price equal to 125% of the $250,000 original purchase price, or $312,500. The holders also had the right, exercisable at any time, to require the Company to redeem all of the holder’s Series X in exchange for the issuance of shares of the Company’s common stock in an amount equal to 250% of the original $250,000 purchase price, or $625,000, divided by the closing price of the Company’s common stock as of the date the holders executed the subscription agreement . During the nine months ended , the Company’s subsidiary, Water On Demand, Inc., executed a Secured Note Purchase Agreement upon redemption of an aggregate of 25 shares of Series X preferred stock, which had a stated value of $250,000. The shares were redeemed within the terms of the agreement and no gain or loss was recognized. As of , there were no shares of Series X preferred stock issued and outstanding Series Y On December 6, 2021, the Company designated 3,000 shares of preferred stock as Series Y. The Series Y has an original issue price of $100,000 per share, and holders are entitled to receive, on a pro rata and pari passu basis, annual distribution of up to 25% of annual net profits of newly established, wholly-owned, Water On Demand subsidiaries, designated by each holder, paid within 3 months of subsidiary’s accounting year-end. The Series Y holders are not entitled to any voting rights except as may be required by applicable law. The Series Y is convertible into common stock of the Company pursuant to the Series Y COD, provided that, the Series Y may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which may be increased up to 9.99% upon 61 days’ written notice). The Company has the right (but no obligation) to redeem the Series Y at any time at a redemption price equal to, if paid in cash, the original issue price plus any accrued but unpaid distributions of 25% of the subsidiary’s annual net profits. In addition, the Series Y holders received shares of Series A preferred stock in the Company’s subsidiary Water On Demand, Inc or warrants to purchase common shares in Water On Demand, Inc. During the nine months ended September 30, 2023, the Company received aggregate net funding in the amount of $516,300 through the sale of Series Y preferred stock, including the redemption of an aggregate of 0.1 shares of Series Y preferred stock equal to the stated value of $ The shares were issued within the terms of the agreement and no gain or loss was recognized. Series Z On February 11, 2022, the Company designated 25 shares of preferred stock as Series Z. The Series Z has an original issue price of $10,000 per share. The Series Z holders are not entitled to dividends or any voting rights except as may be required by applicable law. The Series Z is convertible into common stock of the Company pursuant to the Series Z COD, provided that, the Series Z may not be converted into common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company’s outstanding common stock (which amount may be increased up to 9.99% upon 61 days’ written notice). The Company has the right (but no obligation) to redeem the Series Z at any time at a redemption price equal to the original issue price plus any accrued but unpaid distributions of 25% of Subsidiary’s annual net profits. On February 18, 2022, the Company issued and sold to an accredited investor an aggregate of shares of Series Z preferred stock for a purchase price of $ and issued an aggregate of warrants. During the nine months ended 30 , the Company issued an aggregate of 61,728,395 shares of common stock upon conversion of 25 shares of Series Z preferred stock. The shares were issued within the terms of the agreement and no gain or loss was recognized. As of , there were 2,500,000 warrants with a fair value of $16,591 (with an exercise price of $0.10) and no shares of Series Z preferred stock issued and outstanding. As of September 30, 2023, the Company accrued aggregate dividends in the amount of $436,456 for all series of preferred stock. During the nine months ended September 30, 2023, the Company redeemed an aggregate of 810,707,922 shares of common stock at prices ranging from $0.006 to $.013 per share with a value of $81,070 relating to Series R and Series Y conversions and settlement agreements with certain WODI convertible secured promissory note holders. The Series J, Series L, Series M, Series O, Series P, Series Q Series R, Series S, Series T, Series U, Series V, Series W, Series X, Series Y, and Series Z preferred stock are accounted for outside of permanent equity due to the terms of conversion at a market component or stated value of the preferred stock. Water On Demand, Inc. (“WODI”) Preferred Stock On April 22, 2022, WODI designated 50,000,000 shares of authorized Preferred Stock at $0.0001 par value per share. Series A On October 13, 2022, WODI designated 1,000,000 shares of its authorized preferred stock as Series A preferred stock. The shares of Series A preferred stock are reserved for issuance to the holders of parent Company’s, OriginClear, Inc., Series Y preferred shares and issuable to the holders of the Series Y shares at a ratio of 500:1. The holders of Series A preferred shares shall not be entitled to dividends and shall not be entitled to a vote until such time as the Series A preferred shares are converted to common shares. Each share of Series A preferred stock shall be convertible, at any time at the conversion ratio of 50:1, or such other rate as determined by the Board, provided, however that at no time shall the total number of issued and outstanding Series A preferred shares, on a converted basis, be less than ten percent (10%) (‘Dilution Floor’) of the total authorized shares of common stock (on a fully diluted basis) based upon an anticipated sale of $20,000,000 in Series Y shares. The dilution floor shall be adjusted proportionately based upon the actual number of Series Y shares sold. On November 7, 2022, WODI filed an Amended and Restated Certificate of Incorporation and effected a 20:1 reverse stock split with respect to the common shares and the Series A preferred shares. During the nine months ended September 30, 2023, WODI issued an aggregate of 6,791 shares of its Series A preferred stock to certain holders of the Company’s Series Y preferred stock at par value of $0.0001. Due to WODI’s merger with PWT on September 21, 2023 ( See Footnote 9) As of Valuation The Series A preferred shares were valued by an independent valuation expert based on a Probability Weighted Expected Return Methodology (“PWERM”) with an underlying Discounted Cash Flow (“DCF”) analysis. The following parameters were considered in this analysis: 1. Two settlement options - either a merger occurs with the SPAC and the likelihood of it occurring or the merger does not occur. 2. Three main tranches of valuation dates were considered based on the dates of bulk issuances of shares. 3. SPAC offer value – which was based on management’s representations of the terms under negotiation during the time of issuances. 4. Base value of WODI – which was supported by a market analysis completed by management at the time of implementing the Reg A offering and a subsequent increase in base value in Q3, 2023 based on the estimated fair value of the Modular Water Systems assets contributed to the business and merger with PWT. 5. Timing of a settlement event/conversion event for the Series A shares under the two settlement options. 6. The expected outstanding issuance of Series Y and convertible debt as of settlement Based on the above, the value of WODI Series A preferred shares were determined to be as follows: Valuation Date Fair Value of 12/28/2022 $ 56.68 02/08/2023 $ 106.67 06/15/2023 $ 266.73 08/21/2023 $ 54.58 Out of the total 6,791 shares issued during the nine months ended September 30, 2023, 201 shares were issued in Q1, 2023 and were valued at $106.67 per share, 8 shares which were issued in Q2, 2023 were valued at $266.73 per share, and 6,582 shares which were issued in Q3, 2023 were valued at $54.58 for an aggregate expense of $382,793 for the nine months ended September 30, 2023 and recorded as preferred stock incentive compensation in the consolidated financial statements. Series B On April 28, 2023, WODI designated 1,000,000 shares of its authorized preferred stock as Series B preferred stock. The shares of Series B preferred stock have an initial issuance value of $5.00 per share and are reserved for issuance to the holders of parent Company’s, OriginClear, Inc., Series X preferred shares and other direct issuances at the discretion of the WODI board of directors. The holders of Series B preferred shares shall not be entitled to dividends and shall not be entitled to a vote until such time as the Series B preferred shares are converted |
Options and Warrants
Options and Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Options and Warrants [Abstract] | |
OPTIONS AND WARRANTS | 4. OPTIONS AND WARRANTS Restricted Stock to CEO Between May 12, 2016, and January 1, 2022, the Company entered into Restricted Stock Grant Agreements (“the RSGAs”) with its Chief Executive Officer, Riggs Eckelberry, to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the RSGAs are performance based shares. The RSGAs provides for the issuance of up to an aggregate of 242,109,214 shares of the Company’s common stock to Mr. Eckelberry provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to an aggregate of 121,054,607 shares of its common stock; b) If the Company’s consolidated operating profit ( Operating Profit = Operating Revenue - Cost of Goods Sold - Operating Expenses - Depreciation & Amortization Restricted Stock to the Board, Employees and Consultants Between May 12, 2016, and August 4, 2022, the Company entered into Restricted Stock Grant Agreements (“the BEC RSGAs”) with its members of the Board, employees, and consultants to create management incentives to improve the economic performance of the Company and to increase its value and stock price. All shares issuable under the BEC RSGAs are performance based shares. The BEC RSGAs provide for the issuance of up to 220,686,042 shares of the Company’s common stock to employees and consultants provided certain milestones are met in certain stages; a) If the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $15,000,000 for the trailing twelve month period as reported in the Company’s quarterly or annual financial statements, the Company will issue up to an aggregate of 110,343,021 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 14, 2019, the Board of Directors approved an amendment to the RSGAs and BEC RSGAs to include an alternative vesting schedule for the Grantees and on January 26, 2022, the Company amended the procedures for processing the RSGAs and BEC RSGAs. Once a Grantee is eligible to participate in alternate vesting, then they will be added to the list of alternate vestees, enlarging the pool of vestees among which, 10% of stock sales that are allowed under the agreement is divided for the next year. The Company then (i) calculates the value of the Company common stock traded in the year immediately prior to the vesting year, using daily adjusted close and volume, as quoted on the public securities trading market on which the Company’s common stock is then traded (ii) determines the cost basis of the shares, which shall be the closing price quoted on the public securities trading market, quoted on the first trading day of the vesting year which will be the grantee’s cost basis, and (iii) applies the 10% calculation and divides it into the number of qualifying alternate vestees, giving the gross number of shares available to each Grantee. For each alternate vestee for each year in which there occurs a vesting or a potential vesting, the Company (i) does a 90-day lookback from the first day of the latest vesting month, to limit cumulative vesting of shares for each alternate vestee for the 90-day period to 1% of total Company shares of common stock outstanding for the period, using the then current figure for shares outstanding at the time of the lookback; (ii) places the excess shares (the “Overlimit Shares”) in suspense for issuance in the next 90-day period so that in each future 90-day period they may be issued, and (iii) if on the 90-day lookback, cumulative issuances are less than 1% of shares outstanding, the Company will add the shares from previous 90-day lookback, if any. For the avoidance of doubt, the Company will not record any Overlimit Shares as vested until such as time as they have been finally issued. If the fair market value of the Company’s common stock on the date the shares are vested is less than the fair market value of the Company’s common stock on the effective date of the RSGA or BEC RSGA, then the number of vested shares issuable (assuming all conditions are satisfied) shall be increased so that the aggregate fair market value of vested shares issuable on the vesting date equals the aggregate fair market value that such number of shares would have had on the effective date. Upon the occurrence of a Company performance goal, the right to participate in the alternate vesting schedule will terminate, and the vesting of the remaining unvested shares will be as set forth under the restricted stock award agreement. to the BEC RSGAs. Warrants During the nine months ended September 30, 2023, the Company issued 4,130,400 purchase warrants, associated with the preferred stocks. A summary of the Company’s warrant activity and related information follows for the nine months ended September 30, 2023: September 30, 2023 Number of Weighted Outstanding - beginning of period 93,344,989 $ 0.1217 Granted 4,130,400 $ 0.125 Exercised - - Expired (31,561,500 ) $ (0.05 ) Outstanding - end of period 65,913,889 $ 0.1463 At September 30, 2023, the weighted average remaining contractual life of warrants outstanding: September 30, 2023 Weighted Remaining Exercisable Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) $ 0.02 600,000 600,000 2.92 $ 0.10 2,500,000 2,500,000 3.39 $ 0.25 6,146,000 6,146,000 0.01 - 3.22 $ 0.0275 8,727,273 8,727,273 7.66 $ 0.125 46,380,616 46,380,616 3.27 - 4.92 $ 1.00 1,560,000 1,560,000 0.75 - 1.21 65,913,889 65,913,889 The derivative liability recognized in the financial statements for the warrants as of September 30, 2023 was $436,071. At September 30, 2023, the aggregate intrinsic value of the warrants outstanding was $0. |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Promissory Notes [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | 5. CONVERTIBLE PROMISSORY NOTES OriginClear, Inc. As of September 30, 2023, the outstanding convertible promissory notes are summarized as follows: Convertible Promissory Notes $ 2,617,692 Less current portion 2,472,945 Total long-term liabilities $ 144,747 Maturities of long-term debt for the next three years are as follows: Period Ending September 30, Amount 2023 597,945 2024 1,875,000 2026 13,772 2028 130,975 $ 2,617,692 On various dates from November 2014 through April 2015, the Company issued unsecured convertible promissory notes (the “2014-2015 Notes”), that matured on various dates and were extended for an additional sixty (60) months from the effective date of each Note. The 2014-2015 Notes bear interest at 10% per year. The maturity dates were extended to November 2023 through April 2024. The 2014-2015 Notes may be converted into shares of the Company’s common stock at conversion prices ranging from the lesser of $4,200 to $9,800 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the 2014-2015 Notes. In addition, for as long as the 2014-2015 Notes or other convertible notes in effect between the purchaser and the Company are outstanding, if the Company issues any security with terms more favorable than the terms of the 2014-2015 Notes or such other convertible notes or a term was not similarly provided to the purchaser of the 2014-2015 Notes or such other convertible notes, then such more favorable or additional term shall, at the purchaser’s option, become part of the 2014-2015 Notes and such other convertible notes. The conversion feature of the 2014-2015 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the 2014-2015 Notes. During the nine months ended September 30, 2023, the Company has issued 55,788,402 shares upon conversion of principal in the amount of $91,000, plus accrued interest of $76,365. As of September 30, 2023, the 2014-2015 Notes had an aggregate remaining balance of $683,700 of which $615,000, is short term and $68,700 is long term. The unsecured convertible promissory notes (the “OID Notes”) had an aggregate remaining balance of $184,124, plus accrued interest of $13,334. The OID Notes included an original issue discount and one-time interest, which has been fully amortized. The OID Notes matured on June 30, 2023, which were extended to June 30, 2028. The OID Notes were convertible into shares of the Company’s common stock at a conversion price initially of $30,620. After the amendment, the conversion price changed to the lesser of $5,600 per share, or b) fifty percent (50%) of the lowest trade price of common stock recorded since the original effective date of this note, or c) the lowest effective price per share granted to any person or entity after the effective date. The conversion feature of the OID Notes was considered a derivative in accordance with current accounting guidelines, because of the reset conversion features of the OID Notes. There was a change in the OID Note to accrue interest on a monthly basis. As of September 30, 2023, the remaining balance on the OID Notes was $62,275, which is long term. The Company issued various, unsecured convertible promissory notes (the “2015 Notes”), on various dates with the last of the 2015 Notes being issued in August 2015. The 2015 Notes matured and were extended from the date of each tranche through maturity dates ending on February 2024 through March 2024, and April 2024 through August 2024. The 2015 Notes bear interest at 10% per year. The 2015 Notes are convertible into shares of the Company’s common stock at conversion prices ranging from the lesser of $1,400 to $5,600 (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or 50% of the lowest trade price on any trade day following issuance of the 2015 Notes. The conversion feature of the 2015 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the 2015 Notes. As of September 30, 2023, the 2015 Notes had an aggregate remaining balance of $1,200,000, which is short term. The Company issued a convertible note (the “Dec 2015 Note”) in exchange for accounts payable in the amount of $432,048, which could be converted into shares of the Company’s common stock after December 31, 2015. The Dec 2015 Note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. The Dec 2015 Note did not meet the criteria of a derivative, and was accounted for as a beneficial conversion feature, which was amortized over the life of the Dec 2015 Note and recognized as interest expense in the financial statements. On January 1, 2016, the Dec 2015 Note met the criteria of a derivative and was accounted for under ASC 815. The Dec 2015 Note has zero stated interest rate, and the conversion price shall be equal to 75% of the average three lowest last sale prices traded during the 25 trading days immediately prior to conversion. As of September 30, 2023, the remaining balance on the Dec 2015 Note was $167,048, which is short term. The Company issued a convertible note (the “Sep 2016 Note”) in exchange for accounts payable in the amount of $430,896, which could be converted into shares of the Company’s common stock after September 15, 2016. The Sep 2016 Note was accounted for under ASC 470, whereby, a beneficial conversion feature was recorded at time of issuance. The Sep 2016 Note met the criteria of a derivative and was accounted for under ASC 815. The Sep 2016 Note has zero stated interest rate, and the conversion price shall be equal to 75% of the average three lowest last sale prices traded during the 25 trading days immediately prior to conversion. The Sep 2016 Note did not meet the criteria of a derivative at the date of the issuance, and was accounted for as a beneficial conversion feature, which was amortized over the life of the Sep 2016 Note and recognized as interest expense in the financial statements. The conversion feature of the Sep 2016 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion feature of the Sep 2016 Note. As of September 30, 2023, the remaining balance on the Sep 2016 Note was $430,896, which is short term. The Company issued two (2) unsecured convertible promissory notes (the “Apr & May 2018 Notes”), in the aggregate amount of $300,000 on April 2, 2018 and May 31, 2018. The Apr & May 2018 Notes had maturity dates of April 2, 2019 and May 31, 2019, respectively. The Apr & May 2018 Notes bear interest at 10% per year. The Apr & May 2018 Notes may be converted into shares of the Company’s common stock at a variable conversion price of 50% of the lesser of the lowest trading price twenty-five (25) trading days prior to conversion. The conversion feature of the Apr & May 2018 Notes was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Notes. On March 13, 2019, the Company entered into a settlement agreement with the investor in the amount of $570,000, based on the outstanding balance due and payable under the Apr & May 2018 Notes. The Company set up a reserve of 2,630,769 shares of common stock of the Company for issuance upon conversion by the investor of the amounts owed under the Notes, in accordance with the terms of the Notes, including, but not limited to the beneficial ownership limitations contained in the Notes. In addition to the foregoing, upon the sale by the investor of the settlement shares as delivered to the investor by the Company, resulting in total net proceeds less than the settlement value, the investor is entitled to additional settlement shares of the Company’s common stock. If after the investor has sold all settlement shares, the investor delivers a written notice to the Company certifying that the investor is entitled to additional settlement shares of the Company’s common stock (the “Make-Whole Shares”). The number of make-whole shares being equal to the greater of ((i) zero and (ii) the quotient of (1) the difference of (x) the settlement value with respect to each sale of shares by the Investor after the delivery of the Settlement Shares, minus (y) the aggregate net consideration received by the Investor from the resale of all shares of common stock issued by the Company, divided by (2) the average trailing closing price for ten (10) trading days for the shares immediately preceding the date of delivery of the make-whole shares. During the period the Company wrote off the loan and recorded a gain on the write-off of the note payable. As of September 30, 2023, there was no remaining balance. The Company entered into an unsecured convertible promissory note (the “Nov 20 Note”), on November 19, 2020 in the amount of $50,000. The Company received funds in the amount of $50,000. The Nov 20 Note had an original maturity date of November 19, 2021 and was extended for an additional sixty (60) months from the maturity date. The Nov 20 Note bears interest at 10% per year. The Nov 20 Note may be converted into shares of the Company’s common stock at a lesser price of $0.05 per share or (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade after the effective date, or (c) the lowest effective price per share granted. In addition, for each conversion, in event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day until the shares are delivered. The conversion feature of the Nov 20 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. As of September 30, 2023, the remaining balance on the Nov 20 Note was $13,772, which is long term. The Company entered into an unsecured convertible promissory note (the “Jan 21 Note”), on January 25, 2021 in the amount of $60,000. The Company received funds in the amount of $60,000. The Jan 21 Note had an original maturity date of January 25, 2022 and was extended for an additional sixty (60) months from the maturity date. The Jan 21 Note bears interest at 10% per year. The Jan 21 Note may be converted into shares of the Company’s common stock at a conversion price equal to the lower of (a) $0.05 per share, (b) fifty percent (50%) of the lowest trade price of common stock recorded on any trade after the effective date, or (c) the lowest effective price per share granted. In addition, for each conversion, in event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day shall be assessed for each day after the third business day until the shares are delivered. The conversion feature of the Jan 25 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features of the Note. The Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $3,743 during the year ended December 31, 2022. As of September 30, 2023, the balance of the Jan 21 Note was $60,000, which is short term. We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The note has no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the note in its entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations. The derivative liability recognized in the financial statements for the convertible promissory notes as of September 30, 2023 was $10,381,519. Water On Demand, Inc. In December 2022, WODI raised capital and issued convertible secured promissory notes in the amount of $1,347,500 to investors with 10% interest per annum. The notes were issued to raise capital needed to acquire the equity interests in Fortune Rise Acquisition Corporation (the “SPAC”) for the purchase price of $400,000 and to pay off the promissory notes the SPAC owed to sellers. Per the terms and conditions of the convertible promissory notes, all unpaid principal, together with any unpaid and accrued interest shall be due and payable on the earlier of the twelve (12) month of the date of the Notes (the “Maturity Date”) provided, that WODI shall have the option to extend the Maturity Date for up to two (2) six-month extensions, or (ii) when, upon the occurrence and during the continuance of an event of default. During the nine months ended September 30, 2023, WODI raised additional capital of $6,346,500 and an investor exchanged the Company’s Series X preferred stock in the amount of $250,000 and Series R preferred stock in the amount of $100,000 for a WODI convertible secured promissory note. Also during the period ended September 30, 2023, per settlement, conversion and redemption agreements with WODI shareholders, an aggregate of 810,707,922 shares of the Company’s common stock were redeemed at a market price of $0.01, which was added to the cash value of the shareholders’ investment to purchase WODI convertible secured promissory notes. The loss relating to these settlement and conversion agreements of $7,728,089 was accounted for in the consolidated statements of operations. As of September 30, 2023, WODI had outstanding convertible secured promissory notes in the amount of $15,772,089. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contracts with Customers [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6. REVENUE FROM CONTRACTS WITH CUSTOMERS Equipment Contracts Revenues and related costs on equipment contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. The following table represents a disaggregation of revenue by type of good or service from contracts with customers for the nine months ended September 30, 2023. Nine Months Ended September 30, 2023 2022 Equipment Contracts $ 2,174,949 $ 5,829,960 Component Sales 901,932 1,390,243 Waste Water Treatment Systems 1,660,625 325,005 Pump Stations 364,945 179,005 Rental Income 19,719 19,719 Services Sales 36,095 24,201 Internet Sales 39,390 - Commission & Training 3,263 - $ 5,200,918 $ 7,768,133 Revenue recognition for other sales arrangements, such as sales for components, and service sales will remain materially consistent. Contract assets represents revenues recognized in excess of amounts billed on contracts in progress. Contract liabilities represents billings in excess of revenues recognized on contracts in progress. Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying balance sheets, as they will be liquidated in the normal course of the contract completion. The contract asset for the nine months ended September 30, 2023 and the year ended December 31, 2022, was $908,327 and $1,479,491, respectively. The contract liability for the nine months ended September 30, 2023 and the year ended December 31, 2022, was $1,271,095 and $932,458, respectively. |
Financial Assets
Financial Assets | 9 Months Ended |
Sep. 30, 2023 | |
Financial Assets [Abstract] | |
FINANCIAL ASSETS | 7. FINANCIAL ASSETS Fair value investment in Securities On November 12, 2021, the Company served a conversion notice to WTII and recorded additional interest and fees of $15,988 through that date, according to the terms of the securities purchase agreement for an aggregate of $149,867. The Note was converted into 45,208,649 shares of WTII common stock. As of September 30, 2023, the investment in securities was recorded at fair value in the amount of $22,604, with an unrealized loss of $4,521. On May 15, 2018, the Company received 4,000 shares of WTII Series C convertible preferred stock for the use of OriginClear, Inc. technology associated with their proprietary electro water separation system. Each share of Series C convertible preferred stock is convertible into one thousand (1,000) shares of WTII common stock. The stock was valued at fair market value of $0.0075 for a price of $30,000 on the date of issuance. The Company analyzed the licensing agreement using ASU 606 to determine the timing of revenue recognition. The licensing of the intellectual property (IP) is distinct from the non-license goods or services and has significant standalone functionality that provides a benefit or value. The functionality will not change during the license period due to the licensor’s activities. Because the significant standalone functionality was delivered immediately, the revenue was recognized in the financial statements as of June 30, 2018. As of September 30, 2023, the fair value of the preferred shares was $3,200, and had a gain in fair value of $800. |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2023 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | 8. LOANS PAYABLE Secured Loans Payable The Company entered into short term loans with various lenders for capital expansion secured by the Company’s assets in the amount of $1,749,970, which included finance cost of $624,810. The finance cost was amortized over the terms of the loans, which have various maturity dates ranging from October 2018 through February 2019. As of December 31, 2020, the finance cost was fully amortized. The term of the loans ranged from two months to six months. The net balance as of September 30, 2023 was $30,646. |
Water on demand inc.
Water on demand inc. | 9 Months Ended |
Sep. 30, 2023 | |
Water on demand inc. [Abstract] | |
WATER ON DEMAND INC. | 9. WATER ON DEMAND INC. Water On Demand, Inc. (“WODI”) was incorporated in the state of Nevada on April 22, 2022. WODI, with the support of its parent, OriginClear, Inc (the “Company”), is developing a new outsourced water treatment business called “Water On Demand”: or “WOD”. The WOD model intends to offer private businesses the ability to pay for water treatment and purification services on a per-gallon basis. This is commonly known as Design-Build-Own-Operate or “DBOO”. WODI intends to work with regional water service companies to build and operate the water treatment systems it finances. On March 23, 2022, WODI announced that it was evaluating the first pilot opportunity, a 50,000 gallon per day wastewater treatment project. On November 16, 2022, WODI filed a Form 1-A Offering Circular for an offering under Regulation A (the “Offering”) of the Securities Act of 1933 with the U.S. Securities and Exchange Commission. The purpose of the Offering is to allow potential investors the opportunity to invest directly in WODI. The Offering has a minimum investment of $1,000 and will be on a best-efforts basis. On December 22, 2022, WODI entered into a Membership Interest Purchase and Transfer Agreement (the “Purchase Agreement”) with Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan (each a “Seller”, and collectively, the “Sellers”) and Fortune Rise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which WODI purchased 100 membership interests in the Sponsor (“Purchased Interests”) from the Sellers, which constitutes 100% of the membership interests in the Sponsor. The Sponsor owns 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B common stock (the “Class B Common Stock”) of Fortune Rise Acquisition Corporation, a Delaware Corporation (“FRLA” or the “SPAC”). On December 29, 2022, the Company announced that its subsidiary, Water On Demand, Inc. had closed its acquisition of Fortune Rise Sponsor, LLC, which is the sponsor of Fortune Rise Acquisition Corp. On December 22, 2022, WODI paid a total of $1,137,267 to the Sellers of Fortune Rise Sponsor, LLC which included a total of $400,000 to purchase the membership interest in Class B Common Stock of FRLA and $737,267 for compensating the payment made by the Sellers on November 4, 2022, towards the first extension of the SPAC through February 5, 2023. In connection with the Extension Payment, FRLA issued unsecured promissory notes to the Sellers. As of December 31, 2022, the $737,267 amount was reflected as Notes Payable to related party on the consolidated balance sheet of the SPAC. FRLA is a blank check company incorporated in February 2021 as a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. FRLA is a “shell company” as defined under the Exchange Act of 1934, as amended, because it has no operations and nominal assets consisting almost entirely of cash. The SPAC will not generate any operating revenues until after the completion of its initial business combination, at the earliest. On December 29, 2022, pursuant to a Membership Interest Purchase and Transfer Agreement and Securities Transfer Agreement with the members of the Sponsor, WODI acquired the membership interests of the Sponsor and became the beneficial owner of 2,343,750 shares of FRLA Class B Common Stock, each of which is exercisable into one share of FRLA Class A Common Stock. The purchase price for the membership interests was $400,000. To acquire the equity interests in FRLA for the purchase price of $400,000, WODI issued convertible secured promissory notes to investors at 10% interest per annum. Per the terms and conditions of the convertible promissory note, all unpaid principal, together with any unpaid and accrued interest shall be due and payable on the earlier of the twelve (12) month of the date of the Note (the “Maturity Date”) (provided, WODI shall have the option to extend the Maturity Date for up to two (2) six-month extensions, or (ii) when, upon the occurrence and during the continuance of an Event of Default. On January 5, 2023, WODI signed a non-binding Letter of Intent (the “LOI”) with Fortune Rise Acquisition Corporation, (“FRLA” collectively with WODI, the “Parties”). The LOI is not binding on the Parties and is intended solely to guide good-faith negotiations toward a definitive business combination agreement. The Parties will work together in good faith with their respective advisors to agree on a structure for the business combination that is most expedient to the consummation of the acquisition, which may result in a new (merged) entity. Pursuant to the LOI, if a business combination were to be consummated and approved, all of the outstanding equity securities of WODI, including all shares of common stock, preferred stock, outstanding options and warrants will convert into new equity of the merged entity. On February 7, 2023, FRLA and OriginClear Inc. announced that WODI deposited $977,500 (the “Second Extension Payment”) into FRLA’s trust account for its public shareholders, representing $0.10 per public share, which enables FRLA to extend the period of time it has to consummate its initial business combination by an additional three months from February 5, 2023 to May 5, 2023 (the “Second Extension”). WODI assumed the obligation to make any necessary extension payments in connection with the extension of the period of time in which the SPAC may consummate its initial business combination as described in the SPAC’s S-1 Registration Statement, including the three-month extension from November 5, 2022 to February 5, 2023, the Second Extension for an additional three months from February 5, 2023 to May 5, 2023 and a final extension for an additional six months from May 5, 2023 to November 5, 2023. On April 10, 2023, at the Special Meeting, a total of 10,514,410 (or 81.61%) of FRLA’s issued and outstanding shares of Class A common stock and Class B common stock held of record as of March 3, 2023, were present either in person or by proxy, which constituted a quorum. In that FRLA shareholders agreed to an extension of the period of time it has to consummate its initial business combination by an additional six months from May 5, 2023 to November 5, 2023. FRLA’s stockholders voted on to approve and adopt the extension amendment which received sufficient votes (more than 65%) for approval. On April 14, 2023, WODI entered into an Asset Purchase Agreement with the Company, whereby it agreed to purchase all of the assets related to the Company’s “Modular Water Service” business, including licenses, technology, intellectual property, contracts, business models, patents and other assets in exchange for 6,000,000 shares of WODI common stock. The assets include a reissuance for a new ten-year term of OriginClear’s existing global master license to the five patents and related Intellectual Property of inventor Daniel M. Early, P.E., who heads Modular Water, and the right to file patents for all additional inventions since 2018, when OriginClear created the unit. MWS is in commercial operation and operates as a division of WODI. On April 14, 2023, the Company transferred the assets associated with its Modular Water Systems division (“MWS” or “Modular Water”) (www.modularwater.com) to WODI. On September 21, 2023, WODI entered into a merger agreement with PWT whereby WODI was merged with PWT. The merger of these entities was completed to create better enterprise value for a potential merger opportunity with FRLA. In connection with the merger with WODI, PWT changed its name to Water on Demand, Inc. On September 28, 2023, WODI nominated the combined PWT/WODI merged entity, for merger with FRLA. Accordingly, the Letter of Intent (“LOI”) executed on January 5, 2023 with WODI was amended to designate PWT as the new target of the acquisition. Under the amended LOI, FRLA proposed to acquire all the outstanding securities of PWT, based on certain material financial and business terms and conditions being met. The LOI is not binding on the parties and is intended solely to guide good-faith negotiations toward definitive agreements. On October 24, 2023 FRLA and WODI entered into a definitive business combination agreement (the “BCA”). The transaction represents a pro forma equity valuation of approximately $72 million of the Combined Company, assuming no further redemptions of FRLA public shares by FRLA’s public shareholders. The estimated cash proceeds available to the Combined Company from the transaction consists of FRLA’s $ 39,635,883 of cash held in trust, assuming no further redemptions of FRLA public shares. Upon closing of the transactions contemplated under the BCA, and assuming none of FRLA’s public shareholders elect to redeem their shares of common stock and no additional shares of common stock are issued, it is anticipated that FRLA’s public shareholders would retain an ownership interest of approximately 46% of the Combined Company, the sponsors, officers, directors and other holders of FRLA founder shares and private shares will retain an ownership interest of approximately 18% of the Combined Company, and the WOD stockholders will own approximately 36% of the Combined Company, based on its agreed acquisition valuation of $32 million, an approximate 3.2x multiple of its 2022 revenue. The existing stockholders of WOD are expected to roll 100% of their equity into the Combined Company. On October 25, 2023, at the Special Meeting, a total of 5,687,847 (or 84.59 %) of FRLA’s issued and outstanding shares of Class A common stock and Class B common stock held of record, were present either in person or by proxy, which constituted a quorum. FRLA shareholders approved a proposal to extend the period of time FRLA has to consummate its initial business combination by an additional one year from November 5, 2023 to November 5, 2024, by up to twelve one-month extensions, subject to certain conditions. Promissory Notes Since buying the sponsorship interest in the SPAC on December 22, 2022 through September 30, 2023, WODI and the Company made payments on behalf of the SPAC in the aggregate amount of $3,260,985. As of September 30, 2023, WODI and the Company received an aggregate of $3,260,985 in unsecured promissory notes (the “SPAC Notes”) from the SPAC in exchange for the payments made on behalf of the SPAC to meet its operating expenses and the extension payments. The SPAC Notes are non-interest bearing and payable (subject to the waiver against SPAC trust provisions) on the earlier of (i) consummation of the SPAC initial business combination; and (ii) the date of the liquidation of the SPAC. The principal balance of each SPAC Note may be prepaid at any time, at the election of the SPAC. As of the date of this filing, the SPAC has been extended through November 5, 2024, to give the Company adequate time to complete all the necessary administrative and regulatory steps, including filing of the registration statement and timely respond to satisfy potential comments, from regulatory bodies to consummate the business combination. Management continues to estimate the likelihood of the merger at 50%. Impairment of receivable Although the payments made on behalf of the SPAC are amounts receivable to WODI, for the period ended September 30, 2023, WODI considered the aggregate amount of $3,260,985 for the SPAC Notes to be impaired and recorded it as an expense on the consolidated income statements, as it is deemed probable that the SPAC may not have funds to pay back with interest all of the Class A shareholders and WODI for the amounts advanced to the SPAC. In the event of WODI successfully merging with the SPAC, all amounts paid by WODI on behalf of the SPAC, including any future payments made until such merger is fully consummated will be received back by WODI. Integration of MWS into WODI On April 14, 2023 (the “Effective Date”), WODI entered into an Asset Purchase Agreement with the Company, whereby it agreed to purchase all of the assets related to the Company’s Modular Water Systems (“MWS”) business, including licenses, technology, intellectual property, contracts, business models, patents and other assets in exchange for 6,000,000 shares of WODI common stock. The assets included MWS accounts receivables and accounts payables as of April 14, 2023 and an assignment of the Company’s existing global master license to the patents of inventor Daniel M. Early, P.E., who heads MWS, and the right to file patents for all additional inventions since 2018, when OriginClear created the MWS unit. Beginning on the Effective Date, all MWS transactions including revenue, accounts payable and accounts receivable were transferred from the Company’s Progressive Water Treatment, Inc. (“PWT”) subsidiary over to the Company’s WODI subsidiary. PWT-WODI merger On September 21, 2023, WODI entered into a merger agreement with PWT to create better enterprise value for a potential merger opportunity with FRLA and a plan of merger agreement (the “PWT-WODI merger agreement”) was entered into between WODI and PWT. Per the PWT-WODI merger agreement, all shares of WODI common and preferred stock were exchanged for 2,406,822 shares of PWT common stock as merger consideration. WODI convertible notes and WODI Restricted Stock Grants were assumed by PWT and remain outstanding. The merger consideration of 2,406,822 shares of common stock of PWT were calculated as follows: ● Issued and outstanding shares of WODI common stock on a fully dilutive basis were calculated as of September 20, 2023 at 12,194,482. This included: WODI common stockholders - OCLN & Reg A shareholders and Series A and Series B preferred stockholders. ● WODI (including MWS) was valued at $6,425,184 based on 2022 MWS revenues of $ 2,00,870 ● WODI/ MWS price per share of $0.53 was arrived at by dividing the total fully diluted common stock (12,194,482) by the value of $6,425,184. ● PWT was valued at $26,695,716 based on 2022 PWT revenues of $8,342,411 using a 3.2 multiple of revenue. ● PWT price per share of $2.67 was arrived at by dividing the total fully diluted common stock (10,000,000) by the value of $26,695,716. ● Based on the valuation for each as mentioned above, an exchange ratio of 1:0.1973 was determined to ascertain the number of shares to be issued in PWT for every share held by WODI stockholder. ● Using the exchange ratio, the merger consideration of 2,406,822 shares in PWT was allocated to WODI shareholders as follows: OCLN – 2,171,067 common shares in PWT WODI Reg A – 2,368 common shares in PWT WODI Series A – 100,556 common shares in PWT WODI Series B – 132,830 common shares in PWT ● WODI Series A and Series B were converted to WODI common before the merger. Restricted Stock to WODI Board, Employees and Consultants Between August 12, 2022, and August 3, 2023, WODI entered into Restricted Stock Grant Agreements (the “WODI RSGAs”) with its members of the Board, employees, and consultants to create management incentives to improve the economic performance of WODI and to increase its value. WODI RSGAs provide for the issuance of up to 15,550,000 shares of WODI common stock provided certain milestones and vesting are met in certain stages. . WODI has not recognized any costs associated the WODI RSGAs because milestones and vesting have not been achieved. As the milestones are achieved, the shares shall become eligible for vesting and issuance. On September 21, 2023 the WODI RSGAs were assumed by PWT per the Merger Plan Agreement and per the conversion ratio of 0.19737 established in the Merger Plan Agreement, the 15,550,000 total issuable shares under the WODI RSGAs were converted to 3,069,100 total issuable shares and the WODI RSGAs were renamed Progressive Water Treatment Restricted Stock Grant Agreements (the “PWT RSGAs”). |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2023 | |
Line of Credit [Abstract] | |
LINE OF CREDIT | 10. LINE OF CREDIT During the nine months ended September 30, 2023, the Company obtained 12 month credit lines in the aggregate amount of $245,500, with an interest rate of 26.07%. During the nine months ended September 30, 2023, the Company paid principal in the amount of $105,621, leaving a principal balance of $139,879. During the nine months ended September 30, 2023, the Company paid interest in the amount of $23,415. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2023 | |
Assets Held for Sale [Abstract] | |
ASSETS HELD FOR SALE | 11. ASSETS HELD FOR SALE On March 1, 2021, the Company issued an aggregate of 630 shares of Series T Preferred Stock to an accredited investor (the “Purchaser’’) per terms of a Securities Purchase Agreement (the “SPA”). Per the SPA, the Company agreed to sell to Purchaser, and Purchaser agreed to purchase from the Company, 630 shares of the Company’s Series T, and two-year cashless warrants to acquire 25,200,000 shares of the Company’s common stock, valued at $0.05 per share per terms of the SPA, which were exercisable at any time in whole or in part. The purchaser and the Company agreed that in lieu of the purchase price for the Series T, the Purchaser transferred to the Company real property, with an aggregate value agreed to be $630,000 based on an appraisal from an international independent company at that time. The real property consisted of residential real estate in Buenos Aires Argentina valued at $580,000, and eight undeveloped lots valued at $50,000 in Terralta private neighborhood development. The real property exchanged for 630 shares of Series T was recorded at $630,000 and reflected on the balance sheet as a long term asset for sale at that time. The real property was listed for sale beginning in July 2021. However, based on indicator of impairment, during the year ended December 31, 2021, the Company adjusted the original value of the asset for sale from $630,000 to $514,000 and recorded an impairment of $116,000 in the consolidated financial statements During the period ended December 31, 2022, after evaluating several offers, the Company considered an offer for $400,000, which was $114,000 below the previously adjusted value and was indicative of the real estate market conditions in Buenos Aires Argentina. Based on that indicator of impairment, during the year ended December 31, 2022, the Company further adjusted the previous value of the asset for sale from $514,000 to $400,000 on the balance sheet and recorded an impairment of $114,000 in the consolidated financial statements. All Series T preferred stock was converted and the warrants associated with the Series T expired during the period ended December 31, 2022. In January 2023, the Company accepted the offer and on April 8, 2023, a deed was executed for the sale of the property for $400,000. The agreed upon payment terms were; $235,000 initial payment and the remaining $165,000 to be paid over fifteen monthly installments of $11,000 each. The initial payment was received by SMS Argentina (“SMS”), an accounting and consulting firm that was appointed by the Company as the Power of Attorney for the property. From the proceeds, SMS remitted taxes due on the transaction to the Federal Administration of Public Income (“AFIP”), which administers taxation in Argentina. On June 21, 2023, the Company received a payment of $164,935, net of all taxes assessed by AFIP and other closing fees associated with the sale of the property totaling $65,493 and recorded a receivable of $169,572 for the remaining amount on the consolidated financial statements as of June 30, 2023. Between July 1, 2023 through September 30, 2023, the Company received additional payments totaling $37,572. As of September 30, 2023, the balance of the receivable was $132,000 which is reflected on the consolidated financial statements. |
Employee Retention Tax Credit
Employee Retention Tax Credit | 9 Months Ended |
Sep. 30, 2023 | |
Employee Retention Tax Credit [Abstract] | |
EMPLOYEE RETENTION TAX CREDIT | 12. EMPLOYEE RETENTION TAX CREDIT Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) passed by the United States Congress and signed by the President, the Company was eligible for a refundable employee retention credit (the “ERTC”) subject to certain criteria. The Company’s subsidiary, Progressive Water Treatment applied for the ERTC and during the nine months ended September 30, 2023, received an aggregate of $126,879 which was recognized in the financial statements as other income. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Facility Rental – Related Party Our Dallas based subsidiary, PWT, rents an approximately 12,000 square foot facility located at 2535 E. University Drive, McKinney, TX 75069, with a current monthly rent of $8,500. Warranty Reserve Generally, a PWT project is guaranteed against defects in material and workmanship for one year from the date of completion, while certain areas of construction and materials may have guarantees extending beyond one year. The Company has various insurance policies relating to the guarantee of completed work, which in the opinion of management will adequately cover any potential claims. A warranty reserve has been provided under PWT based on the opinion of management and based on Company history in the amount of $20,000 for nine months ended September 30, 2023 and the year ending December 31, 2022. Litigation On July 12, 2023, the Company entered into a Confidential Settlement and Mutual Release Agreement (the “Settlement Agreement”) with Auctus Fund, LLC (“Auctus”) relating to the settlement and release of certain pending legal actions arising out of various loans and agreements between the Company and Auctus. Pursuant to the terms of the Settlement Agreement, the Company and Auctus have resolved all outstanding legal disputes and claims between them. The appeal that was Company and Auctus The terms and conditions of the Settlement Agreement are confidential and have no impact on the financial condition or operations of the Company. As of September 30, 2023, there were no material updates to the litigation matters with C6 Capital, LLC as previously disclosed in the Form 10-K filed on April 17, 2023. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. 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 October 2, 2023 and October 3, 2023, holders of the Company’s Series R preferred stock converted an aggregate of 200 Series R shares into an aggregate of 51,536,831 shares of the Company’s common stock. Between October 2, 2023 and November 29, 2023, an aggregate of 39,083,926 shares of common stock were redeemed by the Company, and the redemption amount, together with cash paid by the redeeming stockholders, were used by the stockholders to purchase convertible secured promissory notes from WODI. Between October 2, 2023 and November 29, 2023, holders of the Company’s Series Y preferred stock converted an aggregate of .7 Series Y shares into an aggregate of 22,540,380 shares, including make-good shares, of the Company’s common stock. Between October 4, 2023 and November 15, 2023, the Company issued to consultants an aggregate of 3,361,416 shares of the Company’s common stock. Between October 5, 2023 and December 6, 2023, WODI made payments on behalf of the SPAC in the aggregate amount of $567,000. Between October 6, 2023 and October 20, 2023, the Company entered into settlement agreements with certain accredited investors pursuant to which the Company issued an aggregate of 37,040,277 shares of the Company’s common stock in settlement of certain claims with such persons. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Polices [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of OriginClear, Inc. and its wholly owned operating subsidiaries, Progressive Water Treatment, Inc., Water on Demand Inc., Water On Demand1, Inc., Water On Demand2, Inc., Water On Demand3, Inc. and OriginClear Technologies, Ltd. All material intercompany transactions have been eliminated upon consolidation of these entities. As of September 30, 2023, the Company reorganized Water On Demand2, Inc. and Water On Demand3, Inc and combined the subsidiaries into Water On Demand1, Inc. |
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. During the reorganization of Water On Demand1, Inc., Water On Demand2, Inc., and Water On Demand3, Inc., the restricted cash balance on the financial statements as of December 31, 2022 was combined with the overall cash balance of the consolidated Company during the nine months ended September 30, 2023. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, revenue recognition on percentage of completion type contracts, allowances for uncollectible accounts, warranty reserves, inventory valuation, derivative liabilities and other conversion features, fair value investments, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Net Earnings (Loss) per Share Calculations | Net Earnings (Loss) per Share Calculations Basic loss per share calculation is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed similarly to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted earnings per share were the same as the basic loss per share for the nine months ended September 30, 2023 and 2022, respectively, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. For the Nine Months Ended 2023 2022 Loss to common shareholders (Numerator) $ (18,180,762 ) $ (33,894,246 ) Basic weighted average number of common shares outstanding (Denominator) 1,262,285,766 589,675,480 Diluted weighted average number of common shares outstanding (Denominator) 1,262,285,766 589,675,480 The Company excludes issuable shares from warrants, convertible notes and preferred stock, if their impact on the loss per share is anti-dilutive and includes the issuable shares if their impact is dilutive. |
Revenue Recognition | Revenue Recognition We recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. Revenues and related costs on construction contracts are recognized as the performance obligations for work are satisfied over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, will be recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). All un-allocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss as it is determined. Revisions in cost and profit estimates during the course of the contract are reflected in the accounting period in which the facts for the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements, may result in revisions to costs and income, which are recognized in the period the revisions are determined. Contract receivables are recorded on contracts for amounts currently due based upon progress billings, as well as retention, which are collectible upon completion of the contracts. Accounts payable to material suppliers and subcontractors are recorded for amounts currently due based upon work completed or materials received, as are retention due subcontractors, which are payable upon completion of the contract. General and administrative expenses are charged to operations as incurred and are not allocated to contract costs. |
Contract Receivable | Contract Receivable The Company bills its customers in accordance with contractual agreements. The agreements generally require billing to be on a progressive basis as work is completed. Credit is extended based on evaluation of clients financial condition and collateral is not required. The Company maintains an allowance for doubtful accounts for estimated losses that may arise if any customer is unable to make required payments. Management performs a quantitative and qualitative review of the receivables past due from customers on a monthly basis. The Company records an allowance against uncollectible items for each customer after all reasonable means of collection have been exhausted, and the potential for recovery is considered remote. The allowance for doubtful accounts was $0 and $17,315 as of September 30, 2023 and December 31, 2022, respectively. The net contract receivable balance was $1,478,505 and $2,479,123 at September 30, 2023 and December 31, 2022, respectively. |
Indefinite Lived Intangibles and Goodwill Assets | Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company performed a qualitative assessment of indefinite lived intangibles and goodwill at September 30, 2023 and December 31, 2022, respectively, and determined there was no impairment of indefinite lived intangibles and goodwill. |
Prepaid Expenses | Prepaid Expenses The Company records expenditures that have been paid in advance as prepaid expenses. The prepaid expenses are initially recorded as assets, because they have future economic benefits, and are expensed at the time the benefits are realized. The prepaid expenses balance was $10,175 and $25,000 at September 30, 2023 and December 31, 2022, respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation are removed from the accounts. Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years September 30, December 31, Machinery and Equipment $ 383,569 $ 383,569 Computer Equipment 66,493 66,493 Furniture 29,810 29,810 Leasehold Improvements 26,725 26,725 Vehicles 64,276 64,276 Demo Units 36,139 36,139 607,012 607,012 Less accumulated depreciation (452,954 ) (429,943 ) Net Property and Equipment $ 154,058 $ 177,069 Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that the facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability would be performed following generally accepted accounting principles. Depreciation expense during the nine months ended September 30, 2023 and 2022, was $23,011 and $31,446, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants vest immediately and the total stock-based compensation charge is recorded in the period of the measurement date. |
Accounting for Derivatives | Accounting for Derivatives The Company evaluates all its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value of Financial Instruments requires disclosure of the fair value information, whether or not to recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2023, the balances reported for cash, contract receivables, cost in excess of billing, prepaid expenses, accounts payable, billing in excess of cost, and accrued expenses approximate the fair value because of their short maturities. We adopted ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2023. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities, September 30, 2023 $ 25,804 $ 25,804 $ - $ - Total (Level 1) (Level 2) (Level 3) Derivative Liability, September 30, 2023 $ 10,817,590 $ - $ - $ 10,817,590 The derivative liabilities consist of $10,381,519 for convertible notes outstanding and $436,071 for warrants outstanding for an aggregate of $10,817,590. 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 December 31, 2022 $ 9,578,904 Net loss on conversion of debt and change in derivative liabilities 1,238,686 Balance as of September 30, 2023 $ 10,817,590 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: September 30, Risk free interest rate 4.60% - 5.61% Stock volatility factor 51.0% - 173.0% Weighted average expected option life 6 mos - 5 yrs Expected dividend yield None |
Segment Reporting | Segment Reporting The Company’s business currently operates in one segment based upon the Company’s organizational structure and the way in which the operations are managed and evaluated. |
Marketable Securities | Marketable Securities The Company adopted ASU 2016-01, “Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU 2016-01 requires investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purpose, and separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. It eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company has evaluated the potential impact this standard may have on the condensed consolidated financial statements and determined that it had a significant impact on the condensed consolidated financial statements. The Company accounts for its investment in Water Technologies International, Inc. as available-for-sale securities, and the unrealized gain on the available-for-sale securities is recognized in net income. |
Licensing agreement | Licensing agreement The Company analyzed the licensing agreement using ASU 606 to determine the timing of revenue recognition. The licensing of the intellectual property (IP) is distinct from the non-license goods or services and has significant standalone functionality that provides a benefit or value. The functionality will not change during the license period due to the licensor’s activities. Because the significant standalone functionality is delivered immediately, the revenue is generally recognized when the license is delivered. |
Reclassification | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation used in the current financial statements for comparative purpose. There was no material effect on the Company’s previously issued financial statements. |
Work-in-Process | Work-in-Process The Company recognizes as an asset the accumulated costs for work-in-process on projects expected to be delivered to customers. Work in Process includes the cost price of materials and labor related to the construction of equipment to be sold to customers. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management reviewed currently issued pronouncements and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Polices (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Polices [Abstract] | |
Schedule of Loss Per Share Anti-Dilutive Effect | For the Nine Months Ended 2023 2022 Loss to common shareholders (Numerator) $ (18,180,762 ) $ (33,894,246 ) Basic weighted average number of common shares outstanding (Denominator) 1,262,285,766 589,675,480 Diluted weighted average number of common shares outstanding (Denominator) 1,262,285,766 589,675,480 |
Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method | Expenditures for maintenance and repairs are charged to expense as incurred, while expenditures for addition and betterment are capitalized. Furniture and equipment are depreciated on the straight-line method and include the following categories: Estimated Life Machinery and equipment 5-10 years Furniture, fixtures and computer equipment 5-7 years Vehicles 3-5 years Leasehold improvements 2-5 years |
Schedule of Property Plant and Equipment | September 30, December 31, Machinery and Equipment $ 383,569 $ 383,569 Computer Equipment 66,493 66,493 Furniture 29,810 29,810 Leasehold Improvements 26,725 26,725 Vehicles 64,276 64,276 Demo Units 36,139 36,139 607,012 607,012 Less accumulated depreciation (452,954 ) (429,943 ) Net Property and Equipment $ 154,058 $ 177,069 |
Schedule of Level Within the Fair Value Investments and Liabilities | The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s balance sheets on a recurring basis and their level within the fair value hierarchy as of September 30, 2023. Total (Level 1) (Level 2) (Level 3) Investment at fair value-securities, September 30, 2023 $ 25,804 $ 25,804 $ - $ - Total (Level 1) (Level 2) (Level 3) Derivative Liability, September 30, 2023 $ 10,817,590 $ - $ - $ 10,817,590 |
Schedule of Reconciliation of the Derivative Liability for Which Level 3 inputs | The following is a reconciliation of the derivative liability for which level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2022 $ 9,578,904 Net loss on conversion of debt and change in derivative liabilities 1,238,686 Balance as of September 30, 2023 $ 10,817,590 |
Schedule of Fair Market Value of the Derivative Liability | For purpose of determining the fair market value of the derivative liability, the Company used Binomial lattice formula valuation model. The significant assumptions used in the Binomial lattice formula valuation of the derivative are as follows: September 30, Risk free interest rate 4.60% - 5.61% Stock volatility factor 51.0% - 173.0% Weighted average expected option life 6 mos - 5 yrs Expected dividend yield None |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Capital Stock [Abstract] | |
Schedule of Series A Preferred Shares | Based on the above, the value of WODI Series A preferred shares were determined to be as follows: Valuation Date Fair Value of 12/28/2022 $ 56.68 02/08/2023 $ 106.67 06/15/2023 $ 266.73 08/21/2023 $ 54.58 Valuation Date Fair Value of 06/27/2023 $ 0.36 08/21/2023 $ 0.37 |
Options and Warrants (Tables)
Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Options and Warrants [Abstract] | |
Schedule of Warrant Activity | A summary of the Company’s warrant activity and related information follows for the nine months ended September 30, 2023: September 30, 2023 Number of Weighted Outstanding - beginning of period 93,344,989 $ 0.1217 Granted 4,130,400 $ 0.125 Exercised - - Expired (31,561,500 ) $ (0.05 ) Outstanding - end of period 65,913,889 $ 0.1463 |
Schedule of Weighted Average Remaining Contractual Life of Warrants Outstanding | At September 30, 2023, the weighted average remaining contractual life of warrants outstanding: September 30, 2023 Weighted Remaining Exercisable Warrants Warrants Contractual Prices Outstanding Exercisable Life (years) $ 0.02 600,000 600,000 2.92 $ 0.10 2,500,000 2,500,000 3.39 $ 0.25 6,146,000 6,146,000 0.01 - 3.22 $ 0.0275 8,727,273 8,727,273 7.66 $ 0.125 46,380,616 46,380,616 3.27 - 4.92 $ 1.00 1,560,000 1,560,000 0.75 - 1.21 65,913,889 65,913,889 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Promissory Notes [Abstract] | |
Schedule of Outstanding Convertible Promissory Notes | As of September 30, 2023, the outstanding convertible promissory notes are summarized as follows: Convertible Promissory Notes $ 2,617,692 Less current portion 2,472,945 Total long-term liabilities $ 144,747 |
Schedule of Maturities of Long-Term Debt | Maturities of long-term debt for the next three years are as follows: Period Ending September 30, Amount 2023 597,945 2024 1,875,000 2026 13,772 2028 130,975 $ 2,617,692 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contracts with Customers [Abstract] | |
Schedule of Good or Service from Contracts with Customers | The following table represents a disaggregation of revenue by type of good or service from contracts with customers for the nine months ended September 30, 2023. Nine Months Ended September 30, 2023 2022 Equipment Contracts $ 2,174,949 $ 5,829,960 Component Sales 901,932 1,390,243 Waste Water Treatment Systems 1,660,625 325,005 Pump Stations 364,945 179,005 Rental Income 19,719 19,719 Services Sales 36,095 24,201 Internet Sales 39,390 - Commission & Training 3,263 - $ 5,200,918 $ 7,768,133 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Basis of Presentation [Abstract] | ||
Aggregate amount | $ 516,300 | |
Generated revenue | $ 5,200,918 |
Summary of Significant Accoun_3
Summary of Significant Accounting Polices (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Polices [Abstract] | |||
Allowance for doubtful accounts | $ 0 | $ 17,315 | |
Net contract receivable balance | 1,478,505 | 2,479,123 | |
Prepaid expenses | 10,175 | $ 25,000 | |
Depreciation expense | $ 23,011 | $ 31,446 | |
Derivative term of contract | 12 months | ||
Derivative liabilities | $ 10,381,519 | ||
Warrants outstanding | 436,071 | ||
Aggregate derivative liabilities | $ 10,817,590 |
Summary of Significant Accoun_4
Summary of Significant Accounting Polices (Details) - Schedule of Loss Per Share Anti-Dilutive Effect - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Loss Per Share Anti Dilutive Effect [Abstract] | ||
Loss to common shareholders (Numerator) (in Dollars) | $ (18,180,762) | $ (33,894,246) |
Basic weighted average number of common shares outstanding (Denominator) | 1,262,285,766 | 589,675,480 |
Diluted weighted average number of common shares outstanding (Denominator) | 1,262,285,766 | 589,675,480 |
Summary of Significant Accoun_5
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method | Sep. 30, 2023 |
Machinery and equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 5 years |
Machinery and equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 10 years |
Furniture, fixtures and computer equipment [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 5 years |
Furniture, fixtures and computer equipment [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 7 years |
Vehicles [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Furniture and Equipment are Depreciated on the Straight-Line Method [Line Items] | |
Estimated Life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Polices (Details) - Schedule of Property Plant and Equipment - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | $ 607,012 | $ 607,012 |
Less accumulated depreciation | (452,954) | (429,943) |
Net Property and Equipment | 154,058 | 177,069 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 383,569 | 383,569 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 66,493 | 66,493 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 29,810 | 29,810 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 26,725 | 26,725 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 64,276 | 64,276 |
Demo Units [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | $ 36,139 | $ 36,139 |
Summary of Significant Accoun_7
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities | Sep. 30, 2023 USD ($) |
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities [Line Items] | |
Investment at fair value-securities | $ 25,804 |
Derivative Liability | 10,817,590 |
Level 1 [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities [Line Items] | |
Investment at fair value-securities | 25,804 |
Derivative Liability | |
Level 2 [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities [Line Items] | |
Investment at fair value-securities | |
Derivative Liability | |
Level 3 [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Level Within the Fair Value Investments and Liabilities [Line Items] | |
Investment at fair value-securities | |
Derivative Liability | $ 10,817,590 |
Summary of Significant Accoun_8
Summary of Significant Accounting Polices (Details) - Schedule of Reconciliation of the Derivative Liability for Which Level 3 inputs | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Reconciliation of the Derivative Liability for Which Level 3 Inputs [Abstract] | |
Balance at beginning | $ 9,578,904 |
Net loss on conversion of debt and change in derivative liabilities | 1,238,686 |
Balance at ending | $ 10,817,590 |
Summary of Significant Accoun_9
Summary of Significant Accounting Polices (Details) - Schedule of Fair Market Value of the Derivative Liability | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Polices (Details) - Schedule of Fair Market Value of the Derivative Liability [Line Items] | |
Expected dividend yield | |
Minimum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Fair Market Value of the Derivative Liability [Line Items] | |
Risk free interest rate | 4.60% |
Stock volatility factor | 51% |
Weighted average expected option life | 6 months |
Maximum [Member] | |
Summary of Significant Accounting Polices (Details) - Schedule of Fair Market Value of the Derivative Liability [Line Items] | |
Risk free interest rate | 5.61% |
Stock volatility factor | 173% |
Weighted average expected option life | 5 years |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 22, 2023 | Apr. 28, 2023 | Oct. 20, 2022 | Oct. 13, 2022 | Jun. 26, 2022 | Feb. 18, 2022 | Feb. 11, 2022 | Dec. 06, 2021 | Dec. 01, 2021 | Aug. 10, 2021 | May 26, 2021 | Apr. 30, 2021 | Apr. 28, 2021 | Mar. 01, 2021 | Feb. 05, 2021 | Nov. 16, 2020 | Sep. 01, 2020 | Aug. 21, 2020 | Jul. 01, 2020 | Apr. 27, 2020 | Jun. 03, 2019 | Apr. 03, 2019 | Jan. 16, 2019 | Aug. 14, 2018 | Apr. 13, 2018 | Mar. 14, 2017 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 21, 2023 | Sep. 19, 2023 | Mar. 31, 2023 | Feb. 07, 2023 | Apr. 22, 2022 | Dec. 31, 2021 | Jun. 10, 2021 | |
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares issued | 201 | 6,791 | |||||||||||||||||||||||||||||||||||
Percentage of voting shares | 51% | ||||||||||||||||||||||||||||||||||||
Conversion of preferred shares | 3,388,000 | 3,984,347 | |||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Fair value of original issuance (in Dollars) | $ 1,238,686 | $ 29,176,702 | |||||||||||||||||||||||||||||||||||
Aggregate of shares | 20,492,456 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued (in Dollars) | $ 60,000 | $ 60,000 | |||||||||||||||||||||||||||||||||||
Shares of common stock | 11,584,932 | ||||||||||||||||||||||||||||||||||||
Common stock value (in Dollars) | $ 131,808 | $ 101,337 | |||||||||||||||||||||||||||||||||||
Value of per shares (in Dollars per share) | $ 54.58 | $ 106.67 | $ 0.1 | ||||||||||||||||||||||||||||||||||
Aggregate expenses (in Dollars) | $ 382,793 | ||||||||||||||||||||||||||||||||||||
Financing received (in Dollars) | 141,373 | ||||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 1,158 | ||||||||||||||||||||||||||||||||||||
Conversion of common shares | 681,197,043 | 331,043,096 | |||||||||||||||||||||||||||||||||||
Aggregate stock redeemed | 810,707,922 | ||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | ||||||||||||||||||||||||||||||||||||
Redeemed Common stock value (in Dollars) | $ 81,070 | ||||||||||||||||||||||||||||||||||||
Total proceeds (in Dollars) | $ 60,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares exchanged | 13,399,217 | ||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note, Stock Split | On September 19, 2023, an equity restructuring plan and forward stock-split of 1,000:1 | ||||||||||||||||||||||||||||||||||||
Common stock, shares Issued | 1,318,066,996 | 1,013,369,185 | |||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 1,318,066,996 | 1,013,369,185 | |||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 19,000,000,000 | 19,000,000,000 | |||||||||||||||||||||||||||||||||||
Preferred stock incentive compensation [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate expenses (in Dollars) | $ 193,824 | ||||||||||||||||||||||||||||||||||||
Series I Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate of value (in Dollars) | $ 25,000 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares outstanding | 1,318,066,996 | 900,109,842 | 1,013,369,185 | 306,883,932 | |||||||||||||||||||||||||||||||||
Aggregate of shares | 810,707,922 | ||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | ||||||||||||||||||||||||||||||||||||
Sale of securities | 12,000 | ||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares issued | 8 | ||||||||||||||||||||||||||||||||||||
Shares outstanding | 31,501,000 | 31,501,000 | 32,502,475 | 33,038,213 | |||||||||||||||||||||||||||||||||
Value of per shares (in Dollars per share) | $ 0.36 | ||||||||||||||||||||||||||||||||||||
Water On Demand, Inc. (‘WODI’) Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 50,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
OriginClear, Inc. Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
Shares issued | 25,000,000 | ||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Prices ranging (in Dollars per share) | 0.0073 | $ 0.0438 | |||||||||||||||||||||||||||||||||||
Value of per shares (in Dollars per share) | $ 266.73 | ||||||||||||||||||||||||||||||||||||
Maximum [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate expenses (in Dollars) | $ 6,582 | ||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.0146 | $ 0.0134 | |||||||||||||||||||||||||||||||||||
Minimum [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Value of per shares (in Dollars per share) | $ 0.37 | ||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
Percentage of voting shares | 51% | ||||||||||||||||||||||||||||||||||||
Purchase price of the series C preferred stock (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||||||||||||||||
Total purchase price series C preferred stock, shares | 1,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, share authorized | 1,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,000 | 1,001,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,001,000 | |||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | OriginClear, Inc Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||||||||||||||||||||||||||||
Series D-1 Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, share authorized | 50,000,000 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, per share (in Dollars per share) | $ 0.0005 | ||||||||||||||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 31,500,000 | 31,500,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 31,500,000 | 31,500,000 | |||||||||||||||||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 60 | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 6,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock liquidation per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Annual rate percentage | 8% | ||||||||||||||||||||||||||||||||||||
Aggregate redemption price (in Dollars) | $ 60,000 | ||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 920 | ||||||||||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 25 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 25 | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 6,000 | ||||||||||||||||||||||||||||||||||||
Annual rate percentage | 8% | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Divided closing price (in Dollars) | $ (500) | ||||||||||||||||||||||||||||||||||||
Series I Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 25 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 25 | ||||||||||||||||||||||||||||||||||||
Preferred stock, description | the Company designated 4,000 shares of preferred stock as Series I. The Series I has a stated value of $1,000 per share. Series I holders are entitled to cumulative dividends at the annual rate of 8% of the stated value, payable quarterly within 60 days from the end of each fiscal quarter. The Series I is not entitled to any voting rights except as may be required by applicable law, and are not convertible into common stock. The Company has the right to redeem the Series I at any time while the Series I are outstanding at a price equal to the stated value plus any accrued but unpaid dividends. The Company is required to redeem the Series I two years following the date that is the later of the (i) final closing of the tranche (as designated in the applicable subscription agreement) or (ii) the expiration date of the tranche that such shares to be redeemed were a part of. The Company was required to redeem such shares of Series I between May 2, 2021 and June 10, 2021, at a price equal to the stated value plus any accrued but unpaid dividends. The issuances of the shares were accounted for under ASC 480-10-25-4, which requires liability treatment for certain mandatorily redeemable financial instruments, and the cumulative dividends are recorded as interest expense. | ||||||||||||||||||||||||||||||||||||
Shares outstanding | 25,000 | ||||||||||||||||||||||||||||||||||||
Series J Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 100,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock issued and outstanding | 210 | ||||||||||||||||||||||||||||||||||||
Series K Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 307 | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 4,000 | ||||||||||||||||||||||||||||||||||||
Aggregate redemption price (in Dollars) | $ 307,150 | ||||||||||||||||||||||||||||||||||||
Dividend rate, percentage | 8% | ||||||||||||||||||||||||||||||||||||
Conversion of preferred shares | 100 | ||||||||||||||||||||||||||||||||||||
Series L Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 100,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock issued and outstanding | 321 | ||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 100 | ||||||||||||||||||||||||||||||||||||
Series M Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 800,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock issued and outstanding | 40,300 | ||||||||||||||||||||||||||||||||||||
Dividend rate, percentage | 10% | ||||||||||||||||||||||||||||||||||||
Stated value (in Dollars) | $ 25 | ||||||||||||||||||||||||||||||||||||
Liquidation preference value (in Dollars) | $ 25 | ||||||||||||||||||||||||||||||||||||
Redemption price, per share (in Dollars per share) | $ 37.5 | ||||||||||||||||||||||||||||||||||||
Stated value percentage | 150% | ||||||||||||||||||||||||||||||||||||
Series O Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 2,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock issued and outstanding | 190 | ||||||||||||||||||||||||||||||||||||
Dividend rate, percentage | 4% | ||||||||||||||||||||||||||||||||||||
Conversion of preferred shares | 61,728,395 | ||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 40 | ||||||||||||||||||||||||||||||||||||
Conversion price percentage | 200% | ||||||||||||||||||||||||||||||||||||
preferred stock shares Issued (in Dollars per share) | $ 677,526 | ||||||||||||||||||||||||||||||||||||
Shares of common stock | 677,526 | 917,821 | |||||||||||||||||||||||||||||||||||
Series O Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Conversion shares | 7,722,008 | ||||||||||||||||||||||||||||||||||||
Series O Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Annual rate percentage | 8% | ||||||||||||||||||||||||||||||||||||
Outstanding common stock percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Series O Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Annual rate percentage | 4% | ||||||||||||||||||||||||||||||||||||
Outstanding common stock percentage | 4.99% | ||||||||||||||||||||||||||||||||||||
Series P Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 500 | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock issued and outstanding | 30 | ||||||||||||||||||||||||||||||||||||
Percentage of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||
Series Q Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 2,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock issued and outstanding | 420 | ||||||||||||||||||||||||||||||||||||
Dividend rate, percentage | 12% | ||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 25 | ||||||||||||||||||||||||||||||||||||
Conversion shares | 100 | ||||||||||||||||||||||||||||||||||||
Percentage of common stock | 200% | ||||||||||||||||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Aggregate shares | 199,249,857 | ||||||||||||||||||||||||||||||||||||
Series Y Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 24.6 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 24.6 | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 3,000 | ||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 18.1 | ||||||||||||||||||||||||||||||||||||
Conversion shares | 331,921,683 | ||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||||||||||||||||
Warrants shares (in Dollars) | $ 49,780,616 | ||||||||||||||||||||||||||||||||||||
Original issue price (in Dollars) | $ 100,000 | ||||||||||||||||||||||||||||||||||||
Annual net profits percentage | 25% | ||||||||||||||||||||||||||||||||||||
Subsidiary’s annual net profits percentage | 25% | ||||||||||||||||||||||||||||||||||||
Number of acquire warrant shares | 516,300 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued (in Dollars) | $ 10,000 | ||||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | 316,391 | ||||||||||||||||||||||||||||||||||||
Amount of accrued dividends (in Dollars) | $ 436,456 | ||||||||||||||||||||||||||||||||||||
Sale of aggregate shares | 20,000,000 | ||||||||||||||||||||||||||||||||||||
Series Y Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 50,340,392 | ||||||||||||||||||||||||||||||||||||
Series Y Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Exercise prices per share (in Dollars per share) | $ 0.25 | ||||||||||||||||||||||||||||||||||||
Series Y Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Exercise prices per share (in Dollars per share) | $ 0.13 | ||||||||||||||||||||||||||||||||||||
Series Z Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 25 | ||||||||||||||||||||||||||||||||||||
Annual rate percentage | 25% | ||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 195 | ||||||||||||||||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Original issue price (in Dollars) | $ 10,000 | ||||||||||||||||||||||||||||||||||||
Exercise prices per share (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||||||||||||||||
Common stock, shares, outstanding percentage | 4.99% | ||||||||||||||||||||||||||||||||||||
Preferred stock purchase price (in Dollars) | $ 250,000 | ||||||||||||||||||||||||||||||||||||
Number of warrants shares | 2,500,000 | 2,500,000 | |||||||||||||||||||||||||||||||||||
Aggregate shares | 16,591 | ||||||||||||||||||||||||||||||||||||
Series R Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares issued | 1,808 | ||||||||||||||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 5,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Dividend rate, percentage | 10% | ||||||||||||||||||||||||||||||||||||
Percentage of common stock | 200% | ||||||||||||||||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Common stock value (in Dollars) | $ 81,070 | ||||||||||||||||||||||||||||||||||||
Series S Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 430 | ||||||||||||||||||||||||||||||||||||
Preferred stock issued and outstanding | 120 | ||||||||||||||||||||||||||||||||||||
Dividend rate, percentage | 12% | ||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 50 | ||||||||||||||||||||||||||||||||||||
Conversion shares | 8,864,250 | ||||||||||||||||||||||||||||||||||||
Percentage of common stock | 200% | ||||||||||||||||||||||||||||||||||||
Series U preferred stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 270 | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 5,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 115 | ||||||||||||||||||||||||||||||||||||
Conversion shares | 19,051,616 | ||||||||||||||||||||||||||||||||||||
Percentage of common stock | 150% | ||||||||||||||||||||||||||||||||||||
Common stock outstanding increased percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.2 | ||||||||||||||||||||||||||||||||||||
Conversion price percentage | 200% | ||||||||||||||||||||||||||||||||||||
Warrants shares (in Dollars) | $ 6,447,500 | ||||||||||||||||||||||||||||||||||||
Series U preferred stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Fair value of original issuance (in Dollars) | $ 1 | ||||||||||||||||||||||||||||||||||||
Series U preferred stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1 | ||||||||||||||||||||||||||||||||||||
Series U preferred stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.1 | ||||||||||||||||||||||||||||||||||||
Series W Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 912 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 912 | ||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 3,390 | ||||||||||||||||||||||||||||||||||||
Annual rate percentage | 12% | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Conversion of preferred shares | 100 | ||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 100 | ||||||||||||||||||||||||||||||||||||
Stated value percentage | 200% | ||||||||||||||||||||||||||||||||||||
Outstanding common stock percentage | 4.99% | ||||||||||||||||||||||||||||||||||||
Conversion shares | 2,318,842 | ||||||||||||||||||||||||||||||||||||
Aggregate of shares | 8 | ||||||||||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 25 | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 10,000 | ||||||||||||||||||||||||||||||||||||
Aggregate of value (in Dollars) | $ 250,000 | ||||||||||||||||||||||||||||||||||||
Percentage of common stock | 250% | ||||||||||||||||||||||||||||||||||||
Aggregate of shares | 25 | ||||||||||||||||||||||||||||||||||||
Subscription agreement percentage | 125% | ||||||||||||||||||||||||||||||||||||
Subscribed amount (in Dollars) | $ 250,000 | ||||||||||||||||||||||||||||||||||||
Original purchase price (in Dollars) | 312,500 | ||||||||||||||||||||||||||||||||||||
Common stock purchase price (in Dollars) | 250,000 | ||||||||||||||||||||||||||||||||||||
Divided price (in Dollars) | $ 625,000 | ||||||||||||||||||||||||||||||||||||
Series V Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Percentage of common stock outstanding | 4.99% | ||||||||||||||||||||||||||||||||||||
Increased common stock percentage | 9.99% | ||||||||||||||||||||||||||||||||||||
Series T Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Real property cost (in Dollars) | $ 25 | ||||||||||||||||||||||||||||||||||||
Number of warrants shares | 25,200,000 | ||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 1,475 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 1,475 | |||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 1,000,000 | ||||||||||||||||||||||||||||||||||||
Conversion price percentage | 10% | ||||||||||||||||||||||||||||||||||||
Aggregate shares issued (in Dollars per share) | $ 6,791 | ||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | WODI [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate preferred stock, share issued | 0.0001 | ||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||||||||||||||||
Designated preferred stock issued | 1,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 5 | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Conversion price percentage | 2.50% | ||||||||||||||||||||||||||||||||||||
Aggregate shares | 538,400 | ||||||||||||||||||||||||||||||||||||
Sale of aggregate shares | 5,000,000 | ||||||||||||||||||||||||||||||||||||
Series A and Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Conversion of preferred stock | 1,146,482 | ||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares issued | 1,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
WODI [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares of common stock | 810,707,922 | ||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.53 | ||||||||||||||||||||||||||||||||||||
Preferred stock converted to common stock | 637,000 | ||||||||||||||||||||||||||||||||||||
WODI [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Prices ranging (in Dollars per share) | 0.013 | ||||||||||||||||||||||||||||||||||||
WODI [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.006 | ||||||||||||||||||||||||||||||||||||
WODI [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 8,151 | ||||||||||||||||||||||||||||||||||||
Preferred stock converted to common stock | 509,482 | ||||||||||||||||||||||||||||||||||||
WODI [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 538,400 | ||||||||||||||||||||||||||||||||||||
Financing Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares of common stock | 20,492,456 | ||||||||||||||||||||||||||||||||||||
Principal amount (in Dollars) | $ 141,373 | ||||||||||||||||||||||||||||||||||||
Financing Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.0082 | ||||||||||||||||||||||||||||||||||||
Financing Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.0058 | ||||||||||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares of common stock | 55,788,402 | 39,900,514 | |||||||||||||||||||||||||||||||||||
Prices ranging (in Dollars per share) | $ 0.0085 | $ 0.00955 | |||||||||||||||||||||||||||||||||||
Principal amount (in Dollars) | $ 91,000 | $ 155,300 | |||||||||||||||||||||||||||||||||||
Accrued interest (in Dollars) | 76,365 | 115,246 | |||||||||||||||||||||||||||||||||||
Total aggregate (in Dollars) | $ 167,365 | $ 270,546 | |||||||||||||||||||||||||||||||||||
Services [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares of common stock | 62,872,237 | 41,046,848 | |||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 603,578 | $ 1,054,949 | |||||||||||||||||||||||||||||||||||
Conversion Agreements [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares of common stock | 269,393,920 | 179,090,390 | |||||||||||||||||||||||||||||||||||
Fair value (in Dollars) | $ 26,940 | $ 17,909 | |||||||||||||||||||||||||||||||||||
Progressive Water Treatment, Inc. [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Shares issued | 2,368 | ||||||||||||||||||||||||||||||||||||
Aggregate shares | 25,112 | ||||||||||||||||||||||||||||||||||||
Common stock, shares Issued | 13,399,217 | 10,000,000 | |||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 13,399,217 | 10,000,000 | |||||||||||||||||||||||||||||||||||
Aggregate shares of common stock | 12,171,067 | ||||||||||||||||||||||||||||||||||||
Progressive Water Treatment, Inc. [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate shares | 518,322 | ||||||||||||||||||||||||||||||||||||
Common stock, shares Issued | 100,556 | ||||||||||||||||||||||||||||||||||||
Progressive Water Treatment, Inc. [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Aggregate shares | 684,716 | ||||||||||||||||||||||||||||||||||||
Common stock, shares Issued | 132,830 | ||||||||||||||||||||||||||||||||||||
Mr. Eckelberry [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, share outstanding | 1,000 | ||||||||||||||||||||||||||||||||||||
OriginClear, Inc Preferred Stock [Member] | Series K Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 307 | ||||||||||||||||||||||||||||||||||||
OriginClear, Inc Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Capital Stock [Line Items] | |||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 |
Capital Stock (Details) - Sched
Capital Stock (Details) - Schedule of Series A Preferred Shares | 9 Months Ended |
Sep. 30, 2023 $ / shares | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | $ 0.37 |
12/28/2022 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | 56.68 |
02/08/2023 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | 106.67 |
06/15/2023 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | 266.73 |
08/21/2023 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | 54.58 |
06/27/2023 [Member] | |
Auction Market Preferred Securities, Stock Series [Line Items] | |
Fair Value of shares | $ 0.36 |
Options and Warrants (Details)
Options and Warrants (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Aug. 14, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Options and Warrants (Details) [Line Items] | ||||||
Common stock shares issued | 1,318,066,996 | 1,318,066,996 | 1,013,369,185 | |||
Gross revenue (in Dollars) | $ 228,299 | $ 823,174 | $ 554,569 | $ 1,283,898 | ||
Operating revenue (in Dollars) | (1,154,069) | $ (984,494) | $ (4,393,239) | $ (3,472,921) | ||
Board of directors amendment, description | The Company then (i) calculates the value of the Company common stock traded in the year immediately prior to the vesting year, using daily adjusted close and volume, as quoted on the public securities trading market on which the Company’s common stock is then traded (ii) determines the cost basis of the shares, which shall be the closing price quoted on the public securities trading market, quoted on the first trading day of the vesting year which will be the grantee’s cost basis, and (iii) applies the 10% calculation and divides it into the number of qualifying alternate vestees, giving the gross number of shares available to each Grantee. For each alternate vestee for each year in which there occurs a vesting or a potential vesting, the Company (i) does a 90-day lookback from the first day of the latest vesting month, to limit cumulative vesting of shares for each alternate vestee for the 90-day period to 1% of total Company shares of common stock outstanding for the period, using the then current figure for shares outstanding at the time of the lookback; (ii) places the excess shares (the “Overlimit Shares”) in suspense for issuance in the next 90-day period so that in each future 90-day period they may be issued, and (iii) if on the 90-day lookback, cumulative issuances are less than 1% of shares outstanding, the Company will add the shares from previous 90-day lookback, if any. For the avoidance of doubt, the Company will not record any Overlimit Shares as vested until such as time as they have been finally issued. | |||||
Purchase warrants issued | 4,130,400 | |||||
Derivative liability (in Dollars) | 436,071 | $ 436,071 | ||||
Warrants outstanding (in Dollars) | $ 0 | 0 | ||||
Chief Executive Officer [Member] | ||||||
Options and Warrants (Details) [Line Items] | ||||||
Gross revenue (in Dollars) | 15,000,000 | |||||
Operating revenue (in Dollars) | $ 1,500,000 | |||||
Aggregate shares of common stock | 121,054,607 | |||||
Chief Executive Officer [Member] | Maximum [Member] | ||||||
Options and Warrants (Details) [Line Items] | ||||||
Common stock shares issued | 242,109,214 | 242,109,214 | ||||
Chief Executive Officer [Member] | Minimum [Member] | ||||||
Options and Warrants (Details) [Line Items] | ||||||
Common stock shares issued | 121,054,607 | 121,054,607 | ||||
Board, Employees and Consultants [Member] | ||||||
Options and Warrants (Details) [Line Items] | ||||||
Gross revenue (in Dollars) | $ 15,000,000 | |||||
Operating revenue (in Dollars) | $ 1,500,000 | |||||
Aggregate shares of common stock | 110,343,021 | |||||
Board, Employees and Consultants [Member] | Maximum [Member] | ||||||
Options and Warrants (Details) [Line Items] | ||||||
Common stock shares issued | 220,686,042 | 220,686,042 | ||||
Board, Employees and Consultants [Member] | Minimum [Member] | ||||||
Options and Warrants (Details) [Line Items] | ||||||
Common stock shares issued | 110,343,021 | 110,343,021 | ||||
Restricted Stock Grant Agreement [Member] | ||||||
Options and Warrants (Details) [Line Items] | ||||||
Aggregate shares issued | 2,754,073 | |||||
Restricted Stock Grant Agreement [Member] | Common Stock [Member] | ||||||
Options and Warrants (Details) [Line Items] | ||||||
Aggregate shares of common stock | 8,830,859 | |||||
Employee Consultants and Restricted Stock Grant Agreements [Member] | Restricted Stock Grant Agreement [Member] | ||||||
Options and Warrants (Details) [Line Items] | ||||||
Aggregate of common stock, percentage | 10% |
Options and Warrants (Details)
Options and Warrants (Details) - Schedule of Warrant Activity | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Warrants [Member] | |
Options and Warrants (Details) - Schedule of Warrant Activity [Line Items] | |
Number of Warrants, Outstanding - beginning of period | shares | 93,344,989 |
Number of Warrants, Granted | shares | 4,130,400 |
Number of Warrants, Exercised | shares | |
Number of Warrants Expired | shares | (31,561,500) |
Number of Warrants, Outstanding - end of period | shares | 65,913,889 |
Weighted average exercise price [Member] | |
Options and Warrants (Details) - Schedule of Warrant Activity [Line Items] | |
Weighted average exercise price, Outstanding - beginning of period | $ / shares | $ 0.1217 |
Weighted average exercise price, Granted | $ / shares | 0.125 |
Weighted average exercise price, Exercised | $ / shares | |
Weighted average exercise price Expired | $ / shares | (0.05) |
Weighted average exercise price, Outstanding - end of period | $ / shares | $ 0.1463 |
Options and Warrants (Details_2
Options and Warrants (Details) - Schedule of Weighted Average Remaining Contractual Life of Warrants Outstanding | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 65,913,889 |
Warrants Exercisable | 65,913,889 |
0.02 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercisable Prices (in Dollars per share) | $ / shares | $ 0.02 |
Warrants Outstanding | 600,000 |
Warrants Exercisable | 600,000 |
Weighted Average Remaining Contractual Life (years) | 2 years 11 months 1 day |
0.10 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercisable Prices (in Dollars per share) | $ / shares | $ 0.1 |
Warrants Outstanding | 2,500,000 |
Warrants Exercisable | 2,500,000 |
Weighted Average Remaining Contractual Life (years) | 3 years 4 months 20 days |
0.25 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercisable Prices (in Dollars per share) | $ / shares | $ 0.25 |
Warrants Outstanding | 6,146,000 |
Warrants Exercisable | 6,146,000 |
0.0275 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercisable Prices (in Dollars per share) | $ / shares | $ 0.0275 |
Warrants Outstanding | 8,727,273 |
Warrants Exercisable | 8,727,273 |
Weighted Average Remaining Contractual Life (years) | 7 years 7 months 28 days |
0.125 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercisable Prices (in Dollars per share) | $ / shares | $ 0.125 |
Warrants Outstanding | 46,380,616 |
Warrants Exercisable | 46,380,616 |
1.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercisable Prices (in Dollars per share) | $ / shares | $ 1 |
Warrants Outstanding | 1,560,000 |
Warrants Exercisable | 1,560,000 |
Minimum [Member] | 0.25 [Member] | |
Class of Warrant or Right [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 3 days |
Minimum [Member] | 0.125 [Member] | |
Class of Warrant or Right [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 3 years 3 months 7 days |
Minimum [Member] | 1.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 9 months |
Maximum [Member] | 0.25 [Member] | |
Class of Warrant or Right [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 3 years 2 months 19 days |
Maximum [Member] | 0.125 [Member] | |
Class of Warrant or Right [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 4 years 11 months 1 day |
Maximum [Member] | 1.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Weighted Average Remaining Contractual Life (years) | 1 year 2 months 15 days |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 13, 2019 | Apr. 02, 2018 | Dec. 31, 2022 | May 31, 2018 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jan. 25, 2021 | Nov. 19, 2020 | |
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Issued shares (in Shares) | 201 | 6,791 | ||||||||
Aggregate remaining balance | $ 683,700 | |||||||||
Convertible debt received funds | 3,260,985 | |||||||||
Derivative liability | $ 10,381,519 | |||||||||
secured promissory notes | $ 1,347,500 | |||||||||
Investors interest | 10% | |||||||||
Purchase price | $ 400,000 | |||||||||
Additional capital | $ 6,346,500 | |||||||||
Aggregate of share (in Shares) | 20,492,456 | |||||||||
Share Price (in Dollars per share) | $ 0.01 | |||||||||
Convertible promissory notes | 15,772,089 | |||||||||
Common Stock [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Aggregate amount | $ 7,728,089 | |||||||||
Aggregate of share (in Shares) | 810,707,922 | |||||||||
Share Price (in Dollars per share) | $ 0.01 | |||||||||
2014-2015 Notes [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Interest rate | 10% | |||||||||
Trade price percentage | 50% | |||||||||
2014-2015 Notes [Member] | Minimum [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Conversion into common stock | $ 4,200 | |||||||||
2014-2015 Notes [Member] | Maximum [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Conversion into common stock | $ 9,800 | |||||||||
Unsecured Convertible Promissory Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Interest rate | 10% | |||||||||
Trade price percentage | 50% | |||||||||
Aggregate amount | $ 300,000 | $ 300,000 | ||||||||
Conversion price per share of debt, description | The Apr & May 2018 Notes had maturity dates of April 2, 2019 and May 31, 2019, respectively. The Apr & May 2018 Notes bear interest at 10% per year. The Apr & May 2018 Notes may be converted into shares of the Company’s common stock at a variable conversion price of 50% of the lesser of the lowest trading price twenty-five (25) trading days prior to conversion. | |||||||||
Investor amount | $ 570,000 | |||||||||
Reserved shares (in Shares) | 2,630,769 | |||||||||
Unsecured Convertible Promissory Note [Member] | Minimum [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Conversion into common stock | $ 1,400 | |||||||||
Unsecured Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Conversion into common stock | $ 5,600 | |||||||||
Dec 2015 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Interest rate | 0% | |||||||||
Nov 20 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Interest rate | 10% | |||||||||
Trade price percentage | 50% | |||||||||
Conversion price per share (in Dollars per share) | $ 0.05 | |||||||||
Convertible debt received funds | $ 50,000 | |||||||||
Penalty per day | $ 2,000 | |||||||||
Jan 21 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Interest rate | 10% | |||||||||
Trade price percentage | 50% | |||||||||
Maturity date | Jan. 25, 2022 | |||||||||
Conversion price per share (in Dollars per share) | $ 0.05 | |||||||||
Penalty per day | $ 2,000 | |||||||||
Short-Term Debt [Member] | Unsecured Convertible Promissory Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Aggregate remaining amount | 615,000 | |||||||||
Short-Term Debt [Member] | Dec 2015 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Aggregate remaining amount | 167,048 | |||||||||
Short-Term Debt [Member] | Sep 2016 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Aggregate remaining amount | 430,896 | |||||||||
Long-Term Debt [Member] | Unsecured Convertible Promissory Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Aggregate remaining amount | 68,700 | |||||||||
Long-Term Debt [Member] | Nov 20 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Aggregate remaining amount | $ 13,772 | |||||||||
Series X Preferred Stock [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Preferred stock value | 250,000 | |||||||||
Aggregate of share (in Shares) | 25 | |||||||||
Series R Preferred Stock [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Issued shares (in Shares) | 1,808 | |||||||||
Preferred stock value | $ 100,000 | |||||||||
Original Issue Discount Notes [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Conversion into common stock | $ 30,620 | |||||||||
Trade price percentage | 50% | |||||||||
Accrued interest | $ 13,334 | |||||||||
Aggregate remaining amount | $ 184,124 | |||||||||
Maturity date | Jun. 30, 2028 | |||||||||
Conversion price per share (in Dollars per share) | $ 5,600 | |||||||||
Short term remaining balance | $ 62,275 | |||||||||
Convertible Debt [Member] | Dec 2015 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Accounts payable | $ 432,048 | |||||||||
Percentage of average of lowest sale prices | 75% | |||||||||
Convertible Debt [Member] | Sep 2016 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Interest rate | 0% | |||||||||
Accounts payable | $ 430,896 | |||||||||
Percentage of average of lowest sale prices | 75% | |||||||||
Unsecured Convertible Promissory Note [Member] | Nov 20 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Convertible debt | $ 50,000 | |||||||||
Unsecured Convertible Promissory Note [Member] | Jan 21 Note [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Convertible debt | $ 60,000 | |||||||||
Convertible debt received funds | $ 60,000 | |||||||||
Interest expense | $ 3,743 | |||||||||
Remaining debt amount | $ 60,000 | |||||||||
OriginClear, Inc.Technology [Member] | ||||||||||
Convertible Promissory Notes (Details) [Line Items] | ||||||||||
Issued shares (in Shares) | 55,788,402 | |||||||||
Principal amount | $ 91,000 | |||||||||
Accrued interest | $ 76,365 |
Convertible Promissory Notes _2
Convertible Promissory Notes (Details) - Schedule of Outstanding Convertible Promissory Notes | Sep. 30, 2023 USD ($) |
Schedule of Outstanding Convertible Promissory Notes [Abstract] | |
Convertible Promissory Notes | $ 2,617,692 |
Less current portion | 2,472,945 |
Total long-term liabilities | $ 144,747 |
Convertible Promissory Notes _3
Convertible Promissory Notes (Details) - Schedule of Maturities of Long-Term Debt | Sep. 30, 2023 USD ($) |
Schedule of Maturities of Long-Term Debt [Abstract] | |
2023 | $ 597,945 |
2024 | 1,875,000 |
2026 | 13,772 |
2028 | 130,975 |
Maturities of long-term debt ,total | $ 2,617,692 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contracts with Customers [Abstract] | ||
Contract asset | $ 908,327 | $ 1,479,491 |
Contract liability | $ 1,271,095 | $ 932,458 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Details) - Schedule of Good or Service from Contracts with Customers - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Good or Service from Contracts with Customers [Abstract] | ||
Equipment Contracts | $ 2,174,949 | $ 5,829,960 |
Component Sales | 901,932 | 1,390,243 |
Waste Water Treatment Systems | 1,660,625 | 325,005 |
Pump Stations | 364,945 | 179,005 |
Rental Income | 19,719 | 19,719 |
Services Sales | 36,095 | 24,201 |
Internet Sales | 39,390 | |
Commission & Training | 3,263 | |
Total | $ 5,200,918 | $ 7,768,133 |
Financial Assets (Details)
Financial Assets (Details) - USD ($) | 9 Months Ended | ||
Nov. 12, 2021 | May 15, 2018 | Sep. 30, 2023 | |
Financial Assets (Details) [Line Items] | |||
Interest and fees | $ 15,988 | ||
Aggregate amount | $ 149,867 | ||
Converted common stock (in Shares) | 45,208,649 | ||
Investment in securities in fair value amount | $ 22,604 | ||
Unrealized gain | 4,521 | ||
Share price amount | $ 30,000 | ||
Preferred shares fair value | 3,200 | ||
Fair value loss | $ 800 | ||
Series C Convertible Preferred Stock [Member] | |||
Financial Assets (Details) [Line Items] | |||
Convertible preferred stock (in Shares) | 4,000 | ||
Series C Convertible Preferred Stock [Member] | Common Stock [Member] | |||
Financial Assets (Details) [Line Items] | |||
Convertible preferred stock (in Shares) | (1,000) | ||
OriginClear, Inc.Technology [Member] | |||
Financial Assets (Details) [Line Items] | |||
Fair value market price per share (in Dollars per share) | $ 0.0075 |
Loans Payable (Details)
Loans Payable (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Loans Payable [Abstract] | |
Assets amount | $ 1,749,970 |
Finance cost | 624,810 |
Net balance | $ 30,646 |
Water on demand inc. (Details)
Water on demand inc. (Details) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Oct. 25, 2023 | Oct. 24, 2023 | Sep. 21, 2023 | Apr. 10, 2023 | Dec. 29, 2022 | Dec. 22, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 19, 2023 | Apr. 14, 2023 | Mar. 31, 2023 | Feb. 07, 2023 | Nov. 16, 2022 | Nov. 04, 2022 | |
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Water on demand, inc description | On March 23, 2022, WODI announced that it was evaluating the first pilot opportunity, a 50,000 gallon per day wastewater treatment project. | |||||||||||||||
Investments amount | $ 1,000 | |||||||||||||||
Common stock, shares Issued (in Shares) | 1,318,066,996 | 1,013,369,185 | ||||||||||||||
Common stock, shares outstanding (in Shares) | 1,318,066,996 | 1,013,369,185 | ||||||||||||||
Paid total amount | $ 1,137,267 | |||||||||||||||
Membership interest amount | $ 400,000 | |||||||||||||||
Compensating amount | $ 737,267 | |||||||||||||||
Notes payable to related party | $ 737,267 | |||||||||||||||
Purchase price | $ 400,000 | |||||||||||||||
Interest rate per annum | 10% | |||||||||||||||
Deposit amount | $ 977,500 | |||||||||||||||
Public share price (in Dollars per share) | $ 54.58 | $ 106.67 | $ 0.1 | |||||||||||||
Special Meeting total (in Shares) | 10,514,410 | |||||||||||||||
Special Meeting total number of percentage | 81.61% | |||||||||||||||
Sufficient votes Percentage | 65% | |||||||||||||||
Other assets exchange shares (in Shares) | 6,000,000 | |||||||||||||||
Equity valuation | $ 72,000,000 | |||||||||||||||
Cash held in trust | $ 39,635,883 | |||||||||||||||
Ownership interest | 18% | |||||||||||||||
Shareholders percentage | 36% | |||||||||||||||
Equity combined percentage | 100% | |||||||||||||||
Total shares (in Shares) | 5,687,847 | |||||||||||||||
Issued and outstanding percentage | 84.59% | |||||||||||||||
Additional term | 1 year | |||||||||||||||
Aggregate amount | $ 3,260,985 | |||||||||||||||
Unsecured promissory notes | 3,260,985 | |||||||||||||||
Paid amount | 3,260,985 | |||||||||||||||
Other assets | $ 908,327 | $ 1,479,491 | $ 6,000,000 | |||||||||||||
Exchange shares (in Shares) | 2,406,822 | |||||||||||||||
Consideration shares (in Shares) | 2,406,822 | |||||||||||||||
Shares of common stock on dilutive basis (in Shares) | 1,262,285,766 | 589,675,480 | ||||||||||||||
Amount of revenue | $ 8,342,411 | |||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | |||||||||||||||
Shares issued (in Shares) | 201 | 6,791 | ||||||||||||||
Restricted shares percentage | 25% | |||||||||||||||
Issuance of shares (in Shares) | 15,550,000 | |||||||||||||||
Sponsor [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Ownership interest | 46% | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Special Meeting total (in Shares) | 518,232 | |||||||||||||||
Price per share (in Dollars per share) | $ 0.01 | |||||||||||||||
Common stock outstanding percentage | 1% | |||||||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Vested shares percentage | 6.25% | |||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Vested shares percentage | 6.25% | |||||||||||||||
SPAC [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Merger percentage | 50% | |||||||||||||||
Progressive Water Treatment Restricted Stock Grant Agreements [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.19737 | |||||||||||||||
WOD [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Acquisition valuation | $ 32,000,000 | |||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Common stock, shares Issued (in Shares) | 2,443,750 | |||||||||||||||
Common stock, shares outstanding (in Shares) | 2,443,750 | |||||||||||||||
Sponsor [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Membership interest, percentage | 100% | |||||||||||||||
Sponsor own shares (in Shares) | 2,343,750 | |||||||||||||||
Sponsor [Member] | Class B Common Stock [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Sponsor own shares (in Shares) | 2,343,750 | |||||||||||||||
SPAC [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Purchase price | $ 400,000 | |||||||||||||||
WODI [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Shares of common stock on dilutive basis (in Shares) | 12,194,482 | |||||||||||||||
Amount of revenue | $ 6,425,184 | |||||||||||||||
Price per share (in Dollars per share) | $ 0.53 | |||||||||||||||
MWS [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Amount of revenue | $ 200,870 | |||||||||||||||
Price per share (in Dollars per share) | $ 3.2 | |||||||||||||||
WODI/ MWS [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Shares of common stock on dilutive basis (in Shares) | 12,194,482 | |||||||||||||||
Amount of revenue | $ 6,425,184 | |||||||||||||||
PWT [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Amount of revenue | $ 26,695,716 | |||||||||||||||
Price per share (in Dollars per share) | $ 3.2 | |||||||||||||||
PWT one [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Shares of common stock on dilutive basis (in Shares) | 10,000,000 | |||||||||||||||
Amount of revenue | $ 26,695,716 | |||||||||||||||
Price per share (in Dollars per share) | $ 2.67 | |||||||||||||||
PWT [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Common stock, shares Issued (in Shares) | 13,399,217 | 10,000,000 | ||||||||||||||
Common stock, shares outstanding (in Shares) | 13,399,217 | 10,000,000 | ||||||||||||||
Consideration of shares (in Shares) | 2,406,822 | |||||||||||||||
Shares issued (in Shares) | 2,368 | |||||||||||||||
PWT [Member] | Series A Preferred Stock [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Common stock, shares Issued (in Shares) | 100,556 | |||||||||||||||
PWT [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Common stock, shares Issued (in Shares) | 132,830 | |||||||||||||||
OCLN [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 2,171,067 | |||||||||||||||
Progressive Water Treatment Restricted Stock Grant Agreements [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 15,550,000 | |||||||||||||||
Issuance of shares (in Shares) | 3,069,100 | |||||||||||||||
WODI Board [Member] | ||||||||||||||||
Water on demand inc. (Details) [Line Items] | ||||||||||||||||
Restricted shares percentage | 25% | |||||||||||||||
Common stock outstanding percentage | 1% |
Line of Credit (Details)
Line of Credit (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Debt Disclosure [Abstract] | |
Line of credit amount | $ 245,500 |
Interest rate | 26.07% |
Company paid principal | $ 105,621 |
Leaving principal balance | 139,879 |
Interest paid amount | $ 23,415 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Apr. 08, 2023 | Mar. 01, 2021 | Jun. 21, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Assets Held For Sale (Details) [Abstract] | ||||||
Aggregate shares (in Shares) | 630 | |||||
Common stock valued , per share (in Dollars per share) | $ 0.05 | |||||
Property plant And equipment | $ 580,000 | $ 114,000 | ||||
Private neighborhood development | $ 50,000 | |||||
Impairment | 114,000 | $ 116,000 | ||||
Offer price | 400,000 | |||||
Sale of the property | $ 400,000 | |||||
Initial payment | 235,000 | |||||
Remaining initial payment | 165,000 | |||||
Installments | $ 11,000 | |||||
Payment received | $ 164,935 | |||||
Closing fees | 65,493 | |||||
Receivable | $ 169,572 | |||||
Additional payments total | $ 37,572 | |||||
Receivable amount | $ 132,000 | |||||
Maximum [Member] | ||||||
Assets Held For Sale (Details) [Abstract] | ||||||
Asset for sale | 514,000 | 630,000 | ||||
Minimum [Member] | ||||||
Assets Held For Sale (Details) [Abstract] | ||||||
Asset for sale | $ 400,000 | $ 514,000 | ||||
Series T Preferred Stock [Member] | ||||||
Assets Held For Sale (Details) [Abstract] | ||||||
Aggregate shares (in Shares) | 630 | 630 | ||||
Warrants shares (in Shares) | 25,200,000 | |||||
Fair value of the property | $ 630,000 | |||||
Series T Preferred Stock [Member] | Property, Plant and Equipment [Member] | ||||||
Assets Held For Sale (Details) [Abstract] | ||||||
Long term asset | $ 630,000 |
Employee Retention Tax Credit (
Employee Retention Tax Credit (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Employee Retention Tax Credit [Abstract] | |
Other income | $ 126,879 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Sep. 30, 2023 USD ($) m² | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) |
Commitments and Contingencies (Details) [Line Items] | |||
Monthly rent | $ 8,500 | ||
Warrant reserve | $ 20,000 | $ 20,000 | |
Mckinney [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Area of land (in Square Meters) | m² | 12,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||||
Oct. 20, 2023 | Oct. 03, 2023 | Nov. 09, 2023 | Nov. 06, 2023 | Nov. 01, 2023 | |
Subsequent Events (Details) [Line Items] | |||||
Aggregate converted shares | 39,083,926 | ||||
Aggregate of shares | 37,040,277 | 3,361,416 | |||
Aggregate amount (in Dollars) | $ 567,000 | ||||
Series R Preferred Stock [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Aggregate converted shares | 200 | ||||
Aggregate shares of common stock | 51,536,831 | ||||
Series Y Preferred Stock [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Aggregate shares of common stock | 22,540,380 |