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EDGAR Submission
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| Header Data: |
| Submission Type: 1-A |
| Filer Info: |
| | Live-Test Flag: LIVE |
| | Filer: |
| | | Issuer Credentials: |
| CIK: 1419793 |
| CCC: XXXXXXXX |
| Form Data: |
| Employees Info: |
| | Issuer Name: OriginClear, Inc. |
| | Jurisdiction Organization: NV |
| | Year Incorporation: 2007 |
| | CIK: 1419793 |
| | Sic Code: 2860 |
| | IRS Num.: 26-0287664 |
| | Full Time Employees: 24 |
| | Part Time Employees: 0 |
| Issuer Info: |
| | Street 1: 525 S. Hewitt Street |
| | City: Los Angeles |
| | State or Country: CA |
| | ZIP Code: 90013 |
| | Phone Number: 323-939-6645 |
| | Connection Name: Gregory A. Sichenzia |
| | Industry Group: Other |
| | Cash Equivalents: 513,926.00 |
| | Investment Securities: 0.00 |
| | Accounts Receivable: 570,900.00 |
| | Property Plant Equipment: 126,407.00 |
| | Total Assets: 1,286,678.00 |
| | Accounts Payable: 2,019,500.00 |
| | Long Term Debt: 746,294.00 |
| | Total Liabilities: 20,609,907.00 |
| | Total Stockholder Equity: -23,593,719.00 |
| | Total Liabilities and Equity: 1,286,678.00 |
| | Total Revenues: 2,696,433.00 |
| | Cost and Expenses Appl to Revenues: 2,406,139.00 |
| | Depreciation and Amortization: 32,788.00 |
| | Net Income: -8,318,040.00 |
| | Earnings Per Share Basic: -5.11 |
| | Earnings Per Share Diluted: -5.11 |
| | Name Auditor: M&K CPAS, PLLC |
| Common Equity: |
| | Common Equity Class Name: Common Stock |
| | Outstanding Common Equity: 3099451 |
| | Common CUSIP Equity: 686228-40-4 |
| | Publicly Traded Common Equity: OTC - Pink Current |
| Preferred Equity: |
| | Preferred Equity Class Name: Series C Preferred Stock |
| | Outstanding Preferred Equity: 1000 |
| | Preferred CUSIP Equity: 000000-00-0 |
| | Publicly Traded Preferred Equity: There is no trading market for these securities. |
| Preferred Equity: |
| | Preferred Equity Class Name: Series D-1 Preferred Stock |
| | Outstanding Preferred Equity: 38500000 |
| | Preferred CUSIP Equity: 000000-00-0 |
| | Publicly Traded Preferred Equity: There is no trading market for these securities. |
| Preferred Equity: |
| | Preferred Equity Class Name: Series E Preferred Stock |
| | Outstanding Preferred Equity: 2139649 |
| | Preferred CUSIP Equity: 000000-00-0 |
| | Publicly Traded Preferred Equity: There is no trading market for these securities. |
| Preferred Equity: |
| | Preferred Equity Class Name: Series J Preferred Stock |
| | Outstanding Preferred Equity: 399 |
| | Preferred CUSIP Equity: 000000-00-0 |
| | Publicly Traded Preferred Equity: There is no trading market for these securities. |
| Preferred Equity: |
| | Preferred Equity Class Name: Series L Preferred Stock |
| | Outstanding Preferred Equity: 633 |
| | Preferred CUSIP Equity: 000000-00-0 |
| | Publicly Traded Preferred Equity: There is no trading market for these securities. |
| Debt Securities: |
| | Debt Securities Class Name: Series F Preferred Stock |
| | Outstanding Debt Securities: 1678 |
| | CUSIP Debt Securities: 000000-00-0 |
| | Publicly Traded Debt Securities: There is no trading market for these securities. |
| Debt Securities: |
| | Debt Securities Class Name: Series G Preferred Stock |
| | Outstanding Debt Securities: 530 |
| | CUSIP Debt Securities: 000000-00-0 |
| | Publicly Traded Debt Securities: There is no trading market for these securities. |
| Debt Securities: |
| | Debt Securities Class Name: Series I Preferred Stock |
| | Outstanding Debt Securities: 797 |
| | CUSIP Debt Securities: 000000-00-0 |
| | Publicly Traded Debt Securities: There is no trading market for these securities. |
| Debt Securities: |
| | Debt Securities Class Name: Series K Preferred Stock |
| | Outstanding Debt Securities: 1265 |
| | CUSIP Debt Securities: 000000-00-0 |
| | Publicly Traded Debt Securities: There is no trading market for these securities. |
| Debt Securities: |
| | Debt Securities Class Name: Convertible Notes |
| | Outstanding Debt Securities: 3638893 |
| | CUSIP Debt Securities: 000000-00-0 |
| | Publicly Traded Debt Securities: There is no trading market for these securities. |
| Issuer Eligibility: |
| | Certify If True? Yes |
| Application Rule 262: |
| | Certify If Not Disqualified? Yes |
| Summary Info: |
| | Indicate Tier 1 Tier 2 Offering: Tier2 |
| | Financial Statement Audit Status: Audited |
| | Securities Offered Types: Equity (common or preferred stock) |
| | Offer Delayed Continuous Flag? Yes |
| | Offering Year Flag? No |
| | Offering After Qualif Flag? No |
| | Offering Best Efforts Flag? Yes |
| | Solicitation Proposed Offering Flag? No |
| | Resale Securities Affiliates Flag? No |
| | Securities Offered: 800000 |
| | Outstanding Securities: 34200 |
| | Price Per Security: 25.0000 |
| | Issuer Aggregate Offering: 19,145,000.00 |
| | Security Holder Aggegate: 855,000.00 |
| | Qualification Offering Aggregate: 0.00 |
| | Concurrent Offering Aggregate: 0.00 |
| | Total Aggregate Offering: 20,000,000.00 |
| | Sales Commissions Service Provider Name: Dalmore Group, LLC |
| | Sales Commissions Service Provider Fees: 200,000.00 |
| | Auditor Service Provider Name: Liggett &Webb, P.A and M&K CPAS, PLLC |
| | Auditor Fees: 5,000.00 |
| | Legal Service Provider Name: Sichenzia Ross Ference LLP |
| | Legal Fees: 100,000.00 |
| | Broker Dealer CRD Number: 136352 |
| | Estimated Net Amount: 16,200,000.00 |
| | Clarification Responses: Assumes sale of maximum offering. |
| Juridiction Securities Offered: |
| | Jurisdictions of SEC Offered Same? Yes |
| | Issue Juridication Securities Offering: AL |
| | Issue Juridication Securities Offering: AK |
| | Issue Juridication Securities Offering: AZ |
| | Issue Juridication Securities Offering: AR |
| | Issue Juridication Securities Offering: CA |
| | Issue Juridication Securities Offering: CO |
| | Issue Juridication Securities Offering: CT |
| | Issue Juridication Securities Offering: DE |
| | Issue Juridication Securities Offering: FL |
| | Issue Juridication Securities Offering: GA |
| | Issue Juridication Securities Offering: HI |
| | Issue Juridication Securities Offering: ID |
| | Issue Juridication Securities Offering: IL |
| | Issue Juridication Securities Offering: IN |
| | Issue Juridication Securities Offering: IA |
| | Issue Juridication Securities Offering: KS |
| | Issue Juridication Securities Offering: KY |
| | Issue Juridication Securities Offering: LA |
| | Issue Juridication Securities Offering: ME |
| | Issue Juridication Securities Offering: MD |
| | Issue Juridication Securities Offering: MA |
| | Issue Juridication Securities Offering: MI |
| | Issue Juridication Securities Offering: MN |
| | Issue Juridication Securities Offering: MS |
| | Issue Juridication Securities Offering: MO |
| | Issue Juridication Securities Offering: MT |
| | Issue Juridication Securities Offering: NE |
| | Issue Juridication Securities Offering: NV |
| | Issue Juridication Securities Offering: NH |
| | Issue Juridication Securities Offering: NJ |
| | Issue Juridication Securities Offering: NM |
| | Issue Juridication Securities Offering: NY |
| | Issue Juridication Securities Offering: NC |
| | Issue Juridication Securities Offering: ND |
| | Issue Juridication Securities Offering: OH |
| | Issue Juridication Securities Offering: OK |
| | Issue Juridication Securities Offering: OR |
| | Issue Juridication Securities Offering: PA |
| | Issue Juridication Securities Offering: RI |
| | Issue Juridication Securities Offering: SC |
| | Issue Juridication Securities Offering: SD |
| | Issue Juridication Securities Offering: TN |
| | Issue Juridication Securities Offering: TX |
| | Issue Juridication Securities Offering: UT |
| | Issue Juridication Securities Offering: VT |
| | Issue Juridication Securities Offering: VA |
| | Issue Juridication Securities Offering: WA |
| | Issue Juridication Securities Offering: WV |
| | Issue Juridication Securities Offering: WI |
| | Issue Juridication Securities Offering: WY |
| | Issue Juridication Securities Offering: DC |
| | Issue Juridication Securities Offering: PR |
| | Dealers Juridication Securities Offering: AL |
| | Dealers Juridication Securities Offering: AK |
| | Dealers Juridication Securities Offering: AZ |
| | Dealers Juridication Securities Offering: AR |
| | Dealers Juridication Securities Offering: CA |
| | Dealers Juridication Securities Offering: CO |
| | Dealers Juridication Securities Offering: CT |
| | Dealers Juridication Securities Offering: DE |
| | Dealers Juridication Securities Offering: FL |
| | Dealers Juridication Securities Offering: GA |
| | Dealers Juridication Securities Offering: HI |
| | Dealers Juridication Securities Offering: ID |
| | Dealers Juridication Securities Offering: IL |
| | Dealers Juridication Securities Offering: IN |
| | Dealers Juridication Securities Offering: IA |
| | Dealers Juridication Securities Offering: KS |
| | Dealers Juridication Securities Offering: KY |
| | Dealers Juridication Securities Offering: LA |
| | Dealers Juridication Securities Offering: ME |
| | Dealers Juridication Securities Offering: MD |
| | Dealers Juridication Securities Offering: MA |
| | Dealers Juridication Securities Offering: MI |
| | Dealers Juridication Securities Offering: MN |
| | Dealers Juridication Securities Offering: MS |
| | Dealers Juridication Securities Offering: MO |
| | Dealers Juridication Securities Offering: MT |
| | Dealers Juridication Securities Offering: NE |
| | Dealers Juridication Securities Offering: NV |
| | Dealers Juridication Securities Offering: NH |
| | Dealers Juridication Securities Offering: NJ |
| | Dealers Juridication Securities Offering: NM |
| | Dealers Juridication Securities Offering: NY |
| | Dealers Juridication Securities Offering: NC |
| | Dealers Juridication Securities Offering: ND |
| | Dealers Juridication Securities Offering: OH |
| | Dealers Juridication Securities Offering: OK |
| | Dealers Juridication Securities Offering: OR |
| | Dealers Juridication Securities Offering: PA |
| | Dealers Juridication Securities Offering: RI |
| | Dealers Juridication Securities Offering: SC |
| | Dealers Juridication Securities Offering: SD |
| | Dealers Juridication Securities Offering: TN |
| | Dealers Juridication Securities Offering: TX |
| | Dealers Juridication Securities Offering: UT |
| | Dealers Juridication Securities Offering: VT |
| | Dealers Juridication Securities Offering: VA |
| | Dealers Juridication Securities Offering: WA |
| | Dealers Juridication Securities Offering: WV |
| | Dealers Juridication Securities Offering: WI |
| | Dealers Juridication Securities Offering: WY |
| | Dealers Juridication Securities Offering: DC |
| | Dealers Juridication Securities Offering: PR |
| Securities Issued: |
| | Securities Issuer Name: OriginClear, Inc. |
| | Securities Issuer Title: Series K Preferred Stock |
| | Securities Issued Total Amount: 2001 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: 2,000,650 (total proceeds received from sale of Series K) |
| Securities Issued: |
| | Securities Issuer Name: OriginClear, Inc. |
| | Securities Issuer Title: Series L Preferred Stock |
| | Securities Issued Total Amount: 1,000 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: 0 |
| Securities Issued: |
| | Securities Issuer Name: OriginClear, Inc. |
| | Securities Issuer Title: Series I Preferred Stock |
| | Securities Issued Total Amount: 797 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: $797,400 (total proceeds received from sale of Series I) |
| Securities Issued: |
| | Securities Issuer Name: OriginClear, Inc. |
| | Securities Issuer Title: Series J Preferred Stock |
| | Securities Issued Total Amount: 399 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: 0 |
| Securities Issued: |
| | Securities Issuer Name: OriginClear, Inc. |
| | Securities Issuer Title: Series G Preferred Stock |
| | Securities Issued Total Amount: 530 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: $530,000 (total proceeds received from sale of Series G) |
| Securities Issued: |
| | Securities Issuer Name: OriginClear, Inc. |
| | Securities Issuer Title: Common Stock |
| | Securities Issued Total Amount: 3,972,370 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: $0 (shares were issued for services, as additional consideration for purchase of preferred stock, upon conversion of convertible notes, or pursuant to anti-dilution rights) |
| Securities Issued: |
| | Securities Issuer Name: OriginClear, Inc. |
| | Securities Issuer Title: Series M Preferred Stock |
| | Securities Issued Total Amount: 34,200 |
| | Securities Principal Holder Amount: 0 |
| | Securities Issued Aggregate Amount: $171,260 (represents convertible debt exchanged for shares) |
| Unregistered Securities Act: |
| | Securities Act Excemption: These securities were sold in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering. |
