374Water (SCWO) 10-K/A 20 Oct 16 2015 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 30, 2016	Jun. 30, 2015
Document and Entity Information:
Entity Registrant Name	POWERVERDE, INC.
Document Type	10-K/A
Document Period End Date	Dec. 31, 2015
Amendment Flag	true
Entity Central Index Key	933,972
Amendment Description	The purpose of Amendment No. 1 on Form 10-K/A to the Company’s annual report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on March 30, 2016 (the “Form 10-K”), is to correct the scrivener’s error in the date of the reference to period ended date in the Section 906 Certifications of the Chief Executive Officer and Chief Financial Officer of the Company, from December 31, 2014 to December 31, 2015 in both of Exhibits 32.1 and 32.2 of the Form 10-K. No other changes have been made to the Form 10-K. This Amendment No. 1 speaks as of the original filing date of the Form 10-K and does not reflect events that may have occurred subsequent to the original filing date. This Amended Report restates only those portions of the Form 10-K affected by the above noted changes. This Amended Report includes currently-dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		31,750,106
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY
Entity Public Float			$ 4,100,000

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current Assets:
Cash and cash equivalents	$ 5,601	$ 4,736
Accounts receivable	220,158	189,220
Employee advances		12,292
Prepaid expenses	13,332	14,238
Total Current Assets	239,091	220,486
Property and Equipment
Property and equipment, net of accumulated depreciation of $70,792 and $55,258, respectively	36,849	52,383
Other Assets
Intellectual property, net of accumulated amortization of $665,532 and $604,487, respectively	26,742	54,953
Total Assets	302,682	327,822
Current Liabilities
Accounts payable and accrued expenses	41,951	100,006
Payables to related parties	26,000	41,900
Notes payable to related party	412,115
Note payable	47,569
Total Current Liabilities	527,635	141,906
Long-Term Liabilities
Notes payable to related parties		374,235
Total Long-Term Liabilities		374,235
Total Liabilities	527,635	516,141
Stockholders' Deficiency
Preferred stock: 50,000,000 shares authorized, 0 shares issued At December 31, 2015 and 2014
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 31,750,106 common shares issued and outstanding at December 31, 2015 and December 31, 2014	3,981	3,981
Additional paid-in capital	11,921,516	11,531,516
Treasury stock, 8,550,000 shares at cost	(491,139)	(491,139)
Accumulated deficit	(11,659,311)	(11,232,677)
Total Stockholders' Deficiency	(224,953)	(188,319)
Total Liabilities and Stockholders' Deficiency	$ 302,682	$ 327,822

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Assets
Property and equipment, net of accumulated depreciation	$ 70,792	$ 55,258
Intellectual Property, net of accumulated amortization	$ 665,532	$ 604,487
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	31,750,106	31,750,106
Common Stock, shares outstanding	31,750,106	31,750,106
Treasury stock	8,550,000	8,550,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenues [Abstract]
Revenue, Net	$ 529,861	$ 428,747
Cost of Goods Sold
Gross Profit	529,681	428,747
Operating Expenses
Research and development	627,889	364,095
General and administrative	272,281	501,706
Total Operating Expenses	900,170	865,801
Loss from Operations	(370,309)	(437,054)
Other Income (Expenses)
Interest income	861
Interest expense	(57,186)	(128,859)
Other income (expenses)
Total Other Income (Expenses)	(56,325)	(128,859)
Loss before Income Taxes	(426,634)	(565,913)
Provision for Income Taxes
Net Loss	$ (426,634)	$ (565,913)
Net Loss per Share - Basic and Diluted	$ (0.01)	$ (0.02)
Weighted Average Common Shares Outstanding - Basic and Diluted	31,750,106	30,613,257

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (USD $) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Common Stock
Balance	$ 3,981	$ 3,567
Balance, Shares	31,750,106	27,600,106
Sale of common stock at $.10 per share, net of stock issuance costs of $7,500		$ 414
Sale of common stock at $.10 per share, net of stock issuance costs of $7,500, Shares		4,150,000
Balance	$ 3,981	$ 3,981
Balance, Shares	31,750,106	31,750,106
Additional Paid in Capital
Balance	$ 11,531,516	$ 11,098,665
Sale of common stock at $.10 per share, net of stock issuance costs of $7,500		407,086
Modification of warrants in connection with Notes payable to related party		25,765
Stock-based compensation	390,000
Balance	11,921,516	11,531,516
Treasury Stock
Balance	(491,139)	(491,139)
Balance	(491,139)	(491,139)
Accumulated Deficit [Member]
Balance	(11,232,677)	(10,666,764)
Net Loss	(426,634)
Balance	(11,659,311)	(11,232,677)
Balance	(188,319)	(55,671)
Sale of common stock at $.10 per share, net of stock issuance costs of $7,500		407,500
Modification of warrants in connection with Notes payable to related party		25,765
Stock-based compensation	390,000
Net Loss	(426,634)	(565,913)
Balance	$ (224,953)	$ (188,319)

CONSOLIDATED STATEMENTS OF CHA6

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (Parenthetical)	12 Months Ended
	Dec. 31, 2014USD ($)$ / shares
Stockholders' Deficiency
Sale of common stock price per share | $ / shares	$ 0.10
Stock issuance costs | $	$ 7,500

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash Flows from Operating Activities
Net loss	$ (426,634)	$ (565,913)
Adjustments to reconcile net loss to net cash Used in operating activities:
Depreciation and amortization	76,579	236,455
Amortization of discount	12,881	85,860
Stock based compensation	390,000
Changes in operating assets and liabilities
Accounts receivable and prepaid expenses	(30,033)	(135,248)
Employee advances	12,292	7,000
Interest receivable, related party
Accounts payable and accrued expenses	(58,056)	56,431
Payable to related parties	(15,900)	(22,065)
Cash Used in Operating Activities	(38,871)	(337,480)
Cash Flows From Investing Activities
Purchase of property and equipment		(13,590)
Purchase of intellectual property	(16,116)
Cash Used in Investing Activities	(16,116)	(13,590)
Cash Flows from Financing Activities
Proceeds from note receivable, related party, and accrued interest	41,719
Payments on note payable	(10,867)
Proceeds from notes payable, related party	25,000
Proceeds from issuance of common stock		415,000
Payment of note payable to related parties		(100,000)
Payment of stock issuance costs		(7,500)
Cash Provided by Financing Activities	55,852	307,500
Net Increase (Decrease) in Cash and Cash Equivalents	865	(43,570)
Cash and cash equivalents at Beginning of Period	4,736	48,306
Cash and cash equivalents at End of Period	5,601	4,736
Supplemental Disclosure of Cash Flow Information
Cash Paid for Interest	44,294	43,000
Supplemental Schedule of Non-Cash Activities
Note receivable and accrued interest in connection with IP acquisition	41,179
Note Payable in connection with IP acquisition	58,416
Debt discount in connection with the modified warrants		$ 25,765

Nature of Business

Nature of Business	12 Months Ended
	Dec. 31, 2015
Nature of Business
Nature of Business	Note 1 – Nature of Business PowerVerde, Inc. (the “Company”) is a “C” Corporation organized under the Laws of Delaware with operations in Scottsdale, Arizona. The Company’s two founders, now its largest shareholders, have conceived and developed the use of a power systems patent. For several years the Company has been undertaking research and development on a power generating system based on the patent and related intellectual property, which it hopes to commercialize in the near future.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2015
Going Concern:
Going Concern	Note 2 – Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring operating losses and negative cashflows from operations. Those factors, as well as uncertainty in securing additional funds for continued operations, create an uncertainty about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company continues to seek funding from private debt and equity investors, as it needs to promptly raise substantial additional capital above and beyond expected licensing revenue in order to finance its plan of operations. There can be no assurance that the Company will be able to promptly raise the necessary funds on commercially acceptable terms, if at all. If the Company does not raise the necessary funds, it may be forced to cease operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of PowerVerde, Inc. and its wholly-owned subsidiary, PowerVerde Systems, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Nature of Business The Company is devoting substantially all of its present efforts to establish a new business involving the development and commercialization of clean energy electric power generation systems, and none of its planned principal operations have commenced. However, royalties from licenses unrelated to planned principal operations continue to be recognized as revenue. Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable consist of balances due from royalties in connection with the Company’s license agreement with VDF FutureCeuticals, Inc. The Company monitors accounts receivable and provides allowances when considered necessary. At December 31, 2015 and 2014, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. Employee Advances The employee advances at December 31, 2014 represent the payroll taxes due on the issuance of common stock as compensation prior to 2014. As of December 31, 2015, all payroll taxes have been repaid by the employee. Revenue Recognition Licensing and royalty revenue from a royalty agreement unrelated to the Company’s planned operations is recognized in accordance with the terms of the specific agreement. Revenues recognized under this agreement amount to 100% of total revenues for the years ended December 31, 2015 and 2014. Intellectual Property The Company reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses an estimate of the undiscounted cash flows over the remaining life of its long-lived assets, or related group of assets where applicable, in measuring whether the assets to be held and used will be realizable . In the event of impairment, the Company would discount the future cash flows using its then estimated incremental borrowing rate to estimate the amount of the impairment. For those reporting units with zero or negative carrying amounts, an entity must evaluate whether it is more likely than not that goodwill impairment exists, regardless of the mathematical results of the Step 1 test. In making that determination, the entity should consider whether there are any adverse qualitative factors that could impact the amount of goodwill. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major betterments and additions are capitalized, while replacement, maintenance and repairs, which do not extend the lives of the respective assets, are expensed as incurred. Impairment of Long-Lived Assets Impairment losses are recorded on long-lived assets (property, equipment and intellectual property) used in operations when impairment indicators are present and the undiscounted expected cash flows estimated to be generated by those assets are less than the carrying value of such assets. No impairment losses were recognized in the years ended December 31, 2015 and 2014. Stock-based compensation The Company has accounted for stock-based compensation under the provisions of ASC Topic 718 – “Stock Compensation” Common Stock Purchase Warrants The Company accounts for common stock purchase warrants in accordance with ASC Topic 815- 40, “Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASC 815-40”). Based on the provisions of ASC 815- 40, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). All outstanding warrants as of December 31, 2014 and 2015 were classified as equity. Accounting for Uncertainty in Income Taxes The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our consolidated financial statements. Our evaluation was performed for the tax years ended December 31, 2012, 2013, 2014 and 2015, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2015. We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. In the event we have received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as general and administrative expense. Research and Development Costs The Company’s research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $627,889 and $364,095 for the years ended December 31, 2015 and 2014, respectively. Earnings (Loss) Per Share Earnings (loss) per share is computed in accordance with FASB ASC Topic 260, “Earnings per Share”. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Certain common stock equivalents were not included in the earnings (loss) per share calculation as their effect would be anti-dilutive. Warrants exercisable for 4,155,000 shares and options for 4,750,000 shares were excluded from weighted average common shares outstanding on a diluted basis. Financial instruments The Company carries cash and cash equivalents, accounts receivable, accounts payable and accrued expenses at historical costs. The respective estimated fair values of these assets and liabilities approximate carrying values due to their current nature. The Company also carries notes payable to related parties at historical cost less discounts from warrants issued as loan financing costs. The fair value of such notes is substantially similar to the face value of the notes ($400,000). Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	12 Months Ended
	Dec. 31, 2015
Recent Accounting Prouncements
Recent Accounting Pronouncements	Note 4 – Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update No. 2014-10 (ASU 2014-10), which eliminates development stage reporting requirements under ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. We have adopted ASU 2014-10 on our consolidated financial statements effective January 1, 2015. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 is intended to improve the financial reporting requirements for revenue from contracts with customers by providing a principle based approach. The core principal of the standard is that revenue should be recognized when the transfer of promised goods or services is made in an amount that the entity expects to be entitled to in exchange for the transfer of goods and services. ASU 2014-09 also requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2015-14”) which deferred the effective date of the standard. This standard will be effective for annual reporting periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is not permitted. The Company is currently evaluating the potential impact this guidance will have on its consolidated financial position, results of operations and cash flows. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” which requires an entity to evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. The guidance will become effective for the year ended December 31, 2016. The adoption of ASU 2014-15 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest (Subtopic 835-30)” (“ASU 2015-03”). Currently generally accepted accounting principles U.S. GAAP requires any debt issuance costs to be reported in the balance sheet as deferred charges. The amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. The Company is currently evaluating the potential impact this guidance will have on its consolidated financial position, results of operations and cash flows. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740)” (“ASU 2015-17”). Currently U.S. GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. The amendments under ASU 2015-17 will require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update will be effective for fiscal years beginning after December 15, 2017 and interim periods within the fiscal years beginning after December 15, 2018. The adoption of ASU 2015-17 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Intellectual Property and Note

Intellectual Property and Note Payable	12 Months Ended
	Dec. 31, 2015
Business Combinations [Abstract]
Intellectual Property and Note Payable	Note 5 – Intellectual Property and Note Payable Intellectual Property partially consists of technology acquired from the purchase of 100% of the membership interests of Cornerstone Conservation Group LLC (“Cornerstone”) in March 30, 2012 for $659,440. Accumulated amortization with respect to this intellectual property was $659,440 at December 31, 2015 and $604,487 at December 31, 2014. On June 30, 2015, the Company entered into an Assignment Agreement with VyrexIP Holdings Inc., a company owned by Company shareholder Edward Gomez for the purchase of intellectual property. The net price of these assets was comprised of a down payment of $16,116 and a $58,436 promissory note to the seller due July 15, 2016, partially offset by assignment by the seller to the Company of a $38,000 promissory note due November 14, 2015, issued by the seller’s licensee Epalex Corporation, a company of which Mr. Gomez is chairman and a major stockholder. This note was paid in full in November 2015 in the amount of $42,579, including accrued interest. For each of the years ended December 31, 2015 and 2014, amortization expense was $61,045 and $219,813 and accumulated amortization of the intangible asset- intellectual property was $665,532 at December 31, 2015. Future amortization of the intangible asset – intellectual property was as follows as of December 31, 2015: Year ending December 31: 2016 $ 12,184 2017 12,184 2018 2,374 Total $ 26,742 Note Payable at December 31, 2015 consists of $47,569 promissory note to VyrexIP Holdings Inc. for the purchase of intellectual property. The Company has agreed to pay principal plus accrued interest over 10 monthly payments of $6,080.64, each due on the 15th day of each month, beginning October 15th, 2015.

Stockholders' Deficiency

Stockholders' Deficiency	12 Months Ended
	Dec. 31, 2015
Equity:
Stockholders' Deficiency	Note 6 – Stockholders’ Deficiency Warrants The Company issued warrants on June 3, 2011 to various persons, including affiliates of the Company, for services provided to the Company. These warrants covered the purchase of 1,855,000 unregistered shares of the Company’s stock at an exercise price of $1.05 per share with a five-year term. These share-based payments have been accounted for in accordance with ASC 815-40 using the Black Scholes warrant pricing model to determine the fair value of each warrant. As of December 31, 2015, all of these warrants were outstanding. On February 3, 2012, the Company issued warrants to purchase 500,000 unregistered shares of the Company’s common stock at an exercise price of $3.00 per share with a five-year term for settlement of certain disputed amounts. These share-based payments have been accounted for in accordance with ASC 815-40 using the Black-Scholes warrant pricing model to determine the fair value of each warrant. These warrants expired during the year ended December 31, 2015. In connection with the acquisition of Cornerstone (See Note 5), on March 30, 2012, the Company issued warrants to purchase 300,000 unregistered shares of common stock at exercise prices ranging from $2.00 to $4.00 per share. These warrants expire at various dates through December 2017. As of December 31, 2015, all of these warrants were outstanding. During the second quarter of 2012, the Company issued warrants to purchase 335,000 unregistered shares of the Company’s common stock at an exercise price of $3.00 per share in association with stock subscription agreements. These warrants expire on various dates through 2015. As of December 31, 2015, all of these warrants were expired. During the third quarter of 2012, the Company issued warrants to purchase 71,000 unregistered shares of the Company’s common stock at an exercise price of $3.00 per share in association with stock subscription agreements. These warrants expire July 30, 2015. As of December 31, 2015, all of these warrants were expired. During the fourth quarter of 2012, the Company issued warrants to purchase 225,000 unregistered shares of the Company’s common stock at an exercise price of $1.00 per share in association with stock subscription agreements. These warrants expire October 31, 2015. As of December 31, 2015, all of these warrants were expired. In December 2012, the Company issued three-year warrants to purchase 325,000 unregistered shares of the Company’s common stock at an exercise price of $.41 per share in association with the Secured Promissory Note (See Note 8). In December 2014, the expiration date of these warrants was extended to December 31, 2017. During January 2013, the Company issued three-year warrants to purchase 75,000 unregistered shares of the Company’s common stock at an exercise price of $0.41 per share in association with the Secured Promissory Note (See Note 8). In December 2014, the expiration date of these warrants was extended to December 31, 2017. During March 2013, the Company issued its Chief Executive Officer and Chief Financial Officer five –year warrants to purchase common stock at an exercise price of $0.30 per share (market price on date of grant) in the amounts of 1,000,000 and 500,000 shares, respectively. The Company recognized $210,000 in compensation expense. As of December 31, 2015, all of these warrants were outstanding. In October 2015, these warrants were repriced and extended with an exercise price of $.15 and a new expiration date of October 26, 2022 in connection with a general repricing and extension of the Company options and warrants as set forth below in this Note 6. On December 1, 2013, the Company issued additional three-year warrants to purchase 400,000 unregistered shares of the Company’s common stock at an exercise price equal to $0.21 per share (the average closing price of the common stock during the 10 trading days prior to December 1, 2013). This was in association with the Secured Promissory Note (See Note 8). In December 2015, the expiration date of these warrants was extended to December 31, 2018. As of December 31, 2015, all of these warrants were outstanding. During the fourth quarter of 2014, the Company revised the terms of the 400,000 original warrants issued December 2012 and January 2013, extending the maturity dates to December 31, 2017 and the exercise price was reduced from $0.41 per share to $0.39 per share. The Company also revised the terms of the additional 400,000 warrants issued December 1, 2013, to extend the maturity date to December 31, 2018 and the exercise price was reduced from $.21 per share to $0.17 per share. A summary of warrants issued, exercised and expired during the year ending December 31, 2015 is as follows: Shares Weighted Average Aggregate Intrinsic Balance at December 31, 2014 5,586,000 $ .99 $ 45,000 Issued 25,000 .12 — Expired (1,131,000 ) (1.72 ) — Balance at December 31, 2015 4,480,000 $ .58 $ 45,000 The warrant for the purchase of 25,000 shares of common stock has a five-year term and was issued to a stockholder in September 2015 as additional consideration for a $25,000 loan. See note 8. The fair market value of the warrant was determined to be $0.08 per share, or $2,000. The weighted average grant date fair value of warrants issued during the year ended December 31, 2015 amounted to $0.08 per warrant. The fair value of each warrant granted for equity and debt raises was determined using the Black-Scholes option pricing model and the following assumptions: December 31, 2015 Risk free interest rate 1.37 % Expected term 5 years Annualized volatility 90 % Expected dividends — The expected term of warrants granted is based on historical experience with past warrant holders, and represents the period of time that warrants granted are expected to be outstanding. The warrant shares referred to above are unregistered shares of the Company’s stock and are restricted from trading as defined under Rule 144 of the United States Securities Act of 1933. On October 1, 2015, the Board of Directors agreed to extend all outstanding management stock options and warrants (covering 3,500,000 shares) to a common expiration date of October 26, 2022, and adjust the exercise prices to $0.15. The net effect of the change in the value of the repriced options and warrants was an increase in stock based compensation expense of $208,000. The Company also issued new, immediately vesting, stock options with an exercise price of $0.15 and an expiration date of October 26, 2022, to Richard Davis for 800,000; Hank Leibowitz for 500,000; John Hofmann for 500,000; and Mark Prinz for 200,000. The fair market value of these options was determined to be $0.09 per option, or $180,000, which reflects an increase in stock based compensation expense of $180,000.

Stock Options

Stock Options	12 Months Ended
	Dec. 31, 2015
Stock Options
Stock Options	Note 7 – Stock Options Stock option activity for the year ended December 31, 2015, is summarized as follows: Shares Weighted Average Weighted Average Remaining Aggregate Intrinsic Options outstanding at December 31, 2014 2,750,000 $ 0.78 9.00 $ — Granted 2,000,000 0.09 — — Expired/forfeited — — — — Options outstanding at December 31, 2015 4,750,000 $ 0.49 9.00 $ — Total stock-based compensation for the years ended December 31, 2015 and 2014 was $390,000 and $0 respectively. There is no unrecognized stock compensation expense at December 31, 2015.

Notes Payable to Related Partie

Notes Payable to Related Parties	12 Months Ended
	Dec. 31, 2015
Notes Payable to Related Parties
Notes Payable to Related Parties	Note 8 - Notes Payable to Related Parties Notes payable to related parties at December 31, 2015 consist of notes payable to stockholders of $400,000 (issued in 2012), less unamortized discount of $12,885 related to common stock warrants that had been issued to the stockholders with the notes. The discount is being amortized over the extended term of the notes, which are due in one principal payment on December 31, 2016. Interest is payable semiannually at 10%. The notes are collaterized by all receivables now or hereafter existing pursuant to the license agreement with VDF FutureCeuticals, Inc. discussed in Notes 3 and 9. The notes payable to related parties at December 31, 2015 also includes a promissory note to a stockholder for $25,000. The principal balance and interest at 10% was due March 30, 2016. This note was paid in full, with accrued interest, in February 2016. Payable to related party at December 31, 2015 consists primarily of a $20,000 unsecured note payable to Company shareholder Edward Gomez bearing interest at 10%. On June 11, 2015, the lender extended the maturity date on the balance of the note to July 31, 2016.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Commitment and Contingencies:
Commitments and Contingencies	Note 9 - Commitments and Contingencies On June 25, 2015, Company consultant Hank Leibowitz assigned to the Company a patent he obtained for a system and method for using high temperature sources in Rankine cycle power systems. The Company has agreed to pay Mr. Leibowitz a 2% royalty for any and all revenues of products and/or project sales by the Company based on the subject patent. The Company’s license agreement with VDF FutureCeuticals, Inc., which has generated all of the Company’s revenues since 2012, will terminate in March 2018, when the underlying patents expire.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2015
Income Taxes:
Income Taxes	Note 10 – Income Taxes Deferred income taxes are provided based on the provisions of ASC Topic 740, “Accounting for Income Taxes”, to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Significant components of the Company’s net deferred income taxes are as follows: For the Years ended December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 2,415,690 $ 2,307,440 Start-up cost 320,338 350,834 Goodwill 738,927 805,100 Stock based compensation 669,761 621,858 Other 24 (6,762 ) Deferred tax assets 4,144,741 4,078,470 Less valuation allowance (4,144,741 ) (4,078,470 ) Net deferred tax assets after valuation allowance $ — $ — A reconciliation of the U.S. statutory federal income tax rate to the effective income tax rate (benefit) follows: Rate Reconciliation For the Years ended December 31, 2015 2014 Federal income tax at statutory rate $ (145,056 ) $ (192,410 ) State Tax (15,487 ) (20,543 ) Permanent Differences 542 237 Other 93,730 16,401 Change in Valuation Allowance 66,271 196,315 $ — $ — In assessing the ability to realize a portion of the deferred tax assets, management considers whether it is more than likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making the assessment. After consideration of the evidence, both positive and negative, management has determined that a $4,144,741 valuation allowance at December 31, 2015 is necessary. The change in the valuation allowance for the current year is $66,271, which represents the changes in the deferred items. At December 31, 2015, the Company has available net operating loss carry forwards for federal income tax purposes of $6,115,670 expiring at various times from 2027 through 2032. Valuation and Qualifying Accounts Description Balance at Beginning of Period Charged to Cost and Expenses Write-offs Other Balance at Deferred tax asset valuation allowance Year ended December 31, 2015 $ 4,078,470 $ 66,271 $ — $ — $ 4,144,741 Year ended December 31, 2014 $ 3,882,154 $ 196,316 $ — $ — $ 4,078,470

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Related Party Transactions
Related Party Transactions	Note 11- Related Party Transactions Since July 2010, the accounting firm J.L. Hofmann & Associates, P.A. (“JLHPA”), whose principal is our CFO John L. Hofmann, has provided financial consulting and accounting services to the Company. The Company paid $39,150 and $42,625 to JLHPA for its services in the years ended December 31, 2015 and 2014, respectively.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2015
Subsequent Events:
Subsequent Events	Note 12 – Subsequent Events See Note 8 regarding prepayment of a $25,000 note in February 2016.

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Summary of Significant Accounting Policies
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of PowerVerde, Inc. and its wholly-owned subsidiary, PowerVerde Systems, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.
Nature of Business	Nature of Business The Company is devoting substantially all of its present efforts to establish a new business involving the development and commercialization of clean energy electric power generation systems, and none of its planned principal operations have commenced. However, royalties from licenses unrelated to planned principal operations continue to be recognized as revenue.
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Accounts Receivables	Accounts Receivable Accounts receivable consist of balances due from royalties in connection with the Company’s license agreement with VDF FutureCeuticals, Inc. The Company monitors accounts receivable and provides allowances when considered necessary. At December 31, 2015 and 2014, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided.
Employee Advances	Employee Advances The employee advances at December 31, 2014 represent the payroll taxes due on the issuance of common stock as compensation prior to 2014. As of December 31, 2015, all payroll taxes have been repaid by the employee.
Revenue Recognition	Revenue Recognition Licensing and royalty revenue from a royalty agreement unrelated to the Company’s planned operations is recognized in accordance with the terms of the specific agreement. Revenues recognized under this agreement amount to 100% of total revenues for the years ended December 31, 2015 and 2014.
Intellectual Property	Intellectual Property The Company reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses an estimate of the undiscounted cash flows over the remaining life of its long-lived assets, or related group of assets where applicable, in measuring whether the assets to be held and used will be realizable . In the event of impairment, the Company would discount the future cash flows using its then estimated incremental borrowing rate to estimate the amount of the impairment. For those reporting units with zero or negative carrying amounts, an entity must evaluate whether it is more likely than not that goodwill impairment exists, regardless of the mathematical results of the Step 1 test. In making that determination, the entity should consider whether there are any adverse qualitative factors that could impact the amount of goodwill.
Property and Equipment	Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major betterments and additions are capitalized, while replacement, maintenance and repairs, which do not extend the lives of the respective assets, are expensed as incurred.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Impairment losses are recorded on long-lived assets (property, equipment and intellectual property) used in operations when impairment indicators are present and the undiscounted expected cash flows estimated to be generated by those assets are less than the carrying value of such assets. No impairment losses were recognized in the years ended December 31, 2015 and 2014.
Stock-based Compensation	Stock-based compensation The Company has accounted for stock-based compensation under the provisions of ASC Topic 718 – “Stock Compensation”
Common Stock Purchase Warrants	Common Stock Purchase Warrants The Company accounts for common stock purchase warrants in accordance with ASC Topic 815- 40, “Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASC 815-40”). Based on the provisions of ASC 815- 40, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). All outstanding warrants as of December 31, 2014 and 2015 were classified as equity.
Accounting for Uncertainty in Income Taxes	Accounting for Uncertainty in Income Taxes The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our consolidated financial statements. Our evaluation was performed for the tax years ended December 31, 2012, 2013, 2014 and 2015, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2015. We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. In the event we have received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as general and administrative expense.
Research and Development Costs	Research and Development Costs The Company’s research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $627,889 and $364,095 for the years ended December 31, 2015 and 2014, respectively.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Earnings (loss) per share is computed in accordance with FASB ASC Topic 260, “Earnings per Share”. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Certain common stock equivalents were not included in the earnings (loss) per share calculation as their effect would be anti-dilutive. Warrants exercisable for 4,155,000 shares and options for 4,750,000 shares were excluded from weighted average common shares outstanding on a diluted basis.
Financial instruments	Financial instruments The Company carries cash and cash equivalents, accounts receivable, accounts payable and accrued expenses at historical costs. The respective estimated fair values of these assets and liabilities approximate carrying values due to their current nature. The Company also carries notes payable to related parties at historical cost less discounts from warrants issued as loan financing costs. The fair value of such notes is substantially similar to the face value of the notes ($400,000).
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Intellectual Property and Not21

Intellectual Property and Note Payable (Tables)	12 Months Ended
	Dec. 31, 2015
Business Combinations [Abstract]
Future amortization of the intangible asset	Future amortization of the intangible asset – intellectual property was as follows as of December 31, 2015: Year ending December 31: 2016 $ 12,184 2017 12,184 2018 2,374 Total $ 26,742

Stockholders' Deficiency (Table

Stockholders' Deficiency (Tables)	12 Months Ended
	Dec. 31, 2015
Equity:
Summary of warrants	A summary of warrants issued, exercised and expired during the year ending December 31, 2015 is as follows: Shares Weighted Average Aggregate Intrinsic Balance at December 31, 2014 5,586,000 $ .99 $ 45,000 Issued 25,000 .12 — Expired (1,131,000 ) (1.72 ) — Balance at December 31, 2015 4,480,000 $ .58 $ 45,000
Weighted average assumptions	The fair value of each warrant granted for equity and debt raises was determined using the Black-Scholes option pricing model and the following assumptions: December 31, 2015 Risk free interest rate 1.37 % Expected term 5 years Annualized volatility 90 % Expected dividends —

Stock Options (Tables)

Stock Options (Tables)	12 Months Ended
	Dec. 31, 2015
Stock Options
Stock Option	Stock option activity for the year ended December 31, 2015, is summarized as follows: Shares Weighted Average Weighted Average Remaining Aggregate Intrinsic Options outstanding at December 31, 2014 2,750,000 $ 0.78 9.00 $ — Granted 2,000,000 0.09 — — Expired/forfeited — — — — Options outstanding at December 31, 2015 4,750,000 $ 0.49 9.00 $ —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2015
Income Taxes:
Schedule of Deferred Tax Assets and Liabilities	Significant components of the Company’s net deferred income taxes are as follows: For the Years ended December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 2,415,690 $ 2,307,440 Start-up cost 320,338 350,834 Goodwill 738,927 805,100 Stock based compensation 669,761 621,858 Other 24 (6,762 ) Deferred tax assets 4,144,741 4,078,470 Less valuation allowance (4,144,741 ) (4,078,470 ) Net deferred tax assets after valuation allowance $ — $ —
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the U.S. statutory federal income tax rate to the effective income tax rate (benefit) follows: Rate Reconciliation For the Years ended December 31, 2015 2014 Federal income tax at statutory rate $ (145,056 ) $ (192,410 ) State Tax (15,487 ) (20,543 ) Permanent Differences 542 237 Other 93,730 16,401 Change in Valuation Allowance 66,271 196,315 $ — $ —
Summary of Valuation Allowance	Valuation and Qualifying Accounts Description Balance at Beginning of Period Charged to Cost and Expenses Write-offs Other Charges Balance at End of Period Deferred tax asset valuation allowance Year ended December 31, 2015 $ 4,078,470 $ 66,271 $ — $ — $ 4,144,741 Year ended December 31, 2014 $ 3,882,154 $ 196,316 $ — $ — $ 4,078,470

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Antidilutive Securities Excluded and Imapirment charges
Number of warrants excluded from weighted average common shares outstanding on a diluted basis.	4,155,000
Number of options excluded from weighted average common shares outstanding on a diluted basis.	4,750,000
Revenue percentage	100.00%	100.00%
Fair value of notes	$ 400,000
Research and development cost	$ 627,889	$ 364,095

Intellectual Property and Not26

Intellectual Property and Note Payable (Details)	Dec. 31, 2015USD ($)
Year ending December 31:
2,016	$ 12,184
2,017	12,184
2,018	2,374
Total	$ 26,742

Intellectual Property and Not27

Intellectual Property and Note Payable (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014	Nov. 30, 2015	Nov. 14, 2015	Oct. 15, 2015	Mar. 30, 2012
Amortization expense		$ 61,045	$ 219,813
Accumulated amortization of the intangible asset- intellectual property	$ 662,486	665,532	604,487
Promissory note down payment	16,116
Promissory note due	$ 47,569				$ 38,000
Promissory note due date	Jul. 15, 2016
Note Payable in connection with IP acquisition		58,416
Principal plus accrued interest payments due				$ 42,579		$ 6,081
Cornerstone Acquisition
Percentage of membership interests purchased							100.00%
Business Acquisition, Transaction Costs							$ 659,440
Amortization expense		$ 659,440	$ 604,487

Stockholders' Deficiency (Detai

Stockholders' Deficiency (Details) - $ / shares	1 Months Ended	9 Months Ended	12 Months Ended
	Oct. 01, 2015	Sep. 30, 2015	Dec. 31, 2015
Stock options and warrants [Member]
Shares Issued	3,500,000
Warrant [Member]
Balance at December 31, 2014		5,586,000	5,586,000
Shares Issued		25,000	25,000
Shares Expired			(1,131,000)
Balance at December 31, 2015			4,480,000
Weighted Average Exercise Price Balance at December 31, 2014		$ 0.99	$ 0.99
Weighted Average Exercise Price Issued			0.12
Weighted Average Exercise Price Expired			(1.72)
Weighted Average Exercise Price Balance at December 31, 2015			0.58
Aggregate Intrinsic Value Balance at December 31, 2014		$ 45,000	45,000
Aggregate Intrinsic Value Issued			0
Aggregate Intrinsic Value Expired			0
Aggregate Intrinsic Value Balance at December 31, 2015			$ 45,000
Options
Balance at December 31, 2014		2,750,000	2,750,000
Shares Issued			2,000,000
Shares Expired			0
Balance at December 31, 2015			4,750,000

Stockholders' Deficiency (Det29

Stockholders' Deficiency (Details 1) - Warrant [Member]	12 Months Ended
	Dec. 31, 2015
Risk free interest rate	1.37%
Expected term	5 years
Annualized volatility	90.00%
Expected dividends	0.00%

Stockholders' Deficiency (Det30

Stockholders' Deficiency (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Oct. 30, 2015

Dec. 31, 2013

Mar. 31, 2013

Jan. 31, 2013

Dec. 31, 2012

Mar. 31, 2012

Feb. 29, 2012

Jun. 30, 2011

Dec. 31, 2014

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Dec. 31, 2015

Company issued warrants to purchase unregistered shares of the Company's common stock

400,000

75,000

325,000

300,000

500,000

1,855,000

225,000

71,000

335,000

Exercise price per share in association with stock subscription agreements

$ 0.21

$ 0.41

$ 0.41

$ 3

$ 1.05

$ 1

$ 3

$ 3

Warrants term

5 years

5 years

Warrants expiration date

Oct. 26, 2022

Dec. 31, 2018

Dec. 31, 2017

Dec. 31, 2017

Dec. 31, 2017

Oct. 31, 2015

Jul. 30, 2015

Dec. 31, 2015

Company issued its Chief Executive Officer five year warrants to purchase common stock

1,000,000

Company issued its Chief Financial Officer five year warrants to purchase common stock

500,000

Company recognized an amount in compensation expense

$ 210,000

Exercise price per share in association with stock issued to Chief Executive Officer and Chief Financial Officer

$ 0.30

Extending maturity date

extending the maturity dates

Reduced exercise price

Exercise price was reduced from $0.41 per share to $0.39 per share

Revised the terms of the additional warrants

revised the terms of the additional 400,000

Reduced exercise price the additional warrants

Exercise price was reduced from $.21 per share to $0.17 per share

Weighted average grant date fair value of warrants issued

$ 0.15

$ 0.08

Maximum [Member]

Exercise price per share in association with stock subscription agreements

$ 4

Minimum [Member]

Exercise price per share in association with stock subscription agreements

$ 2

Stockholders' Deficiency (Det31

Stockholders' Deficiency (Details Narrative 1) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Oct. 01, 2015	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Notes payable to stockholders			$ 400,000
Stock based compensation expense			$ 390,000	$ 0
Stock options and warrants [Member]
Shares Issued	3,500,000
Stock options and warrants expiration date	Oct. 26, 2022
Stock options and warrants exercise prices	$ 0.15
Stock based compensation expense	$ 208,000
Warrant [Member]
Shares Issued		25,000	25,000
Notes payable to stockholders			$ 25,000
fair market value of the warrant, per share			$ 0.08
fair market value of the warrant, value			$ 2,000
Vesting stock options [Member]
fair market value of the warrant, per share			$ 0.09
fair market value of the warrant, value			$ 180,000
Stock options and warrants expiration date			Oct. 26, 2022
Stock options and warrants exercise prices			$ 0.15
Stock based compensation expense			$ 180,000
Options
Shares Issued			2,000,000
Hank Leibowitz [Member] | Vesting stock options [Member]
Shares Issued			500,000
Richard Davis [Member] | Vesting stock options [Member]
Shares Issued			800,000
John Hofmann [Member] | Vesting stock options [Member]
Shares Issued			500,000
Mark Prinz [Member] | Vesting stock options [Member]
Shares Issued			200,000

Stock Options (Stock option act

Stock Options (Stock option activity ) (Details) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Oct. 01, 2015	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Stock options and warrants [Member]
Shares
Granted	3,500,000
Warrant [Member]
Shares
Balance at December 31, 2014		5,586,000	5,586,000
Granted		25,000	25,000
Expired/forfeited			1,131,000
Balance at December 31, 2015			4,480,000	5,586,000
Options
Shares
Balance at December 31, 2014		2,750,000	2,750,000
Granted			2,000,000
Expired/forfeited			0
Balance at December 31, 2015			4,750,000	2,750,000
Weighted Average Exercise Price
Options outstanding at December 31, 2014		$ 0.78	$ 0.78
Granted			0.09
Expired/forfeited			0
Options outstanding at December 31, 2015			$ 0.49	$ 0.78
Weighted Average Remaining Contractual Life (Years)
Options outstanding			9 years	9 years
Aggregate Intrinsic Value
Options outstanding at December 31, 2014		$ 0	$ 0
Granted			0
Expired/forfeited			0
Options outstanding at December 31, 2015			$ 0	$ 0

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based Compensation	$ 390,000	$ 0
Unrecognized stock-based compensation	$ 0

Notes Payable to Related Part34

Notes Payable to Related Parties (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Notes payable to stockholders		$ 400,000
Unamortized discount		$ 12,885
Maturity date		Dec. 31, 2016
Interest rate		10.00%
Extending maturity date	extending the maturity dates
Promissory note [Member]
Notes payable to stockholders		$ 25,000
Maturity date		Mar. 30, 2016
Interest rate		10.00%
Edward Gomez [Member]
Interest rate		10.00%
Unsecured note payable		$ 20,000
Extending maturity date		July 31, 2016

Commitments and Contingencies (

Commitments and Contingencies (Details)	Jun. 25, 2015
Commitments and Contingencies Disclosure [Abstract]
Royalty percentage	2.00%

Income Taxes (Components of the

Income Taxes (Components of the net deferred income taxes) (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets:
Net operating loss carryforwards	$ 2,415,690	$ 2,307,440
Start-up cost	320,338	350,834
Goodwill	738,927	805,100
Stock based compensation	669,761	621,858
Other	24	(6,762)
Deferred tax assets	4,144,741	4,078,470
Less valuation allowance	(4,144,741)	(4,078,470)
Net deferred tax assets after valuation allowance

Income Taxes (Rate Reconciliati

Income Taxes (Rate Reconciliation) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Rate Reconciliation
Federal income tax at statutory rate	$ (145,056)	$ (192,410)
State Tax	(15,487)	(20,543)
Permanent Differences	542	237
Other	93,730	16,401
Change in Valuation Allowance	66,271	196,315
Rate Reconciliation

Income taxes (Valuation and Qua

Income taxes (Valuation and Qualifying Accounts) (Details) - Deferred tax asset valuation allowance - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Balance at Beginning of Period	$ 4,078,470	$ 3,882,154
Charged to Cost and Expenses	66,271	196,316
Write-offs
Other Charges
Balance at End of Period	$ 4,144,741	$ 4,078,470

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes:
Valuation allowance	$ 4,144,741	$ 4,078,470
Change in Valuation allowance	66,271
Net operating loss carry forwards for federal income tax purposes	$ 6,115,670
Net operating loss carry forwards for federal income tax purposes, expiration date	2027 through 2032.

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
J.L. Hofmann & Associates, P.A [Member]
Payments to related party	$ 39,150	$ 42,625

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 29, 2016	Dec. 31, 2015	Dec. 31, 2014
Repayments of notes payable		$ 10,867
Subsequent Event [Member]
Repayments of notes payable	$ 25,000