374Water (SCWO) 10-Q 14 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 30, 2016
Document and Entity Information:
Entity Registrant Name	POWERVERDE, INC.
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Entity Central Index Key	933,972
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		31,750,106
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets:
Cash and cash equivalents	$ 5,675	$ 5,601
Accounts receivable	89,118	220,158
Prepaid expenses	31,426	13,332
Total Current Assets	126,219	239,091
Property and Equipment
Property and equipment, net of accumulated depreciation of $81,591 and $70,792, respectively	26,050	36,849
Other Assets
Intellectual Property, net of accumulated amortization of $674,670 and $665,532	17,604	26,742
License, net of accumulated amortization of $3,322 and $0, respectively	96,678
Total Other Assets	114,282	26,742
Total Assets	266,551	302,682
Current Liabilities
Accounts payable and accrued expenses	38,166	41,951
Payable to related party		26,000
Note payable to related parties	421,785	412,115
Note payable		47,569
Total Current Liabilities	459,951	527,635
Total Liabilities	459,951	527,635
Stockholders' Deficiency
Preferred Stock: 50,000,000 preferred shares authorized, 0 preferred shares issued at September 30, 2016 and December 31, 2015
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 31,750,106 common shares issued and outstanding at September 30, 2016 and December 31, 2015	3,981	3,981
Additional paid-in capital	12,126,831	11,921,516
Treasury stock, 8,550,000 shares at cost	(491,139)	(491,139)
Accumulated deficit	(11,833,073)	(11,659,311)
Total Stockholders' Deficiency	(193,400)	(224,953)
Total Liabilities and Stockholders' Deficiency	$ 266,551	$ 302,682

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Assets
Property and equipment accumulated depreciation	$ 81,591	$ 70,792
Intellectual Property accumulated amortization	677,992	665,532
License accumulated amortization	$ 3,322	$ 0
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenues [Abstract]
Royalty revenue	$ 89,118	$ 122,107	$ 417,074	$ 309,703
Operating Expenses
Research and development	177,885	51,847	282,339	192,827
General and administrative	55,485	52,895	262,599	212,565
Total Operating Expenses	233,370	104,742	544,938	405,392
Income (Loss) from Operations	(144,252)	17,365	(127,864)	(95,689)
Other Income (Expenses)
Interest income		570		570
Interest expense	(17,338)	(13,718)	(45,898)	(41,429)
Total Other Income (Expense)	(17,338)	(13,148)	(45,898)	(40,859)
Income (Loss) before Income Taxes	(161,590)	4,217	(173,761)	(136,548)
Provision for Income Taxes
Net Income (Loss)	$ (161,590)	$ 4,217	$ (173,761)	$ (136,548)
Net Loss per Share - Basic and Diluted	$ (0.005)		$ (0.005)	$ (0.004)
Weighted Average Common Shares Outstanding - Basic and Diluted	31,750,106	31,750,106	31,750,106	31,750,106

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows from Operating Activities
Net loss	$ (173,761)	$ (136,548)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	23,259	69,650
Amortization of discount	12,920	9,634
Stock based compensation	202,065	2,000
Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses	112,946	65,787
Employee advances		12,292
Interest receivable, related party		(570)
Accounts payable and accrued expenses	(3,786)	(8,580)
Payable to related parties	(26,000)	(13,900)
Cash Provided by Operating Activities	147,643	(235)
Cash Flows From Investing Activities
Purchase of intellectual property		(16,116)
Cash Used in Investing Activities		(16,116)
Cash Flows from Financing Activities
Proceeds from note payable, related party	25,000	25,000
Principal payments on notes payable, related parties	(25,000)
Principal payments on notes payable	(147,569)
Cash (Used in) Provided by Financing Activities	(147,569)	25,000
Net Increase in Cash and Cash Equivalents	74	8,649
Cash and Cash Equivalents at Beginning of Period	5,601	4,736
Cash and Cash Equivalents at End of Period	5,675	13,385
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	24,175	19,835
Cash paid during the period for income taxes
Supplemental Disclosure of Non-Cash Activities
Note Receivable in connection with IP acquisition		38,000
Note Payable in connection with license and IP acquisition	100,000	58,436
Interest Receivable in connection with IP acquisition		$ 3,718

Condensed Consolidated Financia

Condensed Consolidated Financial Statements	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Condensed Consolidated Financial Statements	Note 1 – Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Annual Report of PowerVerde, Inc. (“PowerVerde,” “we,” “us,” “our,” or the “Company”) as of and for the year ended December 31, 2015. The results of operations for the three and nine months ended September 30, 2016, are not necessarily indicative of the results to be expected for the full year or for future periods. The condensed consolidated financial statements include the accounts of PowerVerde, Inc., formerly known as Vyrex Corporation (the “Company”), and PowerVerde Systems, Inc., formerly known as PowerVerde, Inc., its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2016
Going Concern:
Going Concern	Note 2 – Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has had recurring operating losses and negative cash flows 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 condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3 – Summary of Significant Accounting Policies 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 license agreement with VDF FutureCeuticals, Inc. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2016, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. Revenue Recognition Royalty revenue from royalty agreements unrelated to the Company’s planned operations is recognized in accordance with the terms of the specific agreement. Revenues recognized under these agreements amount to 100% of total revenues for the nine months ended September 30, 2016 and 2015. 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 have been recognized during the nine months ended September 30, 2016 or 2015. 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, 2015 and September 30, 2016 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. 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 $282,339 and $192,827 for the nine months ended September 30, 2016 and 2015, 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 (loss) 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 4,350,000 shares and options for 5,750,500 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, and notes payable, 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 significantly similar to the face value of the notes ($400,000). 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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	9 Months Ended
	Sep. 30, 2016
Recent Accounting Prouncements
Recent Accounting Pronouncements	Note 4 – Recent Accounting Pronouncements Refer to the consolidated financial statements and footnotes thereto included in the PowerVerde, Inc. Annual Report on Form 10-K for the year ended December 31, 2015 for recent accounting pronouncements. Other pronouncements have been issued but the Company does not believe that their adoption will have a significant impact on the financial position or results of operations.

Intellectual Property and Licen

Intellectual Property and License Agreement	9 Months Ended
	Sep. 30, 2016
Business Combinations [Abstract]
Intellectual Property and License Agreement	Note 5 – Intellectual Property Intellectual Property partially consists of technology acquired from the purchase of 100% of the membership interests of Cornerstone Conservation Group LLC (“Cornerstone”) on March 30, 2012 for $659,440. Accumulated amortization with respect to this intellectual property was $659,440 at September 30, 2016. 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 as of March 31, 2016. Accumulated amortization with respect to this intellectual property was $15,230 at September 30, 2016. On June 1, 2016, the Company entered into a ten year License Agreement with Helidyne LLC to utilize the Helidyne intellectual property in the manufacturing of planetary rotor expanders and the incorporation of same in the Company’s distributed electric power generation systems. The license agreement also grants the Company an exclusive license to sell the expanders whether manufactured by Helidyne or by the Company. The Company’s royalty obligation begins on the earlier of the commercialization of the product or three years from the effective date of the agreement. Once the royalty obligation begins, the minimum annual royalty is $50,000 for the first six years, and $100,000 for the remainder of the agreement. The license acquisition fee of $100,000 is to be paid in four consecutive monthly installments beginning June 1, 2016. This was paid in full as of September 30, 2016. The license acquisition fee is being amortized over a ten year period. The amortization expense for the three months ended September 30, 2016, was $2,500. For each of the nine months ended September 30, 2016 and 2015, amortization expense was $12,460 and $58,000 and accumulated amortization of the intangible asset- intellectual property was $677,992 at September 30, 2016. Future amortization of the intangible assets of intellectual property and license agreement was as follows as of September 30, 2016: Year ending December 31: 2016 $ 5,546 2017 22,184 2018 12,374 2019 10,000 2020 10,000 Thereafter 54,178 Total $ 114,282

Stockholders' Deficiency

Stockholders' Deficiency	9 Months Ended
	Sep. 30, 2016
Equity:
Stockholders' Deficiency	Note 6 – Stockholders’ Deficiency Warrants A summary of warrants issued, exercised and expired during the nine months ended September 30, 2016 is as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balance at December 31, 2015 4,480,000 $ .58 $ 45,000 Issued 925,000 .15 — Expired (1,055,000 ) (1.05 ) — Balance at September 30, 2016 4,350,000 $ .37 $ 45,000 A warrant for the purchase of 900,000 shares of common stock was issued in June 2016 to a stockholder at an exercise price of $0.11 per share in consideration for the Company utilizing his facility space from January 2013 to December 2015. The fair market value of the warrant was determined to be $0.08 per share, or $72,000, which is included in the general and administrative expenses as stock compensation expense. In July 2016, a warrant for the purchase of 25,000 shares of common stock was issued to a stockholder as additional consideration for a $25,000 loan. See Note 8. The fair market value of the warrant was determined to be $0.13 per share, or $3,250, which was recorded as interest expense.

Stock Options

Stock Options	9 Months Ended
	Sep. 30, 2016
Stock Options
Stock Options	Note 7 – Stock Options Stock option activity for the nine months ended September 30, 2016, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2015 4,750,000 $ 0.34 6.00 Grant 1,000,500 0.19 — Expired/forfeited — — — Options outstanding at September 30, 2016 5,750,500 $ 0.28 5.37 Total stock option compensation for the nine months ended September 30, 2016 and 2015 was $130,065 and $0, respectively. There is no unrecognized compensation expense associated with the options.

Notes Payable to Related Partie

Notes Payable to Related Parties	9 Months Ended
	Sep. 30, 2016
Notes Payable to Related Parties
Notes Payable to Related Parties	Note 8 - Notes Payable to Related Parties Notes payable at December 31, 2015 included a $47,569 promissory note to VyrexIP Holdings Inc. for the purchase of intellectual property. The Company agreed to pay principal plus accrued interest over 10 monthly payments of $6,080, each due on the 15 th Notes payable to related parties at September 30, 2016 consist of notes payable to stockholders of $400,000 (issued in 2012), less unamortized discount of $3,215 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 note is collateralized by all receivables now or hereafter existing pursuant to the license agreement with VDF FutureCeuticals, Inc. discussed in Note 3. The notes payable to related parties at September 30, 2016 also includes a promissory note to a stockholder for $25,000. The principal balance and interest at 10% was due October 31, 2016. On October 26, 2016, the lender extended the maturity date of the note to January 31, 2017 in exchange for an additional 25,000 warrants with an exercise price of $0.15. Payable to related party 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. This note was paid in full, with accrued interest, in July 2016.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
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. On June 1, 2016, the Company entered into a ten year License Agreement with Helidyne LLC to utilize the Helidyne intellectual property in manufacturing and to sell Helidyne expanders. As part of the licensing agreement the Company committed to purchase two 50 kW expanders, at a price of $25,000 each, on or before the sixth month anniversary of the agreement. The $50,000 is payable in two monthly installments of $25,000 beginning October 2016. The Company agreed to pay Helidyne LLC a royalty of 3% of sales, subject to a minimum annual royalty of $50,000 beginning on the earlier of commercialization of the product or three years from the effective date of the agreement.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions
Related Party Transactions	Note 10 - Related Party Transactions Since July 2010, the accounting firm J.L. Hofmann & Associates, P.A. (“JLHPA”), whose principal is the Company’s CFO John L. Hofmann, has provided financial consulting and accounting services to the Company. The Company paid $28,815 and $30,695 to JLHPA for its services in the nine months ended September 30, 2016 and 2015, respectively.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Summary of Significant Accounting Policies
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 license agreement with VDF FutureCeuticals, Inc. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2016, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided.
Revenue Recognition	Revenue Recognition Royalty revenue from royalty agreements unrelated to the Company’s planned operations is recognized in accordance with the terms of the specific agreement. Revenues recognized under these agreements amount to 100% of total revenues for the nine months ended September 30, 2016 and 2015.
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 have been recognized during the nine months ended September 30, 2016 or 2015.
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, 2015 and September 30, 2016 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.
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 $282,339 and $192,827 for the nine months ended September 30, 2016 and 2015, 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 (loss) 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 4,350,000 shares and options for 5,750,500 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, and notes payable, 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 significantly similar to the face value of the notes ($400,000).
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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Intellectual Property and Lic17

Intellectual Property and License Agreement (Tables)	9 Months Ended
	Sep. 30, 2016
Intellectual Property Tables
Future amortization of the intangible asset	Future amortization of the intangible assets of intellectual property and license agreement was as follows as of September 30, 2016: Year ending December 31: 2016 $ 5,546 2017 22,184 2018 12,374 2019 10,000 2020 10,000 Thereafter 54,178 Total $ 114,282

Stockholders' Deficiency (Table

Stockholders' Deficiency (Tables)	9 Months Ended
	Sep. 30, 2016
Stockholders Deficiency Tables
Summary of warrants	A summary of warrants issued, exercised and expired during the nine months ended September 30, 2016 is as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balance at December 31, 2015 4,480,000 $ .58 $ 45,000 Issued 925,000 .15 — Expired (1,055,000 ) (1.05 ) — Balance at September 30, 2016 4,350,000 $ .37 $ 45,000

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
	Sep. 30, 2016
Stock option activity:
Stock Option	Stock option activity for the nine months ended September 30, 2016, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2015 4,750,000 $ 0.34 6.00 Grant 1,000,500 0.19 — Expired/forfeited — — — Options outstanding at September 30, 2016 5,750,500 $ 0.28 5.37

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Antidilutive Securities Excluded and Imapirment charges
Number of warrants excluded from weighted average common shares outstanding on a diluted basis.	4,350,000
Number of options excluded from weighted average common shares outstanding on a diluted basis.	5,750,500
Revenue percentage	100.00%	100.00%
Research and development costs	$ 282,339	$ 192,827
Fair value of notes	$ 400,000

Intellectual Property and Lic21

Intellectual Property and License Agreement (Details)	Sep. 30, 2016USD ($)
Year ending December 31:
2,016	$ 5,546
2,017	22,184
2,018	12,374
2,019	10,000
2,020	10,000
Thereafter	54,178
Total	$ 114,282

Intellectual Property and Lic22

Intellectual Property and License Agreement (Details Narrative) - USD ($)	3 Months Ended	4 Months Ended	9 Months Ended
	Mar. 31, 2015	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Nov. 14, 2015	Mar. 30, 2012
Amortization expense	$ 2,500		$ 12,460	$ 58,000
Accumulated amortization of the intangible asset- intellectual property			677,992		$ 665,532
Promissory note down payment		$ 16,116		16,116
Promissory note due		$ 58,436		$ 58,436		$ 38,000
Promissory note due date		Jul. 15, 2016
Note Payable in connection with IP acquisition			100,000
License agreement			100,000
Cornerstone
Percentage of membership interests purchased							100.00%
Business Acquisition, Transaction Costs							$ 659,440
Accumulated amortization of the intangible asset- intellectual property			659,440
VyrexIP Holdings Inc
Accumulated amortization of the intangible asset- intellectual property			$ 15,230

Stockholders' Deficiency (Detai

Stockholders' Deficiency (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2016$ / sharesshares
Balance at December 31, 2015 | shares	4,480,000
Shares Issued | shares	925,000
Shares Expired | shares	(1,055,000)
Balance at June 30, 2016 | shares	4,350,000
Weighted Average Exercise Price Balance at December 31, 2015	$ 0.58
Weighted Average Exercise Price Issued	0.15
Weighted Average Exercise Price Expired	(1.05)
Weighted Average Exercise Price Balance at June 30, 2016	0.37
Aggregate Intrinsic Value Balance at December 31, 2015	45,000
Aggregate Intrinsic Value Issued
Aggregate Intrinsic Value Expired
Aggregate Intrinsic Value Balance at June 30, 2016	$ 45,000

Stockholders' Deficiency (Det24

Stockholders' Deficiency (Details Narrative)	9 Months Ended
	Sep. 30, 2016USD ($)$ / sharesshares
Notes payable to stockholders | $	$ 400,000
Warrant [Member]
Shares Issued | shares	925,000
exercise price | shares	0.11
fair market value of the warrant, per share | $ / shares	$ 0.08
fair market value of the warrant, value | $	$ 25,000

Stock Options (Details)

Stock Options (Details) - Options [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Shares
Balance at December 31, 2015	4,750,000
Granted	1,000,500
Expired/forfeited
Balance at June 30, 2016	5,750,000	4,750,000
Weighted Average Exercise Price
Balance at December 31, 2015	$ 0.34
Granted	0.19
Expired/forfeited
Balance at June 30, 2016	$ 0.28	$ 0.34
Weighted Average Remaining Contractual Life (Years)
Options outstanding	5 years 4 months 13 days	6 years

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based Compensation	$ 0	$ 0
Unrecognized stock-based compensation	$ 130,065	$ 0

Notes Payable to Related Part27

Notes Payable to Related Parties (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
Notes payable to stockholders	$ 400,000
Unamortized discount	$ 3,215	$ 9,673
Interest rate	10.00%	10.00%
Promissory note [Member]
Notes payable to stockholders			$ 47,569
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 Narrative) - USD ($)	Sep. 30, 2016	Jun. 25, 2015
Royalty percentage		2.00%
Helidyne LLC [Member]
Royalty percentage	3.00%
Annual Royalty	$ 50,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Related Party Transactions
Financial consulting and accounting services	$ 28,815	$ 30,695