Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 17, 2017 | Jun. 30, 2016 | |
Document and Entity Information: | |||
Entity Registrant Name | PowerVerde, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 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 | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 4,544,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 4,786 | $ 5,601 |
Accounts receivable | 170,539 | 220,158 |
Prepaid expenses | 56,628 | 13,332 |
Total Current Assets | 231,953 | 239,091 |
Property and Equipment | ||
Property and equipment, net of accumulated depreciation of 85,156 and 70,792, respectively | 22,484 | 36,849 |
Other Assets | ||
Intellectual property, net of accumulated amortization of 677,716 and 665,532, respectively | 14,558 | 26,742 |
License, net of accumulated amortization of 5,822 and 0,respectively | 94,178 | |
Total Other Assets | 108,736 | 26,742 |
Total Assets | 363,173 | 302,682 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 79,073 | 41,951 |
Payables to related parties | 26,000 | |
Notes payable to related parties | 425,000 | 412,115 |
Note payable | 47,569 | |
Total Current Liabilities | 504,073 | 527,635 |
Total Liabilities | 504,073 | 527,635 |
Stockholders' Deficiency | ||
Preferred stock: 50,000,000 shares authorized, 0 shares issued December 31, 2016 and2015 | ||
Common stock: 200,000,000 common shares authorized, par value 0.0001 per share, 31,750,106 commonshares issued and 31,750,106 outstanding at December 31, 2016 and December 31, 2015 | 3,981 | 3,981 |
Additional paid-in capital | 12,129,331 | 11,921,516 |
Treasury stock, 8,550,000 shares at cost | (491,139) | (491,139) |
Accumulated deficit | (11,783,073) | (11,659,311) |
Total Stockholders' Deficiency | (140,900) | (224,953) |
Total Liabilities and Stockholders' Deficiency | $ 363,173 | $ 302,682 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Property and equipment, net of accumulated depreciation | $ 85,156 | $ 70,792 |
Intellectual Property, net of accumulated amortization | 677,716 | 665,532 |
License, net of accumulated amortization | $ 5,822 | $ 0 |
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, 2016 | Dec. 31, 2015 | |
Revenues [Abstract] | ||
Revenue, Net | $ 587,613 | $ 529,861 |
Operating Expenses | ||
Research and development | 331,038 | 627,889 |
General and administrative | 318,067 | 272,281 |
Total Operating Expenses | 649,105 | 900,170 |
Loss from Operations | (61,492) | (370,309) |
Other Income (Expenses) | ||
Interest income | 861 | |
Interest expense | (62,270) | (57,186) |
Total Other Income (Expenses) | (62,270) | (56,325) |
Loss before Income Taxes | (123,762) | (426,634) |
Provision for Income Taxes | ||
Net Loss | $ (123,762) | $ (426,634) |
Net Loss per Share - Basic and Diluted | $ 0 | $ (0.01) |
Weighted Average Common Shares Outstanding - Basic and Diluted | 31,750,106 | 31,750,106 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (123,762) | $ (426,634) |
Adjustments to reconcile net loss to net cash Used in operating activities: | ||
Depreciation and amortization | 32,371 | 76,579 |
Amortization of discount | 12,884 | 12,881 |
Stock based compensation | 207,815 | 390,000 |
Changes in operating assets and liabilities | ||
Accounts receivable and prepaid expenses | 6,324 | (30,033) |
Employee advances | 12,292 | |
Accounts payable and accrued expenses | 37,122 | (58,056) |
Payable to related parties | (26,000) | (15,900) |
Cash (Used in) Operating Activities | 146,754 | (38,871) |
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 receivable, related party, and accrued interest | 41,719 | |
Payments on note payable | (10,867) | |
Proceeds from notes 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) | 55,852 |
Net Increase (Decrease) in Cash and Cash Equivalents | (815) | 865 |
Cash and cash equivalents at Beginning of Period | 5,601 | 4,736 |
Cash and cash equivalents at End of Period | 4,786 | 5,601 |
Supplemental Disclosure of Cash Flow Information | ||
Cash Paid for Interest | 24,977 | 44,294 |
Supplemental Schedule of Non-Cash Activities | ||
Note receivable and accrued interest in connection with IP acquisition | 41,179 | |
Note Payable in connection with license and IP acquisition | $ 100,000 | $ 58,416 |
Shareholders Equity
Shareholders Equity - USD ($) | Common Stock | Additional Paid in Capital | Treasury Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2014 | $ 3,981 | $ 11,531,516 | $ (491,139) | $ (11,232,677) | $ (188,319) |
Balance, Shares at Dec. 31, 2014 | 31,750,106 | ||||
Stock-based compensation | 390,000 | 390,000 | |||
Net Loss | (426,634) | (426,634) | |||
Balance at Dec. 31, 2015 | $ 3,981 | 11,921,516 | (491,139) | (11,659,311) | (224,953) |
Balance, Shares at Dec. 31, 2015 | 31,750,106 | ||||
Stock-based compensation | 207,815 | 207,815 | |||
Net Loss | (123,762) | (123,762) | |||
Balance at Dec. 31, 2016 | $ 3,981 | $ 12,129,331 | $ (491,139) | $ (11,783,073) | $ (140,900) |
Balance, Shares at Dec. 31, 2016 | 31,750,106 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2016 | |
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 Companys 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, 2016 | |
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 Companys 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, 2016 | |
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 Companys license agreement with VDF FutureCeuticals, Inc. The Company monitors accounts receivable and provides allowances when considered necessary. At December 31, 2016 and 2015, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. Revenue Recognition Licensing and royalty revenue from a royalty agreement unrelated to the Companys 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, 2016 and 2015. 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 (Step 1 test). 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. 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, 2016 and 2015. Stock-based compensation The Company has accounted for stock-based compensation under the provisions of ASC Topic 718 Stock Compensation which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the stock options. The expected term of options granted is derived using the simplified method which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. Common Stock Purchase Warrants The Company accounts for common stock purchase warrants in accordance with ASC Topic 815- 40, Derivatives and Hedging Contracts in Entitys 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, 2016 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 enterprises 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, 2013, 2014, 2015 and 2016, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2016. 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 Companys research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $331,038 and $627,889 for the years ended December 31, 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 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 4,275,000 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 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 ($425,000). 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, 2016 | |
Recent Accounting Prouncements | |
Recent Accounting Pronouncements | Note 4 Recent Accounting Pronouncements 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 the calendar year ending December 31, 2019. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entitys 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 entitys 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 is effective for the year ended December 31, 2016. The adoption of ASU 2014-15 did not have a material impact on the Companys 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. We have adopted ASU 2015-03 on our consolidated financial statements effective January 1, 2016. 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, 2016 and interim periods within the fiscal years beginning after December 15, 2016. The Company will adopt the new guidance on January 1, 2017. The adoption of ASU 2015-17 is not expected to have a material impact on the Companys consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for the Company beginning January 1, 2017. The Company will adopt the new guidance on January 1, 2017. The Company does not expect the adoption to have a material impact on its consolidated results of operations and financial position. In August 2016, the FASB issued Accounting Standards Updated 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments (ASU 2016-15). The standard addresses eight specific cash flow issues to reduce diversity in practice in how certain cash receipts and cash payments are presented on the Statements of Cash Flows. ASU 2016-15 is effective for the Company beginning January 1, 2018. The amendments require a retrospective approach to adoption and early adoption is permitted, including in an interim period. The company is currently evaluating the potential impact of this standard. In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations: Clarifying the Definition of a Business (ASU 2017-01). The standard clarifies the definition of a business and adds guidance to assist entities when evaluating whether transactions should be accounted for as acquisitions or disposals of assets or as businesses. The standard provides a screen to determine whether a set of assets and activities qualifies as a business or as a set of assets. ASU 2017-01 is effective for the Company beginning January 1, 2018. The Company is currently evaluating the impact of this standard. In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment (ASU 2017-04). The standard simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments of ASU 2017-04, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value, but the loss cannot exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years and interim periods within those years beginning January 1, 2019. The amendments require a prospective approach to adoption and early adoption is permitted for interim or annual goodwill impairment tests. The Company is currently in the process of evaluating the impact of adoption of this ASU on the financial statements. The Company does not believe that other standards which have been issued but are not yet effective will have a significant impact on its financial statements. |
Intellectual Property and Note
Intellectual Property and Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
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) on March 30, 2012 for $659,440. Accumulated amortization with respect to this intellectual property was $659,440 at December 31, 2016 and 2015. 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 sellers licensee Epalex Corporation, a company of which Mr. Gomez is chairman and a major stockholder. This note was paid in full in November 2015.Accumulated amortization with respect to this intellectual property was $18,276 and $6,092 at December 31, 2016 and 2015, respectively. On June 1, 2016, the Company entered into a ten-year License Agreement with Helidyne LLC for total consideration of $100,000 to utilize the Helidyne intellectual property in the manufacturing of planetary rotor expanders and the incorporation of same in the Companys 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 Companys 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. For the years ended December 31, 2016 and 2015, amortization expense was $18,006 and $61,045 respectively, and accumulated amortization of the intangible assets was $683,538 and $665,532 at December 31, 2016 and 2015, respectively. Future amortization of the intangible assets was as follows as of December 31, 2016: Year ending December 31: 2017 $ 22,184 2018 12,374 2019 10,000 2020 10,000 Thereafter 54,178 Total $ 108,736 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. This note was paid in full in April 2016. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2016 | |
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 Companys 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 pricing model to determine the fair value of each warrant. As of December 31, 2016, 800,000 of these warrants were outstanding and 1,055,000 had expired. 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, 2016, 100,000 of these warrants had expired and 200,000 were outstanding. In December 2012, the Company issued three-year warrants to purchase 325,000 unregistered shares of the Companys 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 Companys 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 $0.15 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 Companys 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, 2016, 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 $0.21 per share to $0.17 per share. During September 2015, the Company issued five-year warrants to a stockholder for the purchase 25,000 shares of common stock as additional consideration for a $25,000 loan. These warrants expire in September 2020. During June 2016, the Company issued warrants to a stockholder for the purchase of 900,000 shares of common stock at an exercise price of $0.11 per share in consideration for the Company utilizing his facility space from January 2013 to December 2015. These warrants expire in June 2021. As of December 31, 2016, all of these warrants were outstanding. 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. These warrants expire in July 2021. As of December 31, 2016, all of these warrants were outstanding. In October 2016, another warrant for the purchase of 25,000 shares of common stock was issued to the same stockholder as additional consideration for extending the maturity of the $25,000 loan for an additional 90 days. These warrants expire in October 2021. As of December 31, 2016, all of these warrants were outstanding. A summary of warrants issued, exercised and expired during the year ending December 31, 2016 is as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balance at December 31, 2015 4,480,000 $ 0.58 $ 45,000 Issued 950,000 0.11 Expired (1,155,000 ) (1.13 ) Balance at December 31, 2016 4,275,000 $ 0.33 $ 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. In October 2016, an additional warrant for the purchase of 25,000 shares of common stock was issued to the stockholder as additional consideration for extending the maturity of the $25,000 loan an additional 90 days. The fair market value of the warrant was determined to be $0.10 per share, or $2,500, which was recorded as interest expense. The weighted average grant date fair value of warrants issued during the year ended December 31, 2016 amounted to $0.13 per warrant. The fair value of each warrant granted was determined using the Black-Scholes option pricing model and the following assumptions: December 31, 2016 Risk free interest rate 1.00 % Expected term 5 years Annualized volatility 90 % Expected dividends The warrant shares referred to above are unregistered shares of the Companys stock and are restricted from trading as defined under Rule 144 of the United States Securities Act of 1933. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options | |
Stock Options | Note 7 Stock Options 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 during the year ended December 31, 2015. On October 1, 2015 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 shares; Hank Leibowitz for 500,000 shares; John Hofmann for 500,000 shares; and Mark Prinz for 200,000 shares. 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 option activity for the year ended December 31, 2015, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value 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. Stock option activity for the year ended December 31, 2016, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2015 4,750,000 $ 0.49 9.00 $ Granted 1,000,500 0.19 Expired/forfeited Options outstanding at December 31, 2016 5,750,500 $ 0.31 5.12 $ Total stock-based compensation for the years ended December 31, 2016 and 2015 was $207,815 and $390,000 respectively. There is no unrecognized stock compensation expense at December 31, 2016. In July 2016, the Company issued 1,000,500 options to various stockholders, at an exercise price of $0.19 per share, in consideration for their services to the Company. The fair market value of the warrant was determined to be $0.13 per share, or $130,065, which is included in the research and development expenses as stock options for services expense. |
Notes Payable to Related Partie
Notes Payable to Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 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 was fully 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 collateralized by all receivables now or hereafter existing pursuant to the license agreement with VDF FutureCeuticals, Inc. discussed in Notes 3 and 9. On December 30, 2016, the noteholders agreed to extend the maturity date an additional 90 days, to March 31, 2017.In the first quarter of 2017, the Note holders agreed to extend the maturity date of the Notes until September 30, 2017. 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. The notes payable to related parties at December 31, 2016 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 January 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 Companys license agreement with VDF FutureCeuticals, Inc., which has generated all of the Companys 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. As of December 31, 2016, the Company had made payments totaling $33,750, towards the purchase of the expanders, all of which is included as a prepaid expense in the consolidated balance sheets. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
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 Companys net deferred income taxes are as follows: December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 2,484,406 $ 2,415,690 Start-up cost 289,843 320,338 Goodwill 672,754 738,927 Stock based compensation 614,790 669,761 Other 1,644 24 Deferred tax assets 4,063,436 4,144,741 Less valuation allowance (4,063,436 ) (4,144,741 ) 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 December 31, 2016 2015 Federal income tax at statutory rate $ (42,079 ) $ (145,056 ) State Tax (4,493 ) (15,487 ) Permanent Differences 120 542 Other 127,755 93,730 Change in Valuation Allowance (81,304 ) 66,271 $ $ 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 $4,063,436 valuation allowance at December 31, 2016 is necessary. The change in the valuation allowance for the current year is $81,304, which represents the changes in the deferred items. At December 31, 2016, the Company has available net operating loss carry forwards for federal income tax purposes of $6,289,635 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 Charges Balance at End of Period Deferred tax asset valuation allowance Year ended December 31, 2016 $ 4,144,741 $ (81,304 ) $ $ $ 4,063,436 Year ended December 31, 2015 $ 4,078,470 $ 66,271 $ $ $ 4,144,741 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
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 $35,855 and $39,150 to JLHPA for its services in the years ended December 31, 2016 and 2015, respectively |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events: | |
Subsequent Events | Note 12 Subsequent Events See Note 8 regarding extension on notes payable to related parties subsequent to December 31, 2016. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 Companys license agreement with VDF FutureCeuticals, Inc. The Company monitors accounts receivable and provides allowances when considered necessary. At December 31, 2016 and 2015, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. |
Revenue Recognition | Revenue Recognition Licensing and royalty revenue from a royalty agreement unrelated to the Companys 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, 2016 and 2015. |
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 (Step 1 test). 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. |
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, 2016 and 2015. |
Stock-based Compensation | Stock-based compensation The Company has accounted for stock-based compensation under the provisions of ASC Topic 718 Stock Compensation which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the stock options. The expected term of options granted is derived using the simplified method which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. |
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 Entitys 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, 2016 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 enterprises 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, 2013, 2014, 2015 and 2016, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2016. 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 Companys research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $331,038 and $627,889 for the years ended December 31, 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 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 4,275,000 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 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 ($425,000). |
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 Not20
Intellectual Property and Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Future amortization of the intangible asset | Year ending December 31: 2017 $ 22,184 2018 12,374 2019 10,000 2020 10,000 Thereafter 54,178 Total $ 108,736 |
Stockholders' Deficiency (Table
Stockholders' Deficiency (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity: | |
Summary of warrants | Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balance at December 31, 2015 4,480,000 $ 0.58 $ 45,000 Issued 950,000 0.11 Expired (1,155,000 ) (1.13 ) Balance at December 31, 2016 4,275,000 $ 0.33 $ 45,000 |
Weighted average assumptions | December 31, 2016 Risk free interest rate 1.00 % Expected term 5 years Annualized volatility 90 % Expected dividends |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options | |
Stock Option | Stock option activity for the year ended December 31, 2015, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value 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 $ Stock option activity for the year ended December 31, 2016, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Options outstanding at December 31, 2015 4,750,000 $ 0.49 9.00 $ Granted 1,000,500 0.19 Expired/forfeited Options outstanding at December 31, 2016 5,750,500 $ 0.31 5.12 $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes: | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Companys net deferred income taxes are as follows: December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 2,484,406 $ 2,415,690 Start-up cost 289,843 320,338 Goodwill 672,754 738,927 Stock based compensation 614,790 669,761 Other 1,644 24 Deferred tax assets 4,063,436 4,144,741 Less valuation allowance (4,063,436 ) (4,144,741 ) 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 December 31, 2016 2015 Federal income tax at statutory rate $ (42,079 ) $ (145,056 ) State Tax (4,493 ) (15,487 ) Permanent Differences 120 542 Other 127,755 93,730 Change in Valuation Allowance (81,304 ) 66,271 $ $ |
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, 2016 $ 4,144,741 $ (81,304 ) $ $ $ 4,063,436 Year ended December 31, 2015 $ 4,078,470 $ 66,271 $ $ $ 4,144,741 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of warrants excluded from weighted average common shares outstanding on a diluted basis. | 4,275,000 | |
Number of options excluded from weighted average common shares outstanding on a diluted basis. | 5,750,500 | |
Research and development cost | $ 331,038 | $ 627,889 |
Helidyne LLC [Member] | ||
Fair value of notes | $ 425,000 |
Intellectual Property and Not25
Intellectual Property and Note Payable (Details) | Dec. 31, 2016USD ($) |
Year ending December 31: | |
2,017 | $ 22,184 |
2,018 | 12,374 |
2,019 | 10,000 |
2,020 | 10,000 |
Thereafter | 54,178 |
Total | $ 108,736 |
Intellectual Property and Not26
Intellectual Property and Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 30, 2012 | |
Amortization expense | $ 18,006 | $ 61,045 | ||
Accumulated amortization of the intangible asset- intellectual property | 677,716 | 665,532 | ||
Promissory note down payment | $ 16,116 | |||
Promissory note due | $ 58,436 | $ 38,000 | ||
Promissory note due date | Jul. 15, 2016 | Nov. 14, 2015 | ||
Note Payable in connection with IP acquisition | $ 100,000 | 58,416 | ||
Principal plus accrued interest payments due | 6,081 | |||
Cornerstone Acquisition | ||||
Percentage of membership interests purchased | 100.00% | |||
Accumulated amortization of the intangible asset- intellectual property | $ 659,440 | $ 659,440 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Stockholders Deficiency Details | |
Begining Balance | shares | 4,480,000 |
Shares Issued | shares | 950,000 |
Shares Expired | shares | (1,155,000) |
Ending Balance | shares | 4,275,000 |
Weighted Average Exercise Price Balance at December 31, 2015 | $ 0.58 |
Weighted Average Exercise Price Issued | 0.11 |
Weighted Average Exercise Price Expired | (1.13) |
Weighted Average Exercise Price Balance at December 31, 2016 | 0.33 |
Aggregate Intrinsic Value Balance at December 31, 2015 | 45,000 |
Aggregate Intrinsic Value Issued | |
Aggregate Intrinsic Value Expired | |
Aggregate Intrinsic Value Balance at December 31, 2016 | $ 45,000 |
Stockholders' Deficiency (Det28
Stockholders' Deficiency (Details 1) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Deficiency Details 1 | |
Risk free interest rate | 1.00% |
Expected term | 5 years |
Annualized volatility | 90.00% |
Expected dividends |
Stockholders' Deficiency (Det29
Stockholders' Deficiency (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Mar. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Company issued warrants to purchase unregistered shares of the Company's common stock | 400,000 | 75,000 | 325,000 | |||||
Exercise price per share in association with stock subscription agreements | $ 0.21 | $ 0.41 | $ .40 | |||||
Warrants expiration date | Dec. 31, 2017 | Dec. 31, 2017 | ||||||
Company issued its Chief Executive Officer five year warrants to purchase common stock | 1,000,000 | 25,000 | 25,000 | |||||
Company issued its Chief Financial Officer five year warrants to purchase common stock | 500,000 | 25,000 | ||||||
Company recognized an amount in compensation expense | $ 210,000 | $ 25,000 | ||||||
Exercise price per share in association with stock issued to Chief Executive Officer and Chief Financial Officer | $ 0.30 | |||||||
Extending maturity date | 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 $0.21 per share to $0.17 per share. | |||||||
Maximum [Member] | ||||||||
Exercise price per share in association with stock subscription agreements | $ 2 | |||||||
Minimum [Member] | ||||||||
Exercise price per share in association with stock subscription agreements | $ 4 |
Stockholders' Deficiency (Det30
Stockholders' Deficiency (Details Narrative 1) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares Issued | 950,000 | ||
Notes payable to stockholders | $ 400,000 | ||
Stock based compensation expense | 130,065 | $ 390,000 | |
Unrecognized stock-based compensation | $ 0 | ||
Stock options and warrants [Member] | |||
Shares Issued | 3,500,000 | ||
fair market value of the warrant, per share | $ 0.09 | ||
Stock options and warrants expiration date | Oct. 26, 2022 | Oct. 26, 2022 | |
Stock options and warrants exercise prices | $ 0.15 | ||
Options | |||
Stock based compensation expense | $ 208,000 | ||
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 ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares | ||
Begining Balance | 4,480,000 | |
Granted | 950,000 | |
Expired/forfeited | 1,155,000 | |
Ending Balance | 4,275,000 | 4,480,000 |
Employee Stock Option [Member] | ||
Shares | ||
Begining Balance | 4,750,000 | 2,750,000 |
Granted | 1,000,500 | 2,000,000 |
Expired/forfeited | ||
Ending Balance | 5,750,500 | 4,750,000 |
Weighted Average Exercise Price | ||
Options Outstanding, Begining Balance, Weighted Average Exercise Price | $ 0.49 | $ 0.78 |
Granted | 0.19 | 0.09 |
Expired/forfeited | ||
Options Outstanding, Ending Balance, Weighted Average Exercise Price | $ 0.31 | $ 0.49 |
Weighted Average Remaining Contractual Life (Years) | ||
Options outstanding | 5 years 1 month 13 days | 9 years |
Aggregate Intrinsic Value | ||
Options outstanding, Begining Balance, Aggregate Intrinsic Value | ||
Granted | ||
Expired/forfeited | ||
Options outstanding, Ending Balance, Aggregate Intrinsic Value |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-based Compensation | $ 130,065 | $ 390,000 |
Unrecognized stock-based compensation | $ 0 |
Notes Payable to Related Part33
Notes Payable to Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Notes payable to stockholders | $ 400,000 | |
Unamortized discount | $ 12,885 | |
Maturity date | Mar. 31, 2017 | |
Interest rate | 10.00% | |
Convertible Notes Payable [Member] | ||
Notes payable to stockholders | $ 25,000 | |
Interest rate | 10.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 31, 2016 | Jun. 25, 2015 |
Royalty percentage | 2.00% | |
Helidyne LLC [Member] | ||
Royalty percentage | 3.00% | |
Annual royalty | $ 50,000 |
Income Taxes (Components of the
Income Taxes (Components of the net deferred income taxes) (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 2,484,406 | $ 2,415,690 |
Start-up cost | 289,843 | 320,338 |
Goodwill | 672,754 | 738,927 |
Stock based compensation | 614,790 | 669,761 |
Other | 1,644 | 24 |
Deferred tax assets | 4,063,436 | 4,144,741 |
Less valuation allowance | (4,063,436) | (4,144,741) |
Net deferred tax assets after valuation allowance |
Income Taxes (Rate Reconciliati
Income Taxes (Rate Reconciliation) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Rate Reconciliation | ||
Federal income tax at statutory rate | $ (42,079) | $ (145,056) |
State Tax | (4,493) | (15,487) |
Permanent Differences | 120 | 542 |
Other | 127,755 | 93,730 |
Change in Valuation Allowance | (81,304) | 66,271 |
Rate Reconciliation |
Income taxes (Valuation and Qua
Income taxes (Valuation and Qualifying Accounts) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Valuation And Qualifying Accounts Details | ||
Balance at Beginning of Period | $ 4,144,741 | $ 4,078,470 |
Charged to Cost and Expenses | (81,304) | 66,271 |
Write-offs | ||
Other Charges | ||
Balance at End of Period | $ 4,063,436 | $ 4,144,741 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation allowance | $ 4,063,436 | $ 4,144,741 |
Change in Valuation allowance | $ 81,304 | |
Net operating loss carry forwards for federal income tax purposes, expiration date | Expiring at various times from 2027 through 2032. | |
Helidyne LLC [Member] | ||
Net operating loss carry forwards for federal income tax purposes | $ 6,289,635 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions | ||
Payments to related party | $ 35,855 | $ 39,150 |