374Water (SCWO) 10-Q 14 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 14, 2017
Document and Entity Information:
Entity Registrant Name	POWERVERDE, INC.
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
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
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 13,731	$ 4,786
Accounts receivable	168,548	170,539
Prepaid expenses and other current assets	45,969	56,628
Total Current Assets	228,248	231,953
Property and Equipment
Property and equipment, net of accumulated depreciation of $92,287 and $85,156, respectively	15,353	22,484
Other Assets
Intellectual Property, net of accumulated amortization of $683,808 and $677,716, respectively	8,466	14,558
License, net of accumulated amortization of $10,822 and $5,822, respectively	89,178	94,178
Total Other Assets	97,644	108,736
Total Assets	341,245	363,173
Current Liabilities:
Accounts payable and accrued expenses	69,720	79,073
Notes payable to related parties	300,000	425,000
Total Current Liabilities	369,720	504,073
Total Liabilities	369,720	504,073
Stockholders' Deficiency
Preferred Stock: 50,000,000 preferred shares authorized, 0 preferred shares issued at June 30, 2017 and December 31, 2016
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 31,750,106 common shares issued and outstanding at June 30, 2017 and December 31, 2016	3,981	3,981
Additional paid-in capital	12,129,331	12,129,331
Treasury stock, 8,550,000 shares at cost	(491,139)	(491,139)
Accumulated deficit	(11,670,648)	(11,783,073)
Total Stockholders' Deficiency	(28,475)	(140,900)
Total Liabilities and Stockholders' Deficiency	$ 341,245	$ 363,173

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Property and equipment, net of accumulated depreciation	$ 92,287	$ 85,156
Intellectual Property, net of accumulated amortization	683,808	677,716
License, net of accumulated amortization	$ 10,822	$ 5,822
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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues [Abstract]
Royalty revenue	$ 168,548	$ 187,304	$ 339,799	$ 327,956
Operating Expenses
Research and development	46,732	46,730	94,389	104,455
General and administrative	56,455	120,802	114,898	207,113
Total Operating Expenses	103,187	167,532	209,287	311,568
Income (Loss) from Operations	65,361	19,772	130,512	16,389
Other Income (Expenses)
Interest income	50		50
Interest expense	(8,192)	(13,875)	(18,137)	(28,560)
Total Other Income (Expenses)	(8,142)	(13,875)	(18,087)	(28,560)
Income (Loss) before Income Taxes	57,219	5,897	112,425	(12,171)
Provision for Income Taxes
Net Income (Loss)	$ 57,219	$ 5,897	$ 112,425	$ (12,171)
Net Income (Loss) per Share - Basic and Diluted	$ 0.002	$ 0	$ 0.003	$ 0
Weighted Average Common Shares Outstanding - Basic and Diluted	31,750,106	31,750,106	31,750,106	31,750,106

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash Flows from Operating Activities
Net income (loss)	$ 112,425	$ (12,171)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	18,223	14,148
Amortization of discount		6,423
Stock based compensation		72,000
Changes in operating assets and liabilities
Accounts receivable and prepaid expenses	12,651	38,534
Accounts payable and accrued expenses	(9,354)	(12,936)
Payable to related parties		(6,000)
Cash Provided by Operating Activities	133,945	99,998
Cash Flows from Financing Activities
Principal payments on notes payable, related parties	125,000	(25,000)
Principal payments on notes payable	0	(72,569)
Cash Used in Financing Activities	(125,000)	(97,569)
Net Change in Cash and Cash Equivalents	8,945	2,429
Cash and cash equivalents at Beginning of Period	4,786	5,601
Cash and cash equivalents at End of Period	13,731	8,030
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	20,609	16,593
Cash paid during the period for income taxes
Supplemental Disclosure of Non-Cash Activities
Note Payable in connection with license and IP acquisitions		$ 100,000

Condensed Consolidated Financia

Condensed Consolidated Financial Statements	6 Months Ended
	Jun. 30, 2017
Financial Statements
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, 2016. The results of operations for the three and six months ended June 30, 2017, 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	6 Months Ended
	Jun. 30, 2017
Going Concern:
Going Concern	Note 2 – Going Concern We have financed our operations since inception through the sale of debt and equity securities and through Biotech IP licensing revenues. As of June 30, 2017, we had a working capital deficit of $141,472 compared to a working capital deficit of $272,120 at December 31, 2016. This improvement in working capital is due primarily to reductions in notes payable to related parties, accounts payable and accrued expenses resulting from positive operating cash flows during this period. We expect 2017 Biotech IP revenues to approximate the 2016 levels; however, there can be no assurance that this revenue level will be achieved. Further, our contract which provides our Biotech IP revenues expires in March 2018, and we will therefore be without a source of working capital at that time unless we can generate material revenues from operations or raise substantial additional capital, as to which there can be no assurance. In order to meet our obligations under the $200,000 balance of our secured notes payable to related parties due September 30, 2017 (the “Notes”), which are collateralized by our Biotech IP receivables, we intend to apply most of the Biotech IP revenues received in 2017 toward payment of the interest and principal due on the Notes, after reserving the minimum amount necessary to maintain our operations. We intend to reduce our salary and consulting fee expenses until the Notes are paid in full, and we are also commencing a new source of revenue by using our employee to provide part-time skilled manufacturing services to a third party. We continue to seek funding from private debt and equity investors, as we need to promptly raise substantial additional capital in order to finance our plan of operations. There can be no assurance that we will be able to raise the necessary funds on commercially acceptable terms if at all. If we do not raise the necessary funds, we may be forced to cease operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
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. The license will expire in March 2018, after which no further royalty revenues are expected . 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 June 30, 2017, accounts receivable was 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 six months ended June 30, 2017 and 2016. 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, License 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 six months ended June 30, 2017 or 2016. 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 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, 2016 and June 30, 2017 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 $94,389 and $104,455 for the six months ended June 30, 2017 and 2016, 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 4,175,000 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 ($300,000). 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	6 Months Ended
	Jun. 30, 2017
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, 2016 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	6 Months Ended
	Jun. 30, 2017
Business Combinations [Abstract]
Intellectual Property	Note 5 – Intellectual Property and License Agreement 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 June 30, 2017 and December 31, 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 $24,368 and $18,276 at June 30, 2017 and December 31, 2016, respectively. 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. For the six months ended June 30, 2017 and 2016, amortization expense was $11,092 and $6,914, respectively, and accumulated amortization of the intangible assets of intellectual property and license agreement was $694,630 and $683,538 at June 30, 2017 and December 31, 2016, respectively. Future amortization of the intangible assets of intellectual property and license agreement was as follows as of June 30, 2017: Year ending December 31: 2017 $ 11,092 2018 12,374 2019 10,000 2020 10,000 Thereafter 54,178 Total $ 97,644

Stockholders' Deficiency

Stockholders' Deficiency	6 Months Ended
	Jun. 30, 2017
Equity:
Stockholders' Deficiency	Note 6 – Stockholders’ Deficiency Warrants A summary of warrants issued, exercised and expired during the six months ended June 30, 2017 is as follows: Shares Weighted Average Exercise Price Balance at December 31, 2016 4,275,000 $ .33 Issued — — Expired (100,000 ) (3.00 ) Balance at June 30, 2017 4,175,000 $ .27 As of June 30, 2017, the options outstanding and exercisable had an intrinsic value of $0.

Stock Options

Stock Options	6 Months Ended
	Jun. 30, 2017
Stock Options
Stock Options	Note 7 – Stock Options Stock option activity for the six months ended June 30, 2017, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2016 5,750,500 $ 0.31 5.12 Granted — — — Expired/forfeited — — — Options outstanding at June 30, 2017 5,750,500 $ 0.31 4.62 Total stock option compensation for the six months ended June 30, 2017 and 2016 was $0 and 72,000, Respectively. There is no unrecognized compensation expense associated with the options.

Notes Payable to Related Partie

Notes Payable to Related Parties	6 Months Ended
	Jun. 30, 2017
Notes Payable to Related Parties
Notes Payable to Related Parties	Note 8 - Notes Payable to Related Parties Notes payable to related parties at June 30, 2017 consist of notes payable to stockholders of $300,000 (issued in 2012). The notes had been due in one principal payment on December 31, 2016, but which are now due on September 30, 2017, after extensions granted by the Note holders in the fourth quarter of 2016 and the first quarter of 2017. 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. In April and July 2017, the Company made payments totaling $100,000 each month toward the principal balance of the Notes. 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	6 Months Ended
	Jun. 30, 2017
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 was payable in two monthly installments of $25,000 beginning October 2016. As of June 30, 2017, the Company had made payments totaling $38,750, towards the purchase of the expanders, all of which is included in prepaid expense and other current assets in the consolidated balance sheets. Due to Helidyne’s failure to perform under the agreement, the Company has not made any further payments to Helidyne and does not intend to do so unless and until Helidyne performs as required. Helidyne has not objected to the Company’s position, and it is uncertain whether or not Helidyne will ever be able to perform. 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	6 Months Ended
	Jun. 30, 2017
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 $15,075 and $20,410 to JLHPA for its services in the six months ended June 30, 2017 and 2016, respectively.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events:
Subsequent Events	Note 11 – Subsequent Events In July 2017, the Company made payments totaling $100,000 toward the principal balance of the Notes payable to related parties discussed in Note 8, leaving a remaining principal balance of $200,000 as of July 2017.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2017
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. The license will expire in March 2018, after which no further royalty revenues are expected .
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 June 30, 2017, accounts receivable was 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 six months ended June 30, 2017 and 2016.
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, License 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 six months ended June 30, 2017 or 2016.
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 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, 2016 and June 30, 2017 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 $94,389 and $104,455 for the six months ended June 30, 2017 and 2016, 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 4,175,000 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 ($300,000).
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 Lic18

Intellectual Property and License Agreement (Tables)	6 Months Ended
	Jun. 30, 2017
Business Combinations [Abstract]
Future amortization of the intangible asset	Year ending December 31: 2017 $ 11,092 2018 12,374 2019 10,000 2020 10,000 Thereafter 54,178 Total $ 97,644

Stockholders' Deficiency (Table

Stockholders' Deficiency (Tables)	6 Months Ended
	Jun. 30, 2017
Equity:
Summary of warrants	Shares Weighted Average Exercise Price Balance at December 31, 2016 4,275,000 $ .33 Issued — — Expired (100,000 ) (3.00 ) Balance at June 30, 2017 4,175,000 $ .27

Stock Options (Tables)

Stock Options (Tables)	6 Months Ended
	Jun. 30, 2017
Stock Options
Stock Option	Stock option activity for the six months ended June 30, 2017, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2016 5,750,500 $ 0.31 5.12 Granted — — — Expired/forfeited — — — Options outstanding at June 30, 2017 5,750,500 $ 0.31 4.62

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Antidilutive Securities Excluded and Imapirment charges
Revenue percentage			100.00%	100.00%
Research and development costs	$ 46,732	$ 46,730	$ 94,389	$ 104,455
Fair value of notes	$ (30,000)		$ (30,000)
Warrants exercisable shares	4,175,000		4,175,000		4,175,000
Weighted average common shares outstanding	31,750,106	31,750,106	31,750,106	31,750,106

Intellectual Property and Lic22

Intellectual Property and License Agreement (Details)	Jun. 30, 2017USD ($)
Year ending December 31:
2,017	$ 11,092
2,018	12,374
2,019	10,000
2,020	10,000
Thereafter	54,178
Total	$ 97,644

Intellectual Property and Lic23

Intellectual Property and License Agreement (Details Narrative) - USD ($)	1 Months Ended	5 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 01, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Nov. 14, 2015	Mar. 30, 2012
Amortization expense			$ 11,092	$ 6,914
Accumulated amortization of the intangible asset- intellectual property			683,808		$ 677,716
Promissory note down payment	$ 16,116
Promissory note due	$ 58,436					$ 38,000
Promissory note due date	Jul. 15, 2016
License agreement			694,630		683,538
Accumulated amortization of the intangible assets			24,368		18,276
Helidyne LLC [Member]
License agreement		$ 100,000
Note Payable in connection with IP acquisition		100,000
Principal plus accrued interest payments due		100,000
Accumulated amortization of the intangible assets		$ 50,000
Cornerstone
Percentage of membership interests purchased							100.00%
Intellectual Property							$ 659,440
Accumulated amortization of the intangible asset- intellectual property			$ 659,440		$ 659,440		$ 659,440

Stockholders' Deficiency (Detai

Stockholders' Deficiency (Details)	6 Months Ended
	Jun. 30, 2017$ / sharesshares
Stockholders Deficiency Details
Begining Balance | shares	4,175,000
Shares Issued | shares | shares
Shares Expired | shares | shares	(100,000)
Ending Balance | shares	4,175,000
Weighted Average Exercise Price Balance at December 31, 2016 | $ / shares	$ 0.33
Weighted Average Exercise Price Issued | $ / shares
Weighted Average Exercise Price Expired | $ / shares	(3)
Weighted Average Exercise Price Balance at March 31, 2017 | $ / shares	$ 0.27

Stock Options (Details)

Stock Options (Details)	6 Months Ended
	Jun. 30, 2017$ / sharesshares
Shares
Begining Balance	4,175,000
Granted
Expired/forfeited	100,000
Ending Balance	4,175,000
Employee Stock Option [Member]
Shares
Begining Balance	5,750,500
Granted
Expired/forfeited
Ending Balance	5,750,500
Weighted Average Exercise Price
Options Outstanding, Begining Balance, Weighted Average Exercise Price | $ / shares	$ 0.31
Granted | $ / shares
Expired/forfeited | $ / shares
Options Outstanding, Ending Balance, Weighted Average Exercise Price | $ / shares	$ 0.31
Weighted Average Remaining Contractual Life (Years)
Options outstanding Begining	5 years 1 month 13 days
Options outstanding Ending	4 years 7 months 13 days

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	Jun. 30, 2017	Jun. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Unrecognized stock-based compensation	$ 0	$ 72,000

Notes Payable to Related Part27

Notes Payable to Related Parties (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016	Mar. 30, 2016
Notes payable to stockholders	$ 300,000	$ 25,000
Maturity date	Sep. 30, 2017	Mar. 30, 2016
Interest rate	10.00%	10.00%
Principal balance	$ 100,000
Convertible Notes Payable [Member]
Interest rate			10.00%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2017	Oct. 01, 2016	Jun. 01, 2016	Jun. 25, 2015
Royalty percentage				2.00%
Company made payments	$ 38,750
Two monthly installments		$ 25,000
Helidyne LLC [Member]
Royalty percentage			3.00%
Annual royalty			$ 50,000
Two monthly installments			50,000
Committed to purchase price			$ 25,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Related Party Transactions
Payments to related party	$ 15,075	$ 20,410

Subsequent Events (Details narr

Subsequent Events (Details narrative) - USD ($)	Jul. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Company payments total		$ 300,000	$ 25,000
Principal balance		$ 100,000
Subsequent Event [Member]
Company payments total	$ 100,000
Principal balance	$ 200,000