374Water (SCWO) 10-K 17 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 17, 2018	Jun. 30, 2017
Document and Entity Information:
Entity Registrant Name	PowerVerde, Inc.
Document Type	10-K
Document Period End Date	Dec. 31, 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
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Entity Public Float			$ 2,392,000

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 1,336	$ 4,786
Accounts receivable	369,959	170,539
Prepaid expenses	42,694	56,628
Total Current Assets	413,989	231,953
Property and Equipment
Property and equipment, net of accumulated depreciation of $99,418 and $85,156, respectively	8,222	22,484
Other Assets
Intellectual property, net of accumulated amortization of $689,900 and $677,716, respectively	2,374	14,558
License, net of accumulated amortization of $15,822 and $5,822, respectively	84,178	94,178
Total Other Assets	(86,552)	(108,736)
Total Assets	508,763	363,173
Current Liabilities:
Accounts payable and accrued expenses	95,310	79,073
Notes payable to related parties	150,000	425,000
Total Current Liabilities	245,310	504,073
Total Liabilities	245,310	504,073
Stockholders' Deficiency
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 40,300,106 common shares issued and 31,750,106 shares outstanding at December 31, 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	(11,378,720)	(11,783,073)
Total Stockholders' Equity (Deficiency)	263,453	(140,900)
Total Liabilities and Stockholders' Equity (Deficiency)	$ 508,763	$ 363,173

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Assets
Property and equipment, net of accumulated depreciation	$ 99,418	$ 85,156
Intellectual Property, net of accumulated amortization	705,722	683,538
License, net of accumulated amortization	$ 15,822	$ 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	40,300,106	40,300,106
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, 2017	Dec. 31, 2016
Revenues [Abstract]
Revenue, Net	$ 852,443	$ 587,613
Operating Expenses
Research and development	210,624	331,038
General and administrative	210,491	318,067
Total Operating Expenses	421,115	649,105
Income (Loss) from Operations	431,328	(61,492)
Other Income (Expenses)
Interest income	806
Interest expense	(27,781)	(62,270)
Total Other Income (Expenses)	(26,975)	(62,270)
Income (Loss) before Income Taxes	404,353	(123,762)
Provision for Income Taxes
Net Income (Loss)	$ 404,353	$ (123,762)
Net Income (Loss) per Share - Basic and Diluted	$ 0.01	$ 0
Weighted Average Common Shares Outstanding - Basic and Diluted	31,750,106	31,750,106

Consolidated Statements Of Chan

Consolidated Statements Of Changes In Stockholders' Equity (Deficiency) - USD ($)	Common Stock	Additional Paid in Capital	Treasury Stock	Accumulated Deficit	Total
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
Net Loss				404,353	404,353
Balance at Dec. 31, 2017	$ 3,981	$ 12,129,331	$ (491,139)	$ (11,378,720)	$ 263,453
Balance, Shares at Dec. 31, 2017	31,750,106

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities
Net income (loss)	$ 404,353	$ (123,762)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	36,446	32,371
Amortization of discount		12,884
Stock based compensation		207,815
Changes in operating assets and liabilities
Accounts receivable and prepaid expenses	(184,730)	6,324
Interest receivable	(756)
Accounts payable and accrued expenses	16,237	37,122
Payable to related parties		(26,000)
Cash (Used in) Operating Activities	(271,550)	(146,754)
Cash Flows From Investing Activities
Cash Used in Investing Activities
Cash Flows from Financing Activities
Proceeds from notes payable, related party		25,000
Principal payments on notes payable, related parties	(275,000)	(25,000)
Cash (Used in) Financing Activities	(275,000)	(147,569)
Net (Decrease) in Cash and Cash Equivalents	(3,450)	(815)
Cash and cash equivalents at Beginning of Period	4,786	5,601
Cash and cash equivalents at End of Period	1,336	4,786
Supplemental Disclosure of Cash Flow Information
Cash Paid for Interest	48,235	24,977
Supplemental Schedule of Non-Cash Activities
Note receivable in connection with Liberty accounts receivable	$ 34,000

Nature of Business

Nature of Business	12 Months Ended
	Dec. 31, 2017
Nature of Business
Nature of Business	Note 1 – Nature of Business PowerVerde, Inc. (the “Company”) is a “C” Corporation organized under the Laws of Delaware with operations in Scottsdale, Arizona. The Company’s two founders, now its largest shareholders, have conceived and developed the use of a power systems patent. For several years, the Company has been undertaking research and development on a power generating system based on the patent and related intellectual property, which it hopes to commercialize in the near future.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2017
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 (other than in 2017) and negative cashflows from operations. Additionally, 96% and 100% of the Company’s 2017 and 2016 revenues, respectively, result from royalties related to a license that expired in March 2018, so such revenues will not recur beyond that date, and the Company currently has limited additional sources of revenues for the foreseeable future. The Company has historically relied upon unrelated and related party debt and equity financing to fund its cash flow shortages and will require either additional debt or equity financing to sustain its operations. The Company earned net income of $404,353 in 2017; however, almost all of the Company’s revenues in 2017 and prior years were derived from royalties under its biotech licensing agreement, which expired in March 2018. Those factors create substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company continues to seek funding from private debt and equity investors, as it needs to promptly raise substantial additional capital 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, 2017
Policy Text Block [Abstract]
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. No revenues from this planned principal operation have been generated. Cash Equivalents The Company considers primarily all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable consist of balances due from royalties in connection with the Company’s license agreement with VDF FutureCeuticals, Inc. The Company monitors accounts receivable and provides allowances when considered necessary. At December 31, 2017 and 2016, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. Revenue Recognition Revenue from royalty and assembly agreements unrelated to the Company’s planned operations is recognized in accordance with the terms of the specific agreements. Revenues recognized under these agreements amount to 100% of total revenues for the years ended December 31, 2017 and 2016. 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, 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 years ended December 31, 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, 2017 and 2016 were classified as equity. Accounting for Uncertainty in Income Taxes The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. 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, 2014, 2015, 2016 and 2017, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2017. 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 received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as general and administrative expense. Research and Development Costs The Company’s research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $210,624 and $331,038 for the years ended December 31, 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 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 3,675,000 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 ($150,000). 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, 2017
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, 2018. 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 adopted the new guidance on January 1, 2017. The adoption of ASU 2015-17 did not have any impact on the Company’s 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 was effective for the Company beginning January 1, 2017. The Company adopted the new guidance on January 1, 2017. Adoption did not 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 believes that this standard will have no effect on its financial statements. 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 unit’s 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 does not believe this standard will have any effect on its financial statements as the Company does not have any goodwill. 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, 2017
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, 2017 and 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 in November 2015. Accumulated amortization with respect to this intellectual property was $30,460 and $18,276 at December 31, 2017 and 2016, 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 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 each of the first six years, and $100,000 for the remainder of the agreement. For the years ended December 31, 2017 and 2016, amortization expense was $22,184 and $18,006 respectively, and accumulated amortization of the intangible assets was $705,722 and $683,538 at December 31, 2017 and 2016, respectively. Future amortization of the intangible assets was as follows as of December 31, 2017: Year ending December 31: 2018 $ 12,374 2019 10,000 2020 10,000 Thereafter 54,178 Total $ 86,552

Stockholders' Equity (Deficienc

Stockholders' Equity (Deficiency)	12 Months Ended
	Dec. 31, 2017
Equity:
Stockholders' Deficiency	Note 6 – Stockholders’ Deficiency Warrants The Company issued warrants on June 3, 2011 to various persons, including affiliates of the Company, for services provided to the Company. These warrants covered the purchase of 1,855,000 unregistered shares of the Company’s stock at an exercise price of $1.05 per share with a five-year term. These share-based payments have been accounted for in accordance with ASC 815-40 using the Black Scholes pricing model to determine the fair value of each warrant. As of December 31, 2017, 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. As of December 31, 2017, all of these warrants had expired. In December 2012, the Company issued three-year warrants to purchase 325,000 unregistered shares of the Company’s common stock at an exercise price of $.41 per share in association with the Secured Promissory Note (See Note 8). In December 2014, the expiration date of these warrants was extended to December 31, 2017. As of December 31, 2017, all of these warrants had expired. During January 2013, the Company issued three-year warrants to purchase 75,000 unregistered shares of the Company’s common stock at an exercise price of $0.41 per share in association with the Secured Promissory Note (See Note 8). In December 2014, the expiration date of these warrants was extended to December 31, 2017. As of December 31, 2017, all of these warrants had expired. 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. As of December 31, 2017, all of these warrants were outstanding. On December 1, 2013, the Company issued additional three-year warrants to purchase 400,000 unregistered shares of the Company’s common stock at an exercise price equal to $0.21 per share (the average closing price of the common stock during the 10 trading days prior to December 1, 2013). This was in association with the Secured Promissory Note (See Note 8). In December 2015, the expiration date of these warrants was extended to December 31, 2018. As of December 31, 2017, 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, 2017, 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, 2017, 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, 2017, all of these warrants were outstanding. A summary of warrants issued, exercised and expired during the year ending December 31, 2017 is as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balance at December 31, 2016 4,275,000 $ 0.33 $ 45,000 Issued — — — Expired (600,000 ) (1.44 ) — Balance at December 31, 2017 3,675,000 $ 0.15 $ 45,000

Stock Options

Stock Options	12 Months Ended
	Dec. 31, 2017
Stock Options
Stock Options	Note 7 – Stock Options Stock option activity for the year ended December 31, 2017, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2016 5,750,000 $ 0.31 5.12 Granted — — — Expired/forfeited — — — Options outstanding at December 31, 2017 5,750,000 $ 0.31 4.12 Total stock option compensation was $0 and $207,815, respectively, for the years ended December 31, 2017 and 2016. There is no unrecognized compensation expense associated with the options.

Notes Payable to Related Partie

Notes Payable to Related Parties	12 Months Ended
	Dec. 31, 2017
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, 2017 consist of notes payable to stockholders of $150,000 (issued in 2012). The notes had been due in one principal payment on September 30, 2017, but are now due on April 30, 2018, after extensions granted by the Note holders in the third 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 2017, the Company made payments totaling $250,000 toward the principal balance of the Notes. The notes were paid in full in January 2018.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 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 substantially all of the Company’s revenues since 2012, terminated in March 2018, when the underlying patents expired. On June 1, 2016, the Company entered into a ten-year License Agreement with Helidyne LLC to utilize the Helidyne intellectual property in order to use Helidyne expanders in Powerverde systems 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. The Company had made payments totaling $38,750, towards the purchase of the expanders, all of which was included in prepaid expense and other current assets in the consolidated balance sheets at December 31, 2016. 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 very unlikely that Helidyne will ever be able to perform. Consequently, in the third quarter of 2017, the Company wrote off the $38,750 paid to Helidyne. 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. This minimum royalty would be payable only if Helidyne performs as required, which is very unlikely, or if the Company elects to produce its own expanders using Helidyne technology. The Company does intend to produce these expanders directly or through a contract manufacturer in the future. See Note 5. On April 15, 2017, the Company entered into a manufacturing assembly agreement with Liberty Plugins, Inc. (“Liberty”) to manufacture and assemble Liberty’s Hydra electronic vehicle charging systems and ship completed Hydras to Liberty’s facility in Santa Barbara, California (the “Liberty Agreement”). Liberty has agreed to pay $1,000 for the first 10 Hydras assembled in a month, $750 per Hydra for the next 10 Hydras assembled per month and $500 per Hydra for each Hydra assembled above 20 per month. As of December 31, 2017, the Company has built and shipped 34 Hydras, and these products were invoiced throughout the third and fourth quarter of 2017. The $34,807 revenue for these products is reflected in the net revenue on the Company’s consolidated statement of operations for the quarter ended December 31, 2017. On September 30, 2017, the Company converted the outstanding accounts receivable from Liberty, totaling $25,000, into a Promissory Note with 12% interest and a maturity date of January 31, 2018. On December 31, 2017, the Company converted an additional $9,000 from accounts receivable from Liberty to the principal balance of the Promissory Note and extended the maturity date of the Note to April 30, 2018.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Taxes:
Income Taxes	Note 10 – Income Taxes Deferred income taxes are provided based on the provisions of ASC Topic 740, “Accounting for Income Taxes”, to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Significant components of the Company’s net deferred income taxes are as follows: December 31, 2017 2016 Deferred tax assets: Net operating loss carry forwards $ 1,557,027 $ 2,484,406 Start-up cost 174,679 289,843 Goodwill 408,552 672,754 Stock based compensation 414,080 614,790 Other 2,972 1,644 Deferred tax assets 2,557,309 4,063,436 Less valuation allowance (2,557,309 ) (4,063,436 ) 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, 2017 2016 Federal income tax at statutory rate $ 137,480 $ (42,079 ) State Tax 14,678 (4,493 ) Permanent Differences 433 120 Other (1,285 ) 127,755 Change in Valuation Allowance (151,306 ) (81,304 ) $ — $ — 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 $2,557,860 valuation allowance at December 31, 2017 is necessary. The change in the valuation allowance for the current year is $1,506,127, which represents the changes in the deferred items. At December 31, 2017, the Company has available net operating loss carry forwards for federal income tax purposes of $6,133,666 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, 2017 $ 4,063,436 $ (1,506,127 ) $ — $ — $ 2,557,309 Year ended December 31, 2016 $ 4,144,741 $ (81,304 ) $ — $ — $ 4,063,436

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
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. In December 2017, J.L. Hofmann & Associates, P.A. merged with Kabat, Schertzer, De La Torre, Taraboulos & Co, LLC (“KSDT”). The Company paid $28,215 and $35,855 for its services in the years ended December 31, 2017 and 2016, respectively.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events:
Subsequent Events	Note 12 – Subsequent Events See Note 8 regarding payment of notes payable to related parties. The Company expects to receive its final royalty payment under the license agreement, covering the first quarter of 2018 through March 18, 2018, in the second quarter of 2018.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Policy Text Block [Abstract]
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. No revenues from this planned principal operation have been generated.
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Accounts Receivables	Accounts Receivable Accounts receivable consist of balances due from royalties in connection with the Company’s license agreement with VDF FutureCeuticals, Inc. The Company monitors accounts receivable and provides allowances when considered necessary. At December 31, 2017 and 2016, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided.
Revenue Recognition	Revenue Recognition Revenue from royalty and assembly agreements unrelated to the Company’s planned operations is recognized in accordance with the terms of the specific agreements. Revenues recognized under these agreements amount to 100% of total revenues for the years ended December 31, 2017 and 2016.
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, 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 years ended December 31, 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, 2017 and 2016 were classified as equity.
Accounting for Uncertainty in Income Taxes	Accounting for Uncertainty in Income Taxes The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements, and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. 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, 2014, 2015, 2016 and 2017, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2017. 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 received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as general and administrative expense.
Research and Development Costs	Research and Development Costs The Company’s research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $210,624 and $331,038 for the years ended December 31, 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 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 3,675,000 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 ($150,000).
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, 2017
Business Combinations [Abstract]
Future amortization of the intangible asset	Year ending December 31: 2018 $ 12,374 2019 10,000 2020 10,000 Thereafter 54,178 Total $ 86,552

Stockholders' Equity (Deficie21

Stockholders' Equity (Deficiency) (Tables)	12 Months Ended
	Dec. 31, 2017
Equity:
Summary of warrants	Shares Weighted Average Exercise Price Aggregate Intrinsic Value Balance at December 31, 2016 4,275,000 $ 0.33 $ 45,000 Issued — — — Expired (600,000 ) (1.44 ) — Balance at December 31, 2017 3,675,000 $ 0.15 $ 45,000

Stock Options (Tables)

Stock Options (Tables)	12 Months Ended
	Dec. 31, 2017
Stock Options
Stock Option	Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2016 5,750,000 $ 0.31 5.12 Granted — — — Expired/forfeited — — — Options outstanding at December 31, 2017 5,750,000 $ 0.31 4.12

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Taxes:
Schedule of Deferred Tax Assets and Liabilities	Significant components of the Company’s net deferred income taxes are as follows: December 31, 2017 2016 Deferred tax assets: Net operating loss carry forwards $ 1,557,027 $ 2,484,406 Start-up cost 174,679 289,843 Goodwill 408,552 672,754 Stock based compensation 414,080 614,790 Other 2,972 1,644 Deferred tax assets 2,557,309 4,063,436 Less valuation allowance (2,557,309 ) (4,063,436 ) 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, 2017 2016 Federal income tax at statutory rate $ 137,480 $ (42,079 ) State Tax 14,678 (4,493 ) Permanent Differences 433 120 Other (1,285 ) 127,755 Change in Valuation Allowance (151,306 ) (81,304 ) $ — $ —
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, 2017 $ 4,063,436 $ (1,506,127 ) $ — $ — $ 2,557,309 Year ended December 31, 2016 $ 4,144,741 $ (81,304 ) $ — $ — $ 4,063,436

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Going Concern Details Narrative
Net Income (Loss)	$ 404,353	$ (123,762)

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Number of warrants excluded from weighted average common shares outstanding on a diluted basis.	3,675,000
Number of options excluded from weighted average common shares outstanding on a diluted basis.	5,750,500
Research and development cost	$ 210,624	$ 331,038
Helidyne LLC [Member]
Fair value of notes	$ (150,000)

Intellectual Property and Not26

Intellectual Property and Note Payable (Details)	Dec. 31, 2017USD ($)
Year ending December 31:
2,018	$ 12,374
2,019	10,000
2,020	10,000
Thereafter	54,178
Total	$ 86,552

Intellectual Property and Not27

Intellectual Property and Note Payable (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2017	Dec. 31, 2016	Mar. 30, 2012
Amortization expense		$ 22,184	$ 18,006
Accumulated amortization of the intangible asset- intellectual property		$ 705,722	683,538
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		$ 756	100,000
Cornerstone Acquisition
Percentage of membership interests purchased				100.00%
Business Acquisition, Transaction Costs				$ 659,440
Accumulated amortization of the intangible asset- intellectual property		$ 659,440	$ 659,440

Stockholders' Equity (Deficie28

Stockholders' Equity (Deficiency) (Details)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Warrants term
Balance at December 31, 2016 | shares	4,275,000
Shares Expired | shares	(600,000)
Balance at December 31, 2017 | shares	3,675,000
Weighted Average Exercise Price Balance at December 31, 2016	$ .33
Weighted Average Exercise Price Issued
Weighted Average Exercise Price Expired	(1.44)
Weighted Average Exercise Price Balance at December 31, 2017	0.15
Aggregate Intrinsic Value Balance at December 31, 2016	45,000
Aggregate Intrinsic Value Issued
Aggregate Intrinsic Value Expired
Aggregate Intrinsic Value Balance at December 31, 2017	$ 45,000

Stockholders' Equity (Deficie29

Stockholders' Equity (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, 2017	Dec. 31, 2016
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, 2018	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.
Warrants outstanding							800,000
Warrants Epxpired							1,055,000
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

Stock Options (Details)

Stock Options (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Shares
Expired/forfeited	600,000
Employee Stock Option [Member]
Shares
Balance at December 31, 2016	5,750,000
Granted
Expired/forfeited
Balance at December 31, 2017	5,750,000	5,750,000
Weighted Average Exercise Price
Options outstanding at December 31, 2016	$ 0.31
Granted
Expired/forfeited
Options outstanding at December 31, 2017	$ 0.31	$ 0.31
Weighted Average Remaining Contractual Life (Years)
Options outstanding	4 years 1 month 13 days	5 years 1 month 13 days
Aggregate Intrinsic Value
Options outstanding at December 31, 2016
Granted
Expired/forfeited
Options outstanding at December 31, 2017

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based Compensation	$ 0	$ 207,815
Unrecognized stock-based compensation	$ 0

Notes Payable to Related Part32

Notes Payable to Related Parties (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Notes payable to stockholders	$ 150,000
Maturity date	Apr. 1, 2018
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 ($)	1 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2017	Jun. 25, 2015
Royalty percentage			2.00%
Helidyne LLC [Member]
Royalty percentage		3.00%
Annual royalty		$ 50,000
Liberty [Member]
Receivable Converted into Promissory Note	$ 25,000	$ 9,000
Interest Rate Percent on Converted Promissory Note	12.00%
Maturity Date of Converted Promissory Note	Dec. 31, 2018	Apr. 30, 2018
Product Revenue Fourth Quarter		$ 34,807

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
Net operating loss carryforwards	$ 1,557,027	$ 2,484,406
Start-up cost	174,679	289,843
Goodwill	408,552	672,754
Stock based compensation	414,080	614,790
Other	2,972	1,644
Deferred tax assets	2,557,309	4,063,436
Less valuation allowance	(2,557,309)	(4,063,436)
Net deferred tax assets after valuation allowance

Income Taxes (Rate Reconciliati

Income Taxes (Rate Reconciliation) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Rate Reconciliation
Federal income tax at statutory rate	$ 137,480	$ (42,079)
State Tax	14,678	(4,493)
Permanent Differences	433	120
Other	(1,285)	127,755
Change in Valuation Allowance	(151,306)	(81,304)
Rate Reconciliation

Income taxes (Valuation and Qua

Income taxes (Valuation and Qualifying Accounts) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Valuation And Qualifying Accounts Details
Balance at Beginning of Period	$ 4,063,436	$ 4,144,741
Charged to Cost and Expenses	(1,506,127)	(81,304)
Write-offs
Other Charges
Balance at End of Period	$ 2,557,309	$ 4,063,436

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes:
Valuation allowance	$ 2,557,309	$ 4,063,436
Change in Valuation allowance	1,506,127
Net operating loss carry forwards for federal income tax purposes	$ 6,133,666
Net operating loss carry forwards for federal income tax purposes, expiration date	Expiring at various times from 2027 through 2032.

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Related Party Transactions
Payments to related party	$ 28,215	$ 35,855