374Water (SCWO) 10-Q 14 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 14, 2019
Document and Entity Information:
Entity Registrant Name	POWERVERDE, INC.
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Entity Central Index Key	0000933972
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		31,750,106
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity File Number	000-27866
Entity Incorporation, State or Country Code	NV
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current Assets:
Cash	$ 32,104	$ 8,482
Accounts receivable	9,000	10,000
Prepaid expenses and other current assets	19,260	10,866
Total Current Assets	60,364	29,348
Property and Equipment
Property and equipment, net of accumulated depreciation of $107,641 and $107,007, respectively	0	634
Other Assets
License, net of accumulated amortization of $25,822	0	74,178
Total Other Assets	0	74,178
Total Assets	60,364	104,160
Current Liabilities
Accounts payable and accrued expenses	61,057	39,136
Total Current Liabilities	61,057	39,136
Long Term Liabilities
Convertible note payable	281,097	0
Total Long Term Liabilities	281,097	0
Total Liabilities	342,154	39,136
Stockholders' (Deficit) Equity
Preferred Stock: 50,000,000 preferred shares authorized, 0 preferred shares issued at September 30, 2019 and December 31, 2018	0	0
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 40,300,106 common shares issued and 31,750,106 common shares outstanding at September 30, 2019 and December 31, 2018	3,981	3,981
Additional paid-in capital	12,689,980	12,609,980
Treasury stock, 8,550,000 shares at cost	(491,139)	(491,139)
Accumulated deficit	(12,484,612)	(12,057,798)
Total Stockholders (Deficit) Equity	(281,790)	65,024
Total Liabilities and Stockholders' (Deficit) Equity	$ 60,364	$ 104,160

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Assets
Property and equipment, net of accumulated depreciation	$ 107,641	$ 107,007
License, net of accumulated amortization	$ 25,822	$ 25,822
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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues [Abstract]
Revenue	$ 3,000	$ 8,000	$ 9,000	$ 173,094
Operating Expenses
Research and development	114,620	71,415	184,301	596,128
General and administrative	49,938	47,511	159,326	181,832
Total Operating Expenses	164,558	118,926	343,627	777,960
Loss from Operations	(161,558)	(110,926)	(334,627)	(604,866)
Other Income (Expenses)
Interest income	0	0	0	1,621
Loss on impairment	0	0	(69,178)	0
Interest expense	(9,265)	0	(23,009)	(699)
Total Other Income (Expense)	(9,265)	0	(92,187)	922
Income (Loss) before Income Taxes	(9,265)	(110,926)	(92,187)	(603,944)
Provision for Income Taxes	0	0	0	0
Net Loss	$ (170,823)	$ (110,926)	$ (426,814)	$ (603,944)
Net Income (Loss) per Share - Basic and Diluted	$ 0.01	$ 0	$ 0.01	$ 0.02
Weighted Average Common Shares Outstanding - Basic and Diluted	31,750,106	31,750,106	31,750,106	31,750,106

Condensed Consolidated Changes

Condensed Consolidated Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	Total
Balance at Dec. 31, 2017		$ 3,981	$ 12,129,331	$ (11,378,720)	$ (491,139)	$ 263,453
Stock based compensation			480,649			480,649
Net loss				(603,944)		(603,944)
Balance at Sep. 30, 2018		3,981	12,609,980	(11,982,664)	(491,139)	140,158
Balance at Jun. 30, 2018		3,981	12,574,131	(11,871,738)	(491,139)	215,235
Stock based compensation			35,849			35,849
Net loss				(110,926)		(110,926)
Balance at Sep. 30, 2018		3,981	12,609,980	(11,982,664)	(491,139)	140,158
Balance at Dec. 31, 2018		3,981	12,609,980	(12,057,798)	(491,139)	65,024
Stock based compensation			80,000			80,000
Net loss				(426,814)		(426,814)
Balance at Sep. 30, 2019		3,981	12,689,980	(12,484,612)	(491,139)	(281,790)
Balance at Jun. 30, 2019		3,981	12,609,980	(12,313,789)	(491,139)	(190,967)
Stock based compensation			80,000			80,000
Net loss				(170,823)		(170,823)
Balance at Sep. 30, 2019		$ 3,981	$ 12,689,980	$ (12,484,612)	$ (491,139)	$ (281,790)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash Flows From Operating Activities
Net loss	$ (426,814)	$ (603,944)
Adjustments to reconcile net loss to net cash to net cash provided (used) by operating activities:
Impairment of intangible assets	69,178	0
Depreciation and amortization	5,633	16,783
Amortization of debt issuance costs	5,097	0
Stock based compensation	80,000	480,649
Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses	(7,393)	350,359
Accounts payable and accrued expenses	21,921	(92,099)
Liberty notes receivable	0	34,000
Cash (Used) Provided by Operating Activities	(252,378)	185,748
Cash Flows from Financing Activities
Proceeds from notes payable, related party	300,000	0
Payment for debt issuance costs	(24,000)	0
Payment on notes payable, related party	0	(150,000)
Cash provided by (used in) Financing Activities	276,000	(150,000)
Net Change in Cash and Cash Equivalents	23,622	35,748
Cash and cash equivalents at Beginning of Period	8,482	1,336
Cash and cash equivalents at End of Period	32,104	37,084
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	$ 10,747	$ 699

Condensed Consolidated Financia

Condensed Consolidated Financial Statements	9 Months Ended
	Sep. 30, 2019
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, 2018. The results of operations for the three and nine months ended September 30, 2019, are not necessarily indicative of the results to be expected for the full year or for future periods. The condensed consolidated financial statements include the accounts of PowerVerde, Inc., formerly known as Vyrex Corporation (the “Company”), and PowerVerde Systems, Inc., formerly known as PowerVerde, Inc., its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2019
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 which expired March 2018. As of September 30, 2019, we had a working capital deficit of $693 compared to a working capital deficit of $9,788 at December 31, 2018. This decrease in the working capital deficit is due primarily to cash raised through related party debt financing. 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’s revenues through 2018 were derived mainly 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 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	9 Months Ended
	Sep. 30, 2019
Policy Text Block [Abstract]
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 were recognized as revenue through March 2018, when the underlying license agreement terminated. No revenues from this planned principal operation have been generated. 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 assembly services. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2019 and December 31, 2018, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. Revenue Recognition Royalties are recognized as earned in the period the sales to which the royalties relate occur. Manufacturing assembly services are recognized as revenue when the assembled product is delivered to the customer. Revenues recognized under these agreements amount to 100% of total revenues for the three and nine months ended September 30, 2019 and 2018. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major betterments and additions are capitalized, while replacement, maintenance and repairs, which do not extend the lives of the respective assets, are expensed as incurred. Impairment of Long-Lived Assets Impairment losses are recorded on long-lived assets (property, equipment and intellectual property) used in operations when impairment indicators are present and the undiscounted expected cash flows estimated to be generated by those assets are less than the carrying value of such assets. No impairment losses were recognized during the three and nine months ended September 30, 2018. For the nine months ended September 30, 2019, the Company recognized an impairment loss of $69,178. Stock-based Compensation The Company has accounted for stock-based compensation under the provisions of Accounting Standards Codification (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, 2018 and September 30, 2019 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. There is no uncertain tax positions as of September 30, 2019 and December 30, 2018. Research and Development Costs The Company’s research and development costs are expensed in the period in which they are incurred. 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 975,000 Financial Instruments The Company carries cash and cash equivalents, accounts receivable, accounts payable, 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. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2019
Recent Accounting Prouncements
Recent Accounting Pronouncements	Note 4 – Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “ Leases,” In June 2018, the FASB issued ASU 2018-07, “Compensation – Stock Compensation (Topic 718).”

Intellectual Property and Licen

Intellectual Property and License Agreement	9 Months Ended
	Sep. 30, 2019
Business Combinations [Abstract]
Intellectual Property and License Agreement	Note 5 – Intellectual Property and License Agreement 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, per commercial year, for the remainder of the agreement. Helidyne has defaulted under the agreement. Royalties would be payable only if Helidyne performs as required, or if the Company elects to produce its own expanders using Helidyne technology. During the quarter ended June 30, 2019, management of the Company evaluated the continued default by Helidyne and determined that Helidyne will not be able to perform under the license agreement for the foreseeable future. The Company’s license agreement continues to be active and the Company may utilize the Helidyne intellectual property in marketing its own products. Under the terms of the license agreement, the Company has the right to develop a prototype utilizing the Helidyne technology at its own cost. Due to the continued default by Helidyne and the potential cost of developing its own prototype, the Company has determined that the intangible asset related to the above license agreement is impaired and recognized an impairment charge of $69,178 in the second quarter of 2019, which is 100% of the net carrying value. See Note 9. For the nine months ended September 30, 2019 and 2018, amortization expense was $5,000 and $9,874, respectively and accumulated amortization of the intangible assets was $25,822 at December 31, 2018.

Warrants

Warrants	9 Months Ended
	Sep. 30, 2019
Warrants Abstract
Warrants	Note 6 – Warrants A summary of warrants issued, exercised and expired during the nine months ended September 30, 2019 is as follows: Shares Weighted Average Exercise Price Intrinsic Value Balance at December 31, 2018 975,000 $ .11 — Issued — — — Expired — — — Converted to Common Stock Options — — — Balance at September 30, 2019 975,000 $ .11 —

Stock Options

Stock Options	9 Months Ended
	Sep. 30, 2019
Stock Options
Stock Options	Note 7 – Stock Options Stock option activity for the nine months ended September 30, 2019, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2018 11,180,500 $ 0.20 7.02 Granted 1,000,000 0.10 — Expired/forfeited — — Options outstanding at September 30, 2019 12,180,500 $ 0.20 5.85 Total stock option compensation for the nine months ended September 30, 2019 and 2018 was $80,000 and $480,649, respectively. All of the 2019 options were granted to the Company’s president, who was hired in September 2019. See Note 9. There is no unrecognized compensation expense associated with the options.

Convertible Notes Payable to Re

Convertible Notes Payable to Related Parties	9 Months Ended
	Sep. 30, 2019
Notes Payable to Related Parties
Convertible Notes Payable to Related Parties	Note 8 - Convertible Notes Payable to Related Parties In the first quarter of 2019, the Company issued Convertible Promissory Notes totaling $290,000 to stockholders. The notes are to be paid in one principal payment, along with any unpaid interest by December 31, 2021. Interest is payable semiannually at 10%. The notes are convertible into common stock at a price of $.20 per share through December 31, 2019, $.30 per share from January 1, 2020 through December 31, 2020, and $.40 per share from January 1, 2021 through the maturity date of December 31, 2021. In May 2019, the Company issued a Convertible Promissory Note in the principal amount of $10,000 to a stockholder in connection with a loan in the same amount. Consequently, Convertible Promissory Notes have been issued in an aggregate principal amount of $300,000 during the first two quarters of 2019. Long-term debt at September 30, 2019 consisted of the following: 2019 Note payable to stockholders $ 300,000 Less: Unamortized debt issuance costs 18,903 Total long-term debt $ 281,097 Amortization of the debt issuance costs is reported as interest expense in the income statement.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
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. 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. 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 an assembly agreement with Liberty Plugins, Inc. (“Liberty”) to 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. The Company has never assembled/shipped more than 10 Hydras in any month and does not expect to do so in the future. As of September 30, 2019, the Company has built and shipped 43 Hydras. Revenue for these products is reflected in the net revenue on the Company’s condensed consolidated statement of operations as follows: $9,000 and $14,000 for the nine months ended September 30, 2019 and 2018, respectively and $3,000 and $8,000 for the three months ended September 30, 2019 and 2018, respectively. On September 1, 2019, the Company hired Daniel Bogar to serve as its President, reporting to the CEO. As compensation, Mr. Bogar received a fully-vested non-qualified option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $.10 per share, with an expiration date of June 30, 2026. In addition, Mr. Bogar will receive an annual salary of $90,000 beginning on the closing of a private financing with gross proceeds of at least $1,000,000; however, the Company will be permitted to defer the salary to the extent required to maintain solvency.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2019
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 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 $30,334 and $28,380 for its services in the nine months ended September 30, 2019 and 2018, respectively and $11,420 and $10,050 in the three months ended September 30, 2019 and 2018, respectively. The Company’s consultant and shareholder Hank Leibowitz receives compensation of $7,500 per month, totaling $67,500 for the first nine months of 2019. At September 30, 2019, Mr. Leibowitz was owed accrued compensation of $30,000.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 11 – Subsequent Events The Company’s management evaluated subsequent events through November 14, 2019, in connection with the preparation of these condensed consolidated financial statements, which is the date these financial statements were available to be issued. There are no subsequent events to report as of this date.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Policy Text Block [Abstract]
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 were recognized as revenue through March 2018, when the underlying license agreement terminated. 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 assembly services. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2019 and December 31, 2018, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided.
Revenue Recognition	Revenue Recognition Royalties are recognized as earned in the period the sales to which the royalties relate occur. Manufacturing assembly services are recognized as revenue when the assembled product is delivered to the customer. Revenues recognized under these agreements amount to 100% of total revenues for the three and nine months ended September 30, 2019 and 2018.
Property and Equipment	Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major betterments and additions are capitalized, while replacement, maintenance and repairs, which do not extend the lives of the respective assets, are expensed as incurred.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Impairment losses are recorded on long-lived assets (property, equipment and intellectual property) used in operations when impairment indicators are present and the undiscounted expected cash flows estimated to be generated by those assets are less than the carrying value of such assets. No impairment losses were recognized during the three and nine months ended September 30, 2018. For the nine months ended September 30, 2019, the Company recognized an impairment loss of $69,178.
Stock-based Compensation	Stock-based Compensation The Company has accounted for stock-based compensation under the provisions of Accounting Standards Codification (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, 2018 and September 30, 2019 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. There is no uncertain tax positions as of September 30, 2019 and December 30, 2018.
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.
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 975,000
Financial instruments	Financial Instruments The Company carries cash and cash equivalents, accounts receivable, accounts payable, 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.
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.

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2019
Warrants Abstract
Summary of warrants	A summary of warrants issued, exercised and expired during the nine months ended September 30, 2019 is as follows: Shares Weighted Average Exercise Price Intrinsic Value Balance at December 31, 2018 975,000 $ .11 — Issued — — — Expired — — — Converted to Common Stock Options — — — Balance at September 30, 2019 975,000 $ .11 —

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
	Sep. 30, 2019
Stock Options
Stock Option	Stock option activity for the nine months ended September 30, 2019, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2018 11,180,500 $ 0.20 7.02 Granted 1,000,000 0.10 — Expired/forfeited — — Options outstanding at September 30, 2019 12,180,500 $ 0.20 5.85

Convertible Notes Payable to _2

Convertible Notes Payable to Related Parties (Tables)	9 Months Ended
	Sep. 30, 2019
Notes Payable to Related Parties
Schedule of long-term debt	Long-term debt at September 30, 2019 consisted of the following: 2019 Note payable to stockholders $ 300,000 Less: Unamortized debt issuance costs 18,903 Total long-term debt $ 281,097

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Going Concern Details Narrative
Working capital deficit	$ (693)	$ (9,788)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue percentage	100.00%	100.00%	100.00%	100.00%
Impairment losses			$ (69,178)	$ 0
Warrants
Antidilutive Excluded from Computation of Earnings Per Share, Amount			975,000
Option
Antidilutive Excluded from Computation of Earnings Per Share, Amount			12,180,500

Intellectual Property and Lic_2

Intellectual Property and License Agreement (Details Narrative) - USD ($)	Jun. 01, 2016	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Amortization expense		$ 5,000	$ 9,874
Accumulated amortization of the intangible asset- intellectual property				$ 25,822
Impairment charge		$ 69,178	$ 0
Helidyne LLC [Member]
Commercial royalty obligation	$ 100,000
Annual royalty	$ 50,000

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2019USD ($)$ / sharesshares
Warrants Abstract
Balance at beginning | shares	975,000
Shares Issued | shares
Shares Expired | shares
Shares converted to Common Stock Options | shares
Balance at end | shares	975,000
Weighted Average Exercise Price Balance at beginning	$ 0.11
Weighted Average Exercise Price shares Issued
Weighted Average Exercise Price shares Expired
Weighted Average Exercise Price shares converted to Common Stock Options
Weighted Average Exercise Price Balance at end	0.11
Aggregate Intrinsic Value Balance at beginning
Aggregate Intrinsic Value shares Issued
Aggregate Intrinsic Value shares Expired
Aggregate Intrinsic Value shares Converted to Common Stock Options | $
Aggregate Intrinsic Value Balance at end

Stock Options (Details)

Stock Options (Details)	9 Months Ended
	Sep. 30, 2019$ / sharesshares
Shares
Granted
Expired/forfeited
Employee Stock Option [Member]
Shares
Begining Balance	11,180,500
Granted	1,000,000
Expired/forfeited
Ending Balance	12,180,500
Weighted Average Exercise Price
Options Outstanding, Begining Balance, Weighted Average Exercise Price | $ / shares	$ 0.20
Granted | $ / shares	0.10
Expired/forfeited | $ / shares
Options Outstanding, Ending Balance, Weighted Average Exercise Price | $ / shares	$ 0.20
Weighted Average Remaining Contractual Life (Years)
Options outstanding Begining	7 years 7 days
Options outstanding Ending	5 years 10 months 6 days

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Payment Arrangement [Abstract]
Stock-based compensation expense	$ 80,000	$ 35,849	$ 80,000	$ 480,649
Unrecognized stock-based compensation	$ 0		$ 0

Convertible Notes Payable to _3

Convertible Notes Payable to Related Parties (Details) - USD ($)	Sep. 30, 2019	Jun. 30, 2019	May 31, 2019	Mar. 31, 2019
Notes Payable to Related Parties
Note payable to stockholders	$ 300,000	$ 300,000	$ 10,000	$ 290,000
Less: Unamortized debt issuance costs	18,903
Total long-term debt	$ 281,097

Convertible Notes Payable to _4

Convertible Notes Payable to Related Parties (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	May 31, 2019
Royalty percentage
Notes payable to stockholders	$ 290,000	$ 300,000	$ 300,000	$ 10,000
Maturity date	Dec. 31, 2021
Interest rate			10.00%
Notes payable description	The notes are convertible into common stock at a price of $.20 per share through December 31, 2019, $.30 per share from January 1, 2020 through December 31, 2020, and $.40 per share from January 1, 2021 through the maturity date of December 31, 2021.

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Sep. 01, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Oct. 01, 2016	Jun. 01, 2016	Jun. 25, 2015
Royalty percentage								2.00%
Company made payments				$ 38,750
Two monthly installments						$ 25,000
Revenue from product		$ 3,000	$ 8,000	$ 9,000	$ 14,000
Helidyne LLC [Member]
Royalty percentage							3.00%
Annual royalty							$ 50,000
Two monthly installments							50,000
Committed to purchase price							$ 25,000
Daniel Bogar | Chief Executive Officer [Member]
Option Purchased	1,000,000
Exercise price	$ .10
Option expiration date	Jun. 30, 2026
Annual Salary	$ 90,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Payments to related party	$ 11,420	$ 10,050	$ 30,334	$ 28,380
Hank Leibowitz
Compensation			67,500
Accrued compensation			$ 30,000