374Water (SCWO) 10-Q 16 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 13, 2020
Document and Entity Information:
Entity Registrant Name	POWERVERDE, INC.
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Amendment Flag	false
Entity Central Index Key	0000933972
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		27,747,698
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Current Reporting Status	Yes
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Interactive Data Current	Yes
Entity File Number	000-27866
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current Assets:
Cash	$ 138,991	$ 20,033
Accounts receivable	19,000	6,000
Prepaid expenses	14,224	11,460
Total Current Assets	172,215	37,493
Current Liabilities:
Accounts payable and accrued expenses	186,418	101,131
Total Current Liabilities	186,418	101,131
Long Term Liabilities
Convertible notes payable to related parties, net of debt discount and issuance costs	228,244	211,900
Convertible notes payable, net of debt discount and issuance costs	245,511	94,354
Total Long Term Liabilities	473,755	306,254
Total Liabilities	660,173	407,385
Stockholders' Deficit
Preferred Stock: 50,000,000 preferred shares authorized, 0 preferred shares issued at September 30, 2020 and December 31, 2019	0	0
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 40,300,106 common shares issued; 27,747,698 and 31,750,106 common shares outstanding at September 30, 2020 and December 31, 2019, respectively	3,981	3,981
Additional paid-in capital	13,165,280	12,689,980
Treasury stock, 12,577,408 and 8,550,000 shares at cost, respectively	(791,139)	(491,139)
Accumulated deficit	(12,866,080)	(12,572,714)
Total Stockholders' Deficit	(487,958)	(369,892)
Total Liabilities and Stockholders' Deficit	$ 172,215	$ 37,493

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Assets
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	40,300,106	40,300,106
Common Stock, shares outstanding	27,747,698	31,750,106
Treasury stock	12,577,408	8,550,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues [Abstract]
Revenue	$ 6,000	$ 3,000	$ 25,000	$ 9,000
Operating Expenses
Research and development	22,500	114,620	79,939	184,301
General and administrative	82,927	49,938	190,154	159,326
Total Operating Expenses	105,427	164,558	270,093	343,627
Loss from Operations	(99,427)	(161,558)	(245,093)	(334,627)
Other Income (Expenses)
Loss on impairment	0	0	0	(69,178)
Interest expense	(23,124)	(9,265)	(48,273)	(23,009)
Total Other Expenses	(23,124)	(9,265)	(48,273)	(92,187)
Loss before Income Taxes	(23,124)	(9,265)	(293,366)	(92,187)
Provision for Income Taxes	0	0	0	0
Net Loss	$ (122,551)	$ (170,823)	$ (293,366)	$ (426,814)
Net Loss per Share - Basic and Diluted	$ 0	$ 0	$ (0.01)	$ (0.01)
Weighted Average Common Shares Outstanding - Basic and Diluted	31,706,602	31,750,106	31,735,499	31,750,106

Condensed Consolidated Changes

Condensed Consolidated Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit	Total
Balance at Dec. 31, 2018	$ 3,981	$ 12,609,980	$ (491,139)	$ (12,057,798)	$ 65,024
Balance, Shares at Dec. 31, 2018	31,750,106
Stock based compensation		80,000			80,000
Net loss				(426,814)	(426,814)
Balance at Sep. 30, 2019	$ 3,981	12,689,980	(491,139)	(12,484,612)	(281,790)
Balance, Shares at Sep. 30, 2019	31,750,106
Balance at Jun. 30, 2019	$ 3,981	12,609,980	(491,139)	(12,313,789)	(190,967)
Balance, Shares at Jun. 30, 2019	31,750,106
Stock based compensation		80,000			80,000
Net loss				(170,823)	(170,823)
Balance at Sep. 30, 2019	$ 3,981	12,689,980	(491,139)	(12,484,612)	(281,790)
Balance, Shares at Sep. 30, 2019	31,750,106
Balance at Dec. 31, 2019	$ 3,981	12,689,980	(491,139)	(12,572,714)	(369,892)
Balance, Shares at Dec. 31, 2019	31,750,106
Repurchase of Common Stock Shares from related party, value			(300,000)		(300,000)
Repurchase of Common Stock Shares from related party, Shares	(4,027,408)
Issuance of Common Stock, value		3,000			3,000
Issuance of Common Stock, Shares	25,000
Beneficial Conversion Feature on Convertible Notes Payable		472,300			472,300
Net loss				(293,366)	(293,366)
Balance at Sep. 30, 2020	$ 3,981	13,165,280	(791,139)	(12,866,080)	(487,958)
Balance, Shares at Sep. 30, 2020	27,747,698
Balance at Jun. 30, 2020	$ 3,981	12,689,980	(491,139)	(12,743,529)	(540,707)
Balance, Shares at Jun. 30, 2020	31,750,106
Repurchase of Common Stock Shares from related party, value			(300,000)		(300,000)
Repurchase of Common Stock Shares from related party, Shares	(4,027,408)
Issuance of Common Stock, value		3,000			3,000
Issuance of Common Stock, Shares	25,000
Beneficial Conversion Feature on Convertible Notes Payable		472,300			472,300
Net loss				(122,551)	(122,551)
Balance at Sep. 30, 2020	$ 3,981	$ 13,165,280	$ (791,139)	$ (12,866,080)	$ (487,958)
Balance, Shares at Sep. 30, 2020	27,747,698

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash Flows from Operating Activities
Net loss	$ (293,366)	$ (426,814)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Impairment of intangible assets	0	69,178
Depreciation and amortization	0	5,633
Amortization of debt issuance costs	10,060	5,097
Amortization of debt discount	6,366	0
Stock based compensation	0	80,000
Changes in operating assets and liabilities
Accounts receivable and prepaid expenses	(15,764)	(7,393)
Accounts payable and accrued expenses	85,287	21,921
Cash Used In Operating Activities	(207,417)	(252,378)
Cash Flows from Financing Activities
Proceeds from convertible notes payable, related parties	50,000	200,000
Proceeds from convertible notes payable	586,000	100,000
Payments for debt issuance costs	(12,625)	(24,000)
Proceeds from warrant exercise	3,000	0
Payment for stock repurchase from related party	(300,000)	0
Cash provided by Financing Activities	326,375	276,000
Net Change in Cash	118,958	23,622
Cash at Beginning of Period	20,033	8,482
Cash at End of Period	138,991	32,104
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	0	10,747
Cash paid during the period for income taxes	0	0
Noncash Financing Activities
Beneficial conversion feature on convertible notes payable	$ 472,300	$ 0

Nature of Business and Presenta

Nature of Business and Presentation of Financial Statements	9 Months Ended
	Sep. 30, 2020
Financial Statements
Nature of Business and Presentation of Financial Statements	Note 1 – Nature of Business and Presentation of Financial Statements 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. No material revenues from this planned principal operation have been generated since inception. Revenues to date have been from assembly services provided to one customer. Presentation of 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, 2019 filed with the Securities and Exchange Commission (“SEC”) on April 14, 2020. The results of operations for the three and nine months ended September 30, 2020, 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, 2020
Going Concern:
Going Concern	Note 2 – Going Concern The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As of September 30, 2020, we had a working capital deficit of $14,203 compared to a working capital deficit of $63,638 at December 31, 2019. This decrease in the working capital deficit is due primarily to cash raised through related and nonrelated party convertible notes payable financing. As of September 30, 2020, the Company has an accumulated deficit of $12,866,080. For the nine months ended September 30, 2020, the Company had a net loss of $293,366 and $207,417 of net cash used in operations for the period. 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 and the Company’s revenue since this expiration have been minimal. 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. These financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Policy Text Block [Abstract]
Summary of Significant Accounting Policies	Note 3 – Summary of Significant Accounting Policies Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company held no cash equivalents as of September 30, 2020 and December 31, 2019. Accounts Receivable and Concentration Accounts receivable consist of balances due from assembly services. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2020 and December 31, 2019, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. At September 30, 2020 and December 31, 2019, accounts receivable were due from one customer. Revenue Recognition and Concentration The Company follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. Royalties are recognized as earned in the period the sales to which the royalties relate occur. The Company has not yet generated any royalty revenues. Manufacturing assembly services are recognized as revenue when the assembled product is delivered to the customer and the Company has completed its performance obligations. Revenues for the three and nine months ended September 30, 2020 and 2019 were generated from manufacturing assembly services and are from one customer. 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. As of June 2019, the Company recognized an impairment loss of $69,178. The intellectual property was fully amortized as of December 31, 2019. 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. 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. 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. 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, 2020 and December 30, 2019. Income Tax Policy The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. 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 $79,939 and $184,301 for the nine months ended September 30, 2020 and 2019, respectively. The expenditures amounted to $22,500 and $114,620 for the three months ended September 30, 2020 and 2019, respectively. Earnings (Loss) Per Share Earnings (loss) per share is computed in accordance with FASB ASC Topic 260, “Earnings per Share”. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Certain common stock equivalents were not included in the earnings (loss) per share calculation as their effect would be anti-dilutive. Warrants exercisable for 950,000 and 975,000 shares as of September 30, 2020 and September 30, 2019, respectively, were excluded from weighted average common shares outstanding on a diluted basis as well as options for 12,180,500 shares. Financial Instruments The Company carries cash, accounts receivable, accounts payable, accrued expenses and convertible 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, 2020
Recent Accounting Prouncements
Recent Accounting Pronouncements	Note 4 – Recent Accounting Pronouncements In August, 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt-Debt with Conversion and other options” which simplifies the accounting for convertible debt instruments and convertible preferred stock. The ASU is effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact ASU 2020-06 could have on its financial statements. There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position, operating results, or cash flows.

Intellectual Property and Licen

Intellectual Property and License Agreement	9 Months Ended
	Sep. 30, 2020
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. In the second quarter of 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. For the nine months ended September 30, 2020 and 2019, amortization expense was $0 and $5,000, respectively.

Convertible Notes Payable to Re

Convertible Notes Payable to Related and Nonrelated Parties	9 Months Ended
	Sep. 30, 2020
Notes Payable to Related Parties
Convertible Notes Payable to Related and Nonrelated Parties	Note 6 - Convertible Notes Payable to Related and Nonrelated Parties In January, March, and May 2019, the Company issued Convertible Promissory Notes totaling $200,000 to stockholders and $100,000 convertible note payable to a nonrelated party. 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 December 2019, the Company issued a Convertible Promissory Note in the principal amount of $25,000 to a stockholder in connection with a loan in the same amount. The note is to be paid in one principal payment, along with any unpaid interest by December 31, 2022. Interest is payable semiannually at 10%. The note is convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of December 31, 2022. In March 2020, the Company issued a Convertible Promissory Note in the principal amount of $100,000 to a nonrelated party in connection with a loan in the same amount. The note is to be paid in one principal payment, along with any unpaid interest by December 31, 2022. Interest is payable semiannually at 10%. The note is convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of December 31, 2022. In June 2020, the Company issued a Convertible Promissory Note in the principal amount of $25,000 to a stockholder in connection with a loan in the same amount. The note is to be paid in one principal payment, along with any unpaid interest by July 31, 2023. Interest is payable semiannually at 10%. The note is convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of July 31, 2023. In the third quarter 2020, the Company issued Convertible Promissory Notes totaling $511,000, of which $25,000 was with a stockholder and the remaining $486,000 was with nonrelated accredited investors in connection with loans for the same amount. The notes are to be paid in one principal payment, along with any unpaid interest by December 31, 2023. Interest is payable semiannually at 10% on June 30 and December 31. The notes are convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of December 31, 2023. Consequently, the Company has outstanding Convertible Promissory Notes in an aggregate principal amount of $961,000 through September 30, 2020, of which $275,000 are due to related parties and $686,000 are to nonrelated parties. See Note 11 for further related party transactions. Total interest accrued of $13,564 and $185 as of September 30, 2020 and December 31, 2019, respectively, is included in the Accounts payable and accrued expenses on the Condensed Consolidated Balance Sheets. The convertible promissory notes that were issued in the third quarter 2020 included a beneficial conversion feature, which is recorded as a discount against the notes and amortized through the earlier of the conversion into common stock, or the maturity date. Amortization of the debt discount is reported as interest expense in the income statement. The total debt discount associated with the beneficial conversion feature for the three and nine months ended September 30, 2020 was $472,300. Total amortization associated with the beneficial conversion feature debt discount was $6,366 for the three and nine months ended September 30, 2020 Total debt issuance costs were $2,025 and $12,625 for the three and nine months ended September 30, 2020, respectively. Total amortization associated with the debt issuance costs paid was $3,193 and $10,060 for the three and nine months ended September 30, 2020. Convertible Notes Payable at September 30, 2020 and December 31, 2019 consisted of the following: September 30, 2020 December 31, 2019 Convertible notes payable to related parties $ 275,000 $ 225,000 Less: Unamortized debt discount 35,336 — Unamortized debt issuance costs 11,420 13,100 Total convertible notes payable to related parties $ 228,244 $ 211,900 Convertible notes payable $ 686,000 $ 100,000 Less: Unamortized debt discount 430,596 Unamortized debt issuance costs 9,893 5,646 Total convertible notes payable $ 245,511 $ 94,354

Warrants

Warrants	9 Months Ended
	Sep. 30, 2020
Warrants Abstract
Warrants	Note 7 – Warrants A summary of warrants issued, exercised and expired during the nine months ended September 30, 2020 is as follows: Shares Weighted Average Exercise Price Intrinsic Value Balance at December 31, 2019 975,000 $ .11 $ 0 Exercised (25,000 ) .12 — Balance at September 30, 2020 950,000 $ .11 $ 225,000 On September 30, 2020, a shareholder exercised a warrant for 25,000 shares at $0.12 per share, totaling $3,000.

Stock Options

Stock Options	9 Months Ended
	Sep. 30, 2020
Stock Options
Stock Options	Note 8 – Stock Options Stock option activity for the nine months ended September 30, 2020, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2019 12,180,500 $ 0.21 5.59 Options outstanding and exercisable at September 30, 2020 12,180,500 $ 0.20 4.88 Total stock option compensation for the nine months ended September 30, 2020 and 2019 was $0 and $80,000, respectively. There is no unrecognized compensation expense associated with the options.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Stockholders' Equity	Note 9 – Stockholders’ Equity During the nine months ended September 30, 2020, a shareholder exercised a warrant for 25,000 shares at $0.12 per share, totaling $3,000. The Company also purchased from George Konrad, the Company’s founder and former CEO and Director (“Konrad”) all of Konrad’s 4,027,408 shares of Company common stock (the “Shares”), representing 12.7% of the Company’s issued and outstanding common stock, for an aggregate price of $300,000 ($.074 per share). The Company raised the funds used for the purchase of the shares through a private placement of convertible notes to stockholders and accredited investors (see Note 7).

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2020
Commitment and Contingencies:
Commitments and Contingencies	Note 10 - 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. As of September 30, 2020, no royalties have been paid on this agreement. 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: $25,000 and $9,000 for the nine months ended September 30, 2020 and 2019, respectively and $6,000 and $3,000 for the three months ended September 30, 2020 and 2019, respectively. On September 20, 2020, the Company signed a Binding Letter of Intent for a merger (the “LOI”) with 374Water Inc. (“374Water”) a privately-held company based in Durham, North Carolina www.374water.com. Subject to the terms and conditions set forth in the LOI, 374Water will merge into a newly- formed wholly-owned subsidiary of the Company (the “Sub”), with the Sub as the surviving corporation (the “Merger”). Upon closing of the Merger, the Company will issue new shares of common stock to 374Water shareholders such that 374Water shareholders will own approximately 60% of the combined company, and the Company’s shareholders will own approximately 40%. The Merger is subject to adjustments for liabilities, and the closing is contingent on the achievement of certain milestones and satisfaction of conditions by both parties prior to closing, including the raising of net proceeds of at least $6.25 million of additional capital pursuant to a private placement by March 31, 2021.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2020
Related Party Transactions
Related Party Transactions	Note 11 - Related Party Transactions 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. On September 1, 2020, the Company entered into a one-year employment agreement with Mr. Bogar at an annual salary of $90,000; however, the Company will be permitted to defer payment of the salary to the extent required to maintain solvency. Mr. Bogar was owed accrued compensation of $7,500 and $0 as of September 30, 2020 and December 31, 2019, respectively, which is presented in accounts payable and accrued expenses on the condensed consolidated balance sheets. 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 $33,200 and $19,100 for its services in the nine months ended September 30, 2020 and 2019, respectively. The Company’s consultant and shareholder Hank Leibowitz receives compensation of $7,500 per month, totaling $45,000 for the nine months ended September 30, 2020 and 2019. Mr. Leibowitz was owed accrued compensation of $113,327 and $52,500 as of September 30, 2020 and December 31, 2019, respectively, which is presented in accounts payable and accrued expenses on the condensed consolidated balance sheets. In connection with the convertible notes that were issued in 2019 and the first quarter of 2020, the Company accrued an 8% finder’s fee to its Chief Executive Officer, Richard Davis, totaling $34,000. For the convertible note that was issued in the second quarter of 2020, the Company accrued a 6.4% finder’s fee to Mr. Davis, totaling $1,600. For the convertible note that was issued in the third quarter of 2020, the Company accrued a 6.4% finder’s fee to Mr. Davis, totaling $2,025. On September 1, 2020, the Company entered into a one-year employment agreement with Mr. Davis at an annual salary of $90,000; however, the Company will be permitted to defer payment of the salary to the extent required to maintain solvency. As per the terms of the agreement, Mr. Davis agreed to waive all rights to the finder’s fees. Mr. Davis was owed accrued compensation of $7,500 and $0 as of September 30, 2020 and December 31, 2019, respectively, which is presented in accounts payable and accrued expenses on the condensed consolidated balance sheets. On September 30, 2020, the Company purchased from George Konrad, the Company’s founder and former CEO and Director (“Konrad”) all of Konrad’s 4,027,408 shares of Company common stock (the “Shares”), representing 12.7% of the Company’s issued and outstanding common stock, for an aggregate price of $300,000 ($.074 per share). The Company raised the funds used for the purchase of the shares through a private placement of convertible notes to stockholders and accredited investors. See Note 6 for convertible notes payable with related parties.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 12 – Subsequent Events In October 2020, the Company issued Convertible Promissory Notes totaling $250,000, to stockholders and accredited investors in connection with loans in the same amount. Each note is to be paid in one principal payment, along with any unpaid interest by December 31, 2023. Interest is payable semiannually at 10%. Each note is convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of December 31, 2023.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Policy Text Block [Abstract]
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. The Company held no cash equivalents as of September 30, 2020 and December 31, 2019.
Accounts Receivables	Accounts Receivable and Concentration Accounts receivable consist of balances due from assembly services. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2020 and December 31, 2019, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided. At September 30, 2020 and December 31, 2019, accounts receivable were due from one customer.
Revenue Recognition	Revenue Recognition and Concentration The Company follows the revenue standards of Financial Accounting Standards Board Update No. 2014-09: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation. Royalties are recognized as earned in the period the sales to which the royalties relate occur. The Company has not yet generated any royalty revenues. Manufacturing assembly services are recognized as revenue when the assembled product is delivered to the customer and the Company has completed its performance obligations. Revenues for the three and nine months ended September 30, 2020 and 2019 were generated from manufacturing assembly services and are from one customer.
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. As of June 2019, the Company recognized an impairment loss of $69,178. The intellectual property was fully amortized as of December 31, 2019. 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. 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.
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.
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, 2020 and December 30, 2019.
Income Tax Policy	Income Tax Policy The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
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 $79,939 and $184,301 for the nine months ended September 30, 2020 and 2019, respectively. The expenditures amounted to $22,500 and $114,620 for the three months ended September 30, 2020 and 2019, respectively.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Earnings (loss) per share is computed in accordance with FASB ASC Topic 260, “Earnings per Share”. Diluted earnings per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Certain common stock equivalents were not included in the earnings (loss) per share calculation as their effect would be anti-dilutive. Warrants exercisable for 950,000 and 975,000 shares as of September 30, 2020 and September 30, 2019, respectively, were excluded from weighted average common shares outstanding on a diluted basis as well as options for 12,180,500 shares.
Financial instruments	Financial Instruments The Company carries cash, accounts receivable, accounts payable, accrued expenses and convertible 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.

Convertible Notes Payable to _2

Convertible Notes Payable to Related Parties (Tables)	9 Months Ended
	Sep. 30, 2020
Notes Payable to Related Parties
Convertible Notes Payable	Convertible Notes Payable at September 30, 2020 and December 31, 2019 consisted of the following: September 30, 2020 December 31, 2019 Convertible notes payable to related parties $ 275,000 $ 225,000 Less: Unamortized debt discount 35,336 — Unamortized debt issuance costs 11,420 13,100 Total convertible notes payable to related parties $ 228,244 $ 211,900 Convertible notes payable $ 686,000 $ 100,000 Less: Unamortized debt discount 430,596 Unamortized debt issuance costs 9,893 5,646 Total convertible notes payable $ 245,511 $ 94,354

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2020
Warrants Abstract
Summary of warrants	A summary of warrants issued, exercised and expired during the nine months ended September 30, 2020 is as follows: Shares Weighted Average Exercise Price Intrinsic Value Balance at December 31, 2019 975,000 $ .11 $ 0 Exercised (25,000 ) .12 — Balance at September 30, 2020 950,000 $ .11 $ 225,000

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
	Sep. 30, 2020
Stock Options
Stock Option	Stock option activity for the nine months ended September 30, 2020, is summarized as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2019 12,180,500 $ 0.21 5.59 Options outstanding and exercisable at September 30, 2020 12,180,500 $ 0.20 4.88

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Going Concern Details Narrative
Working capital deficit	$ (14,203)		$ (14,203)		$ (63,638)
Accumulated deficit	(12,866,080)		(12,866,080)		$ (12,572,714)
Net loss	$ (122,551)	$ (170,823)	(293,366)	$ (426,814)
Net cash used in operations			$ (207,417)	$ (252,378)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Allowance for doubtful accounts	$ 0		$ 0		$ 0
Research and development cost	22,500	$ 114,620	79,939	$ 184,301
Impairment charge		$ 69,178
Uncertain tax positions	0		0		0
Cash equivalents	$ 0		$ 0		$ 0
Warrants
Antidilutive Excluded from Computation of Earnings Per Share, Amount			950,000	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, 2020	Sep. 30, 2019
Amortization expense			$ 0	$ 5,000
Impairment charge		$ 69,178
Helidyne LLC [Member]
Commercial royalty obligation	$ 100,000
Annual royalty	$ 50,000

Convertible Notes Payable to _3

Convertible Notes Payable to Related and Nonrelated Parties (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Notes Payable to Related Parties
Convertible notes payable to related parties	$ 275,000	$ 225,000
Unamortized debt discount	35,336
Unamortized debt issuance costs	11,420	13,100
Total convertible notes payable to related parties	275,000	225,000
Convertible notes payable to related parties	686,000	100,000
Less: Unamortized debt costs	430,596	0
Less: Unamortized debt issuance costs	9,893	5,646
Total convertible notes payable	$ 245,511	$ 94,354

Convertible Notes Payable to _4

Convertible Notes Payable to Related and Nonrelated Parties (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended	5 Months Ended	9 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2020	May 31, 2019	Sep. 30, 2020
Notes payable to stockholders			$ 100,000	$ 686,000		$ 686,000
Interest accrued			185	13,564		13,564
Beneficial conversion feature				472,300		472,300
Amortization of debt discount				6,366		6,366
Debt issuance costs				2,025		12,625
Amortization of debt issuance costs				3,193		10,060
Convertible Promissory Notes
Notes payable to stockholders					$ 300,000
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.
Convertible Promissory Notes
Notes payable to stockholders			$ 25,000
Maturity date			Dec. 31, 2022
Interest rate			10.00%
Notes payable description			The notes are convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of December 31, 2022.
Convertible Promissory Notes
Notes payable to stockholders		$ 100,000
Maturity date		Dec. 31, 2022
Interest rate		10.00%
Notes payable description		The note is convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of December 31, 2022.
Convertible Promissory Notes
Notes payable to stockholders	$ 25,000			$ 511,000		$ 511,000
Maturity date	Jul. 31, 2023			Dec. 31, 2023
Interest rate	10.00%			10.00%		10.00%
Notes payable description	The note is convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of july 31, 2023.			The notes are convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of December 31, 2023.

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2020USD ($)$ / sharesshares
Warrants Abstract
Balance at beginning | shares	975,000
Shares Exercised | shares	(25,000)
Balance at end | shares	950,000
Weighted Average Exercise Price Balance at beginning	$ 0.11
Weighted Average Exercise Price Exercised	.12
Weighted Average Exercise Price Balance at end	0.11
Aggregate Intrinsic Value Balance at beginning	$ 0
Aggregate Intrinsic Value Exercised | $	$ 0
Aggregate Intrinsic Value Balance at end	$ 22,500

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Warrants Abstract
Proceeds from warrant exercise	$ 3,000	$ 0
Number of warrant exercised	25,000
Exercise price	$ 0.12

Stock Options (Details)

Stock Options (Details) - Employee Stock Option [Member]	9 Months Ended
	Sep. 30, 2020$ / sharesshares
Shares
Begining Balance | shares	12,180,500
Ending Balance | shares	12,180,500
Weighted Average Exercise Price
Options Outstanding, Begining Balance, Weighted Average Exercise Price | $ / shares	$ 0.21
Options Outstanding, Ending Balance, Weighted Average Exercise Price | $ / shares	$ 0.20
Weighted Average Remaining Contractual Life (Years)
Options outstanding Begining	5 years 7 months 2 days
Options outstanding Ending	4 years 10 months 17 days

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
Stock-based compensation expense	$ 0	$ 80,000
Unrecognized stock-based compensation	$ 0

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019
Repurchase of Common Stock Shares from related party, value	$ (300,000)	$ (300,000)
Proceeds from warrant exercise		$ 3,000	$ 0
Number of warrant exercised	25,000	25,000
Exercise price	$ 0.12	$ 0.12
Common Stock
Repurchase of Common Stock Shares from related party, value
Repurchase of Common Stock Shares from related party, Shares	(4,027,408)	(4,027,408)

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 25, 2015
Commitments and Contingencies Disclosure [Abstract]
Royalty percentage					2.00%
Revenue from product	$ 6,000	$ 3,000	$ 25,000	$ 9,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Sep. 01, 2019	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Payments to related party				$ 33,200	$ 19,100
Repurchase of Common Stock Shares from related party, value		$ (300,000)		(300,000)
Common Stock
Repurchase of Common Stock Shares from related party, value
Repurchase of Common Stock Shares from related party, Shares		(4,027,408)		(4,027,408)
Hank Leibowitz
Compensation				$ 45,000	$ 45,000
Accrued compensation		$ 113,327		113,327		$ 52,500
Richard Davis
Compensation		1,600	$ 34,000
Accrued compensation		7,500		7,500		0
Daniel Bogar
Accrued compensation		$ 7,500		$ 7,500		$ 0
Daniel Bogar | Chief Executive Officer [Member]
Option Purchased	1,000,000
Exercise price	$ 0.10
Option expiration date	Jun. 30, 2026
Annual Salary	$ 90,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member]	1 Months Ended
	Oct. 31, 2020USD ($)
Stockholder [Member]
Principal amount	$ 25,000
Maturity date	Dec. 31, 2023
Interest rate	10.00%
Common stock description	Each note is convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of December 31, 2023.
Investor [Member]
Principal amount	$ 25,000
Maturity date	Dec. 31, 2023
Interest rate	10.00%
Common stock description	Each note is convertible into common stock at a price of $.20 per share through December 31, 2020, $.30 per share from January 1, 2021 through December 31, 2021, and $.40 per share from January 1, 2022 through the maturity date of December 31, 2023.