Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 29, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | PwrCor, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Entity Central Index Key | 733,337 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 207,662,722 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 7,418,704 | ||
Trading Symbol | pwco |
BALANCE SHEET
BALANCE SHEET - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 114,217 | $ 90,764 |
Accounts receivable | 215,993 | 258,151 |
Prepaid expenses and deposits | 54,667 | 84,670 |
Total current assets | 384,877 | 433,585 |
Intangible asset - license agreement | 94,500 | 21,094 |
Fixed asset - engines | 22,154 | 13,754 |
TOTAL ASSETS | 501,531 | 468,433 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 441,950 | 336,650 |
Deferred Income | 34,587 | |
Total current liabilities | 441,950 | 371,237 |
TOTAL LIABILITIES | 441,950 | 371,237 |
STOCKHOLDERS' EQUITY | ||
Common stock value | 207,662 | 200,739 |
Additional paid-in capital | 960,224 | 311,147 |
Retained earnings (deficit) and adjustments | (1,108,305) | (414,690) |
Total stockholders' equity | 59,581 | 97,196 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 501,531 | $ 468,433 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Balance Sheet | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 325,000,000 | 325,000,000 |
Common stock, shares issued | 207,662,722 | 200,739,432 |
Common stock, shares outstanding | 207,662,722 | 200,739,432 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
INCOME | ||
Project management | $ 917,957 | $ 939,456 |
Heat conversion technology | 34,588 | 2,500 |
Other | 3,393 | 3,663 |
Total income | 955,938 | 945,619 |
EXPENSES | ||
Consulting fees | 706,197 | 726,743 |
General and administrative | 163,881 | 150,418 |
Technology research, development and fulfillment | 564,236 | |
Legal and other professional fees | 194,932 | 92,286 |
Cancellation of license agreement | 20,307 | |
Total expenses | 1,649,553 | 969,447 |
NET INCOME (LOSS) | $ (693,615) | $ (23,828) |
NET INCOME (LOSS) PER COMMON SHARE | $ 0 | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 202,552,119 | 200,609,918 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Total Stockholders' Equity |
Beginning Balance, shares at Dec. 31, 2015 | 200,512,159 | |||
Beginning Balance, amount at Dec. 31, 2015 | $ 200,512 | $ 306,374 | $ (390,862) | $ 116,024 |
Shares issued for invested capital, shares | 227,273 | |||
Shares issued for invested capital, value | $ 227 | 4,773 | 5,000 | |
Net income (loss) for the period | (23,828) | (23,828) | ||
Ending Balance, shares at Dec. 31, 2016 | 200,739,432 | |||
Ending Balance, amount at Dec. 31, 2016 | $ 200,739 | 311,147 | (414,690) | 97,196 |
Shares issued for invested capital, shares | 6,650,000 | |||
Shares issued for invested capital, value | $ 6,650 | 658,350 | 665,000 | |
Shares issued in exchange for services, shares | 150,000 | |||
Shares issued in exchange for services, value | $ 150 | 11,850 | 12,000 | |
Shares retired, shares | (210,000) | |||
Shares retired, value | $ (210) | (20,790) | (21,000) | |
Shares issued for contributed capital, shares | 333,290 | |||
Shares issued for contributed capital, value | $ 333 | (333) | ||
Net income (loss) for the period | (693,615) | (693,615) | ||
Ending Balance, shares at Dec. 31, 2017 | 207,662,722 | |||
Ending Balance, amount at Dec. 31, 2017 | $ 207,662 | $ 960,224 | $ (1,108,305) | $ 59,581 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
NET INCOME (LOSS) | $ (693,615) | $ (23,828) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Shares issued for services | 12,000 | |
Depreciation and amortization | 6,697 | 15,197 |
Provision for uncollectable receivables | 63,270 | |
Cancellation of license agreement | 20,307 | |
Changes in assets and liabilities: | ||
Decrease (increase) in accounts receivable | (21,114) | 62,786 |
Decrease (increase) in prepaid expenses | 7,991 | (28,076) |
Increase (decrease) in accounts payable and accrued expenses | (60,365) | (94,069) |
Increase (decrease) in deferred income | (34,587) | 34,587 |
Increase (decrease) in accrued engine development expense | 165,666 | |
Total adjustments | 159,865 | (9,575) |
Net cash provided (used) by operating activities | (533,750) | (33,403) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | 13,297 | |
Payment to licensor | 94,500 | |
Net cash provided (used) by investing activities | (107,797) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Common stock issued | 665,000 | 5,000 |
Net cash provided (used) by financing activities | 665,000 | 5,000 |
NET INCREASE (DECREASE) IN CASH | 23,453 | (28,403) |
CASH, BEGINNING OF PERIOD | 90,764 | 119,167 |
CASH, END OF PERIOD | 114,217 | 90,764 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Shares issued for services | 12,000 | |
Retirement of common stock | $ 21,000 | |
Intangible asset applied toward licensor debt | $ 187,000 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Organization and Nature of Business | 1. Organization and Nature of Business PwrCor, Inc. (the Company or PwrCor) was until the first quarter of 2017 named Receivable Acquisition & Management Corporation (RAMCO) and doing business as Cornerstone Sustainable Energy. RAMCO, a public reporting entity, was in the business to purchase, manage and collect defaulted consumer receivables. Cornerstone Program Advisors LLC (Cornerstone), a Delaware limited liability company formed July 26, 2010, is an energy infrastructure project management company focused on healthcare and higher learning institutions. Sustainable Energy Industries, Inc. (Sustainable) is a New York corporation involved in developing and improving the efficiency of energy infrastructure using advanced proprietary technologies. As a result of a reverse merger acquisition (the Merger) between RAMCO, Cornerstone, and Sustainable during 2013, the Company adopted a business plan to build on the business of Cornerstone and Sustainable in energy infrastructure and alternative energy. In January 2017, the Companys shareholders approved a name change to PwrCor, Inc., which became effective in March 2017. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation and Use of Estimates The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include valuation of shares issued for services, recognition of income for work completed and unbilled to customers, the allowance for doubtful accounts, and the valuation of License Agreements. Actual results could differ from those estimates. The Company believes that funds generated from operations, together with existing cash and cash infusions by major stockholders, will be sufficient to finance its operations for the next twelve months. The Company expects to seek additional capital to cover any working capital needs and its contractual obligations, and to fund growth initiatives in its identified markets. However, there can be no assurance that any new debt or equity financing arrangement will be available to the Company when needed on acceptable terms, if at all. The continued operations of the Company are dependent on its ability to raise funds, collect accounts receivable, and receive revenues. Cash The Company continually monitors its positions with, and the credit quality of, the financial institutions it invests with. From time to time, however, the Company briefly maintains balances in operating accounts in excess of federally insured limits. Accounts Receivable Receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. At December 31, 2017, an allowance for doubtful accounts was made totaling $63,270 to provide for the possibility of a revenue shortfall from the project in Modoc County, and is reflected in the accounts receivable balance on the balance sheet in the accompanying financial statements. In 2016, no allowance for doubtful accounts had been provided. Income Recognition The Company recognizes income from the sale of services and products when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable and the collectability of the related income is reasonably assured. The Company principally derives income from fees for services generated on a project-by-project basis. Prior to the commencement of a project, the Company reaches an agreement with the client on rates for services based upon the scope of the project, staffing requirements and the level of client involvement. It is the Companys policy to obtain written agreements from new clients prior to performing services. In these agreements, the clients acknowledge that they will pay based upon the amount of time spent on the project or an agreed-upon fee structure. Income for services rendered is recognized on a time and materials basis or on a fixed-fee or capped-fee basis in accordance with accounting and disclosure requirements for income recognition. Fees for services that have been performed, but for which the Company has not invoiced the customers, are recorded as unbilled receivables. Income for time and materials contracts is recognized based on the number of hours worked by the Companys subcontractors at an agreed upon rate per hour, and are recognized in the period in which services are performed. Income for time and materials contracts is billed monthly or in accordance with the specific contractual terms of each project. Income from engine sales contracts is recognized under the percentage-of-completion accounting method. The percentage completed is measured by the cost incurred to date compared to the estimated total cost on each contract. This method is used as management considers expended cost to be the best available measure of progress on these contracts, which are expected to be completed within one year. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the lives of the respective contracts. Deferred income represents the net amount due, or received, under contract terms in excess of the work completed to date. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Fixed Assets Fixed assets are being depreciated on the straight line basis over a period of five years. Accumulated depreciation at December 31, 2017 and 2016 was $12,303 and $7,406, respectively. License Agreements At the time of the Merger, Sustainable had a series of agreements including an exclusive, renewable 20-year engine technology license agreement (the Agreement) with a third party licensor that had developed engines capable of converting heat into other forms of energy. The agreements were assigned to the Company. Under the terms of the Agreement, it could be cancelled by the Company during the term once the patents upon which it was based expired. The newer of two patents expired in August of 2017, and the Company elected at that time to exercise its right to cancel the Agreement. The third party licensor had been classified in 2010 as dissolved by the Delaware Division of Corporations, and similarly by the Arizona Corporation Commission, and has not reinstated its charters. Despite this status, during July, 2017, the Company received a demand letter from the principal of that firm claiming that an aggregate total of $1,104,367 was due the firm under the Agreement, and to the principal for consulting work. The Company and its counsel believe that the claims are without merit and would vigorously defend any potential lawsuit. The Company believes it has no outstanding obligation to either party, and took the remaining unamortized asset value of the Agreement, $20,307, as a charge against earnings in the third quarter of 2017. Subsequently, in December, 2017, the Company entered into an intellectual property license agreement with Thermal Tech Holdings, LLC, a Delaware limited liability company (TTH). TTH is an entity owned equally by two entities affiliated, respectively, with two directors of the Company, who also serve in management positions with TTH. TTH is the owner of certain patent applications as well as the inventions relating to the Companys proprietary engine technology (the Licensed Patents and Technical Information). The Licensed Patents and Technical Information were developed by an independent non-profit research institute (the Contractor). All work done by the Contractor was paid for by TTH in order that TTH, rather than the Company, would be at risk if the research, development, engineering and design work were of little or no value. Furthermore, the work performed by the Contractor for TTH was confidential for competitive business reasons. The Patent License grants the Company a worldwide non-exclusive license to use the Technical Information to make, use or sell any products and/or services which would be covered by these specific Licensed Patents. However, TTH may not license any Licensed Patents and Technical Information to any competitive entity, or to any other entity without the prior written consent of the Company. The Company will pay TTH a royalty equal to five (5%) percent of the Net Revenue (as defined) of all Licensed Products covered by a Licensed Patent sold by the Company and its affiliates, as well as an initial license fee of $135,000. The Patent License will terminate upon the expiration of all Licensed Patents. The Company may terminate the agreement on ninety (90) days prior written notice. TTH may terminate the agreement on ninety (90) days prior written notice for uncured defaults (as defined). Income Taxes The Company recognizes the tax benefits of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by the tax authorities. Management has analyzed the Companys tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2014 - 2016). Basic and Diluted Net (Loss) per Share The Company computes income (loss) per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted income (loss) per share on the face of the statement of operations. Basic (loss) per share is computed by dividing net income available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. For 2017 and 2016, basic (loss) and diluted (loss) per share were the same. The warrants outstanding at December 31, 2017 are antidilutive. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. Subsequent Events Management has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements were available to be issued. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Related Party Transactions | 3. Related Party Transactions Consulting Fees Certain stockholders of the Company and entities affiliated with management that perform services for customers were compensated at various rates. Total consulting expenses incurred by these entities amounted to $520,737 and $539,118 for the years ended December 31, 2017 and 2016, respectively. Amounts payable to these entities amounted to $123,802 and $168,349 at December 31, 2017 and 2016, respectively. Prepaid Expenses Amounts were advanced in 2017 to a consultant, who is also a stockholder and officer of the Company, for travel on Company business and related work committed to be conducted in future periods under an agreement with that consultant. These advances totaled $5,000 in 2017. This amount is one third lower than the $7,500 advanced in 2016, which was repaid by retirement of shares of stock. |
License Agreement Disclosure
License Agreement Disclosure | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
License Agreement Disclosure | 4. License Agreement The agreement covering Licensed Patents and Technical Information entered into with TTH in December, 2017 provides for an initial license fee of $135,000, with certain subsequent royalty payments. Of this amount, $94,500 was paid out in December. The Company has the right to cancel the agreement upon 90 days notice. The accompanying December 31, 2017 balance sheet presents the carrying value of the license fee at $94,500, net of $0 in accumulated amortization. The carrying value of the License Agreement at December 31, 2016 relates to the agreement with a different licensor which the Company cancelled in August of 2017. The cost of the license agreement will be amortized commencing in 2018, over its estimated service period. The Company periodically performs an analysis of its contractual rights and arrangements and establishes asset value based on that analysis. |
Concentrations Disclosure
Concentrations Disclosure | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Concentrations Disclosure | 5. Concentrations The Company grants credit in the normal course of business to its customers. The Company periodically performs credit analysis and monitors the financial condition of its customers to reduce credit risk. Two customers accounted for 96.0% and 6.2% of the Companys total income during the year ended December 31, 2017, and the same two customers accounted for 95.1% and 3.8% during the year ended December 31, 2016, respectively. Two customers accounted for 90.8% and 5.4% of total net accounts receivable at December 31, 2017, accounted for 81.9% and 2.3% respectively at December 31, 2016. |
Stock Issuance, Disclosure
Stock Issuance, Disclosure | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Stock Issuance, Disclosure | 6. Stock Issuance In September and October 2017, the Company issued 6,650,000 shares of common stock at a per share price of $0.10 to thirteen individual investors in return for a capital infusion of $665,000. Each share issued was accompanied by a warrant for one-half share of common stock; the warrants are exercisable at a price of $0.30 per share. The Company claims an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. No commissions were paid and no underwriter or placement agent was involved in this transaction. The proceeds of this transaction were used for the Companys working capital and general corporate purposes. The Company also issued 150,000 shares for professional services valued at $12,000 or $0.08 per share, and also issued 333,290 shares at a per share price of $0.10 to individuals or entities related to individuals who hold management positions with the Company, in return for capital contributed in a prior period. All shares issued are restricted securities. At December 31, 2017, the Company had 3,325,000 warrants outstanding, exercisable at $0.30 per share. These warrants may be redeemed by the Company if not exercised, in whole or in part, on at least twenty days prior written notice, at a price of $.001 per share; provided the average closing bid price of the Common Stock is at or above $1.00 per share for at least twenty consecutive trading days ending with three business days prior to the redemption notice. |
Commitments, Disclosure
Commitments, Disclosure | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Commitments, Disclosure | 7. Commitments Consultants The Company entered into an agreement with Thomas Telegades, Chief Executive Officer, Interim Chief Financial Officer, and Director of the Company, under which Mr. Telegades shall serve on a full-time basis as Chief Executive Officer for a three year term beginning on May 15, 2013, which was renewed on May 15, 2016. The agreement specifies that Mr. Telegades shall be paid annual compensation of up to $150,000 for his services. The agreement includes non-competition and non-solicitation provisions which expire the later of three years from May 15, 2016, or one year following his termination or voluntary resignation. The Company entered into an agreement with Peter Fazio, the Chief Operating Officer and Director of the Company, under which Mr. Fazio shall serve on a full-time basis as Chief Operating Officer of the Company for a three year term beginning on May 15, 2013, which was renewed on May 15, 2016. The agreement specifies that Mr. Fazio shall be paid annual compensation of up to $150,000 for his services. The agreement includes non-competition and non-solicitation provisions which expire the later of three years from May 15, 2016, or one year following his termination or voluntary resignation. The Company entered into an agreement with Gramercy Ventures LLC (Gramercy), under which the manager of Gramercy, James Valentino, who is also one of the directors of the Company, serves on a full-time basis as consultant to and non-executive Chairman of the Board of the Company for a three year term beginning on July 1, 2014, which was renewed on July 1, 2017. The agreement specifies that Gramercy shall be paid an annual compensation of up to $150,000 for such services. This agreement includes non-competition and non-solicitation provisions which expire the later of three years from July 1, 2017, or one year following his termination or voluntary resignation. The Company entered into an agreement with Wallace Baker, a director of the Company, under which Mr. Baker serves on a full-time basis as Chief Administrative Officer and Secretary of the Company for a three year term beginning on July 1, 2014, which was renewed on July 1, 2017. The agreement specifies that Mr. Baker shall be paid annual compensation of up to $150,000 for his services. This agreement includes non-competition and non-solicitation provisions which expire the later of three years from July 1, 2017, or one year following his termination or voluntary resignation. For 2017 and 2016, no amounts were paid to these officers nor were any amounts accrued. Engine Agreement On December 27, 2016, the Company entered into an agreement with Modoc County, California, to supply its PwrCor engine as part of a demonstration project that will convert ultra-low-grade heat into electricity. The heat is being obtained from a geothermal hot spring which comes to the surface at temperatures of approximately 190° F. The project is being managed by Warner Mountain Energy, which specified the PwrCor engine, and is expected to be completed in the spring of 2018. Funding was arranged by Modoc County via a grant from the California Energy Commission with the Company entitled to revenues of up to $123,624 while being responsible for in-kind cost share expenses of up to $54,000. Under Modoc Countys contract, some 80% of the total project revenue was payable to the Company at or near the completion of the project. The other 20% was billed in late 2016 and received in early 2017. At year end 2017, the Company had completed 81% of its project work, and has recognized revenue of $97,858 for the year, offset by an allowance for doubtful accounts of $63,270. Depending on the progress of the installation, it is possible that the Company could incur additional unanticipated costs not to exceed an estimated 5% of the project value before all contractually related commissioning of the engine is finalized. This is in part due to delays in completion of necessary infrastructure work by other contractors at the project site, over which the Company has no control, and also in part because of an ongoing commitment by the Company to the overall success of the project. As is typically the case with these types of projects, there have been delays in the project schedule, some of which were incurred by other project participants asking the Company to make changes to the engine system and perform work in addition to that specified in its contract. The Company is tracking the additional costs associated with these changes expecting to be compensated accordingly for these change orders. However, final negotiations, contractual changes, grant limitations, and the requirement of the California Energy Commission to close out the funding grant at the end of the first quarter of 2018 make it increasingly uncertain that full potential revenue amounts may be realized, or that the full amount of the Companys change orders will be reimbursed. Accordingly, the Company has taken an allowance against project revenue as noted above. Furthermore, the Company remains required to fulfill its in-kind cost share contribution of $54,000 as called for in its contract with Modoc County, and the Company expects to have completely fulfilled its in-kind cost share contribution by the end of the first quarter of 2018. |
Income Taxes, Disclosure
Income Taxes, Disclosure | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Income Taxes, Disclosure | 8. Income Taxes There was no provision for income tax for the years ended December 31, 2017 and 2016. The Company files a consolidated federal income tax return. On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted by the U.S. Among the changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. Federal income tax rate applicable to corporations from 35% to 21%, effective January 1, 2018. The difference between the basis of assets and liabilities for financial and income tax reporting are not considered material. There were approximately $1,130,000 in net operating loss carryforwards at December 31, 2017, and approximately $870,000 at December 31, 2016, representing a potential deferred tax asset. The deferred tax asset amounted to approximately $237,000 at December 31, 2017 due to declining corporate tax rates, but was calculated at $290,000 at December 31, 2016 when rates were higher. For net operating losses prior to the Merger, net operating loss carryforwards are subject to limitations as a result of a change in ownership as defined by IRC Section 382. Upon an assessment of the potential of realizing these deferred tax assets in the future, an offsetting valuation allowance has been established for the full amount of the deferred tax assets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Subsequent Events | 9. Subsequent Events At the Company shareholder meeting held January 20, 2017, shareholders by a very large margin approved a reverse stock split within one year and corresponding amendment to the Certificate of Incorporation. Because the reverse stock split had not yet taken place, it was extended two more years by majority shareholder vote on January 5, 2018. |
Significant Accounting Polici16
Significant Accounting Policies: Basis of Presentation and Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates required to be made by management include valuation of shares issued for services, recognition of income for work completed and unbilled to customers, the allowance for doubtful accounts, and the valuation of License Agreements. Actual results could differ from those estimates. The Company believes that funds generated from operations, together with existing cash and cash infusions by major stockholders, will be sufficient to finance its operations for the next twelve months. The Company expects to seek additional capital to cover any working capital needs and its contractual obligations, and to fund growth initiatives in its identified markets. However, there can be no assurance that any new debt or equity financing arrangement will be available to the Company when needed on acceptable terms, if at all. The continued operations of the Company are dependent on its ability to raise funds, collect accounts receivable, and receive revenues. |
Significant Accounting Polici17
Significant Accounting Policies: Cash Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Cash Policy | Cash The Company continually monitors its positions with, and the credit quality of, the financial institutions it invests with. From time to time, however, the Company briefly maintains balances in operating accounts in excess of federally insured limits. |
Significant Accounting Polici18
Significant Accounting Policies: Accounts Receivable Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Accounts Receivable Policy | Accounts Receivable Receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. At December 31, 2017, an allowance for doubtful accounts was made totaling $63,270 to provide for the possibility of a revenue shortfall from the project in Modoc County, and is reflected in the accounts receivable balance on the balance sheet in the accompanying financial statements. In 2016, no allowance for doubtful accounts had been provided. |
Significant Accounting Polici19
Significant Accounting Policies: Income Recognition Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Income Recognition Policy | Income Recognition The Company recognizes income from the sale of services and products when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable and the collectability of the related income is reasonably assured. The Company principally derives income from fees for services generated on a project-by-project basis. Prior to the commencement of a project, the Company reaches an agreement with the client on rates for services based upon the scope of the project, staffing requirements and the level of client involvement. It is the Companys policy to obtain written agreements from new clients prior to performing services. In these agreements, the clients acknowledge that they will pay based upon the amount of time spent on the project or an agreed-upon fee structure. Income for services rendered is recognized on a time and materials basis or on a fixed-fee or capped-fee basis in accordance with accounting and disclosure requirements for income recognition. Fees for services that have been performed, but for which the Company has not invoiced the customers, are recorded as unbilled receivables. Income for time and materials contracts is recognized based on the number of hours worked by the Companys subcontractors at an agreed upon rate per hour, and are recognized in the period in which services are performed. Income for time and materials contracts is billed monthly or in accordance with the specific contractual terms of each project. Income from engine sales contracts is recognized under the percentage-of-completion accounting method. The percentage completed is measured by the cost incurred to date compared to the estimated total cost on each contract. This method is used as management considers expended cost to be the best available measure of progress on these contracts, which are expected to be completed within one year. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the lives of the respective contracts. Deferred income represents the net amount due, or received, under contract terms in excess of the work completed to date. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. |
Significant Accounting Polici20
Significant Accounting Policies: Fixed Assets Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Fixed Assets Policy | Fixed Assets Fixed assets are being depreciated on the straight line basis over a period of five years. Accumulated depreciation at December 31, 2017 and 2016 was $12,303 and $7,406, respectively. |
Significant Accounting Polici21
Significant Accounting Policies: License Agreement Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
License Agreement Policy | License Agreements At the time of the Merger, Sustainable had a series of agreements including an exclusive, renewable 20-year engine technology license agreement (the Agreement) with a third party licensor that had developed engines capable of converting heat into other forms of energy. The agreements were assigned to the Company. Under the terms of the Agreement, it could be cancelled by the Company during the term once the patents upon which it was based expired. The newer of two patents expired in August of 2017, and the Company elected at that time to exercise its right to cancel the Agreement. The third party licensor had been classified in 2010 as dissolved by the Delaware Division of Corporations, and similarly by the Arizona Corporation Commission, and has not reinstated its charters. Despite this status, during July, 2017, the Company received a demand letter from the principal of that firm claiming that an aggregate total of $1,104,367 was due the firm under the Agreement, and to the principal for consulting work. The Company and its counsel believe that the claims are without merit and would vigorously defend any potential lawsuit. The Company believes it has no outstanding obligation to either party, and took the remaining unamortized asset value of the Agreement, $20,307, as a charge against earnings in the third quarter of 2017. Subsequently, in December, 2017, the Company entered into an intellectual property license agreement with Thermal Tech Holdings, LLC, a Delaware limited liability company (TTH). TTH is an entity owned equally by two entities affiliated, respectively, with two directors of the Company, who also serve in management positions with TTH. TTH is the owner of certain patent applications as well as the inventions relating to the Companys proprietary engine technology (the Licensed Patents and Technical Information). The Licensed Patents and Technical Information were developed by an independent non-profit research institute (the Contractor). All work done by the Contractor was paid for by TTH in order that TTH, rather than the Company, would be at risk if the research, development, engineering and design work were of little or no value. Furthermore, the work performed by the Contractor for TTH was confidential for competitive business reasons. The Patent License grants the Company a worldwide non-exclusive license to use the Technical Information to make, use or sell any products and/or services which would be covered by these specific Licensed Patents. However, TTH may not license any Licensed Patents and Technical Information to any competitive entity, or to any other entity without the prior written consent of the Company. The Company will pay TTH a royalty equal to five (5%) percent of the Net Revenue (as defined) of all Licensed Products covered by a Licensed Patent sold by the Company and its affiliates, as well as an initial license fee of $135,000. The Patent License will terminate upon the expiration of all Licensed Patents. The Company may terminate the agreement on ninety (90) days prior written notice. TTH may terminate the agreement on ninety (90) days prior written notice for uncured defaults (as defined). |
Significant Accounting Polici22
Significant Accounting Policies: Income Taxes Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Income Taxes Policy | Income Taxes The Company recognizes the tax benefits of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by the tax authorities. Management has analyzed the Companys tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (2014 - 2016). |
Significant Accounting Polici23
Significant Accounting Policies: Basic and Diluted Net Income (loss) Per Share Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Basic and Diluted Net Income (loss) Per Share Policy | Basic and Diluted Net (Loss) per Share The Company computes income (loss) per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted income (loss) per share on the face of the statement of operations. Basic (loss) per share is computed by dividing net income available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive income (loss) per share excludes all potential common shares if their effect is anti-dilutive. For 2017 and 2016, basic (loss) and diluted (loss) per share were the same. The warrants outstanding at December 31, 2017 are antidilutive. |
Significant Accounting Polici24
Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers In August 2014, the FASB issued Accounting Standards Update No. 2014-15: Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern All other accounting standards that have been issued or proposed by the FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
Significant Accounting Polici25
Significant Accounting Policies: Subsequent Events Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Subsequent Events Policy | Subsequent Events Management has evaluated subsequent events for disclosure and/or recognition in the financial statements through the date that the financial statements were available to be issued. |
Significant Accounting Polici26
Significant Accounting Policies: Accounts Receivable Policy (Details) | Dec. 31, 2017USD ($) |
Details | |
Allowance for doubtful accounts | $ 63,270 |
Significant Accounting Polici27
Significant Accounting Policies: Fixed Assets Policy (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Accumulated depreciation | $ 12,303 | $ 7,406 |
Significant Accounting Polici28
Significant Accounting Policies: License Agreement Policy (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Details | |
Cancellation of license agreement | $ 20,307 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Consulting expenses with related parties | $ 520,737 | $ 539,118 |
Amounts payable to related parties | 123,802 | 168,349 |
Amounts advanced to a related party | $ 5,000 | $ 7,500 |
License Agreement Disclosure (D
License Agreement Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Payment to licensor | $ 94,500 | |
Intangible asset - license agreement | $ 94,500 | $ 21,094 |
Concentrations Disclosure (Deta
Concentrations Disclosure (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Volume of income generated with particular customer | Two customers accounted for 96.0% and 6.2% | two customers accounted for 95.1% and 3.8% |
Volume of accounts receivable with particular customer | Two customers accounted for 90.8% and 5.4% | 81.9% and 2.3% |
Stock Issuance, Disclosure (Det
Stock Issuance, Disclosure (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Common stock issued for cash | shares | 6,650,000 |
Price per share sold | $ / shares | $ 0.10 |
Proceeds from common stock issued for cash | $ | $ 665,000 |
Common stock issued for services | shares | 150,000 |
Value of common stock issued for services | $ | $ 12,000 |
Common stock issued for contributed capital | shares | 333,290 |
Warrants outstanding | shares | 3,325,000 |
Warrants exercise price per share | $ / shares | $ 0.30 |
Shares for professional services | |
Value assigned per share | $ / shares | 0.08 |
Shares for capital contributed | |
Value assigned per share | $ / shares | $ 0.10 |
Commitments, Disclosure (Detail
Commitments, Disclosure (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Compensation Agreements with Officers and Consultants | For 2017 and 2016, no amounts were paid to these officers nor were any amounts accrued |
Allowance for doubtful accounts | $ 63,270 |
Annual Agreement with Thomas Telegades, Chief Executive Officer (compensation up to) | |
Commitments and obligations | 150,000 |
Annual Agreement with Peter Fazio, the Chief Operating Officer (compensation up to) | |
Commitments and obligations | 150,000 |
Annual Agreement with Gramercy Ventures LLC (compensation up to) | |
Commitments and obligations | 150,000 |
Annual Agreement with Wallace Baker (compensation up to) | |
Commitments and obligations | 150,000 |
Engine Agreement, revenues entitled to (up to) | |
Commitments and obligations | 123,624 |
Recognized revenue | 97,858 |
Allowance for doubtful accounts | $ 63,270 |
Income Taxes, Disclosure (Detai
Income Taxes, Disclosure (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Net operating loss carryforwards | $ 1,130,000 | $ 870,000 |
Deferred tax assets | $ 237,000 | $ 290,000 |