10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-Q

S Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period ended September 30, 2012

£ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 000-27866

POWERVERDE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	88-0271109
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

420 S. Dixie Highway Suite 4-B

Coral Gables, FL 33146

(Address of principal executive offices)

(305) 666-0024

(Registrant’s telephone number including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. S Yes £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

S Yes £ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

£	Large accelerated filer	£	Accelerated filer
£	Non-accelerated filer	S	Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

£ Yes S No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 19, 2012 the issuer had 26,015,565 shares of common stock outstanding.

Index to Form 10-Q

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets at September 30, 2012 (Unaudited) and December 31, 2011	1
	Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2012 and 2011 (Unaudited)	2
	Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
PART II	OTHER INFORMATION	18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURES		20

PowerVerde, Inc. and subsidiary

(A Development Stage Company)

Condensed Consolidated Balance Sheets

	September 30, 2012			December 31, 2011
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	19,542		$	7,530
Accounts receivable		33,649			18,909
Prepaid expenses and other current assets		30,549			24,267
Trust account - restricted		403,330			—
Total Current Assets		487,070			50,706
Property and Equipment
Property and equipment, net of accumulated depreciation of $25,404 and $20,521, respectively		10,926			15,809
Other Assets
Intellectual Property, net of accumulated amortization of $109,907		549,533			—
Goodwill		2,637,760			—
Total Assets	$	3,685,289		$	66,515
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	356,155		$	139,453
Payable to related parties		297,755			39,851
Trust liability		403,330
Total Current Liabilities		1,057,240			179,304
Long-Term Liabilities
Payable to related party		—			180,988
Total Long-Term Liabilities		—			180,988
Total Liabilities		1,057,240			360,292
Stockholders’ Equity (Deficiency)
Common stock:
100,000,000 common shares authorized, par value $0.0001 per share, 28,165,565 common shares issued and outstanding at September 30, 2012 and 25,624,565 common shares issued and outstanding at December 31, 2011		3,329			3,012
Additional paid-in capital		9,470,614			4,730,724
Treasury stock, at cost, 5,050,000 shares at September 30, 2012 and 4,500,000 shares at December 31, 2011		(285,758	)		(170,758	)
Deficit accumulated in the development stage		(6,560,136	)		(4,856,755	)
Total Stockholders’ Equity/(Deficiency)		2,628,049			(293,777	)
Total liabilities and Stockholders’ Equity/(Deficiency)	$	3,685,289		$	66,515

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

PowerVerde, Inc. and subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Operations

For the three and nine months ended September 30, 2012 and 2011, and the

period from March 9, 2007 (Date of Inception) to September 30, 2012

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,						Cumulative from inception through September 30,
	2012			2011			2012			2011			2012
Revenue, Net	$	33,649		$	143,491		$	78,006		$	174,482		$	362,762
Cost of Goods Sold	$	—		$	130,000		$	—		$	136,925		$	136,925
Gross Profit	$	33,649		$	13,491		$	78,006		$	37,557		$	225,837
Operating Expenses
Research and development		124,612			236,730			996,900			795,546			3,004,580
General and administrative		280,663			299,577			773,335			1,430,599			3,444,946
Total Operating Expenses		405,275			536,307			1,770,235			2,226,145			6,449,526
Loss from Operations		(371,626	)		(522,816	)		(1,692,229	)		(2,188,588	)		(6,223,689	)
Other Income (Expenses)
Interest income		—			—			—			—			2,401
Interest expense		(3,792	)		(3,502	)		(11,152	)		(6,658	)		(354,859	)
Other Income		—			—			—			23,657			16,011
Total Other Income (Expense)		(3,792	)		(3,502	)		(11,152	)		16,999			(336,447	)
Loss before Income Taxes		(375,418	)		(526,318	)		(1,703,381	)		(2,171,589	)		(6,560,136	)
Provision for Income Taxes		—			—			—			—			—
Net Loss	$	(375,418	)	$	(526,318	)	$	(1,703,381	)	$	(2,171,589	)	$	(6,560,136	)
Net Loss per Share - Basic and Diluted	$	(0.01	)	$	(0.02	)	$	(0.06	)	$	(0.08	)
Weighted Average Common Shares Outstanding - Basic and Diluted		28,142,413			25,605,940			27,397,601			26,579,277

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

PowerVerde, Inc. and Subsidiary
(A Development Stage Company)

Consolidated Statement of Changes in Stockholders’ Equity/(Deficiency)

For the nine months ended September 30, 2012

(Unaudited)

											Deficit Accumulated during the			Total Stockholders’
	Common			Common		Paid in		Treasury			Development			Equity/
	Shares			Stock		Capital		Stock			Stage			(Deficiency)
Balances, December 31, 2011		25,624,565		$	3,012	$	4,730,724	$	(170,758	)	$	(4,856,755	)	$	(293,777	)
Sale of common stock at $1.00 per share, net of stock issuance costs of $90,600		906,000			91		815,309								815,400
Issuance of warrants for settlement with Newton							262,700								262,700
Stock-based compensation							364,907								364,907
Issuance of common stock at $1.37 per share for Cornerstone acquisition		2,260,000			226		3,095,974								3,096,200
Issuance of warrants for Cornerstone acquisition							201,000								201,000
Cancellation of shares issued for services to Del Mar Consulting		(75,000	)
Treasury Stock		(550,000	)						(115,000	)					(115,000	)
Net loss for the nine months ended September 30, 2012												(1,703,381	)		(1,703,381	)
Balances, September 30, 2012		28,165,565		$	3,329	$	9,470,614	$	(285,758	)	$	(6,560,136	)	$	2,628,049

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

PowerVerde, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2012 and 2011, and the

period from March 9, 2007 (Date of Inception) to September 30, 2012

(Unaudited)

	2012			2011			Cumulative from inception through September 30, 2012
Cash Flows from Operating Activities
Net loss	$	(1,703,381	)	$	(2,171,589	)	$	(6,560,136	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization, and impairment charges		114,790			5,505			135,311
Amortization of discount		11,153			6,658			350,845
Stock based compensation		364,907			415,908			888,056
Warrants issued for services		—			612,150			612,150
Warrants issued for settlement		262,700			—			262,700
Changes in operating assets and liabilities:
Accounts receivable and other assets		(35,020	)		(30,322	)		(78,196	)
Inventory		—						(130,000	)
Deferred Revenue		—						130,000
Accounts payable and accrued liabilities		224,463			(80,212	)		173,235
Cash Used in Operating Activities		(760,388	)		(1,241,902	)		(4,216,035	)
Cash Flows From Investing Activities
Purchase of property & equipment		—			(11,192	)		(36,330	)
Cash acquired in business acquisition		—			—			872
Cash Used in Investing Activities		—			(11,192	)		(35,458	)
Cash Flows from Financing Activities
Proceeds from issuance of common stock and warrants		906,000			1,622,250			4,558,250
Proceeds from notes payable		—			—			300,000
Payment of line of credit		—			—			(50,000	)
Payment of note payable		—			—			(90,217	)
Purchase of treasury stock		(43,000	)		—			(43,000	)
Payment of stock issuance costs		(90,600	)		(150,000	)		(403,998	)
Cash Provided by Financing Activities		772,400			1,472,250			4,271,035
Net Increase in Cash		12,012			219,156			19,542
Cash, at Beginning of Period		7,530			15,646			—
Cash, at End of Period	$	19,542		$	234,802		$	19,542
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest	$	—		$	—		$	24,221
Cash paid during the period for income taxes	$	—		$	—		$	—
Supplemental Schedule of Non-Cash Financing Activities
Common stock issued for convertible debt	$	—		$	—		$	189,261
Common stock issued for services	$	—		$	—		$	56,250
Common stock issued for acquisition of Cornerstone Conservation Group, LLC	$	3,096,200		$	—		$	3,096,200
Warrants issued in connection with acquisition of Cornerstone Conservation Group, LLC	$	201,000		$	—		$	201,000
Purchase of treasury stock with long-term related party payable	$	—		$	170,758		$	170,758
Purchase of treasury stock with long-term related party payable	$	72,000		$	—		$	72,000
Warrants issued in connection with debt	$	—		$	—		$	299,984
Common stock issued in connection with debt forgiveness and services rendered	$	—		$	—		$	250,000
Restricted cash held in trust account for stock subscription	$	403,330		$	—		$	403,330

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

PowerVerde, Inc. and Subsidiary

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2012

Note 1 – Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the 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, 2011. The results of operations for the nine months ended September 30, 2012, 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.

Note 2 – Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has had recurring operating losses and negative cash flows from operations. Those factors, as well as uncertainty in securing additional funds for continued operations, create an uncertainty about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3 – Summary of Significant Accounting Policies

Development Stage Company

The Company is a development stage company as defined in the Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities.” The Company is devoting

substantially all of its present efforts to establish a new business and none of its planned principal operations have

commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

Accounts Receivable

Accounts receivable consist of balances due from sales and royalties. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2012, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided.

Trust Account Restricted

During the three months ended September 30, 2012, the Company received $403,330 into a trust account held by the Company’s attorney for the sale of stock subscriptions. The funds were to be returned to the investors without interest if a certain stipulated amount was not raised by October 31, 2012 through the offering. The Company raised the stipulated amount required in accordance with the subscription agreements subsequent to September 30, 2012.

Revenue Recognition

Sales revenues and associated cost of sales are recognized when title of the goods sold pass to the buyer, when shipped and when accounts receivable are determined to be reasonably collectable. Certain sales agreements also require installation and training by PowerVerde once goods are received and accepted by the customer.

5

Licensing and royalty revenue from royalty agreements is recognized in accordance with the terms of the specific agreement.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major betterments and additions are capitalized, while replacement, maintenance and repairs, which do not extend the lives of the respective assets, are expensed as incurred.

Intellectual Property and Goodwill

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.

Goodwill is evaluated for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The impairment analysis involves a two step process. Step one involves the comparison of the fair value of the reporting unit to which goodwill relates (the Company’s enterprise value) to the carrying value of the reporting unit. If the fair value exceeds the carrying value, there is no impairment. If the carrying value exceeds the fair value of the reporting unit, the Company determines the implied fair value of goodwill and records an impairment charge for any excess of the carrying value of goodwill over its implied fair value.

For those reporting units with zero or negative carrying amounts, an entity must evaluate whether it is more likely than not that a goodwill impairment exists, regardless of the mathematical results of the Step 1 test. In making that determination, the entity should consider whether there are any adverse qualitative factors that could impact the amount of goodwill.

Stock-based Compensation

The Company accounts for share-based compensation in accordance with ASC Topic 718 Share-Based Payments. The Company has used the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant.

Common Stock Purchase Warrants

The Company accounts for common stock purchase warrants in accordance with ASC Topic 815- 40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”). Based on the provisions of ASC 815- 40, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

Accounting for Uncertainty in Income Taxes

The Company applies the accounting standard regarding “Accounting for Uncertain Tax Positions” 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. The standard also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

6

Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our consolidated financial statements. Our evaluation was performed for the tax years ended December 31, 2008, 2009, 2010 and 2011, the tax years which remain subject to examination by major tax jurisdictions as of September 30, 2012.

We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. In the event we have received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as selling, general and administrative expense.

Research and Development Costs

The Company’s research and development costs are expensed in the period in which they are incurred.

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.

Financial Instruments and Fair Values

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument.

The carrying amount of cash and cash equivalents, trade receivables and other assets approximates fair value due to the short-term maturities of these instruments.

The fair values of all other financial instruments, including debt, approximate their book values as the instruments are short-term in nature or contain market rates of interest.

Reclassifications

Certain reclassifications have been made to conform to prior period’s presentation to the current period’s presentation. These reclassifications had no effect on reported losses.

Note 4 – Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-11 “Disclosures about offsetting Assets and Liabilities” requiring additional disclosure about offsetting and related arrangements. ASU 2011-11 is effective retrospectively for periods beginning on or after January 1, 2013. The adoption of ASU 2011-11 will not have a material impact on the Company’s future financial position, results of operations or liquidity.

In July 2012, the FASB issued ASU 2012-02- Testing Indefinite- Lived Intangible Asserts for Impairment (“ASU 2012-02”) in order to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance. The new guidance allows an entity the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. ASU 2012-02 becomes effective for the Company on October 1, 2012, and earlier adoption is permitted. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements.

7

Note 5 – Acquisition

On March 30, 2012, the Company purchased 100% of the membership interests of Cornerstone Conservation Group LLC (“Cornerstone”) pursuant to a Membership Interest Purchase Agreement (the “Agreement”). Cornerstone’s main asset is its proprietary Combined Cooling, Heating and Power (“CCHP”) technology, which utilizes waste heat from commercial and residential heating, ventilation air conditioning and refrigeration (“HVACR”) systems. Cornerstone also has substantial experience and technology relating to geothermal or ground source heat pumps. The Company also moved its operations to a 5,000 square foot facility owned by one of the sellers in Scottsdale Arizona. The Company has been using the facility rent free on a short term basis but expects to negotiate a lease on fair market terms.

In consideration for the 100% membership interests in Cornerstone, the Company issued 2,260,000 shares of the Company’s common stock (valued at $1.37 per share, the closing price on March 30, 2012) to the selling members of Cornerstone and issued to the sellers fully vested three–year warrants to purchase an aggregate of 300,000 shares of the Company’s common stock as follows:

(i)	100,000 shares at an exercise price of $2.00 per share, exercisable beginning January 1, 2012, through December 31, 2016;
(ii)	100,000 shares at an exercise price of $3.00 per share, exercisable beginning July 1, 2012, through June 30, 2017; and
(iii)	100,000 shares at an exercise price of $4.00 per share, exercisable beginning January 1, 2013, through December 31, 2017.

The estimated fair value of the total warrants issued in connection with the acquisition of Cornerstone was $201,000 which was calculated using the Black-Scholes option valuation method with the following assumptions: a risk free interest rate of 1.04 percent, an estimated volatility of 79.1 percent and no dividend yield. The total present value of all consideration expected to be paid as part of this agreement was $3,297,200.

The following summarizes the fair values of the assets acquired:

Intangible asset – Intellectual Property	$	659,440
Goodwill		2,637,760
Total assets acquired		3,297,200
Aggregate purchase price	$	3,297,200

The assets acquired were recorded at preliminary estimates of fair values determined by management, based on information currently available and on current assumptions as to future operations, and are subject to change upon the completion of acquisition accounting, including the finalization of asset valuations.

For the nine months ended September 30, 2012, amortization expense and accumulated amortization of the intangible asset- intellectual property was $109,907.

The following unaudited pro forma financial information presents the combined results of operations of the Company and Cornerstone as if the acquisition had occurred as of January 1, 2012. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed as of January 1, 2012. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the future financial position or operating results of PowerVerde. The unaudited pro forma financial information excludes acquisition and integration costs and does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition.

8

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS INFORMATION

	For the Nine Months Ended September 30
	2012			2011
Revenue	$	92,613		$	595,520
Net loss attributable to common shareholders of the Company	$	(1,793,341	)	$	(2,117,736	)
Basic and diluted net loss per common share attributable to common shareholders of PowerVerde	$	(0.06	)	$	(0.08	)

Note 6 – Property and Equipment

A summary of property and equipment at September 30, 2012 and December 31, 2011 is as follows:

							Estimated Useful Lives
	September 30, 2012			December 31, 2011			(in years)
Equipment	$	25,426		$	25,426			5
Computer equipment (hardware)		6,975			6,975			3 - 5
Software		3,929			3,929			3
		36,330			36,330
Less: Accumulated depreciation		(25,404	)		(20,521	)
	$	10,926		$	15,809

The amounts charged to operations for depreciation for the nine months ended September 30, 2012 and 2011 were $4,883 and $5,505 respectively. Depreciation expense from inception through September 30, 2012 was $25,404.

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Note 7 – Stockholders’ Equity

Warrants

In 2008, the Company issued warrants to purchase 250,000 and 50,000 unregistered shares of the Company’s common stock at exercise prices of $1.50 and $2.30 per share, respectively. The warrants expired on various dates through November 2011. At September 30, 2012, 218,500 of these warrants had expired and 81,500 were exercised.

During March through December 2010, the Company issued warrants to purchase 439,999 unregistered shares of the Company’s common stock at an exercise price of $0.75 per share in association with stock subscription agreements. These warrants expire on various dates through December 2013. As of September 30, 2012, all of these warrants were outstanding.

During January through December 2011, the Company issued warrants to purchase 2,000,000 unregistered shares of the Company’s common stock at an exercise price of $0.75 per share in association with stock subscription agreements. These warrants expire on various dates through 2014. As of September 30, 2012, all of these warrants were outstanding.

The Company issued warrants on June 3, 2011 to various persons, including affiliates of the Company, for services provided to the Company. These warrants covered the purchase of 1,855,000 unregistered shares of the Company’s stock at an exercise price of $1.05 per share with a five-year term. These share-based payments have been accounted for in accordance with ASC 815-40 using the Black Scholes warrant pricing model to determine the fair value of each warrant. As of September 30, 2012, all of these warrants were outstanding.

On February 3, 2012, The Company issued warrants to purchase 500,000 unregistered shares of the Company’s common stock at an exercise price of $3.00 per share with a five-year term for settlement of certain disputed amounts (See Note 9). These share-based payments have been accounted for in accordance with ASC 815-40 using the Black-Scholes warrant pricing model to determine the fair value of each warrant. As of September 30, 2012, all of these warrants were outstanding.

In connection with the acquisition of Cornerstone (See Note 5), on March 30, 2012, the Company issued warrants to purchase 300,000 unregistered shares of common stock at exercise prices ranging from $2.00 to $4.00 per share. These warrants expire at various dates through December 2017. As of September 30, 2012, all of these warrants were outstanding.

During the second quarter of 2012, the Company issued warrants to purchase 335,000 unregistered shares of the Company’s common stock at an exercise price of $3.00 per share in association with stock subscription agreements. These warrants expire on various dates through 2015. As of September 30, 2012, all of these warrants were outstanding.

During the third quarter of 2012, the Company issued warrants to purchase 71,000 unregistered shares of the Company’s common stock at an exercise price of $3.00 per share in association with stock subscription agreements. These warrants expire July 30, 2015. As of September 30, 2012, all of these warrants were outstanding.

Expenses related to warrants issued in conjunction with settlement of certain disputes for the nine months ended September 30, 2012 and 2011 were $262,700 and $0, respectively.

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A summary of warrants issued, exercised and expired during the nine months ended September 30, 2012 is as follows:

			Weighted
			Average
	Shares		Exercise Price
Balance at December 31, 2011		4,294,999		0.88
Issued		1,206,000		2.17
Balance at September 30, 2012		5,500,999		1.16

The weighted average grant date fair value of warrants issued during the nine month period ended September 30, 2012 amounted to $0.52 to $0.77 per warrant. The fair value of each warrant granted as compensation for services was determined using the Black-Scholes warrant pricing model and the following assumptions:

	September 30, 2012
Risk Free interest rate		.33% to 1.04	%
Expected term		5.0 years
Annualized volatility		79%-to 81	%
Expected dividends		—

The expected term of warrants granted is based on the contractual terms of the agreement and represents the period of time that warrants granted are expected to be outstanding.

The warrant shares referred to above are unregistered shares of the Company’s stock and are restricted from trading as defined under Rule 144 of the United States Securities Act of 1933.

Private Placement of Common Stock

In February 2012, the Company raised gross proceeds of $500,000 through the private placement of 500,000 shares of its common stock to accredited investors at $1.00 per share. The private placement was undertaken pursuant to the Agreement between the Company and Newton as disclosed in Note 9, below.

In the second quarter of 2012, the Company raised gross proceeds of $335,000 through the private placement of 335,000 unregistered shares of common stock to accredited investors at $1.00 per share. Each investor received a three-year warrant to purchase shares of common stock at $3.00 per share for a number of shares equal to the number of shares purchased by the investor in this offering. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

In the third quarter of 2012, the Company raised gross proceeds of $71,000 through the private placement of 71,000 unregistered shares of common stock to accredited investors at $1.00 per share. Each investor received a three-year warrant to purchase shares of common stock at $3.00 per share for a number of shares equal to the number of shares purchased by the investor in this offering. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

Treasury Shares

On April 7, 2011, 4,500,000 shares of the Company’s stock were surrendered to Treasury in exchange for a $200,000 interest-free note payable due in April 2013. The note payable is reported as note payable to related party on the accompanying consolidated balance sheets. In accordance with GAAP, the Company has discounted this obligation at an imputed rate of 8%. The balance at September 30, 2012 was $188,349.

In April 2012, the Company purchased 100,000 shares of common stock from an affiliate at a price of $.25 per share. Of the $25,000 purchase price, $14,000 was paid in 2011 and the balance in April 2012. The shares have been held as treasury stock from the date of closing.

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In May 2012, the Company purchased 450,000 shares of its common stock from an affiliate at a price of $0.20 per share. Of the $90,000 purchase price, $10,000 was paid at closing and the balance is payable $10,000 per month through January 2013. The payable has a balance of $58,000 at September 30, 2012 and is included in “Payable to related parties” in the accompanying condensed consolidated balance sheets. The shares have been held as treasury stock from the date of closing.

Preferred Shares

The Company has 50,000,000 shares of authorized, $0.0001 par value preferred stock. At September 30, 2012, no shares had been issued.

Note 8 – Stock Options

Stock option activity for the nine months ended September 30, 2012, is summarized as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Options outstanding at December 31, 2011		1,750,000	$	0.91		10.00
Granted		—		—		—
Options outstanding at September 30, 2012		1,750,000	$	0.91		9.8

Total stock option compensation for the nine months ended September 30, 2012 and 2011 was $364,907 and $415,908 respectively. Remaining stock option compensation of $51,000 will be recognized through the remainder of 2012.

Note 9– Commitments and Contingencies

On September 29, 2011, the Company entered into a license agreement (the “License Agreement”) with Newton Investments BV. Pursuant to the License Agreement, Newton will, for a period of 10 years, hold the exclusive manufacturing and distribution rights for the Systems in the 27 countries which are currently members of the European Union, subject to Newton’s achieving minimum sales of at least 100 Systems per year beginning in the second year of the License Agreement, payment of a royalty equal to 20% of the gross sales price of each System sold, and other terms and conditions set forth in the License Agreement.

In the first quarter of 2012, the Company raised $500,000 exclusively from accredited European investors (including $275,000 from a Newton affiliate) pursuant to a private placement of 500,000 shares of common stock at a price of $1.00 per share. There was no warrant issued pursuant to this round; however, simultaneously Newton affiliates received three-year warrants to purchase 500,000 shares at $1.00 per share in connections with the settlement of certain claims by and between the Company and Newton.

Note 10- Related Party Transactions

During the nine month periods ended September 30, 2012, and 2011, the Company received services for primarily research and development from an affiliate in the amount of $138,382 and $125,219, respectively. As of September 30, 2012, and December 31, 2011, the Company owed $131,805 and $31,174, respectively to this affiliate.

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Note 11- Subsequent Events.

On October 16, 2012, in order to enhance the Company’s ability to raise capital and limit dilution of its stockholders, as well as to satisfy the Company’s obligations to Arizona Research and Development (“ARD”) for past services and to George Konrad under the agreement among Mr. Konrad, ARD and the Company dated April 7, 2011, as amended August 19, 2011 (the “Initial Agreement”) and the employment agreement between the Company and Mr. Konrad dated April 7, 2011 (the “Employment Agreement”), Mr. Konrad agreed to surrender to the treasury 3,000,000 shares of the Company’s common stock owned by him in exchange for payment of $530,000. Of this amount, $130,000 was paid to ARD and $300,000 was paid to Mr. Konrad upon execution of the agreement (the “Settlement Agreement”). The Company agreed to pay $100,000 to Mr. Konrad in six consecutive monthly installments of $16,666.67 beginning November 16, 2012. In the event any part of the $100,000 balance remains unpaid six months after the date of the Agreement, Mr. Konrad has an option to convert some or all of the unpaid balance into shares of the Company’s common stock at a price of $.0667 per share, subject to appropriate adjustment for any future stock splits, stock dividends, etc. The execution of the Settlement Agreement terminated both the Initial Agreement and the Employment Agreement, and neither party has any further obligations or liabilities under those agreements. Pursuant to the Settlement Agreement, Mr. Konrad resigned from his position as President and Director of the Company. He was not replaced in either position.

In October 2012, the Company raised gross proceeds of $321,750 through the private placement of 450,000 unregistered shares of common stock to accredited investors at $.715 per share. Each investor who purchased shares at $.715 per share received a three-year warrant to purchase shares of common stock at $1.00 per share for a number of shares equal to one half of the number of shares purchased by the investor in this offering. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

In October 2012, the Company raised gross proceeds of $170,280 through the private placement of 396,000 unregistered shares of common stock to accredited investors at $.43 per share. The $.43 shares were offered only to investors who purchased shares of Common Stock in the Company’s April – July 2012 offering at $1.00 per share. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

The bulk of the funds raised by the Company in October 2012 was used to finance the payments totaling $430,000 to Mr. Konrad and ARD under the agreement described above. Closing of the offerings described in this Note was conditioned on the Company’s raising the minimum of $430,000 to be paid to Mr. Konrad. The Company did raise the minimum offering described above in October 2012.

In October 2012, the Company entered into an employment agreement with a project engineer providing for a monthly salary of $5,000, with employment terminable by either party on 30 days’ prior written notice. The Company issued to the employee a fully vested 10-year option to purchase 500,000 shares of common stock at $.56 per share and another 10-year option for 500,000 shares at $.56 per share which will vest in six months.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Readers are cautioned that the statements in this Report that are not descriptions of historical facts may be forward-looking statements that are subject to risks and uncertainties. This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are based on the beliefs of our management, as well as on assumptions made by and information currently available to us as of the date of this Report. When used in this Report, the words “plan,” “will,” “may,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project” and similar expressions are intended to identify such forward-looking statements. Although we believe these statements are reasonable, actual actions, operations and results could differ materially from those indicated by such forward-looking statements as a result of the risk factors included in our 2011 Annual Report, or other factors. We must caution, however, that this list of factors may not be exhaustive and that these or other factors, many of which are outside of our control, could have a material adverse effect on us and our ability to achieve our objectives. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above.

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The following discussion and analysis should be read in conjunction with the financial statements and notes thereto appearing elsewhere herein.

Critical Accounting Policies

The condensed consolidated financial statements of PowerVerde, Inc. are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these condensed consolidated financial statements requires our management to make estimates and assumptions about future events that effect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. We believe the following critical accounting policies affect its more significant judgments and estimates used in the preparation of financial statements.

Revenue Recognition

Sales revenues and associated cost of sales are recognized when title of the goods sold pass to the buyer, when shipped, and when accounts receivable are determined to be reasonably collectable. Certain sales agreements also require installation and training by PowerVerde once goods are received and accepted by the customer. The Company does not consider these agreements multiple elements arrangements as defined by ASC 605-25 Revenue Recognition, as the Company does not offer installation or training as services separate from the sale of its products, at this time, and therefore a “best estimate of selling price” or individual pricing in accordance with ASC 605-25 is undeterminable. The Company defers all revenues and costs of sales until the agreement is 100% complete.

Licensing and royalty revenue from royalty agreements is recognized in accordance with the terms of the specific agreement.

Valuation of Goodwill and Intangible Assets

Our intangible assets include goodwill and intellectual property, all of which are accounted for based on GAAP related to Goodwill and Other Intangible Assets. Accordingly, goodwill is not amortized but is tested annually in December for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. Intangible assets with limited useful lives are amortized using the straight-line method over their estimated period of benefit. Our carrying value of goodwill at September 30, 2012 was $2,637,760.

We amortize intangibles with limited useful lives based on their expected useful lives and look to a number of factors for such estimations, including the longevity of our underlying patents. Our carrying value of amortizing intangible assets at September 30, 2012 was $549,533, net of accumulated amortization of $109,907. We begin amortizing capitalized intangibles on their date of acquisition.

Impairment Testing

The FASB issued ASU 2011-08, “Testing Goodwill for Impairment”. The update allows us to qualitatively assess whether the fair value of a reporting unit is less than its carrying amount, and is effective for fiscal years beginning after December 15, 2011. We perform this analysis in conjunction with our annual impairment test described below.

Our annual impairment test, which is performed in December, has two steps. The first identifies potential impairments by comparing the fair value of the Company with its carrying value. If the fair value exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied fair value of goodwill is less than the carrying amount, a write-down is recorded.

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Stock-based Compensation

We account for share-based compensation in accordance with ASC Topic 718 Share-Based Payments. We have used the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant.

Common Stock Purchase Warrants

The Company accounts for common stock purchase warrants in accordance with ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”). Based on the provisions of ASC 815-40, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

Overview

From January 1991 until October 2005, the Company devoted substantially all of its efforts and resources to research and development related to its unsuccessful Biotech Business, in particular the study of biological oxidation and antioxidation directed to the development of potential therapeutic products for the treatment of various diseases and conditions. In the most recent years, the Company’s research focused mainly on targeted antioxidant therapeutics and nutraceuticals. The Company is a development stage company, has generated only limited revenue from product sales and has relied primarily on equity financing, licensing revenues, and various debt instruments for its working capital. The Company has been unprofitable since its inception.

Following the cessation of material Biotech Business operations in October 2005, the Company turned its primary focus to seeking an appropriate merger partner for its public shell. This resulted in the February 2008 merger with Vyrex (the “Merger”). In March 2009, we assigned our Biotech IP to an investor in exchange for his agreement to pay all future expenses relating to the Biotech IP and to pay us 20% of any net proceeds received from sale and/or licensing of the Biotech IP. We do not expect this arrangement to generate material revenues.

Since the Merger, we have focused on the development, testing and commercialization of our electric power systems, in particular, their applicability to thermal and natural gas pipeline operations. Our business is subject to significant risks, including the risks inherent in our research and development efforts, uncertainties associated with obtaining and enforcing patents and intense competition.

Except as specifically noted to the contrary, the following discussion relates only to PowerVerde since, as a result of the Merger, the only historical financial statements presented for the Company in periods following the Merger are those of the operating entity, PowerVerde.

Results of Operations

Three Months Ended September 30, 2012, as Compared to Three Months Ended September 30, 2011

Since inception, we have focused on the development, testing and commercialization of our clean energy electric power generation systems. We had no revenues from our current business in the third quarter of 2012. In the 2012 third quarter, our revenues of $33,649 came solely from Biotech IP licensing fees. In the 2011 third quarter, our revenues of $143,491 consisted of Biotech IP licensing fees of $13,491 and $130,000 in revenues from our current business, offset by cost of goods sold of $130,000. In both years, we had substantial expenses due to our ongoing research and development activities and efforts to commercialize our systems, as well as substantial administrative expenses associated with our status as a public company. Our research and development expenses decreased by $112,118 (47.4%) in the third quarter of 2012 as compared to 2011, due primarily to the absence of third quarter billings for services from Arizona Research and Development (“ARD”) as a result of our negotiation with ARD’s owner, our founder and former President/Director George Konrad, of the settlement transaction with ARD and Mr. Konrad which closed in October 2012 (the “Konrad Settlement”). See Note 11 of Notes to Financial Statements and Part II, Item 5 “Other Information.” Our general and administrative expenses decreased by $18,914 (6.3%) in the third quarter of 2012 as compared to 2011, due primarily to the waiver of certain compensation for Mr. Konrad. Our net loss was $375,418 in the third quarter of 2012, a 28.7% decrease from the net loss of $526,318 in the third quarter of 2011. The substantial decrease in our net loss in the third quarter of 2012 was due to our reduced research and development expenses in 2012 and our vigorous cost control efforts. Substantial net losses will continue until we are able to successfully commercialize and market our systems, as to which there can be no assurance. 

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Nine Months Ended September 30, 2012, as Compared to Nine Months Ended September 30, 2011

Since inception, we have focused on the development, testing and commercialization of our clean energy electric power generation systems. We had no revenues from our current business in the first nine months of 2012. In the first nine months of 2012, our revenues of $78,006 came solely from Biotech IP licensing fees. In the first nine months of 2011, our revenues of $174,482 consisted of Biotech IP licensing fees of $37,261 and $137,221 in revenues from our current business, offset by cost of goods sold of $136,925. In both years, we had substantial expenses due to our ongoing research and development activities and efforts to commercialize our systems, as well as substantial administrative expenses associated with our status as a public company. Our research and development expenses increased by $201,354 (25.3%) in the first nine months of 2012 as compared to 2011, and our general and administrative expenses decreased by $657,264 (45.9%) in the same period. The increase in research and development expenses was due primarily to our acquisition of the Cornerstone Conservation Group LLC (“Cornerstone”) intellectual property in the first quarter of 2012. The increase in research and development expenses was also due to the warrants issued in the first quarter of 2012 to settle certain disputed amounts with our European distributor, Newton Investments B.V. (“Newton”), with an estimated fair value of $262,700. The decrease in general and administrative expenses was due to our nonrecurring expenses in the second quarter of 2011 in connection with the establishment and development of our relationship with Newton, which more than offset our increased compensation expenses in the second and third quarter of 2012 arising from our hiring of key Cornerstone personnel. Our net loss was $1,703,382 in the first nine months of 2012, a 21.6% decrease from the net loss of $2,171,589 in the first nine months of 2011. The decrease in our net loss in the first nine months of 2012 was due to our unusually high expenses in the comparable 2011 period and our vigorous cost control efforts in 2012. Substantial net losses will continue until we are able to successfully commercialize and market our systems, as to which there can be no assurance. 

Liquidity and Capital Resources

We have financed our operations since inception through the sale of debt and equity securities. As of September 30, 2012, we had a working capital deficit of $570,170 compared to a working capital deficit of $128,598 at December 31, 2011.

During the first quarter of 2012, we raised gross proceeds of $500,000 through the private placement of 500,000 unregistered shares of our common stock to accredited investors at $1.00 per share. We paid a 10% commission on the gross proceeds of this offering to our placement agent, Martinez-Ayme Securities (“MAS”).

In the second quarter of 2012, we raised gross proceeds of $335,000 through the private placement of 335,000 unregistered shares of our common stock to accredited investors at $1.00 per share. Each investor received a three-year warrant to purchase shares of our common stock at $3.00 per share for a number of shares equal to the number of shares purchased by the investor in this offering. We paid a 10% commission on the gross proceeds of this offering to MAS.

In the third quarter of 2012, we raised gross proceeds of $71,000 through the private placement of 71,000 unregistered shares of common stock to accredited investors at $1.00 per share. Each investor received a three-year warrant to purchase shares of common stock at $3.00 per share for a number of shares equal to the number of shares purchased by the investor in this offering. We paid a 10% commission on the gross proceeds of this offering to MAS.

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In October 2012, we raised gross proceeds of $321,750 through the private placement of 450,000 unregistered shares of common stock to accredited investors at $.715 per share. Each investor who purchased shares at $.715 per share received a three-year warrant to purchase shares of common stock at $1.00 per share for a number of shares equal to one half of the number of shares purchased by the investor in this offering. We paid a 10% commission on the gross proceeds of this offering to MAS.

In October 2012, we raised gross proceeds of $170,280 through the private placement of 396,000 unregistered shares of common stock to accredited investors at $.43 per share. The $.43 shares were offered only to investors who purchased shares of Common Stock in the Company’s April – July 2012 offering at $1.00 per share. We paid a 10% commission on the gross proceeds of this offering to MAS.

The bulk of the funds which we raised in October 2012 was used to finance the payments totaling $430,000 to Mr. Konrad and ARD in connection with the Konrad Settlement. Closing of the October 2012 private placements was conditioned on our raising the minimum of $430,000 to be paid to Mr. Konrad. See Part II, Item 5 “Other Information.”

We believe that our current level of working capital will be sufficient to sustain our current operations through at least approximately the next two months. However, we continue to seek more funding from private equity investors, as we will need to raise substantial additional capital in order to finance our plan of operations. There can be no assurance that we will be able to raise the necessary funds. If we do not raise the necessary funds, we will be forced to cease operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and President, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no significant changes in internal control over financial reporting during the nine months ended September 30, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings.

On November 2, 2012, Keith Johnson, our former Chief Technical Officer, filed suit against our operating subsidiary PowerVerde Systems, Inc., in Maricopa County, Arizona, Superior Court. The suit includes claims for breach of his employment agreement, for back pay and related claims. Mr. Johnson, whose salary was $12,500 per month, seeks back pay of $37,500, reimbursement of expenses totaling $5,012 and other unspecified damages. We believe that Mr. Johnson voluntarily terminated his employment in accordance with the agreement and that he has been paid in full. In an abundance of caution, we have also given Mr. Johnson 30 days’ notice of termination without cause pursuant to the employment agreement, with this notice to be effective only if the Court determines that his employment was not previously terminated by him. Mr. Johnson has not worked for the Company since early September 2012. Based on the foregoing, we believe that we have substantial defenses to Mr. Johnson’s claims. We intend to vigorously defend the case.

Item 1A. Risk Factors.

There are no material changes to the risk factors set forth in Part I, Item 1A, “Risk Factors,” of the 2011 Annual Report. Please refer to that section for disclosure regarding the risks and uncertainties related to our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In the second quarter of 2012, we raised gross proceeds of $335,000 through the private placement of 335,000 unregistered shares of our common stock to accredited investors at $1.00 per share. Each investor received a three-year warrant to purchase shares of our common stock at $3.00 per share for a number of shares equal to the number of shares purchased by the investor in this offering. We paid a 10% commission on the gross proceeds of this offering to our placement agent, Martinez-Ayme Securities.

In the third quarter of 2012, we raised gross proceeds of $71,000 through the private placement of 71,000 unregistered shares of common stock to accredited investors at $1.00 per share. Each investor received a three-year warrant to purchase shares of common stock at $3.00 per share for a number of shares equal to the number of shares purchased by the investor in this offering. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

In October 2012, we raised gross proceeds of $321,750 through the private placement of 450,000 unregistered shares of common stock to accredited investors at $.715 per share. Each investor who purchased shares at $.715 per share received a three-year warrant to purchase shares of common stock at $1.00 per share for a number of shares equal to one half of the number of shares purchased by the investor in this offering. We paid a 10% commission on the gross proceeds of this offering to MAS.

In October 2012, we raised gross proceeds of $170,280 through the private placement of 396,000 unregistered shares of common stock to accredited investors at $.43 per share. The $.43 shares were offered only to investors who purchased shares of Common Stock in the Company’s April – July 2012 offering at $1.00 per share. We paid a 10% commission on the gross proceeds of this offering to MAS.

The bulk of the funds which we raised in October 2012 was used to finance the payments totaling $430,000 to Mr. Konrad and ARD in connection with the Konrad Settlement. Closing of the October 2012 private placements was conditioned on our raising the minimum of $430,000 to be paid to Mr. Konrad. See Part II, Item 5 “Other Information.”

The foregoing issuances were made pursuant to the private offering exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended. All proceeds of these sales were used for working capital.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On October 16, 2012, in order to enhance the our ability to raise capital and limit dilution of our stockholders, as well as to satisfy our obligations to Arizona Research and Development (“ARD”) for past services and to George Konrad under the agreement among Mr. Konrad, ARD and PowerVerde dated April 7, 2011, as amended August 19, 2011 (the “Initial Agreement”) and the employment agreement between PowerVerde and Mr. Konrad dated April 7, 2011 (the “Employment Agreement”), Mr. Konrad agreed to surrender to the treasury 3,000,000 shares of our common stock owned by him in exchange for payment of $530,000. Of this amount, $130,000 was paid to ARD and $300,000 was paid to Mr. Konrad upon execution of the agreement (the “Settlement Agreement”). We agreed to pay $100,000 to Mr. Konrad in six consecutive monthly installments of $16,666.67 beginning November 16, 2012. In the event any part of the $100,000 balance remains unpaid six months after the date of the Agreement, Mr. Konrad has an option to convert some or all of the unpaid balance into shares of our common stock at a price of .0667 per share, subject to appropriate adjustment for any future stock splits, stock dividends, etc. The execution of the Settlement Agreement terminated both the Initial Agreement and the Employment Agreement, and neither party has any further obligations or liabilities under those agreements. Pursuant to the Settlement Agreement, Mr. Konrad resigned from his position as President and Director of PowerVerde. He was not replaced in either position.

Item 6. Exhibits.

(a)	Exhibits
31.1	Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with Section 13(a) or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	POWERVERDE, INC.
Dated: November 19, 2012
	By:	/s/ Richard H. Davis
		Richard H. Davis
		Chief Executive Officer
Dated: November 19, 2012
	By:	/s/ John L. Hofmann
		John L. Hofmann
		Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard H. Davis, certify that:

1.	I have reviewed this Form 10-Q of PowerVerde, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 19, 2012	/s/ Richard H. Davis
	Richard H. Davis, Chief Executive Officer

EX-31.2

 Exhibit 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John L. Hofmann, certify that:

1.	I have reviewed this Form 10-Q of PowerVerde, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 19, 2012	/s/ John L. Hofmann
	John L. Hofmann, Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard H. Davis, certify as follows:

1.	To the best of my knowledge, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, fully complies in all material respects with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
2.	To the best of my knowledge, based upon a review of the report, the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Richard H. Davis
	Richard H. Davis
	Chief Executive Officer November 19, 2012

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John L. Hofmann, certify as follows:

1.	To the best of my knowledge, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, fully complies in all material respects with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
2.	To the best of my knowledge, based upon a review of the report, the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ John L. Hofmann
	John L. Hofmann
	Chief Financial Officer November 19, 2012

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Note 8 - Stock Options (Detail) (USD $)	6 Months Ended	9 Months Ended		67 Months Ended
	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Dec. 31, 2012
Share-based Compensation	$ 415,908	$ 364,907	$ 415,908	$ 888,056
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options					$ 51,000

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Note 5 - Acquisition (Detail) (USD $)	9 Months Ended	1 Months Ended					1 Months Ended
	Sep. 30, 2012	Mar. 31, 2012 Warrants For Cornerstone Acquisition Exercisable January 1, 2012 - December 31, 2016 [Member]	Mar. 31, 2012 Warrants for Cornerstone Acquisition Exercisable July 1, 2012 through June 30, 2017 [Member]	Mar. 31, 2012 Warrants For Cornerstone Acquisition Exercisable January 2, 2013 through December 31, 2017 [Member]	Mar. 31, 2012 Warrants For Cornerstone Acquisition [Member]	Mar. 30, 2012 Warrants For Cornerstone Acquisition [Member]	Mar. 31, 2012 Cornerstone Acquisition [Member]	Mar. 30, 2012 Cornerstone Acquisition [Member]
Business Acquisition, Percentage of Voting Interests Acquired								100.00%
Stock Issued During Period, Shares, Acquisitions							2,260,000
Business Acquisition, Share Price (in Dollars per share)	$ 1.37							$ 1.37
Exercise Period of Warrants (in years)							three
Warrants Issued In Connection With Transaction (in Shares)		100,000	100,000	100,000	300,000		300,000
Exercise Price Of Warrants Issued In Transaction (in Dollars per share)		$ 2.00	$ 3.00	$ 4.00
Issuance Of Warrants In Business Acquisition, Value (in Dollars)						$ 201,000
Equity Issued in Business Combination, Fair Value Disclosure (in Dollars)								3,297,200
Amortization of Acquired Intangible Assets (in Dollars)	$ 109,907

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Note 11- Subsequent Events. (Detail) (USD $)	9 Months Ended	1 Months Ended
	Sep. 30, 2012	Oct. 31, 2012 Payment To Konrad In Settlement [Member]	Oct. 31, 2012 Payment to ARD [Member]	Oct. 31, 2012 Payments to ARD and Konrad In Aggregate [Member]	Oct. 31, 2012 Employment Agreement [Member] beVested Options Pursuant to Employment Agreement [Member]	Oct. 31, 2012 Employment Agreement [Member] Nonvested Options Pursuant to Employment Agreement [Member]	Oct. 31, 2012 Employment Agreement [Member]	Oct. 31, 2012 October 2012 Private Placement [Member]	Oct. 31, 2012 October 2012 Private Placement Second Quarter 2012 Stock Purchasers [Member]
Treasury Stock, Shares, Acquired (in Shares)		3,000,000
Treasury Stock, Value, Acquired, Cost Method	$ (115,000)	$ (530,000)
Payments for Legal Settlements		300,000	130,000	430,000
Proceeds from Issuance of Private Placement								321,750	170,280
Stock Issued During Period, Shares, New Issues (in Shares)								450,000	396,000
Exercise Price Of Warrants Issued In Transaction (in Dollars per share)								$ 1.00
Private Placement Fee Paid (Percentage of Gross Proceeds)								10.00%	10.00%
Compensation							$ 5,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term					10 years	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in Shares)					500,000	500,000

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Note 2 - Going Concern

9 Months Ended

Sep. 30, 2012

Going Concern Note

Note 2 – Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has had recurring operating losses and negative cash flows from operations. Those factors, as well as uncertainty in securing additional funds for continued operations, create an uncertainty about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Note 6 - Property and Equipment (Detail) - (Table 1) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Property and Equipment, Gross	$ 36,330	$ 36,330
Less: Accumulated depreciation	(25,404)	(20,521)
	10,926	15,809
Equipment [Member]
Property and Equipment, Gross	25,426	25,426
Property and Equipment, Useful Life (in years)	5
Computer Equipment [Member]
Property and Equipment, Gross	6,975	6,975
Property and Equipment, Useful Life (in years)	3 - 5
Software [Member]
Property and Equipment, Gross	$ 3,929	$ 3,929
Property and Equipment, Useful Life (in years)	3

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Note 6 - Property and Equipment (Detail) (USD $)	9 Months Ended		67 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Depreciation	$ 4,883	$ 5,505	$ 25,404

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Note 7 - Stockholders' Equity (Detail) (USD $)	9 Months Ended	67 Months Ended	12 Months Ended			10 Months Ended	12 Months Ended	1 Months Ended		9 Months Ended		1 Months Ended			3 Months Ended		1 Months Ended	2 Months Ended	3 Months Ended			1 Months Ended		1 Months Ended	12 Months Ended	1 Months Ended	8 Months Ended			9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Dec. 31, 2008 Warrants Issued In 2008 At $1.50 Exercise Price [Member]	Dec. 31, 2008 Warrants Issued In 2008 At $2.30 Exercise Price [Member]	Sep. 30, 2012 Warrants Issued in 2008 [Member]	Dec. 31, 2010 Warrants Issued In 2010, Stock Subscription Agreements [Member]	Dec. 31, 2011 Warrants Issued In 2011, Stock Subscription Agreements [Member]	Jun. 30, 2011 Warrants Issued in 2011, For Services Provided [Member]	Feb. 29, 2012 Warrants For Settlement With Newton [Member]	Sep. 30, 2012 Warrants For Settlement With Newton [Member]	Sep. 30, 2011 Warrants For Settlement With Newton [Member]	Mar. 31, 2012 Warrants For Cornerstone Acquisition [Member] Minimum [Member]	Mar. 31, 2012 Warrants For Cornerstone Acquisition [Member] Maximum [Member]	Mar. 31, 2012 Warrants For Cornerstone Acquisition [Member]	Sep. 30, 2012 Warrants Issued In 2012, Stock Subscription Agreements [Member]	Jun. 30, 2012 Warrants Issued In 2012, Stock Subscription Agreements [Member]	Feb. 29, 2012 February 2012 Private Placement [Member]	Feb. 29, 2012 February 2012 Private Placement [Member]	Jun. 30, 2012 Second Quarter 2012 Private Placement [Member]	Sep. 30, 2012 Third Quarter Private Placement [Member]	Jun. 30, 2012 Third Quarter Private Placement [Member]	Apr. 30, 2011 Treasury Stock Transaction April 2011 [Member]	Sep. 30, 2012 Treasury Stock Transaction April 2011 [Member]	Apr. 30, 2012 Treasury Stock Transaction, April 2012 [Member]	Dec. 31, 2011 Treasury Stock Transaction, April 2012 [Member]	May 31, 2012 Treasury Stock Transaction, May 2012 [Member]	Jan. 31, 2013 Treasury Stock Transaction, May 2012 [Member]	Sep. 30, 2012 Treasury Stock Transaction, May 2012 [Member]	Sep. 30, 2012 Series A Preferred Stock [Member]	Sep. 30, 2012 Minimum [Member]	Sep. 30, 2012 Maximum [Member]
Warrants Issued In Connection With Transaction (in Shares)			250,000	50,000		439,999	2,000,000	1,855,000	500,000					300,000	71,000	335,000
Exercise Price Of Warrants Issued In Transaction (in Dollars per share)			$ 1.50	$ 2.30		$ 0.75	$ 0.75	$ 1.05	$ 3.00			$ 2.00	$ 4.00		$ 3.00	$ 3.00			$ 3.00	$ 3.00
Warrants Expired (in Shares)					218,500
Warrants Exercised (in Shares)					81,500
Exercise Period of Warrants (in years)								five	five												three-year
Litigation Settlement, Expense (in Dollars)										$ 262,700	$ 0
Fair Value Of Warrants At Date of Issuance																														$ 0.52	$ 0.77
Proceeds from Issuance of Private Placement (in Dollars)																	500,000	500,000	335,000	71,000
Stock Issued During Period, Shares, New Issues (in Shares)																	500,000	500,000	335,000	71,000
Price Per Share of Equity Issued (in Dollars per share)																	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Private Placement Fee Paid (Percentage of Gross Proceeds)																			10.00%	10.00%
Treasury Stock, Shares, Acquired (in Shares)																						4,500,000		100,000		450,000
Proceeds from Notes Payable (in Dollars)		300,000																				200,000
Debt Instrument, Interest Rate, Effective Percentage																							8.00%
Notes Payable (in Dollars)																							188,349
Treasury Stock Acquired, Average Cost Per Share																								$ 0.25		$ 0.20
Treasury Stock, Value, Acquired, Cost Method (in Dollars)	(115,000)																							(25,000)		(90,000)
Payments for Repurchase of Common Stock (in Dollars)	43,000	43,000																							14,000	10,000
Monthly Payments To Repurchase Common Stock (in Dollars)																											10,000
Due to Related Parties (in Dollars)																												$ 58,000
Preferred Stock, Shares Authorized (in Shares)																													50,000,000
Preferred Stock, Par or Stated Value Per Share																													$ 0.0001

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Note 7 - Stockholders' Equity (Detail) - (Table 1) Warrant Activity, Current Period (USD $)	9 Months Ended
	Sep. 30, 2012
Balance at December 31, 2011	4,294,999
Balance at December 31, 2011 (in Dollars per Item)	0.88
Issued	1,206,000
Issued (in Dollars per share)	$ 2.17
Balance at September 30, 2012	5,500,999
Balance at September 30, 2012 (in Dollars per share)	$ 1.16

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Note 1 - Condensed Consolidated Financial Statements

9 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 – Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the 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, 2011. The results of operations for the nine months ended September 30, 2012, 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.

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Note 7 - Stockholders' Equity (Detail) - (Table 2) Fair Value Assumptions, Warrants	12 Months Ended
	Sep. 30, 2012
Risk Free interest rate	.33% to 1.04%
Expected term	5 years
Annualized volatility	79%-to 81%

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Condensed Consolidated Balance Sheets (USD $)	Sep. 30, 2012	Dec. 31, 2011
Current Assets:
Cash and cash equivalents	$ 19,542	$ 7,530
Accounts receivable	33,649	18,909
Prepaid expenses and other current assets	30,549	24,267
Trust account - restricted	403,330
Total Current Assets	487,070	50,706
Property and Equipment
Property and equipment, net of accumulated depreciation of $25,404 and $20,521, respectively	10,926	15,809
Other Assets
Intellectual Property, net of accumulated amortization of $109,907	549,533
Goodwill	2,637,760
Total Assets	3,685,289	66,515
Current Liabilities
Accounts payable and accrued expenses	356,155	139,453
Payable to related parties	297,755	39,851
Trust liability	403,330
Total Current Liabilities	1,057,240	179,304
Long-Term Liabilities
Payable to related party		180,988
Total Long-Term Liabilities		180,988
Total Liabilities	1,057,240	360,292
Common stock:
100,000,000 common shares authorized, par value $0.0001 per share, 28,165,565 common shares issued and outstanding at September 30, 2012 and 25,624,565 common shares issued and outstanding at December 31, 2011	3,329	3,012
Additional paid-in capital	9,470,614	4,730,724
Treasury stock, at cost, 5,050,000 shares at September 30, 2012 and 4,500,000 shares at December 31, 2011	(285,758)	(170,758)
Deficit accumulated in the development stage	(6,560,136)	(4,856,755)
Total Stockholders’ Equity/(Deficiency)	2,628,049	(293,777)
Total liabilities and Stockholders’ Equity/(Deficiency)	$ 3,685,289	$ 66,515

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Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficiency) (Parentheticals) (USD $)	9 Months Ended
	Sep. 30, 2012
Sale of common stock per share	$ 1.00
Stock issuance costs (in Dollars)	$ 90,600
Issuance of common stock per share for acquisition	$ 1.37
Common Stock [Member]
Sale of common stock per share	$ 1.00
Issuance of common stock per share for acquisition	$ 1.37
Additional Paid-in Capital [Member]
Sale of common stock per share	$ 1.00
Stock issuance costs (in Dollars)	$ 90,600
Issuance of common stock per share for acquisition	$ 1.37

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Note 9- Commitments and Contingencies (Detail) (USD $)	1 Months Ended	2 Months Ended		1 Months Ended	2 Months Ended
	Sep. 30, 2011	Feb. 29, 2012 February 2012 Private Placement [Member] Newton Investments Affiliate [Member]	Feb. 29, 2012 February 2012 Private Placement [Member] Newton Investments Affiliate [Member]	Feb. 29, 2012 February 2012 Private Placement [Member]	Feb. 29, 2012 February 2012 Private Placement [Member]
Intercompany Agreements, Description	the Company entered into a license agreement (the "License Agreement") with Newton Investments BV. Pursuant to the License Agreement, Newton will, for a period of 10 years, hold the exclusive manufacturing and distribution rights for the Systems in the 27 countries which are currently members of the European Union, subject to Newton's achieving minimum sales of at least 100 Systems per year beginning in the second year of the License Agreement, payment of a royalty equal to 20% of the gross sales price of each System sold, and other terms and conditions set forth in the License Agreement.
Proceeds from Issuance of Private Placement (in Dollars)			$ 275,000	$ 500,000	$ 500,000
Stock Issued During Period, Shares, New Issues (in Shares)				500,000	500,000
Price Per Share of Equity Issued (in Dollars per share)				$ 1.00	$ 1.00
Warrants Issued In Connection With Transaction		500,000
Exercise Price Of Warrants Issued In Transaction (in Dollars per share)		$ 1.00

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Note 7 - Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2012

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

			Weighted
			Average
	Shares		Exercise Price
Balance at December 31, 2011		4,294,999		0.88
Issued		1,206,000		2.17
Balance at September 30, 2012		5,500,999		1.16

Fair Value Inputs, Instruments Classified in Shareholders' Equity, Quantitative Information [Table Text Block]

	September 30, 2012
Risk Free interest rate		.33% to 1.04	%
Expected term		5.0 years
Annualized volatility		79%-to 81	%
Expected dividends		—

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Note 10- Related Party Transactions (Detail) (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Related Party Transaction, Expenses from Transactions with Related Party	$ 138,382	$ 125,219
Due to Affiliate	$ 131,805		$ 31,174

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Note 3 - Summary of Significant Accounting Policies (Detail) (USD $)	3 Months Ended	9 Months Ended	67 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Sep. 30, 2012
Increase (Decrease) in Restricted Cash (in Dollars)	$ 403,330	$ 403,330	$ 403,330

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Condensed Consolidated Statements of Cash Flows (USD $)	6 Months Ended	9 Months Ended	67 Months Ended
	Jun. 30, 2011	Sep. 30, 2012	Sep. 30, 2012
Net loss	$ (2,171,589)	$ (1,703,381)	$ (6,560,136)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization, and impairment charges	5,505	114,790	135,311
Amortization of discount	6,658	11,153	350,845
Stock based compensation	415,908	364,907	888,056
Warrants issued for services	612,150		612,150
Warrants issued for settlement		262,700	262,700
Changes in operating assets and liabilities:
Accounts receivable and other assets	(30,322)	(35,020)	(78,196)
Inventory			(130,000)
Deferred Revenue			130,000
Accounts payable and accrued liabilities	(80,212)	224,463	173,235
Cash Used in Operating Activities	(1,241,902)	(760,388)	(4,216,035)
Cash Flows From Investing Activities
Purchase of property & equipment	(11,192)		(36,330)
Cash acquired in business acquisition			872
Cash Used in Investing Activities	(11,192)		(35,458)
Cash Flows from Financing Activities
Proceeds from issuance of common stock and warrants	1,622,250	906,000	4,558,250
Proceeds from notes payable			300,000
Payment of line of credit			(50,000)
Payment of note payable			(90,217)
Purchase of treasury stock		(43,000)	(43,000)
Payment of stock issuance costs	(150,000)	(90,600)	(403,998)
Cash Provided by Financing Activities	1,472,250	772,400	4,271,035
Net Increase in Cash	219,156	12,012	19,542
Cash, at Beginning of Period	15,646	7,530
Cash, at End of Period	234,802	19,542	19,542
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest			24,221
Supplemental Schedule of Non-Cash Financing Activities
Common stock issued for convertible debt			189,261
Common stock issued for services			56,250
Common stock issued for acquisition of Cornerstone Conservation Group, LLC		3,096,200	3,096,200
Warrants issued in connection with acquisition of Cornerstone Conservation Group, LLC		201,000	201,000
Purchase of treasury stock with long-term related party payable	170,758		170,758
Purchase of treasury stock with long-term related party payable		72,000	72,000
Warrants issued in connection with debt			299,984
Common stock issued in connection with debt forgiveness and services rendered			250,000
Restricted cash held in trust account for stock subscription		$ 403,330	$ 403,330

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Condensed Consolidated Balance Sheets (Parentheticals) (USD $)	Sep. 30, 2012	Dec. 31, 2011
Property and equipment, net of accumulated depreciation (in Dollars)	$ 25,404	$ 20,521
Intellectual Property, accumulated amortization (in Dollars)	$ 109,907	$ 0
Common shares authorized	100,000,000	100,000,000
Common shares par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common shares issued	28,165,565	25,624,565
Common shares outstanding	28,094,565	25,624,565
Treasury stock, shares	5,050,000	4,500,000

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Note 10- Related Party Transactions

9 Months Ended

Sep. 30, 2012

Related Party Transactions Disclosure [Text Block]

Note 10- Related Party Transactions

During the nine month periods ended September 30, 2012, and 2011, the Company received services for primarily research and development from an affiliate in the amount of $138,382 and $125,219, respectively. As of September 30, 2012, and December 31, 2011, the Company owed $131,805 and $31,174, respectively to this affiliate.

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Document And Entity Information (USD $)	9 Months Ended
	Sep. 30, 2012	Nov. 13, 2012	Jun. 30, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	POWERVERDE, INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		28,169,565
Entity Public Float			$ 47,183,402
Amendment Flag	false
Entity Central Index Key	0000933972
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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Note 11- Subsequent Events.

9 Months Ended

Sep. 30, 2012

Subsequent Events [Text Block]

Note 11- Subsequent Events.

On October 16, 2012, in order to enhance the Company’s ability to raise capital and limit dilution of its stockholders, as well as to satisfy the Company’s obligations to Arizona Research and Development (“ARD”) for past services and to George Konrad under the agreement among Mr. Konrad, ARD and the Company dated April 7, 2011, as amended August 19, 2011 (the “Initial Agreement”) and the employment agreement between the Company and Mr. Konrad dated April 7, 2011 (the “Employment Agreement”), Mr. Konrad agreed to surrender to the treasury 3,000,000 shares of the Company’s common stock owned by him in exchange for payment of $530,000. Of this amount, $130,000 was paid to ARD and $300,000 was paid to Mr. Konrad upon execution of the agreement (the “Settlement Agreement”). The Company agreed to pay $100,000 to Mr. Konrad in six consecutive monthly installments of $16,666.67 beginning November 16, 2012. In the event any part of the $100,000 balance remains unpaid six months after the date of the Agreement, Mr. Konrad has an option to convert some or all of the unpaid balance into shares of the Company’s common stock at a price of $.0667 per share, subject to appropriate adjustment for any future stock splits, stock dividends, etc. The execution of the Settlement Agreement terminated both the Initial Agreement and the Employment Agreement, and neither party has any further obligations or liabilities under those agreements. Pursuant to the Settlement Agreement, Mr. Konrad resigned from his position as President and Director of the Company. He was not replaced in either position.

In October 2012, the Company raised gross proceeds of $321,750 through the private placement of 450,000 unregistered shares of common stock to accredited investors at $.715 per share. Each investor who purchased shares at $.715 per share received a three-year warrant to purchase shares of common stock at $1.00 per share for a number of shares equal to one half of the number of shares purchased by the investor in this offering. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

In October 2012, the Company raised gross proceeds of $170,280 through the private placement of 396,000 unregistered shares of common stock to accredited investors at $.43 per share. The $.43 shares were offered only to investors who purchased shares of Common Stock in the Company’s April – July 2012 offering at $1.00 per share. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

The bulk of the funds raised by the Company in October 2012 was used to finance the payments totaling $430,000 to Mr. Konrad and ARD under the agreement described above. Closing of the offerings described in this Note was conditioned on the Company’s raising the minimum of $430,000 to be paid to Mr. Konrad. The Company did raise the minimum offering described above in October 2012.

In October 2012, the Company entered into an employment agreement with a project engineer providing for a monthly salary of $5,000, with employment terminable by either party on 30 days’ prior written notice. The Company issued to the employee a fully vested 10-year option to purchase 500,000 shares of common stock at $.56 per share and another 10-year option for 500,000 shares at $.56 per share which will vest in six months.

In the third quarter of 2012, we raised gross proceeds of $71,000 through the private placement of 71,000 unregistered shares of common stock to accredited investors at $1.00 per share. Each investor received a three-year warrant to purchase shares of common stock at $3.00 per share for a number of shares equal to the number of shares purchased by the investor in this offering. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended		67 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Revenue, Net	$ 33,649	$ 143,491	$ 78,006	$ 174,482	$ 362,762
Cost of Goods Sold		130,000		136,925	136,925
Gross Profit	33,649	13,491	78,006	37,557	225,837
Operating Expenses
Research and development	124,612	236,730	996,900	795,546	3,004,580
General and administrative	280,663	299,577	773,335	1,430,599	3,444,946
Total Operating Expenses	405,275	536,307	1,770,235	2,226,145	6,449,526
Loss from Operations	(371,626)	(522,816)	(1,692,229)	(2,188,588)	(6,223,689)
Other Income (Expenses)
Interest income					2,401
Interest expense	(3,792)	(3,502)	(11,152)	(6,658)	(354,859)
Other Income				23,657	16,011
Total Other Income (Expense)	(3,792)	(3,502)	(11,152)	16,999	(336,447)
Loss before Income Taxes	(375,418)	(526,318)	(1,703,381)	(2,171,589)	(6,560,136)
Net Loss	$ (375,418)	$ (526,318)	$ (1,703,381)	$ (2,171,589)	$ (6,560,136)
Net Loss per Share - Basic and Diluted (in Dollars per share)	$ (0.01)	$ (0.02)	$ (0.06)	$ (0.08)
Weighted Average Common Shares Outstanding - Basic and Diluted (in Shares)	28,142,413	25,605,940	27,397,601	26,579,277

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Note 5 - Acquisition

9 Months Ended

Sep. 30, 2012

Business Combination Disclosure [Text Block]

Note 5 – Acquisition

On March 30, 2012, the Company purchased 100% of the membership interests of Cornerstone Conservation Group LLC (“Cornerstone”) pursuant to a Membership Interest Purchase Agreement (the “Agreement”). Cornerstone’s main asset is its proprietary Combined Cooling, Heating and Power (“CCHP”) technology, which utilizes waste heat from commercial and residential heating, ventilation air conditioning and refrigeration (“HVACR”) systems. Cornerstone also has substantial experience and technology relating to geothermal or ground source heat pumps. The Company also moved its operations to a 5,000 square foot facility owned by one of the sellers in Scottsdale Arizona. The Company has been using the facility rent free on a short term basis but expects to negotiate a lease on fair market terms.

In consideration for the 100% membership interests in Cornerstone, the Company issued 2,260,000 shares of the Company’s common stock (valued at $1.37 per share, the closing price on March 30, 2012) to the selling members of Cornerstone and issued to the sellers fully vested three–year warrants to purchase an aggregate of 300,000 shares of the Company’s common stock as follows:

(i)	100,000 shares at an exercise price of $2.00 per share, exercisable beginning January 1, 2012, through December 31, 2016;
(ii)	100,000 shares at an exercise price of $3.00 per share, exercisable beginning July 1, 2012, through June 30, 2017; and
(iii)	100,000 shares at an exercise price of $4.00 per share, exercisable beginning January 1, 2013, through December 31, 2017.

The estimated fair value of the total warrants issued in connection with the acquisition of Cornerstone was $201,000 which was calculated using the Black-Scholes option valuation method with the following assumptions: a risk free interest rate of 1.04 percent, an estimated volatility of 79.1 percent and no dividend yield. The total present value of all consideration expected to be paid as part of this agreement was $3,297,200.

The following summarizes the fair values of the assets acquired:

Intangible asset – Intellectual Property	$	659,440
Goodwill		2,637,760
Total assets acquired		3,297,200
Aggregate purchase price	$	3,297,200

The assets acquired were recorded at preliminary estimates of fair values determined by management, based on information currently available and on current assumptions as to future operations, and are subject to change upon the completion of acquisition accounting, including the finalization of asset valuations.

For the nine months ended September 30, 2012, amortization expense and accumulated amortization of the intangible asset- intellectual property was $109,907.

The following unaudited pro forma financial information presents the combined results of operations of the Company and Cornerstone as if the acquisition had occurred as of January 1, 2012. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed as of January 1, 2012. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the future financial position or operating results of PowerVerde. The unaudited pro forma financial information excludes acquisition and integration costs and does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS INFORMATION

	For the Nine Months Ended September 30
	2012			2011
Revenue	$	92,613		$	595,520
Net loss attributable to common shareholders of the Company	$	(1,793,341	)	$	(2,117,736	)
Basic and diluted net loss per common share attributable to common shareholders of PowerVerde	$	(0.06	)	$	(0.08	)

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Note 4 - Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

Note 4 – Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-11 “Disclosures about offsetting Assets and Liabilities” requiring additional disclosure about offsetting and related arrangements. ASU 2011-11 is effective retrospectively for periods beginning on or after January 1, 2013. The adoption of ASU 2011-11 will not have a material impact on the Company’s future financial position, results of operations or liquidity.

In July 2012, the FASB issued ASU 2012-02- Testing Indefinite- Lived Intangible Asserts for Impairment (“ASU 2012-02”) in order to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance. The new guidance allows an entity the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. ASU 2012-02 becomes effective for the Company on October 1, 2012, and earlier adoption is permitted. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements.

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Note 8 - Stock Options (Tables)

9 Months Ended

Sep. 30, 2012

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Options outstanding at December 31, 2011		1,750,000	$	0.91		10.00
Granted		—		—		—
Options outstanding at September 30, 2012		1,750,000	$	0.91		9.8

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Accounting Policies, by Policy (Policies)

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2012

Indication that Financial Statements are those of Development Stage Enterprise

Development Stage Company The Company is a development stage company as defined in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 915, "Development Stage Entities." The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy

Accounts Receivable Accounts receivable consist of balances due from sales and royalties. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2012, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Trust Account Restricted

During the three months ended September 30, 2012, the Company received $403,330 into a trust account held by the Company’s attorney for the sale of stock subscriptions. The funds were to be returned to the investors without interest if a certain stipulated amount was not raised by October 31, 2012 through the offering. The Company raised the stipulated amount required in accordance with the subscription agreements subsequent to September 30, 2012.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

Sales revenues and associated cost of sales are recognized when title of the goods sold pass to the buyer, when shipped and when accounts receivable are determined to be reasonably collectable. Certain sales agreements also require installation and training by PowerVerde once goods are received and accepted by the customer.

Licensing and royalty revenue from royalty agreements is recognized in accordance with the terms of the specific agreement.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major betterments and additions are capitalized, while replacement, maintenance and repairs, which do not extend the lives of the respective assets, are expensed as incurred.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Intellectual Property and Goodwill

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.

Goodwill is evaluated for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The impairment analysis involves a two step process. Step one involves the comparison of the fair value of the reporting unit to which goodwill relates (the Company’s enterprise value) to the carrying value of the reporting unit. If the fair value exceeds the carrying value, there is no impairment. If the carrying value exceeds the fair value of the reporting unit, the Company determines the implied fair value of goodwill and records an impairment charge for any excess of the carrying value of goodwill over its implied fair value.

For those reporting units with zero or negative carrying amounts, an entity must evaluate whether it is more likely than not that a goodwill impairment exists, regardless of the mathematical results of the Step 1 test. In making that determination, the entity should consider whether there are any adverse qualitative factors that could impact the amount of goodwill.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-based Compensation

The Company accounts for share-based compensation in accordance with ASC Topic 718 Share-Based Payments. The Company has used the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant.

Stockholders' Equity, Policy [Policy Text Block]

Common Stock Purchase Warrants

The Company accounts for common stock purchase warrants in accordance with ASC Topic 815- 40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”). Based on the provisions of ASC 815- 40, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

Income Tax Uncertainties, Policy [Policy Text Block]

Accounting for Uncertainty in Income Taxes

The Company applies the accounting standard regarding “Accounting for Uncertain Tax Positions” 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. The standard also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our consolidated financial statements. Our evaluation was performed for the tax years ended December 31, 2008, 2009, 2010 and 2011, the tax years which remain subject to examination by major tax jurisdictions as of September 30, 2012.

We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. In the event we have received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as selling, general and administrative expense.

Research and Development Expense, Policy [Policy Text Block]

Research and Development Costs

The Company’s research and development costs are expensed in the period in which they are incurred.

Use of Estimates, Policy [Policy Text Block]

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.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Financial Instruments and Fair Values

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument.

The carrying amount of cash and cash equivalents, trade receivables and other assets approximates fair value due to the short-term maturities of these instruments.

The fair values of all other financial instruments, including debt, approximate their book values as the instruments are short-term in nature or contain market rates of interest.

Reclassification, Policy [Policy Text Block]

Reclassifications

Certain reclassifications have been made to conform to prior period’s presentation to the current period’s presentation. These reclassifications had no effect on reported losses.

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Note 8 - Stock Options

9 Months Ended

Sep. 30, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 8 – Stock Options

Stock option activity for the nine months ended September 30, 2012, is summarized as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Options outstanding at December 31, 2011		1,750,000	$	0.91		10.00
Granted		—		—		—
Options outstanding at September 30, 2012		1,750,000	$	0.91		9.8

Total stock option compensation for the nine months ended September 30, 2012 and 2011 was $364,907 and $415,908 respectively. Remaining stock option compensation of $51,000 will be recognized through the remainder of 2012.

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Note 6 - Property and Equipment

9 Months Ended

Sep. 30, 2012

Property, Plant and Equipment Disclosure [Text Block]

Note 6 – Property and Equipment

A summary of property and equipment at September 30, 2012 and December 31, 2011 is as follows:

							Estimated Useful Lives
	September 30, 2012			December 31, 2011			(in years)
Equipment	$	25,426		$	25,426			5
Computer equipment (hardware)		6,975			6,975			3 - 5
Software		3,929			3,929			3
		36,330			36,330
Less: Accumulated depreciation		(25,404	)		(20,521	)
	$	10,926		$	15,809

The amounts charged to operations for depreciation for the nine months ended September 30, 2012 and 2011 were $4,883 and $5,505 respectively. Depreciation expense from inception through September 30, 2012 was $25,404.

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Note 7 - Stockholders' Equity

9 Months Ended

Sep. 30, 2012

Stockholders' Equity Note Disclosure [Text Block]

Note 7 – Stockholders’ Equity

Warrants

In 2008, the Company issued warrants to purchase 250,000 and 50,000 unregistered shares of the Company’s common stock at exercise prices of $1.50 and $2.30 per share, respectively. The warrants expired on various dates through November 2011. At September 30, 2012, 218,500 of these warrants had expired and 81,500 were exercised.

During March through December 2010, the Company issued warrants to purchase 439,999 unregistered shares of the Company’s common stock at an exercise price of $0.75 per share in association with stock subscription agreements. These warrants expire on various dates through December 2013. As of September 30, 2012, all of these warrants were outstanding.

During January through December 2011, the Company issued warrants to purchase 2,000,000 unregistered shares of the Company’s common stock at an exercise price of $0.75 per share in association with stock subscription agreements. These warrants expire on various dates through 2014. As of September 30, 2012, all of these warrants were outstanding.

The Company issued warrants on June 3, 2011 to various persons, including affiliates of the Company, for services provided to the Company. These warrants covered the purchase of 1,855,000 unregistered shares of the Company’s stock at an exercise price of $1.05 per share with a five-year term. These share-based payments have been accounted for in accordance with ASC 815-40 using the Black Scholes warrant pricing model to determine the fair value of each warrant. As of September 30, 2012, all of these warrants were outstanding.

On February 3, 2012, The Company issued warrants to purchase 500,000 unregistered shares of the Company’s common stock at an exercise price of $3.00 per share with a five-year term for settlement of certain disputed amounts (See Note 9). These share-based payments have been accounted for in accordance with ASC 815-40 using the Black-Scholes warrant pricing model to determine the fair value of each warrant. As of September 30, 2012, all of these warrants were outstanding.

In connection with the acquisition of Cornerstone (See Note 5), on March 30, 2012, the Company issued warrants to purchase 300,000 unregistered shares of common stock at exercise prices ranging from $2.00 to $4.00 per share. These warrants expire at various dates through December 2017. As of September 30, 2012, all of these warrants were outstanding.

During the second quarter of 2012, the Company issued warrants to purchase 335,000 unregistered shares of the Company’s common stock at an exercise price of $3.00 per share in association with stock subscription agreements. These warrants expire on various dates through 2015. As of September 30, 2012, all of these warrants were outstanding.

During the third quarter of 2012, the Company issued warrants to purchase 71,000 unregistered shares of the Company’s common stock at an exercise price of $3.00 per share in association with stock subscription agreements. These warrants expire July 30, 2015. As of September 30, 2012, all of these warrants were outstanding.

Expenses related to warrants issued in conjunction with settlement of certain disputes for the nine months ended September 30, 2012 and 2011 were $262,700 and $0, respectively.

A summary of warrants issued, exercised and expired during the nine months ended September 30, 2012 is as follows:

			Weighted
			Average
	Shares		Exercise Price
Balance at December 31, 2011		4,294,999		0.88
Issued		1,206,000		2.17
Balance at September 30, 2012		5,500,999		1.16

The weighted average grant date fair value of warrants issued during the nine month period ended September 30, 2012 amounted to $0.52 to $0.77 per warrant. The fair value of each warrant granted as compensation for services was determined using the Black-Scholes warrant pricing model and the following assumptions:

	September 30, 2012
Risk Free interest rate		.33% to 1.04	%
Expected term		5.0 years
Annualized volatility		79%-to 81	%
Expected dividends		—

The expected term of warrants granted is based on the contractual terms of the agreement and represents the period of time that warrants granted are expected to be outstanding.

The warrant shares referred to above are unregistered shares of the Company’s stock and are restricted from trading as defined under Rule 144 of the United States Securities Act of 1933.

Private Placement of Common Stock

In February 2012, the Company raised gross proceeds of $500,000 through the private placement of 500,000 shares of its common stock to accredited investors at $1.00 per share. The private placement was undertaken pursuant to the Agreement between the Company and Newton as disclosed in Note 9, below.

In the second quarter of 2012, the Company raised gross proceeds of $335,000 through the private placement of 335,000 unregistered shares of common stock to accredited investors at $1.00 per share. Each investor received a three-year warrant to purchase shares of common stock at $3.00 per share for a number of shares equal to the number of shares purchased by the investor in this offering. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

In the third quarter of 2012, the Company raised gross proceeds of $71,000 through the private placement of 71,000 unregistered shares of common stock to accredited investors at $1.00 per share. Each investor received a three-year warrant to purchase shares of common stock at $3.00 per share for a number of shares equal to the number of shares purchased by the investor in this offering. The Company paid a 10% commission on the gross proceeds of this offering to its placement agent.

Treasury Shares

On April 7, 2011, 4,500,000 shares of the Company’s stock were surrendered to Treasury in exchange for a $200,000 interest-free note payable due in April 2013. The note payable is reported as note payable to related party on the accompanying consolidated balance sheets. In accordance with GAAP, the Company has discounted this obligation at an imputed rate of 8%. The balance at September 30, 2012 was $188,349.

In April 2012, the Company purchased 100,000 shares of common stock from an affiliate at a price of $.25 per share. Of the $25,000 purchase price, $14,000 was paid in 2011 and the balance in April 2012. The shares have been held as treasury stock from the date of closing.

In May 2012, the Company purchased 450,000 shares of its common stock from an affiliate at a price of $0.20 per share. Of the $90,000 purchase price, $10,000 was paid at closing and the balance is payable $10,000 per month through January 2013. The payable has a balance of $58,000 at September 30, 2012 and is included in “Payable to related parties” in the accompanying condensed consolidated balance sheets. The shares have been held as treasury stock from the date of closing.

Preferred Shares

The Company has 50,000,000 shares of authorized, $0.0001 par value preferred stock. At September 30, 2012, no shares had been issued.

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Note 9- Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies Disclosure [Text Block]

Note 9– Commitments and Contingencies

On September 29, 2011, the Company entered into a license agreement (the “License Agreement”) with Newton Investments BV. Pursuant to the License Agreement, Newton will, for a period of 10 years, hold the exclusive manufacturing and distribution rights for the Systems in the 27 countries which are currently members of the European Union, subject to Newton’s achieving minimum sales of at least 100 Systems per year beginning in the second year of the License Agreement, payment of a royalty equal to 20% of the gross sales price of each System sold, and other terms and conditions set forth in the License Agreement.

In the first quarter of 2012, the Company raised $500,000 exclusively from accredited European investors (including $275,000 from a Newton affiliate) pursuant to a private placement of 500,000 shares of common stock at a price of $1.00 per share. There was no warrant issued pursuant to this round; however, simultaneously Newton affiliates received three-year warrants to purchase 500,000 shares at $1.00 per share in connections with the settlement of certain claims by and between the Company and Newton.

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Note 8 - Stock Options (Detail) - (Table 1) Stock Option Activity, Current Period (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Shares	1,750,000	1,750,000
Weighted Average Exercise Price (in Dollars per share)	$ 0.91	$ 0.91
Weighted Average Remaining Contractual Life (Years)	9 years 292 days	10 years

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Note 6 - Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2012

Property, Plant and Equipment [Table Text Block]

							Estimated Useful Lives
	September 30, 2012			December 31, 2011			(in years)
Equipment	$	25,426		$	25,426			5
Computer equipment (hardware)		6,975			6,975			3 - 5
Software		3,929			3,929			3
		36,330			36,330
Less: Accumulated depreciation		(25,404	)		(20,521	)
	$	10,926		$	15,809

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Note 5 - Acquisition (Detail) - (Table 1) Cornerstone Acquisition - Purchase Price Allocation (USD $)	Mar. 30, 2012
Intangible asset – Intellectual Property	$ 659,440
Goodwill	2,637,760
Total assets acquired	3,297,200
Aggregate purchase price	$ 3,297,200

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Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficiency) (USD $)	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Deficit during Development Stage [Member]	Total
Balances, December 31, 2011 at Dec. 31, 2011	$ 3,012	$ 4,730,724	$ (170,758)	$ (4,856,755)	$ (293,777)
Balances, December 31, 2011 (in Shares) at Dec. 31, 2011	25,624,565				25,624,565
Sale of common stock at $1.00 per share, net of stock issuance costs of $90,600	91	815,309			815,400
Sale of common stock at $1.00 per share, net of stock issuance costs of $90,600 (in Shares)	906,000
Issuance of warrants for settlement with Newton		262,700			262,700
Stock-based compensation		364,907			364,907
Issuance of common stock at $1.37 per share for Cornerstone acquisition	226	3,095,974			3,096,200
Issuance of common stock at $1.37 per share for Cornerstone acquisition (in Shares)	2,260,000
Issuance of warrants for Cornerstone acquisition		201,000			201,000
Cancellation of shares issued for services to Del Mar Consulting (in Shares)	(75,000)
Treasury Stock			(115,000)		(115,000)
Treasury Stock (in Shares)	(550,000)
Net loss for the nine months ended September 30, 2012				(1,703,381)	(1,703,381)
Balances, September 30, 2012 at Sep. 30, 2012	$ 3,329	$ 9,470,614	$ (285,758)	$ (6,560,136)	$ 2,628,049
Balances, September 30, 2012 (in Shares) at Sep. 30, 2012	28,165,565				28,094,565

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Note 3 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Significant Accounting Policies [Text Block]

Note 3 – Summary of Significant Accounting Policies

Development Stage Company

The Company is a development stage company as defined in the Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities.” The Company is devoting

substantially all of its present efforts to establish a new business and none of its planned principal operations have

commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

Accounts Receivable

Accounts receivable consist of balances due from sales and royalties. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2012, accounts receivable were considered to be fully collectible. Accordingly, no allowance for doubtful accounts was provided.

Trust Account Restricted

During the three months ended September 30, 2012, the Company received $403,330 into a trust account held by the Company’s attorney for the sale of stock subscriptions. The funds were to be returned to the investors without interest if a certain stipulated amount was not raised by October 31, 2012 through the offering. The Company raised the stipulated amount required in accordance with the subscription agreements subsequent to September 30, 2012.

Revenue Recognition

Sales revenues and associated cost of sales are recognized when title of the goods sold pass to the buyer, when shipped and when accounts receivable are determined to be reasonably collectable. Certain sales agreements also require installation and training by PowerVerde once goods are received and accepted by the customer.

Licensing and royalty revenue from royalty agreements is recognized in accordance with the terms of the specific agreement.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Expenditures for major betterments and additions are capitalized, while replacement, maintenance and repairs, which do not extend the lives of the respective assets, are expensed as incurred.

Intellectual Property and Goodwill

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.

Goodwill is evaluated for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The impairment analysis involves a two step process. Step one involves the comparison of the fair value of the reporting unit to which goodwill relates (the Company’s enterprise value) to the carrying value of the reporting unit. If the fair value exceeds the carrying value, there is no impairment. If the carrying value exceeds the fair value of the reporting unit, the Company determines the implied fair value of goodwill and records an impairment charge for any excess of the carrying value of goodwill over its implied fair value.

For those reporting units with zero or negative carrying amounts, an entity must evaluate whether it is more likely than not that a goodwill impairment exists, regardless of the mathematical results of the Step 1 test. In making that determination, the entity should consider whether there are any adverse qualitative factors that could impact the amount of goodwill.

Stock-based Compensation

The Company accounts for share-based compensation in accordance with ASC Topic 718 Share-Based Payments. The Company has used the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant.

Common Stock Purchase Warrants

The Company accounts for common stock purchase warrants in accordance with ASC Topic 815- 40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”). Based on the provisions of ASC 815- 40, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

Accounting for Uncertainty in Income Taxes

The Company applies the accounting standard regarding “Accounting for Uncertain Tax Positions” 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. The standard also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our consolidated financial statements. Our evaluation was performed for the tax years ended December 31, 2008, 2009, 2010 and 2011, the tax years which remain subject to examination by major tax jurisdictions as of September 30, 2012.

We may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to our financial results. In the event we have received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as selling, general and administrative expense.

Research and Development Costs

The Company’s research and development costs are expensed in the period in which they are incurred.

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.

Financial Instruments and Fair Values

The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument.

The carrying amount of cash and cash equivalents, trade receivables and other assets approximates fair value due to the short-term maturities of these instruments.

The fair values of all other financial instruments, including debt, approximate their book values as the instruments are short-term in nature or contain market rates of interest.

Reclassifications

Certain reclassifications have been made to conform to prior period’s presentation to the current period’s presentation. These reclassifications had no effect on reported losses.

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Note 5 - Acquisition (Detail) - (Table 2) Cornerstone Acquisition Pro forma Information (USD $)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Revenue	$ 92,613	$ 595,520
Net loss attributable to common shareholders of the Company	$ (1,793,341)	$ (2,117,736)
Basic and diluted net loss per common share attributable to common shareholders of PowerVerde (in Dollars per share)	$ (0.06)	$ (0.08)

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Note 5 - Acquisition (Tables)

9 Months Ended

Sep. 30, 2012

Schedule of Purchase Price Allocation [Table Text Block]

Intangible asset – Intellectual Property	$	659,440
Goodwill		2,637,760
Total assets acquired		3,297,200
Aggregate purchase price	$	3,297,200

Business Acquisition, Pro Forma Information [Table Text Block]

	For the Nine Months Ended September 30
	2012			2011
Revenue	$	92,613		$	595,520
Net loss attributable to common shareholders of the Company	$	(1,793,341	)	$	(2,117,736	)
Basic and diluted net loss per common share attributable to common shareholders of PowerVerde	$	(0.06	)	$	(0.08	)