NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 – ORGANIZATIONAL AND SIGNIFICANT ACCOUNTING POLICIES
A.
ORGANIZATION AND OPERATIONS
Cyclone
Power Technologies, Inc. (the “Company”, “our,” “Cyclone”) is the successor entity to the
business of Cyclone Technologies LLLP (the “LLLP”), a limited liability limited partnership formed in Florida in September
2004. The LLLP was the original developer and intellectual property holder of the Cyclone engine technology. Initialed in 2016,
the Company’s current business model, is to be primarily a research and development engineering company whose main purpose
is to develop, commercialize, market and license its Cyclone engine technology. Engines and related systems will be outsourced
for manufacturing but the company will invoice customers. Our prior business model also included engine manufacturing.
In
2012, the Company established Cyclone Performance LLC (“Cyclone Performance”) f/k/a Cyclone-TeamSteam USA, LLC.
The purpose of Cyclone Performance is to build, test and run a vehicle utilizing the Company’s engine. At March 31,
2017 the company had a 95% controlling interest in Cyclone Performance.
B.
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The
condensed consolidated financial statements include the accounts of the Company and its 95% owned subsidiary Cyclone Performance.
All material inter-company transactions and balances have been eliminated in the condensed consolidated financial statements
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles applicable to interim financial information and the requirements of Form 10-Q and Article 8 of Regulation S-X
of the SEC. Accordingly, they do not include all of the information and disclosures required by accounting principles generally
accepted in the United States for complete consolidated financial statements. Interim results are not necessarily indicative of
results for a full year. In the opinion of management, all adjustments, consisting of normal journal entries considered
necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods
have been included. Complete financial statements should be read in conjunction with the audited consolidated financial statements
and notes thereto for the year ended December 31, 2016, as filed with the Securities and Exchange Commission as part of the Company’s
Form 10-K.
The
results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results of operations to
be expected for the full fiscal year ending December 31,2017.
The
Company prepares its consolidated financial statements in conformity with account principles generally accepted in the United
States (“U.S. GAAP”). The accounting principles utilized by the Company require the Company to make judgments, estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the condensed consolidated financial statements, the reported amounts of revenues and expenses, cash flows and
the related footnote disclosures during the periods. On an on-going basis, the Company reviews and evaluates its estimates and
assumptions, including, but not limited to, those that relate to the realizable value of inventory, identifiable intangible assets
and other long-lived assets, contracts, income taxes, derivative liabilities, and contingencies. Actual results could differ from
these estimates.
The
financial statements presented for the three months ended March 31, 2017 and 2016 are unaudited.
C.
CASH
Cash
includes cash on hand and cash in banks. At March 31, 2017 and December 31, 2016, the Company maintained cash balances at one
financial institution.
D.
COMPUTATION OF INCOME (LOSS) PER SHARE
Net
income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding
during the period. Diluted net income (loss) per share is not presented as the conversion of the preferred stock and exercise
of outstanding stock options and warrants would have an anti-dilutive effect. As of March 31, 2017 and 2016, total anti-dilutive
shares amounted to approximately 14.9 and 13.8 million shares, respectively.
E.
INCOME TAXES
Income
taxes are accounted for under the asset and liability method as stipulated by Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 740, “
Income Taxes
” (“ASC 740”). Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities
or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced
to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s
view it is more likely than not (50%) that such deferred tax will not be utilized.
In
the unlikely event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate
whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities.
Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained
upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December
31, 2016 and March 31, 2017, the Company does not believe it has any uncertain tax positions that would result in the Company
having a liability to the taxing authorities. Interest related to the unrecognized tax benefits is recognized in the consolidated
financial statements as a component of income taxes. The Company’s tax returns are subject to examination by the federal
and state tax authorities for the years ended 2014 through 2016.
F.
REVENUE RECOGNITION
The
Company’s revenue recognition policies are in compliance with ASC 605, “
Revenue Recognition – Multiple
Element Arrangements
”, and Staff Accounting Bulletin (“SAB”) 104,
Revenue Recognition
. Revenue
is recognized at the date of shipment of engines and systems, engine prototypes, engine designs or other deliverables to
customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other
significant obligations of the Company exist and collectability is reasonably assured. Revenue from contracts for multiple
deliverables and milestone method recognition would be evaluated and allocated as appropriate. Payments received
before all of the relevant criteria for revenue recognition will be satisfied are recorded as deferred revenue on the condensed
consolidated balance sheets. The Company does not allow its customers to return prototype products. Current contracts do not
require the Company to provide any warranty assistance after the “deliverable” has been accepted.
It
is the Company’s intention when it has royalty revenue from its contracts to record royalty revenue periodically when earned,
as reported in sales statements from customers. The Company does not have any royalty revenue to date.
G.
WARRANTY PROVISIONS
Current
contracts do not require warranty assistance subsequent to acceptance of the “deliverable R&D prototype” by the
customer. For products that the Company will sell in the future, warranty costs are anticipated to be borne by the manufacturing
vendor.
H.
INVENTORY
Inventory
is recorded at the lower of cost or market. Based on our revised R&D company business model, commencing in 2016, costs include
material to develop a completed engine. In our former business model, costs include material, labor and allocated overhead to
manufacture a completed engine.
Costs
are periodically evaluated to determine if they have a net realizable value. If the net realizable value is lower than the carrying
amount, a reserve is provided.
I.
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC
820, “
Fair Value Measurements and Disclosures
” requires disclosures of information about the fair value of
certain financial instruments for which it is practicable to estimate the value. The carrying amounts reported in the balance
sheet for cash, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term
maturity of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measurement date. Inputs refer broadly to the assumptions
that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable
or unobservable. Observable inputs are based on market data obtained from sources independent of the Company. Unobservable inputs
reflect the Company’s own assumptions based on the best information available in the circumstances. The fair value hierarchy
prioritizes the inputs used to measure fair value into three broad levels. The three levels of the fair value hierarchy are defined
as follows:
Level
1
|
—
|
Inputs
are quoted prices in active markets for identical assets or liabilities as of the reporting date.
|
Level
2
|
—
|
Inputs
other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,
as of the reporting date.
|
Level
3
|
—
|
Unobservable
inputs for the asset or liability that reflect management’s own assumptions about the assumptions that market participants
would use in pricing the asset or liability as of the reporting date.
|
The
summary of fair values and changing values of financial instruments as of January 1, 2017 (beginning of period) and March 31,
2017 (end of period) is as follows:
Instrument
|
|
Beginning of Period
|
|
|
Change
|
|
|
End of Period
|
|
|
Level
|
|
Valuation
Methodology
|
Derivative liabilities
|
|
$
|
754,000
|
|
|
$
|
291,001
|
|
|
$
|
1,045,001
|
|
|
|
3
|
|
Stochastic Process
Forecasting Model
|
Please
refer to Note 16 for disclosure and assumptions used to calculate the fair value of the derivative liabilities.
J.
RESEARCH AND DEVELOPMENT
Research
and development activities for product development are expensed as incurred. Costs for the three months ended March 31, 2017 and
2016 were $40,676 and $34,693, respectively.
K.
STOCK BASED COMPENSATION
The
Company applies the fair value method of ASC 718, “
Share Based Payment
”, in accounting for its stock based
compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting period. The Company values stock based compensation at the market
price for the Company’s common stock as of the date in which the obligation for payment of services is incurred.
L.
COMMON STOCK OPTIONS AND PURCHASE WARRANTS
The
Company accounts for common stock options and purchase warrants at fair value in accordance with ASC 815-40, “
Derivatives
and Hedging”.
The Black-Scholes option pricing valuation method (“BSM option pricing model”) is used to
determine fair value of these warrants consistent with ASC 718, “
Share Based Payment”.
Use of this method requires
that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest
rates.
The
Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on
the fair value of the equity instruments exchanged, in accordance with ASC 505-50, “
Equity Based payments to Non-employees”
.
M.
ORIGINAL ISSUE DEBT DISCOUNT
The
original issue discount (OID) related to notes payable is amortized by the effective interest method over the repayment period
of the notes. The unamortized OID is represented as a reduction of the amount of the notes payable.
N.
PROPERTY AND EQUIPMENT
Property
and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives
of the assets as follows:
|
|
Years
|
Display equipment for trade shows
|
|
3
|
Leasehold improvements and furniture and fixtures
|
|
10 - 15
|
Shop equipment
|
|
7
|
Computers
|
|
3
|
Expenditures
for maintenance and repairs are charged to operations as incurred.
O.
IMPAIRMENT OF LONG LIVED ASSETS
The
Company continually evaluates the carrying value of intangible assets and other long lived assets to determine whether there are
any impairment losses. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover
the assets’ carrying amount, an impairment loss would be charged to expense in the period identified. To date, the Company
has not recognized any impairment charges.
P.
RECENT ACCOUNTING PRONOUNCEMENTS
The
FASB issued the following in 2017:
Update
2017-03
—Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures
(Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF
Meetings (SEC Update). The Company is still in the process of evaluating the effect of adoption on its financial
position, results of operations and cash flows, and the effective date of application is 2018.
Update 2017-01
—Business Combinations
(Topic 805): Clarifying the Definition of a Business In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation:
Improvements to Employee Share-Based Payment Accounting. This addresses the accounting for share-based payment transactions and
includes the recognition of the income tax effects of awards that vest or settle as income tax expense and clarification of the
presentation of certain components of share-based awards in the statement of cash flows.
We
are still in the process of evaluating the effect of adoption on its financial position, results of operations and cash flows,
and the effective date of application is 2018.
Q.
CONCENTRATION OF RISK
The
Company does not have any off-balance sheet concentrations of credit risk. The Company expects cash and accounts receivable to
be the two assets most likely to subject the Company to concentrations of credit risk. The Company’s policy is to maintain
its cash with high credit quality financial institutions to limit its risk of loss exposure.
As
of March 31, 2017, the Company maintained its cash in one quality financial institution. The Company has not experienced any losses
in its bank accounts through March 31, 2017. The Company purchases raw material and components from multiple sources, none of
which may be considered a principal or material supplier. If necessary, the Company could replace these suppliers with minimal
effect on its business operations.
R.
DERIVATIVE FINANCIAL INSTRUMENTS
Accounting
and reporting standards for derivative instruments and for hedging activities were codified by ASC Topic 815,
Derivatives and
Hedging
(“ASC Topic 815”). It requires that all derivatives be recognized in the balance sheet and measured at
fair value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings or recorded in
other comprehensive income (loss) depending on the purpose of the derivatives and whether they qualify and have been designated
for hedge accounting treatment. The Company has derivative liabilities pursuant to convertible debt and common stock warrants,
and has recognized net expenses on the condensed consolidated statements of operations. The Company does not have any derivative
instruments for which it has applied hedge accounting treatment.
NOTE
2 - GOING CONCERN
As
shown in the accompanying condensed consolidated financial statements, the Company incurred substantial operating and other
losses and expenses of approximately $0.8 million and $0.3 million for the three months ended March 31, 2017 and
2016 respectively. The cumulative deficit since inception is approximately $61.6 million. The Company has a working capital
deficit at March 31, 2017 of approximately $4.6 million. There is no guarantee whether the Company will be able to generate enough
revenue and/or raise capital to support its operations. This raises substantial doubt about the Company’s ability to continue
as a going concern. The ability of the Company to continue as a going concern is dependent on management’s plans which include
implementation of its business model to generate revenue from development contracts, licenses and product sales, and continuing
to raise funds through debt or equity raises. The Company will also likely continue to rely upon related-party debt or equity
financing.
The
condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company is currently raising working capital to fund its operations via private placements of debt, advance contract payments
(deferred revenue), advances from and deferred payments to related parties and the timing of payment of accrued liabilities.
NOTE
3 – INVENTORY, NET
Inventory
principally consists of raw material to develop an engine and it is stated at the lower of cost or market.
Inventory,
net consists of:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
Raw materials
|
|
$
|
26,667
|
|
|
$
|
26,667
|
|
Total
|
|
$
|
26,667
|
|
|
$
|
26,667
|
|
We
provide estimated provisions for the realization, valuation and obsolescence of our inventories, including adjustments to market,
based on various factors, including the age of such inventory and our management’s assessment of the need for such provisions.
We look at historical inventory aging and usage reports and margin analyses in determining our provision estimate.
NOTE
4 – PROPERTY AND EQUIPMENT, NET
Property
and equipment consists of the following:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
Display equipment for trade shows
|
|
$
|
6,270
|
|
|
$
|
6,270
|
|
Leasehold improvements and furniture and fixtures
|
|
|
93,922
|
|
|
|
93,922
|
|
Equipment and computers
|
|
|
202,578
|
|
|
|
202,578
|
|
Total
|
|
|
302,770
|
|
|
|
302,770
|
|
Accumulated depreciation
|
|
|
(216,843
|
)
|
|
|
(209,498
|
)
|
Net property and equipment
|
|
$
|
85,927
|
|
|
$
|
93,272
|
|
Depreciation
expense for the three months ended March 31, 2017 and 2016 was $7,345 and $8,372, respectively.
NOTE
5 – PATENTS, TRADEMARKS AND COPYRIGHTS
Patents,
trademarks and copyrights consist of legal fees paid to file and perfect these claims. The net balances as of March 31, 2017 and
December 31, 2016 were $172,116 and $178,478, respectively. For the three months ended March 31, 2017 and for the year ended December
31, 2016, the Company capitalized $0 and $0, respectively, of expenditures related to these assets. As of March 31, 2017, the
Company had 15 patents issued on its technology both in the U.S. and internationally, and the U.S.
Patents,
trademarks and copyrights are amortized over the life of the intellectual property which is 15 years. Amortization expenses for
the three months ended March 31, 2017 and 2016 were $6,362 and $8,921, respectively.
NOTE
6 – NOTES AND OTHER LOANS PAYABLE
A
summary of non-related party notes and other loans payable is as follows:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
12% convertible notes payable, maturing at various dates from November 2013 through April 2016 (A)
|
|
$
|
42,951
|
|
|
$
|
42,951
|
|
|
|
|
|
|
|
|
|
|
10% convertible note payable, monthly payments commencing in December 2013 through July 2014 (B)
|
|
|
19,963
|
|
|
|
19,963
|
|
|
|
|
|
|
|
|
|
|
10% convertible notes payable maturing at various dates from May 2015 through February 2016 (C)
|
|
|
76,000
|
|
|
|
76,000
|
|
|
|
|
|
|
|
|
|
|
10% convertible notes payable, maturing at various dates from December 2015 through January 2016 (D)
|
|
|
29,303
|
|
|
|
29,303
|
|
10% convertible notes payable maturing at various dates from February 2015 through August 2015 (F)
|
|
|
116,200
|
|
|
|
116,200
|
|
|
|
|
|
|
|
|
|
|
12% convertible notes payable, maturing at various dates from April 2015 through May 2015 (G)
|
|
|
60,000
|
|
|
|
85,000
|
|
|
|
|
|
|
|
|
|
|
10% note payable, maturing Feb 3, 2018
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
Various notes payable, maturing 2016 and 2017
|
|
|
38,500
|
|
|
|
13,500
|
|
|
|
|
|
|
|
|
|
|
Note payable, maturing Oct 14 2016, (I)
|
|
|
27,000
|
|
|
|
27,000
|
|
|
|
|
|
|
|
|
|
|
Demand Note, (H)
|
|
|
6,725
|
|
|
|
6,725
|
|
|
|
|
|
|
|
|
|
|
Total non related party notes
|
|
|
466,642
|
|
|
|
512,642
|
|
|
(A)
|
Notes
issued net of 10% original discount (fully amortized). This note is in default.
|
|
|
|
|
(B)
|
Note
issued net of original discount (fully amortized). Effective May 8, 2015, the Company is subject to a default judgment of
approximately $175,000, plus subsequent penalty interest for non-payment of convertible debt and interest. The Company is
negotiating a reduced settlement. Unpaid interest, default penalties and default interest is included in accounts payable
and accrued liabilities.
|
|
|
|
|
(C)
|
Notes
issued net of discount from derivative liabilities (fully amortized). At December 31, 2016, the Company held approximately
97 million shares in reserve to cover the potential conversion of this note into common stock pursuant to debt covenants.
This note is in default.
|
|
|
|
|
(D)
|
Notes
issued net of discount (fully amortized). This note is in default.
|
|
|
|
|
(F)
|
Notes
issued net of discount from derivative liabilities (fully amortized). At March 31, 2017, the Company held 233.3 million shares
in reserve to cover the potential conversion of this note into common stock pursuant to debt covenants. This note is in default.
|
|
|
|
|
(G)
|
Notes
issued net of discount from derivative liabilities (fully amortized). The Company is subject to litigation judgment of approximately
$150,000, plus subsequent penalty interest for non–payment. Company is seeking to arrange a settlement. Unpaid interest,
default penalties and default interest is included in accounts payable and accrued liabilities.
|
|
|
|
|
(H)
|
Note
convertible into common stock at a 40% discount to 20 day market average.
|
|
|
|
|
(I)
|
Interest
of $3,000 to be paid in 1,500,000 shares of restricted company common stock This note is in default
|
A
summary of related party notes and other loans payable is as follows:
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
6% demand loans per Operations Agreement with Schoell Marine Inc., a company owned by Cyclone’s Chairman and controlling shareholder (A)
|
|
$
|
172,751
|
|
|
$
|
169,751
|
|
6% non-collateralized loans from officer and shareholder, payable on demand. The original principal balances were $157,101.
|
|
|
94,849
|
|
|
|
107,842
|
|
12% non-collateralized loans from officer and shareholder, payable on demand
|
|
|
21,044
|
|
|
|
21,044
|
|
Accrued Interest
|
|
|
100,573
|
|
|
|
95,123
|
|
Total current related party notes, inclusive of accrued interest
|
|
$
|
389,217
|
|
|
$
|
393,760
|
|
|
(A)
|
This
note arose from services and salaries incurred by Schoell Marine on behalf of the Company. The Schoell Marine note bears an
interest rate of 6% and repayments occur as cash flow of the Company permits.
|
NOTE
7 – RELATED PARTY TRANSACTIONS- DEFERRED COMPENSATION
Included
in accounts payable and accrued expenses - related parties as of March 31, 2017 and December 31, 2016 are $628,975 and $545,225
respectively, of accrued and deferred officers’ salaries compensation which may be paid as funds are available. These are
non-interest bearing and due on demand.
NOTE
8 – PREFERRED STOCK
The
Series B Preferred Stock is majority voting stock and is held by the two co-founders of the Company. Ownership of the Series B
Preferred Stock shares assures the holders thereof a 51% voting control over the common stock of the Company. The 1,000 Series
B Preferred Stock shares are convertible on a one-for-one basis with the common stock in the instance the Company is merged, sold
or otherwise dissolved.
NOTE
9 – STOCK TRANSACTIONS
During
the three months ended March 31, 2017, the Company:
|
a-
|
Amortized
(based on vesting) $923 of common stock options for employee services.
|
|
|
|
|
b-
|
Issued
approximately 144.5 million shares of common stock pursuant to conversions of approximately $83,000 of notes payable, accrued
liabilities and related interest.
|
NOTE
10 – STOCK OPTIONS AND WARRANTS
A.
COMMON STOCK OPTIONS
Per
the employment contracts with certain officers, for the three months ended March 31, 2017, the company issued 450,000 common stock
options, valued at $675 (pursuant to the Black Scholes valuation model) that are exercisable into shares of common stock at
an average exercise price of $.0015 and with a maturity life of 10 years. For the three months year ended March 31, 2017, the
amortization of stock options was $923 and the unamortized balance was $2,149.
A
summary of the common stock options for the period from December 31, 2016 through March 31, 2017 follows:
|
|
Number Outstanding
|
|
|
Weighted
Avg. Exercise Price
|
|
|
Weighted
Avg. Remaining Contractual Life (Years)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2016
|
|
|
14,030,000
|
|
|
$
|
.096
|
|
|
|
5.3
|
|
Options issued
|
|
|
450,000
|
|
|
|
.002
|
|
|
|
10
|
|
Options exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance, March 31, 2017
|
|
|
14,480,000
|
|
|
$
|
.093
|
|
|
|
5.2
|
|
The
vested and exercisable options at period end follows:
|
|
Exercisable/
Vested Options Outstanding
|
|
|
Weighted
Avg. Exercise Price
|
|
|
Weighted
Avg. Remaining Contractual Life (Years)
|
|
Balance March 31, 2017
|
|
|
12,680,000
|
|
|
$
|
.100
|
|
|
|
4.6
|
|
Additional vesting by June 30, 2017
|
|
|
450,000
|
|
|
|
.002
|
|
|
|
9.0
|
|
The
fair value of new stock options, granted using the Black-Scholes option pricing model was calculated using the following assumptions:
|
|
Three Months Ended
March 31, 2017
|
|
|
Three Months Ended
March 31, 2016
|
|
Risk free interest rate
|
|
|
1.5
|
%
|
|
|
.89
|
%
|
Expected volatility
|
|
|
134
|
%
|
|
|
102
|
%
|
Expected term
|
|
|
3
|
|
|
|
3
|
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
Average value per options and warrants
|
|
$
|
.0015
|
|
|
$
|
.0003
|
|
Expected
volatility is based on historical volatility of the Company’s common stock price. Short Term U.S. Treasury rates were utilized
at the risk free interest rate. The expected term of the options and warrants was calculated using the alternative simplified
method newly codified as ASC 718 “
Accounting for Stock Based Compensation,
” which defined the expected life
as the average of the contractual term of the options and warrants and the weighted average vesting period for all issuances.
B.
COMMON STOCK WARRANTS
A
summary of outstanding vested warrant activity for the period from December 31, 2016 to March 31, 2017 follows:
|
|
Number Outstanding
|
|
|
Weighted Average Exercise Price
|
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Common Stock Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2016
|
|
|
500,000
|
|
|
$
|
.08
|
|
|
|
.67
|
|
Warrants issued
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Warrants expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Warrants cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance, March 31, 2017
|
|
|
500,000
|
|
|
$
|
.08
|
|
|
|
.42
|
|
NOTE
11 – INCOME TAXES
A
reconciliation of the differences between the effective income tax rates and the statutory federal tax rates for the three months
ended March 31, 2017 and 2016 are as follows:
|
|
Three Months ended
March 31, 2017
|
|
|
Amount
|
|
|
Three Months ended
March 31 2016
|
|
|
Amount
|
|
Tax benefit at U.S. statutory rate
|
|
|
34
|
%
|
|
$
|
134,493
|
|
|
|
34
|
%
|
|
$
|
143,606
|
|
State taxes, net of federal benefit
|
|
|
4
|
%
|
|
|
15,823
|
|
|
|
4
|
%
|
|
|
16,895
|
|
Change in valuation allowance
|
|
|
(38
|
)%
|
|
$
|
(150,316
|
)
|
|
|
(38
|
)%
|
|
$
|
(160,501
|
)
|
The
tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at March
31, 2017 and December 31, 2016 consisted of the following:
Deferred Tax Assets
|
|
March 31, 2017
|
|
|
December 31, 2016
|
|
Net Operating Loss Carry-forward
|
|
$
|
10,759,748
|
|
|
$
|
10,577,607
|
|
Deferred Tax Liabilities – Accrued Officers’ Salaries
|
|
|
(926,431
|
)
|
|
|
(900,306
|
)
|
Net Deferred Tax Assets
|
|
|
9,833,317
|
|
|
|
9,677,301
|
|
Valuation Allowance
|
|
|
(9,833,317
|
)
|
|
|
(9,677,301
|
)
|
Total Net Deferred Tax Assets
|
|
$
|
-
|
|
|
$
|
-
|
|
As
of March 31, 2017, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $23.2
million that may be offset against future taxable income through 2031. Current tax laws limit the amount of loss available to
be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset
future taxable income may be limited. No tax asset has been reported in the financial statements because the Company believes
there is a 50% or greater chance the carry forwards will expire unused. Accordingly, the potential tax benefits of the loss carry
forwards are offset by a valuation allowance of the same amount.
NOTE
12- LEASE OBLIGATIONS
A.
LEASE ON FACILITIES
The
Company leases a 6,000 square foot warehouse and office facility located at 601 NE 26th Court in Pompano Beach, Florida. The lease
period ended December 2016 and the current lease is monthly with a 3% rate increase. Occupancy costs for each of the three
months ended March 31, 2017 and 2016 was $15,900.
B.
CAPITALIZED LEASE OBLIGATIONS
Total
lease payments made for the three months ended March 31, 2017 were $0. The balance of capitalized lease obligations payable at
March 31, 2017 and December 31, 2016 was $39,847. Future lease payments are:
2017
|
|
$
|
14,312
|
|
2018
|
|
|
9,754
|
|
2019
|
|
|
8,127
|
|
2020
|
|
|
7,655
|
|
2021
|
|
|
0
|
|
|
|
$
|
39,848
|
|
NOTE
13 – COMMITMENTS AND CONTINGENCIES
The
Company has employment agreements with Harry Schoell, Chairman and CTO (previously, CEO), at $150,000 per year and Frankie Fruge,
President, at $120,000 per year; (collectively, the “Executives”). These agreements provide for a term of three (3)
years from their Effective Date (July 2007 with automatically renewing successive one year periods starting on the end of the
second anniversary of the Effective Date. If the Executive is terminated “without cause” or pursuant to a “change
in control” of the Company, as both defined in the respective agreements, the Executive shall be entitled to (i) any unpaid
Base Salary accrued through the effective date of termination, (ii) the Executive’s Base Salary at the rate prevailing at
such termination through 12 months from the date of termination or the end of his Term then in effect, whichever is longer, and
(iii) any performance bonus that would otherwise be payable to the Executive were he/she not terminated, during the 12 months
following his or her termination.
NOTE
14 –CONSOLIDATED SUBSIDIARY
In
2012, the Company established a 100% owned subsidiary (renamed) Cyclone Performance LLC. The purpose of Cyclone Performance is
to build, test and run a vehicle utilizing the Company’s engine. In the last quarter of 2012, the Company sold a 5% equity
investment to an unrelated investor for $30,000. Subsequent to December 31, 2012, this 5% equity investment was acquired by a
corporate officer of the Company. Losses of the subsidiary are currently fully borne by the Company, as there is no guarantee
of future profits or positive cash flow of the subsidiary. As of March 31, 2017, the cumulative unallocated losses to the non-controlling
interests of this subsidiary of $953 are to be recovered by the parent from future subsidiary profits if they materialize.
NOTE
15 – RECEIVABLES, DEFERRED REVENUE AND BACKLOG
As
of March 31, 2017, total backlog for prototype engines to be delivered was $400,000 from the Combilift agreement, of which $100,000
has been paid and has been recorded as deferred revenue. In 2016, three (3) other customers advanced $175,700 as deposits
towards payments on $355,000 of contracts for engines currently estimated to be delivered in 2017 and license deposits.
NOTE
16 – DERIVATIVE FINANCIAL INSTRUMENTS
Pursuant
to additional financing, in the year ended December 31, 2016 and for the three months ended March 31, 2017 the Company entered
into no convertible note agreements. Prior convertible notes had conversion prices into common stock that ranged from a discount
of 30% to 45% of the lowest closing prices in the 10 to 20 trading days prior to the conversion. Under provisions of ASC Topic
815-40, this conversion feature triggered derivative accounting treatment because the convertible note was convertible into an
indeterminable number of shares of common stock. The fair value of the embedded conversion option was required to be presented
as a derivative liability and adjusted to fair value at each reporting date, with changes in fair value reported in the condensed
consolidated statements of operation.
In
the three months ended March 31, 2017, the Company recorded a non cash charge of $323,467 of derivative losses related to adjusting the derivative liability to
fair value. At March 31, 2017, the derivative related fair value of debt and related convertible liabilities was $1,045,001.
The
Company calculates the estimated fair values of the liabilities for derivative instruments at each quarter-end using the BSM option
pricing model and Stochastic Process Forecasting models (Monte Carlo simulations). Volatility, expected term and risk free interest
rates used to estimate the fair value of derivative liabilities are indicated in the table below. The volatility was based on
historical volatility, the expected term is equal to the remaining term of the debt and the risk free rate is based upon rates
for treasury securities with the same term update
|
|
3
Months Ended March 31, 2017
|
|
|
Year
Ended
December. 31, 2016
|
|
Volatility
|
|
|
121
|
%
|
|
|
71% - 91
|
%
|
Risk Free Rate
|
|
|
1.0
|
%
|
|
|
.02% -.28
|
%
|
Expected Term (years)
|
|
|
.25
|
|
|
|
0 -1.05
|
|
Dividend Rate
|
|
|
0
|
%
|
|
|
0
|
%
|
NOTE
17 – LlTIGATION
Effective
May 8, 2015, the Company is subject to a default judgment of approximately $175,000, plus subsequent penalty interest for non-payment
of convertible debt and interest. Tonaquint Inc. filed and received a judgment and the Company is negotiating a reduced settlement.
As at March 31 2017, outstanding interest, default interest and default judgment penalties are included in accrued liabilities.
In
August 2015, the Company is subject to litigation of approximately $150,000, plus subsequent penalty interest for non -payment
of a liability. JSJ filed and received a judgment and the Company has arranged a settlement. As at March 31, 2017, outstanding
interest, default interest and default judgment penalties are included in accrued liabilities.
NOTE
19 – SUBSEQUENT EVENTS
In
the second quarter of 2017, the Company engaged in the following transactions:
|
a-
|
The
Company issued 70 million shares of common stock in settlement of a $123,000 accrued liability for services.
|
|
|
|
|
b-
|
The
company issued approximately 6.4 million shares of common stock valued at approximately $5,000 for services.
|
|
|
|
|
c-
|
The
company obtained net proceeds of $99,650 from issuance of indebtedness to existing debt holders.
|