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Related Party Transactions Disclosure
6 Months Ended
Jun. 30, 2021
Notes  
Related Party Transactions Disclosure

3. Related Party Transactions

 

Consulting Fees

 

Certain stockholders of the Company and entities affiliated with management perform services for customers and were compensated at various rates. Total consulting expenses incurred by these stockholders and entities amounted to $0 and $3,091 for the three and six month periods, respectively, ended June 30, 2021, and $11,717 and $75,521 for the three and six month periods, respectively, ended June 30, 2020. Amounts payable to these stockholders and entities at June 30, 2021 and December 31, 2020 totaled $11,701 and $9,460, respectively.

 

Intangible Asset Valuation

 

The Company performs a qualitative assessment of its intangible assets to determine whether the existence of events and circumstances leads to a determination that it is more likely than not that the fair value of its one such asset is less than its carrying amount. As a result of management’s qualitative assessment, the Company determined that the carrying value of its license agreement warranted no loss or impairment as of June 30, 2021.

 

License Agreements

 

In December, 2017, the Company entered into an intellectual property license agreement (the “Patent License”) with Thermal Tech Holdings, LLC, a Delaware limited liability company (“TTH”). TTH is an entity owned equally by two entities affiliated, respectively, with two officers and directors of the Company, who also serve in management positions with TTH.

 

TTH is the owner of certain patent applications as well as the inventions relating to the Company’s proprietary engine technology (the “Licensed Patents and Technical Information”). The Licensed Patents and Technical Information were developed by an independent non-profit research institute (the “Contractor”). All work done by the Contractor was paid for by TTH in order that TTH, rather than the Company, would be at risk if the research, development, engineering and design work were of little or no value. Furthermore, the work performed by the Contractor for TTH was confidential for competitive business reasons.

 

 

PwrCor, Inc.

 

Notes to Financial Statements

June 30, 2021

(Unaudited)

 

3. Related Party Transactions (continued)

 

License Agreements (continued)

 

The Patent License grants the Company a worldwide non-exclusive license to use the Licensed Patents and Technical Information to make, use or sell any products and/or services which would be covered by these specific Licensed Patents. However, TTH may not license any Licensed Patents and Technical Information to any competitive entity, or to any other entity without the prior written consent of the Company.

 

The agreement calls for the Company to pay TTH a royalty equal to five percent (5%) of the Net Revenue (as defined) of all Licensed Products covered by a Licensed Patent sold by the Company and its affiliates, as well as an initial license fee of $135,000 which was paid. The Patent License will terminate upon the expiration of all Licensed Patents. The Company may terminate the agreement on ninety (90) days’ prior written notice. TTH may terminate the agreement on ninety (90) days’ prior written notice for uncured defaults (as defined).

 

The accompanying June 30, 2021 balance sheet presents the carrying value of the license fee at $87,750, which is net of $47,250 in accumulated amortization. The cost of the license agreement is being amortized on a straight-line basis over ten years.

 

The Company periodically performs an analysis of its contractual rights and arrangements and establishes asset value based on that analysis.

 

Technology Development Fees

 

Under a technology development agreement the Company has with TTH, the Company reimburses TTH for managing the work by a contracted third party on various technology developments as agreed to on a case-by-case basis. The amounts payable under this arrangement amounted to $243,112 at both June 30, 2021 and December 31, 2020. The Company obtains full rights to any intellectual property it develops or acquires through such payments.