UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2018

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-54449

Cyclone Power Technologies, Inc.

(Exact name of registrant as specified in its charter)

Florida		26-0519058
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

601 NE 26th Ct
Pompano Beach, Florida		33064
(Address of principal executive offices)		(Zip Code)

(954) 943-8721

(Registrant’s telephone number, including area code)

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 preceding 12 months (or for such 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. Yes [X] 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). Yes [X] 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]	Accelerated filer [ ]	Non-accelerated filer [ ]		Smaller reporting company [X]
		(Do not check if a 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 [ ] No [X]

As of ~~June~~August 1420, 2018, there were 5,292,794,585 shares of the registrant’s common stock issued and outstanding.

CYCLONE POWER TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017	2
Condensed Consolidated Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017	2
Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017 (unaudited)	3
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (unaudited)	4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017 (unaudited)	4
Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures about Market Risk	1921
Item 4. Controls and Procedures	2021
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	2123
Item 1A. Risk Factors	2223
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2223
Item 3. Defaults upon Senior Securities	2223
Item 4. Mine Safety Disclosures	2223
Item 5. Other Information	2223
Item 6. Exhibits	2324

CYCLONE POWER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~MARCH~~JUNE 3130, 2018 AND DECEMBER 31, 2017

(UNAUDITED)

	March 31, 2018			December 31, 2017
	June 30, 2018			December 31, 2017
ASSETS
CURRENT ASSETS
Cash	$	729,~~500~~742		$	-
Other current assets		193			193
Total current assets		729,~~693~~935			193
PROPERTY AND EQUIPMENT
Furniture, fixtures, and equipment		302,770			302,770
Accumulated depreciation		(~~241~~243,~~157~~439	)		(236,938	)
Net property and equipment		6159,~~613~~331			65,832
OTHER ASSETS
Patents, trademarks and copyrights		394,980			394,980
Accumulated amortization		(~~308~~312,~~771~~735	)		(304,807	)
Net patents, trademarks and copyrights		8682,~~209~~245			90,173
Other assets		7,660			7,660
Total other assets		9389,~~869~~905			97,833
Total Assets	$	~~163~~179,~~175~~171		$	163,858
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Bank overdraft	$	-		$	52
Accounts payable and accrued expenses		1,~~914~~731,~~424~~688			2,057,068
Accounts payable and accrued expenses-related parties		~~963~~1,~~975~~046,720			880,225
Notes and other loans payable-current portion		428,793			494,795
Derivative liabilities		12,~~581~~049,000			1,424,001
Notes and other loans payable-related parties		~~383~~363,~~699~~665			399,873
Capital lease obligations-current portion		5,522			5,522
Capitalized lease obligations-current portion		5,522			5,522
Deferred revenue and license deposits		173,826			173,826
Contract Liability and license deposits		178,826			173,826
Total current liabilities		5,~~451~~804,~~239~~214			5,435,362
NON CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Notes and other loans payable-net of current portion		1,500			1,500
Total non-current liabilities		1,500			1,500
Total Liabilities		5,~~452~~805,~~739~~714			5,436,862
Commitments and contingencies
Commitments and contingencies (See Note 13)
STOCKHOLDERS' DEFICIT
STOCKHOLDERS’ DEFICIT
Series A preferred stock, $.0001 par value, 750,000 shares authorized, 0 shares issued and outstanding at March 31, 2018 and December 31, 2017		-			-
Series A preferred stock, $.0001 par value, 750,000 shares authorized, 0 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively.		-			-
Series B preferred stock, $.0001 par value, 1,000 shares authorized, 1,000 shares issued and outstanding at March 31, 2018 and December 31, 2017		-			-
Series B preferred stock, $.0001 par value, 1,000 shares authorized, 1,000 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively.		-			-
Common stock, $.0001 par value, 6,000,000,000 shares authorized, 5,292,794,585 and 2,859,645,298 shares, issued and outstanding March 31, 2018 and December 31, 2017, respectively.		529,278			285,963
Common stock, $.0001 par value, 6,000,000,000 shares authorized, 5,292,794,585 and 2,859,645,298 shares, issued and outstanding June 30, 2018 and December 31, 2017, respectively.		529,278			285,963
Additional paid-in capital		57,~~757~~968,~~236~~309			57,377,491
Treasury Stock, 317,000 shares at March 31, 2018 and December 31, 2017, at cost.		(3,000	)		(3,000	)
Treasury Stock, 317,000 shares, at June 30, 2018 and December 31, 2017, respectively, at cost.		(3,000	)		(3,000	)
Series A preferred stock to be issued		100,000			-
Series A preferred stock subscription		249,500			-
Accumulated deficit		(6364,~~702~~399,~~117~~662	)		(62,962,497	)
Total stockholders' deficit-Cyclone Power Technologies Inc.		(5,318,603)			(5,302,043	)
Total stockholders’ deficit-Cyclone Power Technologies Inc.		(5,655,575	)		(5,302,043	)
Non controlling interest in consolidated subsidiary		29,039			29,039
Non-controlling interest in consolidated subsidiary		29,032			29,039
Total Stockholders' Deficit		(5,289,564	)		(5,273,004	)
Total Stockholders’ Deficit		(5,626,543	)		(5,273,004	)
Total Liabilities and Stockholders' Deficit	$	163,175		$	163,858
Total Liabilities and Stockholders’ Deficit	$	179,171		$	163,858

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

CYCLONE POWER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	Six Months Ended June 30,						Three Months Ended June 30,
	2018			2017			2018			2017
REVENUES	$	-		$	-		$	-		$	-
COST OF GOODS SOLD		-			-			-			-
Gross profit		-			-			-			-
OPERATING EXPENSES
Advertising and promotion		311,~~810~~270			~~180~~6,652			7,460			6,472
General and administrative		~~162~~400,~~962~~662			~~317~~537,~~555~~383			237,700			219,828
Research and development		81166,~~943~~489			4096,~~676~~918			84,546			56,242
Total operating expenses		~~248~~578,~~715~~421			~~358~~640,~~411~~953			329,706			282,542
Operating loss		(~~248~~578,~~715~~421	)		(~~358~~640,~~411~~953	)		(329,706	)		(282,542	)
OTHER EXPENSE
OTHER (EXPENSE) INCOME
Other income (expense)		2138,419			(70,934	)		136,000			-
Change in fair value of derivative liability		(424,968	)		(323,467	)
Derivative (expense) -notes payable		(892,968	)		(407,467	)		(468,000	)		(84,000	)
Interest (expense)		(68104,~~356~~201	)		(49186,~~974~~023	)		(35,845	)		(136,049	)
Total other expense		(490,905	)		(444,375	)
Total other (expense)		(858,750	)		(664,424	)		(367,845	)		(220,049	)
Loss before income taxes		(~~739~~1,~~620~~437,171	)		(~~802~~1,~~786~~305,377	)		(697,551	)		(502,591	)
Income taxes		-			-			-			-
Net loss	$	(~~739~~1,~~620~~437,171	)	$	(~~802~~1,~~786~~305,377	)	$	(697,551	)	$	(502,591	)
Net loss per common share, basic and diluted	$	(0.00	)*	$	(0.00	)*	$	(0.00	)*	$	(0.00	)
Weighted average number of common shares outstanding		34,~~511~~072,~~429~~426,~~124~~766			1,~~551~~589,~~847~~583,~~880~~513			5,292,794,585			1,669,513,344

* Net loss per share less than $0.00

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

CYCLONE POWER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~739~~1,~~620~~437,171	)	$	(~~802~~1,~~786~~305,377	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		814,~~183~~429			1326,~~707~~784
Issuance of restricted common stock, options and warrants for services		~~350~~549			~~923~~6,829
Amortization of derivative debt discount		30,764			92,382
Loss on debt paid with common stock		-			70,934
Amortization of derivative debt discount		30,764			-
Loss from derivative liability conversion-notes payable		892,968			400,701
Change in fair value of derivative liability		424,968			323,468
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses		115,331			289,502
(Increase) in inventory		-			(488	)
Decrease in cash overdraft		(52	)		-
Increase in accounts payable and accrued expenses		143,468			414,086
Increase in accounts payable and accrued expenses-related parties		83166,~~750~~495			83167,~~750~~500
Net cash used in operating activities		(76,326	)		(20,502	)
Increase in contract liability		5,000			-
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-
Net cash used in operating activities		(183,498	)		(126,649	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes and loans payable		5,000			25124,~~000~~650
Payment of notes and loans payable		(5,000	)		-
Payment of related party notes and loans payable		(24,750	)		(14,000	)
(Decrease) increase in cash overdraft		(52	)		16,883
Increase in related party notes and loans payable		8,576			9,457
Payment of related party notes and loans payable		(52,200	)		(32,693	)
Proceeds from series A preferred stock		100,000			-
Increase in related party notes and loans payable		15,992			17,218
Net cash provided by financing activities		83,826			20,457
Proceeds from series A preferred stock subscription		249,500			-
Net increase (decrease) in cash		7,500			(45	)
Net cash provided by financing activities		213,240			126,058
Net increase (decrease) in cash		29,742			(591	)
Cash, beginning of period		-			591
Cash, end of period	$	729,~~500~~742		$	~~546~~-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
NON CASH INVESTING AND FINANCING ACTIVITIES:
Payment of interest in cash	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of 571,047,619 shares of Common stock for accrued liability settlement	$	134,754		$	-
Issuance of 1,862,101,668 shares of Common stock for debt and interest settlement	$	222,143		$	-
Issuance of 100,000,000 shares of Common stock for liability settlement	$	-		$	49,066
Issuance of 44,476,071 shares of Common stock for debt and interest settlement	$	-		$	34,246
Issuance of 70,000,000 shares of Common stock for liability settlement	$	-		$	123,000
Issuance of 6,637,000 shares of Common stock for services	$	-		$	5,096

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

CYCLONE POWER TECHNOLOGIES, INC.

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. Initiated in 2017, 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 various vehicles and vessels utilizing the Company’s engine. As of ~~March~~June 3130, 2018, the company had a 95% controlling interest in Cyclone Performance. Effective July 24, 2018, the company sold 76% of its equity for $15,000, and retains a 19% interest.

In May 2018, the Company established a wholly owned subsidiary, Emerging Power Solutions Inc., whose purpose is to provide alternative power solutions for various industries based on the application of the Cyclone Engine. As of June 30, 2018 there was no activity in this company.

In 2010, the Company established a subsidiary WHE Generation Corp. f/k/a, Cyclone-WHE LLC (the “WHE Subsidiary”, “WheGen”), to market the waste heat recovery systems for all Cyclone engine models. As of September 30, 2014 the Company had sold most of its ownership and the balance was sold in the second quarter of 2016.

B. PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The condensed consolidated financial statements include the accounts of the Company and the accounts of our 95% owned subsidiary Cyclone Performance LLC and 100% of Emerging Power Solutions Inc. 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, 2017, as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K.

The results of operations for the ~~three~~six months ended ~~March~~June 3130, 2018 are not necessarily indicative of the results of operations to be be expected for the full fiscal year ending December 31, 2018.

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~~six months ended ~~March~~June 3130, 2018 and 2017 are unaudited.

C. CASH

~~Cash~~The ~~includes~~Company ~~cash~~considers onall ~~hand~~highly-liquid, ~~and~~temporary cash ininvestments ~~banks.~~with an original maturity of three months or less to be cash equivalents. At ~~March~~June 3130, 2018, and December 31, 2017, the Company ~~maintained~~had no cash ~~balances at one financial institution~~equivalents.

D. COMPUTATION OF LOSS PER SHARE

Diluted 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~~June 3130, 2018 and 2017, total anti-dilutive shares related to the common stock ~~options~~ options plan amounted to approximately 1314.93 million and 14.9 million shares, respectively. On a pro-forma basis if the convertible debt and related interest and penalties were converted at respective conversion rates and applied discounts at the quarter end common stock price, for the ~~three~~six months ended ~~March~~June 3130, 2018 and 2017, approximately an additional 614.825 billion and 12.135 billion ~~shares~~ shares would be issuable, 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 byusing ~~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, 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 not 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 ~~2013~~2015 through 2017.

F. REVENUE RECOGNITION

In May 2014, ASC 606 was issued related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The standard became effective for the Company’s fiscal year beginning January 1, 2018. The adoption of ASC 606 did not have an impact on our financial position or results of operations, as the Company does not have any revenue.

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 only material to develop a completed engine for sale. In our former business model costs include material, labor and allocated overhead to manufacture a completed engine. These 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. All inventory was fully reserved at December 31, 2017.

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 the quarterly fair values and changing values of financial instruments as of January 1, 2018 through ~~March~~June 3130, ~~2018~~ 2018 is as follows:

	Derivative Liabilities
Balance, January 1, 2018	$	1,424,001
Additions		-
Conversions		(267,969	)
Deletions		-
Fair Value Adjustment –loss		~~424~~892,968
Balance, March 31, 2018	$	1,581,000
Balance, June 30, 2018	$	2,049,000

The table above is based on Level 3 hierarchy using the Stochastic Process Forecasting Model valuation methodology

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~~six ~~month~~and ~~periods~~three months ended ~~March 31~~June 30, 2018 and 2017 were $81166,~~943~~489, $96,918, $84,546 and $4056,~~676~~242, 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 is recognized over the service period, which is usually the vesting period. The Company values stock based compensation at the ~~market~~ 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

Intangible assets, consisting primarily of patents, are deemed to be critical for the furtherance of our business objectives and our engine products. There have been no impairments of our intangible assets, as we are developing our products and obtaining new contracts based on the engine and associated technology patents.

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

In February 2016, the Financial Accounting Standards Board (“FASB”) issued amended accounting guidance that changes the accounting for leases and requires expanded disclosures about leasing activities. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Lessor accounting will remain largely unchanged, other than certain targeted improvements intended to align lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The amended guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2018, and early application is permitted. The Company’s adoption of this guidance did not result in a material adjustment to the financial statements.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon required dates of adoption.

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~~June 3130, 2018, the Company maintained its cash in one quality financial institution. The Company has not experienced any losses in its bank accounts through ~~March~~June 3130, 2018. The company had no accounts receivable at ~~March~~June 3130, 2018 and December 31, 2017.

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 consolidated financial statements, the Company sustained substantial operating and other losses and expenses of approximately $1.74 million for the ~~three~~six months ended ~~March~~June 3130, 2018 and $2.1 million for the year ended December 31, 2017. The cumulative deficit since inception is approximately $6364.74 million. The Company has a working capital deficit at ~~March 31~~June 30, 2018 of approximately $5.48 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~~ 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 consolidated condensed 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 stock subscriptions, debt, advance contract payments (~~deferred revenue)~~contract liability) and advances from and deferred payments to related parties.

NOTE 3 – INVENTORY, NET

Initiated in 2016, based on our revised R&D company business model, inventory principally consists of raw material to develop an engine. Under our prior business model, inventory consisted of raw material engine parts, work in process engines, labor and overhead, net of realization, valuation and obsolescence reserves. In the aggregate inventory is stated at the lower of cost or market. All inventory was fully reserved at ~~March~~June 3130, 2018.

NOTE 4 – PROPERTY AND EQUIPMENT, NET

Property and equipment ~~consists~~consist of the following:

	March 31, 2018			December 31, 2017
	June 30, 2018			December 31, 2017
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		(~~241~~243,~~157~~439	)		(236,938	)
Net property and equipment	$	6159,~~613~~331		$	65,832

Depreciation expense for the six months ended June 30, 2018 and 2017 was $6,501 and $14,060, respectively. Depreciation expense for the three months ended ~~March~~June 3130, 2018 and 2017 was $42,~~219~~282 and $76,~~345~~715, 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~~June 3130, 2018 and December 31, 2017, were $ 8682,~~209~~245 and $90,173, respectively. There were no capitalized additions to patents, trademarks and copyrights during the ~~three~~six months ended ~~March~~June 3130, 2018 and the year ended December 31, 2017. For the ~~three~~six months ended ~~March~~June 3130, 2018 and ~~the~~ the year ended December 31, 2017, the Company recorded net charges of $0 and $62,857, respectively, included in general and administrative expenses, for various expired patents; the basic patents for the Cyclone technology are still protected.

As of ~~March~~June 3130, 2018, the Company had 3 active and 8 expired patents issued on its technology both in the U.S. and internationally. Pursuant to new US Patent Office regulations, upon approval, expired patents can be reinstated upon payment of unpaid maintenance fees.

Patents, trademarks and copyrights are amortized over the life of the intellectual property which is 15 years. Amortization expenses for the ~~three~~six months ended ~~March~~June 3130, 2018 and 2017 were $7,928 and $12,724, respectively. Amortization expenses for the three months ended June 30, 2018 and 2017 were $3,964 and $6,362, respectively.

NOTE 6 – NOTES AND OTHER LOANS PAYABLE

A.	THIRD PARTY

A summary of non -related notes and other loans payable is as follows:

	March 31, 2018		December 31, 2017
	June 30, 2018		December 31, 2017
12% convertible notes payable, maturing at various dates from November 2013 through October 2017 (A)	$	72,948	$	61,196
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 2016 through February 2017 (C)		76,000		76,000
10% convertible notes payable, maturing at various dates from December 2016 through January 2017 (D)		-		26,192
10% convertible notes payable maturing at various dates from February 2016 through August 2016 (E)		112,200		140,658
12% convertible notes payable, maturing at various dates from April 2016 through May 2016 (F)		12,832		35,936
10% note payable, maturing Feb 3, 2017		50,000		50,000
Various notes payable, maturing 2017 and 2018 (G)		72,650		72,650
6 % note payable, maturing Oct 12, 2019, (I)		1,500		1,500
Various notes payable, maturing 2017 and 2018		12,200		12,200
Total non third party notes –net of discount		430,293		496,295
Total non-third-party notes –net of discount		430,293		496,295
Less-Current Portion		428,793		494,795
Total non-current third party notes	$	1,500	$	1,500
Total non-current third-party notes	$	1,500	$	1,500

(A) Notes issued net of 10% original discount (fully amortized). This note is in default. (~~does this exist still) starts with~~ B (B) Note issued net of original discount (fully amortized). Effective May 8, 2016, 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 isare included in accounts payable and accrued liabilities In 2018 the company negotiated a reduced settlement for $150,000 via the issuance of company stock. (C) Notes issued net of discount from derivative liabilities (fully amortized). At ~~March~~June 3130, 2018, 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. (E) Notes issued net of discount from derivative liabilities (fully amortized). At ~~March~~June 3130, 2018, the Company held 202 million shares in reserve to cover the potential conversion of this note into common stock pursuant to debt covenants. These notes are in default. (F) 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 isare included in accounts payable and accrued liabilities. The company negotiated the settlement of the debt, interest and penalties via the conversion of company stock. (G) Interest on $62,000 of notes to be paid in 6,000,000 shares of restricted company common stock. Other notes are various interest rates. These notes are in default.

B.	RELATED PARTIES

A summary of related party notes and other loans payable is as follows:

	March 31, 2018		December 31, 2017
	June 30, 2018		December 31, 2017
6% demand loans per Operations Agreement with Schoell Marine Inc., a company owned by Cyclone’s Chairman and controlling shareholder (A)	$	~~156~~143,~~738~~210	$	161,005
6% non-collateralized loans from officer and shareholder, payable on demand. The original principal balances were $157,101.		8982,~~246~~046		101,546
12% non-collateralized loans from officer and shareholder, payable on demand		1512,~~860~~138		21,044
Accrued Interest		~~121~~126,~~853~~271		116,278
Total current related party notes, inclusive of accrued interest	$	~~383~~363,~~697~~665	$	399,873

(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~~June 3130, 2018 and December 31, 2017, are $~~756~~823,~~250~~995 and $687,500 respectively, of accrued and deferred officers’ salaries compensation for the President and the CTO which may be paid as funds are available. These are non-interest bearing and due on demand.

NOTE 8 – PREFERRED STOCK

At June ~~March 31~~30, 2018 and December 31, 2017, the Series A Preferred Stock had 750,000 shares authorized and no shares issued and outstanding. In the first quarter of 2018, the company has a signed binding letter of intent (“LOI”) by an investor to provide $5 million to the company for additional development of the Cyclone Engines. The payment of the $5 million is scheduled through 2020. The consideration is to be the issuance of Preferred A shares, convertible into effectively an undiluted 20% of the Common shares of the company at the completion of funding.

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

The Company authorized an increase of Common Stock to 6 Billion shares in the last quarter of 2017. This increase in the amount of authorized share capital is a requirement by debt covenants to cover old convertible debt. This is required as the stock price has fallen, and shares have to be available at 4 times the conversion rate.

During the six months ended June 30, 2018, the Company:

	a-	Amortized (based on vesting) $549 of common stock options for employee services.

	b-	Issued approximately 1,862 million shares of common stock pursuant to conversions of approximately $222,000 of notes payable, accrued interest and related liabilities.

	c-	The Company issued 571 million shares of common stock valued at approximately $135,000 for accrued liabilities for consulting services.

~~During~~In the ~~three~~first ~~months~~quarter ~~ended~~of ~~March 31~~2018, ~~2018~~the company has a signed binding LOI from an investor to provided $5 million to the company. The consideration is to be the issuance of Preferred A shares, convertible into effectively an undiluted 20% of the ~~Company:~~Common shares of the company at the complete funding estimated through 2020. To date $259,500 has been funded by the investor.

	a-	Amortized (based on vesting) $350 of common stock options for employee services.
	b-	Issued approximately 1,862 million shares of common stock pursuant to conversions of approximately $222,000 of notes payable, accrued interest and related liabilities.
	c-	The Company issued 571 million shares of common stock valued at approximately $135,00 for accrued liabilities for consulting services.

In the first quarter of 2018, the company has a signed binding LOI from an investor to provided $5 million to the company. The consideration is to be the issuance of Preferred A shares, convertible into effectively 20% of the Common shares of the company at the complete funding estimated through 2020. To Date $195,000 has been funded by the investor.

NOTE 10 – STOCK OPTIONS AND WARRANTS

A. COMMON STOCK OPTIONS

Per the employment contracts with certain officers, for the ~~three~~six months ended ~~March~~June 3130, 2018, the company issued ~~450~~900,000 common stock options, valued at $90180 (pursuant to the Black Scholes valuation model) that are exercisable into shares of common stock at an average exercise price of $.0002 and with a maturity life of 10 years. For the ~~three~~six months ended ~~March~~June 3130, 2018, the amortization of stock options was $350, and the unamortized balance was $~~381~~272. As of ~~March~~June 3130, 2018, the intrinsic value on all options ~~was~~ was zero.

A summary of the common stock options for the period from December 31, 2017 through ~~March~~June 3130, 2018 follows:

	Number Outstanding		Weighted Avg. Exercise Price		Weighted Avg. Remaining Contractual Life (Years)
Balance, December 31, 2017		13,400,000	$	0.064		5.8
Options issued		~~450~~900,000		.0002		109.09
Options expired		-		-		-
Balance, March 31, 2018		13,850,000	$	0.062		5.7
Balance, June 30, 2018		14,300,000	$	0.060		5.6

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, 2018		12,500,000	$	.057		5.3
Balance June 30, 2018		12,950,000	$	.055		5.3

The fair value of new stock options, re-priced stock options, new purchase warrants and re-priced purchase warrants granted using the Black-Scholes option pricing model was calculated using the following assumptions:

	Three Months Ended March 31, 2018			Three Months Ended March 31, 2017
	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
Risk free interest rate		2.39-2.63	%		1.5-1.5	%
Expected volatility		130-132	%		122-134	%
Expected term		3			3
Expected dividend yield		0	%		0	%
Average value per options and warrants	$	.0002		$	0009-.0015

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.

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

As of ~~March~~June 3130, 2018, and December 31, 2017, there were no common stock warrants outstanding.

NOTE 11 – INCOME TAXES

In December 2017, a new tax known as Tax Cut and Jobs Act of 2017 was enacted. The new tax law includes significant changes to the U.S. corporate tax systems including a rate reduction from 35% to 21% beginning in January of 2018, a change in the treatment of foreign earnings going forward, a deemed repatriation transition tax, and changes to allow net operating losses to be carried forward indefinitely. In addition, net operating losses arising after December 31, 2017 will be limited to the lesser of the available net operating loss or 80% of the pre-net operating loss taxable income. In accordance with ASC 740, the impact of a change in tax law is recorded in the period of enactment.

A reconciliation of the differences between the effective income tax rates and the statutory federal tax rates for the ~~three~~six months ended ~~March~~June 3130, 2018 and ~~2018~~2017 are as follows:

	Three Months ended March 31, 2018					Three Months ended March 31, 2017
	Six Months ended June 30, 2018					Six Months ended June 30, 2017
Tax benefit at U.S. statutory rate	$	4777,~~860~~848		21	%	$	~~134~~247,~~493~~704		34	%
State taxes, net of federal benefit		914,~~116~~828		4			1529,~~823~~142		4
Change in valuation allowance		(5692,~~976~~676	)	(25	)		(~~150~~276,~~316~~846	)	(38	)
		-		-			-
	$	-		-		$	-

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at March 31 2018 and December 31, 2017 consisted of the following:

Deferred Tax Assets	~~March~~June 3130, 2018			December 31, 2017
Net Operating Loss Carry-forward	$	11,~~029~~165,~~921~~972		$	10,951,258
Deferred Tax Liabilities – Accrued Officers’ Salaries		(1,~~008~~052,~~743~~119	)		(987,056	)
Net Deferred Tax Assets		10,~~021~~113,~~178~~853			9,964,202
Valuation Allowance		(10,~~021~~113,~~178~~853	)		(9,964,202	)
Total Net Deferred Tax Assets	$	-		$	-

As of ~~March~~June 3130, 2018, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $17.2 5 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 original lease, was at an annual rent of $60,000. The lease period ended December 2016 and the current lease is monthly with a 3% rate increase. Occupancy costs for each of the six months ended June 30, 2018 and 2017 were $33,966 and $32,522, respectively. Occupancy costs for each of the three months ended ~~March~~June 3130, 2018 and 2017 were $16,983 and $1516,~~900~~622, respectively.

B .CAPITAL LEASE OBLIGATIONS

The company is in default on its remaining capital lease obligation to Leaf Capital Funding, LLC.

Effective October 13, 2017 the Company was subject to a summary judgment of $ 37,278 plus attorney fees for non-payment of 3 capital leases from Marlin Business Bank. This amount is including $11,379 of past due lease payments, accelerated lease payments, late charges and other fees. The $37,278 has been reflected in accrued expenses with an appropriate reduction of the capital lease liability.

In the third quarter of 2017, the company recognized a summary judgment of $7,266 plus accrued interest for non-payment of a capital lease from Navitas Lease Corp. This amount is including $4,177 of past due lease payments, accelerated lease payments, interest expense, late charges and other fees. The $7,266 has been reflected in accrued liabilities with an appropriate reduction of the capital lease liability.

The balance of capitalized lease obligations payable at ~~March~~June 3130, 2018 was $5,522, which is due during 2018.

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~~SUBSIDIARIES

In 2012, the Company established a 100% owned subsidiary (renamed) Cyclone Performance LLC (CP). The purpose of Cyclone Performance is 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~~June 3130, 2018, the cumulative unallocated losses to the non-controlling interests of this subsidiary are approximately $1,000 and are to be recovered by the parent from future subsidiary profits if they materialize.

Effective July 24 2018, the Company has a signed agreement to sell 76% of its investment in CP for $15,000 and retain 19%. The 5% of CP equity owned by corporate officers is also to be sold. This agreement was closed and fully funded August 2, 2018.

In the May 2018, the Company established a wholly owned subsidiary, Emerging Power Solutions Inc., whose purpose is to provide alternative power solutions for various industries based on the application of the Cyclone Engine. As of June 30, 2018, there was no activity in this company.

NOTE 15 – RECEIVABLES, ~~DEFERRED~~CONTRACT LIABILITY ~~REVENUE~~ AND BACKLOG

As of ~~March~~June 3130, 2018, 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~~contract liability. As of ~~March~~June 3130, 2018, 3 other customers have $56,950 of advances as deposits on contracts for engines to be delivered.

NOTE 16 – DERIVATIVE FINANCIAL INSTRUMENTS

~~Prior~~The ~~to 2016, the~~ Company ~~entered~~had entered into convertible note agreements (subject to derivative accounting treatment). The conversion prices into common stock 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. As of ~~March~~June 3130, 2018, the Company has outstanding stock options and convertible debt that upon exercise could exceed the number of shares authorized.

In the ~~three~~six months ended ~~March~~June 3130, 2018, the Company recorded a non-cash charge of approximately $~~424,968~~0.9 million of derivative losses related to adjusting the derivative liability to fair value. At ~~March~~June 3130, 2018, the derivative related fair value of debt and related convertible liabilities was approximately $~~1,581,000~~2.0 million. The company also amortized to interest expense $30,764 of derivative debt discount.

The Company calculates the estimated fair values of the liabilities for derivative instruments at each quarter-end using the 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.

	Three Months ended March 31, 2018			Three Months ended March 31, 2017
Volatility		477	%		121	%
Risk Free Rate		1.73	%		1.0	%
Expected Term (years)		.25			.25
Dividend Rate		0	%		0	%

Volatility expected term and risk-free interest rates that had been used to estimate the fair value of derivative liabilities are indicated in the table below.

	Six Months ended June 30, 2018			Six Months ended June 30, 2017
Volatility		477-615	%		121-277	%
Risk Free Rate		1.73-1.93	%		1.0-1.24	%
Expected Term (years)		.25			.25-1.0
Dividend Rate		0	%		0	%

NOTE 17 – LITIGATION

Effective May 8, 2016, 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~~June 3130, 2018, outstanding interest, default interest and default judgment penalties are included in accrued liabilities. In 2018, the Company negotiated a reduced settlement for $150,000 via the issuance Company stock.

In August 2016, 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 entered into a settlement agreement for conversion of judgment based on value and conversions of original note on January 9, 2017. As at ~~March~~June 3130, 2018, outstanding interest, default ~~interest~~ interest and default judgment penalties for debt are included in accrued liabilities.

Effective October 13, 2017 the Company was subject to a summary judgment of $37,278 plus attorney fees for non-payment of 3 capital leases from Marlin Business Bank. This amount includes $11,379 of unpaid lease payments, accelerated lease payments, late charges and other fees. The $37,278 has been reflected in accrued expenses with an appropriate reduction of the capital lease liability.

NOTE 18 – SUBSEQUENT EVENTS

In the ~~second~~third quarter of 2018, the Company engaged in the following transactions:

InPursuant ~~the~~to ~~first quarter of 2018,~~ the ~~company has a~~ binding letter of intent by an investor to provide $5 million to the company for additional development of the Cyclone Engines. ~~The consideration is to be~~ the issuance of Preferred A shares, convertible into effectively 20% of the Common shares of the company at the completion of funding. The funds are to be paid over a 2 year period upon reaching various milestones. Currently the Company has met all its milestones and has received $~~100~~10,000 in the ~~first~~third quarter of ~~2018 and $99,500 in the second quarter~~ of 2018.

InEffective ~~the~~July ~~May~~24 2018, the Company ~~established~~had a ~~wholly~~signed ~~owned~~agreement ~~subsidiary,~~to ~~Emerging~~sell ~~Power~~76% ~~Solutions~~of ~~Inc.,~~its ~~whose~~investment ~~purpose~~in isCP tofor ~~provide~~$15,000 ~~alternative~~and retain 19%. As of ~~power~~June ~~solutions~~30, ~~for~~2018, ~~various~~$5,000 ~~industries~~had ~~based~~been onreceived and the ~~application~~balance was received on August 2 2018. The 5% of ~~the~~CP ~~Cyclone~~equity ~~Engine~~owned by corporate officers was also sold.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This report contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

	●	the ability to successfully complete development and commercialization of our technology;
	●	changes in existing and potential relationships with collaborative partners;
	●	the ability to retain certain members of management;
	●	our expectations regarding general and administrative expenses;
	●	our expectations regarding cash availability and balances, capital requirements, anticipated revenue and expenses, including infrastructure and patent expenditures;
	●	other factors detailed from time to time in filings with the SEC.

In addition, in this registration, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this registration. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this registration may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Overview

The Company is engaged in the research and development of all-fuel, eco-friendly engine and parts technologies for integration and use within customers’ systems. The Company anticipates that it will concentrate on the following engine models (power ratings): Mark 1 (2.7 KW- 6 HP), Mark 3 (12 KW-22 HP) and the Mark 5 ( 60 KW- 100 HP). Additionally, revenue is anticipated via sales of component parts and licensing fees.

Corporate Structural Actions. The Company’s focus is on revenue and funding derived from sales of engines and parts for integration into customers applications and systems. With delivery of our engines and material component parts, we are transitioning from the convertible notes used to finance the Company over the last 18 months.

Results of Operations

Three Months Ended ~~March~~June 3130, 2018 Compared to Three Months Ended ~~March~~June 3130, 2017

Revenue. The Company had no revenues in the quarters ended ~~March~~June 3130 2018 and ~~March~~June 3130, 2017.

Gross Profit. In the quarters ended ~~March~~June 3130, 2018 and 2017, the company had no gross profit.

Operating Expenses.

Operating expenses incurred for the quarter ended ~~March~~June 3130, 2018 were $~~248~~329,~~715~~706 as compared to $~~358~~282,~~411~~542 for the same period in the ~~previous~~ previous year, aan ~~decrease~~increase of $~~109~~47,~~696~~164 or 3117%. The majority of the variance was due to a ~~lower~~higher research and development expenses of $28,304 (50%) attributable to increased engineering spending and General and Administrative expenses of $~~154~~17,~~593~~872 (498.1%) from consulting and professional fees.

Operating Loss. The operating losses for the quarters ended ~~March~~June 3130, 2018 and 2017 were $~~248~~329,~~715~~706 and $~~358~~282,~~411~~542 respectively, a variance of $~~109~~47,~~696~~164 or 3117%, due to the ~~factor~~factors outlined above.

Other (Expense.) Other expense for the quarter ended ~~March~~June 3130, 2018 was $~~490~~367,~~905~~845 versus a net loss of $~~444~~220,~~375~~049 for the same period in the prior year, a variance of $147,796 (67%). In the second quarter of 2018 the company recognized a non-cash derivative fair value accounting related charge of $468,000 and $35,845 of interest expense partially offset by an ~~increase~~expense accrual reduction of $46136,~~530~~000. orThe ~~10%~~2017 other expenses included $136,049 of interest expense, and $84,000 non-cash derivative fair value accounting related charges.

~~The~~Net ~~2018~~Loss ~~other~~and ~~expenses~~Loss ~~include~~per ~~$68,356~~Share. ofThe ~~interest~~net ~~expense~~loss ~~and~~for ~~$424,968~~the ofquarter ~~non~~ended ~~cash~~June ~~derivative~~30, ~~fair~~2018 ~~value~~was ~~accounting~~$697,551, ~~related charges.~~compared ~~The~~to ~~2017~~a ~~other~~net ~~expenses~~loss ~~included~~of $49502,~~974~~591 for ofthe ~~interest~~same ~~expense~~period in the previous year, a variance of $~~323~~194,~~467~~960 ~~non~~or ~~cash~~39% ~~derivative~~The ~~fair~~net ~~value~~loss ~~accounting~~per ~~related charges~~weighted ~~and~~average ashare was $~~70,934~~0.00 ~~loss~~for onboth ~~debt~~the ~~conversion~~current ~~via~~quarter ~~common~~and ~~stock~~the prior quarter.

~~Net~~Six ~~Loss~~Months ~~and~~Ended ~~Loss~~June ~~per Share. The net loss for the quarter ended March 31~~30, 2018 ~~was~~Compared ~~$739,620, compared~~ to aSix ~~net~~Months ~~loss~~Ended ~~of $802,786~~June ~~for the same period in the previous year. The decreased loss of $63~~30,~~166~~ ~~or 7.9% is related to the other factors outlined above. The net loss per weighted average share was $0.00 for both the current quarter and the prior quarter.~~2017

Revenue. The Company had no revenues in the six months ended June 30, 2018 and June 30, 2017.

Gross Profit. In the two quarters ended June 30, 2018 and 2017, the company had no gross profit.

Operating Expenses.

Operating expenses incurred for the six ended June 30, 2018 were $578,421 as compared to $640,953 for the same period in the previous year, an decrease of $62,532 or 9.8%. The majority of the variance was due to a lower General and Administrative expenses of $136,721 (25%) from consulting and professional fees, partially offset by higher research and development expenses of $69,571 (72%) attributable to increased engineering spending.

Operating Loss. The operating losses for the six months ended June 30, 2018 and 2017 were $578,421 and $640,953, respectively, a favorable variance of $62,532 or 9.8%, due to the factors outlined above.

Other Expense. Net other expense for the six months ended June 30, 2018 was $858,750 versus a net loss of $664,424 for the same period in the prior year, a variance of $194,326 or 29%. In the first half of 2018 the company recognized a non-cash fair value derivative debt related charge of $892,968, and $104,201 of interest expense partially offset by an expense accrual reduction of $136,000. The comparable period for 2017 other expenses includes $407,467 of non-cash fair value derivative debt related charges, $186,023 of interest expense and a $70,934 loss on settlement of debt and liability with company stock.

Net Loss and Loss per Share. The net loss for the six months ended June 30, 2018 was $1,437,171, compared to a net loss of $1,305,377 for the same period in the previous year, a variance of $131,794 or 10% The net loss per weighted average share was $0.00 for both the current six months and the comparable period of the prior year.

Liquidity and Capital Resources

At June ~~March 31~~30, 2018, the approximate net working capital deficiency was $5~~,443,546~~.77 million as compared to a deficiency of $5~~,435,169~~.44 atmillion at December 31, 2017, ana ~~increase~~variance of $~~8,377 (0~~.233 million (6%).

For the ~~three~~six months ended ~~March~~June 3130, 2018, cash increased by $729,~~500~~742. ~~This is inclusive of funds used by the net loss of $739,620 and net repayment of related party debt of $24,750.~~ Funds were provided by $~~100~~249,~~000~~500 in proceeds from the series A preferred stock subscription, ~~debt~~a ~~proceeds of~~ $5143,~~000,~~468 ~~higher~~increase in accounts payable and accrued expenses ~~of $115,331~~ and a $83130,~~750~~287 net increase in related party ~~notes~~accrued ~~payables~~ expenses and ~~accrued~~notes ~~expenses~~payable. ~~Non~~Funds ~~cash~~were ~~charges~~used ~~were~~by ~~$424,968~~the net loss of ~~non~~$1,437,171. Non-cash charges were $892,968 from fair value derivative accounting charges and $30,764 of amortized derivative debt ~~discount~~discounts.

For the ~~three~~six months ended ~~March~~June 3130, 2017, cash decreased by $45591. This is reflective of funds used by the net loss of $~~802~~1,~~786~~305,377 partially offset by funds provided by debt proceeds of $25124,~~000~~650, higher accounts payable and accrued expenses of $~~289~~414,~~502~~086 and a net increase of $83152,~~750~~ 025 in related party notes payables and accrued expenses. Non -cash charges ~~were~~include a $70,934 loss recognized by settling debt with common stock and $~~323~~493,~~468~~083 of non -cash charges from fair value derivative accounting and discount amortization.

Cash Flow Management Plan

As shown in the accompanying financial statements, the Company sustained substantial operating losses and other expenses for the ~~three~~six months ended ~~March~~June 3130, 2018 of approximately $1.74 million. Cumulative operating and other losses since inception are ~~approximately~~ approximately $6364.74 million. The Company has a working capital deficit at ~~March~~June 3130, 2018 of approximately $5.48 million. There is no guarantee whether the Company will be able to support its operations on a long -term basis. This raises doubt about the Company’s ability to continue as a going concern. If additional funds cannot be raised or otherwise generated, the Company may be forced to reduce staff, minimize its research and development activities, or in a worst -case scenario, shut-down operations.

We are engaged in the research and development of all-fuel, eco-friendly engine technologies. Several prototypes of these engines are current beta tested, pre-production tested or nearing completion with 2 models currently in limited production. While we started to generate revenue from its operations as early as 2008, it has not had material or consistent revenue in each of the last two fiscal years. For us to maintain and expand our operations through the next 12 months, we will seek the completion of our manufactured products by our two manufacturers of the engines and the integration of the engines into a generator package to be sold to distributors. We will also continue license agreements and development agreements that provide up-front or progress payment funds to us. We are receiving monthly payments from our investor and anticipate for that to continue as they proceed with their due diligence.

Our goals for the remainder of 2018 and 2019 are to sell the Mark 1 and Mark 3 engine (with the TAW generator) to commercial customers and distributors. We are developing the Mark 5 engine for incorporation into solar power systems that will be sold via our investment partner. ~~The Company is looking to expand with other military associates for its S-2 engine.~~

Funding in 2018 to complete various Company projects has been negotiated with an investor that wants to integrate Cyclone technology with its Solar products. Final testing of the Mark 10 1500 horse power unit is projected by year end. The new Thermal Storage unit for the 1 -Megawatt Microgrid market and the Cyclone solar trough is expected to be manufactured by early next year by our teaming partner. It is currently under Beta testing.

InThrough the first ~~quarter~~half of 2018, an investor provided $~~100~~249,~~000, and $99,~~500 ~~in the second quarter,~~ for additional development of the Cyclone Engines as part of a binding letter of intent for $5 million. The consideration is to be the issuance of Preferred A shares, convertible into effectively undiluted 20% of the Common shares of the Company at the completion of funding. The funds are to be paid over a 2-year period upon reaching various milestones.

Our auditors have issued a going concern opinion for the years ended December 31, 2017 and 2016. Management is optimistic, however, that revenue can be generated shortly and that funding has been secured in 2018 through 2020 to maintain operations and development at the current and at an accelerated pace.20

Our auditors have issued a going concern opinion for the years ended December 31, 2017 and 2016. Management is optimistic, however, that revenue can be generated shortly, and that funding has been secured in 2018 through 2020 to maintain operations and development at the current and at an accelerated pace.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have been established for ~~the purpose of~~ facilitating off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of our management, including our President (Chief Executive Officer) and Chief Financial Officer, of the effectiveness of our financial disclosures, controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of ~~March~~June 3130, 2018 and December 31, 2017.

A material weakness can be defined as an insufficiency of internal controls that may result in a more than remote likelihood that a material misstatement will not be prevented, detected or corrected in a company’s financial statements.

Based upon that evaluation, our President (Chief Executive Officer) and Chief Financial Officer concluded that our disclosure controls and procedures were not effective, based on the following deficiencies:

● Weaknesses in Accounting and Finance Personnel: We have a small accounting staff and we do not have the robust employee resources and expertise needed to meet complex and intricate GAAP and SEC reporting requirements of a U.S. public company. Additionally, numerous adjustments and proposed adjustments have been noted by our auditors. This is deemed by management to be a material weakness in preparing financial statements. ● We have written accounting policies and control procedures, but we do not have sufficient staff to implement the related controls. Management had determined that this lack of the implantation of segregation of duties, as required by our written procedures, represents a material weakness in our internal controls. ● Internal control has as its core a basic tenant of segregation of duties. Due to our limited size and economic constraints, we are not able to segregate for control purposes various asset control and recording duties and functions to different employees. This lack of segregation of duties had been evaluated by management, and has been deemed to be a material control deficiency.

We have determined that the above internal control weaknesses and deficiencies could result in a reasonable possibility for financial statements that material misstatements will not be prevented or detected on a timely basis by our internal controls.

Changes in Internal Control Over Disclosure Controls and Procedures.

Management is currently evaluating what steps can be taken to address these material weaknesses. As a growing small business, we continuously devote resources to the improvement of our internal control over financial reporting. Due to budget constraints, the staffing size, proficiency and specific expertise in the accounting department is below requirements for the operation. We are anticipating correcting deficiencies as funds become available.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting is being designed to include policies and procedures that are intended to:

(i) maintain records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

20Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2018 and December 31, 2017. In making these assessments, our management applied the integrated framework and criteria which has been developed and set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (Revised 2013). This assessment included an evaluation of the design and procedures of our control over financial reporting. Based on this evaluation, our management concluded that as of June 30, 2018 and December 31, 2017 our internal control over financial reporting was not effective due to certain material weaknesses. These identified material weaknesses included (i) an insufficient accounting staff; (ii) limited checks and balances in processing cash and other transactions; and (iii) lack of sufficient active independent directors and an independent audit committee.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, our management applied the integrated framework and criteria which has been developed and set forth by the Committee of Sponsoring Organizations of the Treadway Commission (Coso) (Revised 2013). This assessment included an evaluation of the design and procedures of our control over financial reporting. Based on this evaluation, our management concluded that as of December 31, 2017 our internal control over financial reporting was not effective due to certain material weaknesses. These identified material weaknesses included (i) an insufficient accounting staff; (ii) limited checks and balances in processing cash and other transactions; and (iii) lack of sufficient active independent directors and an independent audit committee.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate

We are committed to improving our financial and oversight organization and procedures. During the remainder of 2018 and into 2019, we intend to adopt new accounting and disclosure controls and procedures, improve existing procedures to remedy material weaknesses in our internal control over financial reporting and to add experienced personnel to our accounting staff as our financial ability allows. We also hope to add independent directors to our Board of Directors, and to establish an Audit Committee comprised of independent directors with accounting and /or financial reporting expertise.

Changes in Internal Control Over Financial Reporting and Procedures.

There were no changes in internal control over financial reporting and procedures from the previous quarter.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Effective October 13, 2017 the Company was subject to a summary judgment of $ 37,278 plus attorney fees for non-payment of 3 capital leases from Marlin Business Bank. This amount is including $11,379 of unpaid lease payments, accelerated lease payments, late charges and other fees. The $37,278 has been reflected in accrued expenses with an appropriate reduction of the capital lease liability.

21ITEM 1A. RISK FACTORS

TEM 1A. RISK FACTORS

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the first ~~quarter~~half of 2018 the Company issued 2.4 billion shares of restricted common stock in settlement of debt, accrued ~~liabilities~~ liabilities and related interest of approximately $355,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

A summary of non-related notes in default as of June 30, 2018, is as follows:

12% convertible notes payable, maturing at various dates from November 2013 through October 2017	$	72,948
10% convertible note payable, monthly payments commencing in December 2013 through July 2014		19,963
10% convertible notes payable maturing at various dates from May 2016 through February 2017		76,000
10% convertible notes payable maturing at various dates from February 2016 through August 2016		112,200
12% convertible notes payable, maturing at various dates from April 2016 through May 2016		12,832
10% note payable, maturing Feb 3, 2017		50,000
Various notes payable, maturing 2017 and 2018		72,650
Total non-related third-party notes in default		416,593

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

2223

ITEM 6. EXHIBITS:

The Company filed all required exhibits for this period in ~~the~~this ~~Super 10K~~10Q.

Exhibit Number		Description

31.1		Certification of the President (Principal Executive Officer), as required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the President (Chief Executive Officer), as required by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation
101.DEF*		XBRL Taxonomy Extension Definition
101.LAB*		XBRL Taxonomy Extension Labels
101.PRE*		XBRL Taxonomy Extension Presentation

The certification attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Cyclone Power Technologies, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

* Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

2324

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Cyclone Power Technologies, Inc.
June 15, 2018	/s/ Frankie Fruge
August 31, 2018	/s/ Frankie Fruge
	Frankie Fruge
	President
	President (Principal executive officer)
	(Principal executive officer)
	and Secretary
June 15, 2018	/s/ Bruce Schames.
August 31, 2018	/s/ Bruce Schames.
	Bruce Schames
	Chief Financial Officer
	(Principal financial and accounting officer)

2425

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