SecProbe.io

December 3 0, 2013

Via E -Mail
Mr. John L. Hofmann
Chief Financial Officer
PowerVerde, Inc.
420 S. Dixie Highway, Suite 4 -B
Coral Gables, FL    33146

 Re: PowerVerde, Inc.
  Form 10 -K for the year ended December 31 , 201 2
Filed May 16 , 2013
File No. 0-27866

Dear Mr. Hofmann :

We have reviewed your filing and have the following comment s.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better und erstand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment  to your filing and the information you provide in
response to th ese comment s, we may have additional comments.

Form 10-K for the year ended December 31, 2012

Impact of Jobs Act, page 5

1. We note your disclosure here that you believe you qualify as an “emerging growth
company”, or EGC, under the Jumpstart Our Business Startup Act of 2012. In order to
qualify as an e merging growth company, a registrant must have had its first sale of
common equity securities pursuant to an effective registration statement under the
Securities Act of 1933 on or after December 9, 2011. Please explain to us how you meet
this criteria.

Mr. John L. Hofmann
PowerVerde, Inc.
December 3 0, 2013
Page 2

 Exhibit 32.2

2. We note the certification of your principal financial officer provided pursuant to Section
906 of the Sarbanes -Oxley Act of 2002 refers to “George Konrad” though the
certification is signed by John L. Hoffman. Please amend the filing to pro perly identify
the principal financial officer throughout the certification.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchan ge Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Uni ted States.

You may contact David Burton, Staff Accountant at  (202) 551 -3626 or me at (202) 551 -
3643 if you have questions regarding these comments. In this regard, do not hesitate to contact
Martin James, Senior Assistant Chief Accountant at (202) 551 -3671.

        Sincerely,

        /s/ Kevin L. Vaughn

        Kevin L. Vaughn
          Accounting Branch Chief