UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549








FORM 10-K/A

(Amendment No. 2)






ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

Commission
File No. 000-27866






PowerVerde,
Inc.

(Exact name
of registrant as specified in its charter)








|Delaware                                                                                                                                                     |  | 88-0271109                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
|(State
                                                                              or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                                                              Employer
        Identification
        No.)
|                                                                                                                                                             | 
|420
                                                                              S. Dixie Highway Suite 4-B
        Coral
        Gables, FL                |  | 33146                                                                                                                             
|(Address
    of principal executive offices)                                                                                                                 |  | (Zip
    Code)                                                                                                                    

(305)
666-0024

(Registrant’s
telephone number, including area code)








Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share








Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNo x

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes oNo x

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
o

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 xNo o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. £ Disclosure not contained.

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company as defined in Rule 12b-2 of the Exchange Act.

|Large accelerated filer |  | o |  | Accelerated filer         |  | o
|----------------------- |  | - |  | ------------------------- |  | -
|                        |  |   | 
|Non-accelerated filer   |  | o |  | Smaller reporting company |  | x

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

State the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the stock was sold, or the average bid and ask prices of such stock equity, as of June 29, 2012, the last business day of
the issuer’s most recently completed second fiscal quarter: $14,104,000.

As
of May 13, 2013, the number of outstanding shares of common stock, $0.0001 par value per share, of the registrant was26,400,106.

DOCUMENTS
INCORPORATED BY REFERENCE:None.







Explanatory
Note

The purpose of this Amendment
No. 2 on Form 10-K/A is to respond to comments received from the U.S. Securities and Exchange Commission’s Division of Corporation
Finance in its letter dated January 31, 2014, regarding our previously filed Annual Report on Form 10-K for the fiscal year ended
December 31, 2012, filed with the U.S. Securities and Exchange Commission on May 16, 2013, as amended on January 15, 2014 (“Original
Form 10-K”). This amendment amends the following:

| | ● | Exhibits 31.1, 31.2, 32.1 and 32.2 have been amended to
provide new certifications by the Company’s Chief Executive Officer and Chief Financial Officer.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



There are no changes to the
Original Form 10-K other than those outlined above. Except as required to reflect the changes noted above, this Amendment No.
2 on Form 10-K/A does not attempt to modify or update any other disclosures set forth in our Original Form 10-K. Furthermore,
this Amendment No. 2 on Form 10-K/A does not purport to provide a general update or discussion of any other developments of the
Company subsequent to the filing of the Original Form 10-K.

2





PowerVerde
Inc.Annual Report on Form 10-K/A

Year Ended
December 31, 2012

INDEX



PART III





|             | PAGE
|------------ | ----
|             |     
|SIGNATURES   | 4   
|             |     
|EXHIBIT 31.1 | 5   
|             |     
|EXHIBIT 31.2 | 6   
|             |     
|EXHIBIT 32.1 | 7   
|             |     
|EXHIBIT 32.2 | 8   



3





SIGNATURES

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

|                         | POWERVERDE, INC.
|------------------------ | ----------------
|                         |                 
|Dated: February 14, 2014 | by:             
|                         |                 
|                         |                 



In accordance
with the Exchange Act, this Amendment has been signedby the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

|Signature                 |  | Title                                  |  | Date             
|------------------------- |  | -------------------------------------- |  | -----------------
|                          |  |                                        |  |                  
|/s/
    Fred Barker       |  | Vice President, Secretary and Director |  | February 14, 2014
|                          |  |                                        |  |                  
|/s/
    Richard H. Davis. |  | Chief Executive Officer, Director      |  | February 14, 2014
|                          |  |                                        |  |                  
|/s/
    John L. Hofmann   |  | Chief Financial Officer                |  | February 14, 2014

4