The interim unaudited financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and for the three and six month periods ended June 30,March 31, 2015 and 2014 and 2013 include the financial statements of AlumiFuel Power Corporation (the “Company”) and its subsidiaries HPI Partners, LLC (“HPI”), AlumiFuel Power, Inc. (“API”), AlumiFuel Power Technologies, Inc. ("APTI"), Novofuel, Inc. ("Novofuel"), and 58% owned subsidiary AlumiFuel Power International, Inc. ("AFPI").

Effective September 5, 2014, the Company announced planschanged is state of Domicile from Nevada to change its strategic direction. In addition,Wyoming. On September 18, 2014, the Company announcedreceived notice that it has formed a new subsidiary, Bitcoin Capital Corporation,the Wyoming Secretary of State had accepted an amendment to pursue early stage opportunities in Bitcoinits articles of incorporation through which the number of shares of authorized common and other cryptocurrency. Aspreferred stock of the filingCompany went from 3,500,000,000 shares of this report, Bitcoin Capital Corporation has not begun operating. The$0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock, to unlimited shares of $0.001 par value common stock and unlimited shares of $0.001 par value preferred stock.

On November 19, 2014, the Company also announced thateffected a 1 for 250 reverse split of its boardcommon stock following which a total of directors had approved3,840,199,334 shares of issued and outstanding pre-split common stock became 15,360,797 shares of post-split common stock. As a name changeresult of the reverse split, the number of shares outstanding and per share information for all prior periods presented have been retroactively restated to AFPW Holdings, Inc. althoughreflect the name change has not yet been completed.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company had no revenue during the ninethree months ended June 30, 2014,March 31, 2015, and has an accumulated deficit of $24,153,782$25,040,458 from its inception through that date. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

Interim financial data presented herein are unaudited.

Non-Controlling Interests

In February 2010, the Company formed its subsidiary, AFPI. The total number of AFPI shares outstanding at December 31, 20132014 and June 30, 2014March 31, 2015 was 68,114,864.

The value of all shares of AFPI held by the Company have been eliminated on consolidation of the financial statements at June 30, 2014March 31, 2015 as intercompany accounts. At June 30, 2014March 31, 2015 there were 28,511,985 shares held by shareholders other than the Company representing 42% of the outstanding common shares of AFPI as of that date. This represents aA non-controlling interest in AFPI that totaled $4,125,817 based on AFPI's outstanding total equity of $9,586,104$3,977,356 is included in the Company’s condensed consolidated balance sheet at June 30, 2014.March 31, 2015. In addition, $32,741 in$16,349 of the net loss of AFPI of $78,213$39,056 for the sixthree months ended June 30, 2014March 31, 2015 has been attributed to the non-controlling interest of those stockholders.

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents at June 30, 2014March 31, 2015 were $-0-.

The costs related to the issuance of debt are capitalized and amortized to interest expense using the straight-line method over the lives of the related debt. The straight-line method results in amortization that is not materially different from that calculated under the effective interest method.

In connection with the issuances of equity instruments or debt, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities, rather than as equity. In addition, the equity instrument or debt may contain embedded derivative instruments, such as conversion options or listing requirements, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative instruments under the provisions of ASC Topic 815, “Derivatives and Hedging”, formerly known as, SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"Hedging".

Management reviewed accounting pronouncements issued during the sixnine months ended June 30, 2014,March 31, 2015, and no pronouncements were adopted.

The Board of Directors has estimated the value of management services for the Company at the monthly rate of $8,000 and $2,000 for the president and secretary/treasurer, respectively. The estimates were determined by comparing the level of effort to the cost of similar labor in the local market and this expense totaled $60,000$30,000 for each of the sixthree months ended June 30, 2014March 31, 2015 and 2013.2014. In addition, beginning October 1, 2010 the Company's president and treasurer were accruing a management fee of $7,500 and $3,500, respectively, for their services as managers of AFPI. This amount totaled $42,000$33,000 for each of the sixthree months ended June 30, 2014March 31, 2015 and 2013.2014. As of June 30,March 31, 2015 and 2014, and 2013, the Company owed $340,392$432,142 and $313,392,$377,892, respectively to its officers for management services.

In September 2009, the Company's board directors authorized a bonus program for the Company's officers related to their efforts raising capital to fund the Company's operations. Accordingly, the Company's president and secretary are eligible to receive a bonus based on 50% of the traditional "Lehman Formula" whereby they will receive 2.5% of the total proceeds of the first $1,000,000 in capital raised by the Company, 2.0% of the next $1,000,000, 1.5% of the next $1,000,000, 1% of the next $1,000,000 and .5% of any proceeds above $4,000,000. The amount is capped at $150,000 per fiscal year. During the sixthree month periods ended June 30,March 31, 2015 and 2014, and 2013, the Company recorded $2,507$1,010 and $2,069,$1,907, respectively to a corporation owned by Messrs. Fong and Olson under this bonus program. At June 30,March 31, 2015 and 2014, and 2013, respectively, there was $5,555$1,420 and $1,052$4,955 payable under the bonus plan.

The Company rented office space, including the use of certain office machines, phone systems and long distance fees, from a company owned by its officers at $1,500 per month in 2014 and $1,200 per month in 2013.2014. This fee is month-to-month and is based on the amount of space occupied by the Company and includes the use of certain office equipment and services. Rent expense totaled $9,000$13,500 the sixthree months ended June 30, 2014March 31, 2015 and $7,200$10,800 for the same period in 2013.2014. A total of $9,000$1,500 and $1,200$10,000 in rent expense was accrued but unpaid at June 30,March 31, 2015 and 2014, and 2013, respectively.

Accounts payable to related parties consisted of the following at June 30, 2014:

The Company owed $500 and $0, respectively,issues promissory notes to its president for loans made to it from time-to-time in demand notes with 8% interest. There was $0officers, and $0 in accrued interest payable at June 30, 2014 and 2013, respectively.

Notes Payable – Related Parties and 2013, the Company owed $350 to a corporation affiliated with the Company's officers in demand notes with an interest rate of 8%. There was $321 and $293 in accrued interest payable on these notes at June 30, 2014 and 2013, respectively.

In 2009, various notes issued by HPI were converted to equity by its officers. Following those conversions, $235 in interest remained due and payable, which was outstanding at both June 30, 2014March 31, 2015 and 2013.

Total notes and interest payable to related parties consisted of the following at June 30, 2014March 31, 2015 and 2013:

AlumiFuel Power, Inc. owes $1,050 in unpaid interest on notes issued prior to 2013.

In 2009, various notes issued by HPI were converted to equity by third parties. Following those conversions, $647 in interest remained due and payable, which was outstanding at both June 30, 2014March 31, 2015 and 2013.

Notes and interest payable to others consisted of the following at June 30, 2014March 31, 2015 and 2013:

Certain of our demand promissory notes issued to unaffiliated third parties contain provisions for conversion to common stock at market price on the date of conversion.

From time-to-time, we issuethe Company issues convertible promissory notes and debentures with conversion features that we have determined represent an embedded derivative as they are convertible into a variable number of shares upon conversion. Accordingly, these notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The Company believes that the aforementioned embedded derivatives meet the criteria of ASC 815 (formerly SFAS 133 and EITF 00-19), and should be accounted for separately as derivatives with a corresponding value recorded as a liability. Accordingly, the fair value of these derivative instruments are recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to the notes in the period in which they are issued. Such discount is capitalized and amortized over the life of the notes. The change in the fair value of the liability for derivative contracts is credited to other income (expense) in the consolidated statements of operations at the end of each quarter. The face amount of the corresponding notes are stripped of their conversion feature due to the accounting for the conversion feature as a derivative, which is recorded using the residual proceeds to the conversion option attributed to the debt.

In September 2009 through January 2010 we issued $435,000 of 6% unsecured convertible debentures in transactions with private investors (the “Debentures”). Of that amount, $10,000 of these debentures remained unpaid as of June 30, 2014.

At June 30, 2014,March 31, 2015, the Company revalued the derivative liability balance of the remaining outstanding Debentures. Therefore, forFor the period from their issuance to that date,Three months ended March 31, 2015, the Company has recorded an expense and decreasedincreased the previously recorded liabilities by $492,857$9 resulting in a derivative liability balance of $13,333$5,003 at June 30, 2014.

In January 2012 we issued two convertible notes of $25,000 each for a total of $50,000 to an unaffiliated third party investor. These notes arewere due six months from issuance, carry interest at 10% per annum and are convertible at $0.0012 per share. The Company has determined that the conversion feature does not represent an embedded derivative as the conversion price was known and was not variable making it conventional. The Company determined there was a beneficial conversion feature related to the January 2012 Convertible Notes based on the difference between the conversion price of $0.0012 and the market price of the Company’s common stock on the issue dates and recorded as interest expense $4,167 with an offset to additional paid-in capital. In January 2014, the Company agreed to allow the investor itto convert $1,700 of this note to stock at a discount to market of 50%. Accordingly, 34,000,000 shares were issued at a conversion price of $0.00005 per share.

In January 2014, the Company entered into a note agreement with an institutional investor for the issuance of a convertible promissory notesnote in the aggregate amount of $22,500 on the following dates and in the following amounts (the "2014 Asher Convertible Notes"):

The 2014 Asher Convertible Notes areNote is convertible at 50% of the average of the lowest three closing bid prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion and carrycarries an interest rate of 8% per annum.

We received net proceeds from the 2014 Asher Convertible NotesNote of $20,000 after debt issuance costs of $2,500 paid for lender legal fees. These debt issuance costs will bewere amortized over the termsnine month term of the 2014 Asher Convertible Notes or such shorter period as the Notes may be outstanding. AsNote and of June 30,December 31, 2014, $1,389all of these costs had been expensed as debt issuance costs.

During the year ended December 31, 2014, the holder converted a total of $21,000 in face value of the Converted AFPI Notesnote to 840,000 shares of our common stock, or $0.025 per share. As a result of this transaction, the Company recorded a decrease to the derivative liability of $22,680 and the balance due on the notes was calculated at issue date utilizing the following assumptions: