	September 30,			December 31,
	2015			2014
	(Unaudited)

Assets

Cash	$	716		$	972

Total current assets		716			972

Deferred debt issuance costs (Note 4)		6,414			4,473

Total long-term assets		6,414			4,473

Total assets	$	7,130		$	5,445

Liabilities and Shareholders' Deficit
Current liabilities:
Accounts and notes payable:
Bank ovedraft	$	2,068			-
Accounts payable, related party (Note 3)		596,495		$	467,759
Accounts payable		512,725			518,349
Derivative liability, convertible notes payable (Note 3)		671,193			567,905
Notes payable, related parties (Note 4)		14,561			21,461
Notes payable, other (Note 3)		402,948			392,953
Convertible notes payable, net of discount of $72,772 (2015) and $114,211 (2014) (Note 4)		587,817			548,301
Payroll liabilities (Note 5)		162,446			150,059
Accrued expenses (Note 5)		800,000			700,000
Dividends payable (Note 7)		134,572			110,395
Accrued interest payable:
Interest payable, convertible notes (Note 4)		162,888			129,386
Interest payable, related party notes (Note 3)		9,172			8,310
Interest payable, notes payable other (Note 4)		96,650			89,724

Total current liabilities		4,153,535			3,704,602

Series B preferred stock obligation, net (Note 7)		718,151			661,648

Commitments and contingencies (Note 5)

Shareholders' deficit: (Notes 1 & 7)
Preferred stock, $.001 par value; unlimited shares authorized		-			-
Common stock, $.001 par value; unlimited shares authorized, 2,228,481,617 (2015) and 23,463,415 (2014) shares issued and outstanding, respectively		2,228,481			23,463
Additional paid-in capital		14,549,102			16,303,784
Accumulated deficit		(25,569,093	)		(24,663,547	)

Total shareholders' deficit of the Company		(8,791,510	)		(8,336,300	)

Non-controlling interest (Note 1)		3,926,954			3,975,495

Total shareholders' deficit		(4,864,556	)		(4,360,805	)

Total liabilities and shareholders' deficit	$	7,130		$	5,445

See accompanying notes to unaudited condensed consolidated financial ~~statements~~statements.

	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	September 30,			September 30,			September 30,			September 30,
	2015			2014			2015			2014

Revenue	$	-		$	-		$	-		$	-

Operating costs and expenses:
Selling, general and administrative expenses
Management fees related parties (Note 3)		82,995			82,750			249,005			250,257
Depreciation		-			28			-			196
General and administrative		15,450			42,672			178,333			269,619

Total operating costs and expenses		(98,445	)		(125,450	)		(427,338	)		(520,072	)

Loss from operations		(98,445	)		(125,450	)		(427,338	)		(520,072	)

Other income (expense):
Interest expense, amortization of convertible note discounts (Note 4)		(48,517	)		(147,634	)		(231,313	)		(550,705	)
Interest expense (Notes 3 & 4)		(54,776	)		(25,798	)		(162,488	)		(325,623	)
Fair value adjustment of derivative liabilities (Note 4)		(97,431	)		150,871			(132,948	)		33,940

		(200,724	)		(22,561	)		(526,749	)		(842,388	)

Loss before income taxes		(299,169	)		(148,011	)		(954,087	)		(1,362,460	)

Income tax provision (Note 6)		-			-			-			-

Net loss	$	(299,169	)	$	(148,011	)	$	(954,087	)	$	(1,362,460	)

Net loss attributable to non-controlling interest (Note 1)		16,108			16,563			48,541			49,304

Net loss attributable to Company	$	(283,061	)	$	(131,448	)	$	(905,546	)	$	(1,313,156	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.02	)	$	(0.00	)	$	(0.11	)

Weighted average common shares outstanding (Notes 1 & 7)		2,072,644,134			7,858,179			968,962,520			12,354,900

See accompanying notes to unaudited condensed consolidated financial ~~statements~~statements.

	Common stock				Additional paid-in			Accumulated			Non-controlling			Total shareholders
	Shares		Par value		capital			deficit			interest			deficit

Balance at December 31, 2014		23,463,415	$	23,463	$	16,303,784		$	(24,663,547	)	$	3,975,495		$	(4,360,805	)

January through September 2015, issuance of common stock upon conversion of convertible debt and accrued interest (Notes 4 & 7)		2,201,018,202		2,201,018		(1,986,202	)		-			-			214,816

Reclassification of derivative liabilities upon conversion of convertible debt (Note 4)		-		-		219,520			-			-			219,520

January through September 2015, issuance of common stock for services (Note 7)		4,000,000		4,000		12,000			-			-			16,000

Net loss		-		-		-			(905,546	)		(48,541	)		(954,087	)

Balance at September 30, 2015		2,228,481,617	$	2,228,481	$	14,549,102		$	(25,569,093	)	$	3,926,954		$	(4,864,556	)

See accompanying notes to unaudited condensed consolidated financial statements.

	Nine months			Nine months
	ended			ended
	September 30,			September 30,
	2015			2014

Cash flows from operating activities:
Net loss	$	(954,087	)	$	(1,362,460	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense		-			369,123
Stock based compensation (Note 7)		16,000			-
Amortization of debt issuance costs (Note 4)		9,559			9,598
Beneficial conversion feature		-			197,539
Accretion of Series B preferred stock (Note 7)		56,503			-
Depreciation and amortization (Note 1)		-			196
Change in fair value of derivative liability (Note 4)		132,948			(403,063	)
Amortization of discount on debentures payable (Note 4)		231,313			550,705
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		95,267			112,096
Related party payables (Note 3)		128,736			13,481
Dividends payable (Note 7)		24,177			24,177
Interest payable		67,265			137,685
Net cash used in operating activities		(192,320	)		(350,923	)

Cash flows from financing activities:
Proceeds from convertible notes (Note 4)		150,500			315,000
Proceeds from notes payable, other (Note 4)		67,600			70,800
Prodeeds from notes payable, related (Note 3)		2,200			3,000
Payments on notes payable (Note 4)		(9,704	)		(7,910	)
Payments on notes payable, related (Note 3)		(9,100	)		(27,907	)
Payments to placement agents (Note 4)		(11,500	)		(11,000	)
Net cash provided by financing activities		189,996			341,983

Net change in cash and cash equivalents		(2,324	)		(8,940	)

Cash and cash equivalents:
Beginning of year		972			9,872

End of period	$	(1,352	)	$	932

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	-		$	-
Interest	$	15,914		$	5,949

Noncash financing transactions:
Notes and interest payable converted to stock	$	214,816		$	479,656
Reclassification of derivative liabilities upon conversion of convertible debt	$	219,520		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~UNAUDITED~~ FINANCIAL STATEMENTS

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

Effective September 5, 2014, the Company changed isits state of Domicile from Nevada to Wyoming. On September 18, 2014, the Company received notice that the Wyoming Secretary of State had accepted an amendment to its articles of incorporation through which the number of shares of authorized common and preferred stock of the Company went from 3,500,000,000 shares of $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.

~~In February~~On November 19, 2014, the Company ~~announced plans to change~~effected a 1 for 250 reverse split of its ~~strategic direction. In addition, the Company announced that it has formed~~common stock following which a ~~new subsidiary, Bitcoin Capital Corporation, to pursue early stage opportunities in Bitcoin~~total of 3,840,199,334 shares of issued and ~~other cryptocurrency.~~outstanding pre-split common stock became 15,360,797 shares of post-split common stock. As a result of the ~~filing~~reverse split, the number of ~~this report, Bitcoin Capital Corporation has not begun operating~~shares outstanding and per share information for all prior periods presented have been retroactively restated to reflect the Company has put this plan on hold indefinitely given changes in the market for Bitcoins subsequent to that announcement. The Company also announced that its board of directors had approved a name change to AFPW Holdings, Inc. although the name change has not yet been completed.new capital structure.

Certain information and footnote disclosures normally included in unaudited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. All of the intercompany accounts have been eliminated in ~~consolidation. The~~consolidation.The interim unaudited condensed consolidated financial statements should be read in conjunction with the ~~Company’s~~Company's annual financial statements for the year ended December 31, ~~2013,~~2014, notes and accounting policies thereto included in the ~~Company’s~~Company's Annual Report on Form 10-K.

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 condensed consolidated 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 condensed consolidated financial statements, the Company had no revenue during the nine months ended September 30, ~~2014,~~2015, and has an accumulated deficit of ~~$24,301,793~~$25,569,093 from its inception through that date. These factors ~~among others, may indicate~~raise substantial doubt about the Company's ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company ~~will~~ be unable to continue as a going ~~concern for a reasonable period of time.~~concern.

In February 2010, the Company formed its subsidiary, AFPI. The total number of AFPI shares outstanding at December 31, ~~2013~~2014 and September 30, ~~2014~~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 September 30, ~~2014~~2015 as intercompany accounts. At September 30, ~~2014~~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. A non-controlling interest in AFPI that totaled ~~$3,996,230~~$3,926,954 is included in the ~~Company’s~~Company's condensed consolidated balance sheet at September 30, ~~2014.~~2015. In addition, ~~$49,304~~$48,541 of the net loss of AFPI of ~~$117,782~~$115,958 for the nine months ended September 30, ~~2014~~2015 has been attributed to the non-controlling interest of those stockholders.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~UNAUDITED~~ FINANCIAL STATEMENTS

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 September 30, ~~2014~~2015 were $-0-.

The Company has certain stock option plans approved by its stockholders, and also grants options and warrants to consultants outside of its stock option plan pursuant to individual agreements.

The Company accounts for compensation expense for its stock-based employee compensation plans and issuances of options and warrants to consultants in accordance with ASC Topic 718 ~~formerly known as SFAS No. 123R "Share Based Payment" which replaced SFAS No. 123, "Accounting for Stock-Based Compensation"(“SFAS No. 123”) and supersedes Opinion No. 25 of the Accounting Principles Board, "Accounting for~~– Compensation – Stock ~~Issued to Employees" (APB 25). The Company has elected the modified-prospective method, under which prior periods are not revised for comparative purposes.~~Compensation. See Note 5.7. Capital Stock for further information on the Company's ~~stock options plans and other warrant/option issuances.~~stock-based compensation.

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.

The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the ~~Company’s~~Company's estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The fair values of cash and cash equivalents ~~current non-related party accounts receivable,~~ and accounts payable approximate their carrying amounts because of the short maturities of these instruments.

The fair values of notes and loans payable to non-related parties approximate their carrying values because of the short maturities of these instruments. The fair value of long-term debt to non-related parties approximates carrying values, net of discounts applied, based on market rates currently available to the Company.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~UNAUDITED~~ FINANCIAL STATEMENTS

Loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Common stock underlying stock options, warrants, and convertible promissory notes are not considered in the calculations of diluted loss per share for the periods ended September 30, ~~2014~~2015 and ~~2013,~~2014, as the impact of the potential common shares, which totaled approximately ~~11,360,684,000~~13,695,657,600 (September 30, ~~2014)~~2015) and ~~1,108,963,000~~45,442,800 (September 30, ~~2013)~~2014), would be anti-dilutive. Therefore, diluted loss per share presented for the nine month periods ended September 30, ~~2014~~2015 and ~~2013~~2014 is equal to basic loss per share.

Accounting for obligations and instruments potentially settled in the ~~Company’s~~Company's common stock

In connection with any obligations and instruments potentially to be settled in the Company's stock, the Company accounts for the instruments in accordance with ASC Topic 815, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a ~~Company’s~~Company's Own Stock". This issue addresses the initial balance sheet classification and measurement of contracts ~~thatare~~thatare indexed to, and potentially settled in, the Company's ~~stock.Under~~stock.Under this pronouncement, contracts are initially classified as equity or as either assets or liabilities, depending on the situation. All contracts are initially measured at fair value and ~~subsequentlyaccounted~~subsequentlyaccounted for based on the then current classification. Contracts initially classified as equity do not recognize subsequent changes in fair value as long as the contracts continue to be classified as~~equity.~~asequity. For contracts classified as assets or liabilities, the Company reports changes in fair value in earnings and discloses these changes in the financial statements as long as the contracts ~~remainclassified~~remainclassified as assets or liabilities. If contracts classified as assets or liabilities are ultimately settled in shares, any previously reported gains or losses on those contracts continue to be included in~~earnings.~~inearnings. The classification of a contract is reassessed at each balance sheet date.

Revenues on product sales are recognized upon shipment of the product to the customer. Payment terms are typically 30 to 60 days net due following order delivery, depending on the customer. Fee revenues for research and development contracts are typically recognized on milestone dates outlined in the contracts. In instances where definable dates are not outlined, fee revenue is recognized when received.

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~~"Derivatives and ~~Hedging”, formerly known as, SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"~~Hedging".

Management reviewed accounting pronouncements issued during the nine months ended September 30, ~~2014,~~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 $90,000 for each of the nine months ended September 30, ~~2014~~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 $99,000 for each of the nine months ended September 30, ~~2014~~2015 and ~~2013.~~2014. As of September 30, ~~2014~~2015 and ~~2013,~~2014, the Company owed ~~$372,262~~$512,692 and ~~$326,392,~~$342,392, 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 nine month periods ended September 30, ~~2014~~2015 and ~~2013,~~2014, the Company recorded ~~$2,757~~$1,505 and ~~$3,280,~~$2,757, respectively to a corporation owned in part by ~~Messrs. Fong and Olson~~the Company's Secretary under this bonus program. At September 30, ~~2014~~2015 and ~~2013,~~2014, respectively, there was ~~$250~~$1,915 and ~~$2,264~~$250 payable under the bonus plan.

In the nine month periods ended September 30, ~~2014~~2015 and ~~2013,~~2014, APTI paid a management fee of $6,500 per month to a company owned by the ~~Company’s~~Company's officers for services related to its bookkeeping, accounting and corporate governance functions. For each of the nine month periods ended September 30, ~~2014~~2015 and ~~2013,~~2014, these management fees totaled $58,500. As of September 30, ~~2014~~2015 and ~~2013,~~2014, the Company owed ~~$18,485~~$28,335 and ~~$4,185,~~$18,485, respectively, in accrued fees and related expenses.

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.~~month. 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 $13,500 for the nine months ended September 30, ~~2014~~2015 and ~~$10,800 for the same period in 2013.~~2014. A total of ~~$500~~$0 and ~~$2,400~~$500 in rent expense was accrued but unpaid at September 30, ~~2014~~2015 and ~~2013,~~2014, respectively.

Accounts payable to related parties consisted of the following at September 30, ~~2014:~~2015:

Management fees, rent and bonus payable to officers		$	372,512
Management fees, rent and bonus payable to officers and their affiliates				$	560,527

Accrued expenses payable to subsidiary officer	Accrued expenses payable to subsidiary officer		31,316		35,968
	Total accounts payable, related party	$	403,828
Total accounts payable, related party				$	596,495

AtThe Company issues promissory notes to its officers, and entities affiliated with its officers, from time-to-time. These notes all bear interest at 8% per annum and are due on demand. The following table outlines activity related to issuances and payment on these notes for the nine months ended September 30, ~~2014~~2015 and 2013, the Company owed $500 and $0, respectively, to its president for loans made to it from time-to-time in demand notes with 8% interest. There was $10 and $18 in accrued interest payable at September 30, 2014 and 2013, respectively.2014:

~~At both September 30, 2014~~Notes Payable – Related Parties and ~~2013, the Company owed the president of APTI $1,511 in loans in demand notes with 8% interest. As of September 30, 2014 and 2013 there was accrued interest payable of $456 and $335, respectively.~~Affiliates:

At September 30, 2014 and 2013, the Company owed $0 and $17,725, respectively, to a company owned by its president in demand notes with 8% interest. There were payments totaling $13,317 in principal and $451 in accrued interest during the 2014 period and $18,365 in principal and $185 in interest during the 2013 period to amounts owed. There was $0 and $242 in accrued interest payable at September 30, 2014 and 2013, respectively.

Principal balance December 31, 2014	$	21,461
Notes issued during the nine months ended September 30, 2015		100
Notes repaid during the nine months ended September 30, 2015		(7,000	)
Principal balance September 30, 2015	$	14,561

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~UNAUDITED~~ FINANCIAL STATEMENTS

At both September 30, 2014 and 2013, the Company owed $5,435 to a company affiliated with its Secretary in demand notes with 8% interest. There was $1,389 and $953 in accrued interest payable at September 30, 2014 and 2013, respectively.

At both September 30, 2014 and 2013, the Company owed $2,165 in principal in certain promissory notes issued to a partnership affiliated with the Company’s president with interest rate of 8% and due on demand. As of September 30, 2014 and 2013, the Company owed $759 and $585, respectively, in accrued interest on these notes.

At both September 30, 2014 and 2013, the Company owed a partnership affiliated with its president and secretary $5,000 in a note with an interest rate of 8% per annum and due on demand. As of both September 30, 2014 and 2013, $2,188 and $1,787 in accrued interest was payable at those dates, respectively.

At September 30, 2014 and 2013, the Company owed $0 and $9,590 to a corporation affiliated with the Company's officers in demand notes with interest at 8%. A total of $9,590 in principal and $2,008 in interest was repaid during the 2014 period. There was $0 and $1,430 in accrued interest payable on these notes at September 30, 2014 and 2013, respectively.

At both September 30, 2014 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 $328 and $300 in accrued interest payable on these notes at September 30, 2014 and 2013, respectively.

At December 31, 2013, the Company owed a corporation owned by the Company's secretary $4,000 and in demand notes with interest of 8% per annum. There was $3,000 and $4,500 loaned during the nine month periods ended September 30, 2014 and 2013, respectively, along with payments of $4,000 in principal and $3 in accrued interest during the 2014 period and $2,500 in principal and $2 in interest during the 2013 period. As a result of these transactions, there was $3,000 in principal and $4 in interest payable on these notes at September 30, 2014 with $2,000 in principal and $42 in interest payable at September 30, 2013.

As of September 30, 2014 the Company owed two companies and an individual affiliated with its officers a total of $2,656 in interest on notes paid in periods prior to 2014. At September 30, 2013, the Company owed two companies affiliated with its officers a total of $2,365 in interest on notes paid in periods prior to 2012.

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 September 30, ~~2014~~2015 and ~~2013.~~

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

		2014		2013		September 30, 2015		December 31, 2014
Notes payable to officers; interest at 8% and due on demand	Notes payable to officers; interest at 8% and due on demand	$	3,500	$	2,011	$	1,511	$	1,511

Notes payable to affiliates of Company officers; interest at 8% and due on demand	Notes payable to affiliates of Company officers; interest at 8% and due on demand		14,461		45,118		13,050		19,950

	Notes payable, related party		17,961		45,129
Notes payable, related party							14,561		21,461

Interest payable related party	Interest payable related party		8,025		8,912		9,172		8,310

	Total principal and interest payable, related party	$	27,786	$	56.041
Total principal and interest payable, related party						$	23,733	$	29,771

At September 30, ~~2014~~2015 and ~~2013,~~2014, the Company owed ~~$87,205~~$97,000 and ~~$183,731,~~$87,205, respectively, to ~~an unaffiliated trust~~the Gulfstream 1998 Irrevocable Trust, at an interest rate of 8% and due on demand. During the nine months ended September 30, ~~2014,~~2015, the trust loaned the Company ~~$43,900;~~$67,600; and sold ~~$111,200~~$47,900 in principal on these notes to ~~unaffiliated~~ third parties that became convertible ~~notes. In addition, the trust converted $7,600 of these notes to common stock during the same period.~~debentures. Please see convertible notes below and Note ~~9 “Capital Stock”~~7 "Capital Stock" below for further information on these transactions. During the nine months ended September 30, 2013, the trust loaned the Company $74,200 and sold $28,300 in principal on these notes to an unaffiliated third party that converted that balance to common stock of the Company. The Company made payments on these notesAlso during the nine month period ended September 30, ~~2014 totaling $5,695~~2015, the Company paid $8,704 in principal and ~~$2,290~~$12,034 in ~~accrued interest. The Company made payments~~interest payable on these ~~notes during the nine month period ended September 30, 2013 totaling $17,018 in principal and $12,352 in accrued interest.~~notes. There was ~~$18,308~~$4,760 and ~~$11,335~~$20,091 in accrued interest payable on these notes at September 30, ~~2014~~2015 and ~~2013,~~December 31, 2014, respectively.

At both September 30, ~~2014~~2015 and ~~2013,~~2014, the Company owed $32,732 ~~to an unaffiliated third party~~ with interest payable at 8% and due on demand. There was ~~$7,539~~$10,158 and ~~$4,921~~$6,227 in accrued interest payable on these notes at September 30, ~~2014~~2015 and ~~2013,~~December 31, 2014, respectively.

At September 30, ~~2014~~2015 and ~~2013,~~2014, the Company owed ~~an unaffiliated third party~~ $43,086 ~~and $99,588, respectively.~~on a note payable. These notes are due on demand and carry an interest rate of 8%. There was ~~$40,921 loaned during the nine month period ended September 30, 2013. There was $8,895~~$12,342 and ~~$7,749~~$8,199 in accrued interest payable at September 30, 2015 and December 31, 2014, ~~and 2013,~~ respectively.

At September 30, ~~2014~~2015 and ~~2013,~~2014, the Company owed ~~an unaffiliated third party~~ $13,000 ~~and $113,000, respectively.~~on a note payable due in 2012. There ~~as $113,000~~was $13,000 payable on these notes at December 31, 2013 and during the nine months ended September 30, 2014, $100,000 of these notes was reissued as a convertible note as explained more fully under “Convertible Notes” below. A total of $19,500 was loaned and repaid during the three month period ended September 30, 2013.2014. These notes carry current interest rates of 8% per annum. As of September 30, ~~2014~~2015 and ~~2013,~~December 31, 2014, there was ~~$20,317~~$21,362 and ~~$17,257~~$20,583 in accrued interest payable on these ~~notes.~~

As of both September 30, 2014 and 2013, we owed an unaffiliated third party $0 and $6,000 in a demand note with 8% interest. During the six months ended June 30, 2014, this note was assigned to a third party and converted to common stock of the Company including the conversion of $6,000 in principal and $1,132 in accrued interest. As of September 30, 2014 and 2013, there was $0 and $826, respectively, in accrued interest payable on this note.notes, respectively.

During the year ended December 31, 2010 a note payable in the amount of $30,000 was issued and repaid ~~to an unaffiliated third party~~ leaving an interest balance due of $57. This amount remained unpaid as of both September 30, ~~2014~~2015 and ~~2013.~~December 31, 2014.

During the year ended December 31, 2011, a note for $6,800 was purchased by a third party investor and converted to 22,666 shares of the Company’s common stock. The shares were never issued. As a result, the Company has agreed to allow this noteholder to complete a new conversion of this note as of February 2014 for a total of 34,000,000 shares or $0.0002 per share.

AlumiFuel Power, Inc. owes $1,050 in unpaid interest on notes issued and settled prior to ~~2013.~~2015.

In February 2011, an unaffiliated third party loaned the Company $75,000. This note called for a payment of $50,000 in thirty days with a balance due no later than 90 days from its issuance and carries and interest rate of 12% per annum. The $50,000 was repaid during the quarter ended June 30, 2011. No further payments have been made on this note leaving a balance due at both September 30, 2014 and 2013 of $25,000 with interest payable of $11,030 (2014) and $8,030 (2013).

During the quarter ended June 30, 2012, $26,100 in accrued interest payable to an unaffiliated third party was converted to a convertible promissory note leaving an interest balance due of $5 at both September 30, 2014 and 2013.

At September 30, 2015 and December 31, 2014, the company owed $217,130 ~~from unaffiliated third parties~~that was paid in Euros totaling 164,250. ~~This principal amount due was $133,980 as of September 30, 2013.~~ These notes are due one year from issuance with an interest rate of 10% and may be converted to AFPI common stock after six months outstanding and if AFPI's common stock begins trading again. ~~Certain~~A majority of these notes are beyond their maturity date and are therefore in default. As of September 30, ~~2014~~2015 and ~~2013,~~December 31, 2014, there was a total of ~~$24,014~~$46,274 and ~~$5,367,~~$29,329, respectively, in interest payable on these notes.

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

Notes and interest payable to others consisted of the following at September 30, ~~2014~~2015 and ~~2013:~~December 31, 2014:

		2014		2013		September 30, 2015		December 31, 2014
Notes payable, non-affiliates; interest at 8% and due on demand	Notes payable, non-affiliates; interest at 8% and due on demand	$	176,023	$	415,451	$	185,818	$	175,823

Notes payable, non-affiliates; interest at 10% and due in March 2014-July 2015	Notes payable, non-affiliates; interest at 10% and due in March 2014-July 2015		217,130		97,060		217,130		217,130

Notes payable, non-affiliates; interest at 12% and due on demand			25,000		25,000

	Notes payable		418,153		537,511
Notes payable							402,948		392,953

Interest payable, non-affiliates	Interest payable, non-affiliates		91,862		43,327		96,650		89,724

	Total principal and interest payable, other	$	510,015	$	580,838
Total principal and interest payable, other						$	499,598	$	482,677

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

From time-to-time, ~~we issue~~the 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”~~"Debentures"). Of that amount, $10,000 of these debentures remained unpaid as of September 30, ~~2014.~~2015.

The beneficial conversion feature (an embedded derivative) included in the Debentures resulted in an initial debt discount of $435,000 and an initial loss on the valuation of derivative liabilities of $71,190 for a derivative liability balance of $506,190 at issuance.

Among other terms of the offering, the Debentures were originally due in January 2013, but were extended to December 31, 2013. The Debentures are convertible at a conversion price equal to 75% of the lowest closing bid price per share of the ~~Company’s~~Company's common stock for the twenty (20) trading days immediately preceding the date of conversion.

At September 30, ~~2014,~~2015, the Company revalued the derivative liability balance of the remaining outstanding ~~Debentures. Therefore, for the period from their issuance to that date, the Company has recorded an expense and decreased the previously recorded liabilities by $506,190~~Debentures resulting in a derivative liability balance of ~~$4,903~~$5,103 at September 30, ~~2014.~~2015.

In January 2012 we issued two convertible notes of $25,000 each for a total of $50,000 to ~~an unaffiliated third party investor.~~J&J Potatoes. These notes ~~are~~were 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~~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 2012, we converted~~share leaving a ~~total~~principal balance due of ~~$26,100 in interest payable on $75,000 in~~$48,300 at December 31, 2014. During the nine month period ended September 30, 2015, these notes ofwere sold to More Capital and agreed to change the ~~Company and AFPI~~conversion terms to ~~an unaffiliated note holder to a convertible note. This note is due in January 2013 and carries an interest rate of 8% per annum. The note is convertible into shares of our common stock at~~reflect a 50% discount to the lowest ~~three~~ trading ~~prices in~~price of the Company's common stock for the ten ~~days prior to~~day period immediately preceding conversion.

~~The beneficial conversion feature (an embedded derivative) included in the January 2012 Interest Note~~ This resulted in ~~an initial debt discount of $26,100 and~~ an initial loss on the valuation and a corresponding derivative liability expense of $50,715.

During the nine month period ended September 30, 2015 More Capital converted $4,696 in principal on these notes to 93,916,856 shares of common stock at $0.00005 per share and resulting in a principal balance of $43,604 at September 30, 2015.

At September 30, 2015 the Company revalued the derivative ~~liabilities~~liability balance of ~~$11,186 for~~the remaining outstanding notes resulting in a derivative liability balance of ~~$37,286~~$45,784 at ~~issuance.~~

~~As of~~ September 30, 2014, the holders converted the entire $26,100 principal plus $4,565 in accrued interest to 84,094,065 shares of our common stock, or $0.00036 per share. As a result of these transactions, the derivative liability was $0 as of September 30, 2014.2015.

During the year ended December 31, 2013, the Company entered into note agreements with an institutional investor for the issuance of convertible promissory notes in the aggregate amount of $50,000 on the following dates and in the following amounts (the "2013 Asher Convertible Notes"):

The 2013 Asher Convertible Notes are convertible at 50% of the average of the lowest three trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion and carry an interest rate of 8% per annum.

We received net proceeds from the 2013 Asher Convertible Notes of $45,000 after debt issuance costs of $5,000 paid for lender legal fees. These debt issuance costs will be amortized over the terms of the 2013 Asher Convertible Notes or such shorter period as the Notes may be outstanding. As of September 30, 2014, $5,000 of these costs had been expensed as debt issuance costs.

The beneficial conversion feature (an embedded derivative) included in the 2013 Asher Convertible Notes resulted in total initial debt discounts of $50,000 and a total initial loss on the valuation of derivative liabilities of $38,500 for a derivative liability balance of $88,500 total at issuance.

During the quarter ended March 31, 2014, the 2013 Asher Convertible Notes holders converted the remaining principal balance of $39,610 plus $2,200 in interest to 228,309,524 shares of our common stock, or $0.00018 per share. As a result of all conversions, the Company recorded a decrease to the derivative liability of $79,220 taking it to $0.

~~During the nine months ended September 30,~~In January 2014, the Company entered into a note agreement with an institutional investor for the issuance of a convertible promissory ~~notes~~note in the aggregate amount of ~~$22,500 on the following dates and in the following amounts (the "2014 Asher Convertible Notes"):~~$22,500.

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

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

The beneficial conversion feature (an embedded derivative) included in the 2014 Asher Convertible ~~Notes~~Note resulted in total initial debt discounts of $22,500 and a total initial loss on the valuation of derivative liabilities of ~~$17,500~~$1,800 for a derivative liability balance of ~~$45,000~~$24,300 total at issuance.

During the ~~three months~~year ended ~~September 30,~~December 31, 2014, the ~~holders~~holder converted a total of $21,000 in face value of the note to ~~210,000,000~~840,000 shares of our common stock, or ~~$0.0001~~$0.025 per share. As a result of this transaction, the Company recorded a decrease to the derivative liability of ~~$43,556~~$22,680 and the balance due on the notes was $1,500.

At September 30, ~~2014~~2015 the Company revalued the derivative liability balance of the remaining outstanding 2014 Asher ~~Notes. Therefore, for the period from its issuance to September 30, 2014, the Company has recorded an expense and increased the previously recorded liabilities by $1,667~~Note resulting in a derivative liability balance of ~~$2,420~~$2,539 at September 30, ~~2014.~~2015.

In October 2012 we issued $10,000 of 8% unsecured convertible debenture with a private investor that were convertible at 50% of the lowest closing price per share of the Company’s common stock for the thirty (30) trading days immediately preceding the date of conversion. As of December 31, 2013, the balance remaining on these notes was $2,980.

The beneficial conversion feature (an embedded derivative) included in the October Notes resulted in an initial debt discount of $10,000 and an initial loss on the valuation of derivative liabilities of $10,000 for a derivative liability balance of $20,000 at issuance.

During the three months ended March 31, 2013, the holders converted the remaining $2,980 in face value plus $920 in interest to 77,998,200 shares of our common stock, or $0.00005 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $10,000 and the balance due on the notes was 0.

~~In May 2013 we issued $2,500 of 8% unsecured convertible note with the same private investor (the “May 2013 Notes”).~~

In May 2013 we issued $2,500 of 8% unsecured convertible note with the same private investor (the “May 2013 Notes”). The May 2013 Notes are due in February 2014 and are convertible at 50% of the lowest closing price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion.

The beneficial conversion feature (an embedded derivative) included in the May 2013 Notes resulted in an initial debt discount of $2,500 and an initial loss on the valuation of derivative liabilities of $2,232 for a derivative liability balance of $4,732 at issuance.

During the three months ended March 31, 2014, the holders converted the remaining $2,500 in face value plus $222 in interest to 16,009,824 shares of our common stock, or $0.00006 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $4,732 and the balance due on the notes was 0.

In November 2012 a private investor purchased a total of $111,600 in existing notes from one of our third party note holders (together the “November Notes”). The notes were amended to include a maturity date that is nine months from the amendment date or August 2013 and have an 8% interest rate. At December 31, 2013, there was $77,519 in principal on these notes outstanding.

~~The November Notes are convertible at 50% of the lowest closing bid price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion.~~

The beneficial conversion feature (an embedded derivative) included in the November Notes resulted in an initial debt discount of $111,600 and an initial loss on the valuation of derivative liabilities of $111,500 for a derivative liability balance of $222,600 at issuance.

During the six months ended June 30, 2014, the debenture holders converted the remaining balance of $77,519 in face value and $10,443 in interest of the debentures to 353,413,617 shares of our common stock, or $0.00025 per share, fully converting these debentures. As a result of these transactions, the Company recorded a decrease to the derivative liability taking it to $0 and as of June 30, 2014, the total face value of the Debentures outstanding was $0.

In the year ended December 31, 2013 a private investor purchased a total of $118,351 in existing notes from one of our third party note holders and loaned an additional $32,000 in new notes for a total of $118,351 (together the “2013 CareBourn Notes”). The assumed notes have an interest rate of 6% per annum. The new notes are due in December 2013 and have an 8% interest rate.

The 2013 Convertible Notes are convertible at a conversion price for each share of common stock equal to 50% of the lowest closing bid price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion.

The beneficial conversion feature (an embedded derivative) included in the 2013 CareBourn Notes resulted in an initial debt discount of $151,351 and an initial loss on the valuation of derivative liabilities of $91,683 for a derivative liability balance of $242,034 at issuance.

~~As of December 31, 2013, the total face value of the 2013 Convertible Notes outstanding was $133,211.~~

During the nine months ended September 30, 2014, the note holders converted a total of $133,211 in face value and $7,071 in interest of the 2013 CareBourn Notes to 795,502,370 shares of our common stock, or $0.00018 per share. As a result of the total conversion of these notes, the Company recorded a decrease to the derivative liability of $242,034 and as of September 30, 2014, the total face value of the 2013 Convertible Notes outstanding was $0.

~~During the nine months ended September 30,~~ 2014, an institutional investor, CareBourn Capital, converted $100,000 in promissory notes due from the Company tointo a convertible note due September 30, 2014. In addition, our president, converted $85,000 in fees due him from our subsidiary AFPI into convertible notes due February 1, 2014 ($50,000) and October 2, 2014 ($35,000)., which were acquired by this investor. This investor also loaned the Company an additional ~~$45,000~~$70,000 that is due August 2014 through ~~May~~July 2015. These notes total ~~$230,000~~$255,000 (together the ~~“2014~~"2014 CareBourn Notes) ~~and all~~ bear interest at 8%-12% per annum and are convertible at a conversion price for each share of common stock equal to 50% of the average of the lowest three closing ~~bid price~~prices per share of the ~~Company’s~~Company's common stock for the ten (10) trading days immediately preceding the date of conversion.

The beneficial conversion feature (an embedded derivative) included in the 2014 CareBourn Notes resulted in an initial debt discount of ~~$180,000~~$205,000 and an initial loss on the valuation of derivative liabilities of ~~$239,344~~$72,950 for a derivative liability balance of ~~$419,344~~$277,950 at issuance.

During the ~~nine months~~year ended ~~September 30,~~December 31, 2014, the note holders converted a total of ~~$2,500~~$4,711 in face value of the 2014 CareBourn Notes to ~~50,000,000~~2,021,000 shares of our common stock, or ~~$0.00005~~$0.002 per share. As a result of the ~~total~~ conversion of these notes, the Company recorded a decrease to the derivative liability ~~of $3,333~~ and as of ~~September 30,~~December 31, 2014, the total face value of the ~~2013 Convertible~~2014 CareBourn Notes outstanding was ~~$227,500.~~$250,289.

During the nine months ended September 30, 2015, the note holders converted a total of $60,536 in principal and $3,712 in interest of the 2014 CareBourn Notes to 703,051,247 shares of our common stock, or $0.00009 per share. As a result of the conversion of these notes, the Company recorded a decrease to the derivative liability and as of September 30, 2015, the total face value of the 2014 CareBourn Notes outstanding was $189,753.

At September 30, ~~2014,~~2015, the Company revalued the derivative liability balance of the remaining outstanding 2014 CareBourn ~~Notes. For the period from their issuance to that date there was an decrease of $172,609 to the previously recorded liabilities~~Notes resulting in a derivative liability balance of ~~$246,734~~$239,733 at ~~September 30, 2014.~~that date.

~~In June 2013 we issued $16,500 of 12% unsecured convertible note with a private investor (the “JMJ Convertible Note”).~~

Among other terms of the offering, the JMJ Convertible Note is due in May 2014 (the “Maturity Date”), unless prepayment is required in certain events, as called for in the agreements. The JMJ Convertible Note is convertible at a conversion price (the “Conversion Price”) for each share of common stock equal to 60% of the lowest trading price per share of the Company’s common stock for the twenty-five (25) trading days immediately preceding the date of conversion. In addition, the JMJ Convertible Note provides for adjustments in the case of certain corporate actions.

The JMJ Convertible Note bears interest at twelve percent (12%) per annum, unless paid within the first three months in which case no interest is due, payable (i) upon conversion, or (ii) on the Maturity Date, in cash or shares of our common stock at the Conversion Price. In the event of a default, the company would owe 150% of the outstanding principal balance plus accrued interest.

The beneficial conversion feature (an embedded derivative) included in the JMJ Convertible Note resulted in an initial debt discount of $16,500 and an initial loss on the valuation of derivative liabilities of $15,180 for a derivative liability balance of $31,680 at issuance.

~~The total face value of the 2013 Convertible Notes outstanding was $14,300 at December 31, 2013.~~

During the three months ended March 31, 2014, the note holders converted a total of $14,300 in face value and $2,167 in interest of the JMJ Notes to 131,866,680 shares of our common stock, or $0.00012 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $23,833 and as of March 31, 2014, the total face value of the 2013 Convertible Notes outstanding was $0.

In May 2013 we issued a $20,000 8% unsecured convertible note with a private investor (the ~~“Bohn~~"Bohn Convertible ~~Note”~~Note"). The Bohn Convertible Note is due in November at a conversion price of 75% of the lowest trading price per share of the ~~Company’s~~Company's common stock for the ten (10) trading days immediately preceding the date of conversion.

The beneficial conversion feature (an embedded derivative) included in the Bohn Convertible Note resulted in an initial debt discount of $20,000 and an initial loss on the valuation of derivative liabilities of $11,429 for a derivative liability balance of $31,429 at issuance.

At September 30, ~~2014~~2015 the Company revalued the derivative liability balance of the remaining outstanding Bohn Convertible ~~Note. Therefore, for the period from their issuance to September 30, 2014, the Company has recorded decreased the previously recorded liabilities by $9,215~~Note resulting in a derivative liability balance of ~~$22,214~~$23,814 at September 30, ~~2014.~~2015.

In May 2013, we issued a $75,000 convertible note that remains outstanding to the former landlord of API as part of a settlement agreement with respect to a Judgment by Confession entered against ~~API in the Court of Common Pleas Philadelphia County in Philadelphia as described more fully in Note 7 - Commitments and Contingencies below.~~API. This note was due in May 2014 and carries an interest rate of 8% per annum. This note may be converted at any time beginning on November 30, 2013 into shares of our common stock at the average of the lowest three (3) Trading Prices for the common stock during the ten trading days prior to the Conversion Date. As this note is convertible at market, there is no imbedded derivative and therefore no corresponding derivative liability.

During the year ended December 31, 2013, an unaffiliated institutional investor purchased three notes totaling $19,900 from one of our third party note holders and issued a new notes in the amount of $10,000 for a total of $29,900 in amounts due (the "WHC Notes"). The WHC Notes may be converted at any time at a discount to market of 50% of the lowest closing price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion as adjusted for splits and other events. This notes have an interest rate of 8% per annum and are due in June 2014.

The beneficial conversion feature (an embedded derivative) included in the WHC Notes resulted in an initial debt discount of $29,900 and an initial loss on the valuation of derivative liabilities of $25,178 for a derivative liability balance of $55,078 at issuance.

~~As of December 31, 2013, the total face value of the WHC Notes outstanding was $16,212.~~

During the six months ended June 30, 2014, the note holders converted the remaining balance of $16,212 in face value and $492 in interest of the WHC Notes to 109,130,609 shares of our common stock, or $0.00008 per share. As a result of these transactions, the Company decreased the derivative liability to $0 and as of June 30, 2014, the total face value of the WHC Notes outstanding was $0.

During the nine months ended September ~~31,~~30, 2014, WHC purchased ~~additional~~ notes totaling $101,300 from one of our third party note holders and issued new notes in the amount of $45,000 for a total of $146,300 in amounts due (the "WHC ~~2104~~2014 Notes"). The WHC 2014 Notes may be converted at any time at a discount to market of 50% of the lowest closing price per share of the ~~Company’s~~Company's common stock for the ten (10) trading days immediately preceding the date of conversion as adjusted for splits and other events. This notes have an interest rate of 8% per annum and are due in March through July 2015.

The beneficial conversion feature (an embedded derivative) included in the WHC 2014 Notes resulted in an initial debt discount of $146,300 and an initial loss on the valuation of derivative liabilities of $66,901 for a derivative liability balance of $213,201 at issuance.

During the ~~nine months~~year ended ~~September 30,~~December 31, 2014, the note holders converted a total of ~~$56,248~~$57,565 in face value and $234 in interest due on the WHC 2014 Notes to ~~253,291,400~~1,891,356 shares of our common stock, or ~~$0.0002~~$0.03 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability totaling ~~$44,798~~$51,645 and as of ~~September 30,~~December 31, 2014, the total face value of the WHC 2014 Notes outstanding was ~~$90,052.~~$88,736.

During the nine months ended September 30, 2015, the note holders converted a total of $20,614 in face value on the WHC 2014 Notes to 249,053,338 shares of our common stock, or $0.00008 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability and as of September 30, 2015, the total face value of the WHC 2014 Notes outstanding was $68,122.

At ~~Sepotember~~September 30, ~~2014~~2015 the Company revalued the derivative liability balance of the remaining outstanding WHC 2014 ~~Notes. Therefore, for the period from their issuance to September 30, 2014, the Company has recorded an expense and increased the previously recorded liabilities by $121,061~~Notes resulting in a derivative liability balance of ~~$98,788~~$76,462 at September 30, ~~2014.~~2015.

In December 2013 we issued a $15,000 8% unsecured convertible note ~~with~~to a private investor, ~~and~~ in January 2014 we issued an additional $10,000 note under the same terms and in July 2015 a third note was issued under the same terms (together the ~~“Schaper Notes”~~"Schaper Notes"). The Schaper Notes are due in August and October 2014, and July 2015 and have a conversion price of 50% of the lowest three trading prices per share of the ~~Company’s~~Company's common stock for the ten (10) trading days immediately preceding the date of conversion.

The beneficial conversion feature (an embedded derivative) included in the Schaper Notes resulted in an initial debt discount of ~~$25,000~~$41,500 and an initial loss on the valuation of derivative liabilities of ~~$15,000~~$16,320 for a derivative liability balance of ~~$40,000~~$57,820 at issuance.

At September 30, ~~2014~~2015 the Company revalued the derivative liability balance of the remaining outstanding Schaper ~~Notes. Therefore, for the period from its issuance to September 30, 2014, the Company has decreased the previously recorded liabilities by $13,500~~Notes resulting in a derivative liability balance of ~~$26,500~~$46,352 at September 30, ~~2014.~~2015.

In February 2014 wethe Company issued a $25,000 12% unsecured convertible note with a private investor (the ~~“JSJ~~"JSJ Convertible ~~Note”~~Note"). This note iswas due on August 14, 2014 and is convertible into common stock at 50% of the lowest three closing bid prices for the twenty (20) days immediate preceding the date of conversion.

The beneficial conversion feature (an embedded derivative) included in the JSJ Convertible Note resulted in an initial debt discount of $25,000 and an initial loss on the valuation of derivative liabilities of ~~$8,333~~$1,500 for a derivative liability balance of ~~$33,333~~$26,500 at issuance.

During the ~~three months~~year ended ~~September 30,~~December 31, 2014, the note holders converted a total of ~~$16,500~~$18,377 in face value of the JSJ Notes to ~~330,000,000~~2,066,015 shares of our common stock, or ~~$0.00005~~$0.009 per share. As a result of these transactions the ~~Company recorded a decrease to the derivative liability of $17,600 and as of September 33, 2014, the~~ total face value of the ~~2013 Convertible~~JSJ Notes outstanding was ~~$8,500.~~$6,623.

AtDuring the nine months ended September 30, ~~2014~~2015, the ~~Company revalued the derivative liability balance~~note holders converted a total of $6,623 in principal and $2,102 in interest of the ~~remaining~~JSJ Notes to 108,708,299 shares of our common stock, or $0.0008 per share. As a result of these transactions the amounts payable on the JSJ Notes outstanding JSJ Convertible Note. Therefore, for the period from their issuance to September 30, 2014, the Company decreased the previously recorded liabilities by $23,356 resulting in a derivative liability balance of $9,977was $0 at September 30, ~~2014.~~2015.

In February 2014 we issued a $40,000 8% unsecured convertible note with a private ~~investor (the “LG Convertible Note”).~~investor. This note iswas due on February 15, 2015 and is convertible into common stock at 50% of the lowest closing bid price for the ten (10) days immediate preceding the date of conversion. In ~~Jun~~June 2014 we issued an additional $25,000 note to this same investor with the same terms and conditions (the "LG Convertible Notes").

We received net proceeds from the LG Convertible Note of ~~$38,000~~$61,500 after debt issuance costs of ~~$2,000.~~$3,500. These debt issuance costs will be amortized over the terms of the LG Convertible Notes or such shorter period as the Notes may be outstanding. As of ~~September 30,~~December 31, 2014, ~~$729~~$2,567 of these costs had been expensed as debt issuance costs.

The beneficial conversion feature (an embedded derivative) included in the LG Convertible ~~Note~~Notes resulted in an initial debt discount of ~~$40,000~~$65,000 and an initial loss on the valuation of derivative liabilities of ~~$5,000~~$5,200 for a derivative liability balance of ~~$45,000~~$70,200 at issuance.

During the ~~three months~~year ended ~~September 30,~~December 31, 2014, the note holders converted a total of $10,600 in face value and $452 in accrued interest of the LG Funding Notes to ~~22,1035,317~~884,141 shares of our common stock, or ~~$0.00005~~$0.0125 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of ~~$14,133~~$11,448 and as of ~~September 33,~~December 31, 2014, the total face value of the ~~2013 Convertible~~LG Funding Notes outstanding was $54,400.

During the nine months ended September 30, 2015, the note holders converted a total of $33,135 in face value and $2,666 in accrued interest of the LG Funding Notes to 327,367,979 shares of our common stock, or $0.0001 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability and as of September 30, 2015, the total face value of the LG Funding Notes outstanding was $21,265.

At September 30, ~~2014~~2015 the Company revalued the derivative liability balance of the remaining outstanding LG Convertible ~~Notes. Therefore, for the period from their issuance to September 30, 2014, the Company has decreased the previously recorded liabilities by $35,852~~Notes resulting in a derivative liability balance of ~~$59,148~~$23,749 at September 30, ~~2014.~~2015.

In February 2014 wethe Company issued a $27,500 5% unsecured convertible note with a private investor (the ~~“Iconic~~"Iconic Convertible ~~Note”~~Note"). This note is due on February 26, 2015 and is convertible into common stock at 50% of the lowest trading price for the twenty-five (25) days immediate preceding the date of conversion.

WeThe Company received net proceeds from the Iconic Convertible Note of $25,000 after debt issuance costs of $2,500. These debt issuance costs will be amortized over the terms of the Iconic Convertible Notes or such shorter period as the Notes may be outstanding. As of ~~September 30,~~December 31, 2014, ~~$1,458~~$2,135 of these costs had been expensed as debt issuance costs.

The beneficial conversion feature (an embedded derivative) included in the Iconic Convertible Note resulted in an initial debt discount of $27,500 and an initial loss on the valuation of derivative liabilities of ~~$27,500~~$1,375 for ~~a derivative liability balance of $55,000 at issuance.~~

At September 30, 2014 the Company revalued the derivative liability balance of the remaining outstanding Iconic Convertible Note. Therefore, for the period from their issuance to September 30, 2014, the Company decreased the previously recorded liabilities by $26,125 resulting in a derivative liability balance of $28,875 at issuance.

In November 2014 the lender declared an event of default on the note for failure to maintain sufficient shares of the Company's common stock in reserve for issuance under the note. As a result, the Company incurred $9,664 in default fees that are added to the principal balance of the note. In addition, the interest rate for the remaining balance of the note increased to 20%.

During the three months ended December 31, 2014, the note holder converted a total of $1,350 in face value of the Iconic Notes to 1,928,571 shares of our common stock, or $0.0007 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $1,418 and as of December 31, 2014, the total face value of the Iconic Notes outstanding was $35,814.

During the nine months September 30, ~~2014.~~2015, the note holder converted a total of $35,814 in face value and $1,503 in accrued interest of the Iconic Notes to 130,147,427 shares of our common stock, or $0.0003 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $55,000 and as of September 30, 2015, the total face value of the Iconic Notes outstanding was $0.

On June 30, 2013 wethe Company issued a $25,000 8% unsecured convertible note with a private investor (the ~~“ADAR~~"ADAR Convertible ~~Note”~~Note"). This note is due on February 20, 2015 and is convertible into common stock at 50% of the lowest closing bid price for the ten (10) days immediate preceding the date of conversion.

WeThe Company received net proceeds from the ADAR Convertible Note of $23,500 after debt issuance costs of $1,500. These debt issuance costs will be amortized over the terms of the ADAR Convertible Notes or such shorter period as the Notes may be outstanding. As of ~~September 30,~~December 31, 2014, ~~$750~~$1,238 of these costs had been expensed as debt issuance costs.

The beneficial conversion feature (an embedded derivative) included in the ADAR Convertible Note resulted in an initial debt discount of $25,000 and an initial loss on the valuation of derivative liabilities of ~~$55,000~~$2,000 for a derivative liability balance of ~~$80,000~~$27,000 at issuance.

During the year ended December 31, 2014, the note holder converted a total of $7,500 in face value of the Adar Convertible Notes to 600,000 shares of our common stock, or $0.0125 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $8,100 and as of December 31, 2014, the total face value of the Adar Notes outstanding was $17,500.

At September 30, ~~2014~~2015 the Company revalued the derivative liability balance of the remaining outstanding ADAR Convertible ~~Note. Therefore, for the period from their issuance to September 30, 2014, the Company decreased the previously recorded liabilities by $54,000~~Note resulting in a derivative liability balance of ~~$26,000~~$19,914 at September 30, ~~2014.~~2015.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~UNAUDITED~~ FINANCIAL STATEMENTS

~~Debentures~~In November 2014 the Company issued a $16,000 unsecured convertible note with a private investor (the "Beaufort Note"). This note is due in May 2015 and is convertible into common stock at 50% of the lowest closing bid price for the ten (10) days immediate preceding the date of conversion. In addition, this investor also purchased $15,100 in promissory notes from the Gulfstream Trust for a total amount of notes outstanding of $31,100, which is convertible into common stock at 60% of the lowest closing bid price for the ten (10) days immediate preceding the date of conversion.. The Beaufort Note accrues 5% interest only if it remains unpaid at maturity and only for the amount then owing at maturity through the payment date.

The Company received net proceeds from the Beaufort Note of $12,500 after debt issuance costs of $3,500. These debt issuance costs will be amortized over the terms of the Beaufort Note or such shorter period as the Note may be outstanding. As of December 31, 2014, $583 of these costs had been expensed as debt issuance costs.

The beneficial conversion feature (an embedded derivative) included in the Beaufort Notes resulted in an initial debt discount of $31,100 and an initial loss on the valuation of derivative liabilities of $1,244 for a derivative liability balance of $32,344 at issuance.

During the year ended December 31, 2014, the note holders converted a total of $1,739 in face value of the LG Funding Notes to 2,728,000 shares of our common stock, or $0.0006 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $1,656 and as of December 31, 2014, the total face value of the Beaufort Notes outstanding was $29,361.

During the nine months ended September 30, 2015, the note holders converted a total of $13,361 in face value of the Beaufort Notes to 62,295,857 shares of our common stock, or $0.0002 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability and as of September 30, 2015, the total face value of the Beaufort Notes outstanding was $16,000.

At September 30, 2015 the Company revalued the derivative liability balance of the remaining outstanding Beaufort Notes resulting in a derivative liability balance of $16,640 at September 30, 2015.

During the quarter ended June 30, 2015, Pure Energy 714 purchased a note totaling $21,000 in principal and $3,360 in accrued interest from one of our third party note holders and issued a new note in the amount of $24,360; during the quarter ended September 30, 2015 Pure Energy 714 purchased an additional note totaling $11,900 in principal and $1,139 in interest and issued a new note in the amount of $13,039 (together the "Pure Energy 2015 Notes"). The Pure Energy 2015 Note may be converted at any time at a discount to market of 60% and 55%, respectively, of the lowest closing price per share of the Company's common stock for the thirty (30) and twenty (20) trading days, respectively, immediately preceding the date of conversion as adjusted for splits and other events. These notes have an interest rate of 8% per annum and are due in July 2015 and August 2015.

The beneficial conversion feature (an embedded derivative) included in the Pure Energy 2015 Notes resulted in an initial debt discount of $24,360 and an initial loss on the valuation of derivative liabilities of $14,655 for a derivative liability balance of $39,025 at issuance.

During the nine months ended September 30, 2015, the note holders converted a total of $23,160 in face value of the Pure Energy 2015 Notes to 388,657,736 shares of our common stock, or $0.00006 per share. As a result of these transactions, the Company decreased the derivative liability and as of September 30, 2015, the total face value of the Pure Energy 2015 Notes outstanding was $14,239.

At September 30, 2015 the Company revalued the derivative liability balance of the remaining outstanding Pure Energy 2015 Notes resulting in a derivative liability balance of $15,374 at September 30, 2015.

During the quarter ended March 31, 2015, an institutional investor purchased notes totaling $15,000 in principal from one of our third party note holders and issued a new note in the amount of $15,000. In addition, this investor loaned the Company an additional $5,000 through a convertible note. These two notes together comprise a principal balance of $20,000 (together the "Black Forest Capital 2015 Notes"). The Pure Energy 2015 Notes may be converted at any time at a discount to market of 50% of the lowest closing price per share of the Company's common stock for the twenty (20) trading days immediately preceding the date of conversion as adjusted for splits and other events. This notes have an interest rate of 10% per annum and are due in March 2016.

The beneficial conversion feature (an embedded derivative) included in the Black Forest Capital 2015 Notes resulted in an initial debt discount of $20,000 and an initial loss on the valuation of derivative liabilities of $1,100 for a derivative liability balance of $21,100 at issuance.

The Company received net proceeds from the Black Forest Capital 2015 Notes of $19,000 after debt issuance costs of $1,000. These debt issuance costs will be amortized over the terms of the Black Forest Capital 2015 Notes or such shorter period as the Notes may be outstanding. As of September 30, 2015, $583 of these costs had been expensed as debt issuance costs.

During the nine months ended September 30, 2015, the note holders converted a total of $6,894 in face value of the Black Forest Capital 2015 Notes to 137,880,000 shares of our common stock, or $0.00005 per share. As a result of these transactions, the Company decreased the derivative liability and as of September 30, 2015, the total face value of the Black Forest Capital 2015 Note outstanding was $13,106.

At September 30, 2015 the Company revalued the derivative liability balance of the remaining outstanding Black Forest Capital Notes resulting in a derivative liability balance of $14,174 at September 30, 2015.

During the quarter ended March 30, 2015 we issued a total of $64,500 in two 12% convertible notes with a private investor and in the quarter ended September 30, 2015 an additional $33,000 in a third 12% convertible note (together the "CareBourn 2015 Notes"). The CareBourn 2015 Notes are due in December 2015 and May 2016 and have a conversion price of 50% of the lowest trading price per share of the Company's common stock for the ten (10) trading days immediately preceding the date of conversion.

The beneficial conversion feature (an embedded derivative) included in the CareBourn 2015 Notes resulted in an initial debt discount of $97,500 and an initial loss on the valuation of derivative liabilities of $7,324 for a derivative liability balance of $104,824 at issuance.

The Company received net proceeds from the CareBourn 2015 Notes of $88,500 after debt issuance costs of $9,000. These debt issuance costs will be amortized over the terms of the CareBourn 2015 Notes or such shorter period as the Notes may be outstanding. As of September 30, 2015, $3,500 of these costs had been expensed as debt issuance costs.

At September 30, 2015 the Company revalued the derivative liability balance of the remaining outstanding CareBourn 2015 Notes resulting in a derivative liability balance of $106,274 at September 30, 2015.

During the quarter ended March 31, 2015 we issued a $31,500 8% unsecured convertible note with a private investor (the "LG 2015 Note"). The LG 2015 Note are due in February 2016 and have a conversion price of 50% of the lowest trading price per share of the Company's common stock for the twenty (20) trading days immediately preceding the date of conversion.

The beneficial conversion feature (an embedded derivative) included in the LG 2015 Note resulted in an initial debt discount of $31,500 and an initial loss on the valuation of derivative liabilities of $3,780 for a derivative liability balance of $35,280 at issuance.

The Company received net proceeds from the LG 2015 Note of $30,000 after debt issuance costs of $1,500. These debt issuance costs will be amortized over the terms of the LG 2015 Note or such shorter period as the Notes may be outstanding. As of September 30, 2015, $1,000 of these costs had been expensed as debt issuance costs.

At September 30, 2015 the Company revalued the derivative liability balance of the remaining outstanding LG 2015 Note resulting in a derivative liability balance of $35,280 at September 30, 2015.

Convertible notes payable, net of discounts; and interest payable consisted of the following at September 30, ~~2014:~~2015:

	September 30, 2015

Convertible debentures; non-affiliates; interest at 6% and due December 2013; outstanding principal of $10,000 face value; net of discount of $0	$	10,000
January 2012 Convertible Notes (More Capital); non-affiliate; interest at 8% due January 2013; outstanding principal of $43,604 face value		43,604
2014 Asher Convertible Notes; non-affiliate, interest at 8%; due May 2012; $1,500 face value net of discount of $0		1,500
2014 CareBourn Notes; non-affiliate; interest at 8%-12; due August 14 through July 2015; $189,753 face value net of discount of $0		189,753
Bohn Convertible Note; non-affiliate; interest at 8%; $20,000 face value net of discount of $0		20,000
Wexford Convertible Note; non-affiliate; interest at 8%; $75,000 face value net of discount of $0		75,000
WHC Convertible Notes; non-affiliate; interest at 8%; $68,122 face value net of discount of $0		68,122
Schaper Notes; non-affiliate; interest at 8%; due August 2014 and July 2016; face value $41,500 net of discount of $46,056		29,125
LG Funding Notes; non-affiliate; interest at 8%; due February 2015; face value $21,265 net of discount of $0		21,265
ADAR Notes; non-affiliate; interest at 8%; due February 2015; face value $17,500 net of discount of $0		17,500
CareBourn 2015 Notes; non-affiliate; interest at 12%; due December 2015; $97,500 face value net of discount of $40,056		51,444
Black Forest Capital 2015 Notes; non-affiliate; interest at 10%; due March 2016; $13,106 face value net of discount of $3,841		9,265
LG Capital 2015 Notes; non-affiliate; interest at 8%; due February 2016; $31,500 face value net of discount of $10,500		21,000
Pure Energy 2015 Notes; non-affiliate; interest at 8%; due July 2015 and August; $14,239 face value net of discount of $0		14,239
Beaufort Notes; non-affiliate; interest at 8%; due May 2015; face value $16,000 net of discount of $0		16,000
Total convertible notes, net of discount		587,817

Discount on convertible notes		72,772

Total convertible notes payable		660,589

Interest payable, convertible notes		162,888

Total convertible notes payable and accrued interest payable	$	823,477

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~UNAUDITED~~ FINANCIAL STATEMENTS

At September 30, 2014 there was $69,853 in loans due the Company from FastFunds Financial Corporation (“FFFC”), an affiliate in which the Company is a minority stockholder, to assist FFFC in payment of its ongoing payment obligations and protect the Company's investment. During the nine months ended September 30, 2014, FFFC was able to repay $82,500 in principal on these loans. Management of the Company evaluated the likelihood of payment on these notes and has determined that an allowance of the entire balance due is appropriate. The Company has allowed for all interest due on these notes and did not record any interest receivable during the nine month period ended September 30, 2014. As of September 30, 2013, FFFC owed the Company $185,403 and paid $62,200 against these notes. Given the uncertainty of payments on these notes, if payments are received they are considered recovery of allowed for debt in the case of principal and recorded in "other income (expense)" in our statements of operations while interest income is offset against interest expense.

As of September 30, 2014, the Company had $8,000 due from an affiliated publicly traded company. This note carries interest at 8% per annum and is due on demand. The entire principal balance of $8,000 plus $1,222 in accrued interest remained receivable and has been allowed for given management’s assessment that recovery of these amounts is unlikely.

~~Other expense for the three and nine month periods ended September 30, 2014 and 2013 consisted of the following:~~

Following the formation of API in May 2008, HPI hired certain former employees of Hydrogen Power, Inc. and maintained an office in Seattle, Washington for a period of approximately five months. During that time, API paid wages to these employees without the benefit of a payroll management service. Upon API's move from Seattle to Philadelphia, Pennsylvania in October 2008, the Company retained the services of a payroll management service to handle its payroll functions. During the period from May to October 2008, the Company recorded $52,576 in payroll liabilities due from wages paid to its employees and has been recording estimated penalties and interest quarterly on the balance for an estimated balance due at December 31, ~~2013~~2014 of ~~$134,083.~~$150,059. During the nine months ended September 30, ~~2014~~2015 an additional expense of ~~$12,762~~$12,397 was recorded for a total accrued balance of ~~$146,002~~$162,446 as of that date. This amount is included on the balance sheets at September 30, ~~2014~~2015 as ~~“payroll liabilities”~~"payroll liabilities".

Effective on July 1, 2009, API entered into a lease for office and laboratory space in the University City Science Center in Philadelphia, Pennsylvania. Totaling approximately 2,511 square feet, the term of the agreement was for five years and six months expiring on December 31, 2014. In addition, the Company was obligated to pay certain common area maintenance fees of $1,886 per month during 2011.

In ~~November 2011, the Company determined it could no longer sustain the significant payments under the lease and vacated the premises. On November 30, 2011, API was notified that a Judgment by Confession~~previous years we had been ~~entered against it in the Court~~accruing a salary of Common Pleas Philadelphia County in Philadelphia, Pennsylvania by Wexford-UCSC II, L.P., its former landlord. The Judgment by Confession assesses total damages of $428,232, which is comprised of the following: $73,995 for unpaid monthly rent, maintenance fees, interest and late charges$200,000 per year for the ~~period through November~~president and chief executive officer of our subsidiaries API and Novofuel, David Cade. The board and Mr. Cade agreed this amount would be reduced to $100,000 for 2015, which was accrued as of June 30, ~~2011; attorney's fees of $5,000; rent~~2015; and ~~maintenance charges of $10,020 for December 2011; and the value of~~reviewed in future ~~rent payments~~periods. This expense therefore totaled $100,000 for the nine month period ~~from January 1, 2012~~ended September 30, 2015. There was $800,000 and $700,000 payable to Mr. Cade as of September 30, 2015 and December 31, 2014, of $339,217. The complaint alleged a breach of contract and event of default for API related to this lease. As of March 31, 2013, the Company had recorded $67,429 in rent expense that was included in "accounts payable, other" as of that date. The additional judgment amount totaling $360,803 was expensed as "litigation contingency" on our statements of operations and was recorded under the same name as a liability on balance sheets at March 31, 2013.

We reached a Settlement Agreement with Wexford-UCSC II, L.P. in May 2013. Pursuant to the terms of the Settlement Agreement, the Company paid a cash payment of $2,000 and issued a Convertible Promissory Note in the amount of $75,000, as described more fully as "Wexford Convertible Note" in Note 3 - Notes Payable above. Also pursuant to the terms of the Settlement Agreement, AlumiFuel Power, Inc., AlumiFuel Power Corporation and all affiliated entities and persons have been fully released. As a result of this settlement, we recorded a gain of $351,232 listed as litigation contingency under "other income (expense" on our statements of operations for the difference between the total assessed damages of $428,232 and the settlement amount valued at $77,000.respectively.

The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, ~~“Accounting~~"Accounting for Income ~~Taxes”~~Taxes". The Company has incurred significant net operating losses since inception resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes.

During the nine month period ended September 30, ~~2014,~~2015, we issued a total of ~~2,811,651,426~~2,201,018,202 shares of our common stock on the conversion of ~~$479,656~~$214,816 in principal and interest on our various convertible promissory notes. In addition to the converted principal and interest on the notes, the Company ~~recorded $736,286 in~~re-classified $219,520 of derivative liabilities to additional ~~expense for~~paid-in capital upon conversion of the ~~derivative liability for a total cost to the Company of $1,212,942 or $0.00043 per share.~~related convertible debt.

During the nine month period ended September 30, ~~2014,~~2015, we issued ~~247,145,713~~4,000,000 shares of our common stock ~~to noteholders upon~~for services valued at $16,000 based on the conversion of $26,332 in promissory notes and accrued interest. In addition to the face value of the notes, the Company recorded $229,806 in additional expense for the difference between the conversion price and the$0.004 market price for our common stock on the ~~issuance dates for a total cost to the Company~~date of ~~$256,138 or $0.0009 per share.~~grant.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED ~~UNAUDITED~~ FINANCIAL STATEMENTS

~~A summary~~In August 2011, the Company authorized the issuance of up to 750,000 shares of $0.001 par value Series B Preferred Stock (the "Series B Preferred"). The Series B Preferred has a stated value of $1.00 and pays a dividend of 8% payable quarterly in our common stock. In the event of a liquidation of the ~~activity~~Company, the holders of Series B Preferred then outstanding will be entitled to receive a liquidation preference, before any distribution is made to the holders of our common stock, in an aggregate amount equal to the par value of their shares of Series B Preferred. Each share of Series B Preferred is convertible into that number of shares of common stock on terms that are equal to (i) 100% of the ~~Company’s~~Stated Value divided by (ii) 52% of the average of the three lowest day closing bid prices of the Company's common stock for the 10 trading days immediately preceding the conversion. There is a Mandatory Conversion Date of July 12, 2016. At any time after the date of issuance of the Series B Preferred until the Mandatory Conversion Date, we may redeem, in cash, the Series B Preferred in accordance with the following: (a) if prior to or on the first anniversary of the date of issue at 105% of the Stated Value thereof and (b) if after the first anniversary of the date of issue and prior to the Mandatory Conversion Date at 110% of the Stated Value thereof (the "Redemption Price").

There were 404,055 shares of our Series B Preferred Stock outstanding ~~warrants~~ at September 30, 2015 and December 31, ~~2013~~2014. There were $134,572 and $110,395 in dividends payable on our Series B Preferred stock at September 30, 2015 and December 31, 2014, ~~is as follows:~~respectively, including $24,177 in dividends accrued in the nine month period ended September 30, 2015.

The Company previously recorded the value of the preferred stock in equity and has determined that liability classification is required because the Series B Preferred Stock is convertible into a variable number of shares based on a fixed dollar amount. Accordingly, $56,501 in accretion was recorded as interest expense for the nine month period ended September 30, 2015.

A summary of the activity of the Company's outstanding warrants at December 31, 2014 and September 30, 2015 is as follows:	Warrants			Weighted-average exercise price		Weighted-average grant date fair value

Outstanding and exercisable at December 31, 2014		4,520		$	107	$	17.50

Expired		(600	)				80.00

Outstanding and exercisable at September 30, 2015		3,920		$	105	$	7.58

The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of September 30, ~~2014:~~2015:

Exercise price range	Number of warrants outstanding		Weighted-average exercise price		Weighted-average remaining life

$2.50		160	$	2.50	0.7 years

$75.00 - $200.00		3,600		92.00	1.6 years

$500.00		160		500.00	1.2 years

		3,920	$	105.00	1.3 years

Subsequent to September 30, 2014 and up to the filing of this report, the Company issued 150,000,000 shares of common stock upon the conversion of $7,500 in principal on a convertible promissory note issued by the Company.

On November 19, 2014 the Company effected a 1 for 250 reverse split of its common stock following which a total of 3,806,173,270 shares of issued and outstanding pre-split common stock became 15,224,802 shares of post-split common stock.

Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements.

Item 2. ~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the ~~Company’s~~Company's consolidated financial statements and notes thereto for the years ended December 31, ~~2013~~2014 and ~~2012.~~2013.

The independent ~~auditors’~~auditors' reports on our financial statements for the years ended December 31, ~~2013~~2014 and ~~2012~~2013 include a ~~“going concern”~~"going concern" explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. ~~Management’s~~Management's plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 1 to the audited consolidated financial statements for the year ended December 31, ~~2013.~~2014.

While we have prepared our financial statements on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time, ~~our auditors have raised a~~there is substantial doubt about our ability to continue as a going ~~concern in their audit reports for the years ended December 31, 2013 and 2012.~~concern.

The Company is a an early production stage alternative energy company that generates hydrogen gas and steam for multiple niche applications requiring on-site, on-demand fuel sources. Our hydrogen drives fuel cells for back-up, remote, and portable power, fills inflatable devices such as weather balloons, and can replace costly, hard-to-handle and high pressure K-Cylinders. Our steam/hydrogen output is also being designed to drive turbine-based underwater propulsion systems and auxiliary power systems. We have significant differentiators in performance, adaptability, safety and cost-effectiveness in its target market applications, with no external power required and no toxic chemicals or by-products.

We have completed the design and engineering modifications necessary and have begun limited production of our Portable Balloon Inflation Systems. In September 2012, the Company received a purchase order from the U.S. Air Force to make certain modifications to a PBIS-2000 previously delivered in 2012. The unit was returned to the Air Force in the first quarter of 2013 and we booked $13,440 in revenue received for this work. We have not sold any units since 2012.

During 2013, we transferred all of the assets related to our hydrogen generation business to a new wholly owned subsidiary, Novofuel, Inc. ("Novofuel") in exchange for 12,000,000 shares of Novofuel common stock. Novofuel was formed as a separate entity in anticipation of executing a transaction with Genport, SrL of Italy. In November 2013, the Company signed an agreement with Genport, SrL of Italy to combine and integrate their technologies, assets and operations into NovoFuel, contingent upon closing of private financing of up to $4,500,000 for the venture. While the NovoFuel and Genport continue to work together, to date no private financing has been received and no combination or integration of NovoFuel and Genport has taken place.

On closing of a capital investment, if it occurs, NovoFuel common shares are to be allocated to Genport shareholders in exchange for 100% of Genport shares. Although Genport would then be a wholly-owned subsidiary of NovoFuel, Genport, SrL would retain its status as an Italian company under Italian law. Following the closing of the transaction, if it occurs, NovoFuel will have operations in the United States and Italy.

The focus of the combined Novofuel would be to pursue and capture backup and portable power applications and business opportunities in the United States and Europe. The new entity would pursue the engineering development of an integrated 5kW backup power system for telecom facilities. Meantime, the Company is currently pursuing potential backup and/or primary power applications for its hydrogen generation technology related to cannabis growing operations. To date, we have had no revenue from any of the Novofuel operations.

NovoFuel's principal technology continues to be hydrogen generation on-site and on demand for such applications as feeding fuel cells to provide electricity, filling weather balloons for upper atmosphere readings, and providing power for unmanned undersea vehicle propulsion and surveillance operations. Government users typically are the early adopters of new technologies, and that is the case with NovoFuel's technology. However, with recent federal budget cuts, the procurement process and new technology R&D funding relating to NovoFuel's systems have come to a ~~virtual~~ standstill. This has caused the company to focus on backup power applications for selected commercial applications, where there is a real demand and funding available for renewable energy solutions. Two notable examples are 5kW backup power hydrogen fuel cells for telecom rooftop cell towers, and a hybrid array of renewable energy components for medical cannabis cultivation -- now the fastest growing market in North America, surpassing mobile phones.

Renewable Energy ~~Applications.~~Applications. The Company believes most promising initiative currently being pursued by NovoFuel involves the integration of hybrid Renewable Energy Systems (RES) to support medical cannabis cultivation. NovoFuel's RES Power Station application is intended to include wind turbines, solar panels, large format lithium-ion batteries, hydrogen fuel cells when necessary, and a real-time energy management and control module. The initial thrust into this market focuses on establishing a pilot site in Michigan for proof of concept, which is presently being developed.

At the present time, cannabis growing for medicinal purposes is legalized in 23 U.S. states, and there is pending legislation to follow suit in approximately 10 other states. Cannabis growing is legalized throughout Canada. This has become a major growth industry, with billions of dollars expected to be expended over the next several years. This rapid growth and energy intensive profile have triggered a serious problem regarding the use of local grid power to assure successful cultivation – involving special lights, heat, air conditioning, dehumidifiers, driers and other ancillary equipment for indoor locations. Even a typical one room indoor facility can use up to 10kW of power daily, which can be a tremendous burden on the local power utilities. ~~The most scholarly treatment of this issue is a report written by Evan Mills, PhD, of the University of California and the DOE:~~ ~~“Energy up in Smoke: The Carbon Footprint of Indoor Cannabis Production.” (http://evan-mills.com/energy-associates/Indoor.html).~~

Renewable Energy Systems are the fastest growing power source globally (6% per year) -- expected to increase by 40% and comprise 25% of gross power generation by 2018. (See "Renewable Energy Medium-Term Market Report 2013 -- Market Trends and Projections to 2018", International Energy Agency, 2013; and "Solar Energy Use in U.S. Agriculture", USDA, April 2011).

~~In implementing its~~Although we have done the work necessary to locate a pilot site in Oceana County, Michigan to build an operating RES ~~initiatives, NovoFuel has entered into formalized partnership agreements with~~system, there is no assurance we will be able to raise the ~~following companies which each contribute specialized expertise towards the design, fielding and integration of renewable energy systems~~funds necessary to ~~complement and supplement grid power, aimed at enhancing the production and optimizing the efficiency of medical cannabis cultivation:~~

~~Under NovoFuel's direction and oversight, all required steps for completing the~~complete installation of the ~~Michigan-based RES pilot site are underway. NovoFuel is also currently engaged in~~necessary components or if we do, that the system will function as intended such that a ~~dialogue with other local Michigan entities which would enhance the scope and visibility of NovoFuel’s RES pilot site project. It should~~commercially viable product will be ~~noted that NovoFuel's RES Power Station is also ideally suited to serve hydroponic crop cultivation -- which is the larger family of agricultural applications that includes cannabis growing.~~produced.

The average cost of utility grid power in the U.S. is $0.13 kWh; however, cannabis cultivators rely on diesel/gasoline generators to provide fail-safe backup power at a cost of $0.81 kWh. The NovoFuel Power Station off-grid RES solution has a cost ranging from $0.18-0.30 kWh depending on the particular site. In addition, the environmentally friendly RES wind and solar components qualify for tax incentives which further reduce the cultivators' costs.

PATENT APPROVAL. NovoFuel ~~has been~~was notified by the U.S. Patent and Trademark office (USPTO) that the provisional patent on its hydrogen generation technology has been allowed, and ~~will be~~U.S. Patent No. 8,974,765 was issued ~~as a U.S. patent within several months following receipt of the necessary fees. At that time, the USPTO will assign a number to the new patent.~~

on March 10, 2015. The omnibus provisional patent application, "METHODS AND APPARATUS FOR CONTROLLED PRODUCTION OF HYDROGEN USING ALUMINUM-BASED WATER-SPLIT REACTIONS", was filed in 2009, and went through a comprehensive review by the USPTO. The approved patent embodies 48 specific claims which are applications-oriented, focusing on the practical aspects of controlling the aluminum powder-water reaction in NovoFuel's cartridge-based hydrogen generation system used in such applications as feeding fuel cells for backup power and filling weather balloons.

To address the going concern situation addressed in our financial statements at December 31, ~~2013~~2014 and ~~2012,~~2013, we anticipate we will require over the next twelve months approximately ~~$1,050,000~~$500,000 of additional capital to fund the ~~Company’s operations, not including any financing contemplated for the Novofuel/Genport transaction.~~Company's operations. This amount ~~also~~ does not include any amounts that may be necessary to pay off existing debt or accrued expenses. We presently believe the source of funds will primarily consist of several components that include: debt financing, which may include further loans from our officers or directors as detailed more fully in the accompanying unaudited condensed consolidated financial statements; the sale of our equity securities in private placements or other equity offerings or ~~instruments; as well as the potential for very minimal cash flows from operations through the production of PBIS reactors and the resultant sales of AlumiFuel cartridges.~~instruments. As in ~~2013,~~2014, during ~~2014~~2015 and for the foreseeable future we anticipate our primary source of capital resources will come from convertible debt instruments. These instruments ~~typically~~ contain a significant discount to the market value of our common stock of up to ~~55%~~60% causing the issuance of shares below market value prices causing substantial and continual dilution to our stockholders.

During the nine months ended September 30, 2014, we received a net of $341,983 from our financing activities, primarily from the issuance of notes payable from various sources totaling $388,800 including $315,000 in convertible notes. This was offset by payments on notes payable totaling $35,817 and note fees of $11,000. This compared to cash provided by financing activities of $382,674 in the nine months ended September 30, 2013 derived from proceeds from the issuance of notes payable totaling $424,200. This was offset by payments on notes payable of $54,637.

In the nine month period ended September 30, 2014, net cash used in operating activities was $350,923. This compared to net cash used in operating activities of $382,027 for nine month period ended September 30, 2013. The 2014 amount included a $1,362,460 net loss that included approximately $571,746 in non-cash charges and credits to operating assets and liabilities primarily from non-cash interest expense of $369,123 and amortization of discount on debentures payable of $465,250 related to our convertible notes. This compares to a net loss of $775,945 in the nine months ended September 30, 2013 that included a non-cash loss of approximately $330,849 primarily from non-cash interest expense related to convertible notes of $254,885 along with amortization of discount on debentures payable of $266,934 both related to our convertible debt.

We can make no assurance that we will be successful in raising the funds necessary for our working capital requirements as suitable financing may not be available and we may not have the ability to sell either equity or debt securities under acceptable terms or in amounts sufficient to fund our needs. Our inability to access various capital markets or acceptable financing could have a material adverse effect on our commercialization efforts, results of operations and deployment of our business strategies and severely threaten our ability to operate as a going concern.

During the remainder of our fiscal year and for the foreseeable future, we will be concentrating on raising the necessary working capital through debt instruments and equity financing to insure the operation of our business. To the extent that additional capital is raised through the sale of equity or equity related securities such as convertible notes, which is expected to be our primary source of capital, the issuance of such securities has resulted, and will continue to result, in significant ~~continued~~sustained dilution to our current shareholders.

Nine Month Period ended September 30, ~~2014~~2015 vs September 30, ~~2013~~2014

For both of the nine month periods ended September 30, ~~2014~~2015 and ~~2013,~~2014, our total revenue was ~~$0 and $13,440, respectively. The revenue in the September 30, 2013 period was received from the US Air Force for modifications to the PBIS-2000 unit delivered to them in 2012.~~$0. The loss from operations for the nine month period ended September 30, ~~2014~~2015 was ~~$520,072~~$427,338 versus ~~$594,493~~$520,072 in the nine month period ended September 30, ~~2013.~~2014. This decrease in ~~2014~~2015 was primarily the result of ~~losses associated with the PBIS-2000 modifications~~a decrease in ~~the 2013 period~~"general and administrative" expense as ~~well as significantly lower professional services costs in the 2014 period as the Company relied less on outside consultants.~~described more fully below. The losses included $249,005 and $250,257 in 2015 and ~~$250,780 in~~ 2014, ~~and 2013,~~ respectively, comprised of related party expense that included officer and key employee ~~management fees~~compensation as well as rent paid to related parties.

A total of $178,333 and $269,619 for "general and ~~$331,662 for “Other”~~administrative" operating expenses in the nine month periods ended September 30, ~~2014~~2015 and ~~2013,~~2014, respectively, was comprised of the following:

The Company experienced lower general and administrative expenses as well as a significant decrease in professional services expenses in the 2014 period versus the 2013 period as the Company worked to lower its costs. All other expense categories remained relatively stable year-to-year. This is a trend the Company believes will continue through year-end.

	Nine months ended September 30, 2015			Nine months ended September 30, 2014
General and administrative	$	65,168		$	62,965
Salaries and employee benefits		120,840			173,231
Legal and accounting		19,755			39,587
Recovery of allowed for debt		(63,530	)		(82,500	)
Stock based compensation		16,000			-
Professional services		20,100			76,336
	$	178,333		$	269,619

~~The company recorded $842,388 in “other expense”~~General and administrative expense during the nine months ended September 30, ~~2014 as compared to $181,451~~2015 decreased approximately $91,286 from the same period in 2014. One significant factor in the ~~nine months ended September 30, 2013. This significant increase~~lower expense in 2015 versus 2014 is approximately $42,000 in lower salaries in the ~~direct result of recording $351,232 for~~2015 period with the ~~the settlement of rent payable~~cap on the ~~Company’s Philadelphia laboratory~~salary of the President of our operating subsidiary at $100,000 in ~~2013. In addition, adjustments to derivative liabilities related to~~2015 versus $200,000 in 2016. This took effect in the ~~Company's various convertible notes including a significant increase~~third quarter of 2015 and therefore will continue in ~~interest~~the fourth quarter of 2015 as well. Legal and accounting expense ~~and amortization~~was also significantly lower in 2015 versus 2014 resulting primarily from lower legal costs; as was professional services, which decreased by approximately $56,000 as the company scaled back payments for outside services in 2015. Stock based compensation increased by $16,000 for professional services paid with shares of ~~discounts related to conversions~~common stock in the 2015 period.

The company recorded $526,749 in "other expense" during the nine months ended September 30, ~~2014 resulted~~2015 as compared to $842,388 in an increase of over $300,000 in derivative liability related expense. The Company currently has approximately $613,000 in face value of convertible debt so it is anticipated similar losses related to derivative liabilities will continue"other expense" for the ~~foreseeable future.~~

For both the three month periods ended September 30, 2014 and 2013, our total revenue was $0. The loss from operations for the three month period ended September 30, 2014 was $125,450 versus $189,175 in the three month period ended September 30, 2013. This decrease in 2014 was primarily the result of a decrease in “other” expense as described more fully below. The losses included $82,750 and $83,711 in 2014 and 2013, respectively, comprised of related party expense that included officer and key employee management fees as well as rent paid to related parties.

~~A total of $42,672 and $105,380 for “Other” operating expenses in the three month periods ended September 30, 2014 and 2013, respectively, was comprised of the following:~~

~~The “other” operating expense during the three~~nine months ended September 30, 2013 included a significant decrease in general and administrative and professional services expenses. The Company recovered approximately $23,000 in increased bad debt expense from payments received on notes receivable from affiliate FastFunds Financial Corporation in 2014 which also contributed to the lower expense. While it is difficult to predict quarter-to-quarter, the Company is trying to lower general and administrative and professional services costs.

~~The company recorded $22,561 in “other expense” during the three months ended September 30, 2014 as compared to $147,680 in “other expense” for the three months ended September 30, 2013.~~2014. This significant decrease is the direct result of recording lower overall costs related to derivative liabilities related to the ~~Company’s~~Company's convertible ~~notes. In addition,~~notes primarily from significantly lower interest expense and fair value adjustment of the ~~Company issued~~derivative liabilities, as well as significantly fewer notes being issued in the ~~third quarter~~2015 period versus the 2014 period.

For both the three month periods ended September 30, 2015 and 2014, ~~resulting in lower derivative liability expense.~~our total revenue was $0. The ~~Company does not necessarily believe this will be a trend moving forward given its need to issue convertible debt to cover its operating costs while working to exploit its unique hydrogen technology~~loss from operations for the three month period ended September 30, 2015 was $98,445 versus $125,450 in the ~~form~~three month period ended September 30, 2014. This decrease in 2015 was primarily the result of ~~meaningful revenues.~~a decrease in "general and administrative" expense as described more fully below. The losses included $82,995 and $82,750 in 2015 and 2014, respectively, comprised of related party expense that included officer and key employee compensation as well as rent paid to related parties.

~~Item 3. Quantitative~~A total of $15,450 and ~~Qualitative Disclosures About Market Risk~~$42,672 for "general and administrative" operating expenses in the three month periods ended September 30, 2015 and 2014, respectively, was comprised of the following:

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and a decline in the stock market. We do not enter into derivatives or other financial instruments for trading or speculative purposes. We have limited exposure to market risks related to changes in interest rates. We do not currently invest in equity instruments of public or private companies for business or strategic purposes.

The principal risks of loss arising from adverse changes in market rates and prices to which we are exposed relate to interest rates on debt. We have only fixed rate debt. We had $1,048,867 of debt outstanding as of September 30, 2014 including convertible debentures and notes with a face value totaling $612,752, which has been borrowed at fixed rates ranging from 8% to 12%. All of this fixed rate debt is due on demand or is due during the current fiscal year.

	Three months ended September 30, 2015			Three months ended September 30, 2014
General and administrative	$	16,204		$	17,611
Salaries and employee benefits		6,946			59,463
Legal and accounting		3,000			5,573
Recovery of allowed for debt		(10,700	)		(44,000	)
Professional services		-			4,025
	$	15,450		$	42,672

The "general and administrative" operating expense during the three months ended September 30, 2015 decreased by approximately $27,222. This decrease was primarily the result of approximately $52,500 in lower salaries in the 2015 period with the cap on the salary of the President of our operating subsidiary at $100,000 in 2015 versus $200,000 in 2016. This took effect in the third quarter of 2015 and therefore will continue in the fourth quarter of 2015 as well. This was partially offset as the Company recovered $10,700 in bad debt expense from payments received on related party notes receivable from affiliate FastFunds Financial Corporation in 2015 versus $44,000 in 2014.

The company recorded $200,724 in "other expense" during the three months ended September 30, 2015 as compared to $22,561 in "other expense" for the three months ended September 30, 2014. This significant increase is the direct result of a significant decrease in the fair value of the Company's derivative liabilities related to convertible notes in the 2014 versus the 2015 period. This was partially offset by lower amortization of discount on the notes in 2015 with fewer note issuances in 2015 versus 2014.

A review and evaluation was performed by the Company's management, including the Company's Chief Executive Officer (the "CEO") who is also the Chief Financial Officer (the ~~“CFO”~~"CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that review and evaluation, the CEO concluded that as of September 30, ~~2014~~2015 disclosure controls and procedures, were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms.

~~Management’s~~Management's Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a ~~company’s~~company's principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. 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.

Our CEO/CFO has evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established in ~~“Internal~~"Internal Control-Integrated ~~Framework”~~Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to the extent possible given the limited personnel resources and technological infrastructure in place to perform the evaluation. Based upon our ~~management’s~~management's discussions with our auditors and other advisors, our CEO/CFO believe that, during the period covered by this report, such internal controls and procedures were not effective as described below.

Due to the small size and limited financial resources, our administrative assistant, corporate secretary and chief executive officer are the only individuals involved in the accounting and financial reporting. As a result, there is limited segregation of duties in the accounting function, leaving all aspects of financial reporting and physical control of cash primarily in the hands of two individuals. This limited segregation of duties represents a material weakness. We will continue to periodically review our disclosure controls and procedures and internal control over financial reporting and make modifications from time to time considered necessary or desirable.

This Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. ~~Management’s~~Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only ~~management’s~~management's report in this annual report.

There have been no changes in the ~~Company’s~~Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the ~~Company’s~~Company's internal controls over financial reporting.

During the three month period ended September 30, ~~2014,~~2015, we issued a total of ~~1,258,587,917~~373,881,262 shares of our common stock on the conversion of ~~$81,429~~$17,517 in principal and interest on our various convertible promissory ~~notes. In addition to the converted principal and interest on the~~ notes, ~~the Company recorded $110,372 in additional expense for the derivative liability for a total cost to the Company of $407,869~~ or ~~$0.00015~~$0.00005 per share.

We offered and sold the securities in reliance on an exemption from federal registration under Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder. We relied on this exemption and rule based on the fact that there were a limited number of investors, all of whom were accredited investors and (i) either alone or through a purchaser representative, had knowledge and experience in financial and business matters such that each was capable of evaluating the risks of the investment, and (ii) we had obtained subscription agreements from such investors indicating that they were purchasing for investment purposes only. The securities were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as permitted by Rule 135c under the Securities Act.

Exhibits:

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

101		XBRL Interactive Data Files

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALUMIFUEL POWER CORPORATION
	(Registrant)

Date: November ~~19, 2014~~16, 2015	By:	/s/ Henry Fong
		Henry Fong
		Principal Executive Officer and Principal Financial Officer

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarter ended: SEPTEMBER 30, 2015

¨	TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ____________ to ____________

Wyoming		88-0448626
(State or other jurisdiction of incorporation or organization)		(IRS Employer
~~incorporation or organization)~~		Identification No.)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

	September 30,			December 31,
	2014			2013
	(Unaudited)
Assets
Cash	$	932		$	9,872

Total current assets		932			9,872

Property and equipment, less accumulated depreciation of $7,479 (2014) and $7,283 (2013) (Note 1)		—			196
Deferred debt issuance costs (Note 4)		3,484			2,082

Total long-term assets		3,484			2,278
Total assets	$	4,416		$	12,150

Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts and notes payable:
Accounts payable, related party (Note 3)	$	403,828		$	425,346
Accounts payable, other		514,430			524,747
Derivative liability, convertible notes payable (Note 4)		525,562			704,032
Notes payable, related party (Note 3)		17,961			42,868
Notes payable, other (Note 4)		418,153			580,063
Convertible notes payable, net of discount of $133,824 (2014) and $137,253 (2013) (Note 4)		478,928			390,240
Payroll liabilities (Note 7)		146,002			134,083
Accrued expenses (Note 7)		653,846			500,000
Dividends payable (Note 9)		102,248			78,071
Accrued interest payable:
Interest payable, convertible notes (Note 4)		104,801			93,347
Interest payable, related party notes (Note 3)		8,025			9,180
Interest payable, notes payable other (Note 4)		91,862			65,547
Total current liabilities		3,465,646			3,547,524

Shareholders’ deficit: (Notes 1 & 9)
Preferred stock, $.001 par value; unlimited shares authorized, 404,055 (2014) and 404,055 (2013) shares issued and outstanding		404			404,055
Common stock, $.001 par value; unlimited (2014) and 750,000,000 (2013) shares authorized, 3,690,199,334 (2014) and 631,402,195 (2013) shares issued and outstanding		3,690,199			631,402
Additional paid-in capital		13,153,730			14,322,968
Accumulated deficit		(24,301,793	)		(22,939,333	)
Total shareholders' deficit of the Company		(7,457,460	)		(7,580,908	)
Non-controlling interest (Note 1)		3,996,230			4,045,534
Total shareholders' deficit		(3,461,230	)		(3,535,374	)
Total liabilities and shareholders' deficit	$	4,416		$	12,150

	Common stock				Preferred stock					Additional paid-in			Accumulated			Non-controlling			Total shareholders
	Shares		Par value		Shares		Par value			capital			deficit			interest			deficit

Balance at December 31, 2013		631,402,195	$	631,402		404,055	$	404,055		$	14,322,968		$	(22,939,333	)	$	4,045,534		$	(3,535,374	)

January through September 2014, issuance of common
stock to convertible noteholders (Notes 4 & 9)		2,811,651,426		2,811,651		-		-			(1,621,742	)		-			-			1,189,909

January through September 2014, issuance of common		247,145,713		247,146		-		-			23,726			-			-			270,872
stock on conversion of debt (Notes 4 & 9)

January through September 2014, dividends on Series B
Preferred Stock (Note 9)		-		-		-		-			(24,177	)		-			-			(24,177	)

Equity of AlumiFuel Power International, Inc. subsidiary,
net of non-controlling interest (Note 1)		-		-		-		-			49,304			-			(98,608	)		(49,304	)

Series B preferred stock adjustment of par value		-		-		-		(403,651	)		403,651			-			-			-

Net loss		-		-		-		-			-			(1,362,460	)		49,304			(1,313,156	)

Balance at September 30, 2014		3,690,199,334	$	3,690,199		404,055	$	404		$	13,153,730		$	(24,301,793	)	$	3,996,230		$	(3,461,230	)

			Page

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets at September 30, ~~2014~~2015 (Unaudited) and December 31, ~~2013~~2014			2
			3

	Condensed Consolidated Statement of Operations for the ~~Three~~three and ~~Nine Months~~nine months ended September 30, 2015 and 2014 ~~and 2013~~ (Unaudited)			3
			4

	Condensed Consolidated Statement of Changes in Shareholders' Deficit for the ~~Nine~~nine months ended September 30, ~~2014~~2015 (Unaudited)			4
			5

	Condensed Consolidated ~~Statement~~Statements of Cash Flows for the ~~Nine Months~~nine months ended September 30, 2015 and 2014 ~~and 2013~~ (Unaudited)			5
			6

	Notes to Condensed Consolidated Unaudited Financial Statements			76

Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations			23
		26

~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~			30

Item 4T.	Controls and Procedures			31
26
~~Part II – Other Information~~
Part II – Other Information

Item 1.	Legal Proceedings			27
		32

Item 2.	Unregistered Sales of Equity Securities			27
		32

Item 3.	Defaults upon Senior Securities			27
		32

Item 4.	Mine Safety Disclosures			27
		32

Item 5.	Other Information			28
		32

Item 6.	Exhibits			28
		32

Item 7.	Signatures			33	29

	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	September 30,			September 30,			September 30,			September 30,
	2014			2013			2014			2013
Revenue (Note 1)
Reactor sales	$	-		$	-		$	-		$	13,440
Consulting fees		-			-			-			-
Total revenue		-			-			-			13,440

Cost of goods sold (Note 1)		-						-			(21,421	)

Gross loss		-			-			-			(7,981	)

Operating costs and expenses:
Selling, general and administrative expenses
Related party (Note 3)		82,750			83,711			250,257			250,780
Stock-based compensation (Note 9)		-			-			-			3,239
Depreciation		28			84			196			831
Other (Note 6)		42,672			105,380			269,619			331,662
Total operating costs and expenses		(125,450	)		(189,175	)		(520,072	)		(586,512	)
Loss from operations		(125,450	)		(189,175	)		(520,072	)		(594,493	)
Other income (expense)
Litigation contingency		-			-			-			351,232
Interest expense, amortization of convertible note discounts (Note 4)		(147,634	)		(102,159	)		(550,705	)		(341,025	)
Interest expense (Notes 3 & 4)		(25,798	)		(34,036	)		(325,623	)		(85,382	)
Derivative liability (Note 4)		(7,136	)		(26,678	)		(369,123	)		(60,835	)
Fair value adjustment of derivative liabilities (Note 4)		158,007			15,193			403,063			(45,441	)
		(22,561	)		(147,680	)		(842,388	)		(181,451	)

Loss before income taxes		(148,011	)		(336,855	)		(1,362,460	)		(775,944	)
Income tax provision (Note 8)		-			-			-			-

Net loss	$	(148,011	)	$	(336,855	)	$	(1,362,460	)	$	(775,944	)

Net loss attributable to non-controlling interest (Note 1)		16,563			21,950			49,304			48,472

Net loss attributable to Company	$	(131,448	)	$	(314,905	)	$	(1,313,156	)	$	(727,472	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.02	)

Weighted average common shares outstanding (Notes 1 & 9)		1,964,544,725			131,161,731			3,088,724,884			47,407,115

Date of Issue	Amount		Due Date
5/31/13	$	27,500	February 24, 2014
7/31/13	$	22,500	April 22, 2014

Date of Issue		Amount			Due Date
1/28/14		$	22,500		October 22, 2014

Short-term liabilities:		September 30, 2014


Convertible debentures; non-affiliates; interest at 6% and due December 2013; outstanding principal of $10,000 face value; net of discount of $0		$	10,000

January 2012 Convertible Notes; non-affiliate; interest at 8%; due January 2013			48,300

2014 Asher Convertible Notes; non-affiliate, interest at 8%; due May 2012; $1,500 face value net of discount of $250			1,250

2014 CareBourn Notes; non-affiliate; interest at 8%; $227,500 face value net of discount of $20,555			206,945

Bohn Convertible Note; non-affiliate; interest at 8%; $20,000 face value net of discount of $0			20,000

Wexford Convertible Note; non-affiliate; interest at 8%; $75,000 face value net of discount of $0			75,000

WHC Convertible Notes; non-affiliate; interest at 8%; $90,052 face value net of discount of $59,137			30,915

Schaper Notes; non-affiliate; interest at 8%; due August 2014; face value $25,000 net of discount of $1,111			23,889

JSJ Notes; non-affiliate; interest at 12%; due August 2014; face value $8,500 net of discount of $0			8,500

LG Funding Notes; non-affiliate; interest at 8%; due February 2015; face value $54,400 net of discount of $29,958			24,442

Iconic Notes; non-affiliate; interest at 5%; due February 2015; face value $27,500 net of discount of $10,313			17,187

ADAR Notes; non-affiliate; interest at 8%; due February 2015; face value $25,000 net of discount of $12,500			12,500

	Total short-term convertible notes		478,928

Interest payable, short-term convertible notes			104,801

	Total principal and interest payable, short-term convertible notes		583,729

	Three months ended September 30, 2014			Three months ended September 30, 2013			Nine months ended September 30, 2014			Nine months ended September 30, 2013
General and administrative	$	17,611		$	30,852		$	62,965		$	88,949
Salaries and employee benefits		59,463			59,863			173,231			172,111
Legal and accounting		5,573			4,780			39,587			26,435
Bad debt expense		-			-			-			-
Recovery of allowed for debt		(44,000	)		(20,950	)		(82,500	)		(87,200	)
Professional services		4,025			30,835			76,336			331,662
	$	42,672		$	105,380		$	269,619		$	331,662

	Warrants		Weighted- average exercise price		Weighted- average grant date fair value
Outstanding and exercisable at December 31, 2013		1,130,000	$	0.43	$	0.07

Outstanding and exercisable at September 30, 2014		1,130,000	$	0.43	$	0.07

Exercise price range	Number of options outstanding		Weighted-average exercise price		Weighted- average remaining life

$0.01		40,000		0.01	1.7 years
$0.20 to $0.80		1,050,000		0.39	1.8 years
$2.00		40,000		2.00	2.2 years
		1,130,000	$	0.43	1.9 years

	Nine months ended September 30, 2014			Nine months ended September 30, 2013
General and administrative	$	62,965		$	88,949
Salaries and employee benefits		173,231			172,111
Legal and accounting		39,587			26,435
Bad debt expense		-			-
Recovery of allowed for debt		(82,500	)		(87,200	)
Professional services		76,336			131,367
	$	269,619		$	331,662

	Three months ended September 30, 2014			Three months ended September 30, 2013
General and administrative	$	17,611		$	30,852
Salaries and employee benefits		59,463			59,863
Legal and accounting		5,573			4,780
Bad debt expense		-			-
Recovery of allowed for debt		(44,000	)		(20,950	)
Professional services		4,025			30,835
	$	42,672		$	105,380


	·	Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and


	·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.