Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | AlumiFuel Power Corp | |
Entity Central Index Key | 1,108,046 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 222,848 | |
Entity Common Stock, Shares Outstanding | 2,228,481,617 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Cash | $ 650 | $ 972 |
Deferred debt issuance costs (Note 3) | 3,789 | 4,473 |
Total current assets | 4,439 | 5,445 |
Total assets | 4,439 | 5,445 |
Accounts and notes payable: | ||
Accounts payable, related party (Note 2) | 673,111 | 467,759 |
Accounts payable | 510,285 | 518,349 |
Derivative liability, convertible notes payable (Note 3) | 684,518 | 567,905 |
Notes payable, related parties (Note 2) | 32,745 | 21,461 |
Notes payable, other (Note 3) | 402,949 | 392,953 |
Convertible notes payable, net of discount of $29,562 (2015) and $114,211 (2014) (Note 3) | 637,580 | 548,301 |
Payroll liabilities (Note 6) | 166,611 | 150,059 |
Accrued expenses (Note 6) | 800,000 | 700,000 |
Dividends payable (Note 5) | 142,719 | 110,395 |
Accrued interest payable: | ||
Interest payable, convertible notes (Note 3) | 178,760 | 129,386 |
Interest payable, related party notes (Note 2) | 9,796 | 8,310 |
Interest payable, notes payable other (Note 3) | 105,868 | 89,724 |
Total current liabilities | 4,344,942 | 3,704,602 |
Series B preferred stock obligation, net (Note 5) | $ 736,986 | $ 661,648 |
Commitments and contingencies (Note 6) | ||
Shareholder's deficit: (Notes 1 & 5) | ||
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 | 14,479,063 | 16,233,745 |
Accumulated deficit | (25,695,880) | (24,593,508) |
Total shareholders' deficit of the Company | (8,988,336) | (8,336,300) |
Non-controlling interest (Note 1) | 3,910,847 | 3,975,495 |
Total shareholders' deficit | (5,077,489) | (4,360,805) |
Total liabilities and shareholders' deficit | $ 4,439 | $ 5,445 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Liabilities and Shareholders' Deficit | ||
Discount value of convertible notes payable | $ 29,562 | $ 114,211 |
Shareholders' deficit: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, issued | 2,228,481,617 | 23,463,415 |
Common stock, outstanding | 2,228,481,617 | 23,463,415 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements Of Operations | ||
Revenue | ||
Selling, general and administrative expenses | ||
Management fees related parties (Note 2) | $ 331,505 | $ 332,917 |
Depreciation | 196 | |
General and administrative | $ 195,533 | 345,989 |
Total operating costs and expenses | 527,038 | 679,102 |
Loss from operations | (527,038) | (679,102) |
Other expense: | ||
Interest expense, amortization of convertible note discount (Note 3) | (281,078) | (626,404) |
Interest expense (Notes 2 & 3) | (212,631) | (215,346) |
Fair value adjustment of derivative liabilities (Note 3) | (146,273) | (21,106) |
Total other expense | (639,982) | (862,856) |
Loss before income taxes | $ (1,167,020) | $ (1,541,958) |
Income tax provision (Note 7) | ||
Net loss | $ (1,167,020) | $ (1,541,958) |
Net loss attributable to non-controlling interest (Note 1) | 64,648 | 70,039 |
Net loss attributable to Company | $ (1,102,372) | $ (1,471,919) |
Basic and diluted loss per common share | $ 0 | $ (0.16) |
Weighted average common shares outstanding (Notes 1 & 5) | 1,199,504,644 | 9,107,871 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance, Shares at Dec. 31, 2013 | 2,525,609 | ||||
Beginning Balance, Amount at Dec. 31, 2013 | $ 2,526 | $ 14,951,844 | $ (23,121,589) | $ 4,045,534 | $ (4,121,685) |
January through December 2014, issuance of common stock upon conversion of convertible debt (Notes 3 & 5), Shares | 20,936,964 | ||||
January through December 2014, issuance of common stock upon conversion of convertible debt (Notes 3 & 5), Amount | $ 20,937 | 474,849 | 495,786 | ||
Reclassification of derivative liabilities upon conversion of convertible debt (Note 3) | $ 807,052 | $ 807,052 | |||
November 2014, Reverse stock split (1 for 250) shares issued for fractional shares (Note 5), Shares | 842 | ||||
November 2014, Reverse stock split (1 for 250) shares issued for fractional shares (Note 5), Amount | |||||
Net loss | $ (1,471,919) | $ (70,039) | $ (1,541,958) | ||
Ending Balance, Shares at Dec. 31, 2014 | 23,463,415 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $ 23,463 | $ 16,233,745 | $ (24,593,508) | $ 3,975,495 | (4,360,805) |
January through December 2014, issuance of common stock upon conversion of convertible debt (Notes 3 & 5), Shares | 2,201,018,202 | ||||
January through December 2014, issuance of common stock upon conversion of convertible debt (Notes 3 & 5), Amount | $ 2,201,018 | (1,986,202) | 214,816 | ||
Reclassification of derivative liabilities upon conversion of convertible debt (Note 3) | 219,520 | 219,520 | |||
January through September 2015, issuance of common stock for services (Note 5), Shares | 4,000,000 | ||||
January through September 2015, issuance of common stock for services (Note 5), Amount | $ 4,000 | 12,000 | 16,000 | ||
Net loss | $ (1,102,372) | $ (64,648) | (1,167,020) | ||
Ending Balance, Shares at Dec. 31, 2015 | 2,228,481,617 | ||||
Ending Balance, Amount at Dec. 31, 2015 | $ 2,228,481 | $ 14,479,063 | $ (25,695,880) | $ 3,910,847 | $ (5,077,489) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (1,167,020) | $ (1,541,958) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock based compensation (Note 5) | 16,000 | |
Amortization of debt issuance costs (Note 3) | 12,184 | $ 11,109 |
Accretion of Series B preferred stock (Note 6) | $ 75,338 | 75,338 |
Depreciation and amortization (Note 1) | 196 | |
Change in fair value of derivative liability (Note 3) | $ 146,273 | 21,106 |
Amortization of discount on debentures payable (Note 3) | 274,525 | 626,404 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 96,988 | 244,580 |
Related party payables (Note 2) | 205,352 | 77,413 |
Dividends payable (Note 6) | 32,324 | 32,324 |
Interest payable | 99,534 | 70,205 |
Net cash used in operating activities | (208,502) | (383,283) |
Cash flows from financing activities: | ||
Proceeds from convertible notes (Note 3) | 150,500 | 331,000 |
Proceeds from notes payable, other (Note 3) | 67,600 | 86,200 |
Proceeds from notes payable, related (Note 2) | 20,384 | 15,500 |
Payments on notes payable (Note 3) | (9,704) | (7,910) |
Payments on notes payable, related (Note 2) | (9,100) | (36,907) |
Payments to placement agents (Note 3) | (11,500) | (13,500) |
Net cash provided by financing activities | 208,180 | 374,383 |
Net change in cash and cash equivalents | (322) | (8,900) |
Cash and cash equivalents: | ||
Beginning of year | 972 | 9,872 |
End of period | $ 650 | $ 972 |
Cash paid during the period for: | ||
Income taxes | ||
Interest | $ 15,914 | $ 5,984 |
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 | $ 807,052 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 1 - Summary of Significant Accounting Policies | Organization and Basis of Presentation AlumiFuel Power Corporation (the "Company") was incorporated on January 19, 2000 under the laws of the state of Nevada as Organicsoils.com, Inc. Effective September 5, 2014, the Company changed its corporate domicile from Nevada to Wyoming. The Company operates primarily through its subsidiaries, NovoFuel, Inc. ("Novofuel"), AlumiFuel Power, Inc., a Colorado corporation ("API"), and AlumiFuel Power Technologies, Inc., a Colorado corporation ("APTI"). The Company is an early production stage renewable energy company whose processes generate hydrogen gas and heat through the chemical reaction of aluminum, water, and proprietary additives. This technology is ideally suited for multiple applications requiring on-site, on-demand fuel sources, serving National Security and commercial customers. The Company's hydrogen generation feeds fuel cells for backup and portable power, provides lift gas for weather balloons, and can replace costly, hard-to-handle and high pressure K-Cylinders. Its hydrogen/heat output is also suitable to power fuel cell-based and turbine-based undersea propulsion and auxiliary power systems. In addition, NovoFuel has embarked on an initiative to design and field hybrid renewable energy solutions for medical cannabis grow operations and potentially oilfield operations. During the year ended December 31, 2015, the Company also signed an agreement to pursue possible lithium battery applications under the NovoFuel name, however, this initiative will require significant additional capital which there is no assurance the Company can successfully raise. The Company has 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. The financial statements contained herein for the years ended December 31, 2015 and 2014 comprise the consolidated financial statement of the Company and its subsidiaries NovoFuel, API, APTI, AlumiFuel Power International, Inc. ("AFPI"), and HPI Partners, LLC ("HPI"). On November 19, 2014, the Company effected a 1 for 250 reverse split of its common stock following which a total of 3,840,199,334 shares of issued and outstanding pre-split common stock became 15,360,797 shares of post-split common stock. As a result of the reverse split, the number of shares outstanding and per share information for all prior periods presented have been retroactively restated to reflect the new capital structure. Formation of AlumiFuel Power International, Inc. In February 2010, the Company formed its subsidiary, AFPI. In connection with the formation of the AFPI, the Company and AFPI executed a License Agreement through which AFPI received certain international marketing rights and the rights to utilize certain intellectual property from the Company for exploitation in countries and territories outside of North America in exchange for 25,000,000 shares of the Company's $0.001 par value common stock. In addition, the Company purchased 15,000,000 shares of AFPI common stock at $0.01 per share. On July 31, 2011, the Company and AFPI executed a Patent Purchase Agreement through which the Company sold AFPI the international patent rights to certain of the Company's intellectual property. In exchange for the sale of these rights, the Company received 7,500,000 shares of AFPI common stock valued at $10,275,000, the market value of the stock on the Deutsche Börse Frankfurt Stock Exchange on the agreement date. The total number of AFPI shares outstanding at December 31, 2014 and 2015 was 68,111,864 shares and the Company owned 39,599,879 shares of AFPI common stock at both December 31, 2014 and 2015. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred operating losses since inception, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant restructuring to sustain its operations for the foreseeable future. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. Inherent in the Company's business are various risks and uncertainties, including its limited operating history. The Company's future success will be dependent upon its ability to market its products including its portable balloon inflation devices, from which it has not produced any revenue since 2013. In addition, this is dependent on the Company developing products based on its initiative to design and field hybrid renewable energy solutions for medical cannabis grow operations and potentially oilfield operations; and potential lithium battery applications, all of which will require a substantial capital investment that will require the Company to raise significant funds. The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to raise capital through equity offerings and debt borrowings to meet its obligations on a timely basis and ultimately to attain profitability through the successful commercialization of its products. Use of Estimates 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. Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents at December 31, 2015 and 2014 were $-0-. Income Taxes The Company accounts for income taxes under the provisions of ASC Topic 740, formerly known as SFAS No. 109, "Accounting for Income Taxes". ASC Topic 740 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance for net deferred taxes is provided unless the ability to realize the deferred amount is judged by management to be more likely than not. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date. More information on the Company's income taxes is available in Note 6. Income Taxes in these financial statements. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as "major" tax jurisdictions, as defined. We are not currently under examination by the Internal Revenue Service or any other jurisdiction. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company's financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. Stock-based Compensation 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 Stock Issued to Employees" (APB 25). The Company has elected the modified-prospective method, under which prior periods are not revised for comparative purposes. See Note 5. Capital Stock for further information on the Company's stock options plans and other warrant/option issuances. Debt Issue Costs 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. Non-Controlling Interests In February 2010, the Company formed its subsidiary, AFPI. The total number of AFPI shares outstanding at December 31, 2015 and 2014, respectively, was 68,114,864 of which the Company owned 39,599,879 shares or 58% as of both dates. At December 31, 2015 and 2014 there were 28,511,985 shares held by shareholders other than the Company representing 42% of the outstanding common shares of AFPI as of those dates. At December 31, 2015 a non-controlling interest in AFPI that totaled $3,910,847 is included in the Company's consolidated balance sheet. In addition, $64,648 of the net loss of AFPI of $154,437 for the year ended December 31, 2015 has been attributed to the non-controlling interest of those stockholders. Similarly, for the year ended December 31, 2014, the non-controlling interest totaled $3,975,495 with $70,039 of AFPI's total net loss of $167,314 attributed to the non-controlling interest of those stockholders. Fair Value of Financial Instruments 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 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 advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments. The fair values of receivables from related parties are not practicable to estimate, based upon the related party nature of the underlying transactions. 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. Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity ("observable inputs") and the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances ("unobservable inputs"). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets ("market approach"). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows: Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company has determined that its derivative liabilities comprised of convertible notes payable fall under Level 3. Credit risk adjustments are applied to reflect the Company's own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company's own credit risk as observed in the credit default swap market. Loss per Common Share Loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Stock options, warrants, and common stock underlying convertible promissory notes are not considered in the calculations for the periods ended December 31, 2015 and 2014, as the impact of the potential common shares, which totaled approximately 14,444,438,000 (December 31, 2015) and 909,480,260 (December 31, 2014), would be anti-dilutive. Therefore, diluted loss per share presented for the years ended December 31, 2015 and 2014 is equal to basic loss per share. Accounting for obligations and instruments potentially settled in the 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 Own Stock" . Derivative Instruments In connection with the issuances of equity instruments or debt, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities, rather than as equity. In addition, the equity instrument or debt may contain embedded derivative instruments, such as conversion options or listing requirements, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative instruments under the provisions of ASC Topic 815, "Derivatives and Hedging", formerly known as SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". Reclassification Certain amounts in the prior period have been reclassified to conform with current year presentation with no effect on net deficit or loss. Recent Accounting Pronouncements In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014- 08, Discontinued Operations (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). This amendment raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014 and for interim periods therein. During 2015, the Company did not take any restructuring actions that did not qualify as discontinued operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition (Topic 606): Revenue from Contracts with Customers ("ASU 2014-09"). This new standard provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers (unless the contracts are in the scope of other US GAAP requirements). The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets, such as property and equipment, including real estate. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of the guidance in ASU 2014-09 by one year. ASU 2014-09 is now effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Early application is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Topic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern that requires management to evaluate whether there are conditions or events that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that the entity's financial statements are issued, or within one year after the date the entity's financial statements are available to be issued, and to provide disclosures when certain criteria are met. This guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures. In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Topic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items that simplifies income statement presentation by eliminating extraordinary items from GAAP. This guidance is to be applied either prospectively or retrospectively and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted provided the guidance is applied from the beginning of the annual year of adoption. The Company has adopted the guidance and the adoption of this standard did not have an impact on the Company's consolidated financial position or results of operations. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis that meant to clarify the consolidation reporting guidance in GAAP. This guidance is to be applied using a retrospective method or a modified retrospective method, as outlined in the guidance, and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. The Company has adopted the guidance and the adoption of this standard did not have an impact on the Company's consolidated financial position or results of operations. In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires an entity to present debt issuance costs related to a debt liability as a direct deduction from the debt liability rather than as an asset. ASU 2015-03 is effective retrospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. As the Company does not currently have any debt obligations, the adoption of this standard will not impact the presentation of certain financial statement line items within the Company's balance sheets, results of operations, and related disclosures. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting Measurement-Period Adjustments, which eliminates the requirement for an entity to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is completed. ASU 2015-16 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. The adoption of this standard will not have an impact on the Company's financial position and results of operations. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The amendments in ASU 2015-17 require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in the update. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The adoption of this standard will not have an impact on the Company's financial position. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Although the Company currently has no lease obligations, it will adopt the new requirements if it enters into a lease obligation. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 2 - Related Party Transactions | Related Party Accounts Payable The Board of Directors has estimated the value of management services compensation 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 $120,000 for each of the years ended December 31, 2015 and 2014. In addition, beginning October 1, 2010 the Company's president and treasurer were accruing management compensation of $7,500 and $3,500, respectively, for their services as managers of AFPI. This amount totaled $132,000 for the years ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the Company owed $562,642 and $391,592, respectively to its officers for management services compensation. 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 years ended December 31, 2015 and 2014, the Company expensed $1,505 and $2,917, respectively to a corporation controlled by Messrs. Fong and Olson under this bonus program. At December 31, 2015 and 2014, respectively, there was $1,915 and $410 payable under the bonus plan. In the years ended December 31, 2015 and 2014, APTI paid a management fee of $6,500 per month to a company controlled by the Company's officers for services related to its bookkeeping, accounting and corporate governance functions. For each of the years ended December 31, 2015 and 2014, these management fees totaled $78,000. As of December 31, 2015 and 2014, the Company owed $47,835 and $27,485 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 2015 and 2014. This fee is month-to-month and is based on the amount of space occupied by the Company and includes the use of certain office equipment and services. Rent expense totaled $18,000 and $18,000 for the years ended December 31, 2015 and 2014, respectively. A total of $23,800 and $16,000 in rent expense was accrued but unpaid at December 31, 2015 and 2014. Accounts payable to related parties consisted of the following at December 31, 2015 and 2014: 2015 2014 Management compensation and fees payable to officers & affiliates of officers $ 610,262 $ 418,862 Bonus payable to officers 1,915 410 Rent payable to affiliate of officers 23,800 16,000 Accrued other expenses payable to officers 37,134 32,487 Total accounts payable, related party $ 673,111 $ 467,759 Related Party Notes Payable AlumiFuel Power Corporation The 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 years ended December 31, 2015 and 2014: Notes Payable – Related Parties and Affiliates: Principal balance 12/31/13 $ 42,868 Notes issued 2014 15,500 Notes repaid 2014 (36,907 ) Principal balance 12/31/14 21,461 Notes issued 2015 20,384 Notes repaid 2015 (9,100 ) Principal balance 12/31/15 $ 32,745 HPI Partners, LLC In periods prior to December 31, 2012, HPI received loans from Company officers or their affiliates that were repaid in prior periods. Accrued interest due totaling $235 remained unpaid on these paid notes as of both December 31, 2015 and 2014. Total notes and interest payable to related parties consisted of the following at December 31, 2015 and 2014: 2015 2014 Notes payable to officers; interest at 8% and due on demand $ 4,595 $ 1,512 Notes payable to affiliates of Company officers; interest at 8% and due on demand 28,150 41,356 Notes payable, related party 32,745 21,461 Interest payable related party 9,796 8,310 Total principal and interest payable, related party $ 42,541 $ 29,771 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 3 - Notes Payable | AlumiFuel Power Corporation From time to time the Company has issued various promissory notes payable to an unaffiliated trust, Gulfstream 1998 Irrevocable Trust. All notes bear an interest rate of 8% and are due on demand. As of December 31, 2013, $170,014 in principal and $13,641 in interest was outstanding on these notes. During the year ended December 31, 2014, the trust loaned the Company an additional $58,800; and sold $126,300 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. The Company made payments on these notes during the year ended December 31, 2014 totaling $7,910 in principal and $2,290 in accrued interest. As a result of these transactions there was $87,004 in principal and $20,091 in accrued interest payable on these notes at December 31, 2014. During the year ended December 31, 2015, the trust loaned the Company an additional $67,600; and sold $47,900 in principal and $4,499 on these notes to unaffiliated third parties that became convertible notes. The Company made payments on these notes during the year ended December 31, 2015 totaling $9,705 in principal and $15,905 in accrued interest. There was $97,000 in principal and $6,716 in accrued interest payable on these notes at December 31, 2015. As of December 31, 2013, $32,732 in principal was outstanding on a demand promissory note from an unaffiliated third party with interest payable at 8%. During the years ended December 31, 2015 and 2014, no further transactions occurred leaving a principal balance of $32,732 with interest due of $10,818 and $8,199 as of December 31, 2015 and 2014, respectively. As of December 31, 2013, the Company owed an unaffiliated third party $43,087. The notes to this party are due on demand and bear interest at 8% per annum. During the years ended December 31, 2015 and 2014, no further transactions occurred leaving a principal balance of $43,087 with interest due of $13,210 and $9,763 as of December 31, 2015 and 2014, respectively. At December 31, 2013, the Company owed a total of $113,000 to CareBourn Capital, an unaffiliated third party. These notes carried interest rates of 8% per annum. During the year ended December 31, 2014, $100,000 of these notes was reissued as a convertible note and appears under Convertible Notes below. As a result of these transactions there was $13,000 in principal and $20,583 in accrued interest payable as of December 31, 2014. There were no further transactions in 2015 leaving principal and interest of $13,000 and $21,623, respectively, due at December 31, 2015. During the year ended December 31, 2013, the Company owed $6,000 to an unaffiliated third party. This note carried interest at a rate of 8% and was due on demand. During the year ended December 31, 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 leaving no balance due on this note as of December 31, 2014. Certain notes for which all principal was paid in previous years have interest payable balances. This amounted to $57 at both December 31, 2015 and 2014, respectively. Many of the Company's notes issued to unaffiliated third parties contain provisions allowing them to be converted to common stock of the Company at market price on the date of conversion. AlumiFuel Power, Inc. Certain notes for which all principal was paid in previous years have interest payable balances that amounted to $1,050 at both December 31, 2015 and 2014, respectively. AlumiFuel Power International, Inc. 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 December 31, 2015 and 2014. As of December 31, 2013 there was a balance due an unaffiliated third party of $25,000 with an interest rate of 12%. During the year ended December 31, 2014, this note and accrued interest was assigned to CareBourn Capital and converted to a new convertible promissory note as explained more fully under Convertible Notes below. As of December 31, 2015 and 2014 there were $217,130 of notes payable to third parties outstanding. These notes are due on demand with an interest rate of 10% and may be converted to AFPI common stock if AFPI's common stock begins trading again. These notes are all beyond their maturity date and are therefore in default. As of December 31, 2015 and 2014, there was a total of $51,747 and $29,329, respectively, in interest payable on these notes. HPI Partners, LLC In periods prior to 2012, the Company issued various notes payable to unaffiliated third parties through HPI. These notes were also repaid in the periods prior to December 31, 2013 leaving interest payable of $647 at December 31, 2015 and 2014. Notes and interest payable to others consisted of the following at December 31, 2015 and 2014: 2015 2014 Notes payable, non-affiliates; interest at 8% and due on demand $ 185,819 $ 175,823 Notes payable, non-affiliates; interest at 10% and due one year from issuance 217,130 217,130 402,949 392,953 Interest payable, non-affiliates 105.868 89,724 Total principal and interest payable, other $ 508,817 $ 482,677 AlumiFuel Power Corporation Convertible Promissory Notes Convertible Notes and Debentures with Embedded Derivatives: From time-to-time, we issue 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. 2009/2010 Convertible Debentures In September 2009 through January 2010 we issued $435,000 of 6% unsecured convertible debentures in transactions with private investors (the "Debentures"). Of that amount, $10,000 of these debentures remained unpaid as of December 31, 2015 and 2014. 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 common stock for the twenty (20) trading days immediately preceding the date of conversion. At December 31, 2014, the Company revalued the derivative liability balance of the remaining outstanding Debentures resulting in a derivative liability balance of $4,954 at December 31, 2014. At December 31, 2015, the Company revalued the derivative liability balance of the remaining outstanding Debentures resulting in a derivative liability balance of $5,154 at December 31, 2015. January 2012 Convertible Notes In January 2012 we issued two convertible notes of $25,000 each for a total of $50,000 to J&J Potatoes. These notes were due six months from issuance, carry interest at 10% per annum and are convertible at $0.0012 per share. The Company had determined the conversion feature did not represent an embedded derivative as the conversion price was known and was not variable making it conventional. The Company determined there was a beneficial conversion feature related to the January 2012 Convertible Notes based on the difference between the conversion price of $0.0012 and the market price of the Company's common stock on the issue dates and recorded as interest expense $4,167 with an offset to additional paid-in capital. In January 2014, the Company allowed the investor to 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 leaving a principal balance due of $48,300 at December 31, 2014. During the year ended December 31, 2015, these notes were sold to More Capital and the Company agreed to change the conversion terms to reflect a 50% discount to the lowest trading price of the Company's common stock for the ten day period immediately preceding conversion. This resulted in an initial loss on the valuation and a corresponding derivative liability expense of $50,715. During the year ended December 31, 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 December 31, 2015. At December 31, 2015 the Company revalued the derivative liability balance of the remaining outstanding notes resulting in a derivative liability balance of $45,784 at December 31, 2015. January 2012 Interest Note In January 2012, the Company converted a total of $26,100 in interest payable on $75,000 in notes of the Company and AFPI to an unaffiliated note holder to a convertible note. This note was due in January 2013 and carries an interest rate of 8% per annum. The note is convertible into shares of our common stock at a 50% discount to the lowest three trading prices in the ten days prior to conversion. The beneficial conversion feature (an embedded derivative) included in the January 2012 Interest Note resulted in an initial debt discount of $26,100 and an initial loss on the valuation of derivative liabilities of $11,186 for a derivative liability balance of $37,286 at issuance. During the year ended December 31, 2014, the holders converted the entire $26,100 principal plus $4,565 in accrued interest to 336,376 shares of our common stock, or $0.09 per share. As a result of these transactions, the derivative liability was $0 as of December 31, 2014. October/November Convertible Notes In October and November 2012 a private investor purchased a total of $139,600 in existing notes from a third party note holder (together the "October/November Notes"). The notes were amended to include a maturity date that is nine months from the amendment date or July/August 2013 and have an 8% interest rate. The October/November Notes were 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 October/November Notes resulted in an initial debt discount of $139,600 and an initial loss on the valuation of derivative liabilities of $143,000 for a derivative liability balance of $282,600 at issuance. As of December 31, 2013, the total face value of the October/November Notes outstanding was $77,519. During the year ended December 31, 2014, the debenture holders converted the remaining balance of $77,519 in face value and $10,443 in interest of the debentures to 1,413,655 shares of our common stock, or $0.0625 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 December 31, 2014, the total face value of the Debentures outstanding was $0. 2013 Asher Convertible Notes During the year ended December 31, 2013, the Company entered into note agreements with the Asher Enterprises for the issuance of convertible promissory notes in the aggregate amount of $50,000 (the "2013 Asher Convertible Notes"): The 2013 Asher Convertible Notes were 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 with an interest rate of 8% per annum. 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. As of December 31, 2013, the total face value of the 2013 Asher Convertible Notes outstanding was $39,610. During the year ended December 31, 2014, the 2013 Asher Convertible Notes holders converted the remaining principal balance of $39,610 plus $2,200 in interest to 913,238 shares of our common stock, or $0.045 per share. As a result of all conversions, the Company recorded a decrease to the derivative liability of $79,220 taking it to $0. May 2013 Notes In May 2013 the Company issued $2,500 of 8% unsecured convertible note to an investor (the "May 2013 Notes"). The May 2013 Notes were due in February 2014 and were 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 year ended December 31, 2014, the holders converted the $2,500 in face value plus $222 in interest to 64,039 shares of our common stock, or $0.015 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. 2013 CareBourn Notes 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 $150,351 (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 year ended December 31, 2014, the note holders converted a total of $133,211 in face value and $7,071 in interest of the 2013 CareBourn Notes to 3,182,010 shares of common stock, or $0.045 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 December 31, 2014, the total face value of the 2013 Convertible Notes outstanding was $0. 2014 CareBourn Notes During the year ended December 31, 2014, an institutional investor, CareBourn Capital, converted $100,000 in promissory notes due from the Company into 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 $70,000 that is due August 2014 through July 2015. These notes total $255,000 (together the "2014 CareBourn Notes) 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 prices 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 2014 CareBourn Notes resulted in an initial debt discount of $205,000 and an initial loss on the valuation of derivative liabilities of $72,950 for a derivative liability balance of $277,950 at issuance. During the year ended December 31, 2014, the note holders converted a total of $4,711 in face value of the 2014 CareBourn Notes to 2,021,000 shares of our common stock, or $0.002 per share. As a result of the conversion of these notes, the Company recorded a decrease to the derivative liability and as of December 31, 2014, the total face value of the 2014 CareBourn Notes outstanding was $250,289. During the year ended December 31, 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 December 31, 2015, the total face value of the 2014 CareBourn Notes outstanding was $189,753. At December 31, 2015, the Company revalued the derivative liability balance of the remaining outstanding 2014 CareBourn Notes resulting in a derivative liability balance of $241,189 at that date. JMJ Convertible Note In June 2013 we issued $16,500 of 12% unsecured convertible note with a private investor (the "JMJ Convertible Note"). The JMJ Convertible Note is due in May 2014 and is convertible at 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. 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. As of December 31, 2013, the total face value of the 2013 Convertible Notes outstanding was $14,300. During the year ended December 31, 2014, the note holders converted a total of $14,300 in face value and $2,167 in interest of the JMJ Notes to 527,467 shares of our common stock, or $0.03 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $23,833 and as of December 31, 2014, the total face value of the 2013 Convertible Notes outstanding was $0. Bohn Convertible Note In May 2013 we issued a $20,000 8% unsecured convertible note with a private investor (the "Bohn Convertible 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 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 December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding Bohn Convertible Note. Therefore, for the period from their issuance to December 31, 2014, the Company revalued the derivative liability balance of the remaining outstanding note resulting in a derivative liability balance of $9,867 at December 31, 2014. At December 31, 2015 the Company revalued the derivative liability balance of the remaining outstanding note of $20,000 resulting in a derivative liability balance of $24,217 at December 31, 2015. Wexford Convertible Note In May 2013, the Company issued a $75,000 convertible note 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. This note is 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. As of both December 31, 2015 and 2014, the entire balance of $75,000 on this note remained outstanding. WHC Capital Notes During the year ended December 31, 2013, an unaffiliated institutional investor purchased three notes totaling $19,900 from third party note holders and a new note 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 year ended December 31, 2014, the noteholders converted the balance of $16,212 in face value and $492 in interest of the WHC Notes to 436,552 shares of our common stock, or $0.02 per share. As a result of these transactions, the Company decreased the derivative liability to $0 and as of December 31, 2014, the total face value of the WHC Notes outstanding was $0. During the year ended December 31, 2014, WHC purchased additional notes totaling $101,300 from a third party note holders and new notes in the amount of $45,000 for a total of $146,300 in amounts due (the "WHC 2104 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 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 $17,556 for a derivative liability balance of $163,856 at issuance. During the year ended December 31, 2014, the note holders converted a total of $57,565 in face value and $234 in interest due on the WHC 2014 Notes to 1,891,356 shares of our common stock, or $0.03 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability and as of December 31, 2014, the total face value of the WHC 2014 Notes outstanding was $88,736. During the year ended December 31, 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 to $77,413 and as of December 31, 2015, the total face value of the WHC 2014 Notes outstanding was $68,122. At December 31, 2015 the Company revalued the derivative liability balance of the remaining outstanding WHC 2014 Notes resulting in a derivative liability balance of $77,413 at that date. Schaper Notes In December 2013 we issued a $15,000 8% unsecured convertible note to a private investor, in January 2014 we issued an additional $10,000 note under the same terms and in July 2015 a third note of $16,500 was issued under the same terms (together the "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 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 $41,500 and an initial loss on the valuation of derivative liabilities of $16,320 for a derivative liability balance of $57,820 at issuance. At December 31, 2014 the Company revalued the derivative liability balance of the outstanding Schaper Notes then totaling $25,000 resulting in a derivative liability balance of $26,500 at December 31, 2014. At December 31, 2015 the Company revalued the derivative liability balance of the outstanding Schaper Notes totaling $41,500 resulting in a derivative liability balance of $46,856 at that date. 2014 Asher Convertible Note In January 2014, the Company entered into a note agreement with an institutional investor for the issuance of a convertible promissory note in the aggregate amount of $22,500. The 2014 Asher Convertible Note is convertible at 50% of the average of the lowest three closing bid prices per share of the Company's common stock for the ten (10) trading days immediately preceding the date of conversion and carries an interest rate of 8% per annum. We received net proceeds from the 2014 Asher Convertible Note of $20,000 after debt issuance costs of $2,500 paid for lender legal fees. These debt issuance costs were amortized over the nine month term of the 2014 Asher Convertible Note and as of December 31, 2014, all of these costs had been expensed as debt issuance costs. The beneficial conversion feature (an embedded derivative) included in the 2014 Asher Convertible Note resulted in total initial debt discounts of $22,500 and a total initial loss on the valuation of derivative liabilities of $1,800 for a derivative liability balance of $24,300 total at issuance. During the year ended December 31, 2014, the holder converted a total of $21,000 in face value of the note to 840,000 shares of our common stock, or $0.025 per share. As a result of this transaction, the Company recorded a decrease to the derivative liability for a balance of $1,620 and the balance due on the notes was $1,500 as of December 31, 2015 and 2014. At December 31, 2015 the Company revalued the derivative liability balance of the remaining outstanding 2014 Asher Note resulting in a derivative liability balance of $2,569 at that date. JSJ Notes In February 2014 the Company issued a $25,000 12% unsecured convertible note with a private investor (the "JSJ Convertible Note"). This note is 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 $1,500 for a derivative liability balance of $26,500 at issuance. During the year ended December 31, 2014, the note holders converted a total of $18,377 in face value of the JSJ Notes to 2,066,015 shares of our common stock, or $0.009 per share. As a result of these transactions the total face value of the JSJ Notes outstanding was $6,623 at December 31, 2014. At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding JSJ Convertible Note. Therefore, for the period from their issuance to December 31, 2014, the Company decreased the previously recorded liabilities resulting in a derivative liability balance of $7,020 at December 31, 2014. During the year ended December 31, 2015, the note holders converted the balance of $6,623 in principal and $2,102 in interest of the 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 was $0 at December 31, 2015. LG Funding Notes In February 2014 we issued a $40,000 8% unsecured convertible note with a private investor. This note is 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 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 $61,500 after debt issuance costs of $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 December 31, 2014, $2,567 of these costs had been expensed as debt issuance costs. The beneficial conversion feature (an embedded derivative) included in the LG Convertible Notes resulted in an initial debt discount of $65,000 and an initial loss on the valuation of derivative liabilities of $5,200 for a derivative liability balance of $70,200 at issuance. During the year ended 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 884,141 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 $11,448 and as of December 31, 2014 the total face value of the LG Funding Notes outstanding was $54,400. At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding LG Convertible Notes resulting in a derivative liability balance of $58,752 at December 31, 2014. During the year ended December 31, 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 December 31, 2015 to $24,178 and the total face value of the LG Funding Notes outstanding was $21,265. Iconic Notes In February 2014 the Company issued a $27,500 5% unsecured convertible note with a private investor (the "Iconic Convertible 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. The 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 December 31, 2014, $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 $1,375 for 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 year 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 No |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 4 - Notes Receivable | At December 31, 2015 and 2014, there were $0 and $62,853 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 years ended December 31, 2015 and 2014, FFFC was able to repay $62,853 and $89,500, respectively, in principal on these loans. Each of these loans carries an interest rate of 8% per annum and are due on demand. 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 years ended December 31, 2015 and 2014. Given the uncertainty of payments on these notes, if payments of interest are received they are considered interest income that is offset against interest expense. As of December 31, 2015 and 2014, the Company had $8,000 due from a then 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 $2,663 and $2,023 in accrued interest remained receivable at December 31, 2015 and 2014, respectively. Management of the Company annually evaluates the likelihood of payment on these notes and determined that an allowance of the entire balance due is appropriate. Accordingly, the Company did not accrue interest in either of the years ended December 31, 2015 and 2014. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 5 - Capital Stock | On January 23, 2014, we filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, pursuant to which the Company increased the authorized capital stock of the Company from 760,000,000 shares to 3,510,000,000 shares, of which 10,000,000 shares may be preferred stock having the voting powers, designations, preferences, limitations, restrictions and relative rights as determined by the board of directors from time to time. Effective September 5, 2014, the Company changed is 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. On November 19, 2014, the Company effected a 1 for 250 reverse split of its common stock following which a total of 3,840,199,334 shares of issued and outstanding pre-split common stock became 15,360,797 shares of post-split common stock. As a result of the reverse split, the number of shares outstanding and per share information for all prior periods presented have been retroactively restated to reflect the new capital structure. Common Stock During the year ended December 31, 2014, we issued a total of 20,936,964 shares of our common stock on the conversion of $495,786 in principal and interest on our various convertible promissory notes. In addition to the converted principal and interest on the notes, the Company re-classified $807,052 of derivative liabilities to additional paid-in capital upon conversion of the related convertible debt. During the year ended December 31, 2015, we issued a total of 2,201,018,202 shares of our common stock on the conversion of $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 re-classified $219,520 of derivative liabilities to additional paid-in capital upon conversion of the related convertible debt. During the year ended December 31, 2015 we issued 4,000,000 shares of our common stock for services valued at $16,000 based on the $0.004 market price for our common stock on the date of grant. Preferred Stock 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 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 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 at December 31, 2015 and 2014. There were $142,719 and $110,395 in dividends payable on our Series B Preferred stock at December 31, 2015 and 2014, respectively, including $32,324 in dividends accrued in each of the years then ended. 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, $75,338 in accretion was recorded as interest expense for the year ended December 31, 2015. Warrants A summary of the activity of the Company's outstanding warrants at December 31, 2014 and December 31, 2015 is as follows: A summary of the activity of the Company's outstanding warrants at December 31, 2014 and December 31, 2015 is as follows: Warrants Weighted-average exercise price Weighted-average grant date fair value Outstanding and exercisable at December 31, 2013 4,520 $ 107.00 $ 17.50 Granted - - - Expired/Cancelled - - - Exercised - - - Outstanding and exercisable at December 31, 2014 4,520 $ 107.00 $ 17.50 Granted - - - Expired/Cancelled (600 ) 50.00 80.00 Exercised - - - Outstanding and exercisable at December 31, 2015 3,920 $ 105.00 $ 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 December 31, 2015: Exercise price range Number of options outstanding Weighted-average exercise price Weighted-average remaining life $ 2.50 160 $ 2.50 0.4 years $ 75.00-$200.00 3,600 91.67 1.4 years $ 500.00 160 500.00 0.9 years 3,920 $ 0.43 1.2 years Stock Options On March 4, 2009, our board of directors authorized our 2009 Stock Incentive Plan which was amended on May 6, 2009 and approved by our stockholders effective on May 26, 2009. The plan allowed for the issuance of up to 400 shares of our common stock through one or more incentive grants including stock options, stock appreciation rights, stock awards, restricted stock issuances and performance shares to officers, directors, employees and consultants of the Company. The plan was administered by our board of directors. All remaining options outstanding under the 2009 Stock Incentive Plan expired in the first quarter of 2015. A summary of outstanding stock option balances under 2009 Stock Incentive Plan at December 31, 2014 and at December 31, 2015 is as follows: 2009 Stock Incentive Plan Options Weighted-average exercise price Weighted-average remaining contractual life (years) Aggregate intrinsic value Outstanding at December 31, 2013 400 $ 3,750.00 1.7 $ 0 Options expired (227 ) - - - Options granted - - - - Outstanding at December 31, 2014 173 $ 3,750.00 0.2 $ 0 Options expired (173 ) Options granted - - - - Outstanding at December 31, 2015 0 $ 0 0.0 $ 0 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 6 - Commitments and Contingencies | Payroll Liabilities 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. During the year ended December 31, 2014, the Company recorded additional estimated penalty and interest expense of $15,976 for an estimated balance due at that date of $150,059. During the year ended December 31, 2015, the Company recorded additional estimated penalty and interest expense of $16,552 for an estimated balance due at that date of $166,611. This amount is included on the consolidated balance sheets at December 31, 2015 and 2014 as "payroll liabilities". Office Lease Agreement 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 had been entered against it in the Court 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 for the period through November 30, 2011; attorney's fees of $5,000; rent and maintenance charges of $10,020 for December 2011; and the value of future rent payments for the period from January 1, 2012 to December 31, 2014 of $339,217. The complaint alleged a breach of contract and event of default for API related to this lease. 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. This note remained fully outstanding as of December 31, 2015 and 2014. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 7 - Income Tax | A reconciliation of U.S. statutory federal income tax rate to the effective rate follows for the years ended December 31, 2015 and 2014: For the year ended December 31, For the year ended December 31 2015 2014 U.S. statutory federal rate 34.00 % 34.00 % State income tax rate 4.63 % 4.63 % Net operating loss for which no tax benefit is currently available -38.63 % -38.63 % 0.00 % 0.00 % At December 31, 2015, deferred tax assets consisted of a net tax asset of $9,953,375, due to operating loss carry forwards of $25,765,919, which was fully allowed for, in the valuation allowance of $9,953,375. The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery. The increase in the deferred tax assets and the corresponding valuation allowance during the year ended December 31, 2015 was $63,845 based on the $9,889,530 reported by the Company at December 31, 2015. The net operating loss carry forward expires through the year 2035. The valuation allowance is evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required. Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Company's tax net operating loss carry forwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Note 8 - Subsequent Events | Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Organization and Basis of Presentation | AlumiFuel Power Corporation (the "Company") was incorporated on January 19, 2000 under the laws of the state of Nevada as Organicsoils.com, Inc. Effective September 5, 2014, the Company changed its corporate domicile from Nevada to Wyoming. The Company operates primarily through its subsidiaries, NovoFuel, Inc. ("Novofuel"), AlumiFuel Power, Inc., a Colorado corporation ("API"), and AlumiFuel Power Technologies, Inc., a Colorado corporation ("APTI"). The Company is an early production stage renewable energy company whose processes generate hydrogen gas and heat through the chemical reaction of aluminum, water, and proprietary additives. This technology is ideally suited for multiple applications requiring on-site, on-demand fuel sources, serving National Security and commercial customers. The Company's hydrogen generation feeds fuel cells for backup and portable power, provides lift gas for weather balloons, and can replace costly, hard-to-handle and high pressure K-Cylinders. Its hydrogen/heat output is also suitable to power fuel cell-based and turbine-based undersea propulsion and auxiliary power systems. In addition, NovoFuel has embarked on an initiative to design and field hybrid renewable energy solutions for medical cannabis grow operations and potentially oilfield operations. During the year ended December 31, 2015, the Company also signed an agreement to pursue possible lithium battery applications under the NovoFuel name, however, this initiative will require significant additional capital which there is no assurance the Company can successfully raise. The Company has 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. The financial statements contained herein for the years ended December 31, 2015 and 2014 comprise the consolidated financial statement of the Company and its subsidiaries NovoFuel, API, APTI, AlumiFuel Power International, Inc. ("AFPI"), and HPI Partners, LLC ("HPI"). On November 19, 2014, the Company effected a 1 for 250 reverse split of its common stock following which a total of 3,840,199,334 shares of issued and outstanding pre-split common stock became 15,360,797 shares of post-split common stock. As a result of the reverse split, the number of shares outstanding and per share information for all prior periods presented have been retroactively restated to reflect the new capital structure. |
Formation of AlumiFuel Power International, Inc. | In February 2010, the Company formed its subsidiary, AFPI. In connection with the formation of the AFPI, the Company and AFPI executed a License Agreement through which AFPI received certain international marketing rights and the rights to utilize certain intellectual property from the Company for exploitation in countries and territories outside of North America in exchange for 25,000,000 shares of the Company's $0.001 par value common stock. In addition, the Company purchased 15,000,000 shares of AFPI common stock at $0.01 per share. On July 31, 2011, the Company and AFPI executed a Patent Purchase Agreement through which the Company sold AFPI the international patent rights to certain of the Company's intellectual property. In exchange for the sale of these rights, the Company received 7,500,000 shares of AFPI common stock valued at $10,275,000, the market value of the stock on the Deutsche Börse Frankfurt Stock Exchange on the agreement date. The total number of AFPI shares outstanding at December 31, 2014 and 2015 was 68,111,864 shares and the Company owned 39,599,879 shares of AFPI common stock at both December 31, 2014 and 2015. |
Going Concern | The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred operating losses since inception, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant restructuring to sustain its operations for the foreseeable future. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. Inherent in the Company's business are various risks and uncertainties, including its limited operating history. The Company's future success will be dependent upon its ability to market its products including its portable balloon inflation devices, from which it has not produced any revenue since 2013. In addition, this is dependent on the Company developing products based on its initiative to design and field hybrid renewable energy solutions for medical cannabis grow operations and potentially oilfield operations; and potential lithium battery applications, all of which will require a substantial capital investment that will require the Company to raise significant funds. The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to raise capital through equity offerings and debt borrowings to meet its obligations on a timely basis and ultimately to attain profitability through the successful commercialization of its products. |
Use of Estimates | 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. |
Cash and Cash Equivalents | The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents at December 31, 2015 and 2014 were $-0-. |
Income Taxes | The Company accounts for income taxes under the provisions of ASC Topic 740, formerly known as SFAS No. 109, "Accounting for Income Taxes". ASC Topic 740 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance for net deferred taxes is provided unless the ability to realize the deferred amount is judged by management to be more likely than not. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date. More information on the Company's income taxes is available in Note 6. Income Taxes in these financial statements. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as "major" tax jurisdictions, as defined. We are not currently under examination by the Internal Revenue Service or any other jurisdiction. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company's financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. |
Stock-based Compensation | 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 Stock Issued to Employees" (APB 25). The Company has elected the modified-prospective method, under which prior periods are not revised for comparative purposes. See Note 5. Capital Stock for further information on the Company's stock options plans and other warrant/option issuances. |
Debt Issue Costs | 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. |
Non-Controlling Interests | In February 2010, the Company formed its subsidiary, AFPI. The total number of AFPI shares outstanding at December 31, 2015 and 2014, respectively, was 68,114,864 of which the Company owned 39,599,879 shares or 58% as of both dates. At December 31, 2015 and 2014 there were 28,511,985 shares held by shareholders other than the Company representing 42% of the outstanding common shares of AFPI as of those dates. At December 31, 2015 a non-controlling interest in AFPI that totaled $3,910,847 is included in the Company's consolidated balance sheet. In addition, $64,648 of the net loss of AFPI of $154,437 for the year ended December 31, 2015 has been attributed to the non-controlling interest of those stockholders. Similarly, for the year ended December 31, 2014, the non-controlling interest totaled $3,975,495 with $70,039 of AFPI's total net loss of $167,314 attributed to the non-controlling interest of those stockholders. |
Fair value of financial instruments | 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 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 advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments. The fair values of receivables from related parties are not practicable to estimate, based upon the related party nature of the underlying transactions. 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. Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity ("observable inputs") and the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances ("unobservable inputs"). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets ("market approach"). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows: Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. The Company has determined that its derivative liabilities comprised of convertible notes payable fall under Level 3. Credit risk adjustments are applied to reflect the Company's own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company's own credit risk as observed in the credit default swap market. |
Loss per Common Share | Loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Stock options, warrants, and common stock underlying convertible promissory notes are not considered in the calculations for the periods ended December 31, 2015 and 2014, as the impact of the potential common shares, which totaled approximately 14,444,438,000 (December 31, 2015) and 909,480,260 (December 31, 2014), would be anti-dilutive. Therefore, diluted loss per share presented for the years ended December 31, 2015 and 2014 is equal to basic loss per share. |
Accounting for obligations and instruments potentially settled in the 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 Own Stock" . |
Derivative Instruments | In connection with the issuances of equity instruments or debt, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities, rather than as equity. In addition, the equity instrument or debt may contain embedded derivative instruments, such as conversion options or listing requirements, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative instruments under the provisions of ASC Topic 815, "Derivatives and Hedging", formerly known as SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". |
Reclassification | Certain amounts in the prior period have been reclassified to conform with current year presentation with no effect on net deficit or loss. |
Recent Accounting Pronouncements | In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014- 08, Discontinued Operations (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). This amendment raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014 and for interim periods therein. During 2015, the Company did not take any restructuring actions that did not qualify as discontinued operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition (Topic 606): Revenue from Contracts with Customers ("ASU 2014-09"). This new standard provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers (unless the contracts are in the scope of other US GAAP requirements). The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets, such as property and equipment, including real estate. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of the guidance in ASU 2014-09 by one year. ASU 2014-09 is now effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Early application is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Topic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern that requires management to evaluate whether there are conditions or events that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that the entity's financial statements are issued, or within one year after the date the entity's financial statements are available to be issued, and to provide disclosures when certain criteria are met. This guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures. In January 2015, the FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items (Topic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items that simplifies income statement presentation by eliminating extraordinary items from GAAP. This guidance is to be applied either prospectively or retrospectively and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted provided the guidance is applied from the beginning of the annual year of adoption. The Company has adopted the guidance and the adoption of this standard did not have an impact on the Company's consolidated financial position or results of operations. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis that meant to clarify the consolidation reporting guidance in GAAP. This guidance is to be applied using a retrospective method or a modified retrospective method, as outlined in the guidance, and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. The Company has adopted the guidance and the adoption of this standard did not have an impact on the Company's consolidated financial position or results of operations. In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires an entity to present debt issuance costs related to a debt liability as a direct deduction from the debt liability rather than as an asset. ASU 2015-03 is effective retrospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. As the Company does not currently have any debt obligations, the adoption of this standard will not impact the presentation of certain financial statement line items within the Company's balance sheets, results of operations, and related disclosures. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting Measurement-Period Adjustments, which eliminates the requirement for an entity to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is completed. ASU 2015-16 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. The adoption of this standard will not have an impact on the Company's financial position and results of operations. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The amendments in ASU 2015-17 require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in the update. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The adoption of this standard will not have an impact on the Company's financial position. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company's financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Although the Company currently has no lease obligations, it will adopt the new requirements if it enters into a lease obligation. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions Tables | |
Accounts payable to related parties | 2015 2014 Management compensation and fees payable to officers & affiliates of officers $ 610,262 $ 418,862 Bonus payable to officers 1,915 410 Rent payable to affiliate of officers 23,800 16,000 Accrued other expenses payable to officers 37,134 32,487 Total accounts payable, related party $ 673,111 $ 467,759 |
Notes payable to related parties | Principal balance 12/31/13 $ 42,868 Notes issued 2014 15,500 Notes repaid 2014 (36,907 ) Principal balance 12/31/14 21,461 Notes issued 2015 20,384 Notes repaid 2015 (9,100 ) Principal balance 12/31/15 $ 32,745 |
Notes and interest payable to related parties | 2015 2014 Notes payable to officers; interest at 8% and due on demand $ 4,595 $ 1,512 Notes payable to affiliates of Company officers; interest at 8% and due on demand 28,150 41,356 Notes payable, related party 32,745 21,461 Interest payable related party 9,796 8,310 Total principal and interest payable, related party $ 42,541 $ 29,771 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable Tables | |
Notes and interest payable to others | 2015 2014 Notes payable, non-affiliates; interest at 8% and due on demand $ 185,819 $ 175,823 Notes payable, non-affiliates; interest at 10% and due one year from issuance 217,130 217,130 402,949 392,953 Interest payable, non-affiliates 105.868 89,724 Total principal and interest payable, other $ 508,817 $ 482,677 |
Convertible notes and interest payable | December 31, 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 net of discount of $0 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 $8,250 33,250 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 $16,500 81,000 Black Forest Capital 2015 Notes; non-affiliate; interest at 10%; due March 2016; $13,106 face value net of discount of $2,186 17,473 LG Capital 2015 Notes; non-affiliate; interest at 8%; due February 2016; $31,500 face value net of discount of $2,626 28,874 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 637,580 Discount on convertible notes 29,562 Total convertible notes payable 667,152 Interest payable, convertible notes 178,760 Total convertible notes payable and accrued interest payable $ 845,912 December 31, 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 1,500 2014 CareBourn Notes; non-affiliate; interest at 8%-12; due August 14 through July 2015; $250,289 face value net of discount of $28,333 221,956 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%; $88,739 face value net of discount of $39,528 49,211 Schaper Notes; non-affiliate; interest at 8%; due August 2014; face value $25,000 net of discount of $1,111 25,000 JSJ Notes; non-affiliate; interest at 12%; due August 2014; face value $6,623 net of discount of $0 6,623 LG Funding Notes; non-affiliate; interest at 8%; due February 2015; face value $54,400 net of discount of $16,358 38,042 Iconic Notes; non-affiliate; interest at 5%; due February 2015; face value $35,814 net of discount of $3,438 32,376 ADAR Notes; non-affiliate; interest at 8%; due February 2015; face value $17,500 net of discount of $4,357 13,125 Beaufort Notes; non-affiliate; interest at 8%; due May 2015; face value $29,261 net of discount of $22,192 7,169 Total convertible notes, net of discount 548,301 Discount on convertible notes 114,221 Total convertible notes payable 662,522 Interest payable, convertible notes 129,386 Total convertible notes payable and accrued interest payable $ 791,908 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Capital Stock Tables | |
Activity of outstanding warrants | A summary of the activity of the Company's outstanding warrants at December 31, 2014 and December 31, 2015 is as follows: Warrants Weighted-average exercise price Weighted-average grant date fair value Outstanding and exercisable at December 31, 2013 4,520 $ 107.00 $ 17.50 Granted - - - Expired/Cancelled - - - Exercised - - - Outstanding and exercisable at December 31, 2014 4,520 $ 107.00 $ 17.50 Granted - - - Expired/Cancelled (600 ) 50.00 80.00 Exercised - - - Outstanding and exercisable at December 31, 2015 3,920 $ 105.00 $ 7.58 |
Warrants outstanding | Exercise price range Number of options outstanding Weighted-average exercise price Weighted-average remaining life $ 2.50 160 $ 2.50 0.4 years $ 75.00-$200.00 3,600 91.67 1.4 years $ 500.00 160 500.00 0.9 years 3,920 $ 0.43 1.2 years |
Outstanding stock option balances | Options Weighted-average exercise price Weighted-average remaining contractual life (years) Aggregate intrinsic value Outstanding at December 31, 2013 400 $ 3,750.00 1.7 $ 0 Options expired (227 ) - - - Options granted - - - - Outstanding at December 31, 2014 173 $ 3,750.00 0.2 $ 0 Options expired (173 ) Options granted - - - - Outstanding at December 31, 2015 0 $ 0 0.0 $ 0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes Tables | |
Reconciliation of U.S. statutory federal income tax rate | For the year ended December 31, For the year ended December 31 2015 2014 U.S. statutory federal rate 34.00 % 34.00 % State income tax rate 4.63 % 4.63 % Net operating loss for which no tax benefit is currently available -38.63 % -38.63 % 0.00 % 0.00 % |
Summary of significant accoun20
Summary of significant accounting policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Total number of AFPI shares outstanding | 68,111,864 | 68,111,864 |
Owned amount of shares of AFPI common stock | 39,599,879 | 39,599,879 |
Cash equivalents | $ 0 | $ 0 |
Number of non-controlling interests shares outstanding | 68,114,864 | 68,114,864 |
Total shares held by shareholders other than the Company | 28,511,985 | 28,511,985 |
Total non-controlling interest | $ 3,910,847 | $ 3,975,495 |
Percent of shares held by shareholders, outstanding | 42.00% | |
Net Loss Of AFPI Attributed To Noncontrolling Interest | $ 64,648 | 70,039 |
Net Loss Of AFPI | $ 154,437 | $ 167,314 |
Total potential common shares | 14,444,438,000 | 909,480,260 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transactions Details | ||
Management compensation and fees payable to officers & affiliates of officers | $ 610,262 | $ 418,862 |
Bonus payable to officers | 1,915 | 410 |
Rent payable to affiliate of officers | 23,800 | 16,000 |
Accrued other expenses payable to officers | 37,134 | 32,487 |
Total accounts payable, related party | $ 673,111 | $ 467,759 |
Related Party Transactions (D22
Related Party Transactions (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions Details 1 | ||
Principal balance of notes payable, Beginning | $ 21,461 | $ 42,868 |
Notes issued | 20,384 | 15,500 |
Notes repaid | (9,100) | (36,907) |
Principal balance of notes payable, Ending | $ 32,745 | $ 21,461 |
Related Party Transactions (D23
Related Party Transactions (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transactions Details 2 | ||
Notes payable to officers; interest at 8% and due on demand | $ 4,595 | $ 1,512 |
Notes payable to affiliates of Company officers; interest at 8% and due on demand | 28,150 | 41,356 |
Notes payable, related party | 32,745 | 21,461 |
Interest payable related party | 9,796 | 8,310 |
Total principal and interest payable, related party | $ 42,541 | $ 29,771 |
Related Party Transactions (D24
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions Details Narrative | ||
Management expense | $ 120,000 | $ 120,000 |
Total amount of services for managers of AFPI | 132,000 | 132,000 |
Owed to officers for management services | 562,642 | 391,592 |
Recorded payable under bonus program to corporation | 1,505 | 2,917 |
Payable under bonus plan | 1,915 | 410 |
Management fee paid by APTI | 6,500 | |
Total management fees | 78,000 | 78,000 |
Owed in accrued fees and related expenses | 47,835 | 27,485 |
Phone systems and long distnace fees, per month | 1,500 | 1,500 |
Total rent expense | 18,000 | 18,000 |
Accrued rent expense, unpaid | 23,800 | 16,000 |
Accrued interest due | $ 235 | $ 235 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Notes Payable Details | ||
Notes payable, non-affiliates; interest at 8% and due on demand | $ 185,819 | $ 175,823 |
Notes payable, non-affiliates; interest at 10% and due one year from issuance | 217,130 | 217,130 |
Notes payable | 402,949 | 392,953 |
Interest payable, non-affiliates | 105,868 | 89,724 |
Total principal and interest payable, other | $ 508,817 | $ 482,677 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Notes Payable Details 1 | ||
Convertible debentures; non-affiliates; interest at 6% and due December 2013 | $ 10,000 | $ 10,000 |
January 2012 Convertible Notes (More Capital); non-affiliate; interest at 8% due January 2013 | 43,604 | 48,300 |
2014 Asher Convertible Notes; non-affiliate, interest at 8%; due May 2012 | 1,500 | 1,500 |
2014 CareBourn Notes; non-affiliate; interest at 8%-12; due August 14 through July 2015 | 189,753 | 221,956 |
Bohn Convertible Note; non-affiliate; interest at 8% | 20,000 | 20,000 |
Wexford Convertible Note; non-affiliate; interest at 8% | 75,000 | 75,000 |
WHC Convertible Notes; non-affiliate; interest at 8% | 68,122 | 49,211 |
Schaper Notes; non-affiliate; interest at 8%; due August 2014 and July 2016 | 33,250 | 25,000 |
LG Funding Notes; non-affiliate; interest at 8%; due February 2015 | 21,265 | 38,042 |
ADAR Notes; non-affiliate; interest at 8%; due February 2015 | 17,500 | 13,125 |
CareBourn 2015 Notes; non-affiliate; interest at 12%; due December 2015 | 81,000 | |
JSJ Notes; non-affiliate; interest at 12%; due August 2014 | 6,623 | |
Iconic Notes; non-affiliate; interest at 5%; due February 2015 | 32,376 | |
Black Forest Capital 2015 Notes; non-affiliate; interest at 10%; due March 2016 | 17,473 | |
LG Capital 2015 Notes; non-affiliate; interest at 8%; due February 2016 | 28,874 | |
Pure Energy 2015 Notes; non-affiliate; interest at 8%; due July 2015 and August | 14,239 | |
Beaufort Notes; non-affiliate; interest at 8%; due May 2015 | 16,000 | 7,169 |
Total convertible notes, net of discount | 637,580 | 548,301 |
Discount on convertible notes | 29,562 | 114,221 |
Total convertible notes payable | 667,152 | 662,522 |
Interest payable, convertible notes | 178,760 | 129,386 |
Total convertible notes payable and accrued interest payable | $ 845,912 | $ 791,908 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common stock, per share | $ 0.001 | $ 0.001 |
Asher Convertible Notes 2014 [Member] | ||
Principal balance due | $ 1,500 | |
AlumiFuel Power Corporation [Member] | ||
Trust loaned | 67,600 | $ 58,800 |
Amount owed to an unaffiliated trust | 126,300 | |
Amount of principal balance sold by trust to unaffiliated third party | 4,499 | 126,300 |
Principal balance outstanding | 47,900 | |
Additional principal loan for trust | 7,600 | |
Accrued interest paid on note to trust | 15,905 | 2,290 |
Principal payments on note to trust | 9,705 | 7,910 |
Principal balance due | 97,000 | 87,004 |
Accrued interest payable | 6,716 | 20,091 |
Additional principal balance | 32,732 | 32,732 |
Additional interest due | 10,818 | 8,199 |
Additional principal balance one | 43,087 | 43,087 |
Additional interest due one | 13,210 | 9,763 |
Notes reissued as convertible note | 100,000 | |
Convertible note, principal balance | 13,000 | |
Accrued interest payable one | 20,583 | |
Additional principal balance two | 13,000 | |
Additional interest due two | 21,623 | |
Conversion of common stock, principal | 6,000 | |
Accrued interest leaving no balance | 1,132 | |
Interest payable balances one | 57 | 57 |
AlumiFuel Power, Inc [Member] | ||
Interest payable balance | 1,050 | 1,050 |
AlumiFuel Power International, Inc [Member] | ||
Principal balance outstanding | 217,130 | 217,130 |
Interest payable balance | 5 | 5 |
Interest payable balances one | 51,747 | 29,329 |
HPI Partners LLC [Member] | ||
Interest payable balance | 647 | 647 |
2009/2010 Convertible Debentures [Member] | ||
Debentures remained unpaid | 10,000 | 10,000 |
Derivative liability balance | 5,154 | 4,954 |
January 2012 Convertible Note [Member] | ||
Principal balance outstanding | 43,604 | |
Principal balance due | $ 4,696 | $ 48,300 |
Converted shares of common stock | 93,916,856 | 34,000,000 |
Per share value of converted shares | $ 0.00005 | $ 0.00005 |
Derivative liability balance | $ 45,784 | |
January 2012 Interest Note [Member] | ||
Principal balance due | $ 26,100 | |
Accrued interest payable | $ 4,565 | |
Common stock | 336,376 | |
Common stock, per share | $ 0.09 | |
October/November Convertible Notes [Member] | ||
Principal balance due | $ 77,519 | |
Interest payable balance | 10,443 | |
Debentures remained unpaid | 0 | |
Derivative liability balance | $ 0 | |
Common stock | 1,413,655 | |
Common stock, per share | $ 0.0625 | |
Asher Convertible Notes 2013 [Member] | ||
Principal balance outstanding | $ 39,610 | |
Interest payable balance | 2,200 | |
Decrease in derivative liability | $ 79,220 | |
Common stock | 913,238 | |
Common stock, per share | $ 0.045 | |
May 2013 Notes [Member] | ||
Principal balance outstanding | $ 2,500 | |
Interest payable balance | 222 | |
Decrease in derivative liability | $ 4,732 | |
Common stock | 64,039 | |
Common stock, per share | $ 0.015 | |
2013 CareBourn Notes [Member] | ||
Principal balance outstanding | $ 133,211 | |
Interest payable balance | 7,071 | |
Decrease in derivative liability | $ 242,034 | |
Common stock | 3,182,010 | |
Common stock, per share | $ 0.045 | |
2014 CareBourn Notes [Member] | ||
Principal balance outstanding | 60,536 | $ 4,711 |
Interest payable balance | 3,712 | |
Decrease in derivative liability | 189,753 | $ 250,289 |
Derivative liability balance | $ 241,189 | |
Common stock | 703,051,247 | 2,021,000 |
Common stock, per share | $ 0.00009 | $ 0.002 |
JMJ Convertible Note [Member] | ||
Principal balance outstanding | $ 14,300 | |
Interest payable balance | 2,167 | |
Decrease in derivative liability | 23,833 | |
Debentures remained unpaid | $ 0 | |
Common stock | 527,467 | |
Common stock, per share | $ 0.03 | |
Bohn Convertible Note [Member] | ||
Decrease in derivative liability | $ 20,000 | |
Derivative liability balance | 24,217 | $ 9,867 |
Wexford Convertible Note [Member] | ||
Principal balance outstanding | 75,000 | 75,000 |
WHC Capital Notes [Member] | ||
Principal balance outstanding | 68,122 | 88,736 |
Interest payable balance | 234 | |
Face value of converted notes | 20,614 | $ 57,565 |
Decrease in derivative liability | 77,413 | |
Derivative liability balance | $ 77,413 | |
Common stock | 249,053,338 | 1,891,356 |
Common stock, per share | $ 0.00008 | $ 0.03 |
Schaper Note [Member] | ||
Decrease in derivative liability | $ 41,500 | $ 25,000 |
Derivative liability balance | 46,856 | 26,500 |
Asher Convertible Notes 2014 [Member] | ||
Principal balance due | 1,500 | |
Face value of converted notes | 21,000 | |
Decrease in derivative liability | 1,620 | $ 1,620 |
Derivative liability balance | 2,569 | |
Common stock | 840,000 | |
Common stock, per share | $ 0.025 | |
JSJ Notes [Member]] | ||
Principal balance outstanding | 0 | $ 6,623 |
Principal balance due | 6,623 | |
Interest payable balance | $ 2,102 | |
Face value of converted notes | 18,377 | |
Derivative liability balance | $ 7,020 | |
Common stock | 108,708,299 | 2,066,015 |
Common stock, per share | $ 0.0008 | $ 0.009 |
LG Funding Notes [Member] | ||
Principal balance outstanding | $ 21,265 | $ 54,400 |
Accrued interest payable | 2,666 | 452 |
Face value of converted notes | 33,135 | 10,600 |
Decrease in derivative liability | $ 24,178 | 11,448 |
Derivative liability balance | $ 58,752 | |
Common stock | 327,367,979 | 884,141 |
Common stock, per share | $ 0.0001 | $ 0.0125 |
Iconic Notes [Member] | ||
Principal balance outstanding | $ 0 | $ 35,814 |
Accrued interest payable | 1,503 | |
Debt issuance costs | 2,135 | |
Face value of converted notes | $ 35,814 | 1,350 |
Decrease in derivative liability | 1,418 | |
Derivative liability balance | $ 63,766 | |
Common stock | 130,147,427 | 1,928,571 |
Common stock, per share | $ 0.0003 | $ 0.0007 |
ADAR Convertible Note [Member] | ||
Principal balance outstanding | $ 17,500 | $ 17,500 |
Face value of converted notes | 7,500 | |
Decrease in derivative liability | 8,100 | |
Derivative liability balance | 20,267 | $ 18,900 |
Common stock | 600,000 | |
Common stock, per share | $ 0.0125 | |
Beaufort Notes [Member] | ||
Principal balance outstanding | 16,000 | $ 29,361 |
Face value of converted notes | 13,361 | 1,739 |
Decrease in derivative liability | 1,656 | |
Derivative liability balance | $ 16,640 | $ 30,535 |
Common stock | 62,295,857 | 2,728,000 |
Common stock, per share | $ 0.0002 | $ 0.0006 |
Pure Energy 714 2015 Notes [Member] | ||
Principal balance outstanding | $ 14,239 | |
Face value of converted notes | 23,160 | |
Derivative liability balance | $ 15,398 | |
Common stock | 388,657,736 | |
Common stock, per share | $ 0.00006 | |
Black Forest Capital 2015 Notes [Member] | ||
Principal balance outstanding | $ 19,659 | |
Debt issuance costs | 833 | |
Face value of converted notes | 6,894 | |
Derivative liability balance | $ 22,096 | |
Common stock | 137,880,000 | |
Common stock, per share | $ 0.00005 | |
CareBourn Capital 2015 Notes [Member] | ||
Debt issuance costs | $ 5,500 | |
Derivative liability balance | 107,478 | |
LG Capital 2015 Note [Member] | ||
Principal balance outstanding | 31,500 | |
Debt issuance costs | 1,375 | |
Derivative liability balance | $ 35,280 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Notes Receivable Details Narrative | ||
Loans due to the Company from FFFC | $ 0 | $ 62,853 |
Repayment in principal on loans | 62,853 | 89,500 |
Amount due from an affiliated publicly traded company | 8,000 | 8,000 |
Principal balance of note receivable | 8,000 | |
Accrued interest on remained receivable | $ 2,663 | $ 2,023 |
Capital stock (Details)
Capital stock (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants | ||
Outstanding, Beginning | 4,520 | 4,520 |
Granted | ||
Expired/Cancelled | (600) | |
Exercised | ||
Outstanding, Ending | 3,920 | 4,520 |
Weighted Average Exercise Price | ||
Outstanding and exercisable, Exercise Price | $ 107 | $ 107 |
Granted | ||
Expired/Cancelled | $ 50 | |
Exercised | ||
Outstanding and exercisable, Exercise Price | $ 105 | $ 107 |
Weighted-average grant date fair value | ||
Outstanding and exercisable, Grant Date Fair Value | $ 17.50 | $ 17.50 |
Granted | ||
Expired/Cancelled | $ 80 | |
Exercised | ||
Outstanding and exercisable, Grant Date Fair Value | $ 7.58 | $ 17.50 |
Capital stock (Details 1)
Capital stock (Details 1) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Number of Options Outstanding | shares | 3,920 |
Weighted Average Exercise Price | $ / shares | $ 0.43 |
Weighted Average Remaining Life | 1 year 2 months 12 days |
Warrants [Member] | $2.50 [Member] | |
Number of Options Outstanding | shares | 160 |
Weighted Average Exercise Price | $ / shares | $ 2.50 |
Weighted Average Remaining Life | 4 months 24 days |
Warrants [Member] | $75.00-$200.00 [Member] | |
Number of Options Outstanding | shares | 3,600 |
Weighted Average Exercise Price | $ / shares | $ 91.67 |
Weighted Average Remaining Life | 1 year 4 months 24 days |
Warrants [Member] | $500.00 [Member] | |
Number of Options Outstanding | shares | 160 |
Weighted Average Exercise Price | $ / shares | $ 500 |
Weighted Average Remaining Life | 10 months 24 days |
Capital stock (Details 2)
Capital stock (Details 2) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Options | ||
Outstanding, Beginning | 173 | 400 |
Options expired | (173) | (227) |
Options granted | ||
Outstanding, Ending | 0 | 173 |
Weighted-average exercise price | ||
Weighted-average exercise price, Beginning | $ 3,750 | $ 3,750 |
Weighted-average exercise price, Ending | $ 0 | $ 3,750 |
Weighted-average contractual life (years) | ||
Weighted-average contractual life, Beginning | 2 months 12 days | 1 year 8 months 12 days |
Weighted-average contractual life, Ending | 0 years | 2 months 12 days |
Aggregate intrinsic value | ||
Aggregate intrinsic value | $ 0 | $ 0 |
Capital stock (Details Narrativ
Capital stock (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reclassification of derivative liabilities upon conversion of convertible debt | $ 219,520 | $ 807,052 |
Series B Preferred Stock outstanding shares | 404,055 | 404,055 |
Dividends payable on series B preferred stock | $ 142,719 | $ 110,395 |
Dividends accrued | 32,324 | 32,324 |
Accretion of Series B preferred stock (Note 6) | $ 75,338 | $ 75,338 |
Common stock issued for services | 4,000,000 | |
Common stock issued for services, value | $ 16,000 | |
Common stock issued for services, value per share | $ 0.004 | |
Convertible promissory notes [Member] | ||
Issued shares of common stock for conversion | 2,201,018,202 | 20,936,964 |
Principal and interest on convertible promissory notes | $ 214,816 | $ 495,786 |
Reclassification of derivative liabilities upon conversion of convertible debt | $ 219,520 | $ 807,052 |
Commitments and contingencies
Commitments and contingencies (Details Narrative) - USD ($) | 12 Months Ended | 36 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | |
Commitments And Contingencies Details Narrative | |||
Additional expense for Payroll Liabilities | $ 16,552 | $ 15,976 | |
Accrued balance for Payroll Liabilities | $ 166,611 | $ 150,059 | |
Future rent payments | $ 339,217 | ||
Lease expiry year | Five years and six months expiring on December 31, 2014 |
Income taxes (Details)
Income taxes (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes Details | ||
U.S. statutory federal rate | 34.00% | 34.00% |
State income tax rate | 4.63% | 4.63% |
Net operating loss for which no tax benefit is currently available | (38.63%) | (38.63%) |
Total reconciliation of U.S. statutory federal income tax rate | 0.00% | 0.00% |
Income taxes (Details Narrative
Income taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Taxes Details Narrative | |
Net tax asset | $ 9,953,375 |
Operating loss carry forwards | 25,765,919 |
Valuation allowance | 9,953,375 |
Increase in the deferred tax assets | 63,845 |
Increase in valuation allowance | $ 9,889,530 |
Net operating loss carry forward expires | 2,035 |