Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 10-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | AMERICAN FIBER GREEN PRODUCTS, INC. | |
Entity Central Index Key | 1009925 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
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 Common Stock, Shares Outstanding | 17,638,556 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $105 | $29,531 |
Accounts receivable | 241,920 | |
Prepaid expenses | 1,762 | 2,349 |
Total Current Assets | 243,787 | 31,880 |
Property and equipment, net of accumulated depreciation of $56,306 and $54,352, respectively | 37,708 | 39,663 |
Notes receivable, related parties | 241,627 | 238,978 |
Interest receivable, related parties | 131,793 | 117,074 |
TOTAL ASSETS | 654,915 | 427,595 |
Current Liabilities | ||
Accounts payable | 185,633 | 177,126 |
Accrued expenses | 16,800 | 16,173 |
Deferred salaries | 962,730 | 908,331 |
Accrued interest payable | 724,239 | 713,579 |
Note payable | 85,000 | 85,000 |
Note payable, related party | 186,487 | 182,969 |
Convertible notes payable, related party | 284,500 | 284,500 |
Total Current Liabilities | 2,445,389 | 2,367,678 |
TOTAL LIABILITIES | 2,445,389 | 2,367,678 |
Stockholders' Deficit | ||
Preferred stock: 5,000,000 authorized; $0.001 par value; no shares issued and outstanding | ||
Common stock: 350,000,000 authorized; $0.001 par value 17,638,556 and 17,638,556 shares issued and outstanding | 17,638 | 17,638 |
Common stock payable | 14,450 | 14,450 |
Additional paid in capital | 3,530,458 | 3,530,458 |
Accumulated deficit | -5,353,020 | -5,502,629 |
Total Stockholders' Deficit | -1,790,474 | -1,940,083 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $654,915 | $427,595 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Accumulated depreciation | $56,306 | $54,352 |
Stockholders' Deficit | ||
Preferred stock; par value | $0.00 | $0.00 |
Preferred Stock; shares authorized | 5,000,000 | 5,000,000 |
Preferred stock; shares issued | 0 | 0 |
Preferred stock; shares outstanding | 0 | 0 |
Common stock; par value | $0.00 | $0.00 |
Common Stock; shares authorized | 350,000,000 | 350,000,000 |
Common stock; shares issued | 17,638,556 | 17,638,556 |
Common stock; shares outstanding | 17,638,556 | 17,638,556 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operation (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Consolidated Statements Of Operation | ||
Revenues | $274,625 | $164,422 |
Cost of sales | 45,998 | 72,846 |
Gross Profit | 228,627 | 91,576 |
Operating Expenses | ||
Compensation | 55,026 | 87,805 |
Professional | 2,775 | 9,222 |
General and administrative | 22,018 | 23,664 |
Total operating expenses | 79,819 | 120,691 |
Net income (loss) from operations | 148,808 | -29,115 |
Other income (expense) | ||
Interest expense | -13,918 | -15,519 |
Interest Income | 14,719 | 5,058 |
Income taxes | ||
Net income (loss) | $149,609 | ($39,576) |
BASIC AND DILUTED LOSS PER SHARE | $0 | $0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 17,638,556 | 13,563,114 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Deficit (USD $) | Common Stock | Common Stock Payable | Additional Paid-In Capital | Accumulated Deficit | Total |
Begining balance, Amount at Dec. 31, 2012 | $11,543 | $2,556,826 | ($5,102,576) | ($2,534,207) | |
Begining balance, Shares at Dec. 31, 2012 | 11,543,235 | ||||
Shares issued in exchange for services, Shares | 839,920 | ||||
Shares issued in exchange for services, Amount | 840 | 83,160 | 84,000 | ||
Options issued | 14,520 | 14,520 | |||
Net income/loss | -71,573 | -71,573 | |||
Endings balance, Amount at Dec. 31, 2013 | 12,383 | 2,654,506 | -5,174,149 | -2,507,260 | |
Endings balance, Shares at Dec. 31, 2013 | 12,383,155 | ||||
Options issued | 24,950 | 24,950 | |||
Shares exchanged for accrued interest, Shares | 2,521,008 | ||||
Shares exchanged for accrued interest, Amount | 2,521 | 297,479 | 300,000 | ||
Shares exchanged for deferred salaries, Shares | 1,836,448 | ||||
Shares exchanged for deferred salaries, Amount | 1,836 | 325,970 | 327,806 | ||
Shares exchanged for accrued interest and notes payable, Shares | 264,045 | ||||
Shares exchanged for accrued interest and notes payable, Amount | 264 | 46,868 | 47,132 | ||
Stock issued for compensation, Shares | 133,900 | ||||
Stock issued for compensation, Amount | 134 | 31,185 | 31,319 | ||
Stock issued for services | 14,450 | 14,450 | |||
Stock issued for services, Shares | 500,000 | ||||
Stock issued for services, Amount | 500 | 149,500 | 150,000 | ||
Net income/loss | -328,480 | -328,480 | |||
Endings balance, Amount at Dec. 31, 2014 | 17,638 | 14,450 | 3,530,458 | -5,502,629 | -1,940,083 |
Endings balance, Shares at Dec. 31, 2014 | 17,638,556 | ||||
Net income/loss | 149,609 | 149,609 | |||
Endings balance, Amount at Mar. 31, 2015 | $17,638 | $14,450 | $3,530,458 | ($5,353,020) | ($1,790,474) |
Endings balance, Shares at Mar. 31, 2015 | 17,638,556 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $149,609 | ($39,576) | ($328,480) | ($71,573) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 1,955 | 1,602 | ||
Stock-based compensation | 31,319 | |||
(Increase) decrease in operating assets: | ||||
Accounts receivable | -241,920 | -9,870 | ||
Non-trade receivables and other assets | -14,132 | -10,358 | ||
Increase (decrease) in operating liabilities: | ||||
Accounts payable and accrued expenses | 9,134 | -992 | ||
Deferred compensation | 54,399 | 50,000 | ||
Total adjustments | 190,564 | 61,701 | ||
Net Cash Used in Operating Activities | -40,955 | 22,125 | ||
Cash Flows from Investing Activities: | ||||
Acquisition of property and equipment | ||||
Net Cash Used in Investing Activities | ||||
Cash Flows from Financing Activities: | ||||
Related party loans, net | 869 | -30,374 | ||
Increase in interest payable to related parties | 10,660 | 15,519 | ||
Net Cash Provided by Financing Activities | 11,529 | -14,828 | ||
Net decrease (increase) in Cash and Cash Equivalents | -29,426 | 7,297 | ||
Cash and Cash Equivalents, beginning of period | 29,531 | 518 | 518 | |
Cash and Cash Equivalents, end of period | 105 | 7,815 | 29,531 | 518 |
Supplemental Disclosure Information: | ||||
Cash paid for interest | 2,550 | |||
Cash paid for taxes |
ORGANIZATION_AND_BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
1. ORGANIZATION AND BUSINESS | American Fiber Green Products, Inc. (AFBG) came into existence as a result of the following transactions: |
In March of 1993, William Amour founded Amour Hydro Press, Inc. (AHP) to conduct research and development to commercialize proprietary technology that would allow the Company to process waste fiberglass and resins into new commercially viable products. | |
In January of 1996 the Board of Directors authorized the merger of AHP with Amour Fiber Core, Inc. a Washington corporation. Each common share of Amour Hydro Press, Inc. was exchanged for 280 common shares of Amour Fiber Core, Inc. The authorized shares of Amour Fiber Core, Inc. were 5,000,000 shares. The company operated under this configuration until June 1998 when the Board of Directors approved a three for one forward split (3:1) increasing the authorized shares from 5,000,000 to 15,000,000 common shares. Amendments to the Articles of Incorporation were filed with the State of Washington. Although approved and recorded, the 3:1 forward split was not reported to the transfer agent of the Company. The resulting change in common stock was from 3,675,996 to 11,027,988 common shares issued and outstanding. | |
Within months of these actions, William Amour, founder and driving force behind the business was diagnosed with cancer and died in 1999. Attempts by the board to continue the operation of Amour Fiber Core, Inc. resulted in substantially more debt and ultimately the cessation of operations. The value of the company was in the exclusive rights to the proprietary technology, as well as the resources developed to source raw material and vendors and the ability to create viable products from waste material. There were 884 shareholders of record at the time of William Amour's passing and they remained committed to the success of the Company. The Company ceased operations in January 2000, however, management continued to search for investors to be able to restart production. | |
On September 15, 2001, after several months of discussion and negotiations, Kenneth McCleave incorporated American Leisure Products, Inc. a Florida corporation, of which he was the sole shareholder of the 100,000 issued and outstanding shares for the purpose of merger with Amour Fiber Core, Inc. The terms and conditions of said merger included Mr. McCleave's assistance in resolution of a number of problems restricting Amour. Litigation with the landlord and disgruntled note holders threatened the collapse of the Company unless amicable resolution was achieved. The terms of the merger were established and the concerns were resolved over the subsequent 24 months. | |
In May of 2004, following appropriate shareholder consent and board action, Amour Fiber Core, Inc. (Washington) merged with a newly formed Nevada corporation of the same name and with the same issued and outstanding shares 11,027,988. Amour Fiber Core, Inc. (Nevada) has authorized 350,000,000 common and 5,000,000 preferred shares. | |
On May 24, 2004, Amour Fiber Core, Inc. (Nevada) then entered into an Agreement and Plan of Merger with American Leisure Products, Inc., a Florida corporation with a total issued and outstanding 100,000 common shares. A 1:6 reverse split of the Amour Fiber Core, Inc. shares held by the AFC shareholders reduced the issued and outstanding common shares of AFC (Nevada) from 11,027,988 to 1,837,998. The merger called for each share of ALP to convert to 73.52 shares of Amour Fiber Core, Inc. (Nevada). The sole shareholder of ALP received 7,352,000 shares of Amour Fiber Core, Inc. (Nevada) in the merger (i.e. a conversion ratio of 73.52:1). Following this transaction, Amour Fiber Core, Inc. (Nevada) had 9,189,998 shares outstanding. | |
Following this merger and in keeping with the Shareholder Consent and subsequent board action, the name of Amour Fiber Core, Inc. (Nevada) was changed to American Fiber Green Products, Inc. American Leisure Products, Inc. (a Florida corporation) became a wholly owned subsidiary of American Fiber Green Products, Inc. The assets and opportunities of American Fiber Green Products, Inc. (f/k/a Amour Nevada and Amour Washington) were moved to a newly formed, Amour Fiber Core, Inc., (a Florida Corporation) as a wholly owned subsidiary. The resulting structure is American Fiber Green Products, Inc. (Nevada) holding 100% of the stock of American Leisure Products, Inc. (Florida) and Amour Fiber Core, Inc. (Florida). |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
2. GOING CONCERN | The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company's continued existence is dependent upon the Company's ability to obtain additional debt and/or equity financing. The Company has incurred losses since inception, has an accumulated deficit, and negative cash flows from operating activities. These factors raise substantial doubt about the ability of the Company to continue as a going concern. |
The Company anticipates beginning construction of a pilot plant within the next 12 months and expects to complete the project and to begin production of scrapped fiberglass reclamation as a raw material within the next 24 months. Although the cost of construction is not readily determinable, the Company estimates the cost to be approximately $550,000 for the pilot plant and as much as $1.6M for a full function plant. Management plans to raise additional funds through the sale of sub-licensing agreements, project financings or through future sales of their common stock, until such time as the Company's revenues are sufficient to meet its cost structure, and ultimately achieve profitable operations. There is no assurance that the Company will be successful in raising additional capital or achieving profitable operations. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
FINANCIAL_STATEMENTS_AND_SUMMA
FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||
Mar. 31, 2015 | |||
Notes to Financial Statements | |||
3. FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three months ended March 31, 2015 and 2014, (b) the financial position at March 31, 2015 and December 31, 2014, and (c) cash flows for the three months ended March 31, 2015 and 2014, have been made. | ||
The unaudited financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the fiscal year ended December 31, 2014. The results of operations for the three months ended March 31, 2015 and 2014 are not necessarily indicative of those to be expected for the entire year. | |||
The accompanying consolidated financial statements include the activity of the Company and its wholly owned subsidiaries. All inter-company transactions have been eliminated in consolidation. | |||
Basis of Presentation | |||
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 2 regarding the assumption that the Company is a “going concern”). | |||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of American Fiber Green Products and its wholly-owned subsidiaries, American Leisure Products, Inc. (Florida) and Amour Fiber Core, Inc. (Florida). All material intercompany accounts and transactions are eliminated in consolidation. The year end for the Company and its subsidiaries is December 31. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||
Financial Instruments | |||
The Company’s balance sheet includes certain financial instruments, which include cash, accounts receivable, notes receivable, interest receivable, accounts payable, accrued expenses, and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. | |||
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities | ||
· | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
· | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. | |||
Cash and Cash Equivalents | |||
The majority of cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At March 31, 2015 and December 31, 2014, there were no cash equivalents. | |||
Property and Equipment | |||
Property and equipment are stated at cost and are depreciated over their estimated useful lives. Depreciation is currently recorded as Marketing, General and Administrative expense. At such time as assets are transferred to revenue generating production, their associated depreciation will be recorded as Cost of Sales. Property and equipment consist of mold tooling, with estimated useful lives of 10 years, and equipment, with estimated lives of 5 years. | |||
Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented. | |||
Revenue Recognition | |||
The Company recognizes revenues from 1) tipping fees in the acquisition of scrap fiberglass, 2) sale of products produced with reclaimed fiberglass, 3) fees charged for licensing and installation of the proprietary reclamation and manufacturing processes, 4) royalties charged to licensees for revenues generated by using our licensed processes, 5) sales of other fiberglass products (reproduction cars, boats). Revenue is recorded when products and services are provided to the customer. | |||
Stock Based Compensation | |||
In December 2004, the FASB issued FASB ASC No. 718, Compensation – Stock Compensation (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. | |||
Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB ASC 718. FASB ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505. | |||
Advertising | |||
The costs of advertising are expensed as incurred. Advertising expense was $0 for each of the three months ended March 31, 2015 and 2014. | |||
Research and Development Costs | |||
Project development costs are expensed as incurred. The cost of equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the development, engineering, and marketing expenses related to the Company's fiberglass reclamation process and associated product development. | |||
Deferred Income Taxes and Valuation Allowance | |||
The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of March 31, 2015 and 2014. | |||
Earning / Loss per Share | |||
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. The Company presents basic loss per share ("EPS") and diluted EPS on the face of the consolidated statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. | |||
Recently Issued Accounting Pronouncements | |||
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. |
NOTES_RECEIVABLE
NOTES RECEIVABLE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
4. NOTES RECEIVABLE | The Company has made loans to several companies, both owned by officers and stockholders of the Company and to unrelated parties. The purpose of these loans was to invest in other fiberglass manufacturing businesses in order to facilitate the development and production of fiberglass products. The Company does not expect repayment of these amounts to occur during the next 12 months. | ||||||||
Notes receivable are made up of the following as of March 31: | |||||||||
2015 | 2014 | ||||||||
Note receivable, related party, 10% interest, past maturity | $ | 53,599 | $ | 53,599 | |||||
Note receivable, related party, 10% interest, past maturity | 20,253 | 20,253 | |||||||
Note receivable, related party, 8% interest, past maturity | 14,700 | 14,700 | |||||||
Note receivable, related party, 8% interest, past maturity | 3,000 | 3,600 | |||||||
Note receivable, related party, 8% interest | 150,075 | 143,613 | |||||||
$ | 241,627 | $ | 235,165 | ||||||
Less Current Portion | - | - | |||||||
Based on rates and terms of the notes, the Company has recognized $14,719 and $5,058 of interest income for the months ended March 31, 2015 and 2014, respectively. The accumulated interest receivable, under these notes, is $131,793 and $117,074 as of March 31, 2015 and December 31, 2014, respectively. | |||||||||
The above related party transactions are not necessarily indicative of the terms and amounts that would have been incurred had comparable agreements been made with independent parties. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
5. RELATED PARTY TRANSACTIONS | The Company is currently operating in a facility leased and operated by Tampa Fiberglass Inc. (TFI). TFI is owned by Ken McCleave, Chairman of AFGP. No occupancy cost has been charged to AFGP by TFI during 2014 or 2013. There is no assurance that this favorable treatment will continue in the future if AFGP begins to facilitate operations at that site. |
The Company entered into an employment agreement with a key employee. The employment agreement is for a period of three years, with prescribed percentage increases beginning in 2007. Increases for 2007 and 2008 were waived. A 5% increase was effective 1/1/09 for a total annual rate under the employment agreement of $63,000. The employment contract has been continued without change, on agreement with parties involved, and is expected to be renewed in 2013. The Company expects to renegotiate the terms and conditions of the contract. Compensation is currently accrued (see footnote “Deferred Wages”), as specified within the terms of the employment contract. The contract specifies minimum bonus of $15,000 (other than minimum is at discretion of the Board of Directors) and annual options (100,000 options, effective June 1st, at a strike price of average closing price of prior month). Both the bonus and options were waved in prior years, due to lack of revenue producing activity. Effective January 1, 2014, the Board of Director’s approved an increase in annual salary to $100,000. | |
The Company also entered into an employment contract with another key employee on January 1, 2014 under like terms and conditions including a $100,000 salary. Specifics will be determined by the Compensation Committee and approved by the Board of Directors. | |
The above related party transactions are not necessarily indicative of the terms and amounts that would have been incurred had comparable agreements been made with independent parties. |
DEFERRED_SALARIES
DEFERRED SALARIES | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
6. DEFERRED SALARIES | The Company has accrued salaries owed to four individuals. Three of the individuals' employment contracts are expired. All balances due are fixed without any interest or other escalating cost. The Company does not expect to make any payments on these deferred wages during the next twelve months, but the balances are classified as current liabilities. An S-8 registration will be filed in the second quarter of 2014 to register common stock for the conversion of a portion of the accrued debt to equity. |
Deferred wages are $962,730 and $908,331 as of March 31, 2015 and December 31, 2014, respectively. |
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
7. CONVERTIBLE NOTES PAYABLE | The Company has issued convertible notes payables to the following individuals: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Three notes payable to Robert Chipala or assigns dated June 4, 1998, July 10, 1999 and December 11, 1999, interest rate at 10.5%, 10.5% and 0% respectively principle and interest payable on demand, convertible to common stock at $0.05 per share. | 133,000 | 133,000 | |||||||
One note payable to Gerald Rau or assigns, dated 4/1/2000, interest rate at 8.75%, past due and convertible to common stock at $0.05 per share | 101,500 | 101,500 | |||||||
Three notes payable to Les Smyth or assigns, dated September 15, 1998, June 14, 1999 and June 14, 1999, interest rates at 14%, past due and convertible to common stock at $0.05 per share | 50,000 | 50,000 | |||||||
Total convertible notes | 284,500 | 284,500 | |||||||
The Company acquired the above notes as of the date of merger, May 24, 2004. In the negotiations, the original notes were modified to include a conversion feature, in exchange for indefinitely extending the payment date. At the time of the debt modification, the conversion rate was based on the then fair market value of the stock. The Company examined the agreement and based on calculations determined that there was no beneficial conversion at that time, as the face value was equivalent to the conversion. The Conversion feature was extended to interest accrued, through the date of the modification only. | |||||||||
The loans are convertible into shares of common stock at a rate of $.05 per share, the then fair market value of the shares. The total original amount of the loans still outstanding at March 31, 2015 is $284,500 plus previously accrued interest of $222,655, through the date of modification. The total common shares, if converted, would be approximately 10,143,000 shares as of March 31, 2015. | |||||||||
As of March 31, 2015 and December 31, 2014, the above notes had accrued interest payable of $367,676 and $360,721, respectively. |
NOTES_PAYABLE_RELATED_PARTIES
NOTES PAYABLE - RELATED PARTIES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes to Financial Statements | |||||||||
8. NOTES PAYABLE - RELATED PARTIES | Related party notes payables are due to PAC (Public Acquisition Company (a wholly owned business of Kenneth McCleave and Daniel Hefner), Nimble Boat Works (a wholly owned business of Kenneth McCleave), and Daniel L. Hefner (President and Chief Executive Officer of AFGP) for cash advances made to AFGP. | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Eight notes payable Due to PAC, dated May 14, 2004, through December 2012, interest rates at 10% and 8%, principle and interest due on demand | $ | 196,806 | $ | 204,431 | |||||
Two notes payable to Due to Nimble Boat Works, interest rate at 8% payable on demand | (18,630 | ) | (18,630 | ) | |||||
Three notes to Due to Dan Hefner, interest rate at 8%, payable on demand | (6,399 | ) | (17,251 | ) | |||||
Four notes to Due to Kenneth McCleave, interest rate at 8%, payable on demand | 14,710 | 14,419 | |||||||
Total other long-term payables | $ | 186,487 | $ | 182,969 | |||||
On February 20, 2014, the Company exchanged 2,521,008 shares of common stock for $300,000 of accrued interest. | |||||||||
Interest accrued on the above loans is $356,563 and $352,858 at March 31, 2015 and December 31, 2014, respectively. | |||||||||
On April 7, 2014, the Company filed an S-8 registering and issuing 2,100,493 shares of common stock for the purpose of converting $374,938 of debt outstanding. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Notes to Financial Statements | |
9. COMMITMENTS AND CONTINGENCIES | The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of March 31, 2015. |
The Company's operations are subject to production of a new processing technology. Significant technical and regulatory changes can have a dramatic effect on product opportunities. Design and development of new processes are critical elements to achieve and maintain profitability in the Company's new industry segment. | |
The Company operates under several storage leases for its operations. Currently, all arrangements have been made on a month to month basis. Terms are expected to be defined upon the production at those sights. | |
The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company's financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. | |
In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
FINANCIAL_STATEMENTS_AND_SUMMA1
FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||
Mar. 31, 2015 | |||
Financial Statements And Summary Of Significant Accounting Policies Policies | |||
Basis of Presentation | The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 2 regarding the assumption that the Company is a “going concern”). | ||
Principles of Consolidation | The consolidated financial statements include the accounts of American Fiber Green Products and its wholly-owned subsidiaries, American Leisure Products, Inc. (Florida) and Amour Fiber Core, Inc. (Florida). All material intercompany accounts and transactions are eliminated in consolidation. The year end for the Company and its subsidiaries is December 31. | ||
Use of Estimates | The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||
Financial Instruments | The Company’s balance sheet includes certain financial instruments, which include cash, accounts receivable, notes receivable, interest receivable, accounts payable, accrued expenses, and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. | ||
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities | ||
· | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
· | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. | |||
Cash and Cash Equivalents | The majority of cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At March 31, 2015 and December 31, 2014, there were no cash equivalents. | ||
Property and Equipment | Property and equipment are stated at cost and are depreciated over their estimated useful lives. Depreciation is currently recorded as Marketing, General and Administrative expense. At such time as assets are transferred to revenue generating production, their associated depreciation will be recorded as Cost of Sales. Property and equipment consist of mold tooling, with estimated useful lives of 10 years, and equipment, with estimated lives of 5 years. | ||
Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented. | |||
Revenue Recognition | The Company recognizes revenues from 1) tipping fees in the acquisition of scrap fiberglass, 2) sale of products produced with reclaimed fiberglass, 3) fees charged for licensing and installation of the proprietary reclamation and manufacturing processes, 4) royalties charged to licensees for revenues generated by using our licensed processes, 5) sales of other fiberglass products (reproduction cars, boats). Revenue is recorded when products and services are provided to the customer. | ||
Stock Based Compensation | In December 2004, the FASB issued FASB ASC No. 718, Compensation – Stock Compensation (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. | ||
Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB ASC 718. FASB ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505. | |||
Advertising | The costs of advertising are expensed as incurred. Advertising expense was $0 for each of the three months ended March 31, 2015 and 2014. | ||
Research and Development Costs | Project development costs are expensed as incurred. The cost of equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the development, engineering, and marketing expenses related to the Company's fiberglass reclamation process and associated product development. | ||
Deferred Income Taxes and Valuation Allowance | The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of March 31, 2015 and 2014. | ||
Earning / Loss per Share | The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. The Company presents basic loss per share ("EPS") and diluted EPS on the face of the consolidated statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. | ||
Recently Issued Accounting Pronouncements | From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. |
NOTES_RECEIVABLE_Tables
NOTES RECEIVABLE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Receivable Tables | |||||||||
Notes Receivable | Notes receivable are made up of the following as of March 31: | ||||||||
2015 | 2014 | ||||||||
Note receivable, related party, 10% interest, past maturity | $ | 53,599 | $ | 53,599 | |||||
Note receivable, related party, 10% interest, past maturity | 20,253 | 20,253 | |||||||
Note receivable, related party, 8% interest, past maturity | 14,700 | 14,700 | |||||||
Note receivable, related party, 8% interest, past maturity | 3,000 | 3,600 | |||||||
Note receivable, related party, 8% interest | 150,075 | 143,613 | |||||||
$ | 241,627 | $ | 235,165 | ||||||
Less Current Portion | - | - |
CONVERTIBLE_NOTES_PAYABLE_Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Convertible Notes Payable Tables | |||||||||
Convertible notes payables | The Company has issued convertible notes payables to the following individuals: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Three notes payable to Robert Chipala or assigns dated June 4, 1998, July 10, 1999 and December 11, 1999, interest rate at 10.5%, 10.5% and 0% respectively principle and interest payable on demand, convertible to common stock at $0.05 per share. | 133,000 | 133,000 | |||||||
One note payable to Gerald Rau or assigns, dated 4/1/2000, interest rate at 8.75%, past due and convertible to common stock at $0.05 per share | 101,500 | 101,500 | |||||||
Three notes payable to Les Smyth or assigns, dated September 15, 1998, June 14, 1999 and June 14, 1999, interest rates at 14%, past due and convertible to common stock at $0.05 per share | 50,000 | 50,000 | |||||||
Total convertible notes | 284,500 | 284,500 |
NOTES_PAYABLE_RELATED_PARTIES_
NOTES PAYABLE - RELATED PARTIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Payable - Related Parties Tables | |||||||||
Notes Payable | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Eight notes payable Due to PAC, dated May 14, 2004, through December 2012, interest rates at 10% and 8%, principle and interest due on demand | $ | 196,806 | $ | 204,431 | |||||
Two notes payable to Due to Nimble Boat Works, interest rate at 8% payable on demand | (18,630 | ) | (18,630 | ) | |||||
Three notes to Due to Dan Hefner, interest rate at 8%, payable on demand | (6,399 | ) | (17,251 | ) | |||||
Four notes to Due to Kenneth McCleave, interest rate at 8%, payable on demand | 14,710 | 14,419 | |||||||
Total other long-term payables | $ | 186,487 | $ | 182,969 |
FINANCIAL_STATEMENTS_AND_SUMMA2
FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Financial Statements And Summary Of Significant Accounting Policies Details Narrative | ||
Advertising Expense | $0 | $0 |
NOTES_RECEIVABLE_Details
NOTES RECEIVABLE (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Note receivable, related party | $241,627 | $235,165 |
Less Current Portion | ||
10% Interest, Past Maturity [Member] | ||
Note receivable, related party | 53,599 | 53,599 |
10% Interest, Past Maturity One [Member] | ||
Note receivable, related party | 20,253 | 20,253 |
8% Interest, Past Maturity [Member] | ||
Note receivable, related party | 14,700 | 14,700 |
8% Interest, Past Maturity One [Member] | ||
Note receivable, related party | 3,000 | 3,600 |
8% Interest [Member] | ||
Note receivable, related party | $150,075 | $143,613 |
NOTES_RECEIVABLE_Details_Narra
NOTES RECEIVABLE (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Notes Receivable Details Narrative | ||
Interest income | $14,719 | $5,058 |
Accumulated interest receivable | $131,793 | $117,074 |
DEFERRED_SALARIES_Details_Narr
DEFERRED SALARIES (Details Narrative) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Deferred Salaries Details Narrative | ||
Deferred wages | $962,730 | $908,331 |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Total convertible notes | $284,500 | $284,500 |
Three notes payable to Robert Chlipala [Member] | ||
Total convertible notes | 133,000 | 133,000 |
One note payable to Gerald Rau [Member] | ||
Total convertible notes | 101,500 | 101,500 |
Three notes payable to Les Smyth [Member] | ||
Total convertible notes | $50,000 | $50,000 |
CONVERTIBLE_NOTES_PAYABLE_Deta1
CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Convertible Notes Payable Details Narrative | ||
Original amount of the loans | $284,500 | |
Previous accrued interest | 222,655 | |
Common shares, converted | 10,143,000 | |
Accrued interest payable | $367,676 | $360,721 |
NOTES_PAYABLE_RELATED_PARTIES_1
NOTES PAYABLE - RELATED PARTIES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Total other long-term payables | $186,487 | $182,969 |
Eight notes payable Due to PAC, dated May 14, 2004, through December 2012, interest rates at 10% and 8%, principle and interest due on demand | ||
Total other long-term payables | 196,806 | 204,431 |
Two notes payable to Due to Nimble Boat Works, interest rate at 8% payable on demand | ||
Total other long-term payables | -18,630 | -18,630 |
Three notes to Due to Dan Hefner, interest rate at 8%, payable on demand | ||
Total other long-term payables | -6,399 | -17,251 |
Four notes to Due to Kenneth McCleave, interest rate at 8%, payable on demand | ||
Total other long-term payables | $14,710 | $14,419 |
NOTES_PAYABLE_RELATED_PARTIES_2
NOTES PAYABLE - RELATED PARTIES (Details Narrative) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Notes Payable - Related Parties Details Narrative | ||
Interest accrued | $356,563 | $352,858 |