Fuel Performance Solutions (IFUE) 10-Q 14 Nov 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 14, 2014
Document And Entity Information	'	'
Entity Registrant Name	'FUEL PERFORMANCE SOLUTIONS, INC.	'
Entity Central Index Key	'0001078723	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
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 Common Stock, Shares Outstanding	'	202,675,382
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2014	'

BALANCE_SHEETS_Unaudited

BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current assets	'	'
Cash and cash equivalents	$899,806	$216,913
Accounts receivable	313,665	10,781
Inventory	44,205	33,784
Deferred financing cost	153,673	'
Prepaid expenses and other assets	102,511	28,284
Total Current Assets	1,513,860	289,762
Goodwill	2,211,805	2,211,805
Total assets	3,725,665	2,501,567
Current liabilities	'	'
Accounts payable	363,544	350,984
Accrued compensation	730,692	742,465
Note payable to a related party	'	550,000
Deferred revenue	'	2,998,242
Derivative liability	639,637	'
Other accrued expenses	190,000	190,000
Other current liabilities	8,332	'
Total current liabilities	1,932,205	4,831,691
Convertible note payable, net of discount of $661,575 and $0, respectively	488,425	'
Accrued interest	12,352	'
Deferred rent	10,752	12,573
Deferred income taxes	771,000	723,000
Total Long-term Liabilities	1,282,529	735,573
Total Liabilities	3,214,734	5,567,264
Commitments and contingencies	'	'
Stockholders' equity (deficit)	'	'
Common stock, $0.01 par value; 350,000,000 and 250,000,000 shares authorized; 202,675,382and 158,280,604 (net of 1,440,000 shares held in treasury) shares issued and outstanding atSeptember 30, 2014 and December 31, 2013, respectively	2,041,154	1,597,206
Treasury stock	-664,600	-664,600
Discount on common stock	-819,923	-819,923
Additional paid-in capital	71,709,326	67,949,067
Accumulated deficit	-71,755,026	-71,127,447
Total stockholders' equity (deficit)	510,931	-3,065,697
Total liabilities and stockholders' equity (deficit)	$3,725,665	$2,501,567

BALANCE_SHEETS_Parenthetical

BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Balance Sheets Parenthetical	'	'
Convertible note payable, net of discount	$661,575	$0
Common stock, par value	$0.01	$0.01
Common stock, shares authorized	350,000,000	250,000,000
Common stock, shares issued	202,675,382	158,280,604
Common stock, shares outstanding	202,675,382	158,280,604
Treasury stock, shares	1,440,000	1,440,000

STATEMENTS_OF_OPERATIONS_Unaud

STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statements Of Operations	'	'	'	'
Net Revenues	$677,105	$59,463	$1,506,198	$384,289
Operating expenses:	'	'	'	'
Cost of operations	-440,965	-33,213	-1,073,505	-305,786
Selling, general and administrative expense	-434,059	-313,362	-3,561,484	-1,131,707
Gain on accounts payable write off	59,899	'	59,899	'
Gain on deferred revenue write off	'	'	2,998,242	'
Total operating expenses	-815,125	-346,575	-1,576,848	-1,437,493
Net loss from operations	-138,020	-287,112	-70,650	-1,053,204
Interest income (expense), net	-54,193	17	-54,020	79
Gain (loss) on derivative liability	234,591	'	-67,409	'
Loss on conversion of debt from a related party	'	'	-387,500	'
Net income (loss) before income taxes	42,378	-287,095	-579,579	-1,053,125
Income tax provision	16,000	16,000	48,000	48,000
Net income (loss)	$26,378	($303,095)	($627,579)	($1,101,125)
Basic and diluted net income (loss) per common share	$0	$0	$0	($0.01)
Weighted-average common shares outstanding, basic	202,675,382	135,467,960	194,309,478	130,725,783
Weighted-average common shares outstanding, diluted	218,479,480	135,467,960	194,309,478	130,725,783

STATEMENT_OF_STOCKHOLDERS_EQUI

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (USD $)	Common Stock	Treasury Stock	Discount on Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2013	$1,597,206	($664,600)	($819,923)	$67,949,067	($71,127,447)	($3,065,697)
Beginning Balance, Shares at Dec. 31, 2013	159,720,604	'	'	'	'	'
Issuance of stock for cash	318,948	'	'	508,776	'	827,724
Issuance of stock for cash, Shares	31,894,778	'	'	'	'	'
Issuance of stock for conversion of debt	125,000	'	'	812,500	'	937,500
Issuance of stock for conversion of debt, Shares	12,500,000	'	'	'	'	'
Expense relating to stock option grants	'	'	'	2,438,983	'	2,438,983
Net loss	'	'	'	'	-627,579	-627,579
Ending Balance, Amount at Sep. 30, 2014	$2,041,154	($664,600)	($819,923)	$71,709,326	($71,755,026)	$510,931
Ending Balance, Shares at Sep. 30, 2014	204,115,382	'	'	'	'	'

STATEMENTS_OF_CASH_FLOWS_Unaud

STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:	'	'
Net loss	($627,579)	($1,101,125)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Non-cash stock-based compensation	'	16,875
Non-cash option expense	2,438,983	'
Gain on deferred revenue write off	-2,998,242	'
Loss on conversion of debt from a related party	387,500	'
Income tax provision	48,000	48,000
Loss on derivative liability	67,409	'
Gain on writeoff of accounts payable	-59,899	'
Amortization of debt discount	31,103	'
Amortization of deferred financing cost	10,877	'
Change in assets and liabilities:	'	'
Accounts receivable	-302,884	85,043
Inventory	-10,421	25,297
Prepaid expenses and other assets	-74,227	4,568
Accounts payable	72,459	63,624
Accrued compensation	-11,773	153,357
Accrued interest payable	12,352	'
Deferred rent	-1,821	-1,032
Net cash used in operating activities	-1,018,163	-705,393
Cash flows from financing activities:	'	'
Gross proceeds from issuance of convertible note	1,000,000	'
Proceeds from issuance of note payable to related parties	'	350,000
Principal payments on debt due to related party	'	-100,000
Deposits received for stock purchase	8,332	'
Payments made for deferred financing cost	-135,000	'
Proceeds from issuance of common stock	827,724	466,114
Net cash provided by financing activities	1,701,056	716,114
Net increase in cash and cash equivalents	682,893	10,721
Cash and cash equivalents, beginning	216,913	51,346
Cash and cash equivalents, ending	899,806	62,067
Supplemental disclosure of cash flow information:	'	'
Cash paid during the nine months ended September 30: Interest	'	'
Cash paid during the nine months ended September 30: Income taxes	'	'
Non-cash transactions:	'	'
Conversion of related party notes to common stock	550,000	'
Debt discount due to derivative liability	295,773	'
Debt discount due to warrant issued with convertible note	246,905	'
Convertible note original issuance cost	150,000	'
Deferred financing cost due to derivative liability for warrant	$29,550	'

Basis_of_Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2014
Basis Of Presentation	'
Note 1 - Basis of Presentation	'
	The interim financial statements included herein have been prepared by Fuel Performance Solutions, Inc. (formerly known as International Fuel Technology, Inc.) (“FPS,” “we” or the “Company,”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.
	These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Interim results are not necessarily indicative of results for a full year. We suggest that these financial statements be read in conjunction with the financial statements and notes thereto included in the comprehensive annual report on Form 10-K for the years ended December 31, 2013 and 2012 and the quarterly periods ended March 31, 2013, June 30, 2013 and September 30, 2013, filed with the SEC on May 15, 2014. We follow the same accounting policies in preparation of interim reports as we do in our annual reports.

Substantial_Doubt_About_Abilit

Substantial Doubt About Ability to Continue as a Going Concern	9 Months Ended
	Sep. 30, 2014
Substantial Doubt About Ability To Continue As Going Concern	'
Note 2 - Substantial Doubt About Ability to Continue as a Going Concern	'
	Our financial statements are presented on the going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have incurred significant losses since inception and currently have, and previously from time to time have had, limited funds with which to operate. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Management is in the process of executing a strategy based upon marketing technologies that offer enhanced engine performance and greater fuel economy along with pollution control benefits. We have several technologies in the commercialization phase and in development. We have received necessary regulatory approvals for our products currently in the commercialization phase. We are selling our products directly to the commercial marketplace. We expect to increase our sales to the marketplace, eventually generating a level of revenues sufficient to meet our cash flow and earnings requirements. Until such time, we are dependent on external sources of capital to help fund the operations of the Company.
	During the third quarter of 2014, we raised funds with the issuance of a convertible note. We have been funded since inception primarily by unregistered sales of Company restricted stock, generally to existing shareholders. We believe we still have access to capital from existing shareholders and in addition, management is in the process of executing a plan that we believe will provide us with sufficient funds to allow us to operate through the end of the third quarter of 2015. However, we can make no assurances that additional capital will be available to us from either of these sources. Therefore, if we are unable to secure additional capital, we will need to curtail operations.
	The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of FPS to continue as a going concern.

Significant_Accounting_Policie

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2014
Significant Accounting Policies	'
Note 3 - Significant Accounting Policies	'
	Derivative Financial Instruments
	The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in our statements of operations. For stock-based derivative financial instruments, the Company uses a Lattice Model option pricing model, in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) ASC 815-15, “Derivatives and Hedging,” to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in our balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
	Fair Value of Financial Instruments
	The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
	Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
	Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
	Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
	The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2014, and December 31, 2013:
	Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total
	30-Sep-14
	Derivative liability	$	-	$	-	$	639,637	$	639,637
	31-Dec-13
	Derivative liability	$	-	$	-	$	-	$	-

Stockholders_Equity_Deficit

Stockholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2014
Stockholders Equity Deficit	'
Note 4 - Stockholders' Equity (Deficit)	'
	On May 22, 2014, we filed a certificate of amendment to our Articles of Incorporation increasing the number of our authorized shares from 250,000,000 to 350,000,000 shares with the Nevada Secretary of State.
	Non-cash stock-based compensation expense recorded in the three and nine months ended September 30, 2014 and September 30, 2013 is as follows:
		Three Months Ended			Three Months Ended		Nine Months		Nine Months
		September 30,			September 30,		Ended		Ended
		2014			2013		September 30,		September 30,
							2014		2013
	Awards to employees	$	71,191		$	-	$	2,355,669	$	-
	Awards to non-employees		-			-		83,314		16,875
	Total non-cash stock-based compensation expense	$	71,191		$	-	$	2,438,983	$	16,875
	Employee and Director awards
	During the three months ended September 30, 2014, we did not issue any options to employees or Directors for Director-related services.
	During the three months ended June 30, 2014, we issued 10,000,000 options to employees and 5,000,000 options to Directors for Director-related services.
	During the three months ended March 31, 2014, we issued 12,401,200 options to employees and 2,624,800 options to Directors for Director-related services. These option grants were issued in conjunction with the cancellation of 7,070,400 options that had previously been issued to employees and Directors.
	No stock options were granted to employees or to Directors for Director-related services during the nine months ended September 30, 2013.
	During the three months ended September 30, 2014, 100,000 options previously granted to a non-employee Director expired. During the three months ended March 31, 2014, 20,000 options previously granted to an employee expired. These options had vested before expiration.
	The following tables summarize information about stock options issued to employees and Directors during the nine months ended September 30, 2014:
		Shares			Weighted-average exercise price		Weighted-average exercise life		Intrinsic value
	Outstanding at December 31, 2013		9,489,120		$	0.41		1.06	$	-
	Granted		30,026,000		$	0.1		4.49
	Cancelled		(7,070,400	)	$	0.39		-
	Expired		(120,000	)	$	0.25		-
	Outstanding at September 30, 2014		32,324,720		$	0.13		4.19	$	671,031
	Options exercisable at September 30, 2014		28,991,386		$	0.13		4.16
	Options exercisable at December 31, 2013		9,489,120		$	0.41		1.06
	The following table provides the primary assumptions used to value employee and Director non-cash stock-based compensation for the nine months ended September 30, 2014:
		For the Nine Months Ended September 30, 2014
	Weighted-average fair value of options granted	$	0.09
	Weighted-average assumptions:
	Risk-free interest rate		0.65	%
	Dividend yield		-
	Expected volatility		1.09
	Expected option life (years)		2.58
	Non-employee awards
	During the three months ended September 30, 2014, we did not issue any options to non-employee consultants for services.
	During the three months ended June 30, 2014, we did not issue any options to non-employee consultants for services.
	During the three months ended March 31, 2014, we issued 1,555,000 options to non-employee consultants for services. These option grants were issued in conjunction with the cancellation of 1,352,000 options that had previously been issued to a non-employee.
	No stock options were granted to non-employee consultants for services during the nine months ended September 30, 2013.
	During the three months ended June 30, 2014, 1,015,600 options previously granted to non-employee consultants for services expired. 1,010,400 of these options had vested before expiration.
	During the three months ended March 31, 2014, 1,000,000 options previously granted to non-employee consultants for services expired. These options had vested before expiration.
	Services performed by non-employees who were granted options include product/distribution consulting and investor relations related services. The weighted-average fair value for such options that have had a fair value calculation applied ($0.05 for the nine months ended September 30, 2014) was estimated at the date of grant using a Black-Scholes option pricing model. The following weighted-average assumptions were used for the first quarter of 2014 grants: risk-free interest rate of 1.08%, volatility factor of 1.03, and a weighted-average expected life of the option of approximately 3.68 years.
	The following table summarizes information about stock options issued to non-employees during the nine months ended September 30, 2014:
		Shares			Weighted-average exercise price		Weighted-average exercise life		Intrinsic value
	Outstanding at December 31, 2013		4,137,599		$	0.46		0.73	$	-
	Granted		1,555,000		$	0.08		2.99
	Cancelled		(1,352,000	)	$	0.48		-
	Expired		(2,015,600	)	$	0.47		-
	Outstanding at September 30, 2014		2,324,999		$	0.19		2.26	$	24,500
	Options exercisable at September 30, 2014		2,324,999		$	0.19		2.26
	Options exercisable at December 31, 2013		4,132,399		$	0.46		0.73
	Sales of common stock
	During the three months ended June 30, 2014, we received proceeds of $226,284 for the sale of 5,391,795 restricted shares of our common stock to a small group of accredited investors. We also received $8,332 in funds as deposits to be applied to the purchase of 83,316 restricted shares of common stock.
	During the three months ended March 31, 2014, we received proceeds of $601,440 for the sale of 26,502,983 restricted shares of our common stock to a small group of accredited investors.
	See Note 5 – Equity Commitment and Related Party Transactions for a description of other equity transactions FPS effected during the nine months ended September 30, 2014.

Equity_Commitment_and_Related_

Equity Commitment and Related Party Transactions	9 Months Ended
	Sep. 30, 2014
Equity Commitment And Related Party Transactions	'
Note 5 - Equity Commitment and Related Party Transactions	'
	Effective December 11, 2007, we received an investment commitment from Rex Carr, a Director of FPS and a holder of over 5% of our common stock. Pursuant to the terms of the commitment, Mr. Carr has agreed to invest up to an aggregate of $1,000,000 in FPS, at such time or times as we may request, in the form of a purchase or purchases of restricted common stock of FPS. FPS may elect to draw from the commitment at one time or from time to time; provided, however, that the aggregate of such draws may not exceed $1,000,000. If and when we elect to utilize available commitment funds, we will issue to Mr. Carr that number of shares of restricted common stock of FPS equal to the value of the investment then provided to FPS. The number of shares to be issued will be calculated based on the closing price of our common stock as quoted on OTC Market Group’s OTC Pink marketplace on the date of the sale. There is no stipulation regarding the duration of this commitment. As of September 30, 2014, $500,000 remains available under this equity commitment.
	As of December 31, 2013, the Company owed $500,000 to Mr. Carr. The terms of the loans associated with this cumulative loan balance did not require the payment of interest and did not require repayment of the principal by a certain date. On February 6, 2014, FPS issued 10,000,000 restricted shares of Company common stock in exchange for the cancellation of this note payable from a related party in the aggregate (face amount) of $500,000. This conversion of notes payable from a related party to restricted shares of the Company’s common stock was treated separately from the equity commitment in place with Mr. Carr.
	On February 4, 2013, David B. Norris, a Director of FPS, loaned us $50,000. The terms of this loan did not require the payment of interest and did not require repayment of the principal by a certain date. This loan was converted to 2,500,000 shares of the Company’s common stock on February 6, 2014.
	In conjunction with the conversion of Mr. Carr’s and Mr. Norris’ notes payable from a related party to equity, FPS recorded a $387,500 loss on the conversion of related party notes to our income statement during the nine months ended September 30, 2014.

Convertible_Note_Payable

Convertible Note Payable	9 Months Ended
	Sep. 30, 2014
Convertible Note Payable	'
Note 6 - Convertible Note Payable	'
	On August 22, 2014 (the “Closing Date”), FPS closed a financing transaction by entering into a Securities Purchase Agreement dated August 22, 2014 (the “Securities Purchase Agreement”) with certain funds and investors signatory to such Securities Purchase Agreement (the “Purchasers”) for an aggregate subscription amount of $1,000,000 (the “Purchase Price”). Pursuant to the Securities Purchase Agreement, FPS issued the following to the Purchasers: (i) 10% Convertible Promissory Notes with an aggregate principal amount of $1,150,000 (the “Notes”), and (ii) warrants to purchase an aggregate of 6,666,667 shares of the Company’s common stock, par value $0.01 per share, for an exercise price of $0.12 per share for a period of five (5) years from the effective date of the registration statement (the “Warrants”).
	The Company recorded $150,000 of original issuance cost related to this transaction, which we have recorded as debt discount.
	The terms of the Notes and the Warrants are as follows:
	10% Convertible Promissory Notes
	The total principal amount of the Notes is issued with a 115% premium to the subscription amount. The Notes accrue interest at a rate equal to 10% per annum and have a maturity date of February 22, 2016. The Notes are convertible any time after the issuance date of the Notes. The Purchasers have the right to convert the Notes into shares of the Company’s common stock at a conversion price equal to $0.10 per share, subject to standard adjustments for stock dividends, stock splits, subsequent equity sales, subsequent rights offerings and pro rata distributions. While the Notes are outstanding, in the event of a subsequent equity sale at a price lower than the conversion price of $0.10 per share, the conversion price of the Notes shall be reduced to the lower conversion price. The Notes can be redeemed under certain conditions and the Company can force the conversion of the Notes in the event certain equity conditions are met.
	In the event of default, the Purchasers have the right to require the Company to repay in cash all or a portion of the Notes at a price equal to 125% of the aggregate principal amount of the Notes plus all accrued but unpaid interest.
	Warrants
	The Warrants are exercisable in whole or in part, at an initial exercise price per share of $0.12, subject to adjustment. The exercise price and number of shares of the Company’s common stock issuable under the Warrants (the “Warrant Shares”) are subject to adjustments for stock dividends, splits, combinations, subsequent rights offerings, pro rata distributions and any issuance of securities below the exercise price of the Warrants. While the Warrants are outstanding, in the event of a subsequent equity sale including a warrant exercise price lower than the exercise price of $0.12 per share, the exercise price of the Warrants shall be reduced to the lower exercise price. Any adjustment to the exercise price shall similarly cause the number of Warrant Shares to be adjusted so that the total value of the Warrants may increase, provided, that in no event shall the number of Warrant Shares exceed 200% of the original number of Warrant Shares originally issued.
	In addition to the Warrants described above, the Company also issued 800,000 warrants to a placement agent assisting with the convertible note transaction. The terms of the placement agent warrants are the same as of the terms of the Warrants explained above.
	Registration Rights Agreement
	In connection with the sale of Notes and Warrants pursuant to the Securities Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to register all of the shares of common stock underlying the Notes and the shares of common stock underlying the Warrants (together, the “Registrable Securities”) on a Form S-1 registration statement (the “Registration Statement”) to be filed with the SEC within thirty (30) calendar days following the Closing Date (the “Filing Deadline”) and to use its best efforts to cause the Registration Statement to be declared effective under the Securities Act within 100 calendar days following the Closing Date (the “Effectiveness Deadline”). If the Company does not meet the Filing Deadline or the Effectiveness Deadline, the Company will have to pay the Purchasers a penalty equal to 1.5% of the aggregate subscription amount, up to a maximum penalty of 24%.
	FPS filed the Registration Statement with the SEC on September 19, 2014 and an amendment thereto on November 6, 2014.
	Deferred financing cost
	In connection with the convertible note transaction explained above, the Company paid $55,000 for legal fees and $80,000 for placement agent fees. In addition, $29,550 was also recorded to deferred financing costs related to the fair value valuation of the placement agent warrants. $10,877 of deferred financing costs was amortized during the third quarter of 2014. The deferred financing cost balance is $153,673 as of September 30, 2014.
	Derivative
	Because the above convertible debt and warrants have full reset adjustments tied to future issuances of equity securities by the Company, it is subject to derivative liability treatment under ASC 815-40-15, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“ASC 815-40-15”). ASC 815-40-15 requires as of the date the convertible debt and warrants are issued, the derivative liability to be measured at the fair value and re-evaluated at the end of each reporting period. See Note 8 – Derivative Liability.
	On issuance date the fair value of the derivative liability for both the convertible debt and warrants was $295,773 and $246,905, respectively. Therefore a total of $692,678 (including $150,000 original issuance costs) of debt discount was recorded. During the nine months ended September 30, 2014, $31,103 was recorded as amortization of debt discount. As of September 30, 2014, the convertible debt has a balance of $488,425, net of $661,575 of debt discount.

Blencathia_Merger

Blencathia Merger	9 Months Ended
	Sep. 30, 2014
Blencathia Merger	'
Note 7 - Blencathia Merger	'
	Effective October 27, 1999, we merged with Blencathia Acquisition Corporation (“Blencathia”). Blencathia was a public shell company with immaterial assets and liabilities and 312,000 shares outstanding at the time of the merger, which it redeemed and cancelled upon the merger. In exchange, we issued 312,000 of our common shares to the prior Blencathia owner with the contractual understanding that such shares were to be sold by that owner to achieve gross cash proceeds of $500,000. Any excess proceeds were to be returned to us and any deficiency was to be made up by us issuing additional shares or paying the difference in cash. As we believed that we controlled the ultimate timing of the sale of these 312,000 shares by the prior Blencathia owner, we did not consider these shares as issued or outstanding for purposes of computing earnings per share prior to 2006.
	In 2006, we learned that the prior Blencathia owner had, in fact, sold the 312,000 shares for aggregate proceeds of approximately $150,000, without our consent. Accordingly, in the fourth quarter of 2006, we recorded $500,000 of general expenses (representing the cost of the 1999 merger) and the deemed issuance of approximately $150,000 of common stock. The remaining $350,000 obligation was reflected as a current accrued expense. Beginning in 2006, the 312,000 shares have been reflected as outstanding for earnings per share computations. During 2009 and 2010, we made payments totaling $160,000 to the prior Blencathia owner. We have not made any payments to the prior Blencathia owner since 2010. The related current accrued expense balance remains at $190,000 at September 30, 2014. We are in negotiations with the prior Blencathia owner to resolve this obligation and may ultimately settle the obligation with either cash or equity securities with a lower market value.

Derivative_Liability

Derivative Liability	9 Months Ended
	Sep. 30, 2014
Derivative Liability	'
Note 8 - Derivative Liability	'
	During 2009, we granted a warrant to purchase 2,000,000 shares of the Company’s common stock to an accredited investor in conjunction with equity raise efforts. On April 12, 2013, the Company’s Board of Directors authorized and approved the extension of the expiration date and a change of exercise price for this warrant. The outstanding share purchase warrant originally had a March 23, 2014 expiration date and an exercise price of $0.25. The new modified terms extended the warrant expiration date to April 11, 2018 and reduced the exercise price to $0.226. The exercise price is also subject to dilutive adjustments for share issuances (full ratchet reset features). As of September 30, 2014, the exercise price has been reduced to $0.15 and an additional 1,321,583 warrants are to be issued to the investor due to the reset features.
	On August 22, 2014, we issued 6,666,667 warrants to investors and 800,000 warrants to a placement agent. The exercise price of these warrants is also subject to dilutive adjustments for share issuance (full ratchet reset features). See Note 6 – Convertible Note Payable.
	Because these convertible debt and warrants have full reset adjustments tied to future issuances of equity securities by the Company, it is subject to derivative liability treatment under ASC 815-40-15 , which requires as of the date the convertible debt and warrants are issued, the derivative liability to be measured at fair value and re-evaluated at the end of each reporting period.
	Key assumptions used to determine the fair value of the convertible note follows:
	Stock price volatility (one-year measurement):
	August 22, 2014 measurement		219	%
	September 30, 2014 measurement		211	%
	Probability of default triggering 21% interest rate, increasing 1% per month to a maximum of 10% with a 125% penalty		0	%
	Probability of the Company redeeming the convertible note (with 130% penalty)		0	%
	Conversion behavior - holder automatically converts the convertible note at a maximum of 2 times the conversion price
	Key assumptions used to determine the fair value of the warrants follows:
	Stock price volatility (one-year measurement):
	June 30, 2014 measurement		225	%
	August 22, 2014 measurement		219	%
	30-Sep-14		211	%
	Exercise behavior – warrant exercise at target prices 2 times the higher of the projected reset price or stock price
	As of December 31, 2013, we determined the fair value of the warrant’s derivative liability to be nominal.
	As of September 30, 2014, the fair value of the total convertible debt and warrant’s derivative liability is $639,637 and the Company recognized a loss on derivative liability of $67,409 for the nine months ended September 30, 2014. The following table summarizes the derivative liability included in the balance sheet:
	Balance at December 31, 2013	$	-
	Debt discount due to convertible note		295,773
	Debt discount due to warrant issued with debt		246,905
	Deferred financing cost due to derivative liability for placement agent warrant		29,550
	Loss on change of fair value		67,409
	Balance at September 30, 2014	$	639,637

Deferred_Revenue

Deferred Revenue	9 Months Ended
	Sep. 30, 2014
Deferred Revenue	'
Note 9 - Deferred Revenue	'
	On February 26, 2009, we received the first purchase order pursuant to a Memorandum of Understanding (“MOU”) with Libya Oil Holdings Limited, Tamoil, Libya Africa Investment Portfolio and Vision Oil Services Ltd (“VOS”). Pursuant to the MOU, VOS paid for the purchase of 600 metric tons of DiesoLiFTTM 10 at a price of 6,000 Euros (approximately $7,600) per metric ton from FPS. We received cash proceeds of approximately $3 million from VOS in February 2009. No such revenues had been recorded to date relating to this order because there has been no requested delivery of the product. We have had no communication with VOS in nearly five years and believe they have ceased all activities on behalf of FPS.
	Based upon a written legal opinion received during the first quarter of 2014, it was determined that effective February 2014, we were no longer obligated to present the nearly $3 million deferred revenue liability on our balance sheet as the statute of limitations period for our performance obligation has passed. In conjunction with this determination, we recorded a gain on deferred revenue liability write off of approximately $3 million during the nine months ended September 30, 2014.

Income_Tax_Provision

Income Tax Provision	9 Months Ended
	Sep. 30, 2014
Income Tax Provision	'
Note 10 - Income Tax Provision	'
	We have operated at a net loss since inception and have not recorded or paid any income taxes, other than for non-cash deferred tax expense related to a basis difference between financial reporting and tax reporting deductible goodwill. We have significant net operating loss (“NOL”) carry-forwards that would be recognized at such time as we demonstrate the ability to operate on a profitable basis for an extended period of time. The deferred income tax asset resulting primarily from the NOL carry-forwards has been fully reserved with a valuation allowance. Because goodwill is not depreciated and has an indefinite life for book purposes, the deferred tax liability related to the book to tax basis difference is not offset against the deferred tax assets when establishing our valuation allowance. Accordingly, we record non-cash deferred income tax expense, which increases the deferred tax liability, of approximately $16,000 each quarter.

Accounts_Payable

Accounts Payable	9 Months Ended
	Sep. 30, 2014
Accounts Payable	'
Note 11 - Accounts Payable	'
	As of September 30, 2014, we recognized a $59,899 gain on write off of accounts payable. The invoice and contracts for the total of $59,889 were dated at least five years before September 30, 2014. Based on a written legal opinion received during the third quarter of 2014, it was determined that effective September 30, 2014, we were no longer obligated to present the $59,889 of accounts payable on our balance sheet as the statute of limitation period for our payment obligation has passed. In conjunction with this determination, we recorded a gain on accounts payable write off of $59,889 during the nine months ended September 30, 2014.

Legal_Proceedings

Legal Proceedings	9 Months Ended
	Sep. 30, 2014
Legal Proceedings	'
Note 12 - Legal Proceedings	'
	We are subject to various lawsuits and claims with respect to matters arising out of the normal course of business. While the impact on future financial results is not subject to reasonable estimation because considerable uncertainty exists, management believes, after consulting with counsel, that it is more likely than not that the ultimate liabilities resulting from such lawsuits and claims will not materially affect our financial position, results of operations or liquidity.
	On July 31, 2006, we received notice from the American Arbitration Association ("AAA") of a Demand for Arbitration dated July 27, 2006 received by the AAA naming FPS as Respondent and TPG Capital Partners (“TPG”), the prior Blencathia owner, as the Claimant. The arbitration had been requested by TPG to resolve an alleged aggregate proceeds shortfall from the sale of FPS securities issued in the Blencathia merger. TPG has claimed it sold some or all of the 312,000 shares and the sales have not generated at least $500,000 of proceeds, as guaranteed in the merger documents.
	In an effort to resolve this matter prior to submission to binding arbitration, both TPG and FPS participated in a non-binding mediation conference on January 30, 2007, which did not resolve the matter. Informal discussions are ongoing. It is not expected that the ultimate settlement of this matter, considering we have recorded a liability for the shortfall amount, will have an additional adverse material effect on FPS.

Significant_Accounting_Policie1

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2014
Significant Accounting Policies Policies	'
Derivative Financial Instruments	'
	The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in our statements of operations. For stock-based derivative financial instruments, the Company uses a Lattice Model option pricing model, in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) ASC 815-15, “Derivatives and Hedging,” to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in our balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
Fair Value of Financial Instruments	'
	The Company measures its financial assets and liabilities in accordance with the requirements of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
	Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
	Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
	Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
	The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2014, and December 31, 2013:
	Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total
	30-Sep-14
	Derivative liability	$	-	$	-	$	639,637	$	639,637
	31-Dec-13
	Derivative liability	$	-	$	-	$	-	$	-

Significant_Accounting_Policie2

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2014
Significant Accounting Policies Tables	'
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	'
	The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of September 30, 2014, and December 31, 2013:
	Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total
	30-Sep-14
	Derivative liability	$	-	$	-	$	639,637	$	639,637
	31-Dec-13
	Derivative liability	$	-	$	-	$	-	$	-

Stockholders_Equity_Deficit_Ta

Stockholders' Equity (Deficit) (Tables)	9 Months Ended
	Sep. 30, 2014
Stockholders Equity Deficit Tables	'
Schedule of Stock Option Recorded	'
	Non-cash stock-based compensation expense recorded in the three and nine months ended September 30, 2014 and September 30, 2013 is as follows:
		Three Months Ended			Three Months Ended		Nine Months Ended		Nine Months Ended
		September 30,			September 30,		September 30,		September 30,
		2014			2013		2014		2013
	Awards to employees	$	71,191		$	-	$	2,355,669	$	-
	Awards to non-employees		-			-		83,314		16,875
	Total non-cash stock-based compensation expense	$	71,191		$	-	$	2,438,983	$	16,875
Schedule of Stock Option Issued to Employees and Directors	'
	The following tables summarize information about stock options issued to employees and Directors during the nine months ended September 30, 2014:
		Shares			Weighted-average exercise price		Weighted-average exercise life		Intrinsic value
	Outstanding at December 31, 2013		9,489,120		$	0.41		1.06	$	-
	Granted		30,026,000		$	0.1		4.49
	Cancelled		(7,070,400	)	$	0.39		-
	Expired		(120,000	)	$	0.25		-
	Outstanding at September 30, 2014		32,324,720		$	0.13		4.19	$	671,031
	Options exercisable at September 30, 2014		28,991,386		$	0.13		4.16
	Options exercisable at December 31, 2013		9,489,120		$	0.41		1.06
Schedule of primary assumptions used to value employee and Director non-cash stock-based compensation	'
	The following table provides the primary assumptions used to value employee and Director non-cash stock-based compensation for the nine months ended September 30, 2014:
		For the Nine Months Ended September 30, 2014
	Weighted-average fair value of options granted	$	0.09
	Weighted-average assumptions:
	Risk-free interest rate		0.65	%
	Dividend yield		-
	Expected volatility		1.09
	Expected option life (years)		2.58
Schedule of Stock Option Issued to non employees	'
	The following table summarizes information about stock options issued to non-employees during the nine months ended September 30, 2014:
		Shares			Weighted-average exercise price		Weighted-average exercise life		Intrinsic value
	Outstanding at December 31, 2013		4,137,599		$	0.46		0.73	$	-
	Granted		1,555,000		$	0.08		2.99
	Cancelled		(1,352,000	)	$	0.48		-
	Expired		(2,015,600	)	$	0.47		-
	Outstanding at September 30, 2014		2,324,999		$	0.19		2.26	$	24,500
	Options exercisable at September 30, 2014		2,324,999		$	0.19		2.26
	Options exercisable at December 31, 2013		4,132,399		$	0.46		0.73

Derivative_Liability_Tables

Derivative Liability (Tables)	9 Months Ended
	Sep. 30, 2014
Derivative Liability Tables	'
Fair value of convertible note	'
	Key assumptions used to determine the fair value of the convertible note follows:
	Stock price volatility (one-year measurement):
	August 22, 2014 measurement		219	%
	September 30, 2014 measurement		211	%
	Probability of default triggering 21% interest rate, increasing 1% per month to a maximum of 10% with a 125% penalty		0	%
	Probability of the Company redeeming the convertible note (with 130% penalty)		0	%
	Conversion behavior - holder automatically converts the convertible note at a maximum of 2 times the conversion price
	Key assumptions used to determine the fair value of the warrants follows:
	Stock price volatility (one-year measurement):
	June 30, 2014 measurement		225	%
	August 22, 2014 measurement		219	%
	30-Sep-14		211	%
	Exercise behavior – warrant exercise at target prices 2 times the higher of the projected reset price or stock price
Summary of derivative liability	'
	The following table summarizes the derivative liability included in the balance sheet:
	Balance at December 31, 2013	$	-
	Debt discount due to convertible note		295,773
	Debt discount due to warrant issued with debt		246,905
	Deferred financing cost due to derivative liability for placement agent warrant		29,550
	Loss on change of fair value		67,409
	Balance at September 30, 2014	$	639,637

Significant_Accounting_Policie3

Significant Accounting Policies (Details) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Derivative liability	$639,637	'
Level 1 [Member]	'	'
Derivative liability	'	'
Level 2 [Member]	'	'
Derivative liability	'	'
Level 3 [Member]	'	'
Derivative liability	$639,637	'

Stockholders_Equity_Deficit_De

Stockholders' Equity (Deficit) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Total non-cash stock-based compensation expense	$71,191	'	$2,438,983	'
Employees	'	'	'	'
Total non-cash stock-based compensation expense	71,191	'	2,355,669	'
Non-employees	'	'	'	'
Total non-cash stock-based compensation expense	'	'	$83,314	$16,875

Stockholders_Equity_Deficit_De1

Stockholders' Equity (Deficit) (Details 1) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Employees and Directors	'	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding	'	'
Outstanding at beginning of period	9,489,120	'
Granted	30,026,000	'
Cancelled	-7,070,400	'
Expired	-120,000	'
Options Outstanding at end of period	32,324,720	9,489,120
Exercisable at beginning of period	9,489,120	'
Exercisable at end of period	28,991,386	9,489,120
Weighted Average Exercise Price	'	'
Outstanding, Beginning	$0.41	'
Granted	$0.10	'
Cancelled	$0.39	'
Expired	$0.25	'
Outstanding, Ending	$0.13	$0.41
Exercisable, Ending	$0.41	'
Exercisable, Ending	$0.13	$0.41
Weighted Average Remaining Contractual Term	'	'
Outstanding	'4 years 2 months 9 days	'1 year 22 days
Granted	'4 years 5 months 27 days	'
Options exercisable	'4 years 1 month 28 days	'1 year 22 days
Aggregate Intrinsic Value	'	'
Outstanding at end of period	$671,031	'
Non-employees	'	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding	'	'
Outstanding at beginning of period	4,137,599	'
Granted	1,555,000	'
Cancelled	-1,352,000	'
Expired	-2,015,600	'
Options Outstanding at end of period	2,324,999	4,137,599
Exercisable at beginning of period	4,132,399	'
Exercisable at end of period	2,324,999	4,132,399
Weighted Average Exercise Price	'	'
Outstanding, Beginning	$0.46	'
Granted	$0.08	'
Cancelled	$0.48	'
Expired	$0.47	'
Outstanding, Ending	$0.19	$0.46
Exercisable, Ending	$0.46	'
Exercisable, Ending	$0.19	$0.46
Weighted Average Remaining Contractual Term	'	'
Outstanding	'2 years 3 months 4 days	'8 months 23 days
Granted	'2 years 11 months 27 days	'
Options exercisable	'2 years 3 months 4 days	'8 months 23 days
Aggregate Intrinsic Value	'	'
Outstanding at end of period	$24,500	'

Stockholders_Equity_Deficit_De2

Stockholders' Equity (Deficit) (Details 2) (Employees and Directors, USD $)	9 Months Ended
	Sep. 30, 2014
Employees and Directors	'
Weighted-average fair value of options granted	$0.09
Weighted-average assumptions:	'
Risk-free interest rate	65.00%
Dividend yield	'
Expected volatility	109.00%
Expected option life (years)	'2 years 6 months 29 days

Stockholders_Equity_Deficit_De3

Stockholders' Equity (Deficit) (Details Narrative) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014
	Employee and Director awards [Member]	Non-employee awards [Member]
Options granted to non-employee	100,000	'
Weighted-average fair value for options price per shares	'	$0.05

Equity_Commitment_and_Related_1

Equity Commitment and Related Party Transactions (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2014
Equity Commitment And Related Party Transactions Details Narrative	'
Amount available for equity commitments	$500,000
Loss on the conversion of related party	$387,500

Convertible_Note_Payable_Detai

Convertible Note Payable (Details Narrative) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2013
Convertible Note Payable	'	'	'
Deferred financing cost balance	$153,673	$153,673	'
Original debt discount	'	692,678	'
Original issuance costs	'	150,000	'
Amortization of debt discount	'	31,103	'
Amortization of deferred financing cost	10,877	'	'
convertible debt	488,425	488,425	'
Debt discount	'	$31,103	'

Blencathia_Merger_Details_Narr

Blencathia Merger (Details Narrative) (USD $)	Sep. 30, 2014
Blencathia Merger Details Narrative	'
Accrued expense, current obligation of merger	$190,000

Derivative_Liability_Details

Derivative Liability (Details)	9 Months Ended
	Sep. 30, 2014
Convertible Note [Member] | August 22, 2014 measurement [Member]	'
Stock price volatility	219.00%
Convertible Note [Member] | September 30, 2014 Measurement [Member]	'
Stock price volatility	211.00%
Convertible Note [Member] | Probability of default triggering [Member]	'
Stock price volatility	0.00%
Convertible Note [Member] | Probability of the Company redeeming the convertible note [Member]	'
Stock price volatility	0.00%
Warrant [Member] | June 30, 2014 [Member]	'
Stock price volatility	225.00%
Warrant [Member] | August 22, 2014 [Member]	'
Stock price volatility	219.00%
Warrant [Member] | September 30, 2014 [Member]	'
Stock price volatility	211.00%

Derivative_Liability_Details_1

Derivative Liability (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2014
Derivative Liability Details 1	'
Derivative liability, Beginning Balance	'
Debt discount due to convertible note	295,773
Debt discount due to warrant issued with debt	246,905
Deferred financing cost due to derivative liability for placement agent warrant	29,550
Loss on change of fair value	67,409
Derivative liability, Ending Balance	$639,637

Derivative_Liability_Details_N

Derivative Liability (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Derivative Liability Details Narrative	'	'	'	'
Total convertible debt and warrant's derivative liability	'	'	$639,637	'
Loss on derivative liability	($234,591)	'	$67,409	'

Deferred_Revenue_Details_Narra

Deferred Revenue (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Deferred Revenue Details Narrative	'	'	'	'
Gain on deferred revenue write off	'	'	$2,998,242	'

Accounts_Payable_Details_Narra

Accounts Payable (Details Narrative) (USD $)	Sep. 30, 2014
Payables and Accruals [Abstract]	'
Gain on write off of accounts payable	$59,899
No longer obligated to present accounts payable	$59,889