Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | AlumiFuel Power Corp | |
Entity Central Index Key | 1108046 | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
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 Public Float | $130,500 | |
Entity Common Stock, Shares Outstanding | 652,615,131 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Assets | ||
Cash | $972 | |
Total current assets | 972 | |
Property and equipment, less accumulated depreciation of $7,479 (2014) and $7,283 (2013) (Note 1) | ||
Deferred debt issuance costs (Note 4) | 4,473 | |
Total long-term assets | 4,473 | |
Total assets | 5,445 | |
Accounts and notes payable: | ||
Accounts payable, related party (Note 2) | 467,759 | |
Accounts payable, other | 518,349 | |
Derivative liability, convertible notes payable (Note 3) | 567,905 | |
Notes payable, related party (Note 3) | 21,461 | |
Notes payable, other (Note 3) | 392,953 | |
Convertible notes payable, net of discount of $114,221 (2014) and $92,772 (2013) (Note 3) | 548,301 | |
Payroll liabilities (Note 7) | 150,059 | |
Accrued expenses (Note 7) | 700,000 | |
Dividends payable (Note 6) | 110,395 | |
Accrued interest payable: | ||
Interest payable, convertible notes (Note 3) | 129,386 | |
Interest payable, related party notes (Note 2) | 8,310 | |
Interest payable, notes payable other (Note 3) | 89,724 | |
Total current liabilities | 3,704,602 | |
Series B preferred stock obligation, net (Note 6) | 661,648 | |
Shareholders' deficit: (Notes 1 & 6) | ||
Preferred stock, $.001 par value; unlimited shares authorized | ||
Common stock, $.001 par value; unlimited (2014) and 750,000,000 (2013) shares authorized, 23,463,415 (2014) and 2,525,609 (2013) shares issued and outstanding | 23,463 | |
Additional paid-in capital | 16,303,784 | |
Accumulated deficit | -24,663,547 | |
Total shareholders' deficit of the Company | -8,336,300 | |
Non-controlling interest (Note 1) | 3,975,495 | |
Total shareholders' deficit | -4,360,805 | |
Total liabilities and shareholders' deficit | 5,445 | |
Restated | ||
Assets | ||
Cash | 9,872 | |
Total current assets | 9,872 | |
Property and equipment, less accumulated depreciation of $7,479 (2014) and $7,283 (2013) (Note 1) | 196 | |
Deferred debt issuance costs (Note 4) | 2,082 | |
Total long-term assets | 2,278 | |
Total assets | 12,150 | |
Accounts and notes payable: | ||
Accounts payable, related party (Note 2) | 425,346 | |
Accounts payable, other | 524,747 | |
Derivative liability, convertible notes payable (Note 3) | 704,032 | |
Notes payable, related party (Note 3) | 42,868 | |
Notes payable, other (Note 3) | 580,063 | |
Convertible notes payable, net of discount of $114,221 (2014) and $92,772 (2013) (Note 3) | 390,240 | |
Payroll liabilities (Note 7) | 134,083 | |
Accrued expenses (Note 7) | 500,000 | |
Dividends payable (Note 6) | 78,071 | |
Accrued interest payable: | ||
Interest payable, convertible notes (Note 3) | 93,347 | |
Interest payable, related party notes (Note 2) | 9,180 | |
Interest payable, notes payable other (Note 3) | 65,547 | |
Total current liabilities | 3,547,524 | |
Series B preferred stock obligation, net (Note 6) | 586,311 | |
Shareholders' deficit: (Notes 1 & 6) | ||
Preferred stock, $.001 par value; unlimited shares authorized | ||
Common stock, $.001 par value; unlimited (2014) and 750,000,000 (2013) shares authorized, 23,463,415 (2014) and 2,525,609 (2013) shares issued and outstanding | 2,526 | |
Additional paid-in capital | 14,951,844 | |
Accumulated deficit | -23,121,589 | |
Total shareholders' deficit of the Company | -8,167,219 | |
Non-controlling interest (Note 1) | 4,045,534 | |
Total shareholders' deficit | -4,121,685 | |
Total liabilities and shareholders' deficit | $12,150 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Assets | ||
Accumulated depreciation value for property and equipment | $7,479 | $7,283 |
Liabilities and Shareholders' Deficit | ||
Discount value of convertible notes payable | $114,221 | $92,772 |
Shareholders' deficit: | ||
Preferred stock, par value | $0.00 | $0.00 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized | 750,000,000 | |
Common stock, issued | 23,463,415 | 2,525,609 |
Common stock, outstanding | 23,463,415 | 2,525,609 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue (Note 1) | ||
Reactor sales | ||
Total revenue | ||
Cost of goods sold (Note 1) | ||
Gross loss | ||
Selling, general and administrative expenses | ||
Management fees related parties (Note 2) | 332,917 | |
Stock-based compensation (Note 6) | ||
Depreciation | 196 | |
Other (Note 4) | 345,989 | |
Total operating costs and expenses | -679,102 | |
Loss from operations | -679,102 | |
Other income (expense) | ||
Litigation contingency (Note 7) | ||
Interest expense, amortization of convertible note discount (Note 3) | -626,404 | |
Interest expense (Notes 2 & 3) | -215,346 | |
Fair value adjustment of derivative liabilities (Note 3) | -21,106 | |
Total Other income (expense) | -862,856 | |
Loss before income taxes | -1,541,958 | |
Income tax provision (Note 8) | ||
Net loss | -1,541,958 | |
Net loss attributable to non-controlling interest (Note 1) | 70,039 | |
Net loss attributable to Company | -1,471,919 | |
Basic and diluted loss per common share | ($0.16) | |
Weighted average common shares outstanding (Notes 1 & 6) | 9,107,871 | |
Restated | ||
Revenue (Note 1) | ||
Reactor sales | 13,440 | |
Total revenue | 13,440 | |
Cost of goods sold (Note 1) | -21,421 | |
Gross loss | -7,981 | |
Selling, general and administrative expenses | ||
Management fees related parties (Note 2) | 334,065 | |
Stock-based compensation (Note 6) | 3,239 | |
Depreciation | 915 | |
Other (Note 4) | 424,846 | |
Total operating costs and expenses | -763,065 | |
Loss from operations | -771,046 | |
Other income (expense) | ||
Litigation contingency (Note 7) | 351,232 | |
Interest expense, amortization of convertible note discount (Note 3) | -401,225 | |
Interest expense (Notes 2 & 3) | -182,443 | |
Fair value adjustment of derivative liabilities (Note 3) | -265,103 | |
Total Other income (expense) | -497,539 | |
Loss before income taxes | -1,268,585 | |
Income tax provision (Note 8) | ||
Net loss | -1,268,585 | |
Net loss attributable to non-controlling interest (Note 1) | 64,979 | |
Net loss attributable to Company | ($1,203,606) | |
Basic and diluted loss per common share | ($3.62) | |
Weighted average common shares outstanding (Notes 1 & 6) | 332,845 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Shareholders' Deficit (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance, Amount at Dec. 31, 2012 | $89 | $14,565,657 | ($21,853,004) | $3,526,880 | ($3,760,378) |
Beginning Balance, Shares at Dec. 31, 2012 | 88,954 | ||||
May 2013, Reverse stock split (1 for 200) shares issued for fractional shares (Note 6), Shares | 3 | ||||
May 2013, Reverse stock split (1 for 200) shares issued for fractional shares (Note 6), Amount | |||||
January through December 2013, issuance of common stock to convertible noteholders (Notes 3 & 6), Shares | 2,429,292 | ||||
January through December 2013, issuance of common stock to convertible noteholders (Notes 3 & 6), Amount | 2,429 | 891,049 | 893,478 | ||
January through December 2013, issuance of common stock on conversion of debt (Notes 3 & 6), Shares | 7,360 | ||||
January through December 2013, issuance of common stock on conversion of debt (Notes 3 & 6), Amount | 8 | 36,792 | 36,800 | ||
January through December 2013, dividends on Series B Preferred Stock (Note 6) | -32,324 | -32,324 | |||
January through December 2013, issuance of warrants to purchase common stock (Note 6) | 3,239 | 3,239 | |||
Issuance of equity by AlumiFuel Power International, Inc. subsidiary, net of non-controlling interest (Note 1) | 5,700 | 5,700 | |||
Equity of AlumiFuel Power International, Inc. subsidiary, net of non-controlling interest (Note 1) | -518,269 | 453,675 | -64,594 | ||
Net loss | -1,268,585 | 64,979 | -1,203,606 | ||
Ending Balance, Amount at Dec. 31, 2013 | 2,526 | 14,951,844 | -23,121,589 | 4,045,534 | |
Ending Balance, Shares at Dec. 31, 2013 | 2,525,609 | ||||
Equity of AlumiFuel Power International, Inc. subsidiary, net of non-controlling interest (Note 1) | 70,039 | -140,078 | -70,039 | ||
January through December 2014, issuance of common stock upon conversion of convertible debt (Notes 3 & 6), Shares | 20,936,964 | ||||
January through December 2014, issuance of common stock upon conversion of convertible debt (Notes 3 & 6), Amount | 20,937 | 474,849 | 495,786 | ||
Reclassification of derivative liabilities upon conversion of convertible debt (Note 3) | 807,052 | 807,052 | |||
November 2014, Reverse stock split (1 for 250) shares issued for fractional shares (Note 6), Shares | 842 | ||||
November 2014, Reverse stock split (1 for 250) shares issued for fractional shares (Note 6), Amount | |||||
Net loss | -1,541,958 | 70,039 | -1,471,919 | ||
Ending Balance, Amount at Dec. 31, 2014 | $23,463 | $16,303,784 | ($24,663,547) | $3,975,495 | ($4,360,805) |
Ending Balance, Shares at Dec. 31, 2014 | 23,463,415 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($1,541,958) | |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Non-cash interest expense (Note 6) | ||
Stock based compensation (Note 6) | ||
Amortization of debt issuance costs (Note 3) | 11,109 | |
Beneficial conversion feature (Note 6) | ||
Allowance for bad debt (Note 5) | ||
Accretion of Series B preferred stock (Note 6) | 75,338 | |
Recovery of bad debt expense (Note 5) | ||
Depreciation and amortization (Note 1) | 196 | |
Change in fair value of derivative liability (Note 3) | 21,106 | |
Amortization of discount on debentures payable (Note 3) | 626,404 | |
Change in non-controlling interest (Note 1) | ||
Changes in operating assets and liabilities: | ||
Accounts and other receivables | ||
Work in progress | ||
Prepaid expenses and other assets | ||
Accounts payable and accrued expenses | 244,580 | |
Related party payables (Note 2) | 77,413 | |
Dividends payable (Note 6) | 32,324 | |
Interest payable | 70,205 | |
Net cash used in operating activities | -383,283 | |
Cash flows from financing activities: | ||
Proceeds from convertible notes (Note 3) | 331,000 | |
Proceeds from notes payable, related (Note 2) | 15,500 | |
Proceeds from notes payable, other (Note 3) | 86,200 | |
Payments under capital leases (Note 7) | ||
Payments on notes payable (Note 3) | -7,910 | |
Payments on notes payable, related (Note 2) | -36,907 | |
Payments to placement agents (Note 3) | -13,500 | |
Payments on convertible notes payable (Note 3) | ||
Net cash provided by financing activities | 374,383 | |
Net change in cash and cash equivalents | -8,900 | |
Cash and cash equivalents: | ||
End of period | 972 | |
Cash paid during the period for: | ||
Income taxes | ||
Interest | 5,984 | |
Noncash financing transactions: | ||
Notes and interest payable converted to stock | 479,656 | |
Reclassification of derivative liabilities upon conversion of convertible debt | 807,052 | |
Restated | ||
Cash flows from operating activities: | ||
Net loss | -1,268,585 | |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Non-cash interest expense (Note 6) | 274,886 | |
Stock based compensation (Note 6) | 3,239 | |
Amortization of debt issuance costs (Note 3) | 16,758 | |
Beneficial conversion feature (Note 6) | 18,400 | |
Allowance for bad debt (Note 5) | 9,900 | |
Accretion of Series B preferred stock (Note 6) | 75,336 | |
Recovery of bad debt expense (Note 5) | -95,750 | |
Depreciation and amortization (Note 1) | 915 | |
Change in fair value of derivative liability (Note 3) | 49,900 | |
Amortization of discount on debentures payable (Note 3) | 327,134 | |
Change in non-controlling interest (Note 1) | -58,564 | |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 94,594 | |
Work in progress | 18,732 | |
Prepaid expenses and other assets | 313 | |
Accounts payable and accrued expenses | -115,505 | |
Related party payables (Note 2) | 88,706 | |
Dividends payable (Note 6) | 32,324 | |
Interest payable | 103,811 | |
Net cash used in operating activities | -423,456 | |
Cash flows from financing activities: | ||
Proceeds from convertible notes (Note 3) | 151,000 | |
Proceeds from notes payable, related (Note 2) | 36,100 | |
Proceeds from notes payable, other (Note 3) | 329,516 | |
Payments under capital leases (Note 7) | -389 | |
Payments on notes payable (Note 3) | -56,176 | |
Payments on notes payable, related (Note 2) | -20,439 | |
Payments to placement agents (Note 3) | -6,500 | |
Payments on convertible notes payable (Note 3) | -5,000 | |
Net cash provided by financing activities | 428,112 | |
Net change in cash and cash equivalents | 4,656 | |
Cash and cash equivalents: | ||
Beginning of period | 5,216 | |
End of period | 9,872 | |
Cash paid during the period for: | ||
Income taxes | ||
Interest | 17,447 | |
Noncash financing transactions: | ||
Notes and interest payable converted to stock | 343,088 | |
Reclassification of derivative liabilities upon conversion of convertible debt | $495,786 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||
Note 1 - Summary of Significant Accounting Policies | Organization and Basis of Presentation | ||||||||||||||||||||||||
AlumiFuel Power Corporation (the “Company”) was incorporated on January 19, 2000 under the laws of the state of Nevada as Organicsoils.com, Inc. Effective September 5, 2014, the Company changed its corporate domicile from Nevada to Wyoming. | |||||||||||||||||||||||||
The Company operates primarily through its subsidiaries, NovoFuel, Inc. (“Novofuel”), AlumiFuel Power, Inc., a Colorado corporation ("API"), AlumiFuel Power Technologies, Inc., a Colorado corporation ("APTI") and AlumiFuel Power International, Inc. ("AFPI"), a Canadian corporation. The Company is an early production stage renewable energy company whose processes generate hydrogen gas and heat through the chemical reaction of aluminum, water, and proprietary additives. This technology is ideally suited for multiple applications requiring on-site, on-demand fuel sources, serving National Security and commercial customers. The Company's hydrogen generation feeds fuel cells for backup and portable power, provides lift gas for weather balloons, and can replace costly, hard-to-handle and high pressure K-Cylinders. Its hydrogen/heat output is also being designed and developed to power fuel cell-based and turbine-based undersea propulsion and auxiliary power systems. In addition, NovoFuel has embarked on a new initiative to design and field hybrid renewable energy solutions for medical cannabis grow operations and potentially oilfield operations. The Company has significant differentiators in performance, adaptability, safety and cost-effectiveness in its target market applications, with no external power required and no toxic chemicals or by-products. | |||||||||||||||||||||||||
In February 2014, the Company announced plans to change its strategic direction. In addition, the Company announced that it had formed a new subsidiary, Bitcoin Capital Corporation, to pursue early stage opportunities in Bitcoin and other cryptocurrency. As of the filing of this report, Bitcoin Capital Corporation has not begun operating and the Company has put this plan on hold indefinitely given certain changes in the market for Bitcoins subsequent to that announcement. The Company also announced that its board of directors had approved a name change to AFPW Holdings, Inc. although the name change has not yet been completed. | |||||||||||||||||||||||||
The financial statements contained herein for the years ended December 31, 2014 and 2013 comprise the consolidated financial statement of the Company and its subsidiaries NovoFuel, API, APTI, AFPI, and HPI Partners, LLC ("HPI"). | |||||||||||||||||||||||||
On November 19, 2014, the Company effected a 1 for 250 reverse split of its common stock following which a total of 3,840,199,334 shares of issued and outstanding pre-split common stock became 15,360,797 shares of post-split common stock. As a result of the reverse split, the number of shares outstanding and per share information for all prior periods presented have been retroactively restated to reflect the new capital structure. | |||||||||||||||||||||||||
Formation of NovoFuel, Inc. | |||||||||||||||||||||||||
In 2013, the Company transferred all of the assets related to our hydrogen generation business to a new wholly owned subsidiary, NovoFuel, Inc. in exchange for 12,000,000 shares of Novofuel common stock; 2,000,000 of which were allocated to the Company’s majority-owned subsidiary, AFPI, in exchange for the return of the European intellectual property and marketing rights back to the Company for use by NovoFuel. Novofuel was formed as a separate entity in anticipation of executing a transaction with Genport, SrL of Italy. In November 2013, the Company signed an agreement with Genport, SrL of Italy to combine and integrate their technologies, assets and operations into NovoFuel, contingent upon closing of private financing of up to $4,500,000 for the venture. On closing of a capital investment, NovoFuel common shares were to be allocated to Genport shareholders in exchange for 100% of Genport shares. As of the date of this report, this financing has not been completed and the Company cannot guarantee it will be completed thereby finalizing this transaction. | |||||||||||||||||||||||||
Formation of AlumiFuel Power International, Inc. | |||||||||||||||||||||||||
In February 2010, the Company formed its subsidiary, AFPI. In connection with the formation of the AFPI, the Company and AFPI executed a License Agreement through which AFPI received certain international marketing rights and the rights to utilize certain intellectual property from the Company for exploitation in countries and territories outside of North America in exchange for 25,000,000 shares of the Company's $0.001 par value common stock. In addition, the Company purchased 15,000,000 shares of AFPI common stock at $0.01 per share. On July 31, 2011, the Company and AFPI executed a Patent Purchase Agreement through which the Company sold AFPI the international patent rights to certain of the Company's intellectual property. In exchange for the sale of these rights, the Company received 7,500,000 shares of AFPI common stock valued at $10,275,000, the market value of the stock on the Deutsche Börse Frankfurt Stock Exchange on the agreement date. | |||||||||||||||||||||||||
As of December 31, 2013, AFPI had issued a total of 19,611,864 shares of its common stock in the private placements, warrant exercises, stock issued to consultants and noteholders and stock issued to officers and directors in exchange for fees. As a result of these transactions, the total number of AFPI shares outstanding at December 31, 2013 was 68,111,864 shares. | |||||||||||||||||||||||||
As a result a result of various transactions that occurred prior to December 31, 2012, the Company owned 39,984,494 shares of AFPI common stock as of that date. During the year ended December 31, 2013, the Company paid 384,615 shares of AFPI common stock to the trustee of its German bank accounts in payment of fees resulting in the Company owning 39,599,879 shares of AFPI common stock at December 31, 2013 and 2014, respectively. | |||||||||||||||||||||||||
The Company maintains a custody account for our cash and securities in Germany that had a cash balance of $437and $583 at December 31, 2014 and 2013, respectively, and is reflected as Cash on our consolidated balance sheet. | |||||||||||||||||||||||||
In December 2012, the Deutsche Börse Frankfurt Stock Exchange closed the First Quotation Board, the exchange on which AFPI's common stock traded. The Company has investigated, and will continue to investigate, alternative markets on which to present AFPI’s common stock for listing, however, as of the date of the filing of this report no such exchange has been identified that management believes will serve the interest of the Company or its shareholders. | |||||||||||||||||||||||||
Going Concern | |||||||||||||||||||||||||
Inherent in the Company’s business are various risks and uncertainties, including its limited operating history. The Company’s future success will be dependent upon its ability to market its products including its portable balloon inflation devices including the PBIS-1000 (of which the Company sold three units in 2010) and the PBIS-2000 (of which the Company delivered one unit to the U.S. Air Force in 2012, which unit the Air Force returned to the Company in the fourth quarter of 2012 to make certain paid improvements, which totaled $13,440 in revenue during 2013). In addition, this is dependent on the Company developing products based on its new initiative to design and field hybrid renewable energy solutions for medical cannabis grow operations and potentially oilfield operations, which will require a substantial capital investment. | |||||||||||||||||||||||||
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred operating losses since inception, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant restructuring to sustain its operations for the foreseeable future. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. | |||||||||||||||||||||||||
The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to raise capital through equity offerings and debt borrowings to meet its obligations on a timely basis and ultimately to attain profitability through the successful commercialization of its products. | |||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||||||
The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents at December 31, 2014 and 2013 were $-0-. | |||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||
The Company accounts for income taxes under the provisions of ASC Topic 740, formerly known as SFAS No. 109, “Accounting for Income Taxes”. ASC Topic 740 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance for net deferred taxes is provided unless the ability to realize the deferred amount is judged by management to be more likely than not. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date. More information on the Company’s income taxes is available in Note 6. Income Taxes in these financial statements. | |||||||||||||||||||||||||
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined. We are not currently under examination by the Internal Revenue Service or any other jurisdiction. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. | |||||||||||||||||||||||||
Stock-based Compensation | |||||||||||||||||||||||||
The Company has certain stock option plans approved by its stockholders, and also grants options and warrants to consultants outside of its stock option plan pursuant to individual agreements. | |||||||||||||||||||||||||
The Company accounts for compensation expense for its stock-based employee compensation plans and issuances of options and warrants to consultants in accordance with ASC Topic 718, formerly known as SFAS No. 123R "Share Based Payment" which replaced SFAS No. 123, "Accounting for Stock-Based Compensation" (“SFAS No. 123”) and supersedes Opinion No. 25 of the Accounting Principles Board, "Accounting for Stock Issued to Employees" (APB 25). The Company has elected the modified-prospective method, under which prior periods are not revised for comparative purposes. See Note 5. Capital Stock for further information on the Company's stock options plans and other warrant/option issuances. | |||||||||||||||||||||||||
Property, equipment and leaseholds | |||||||||||||||||||||||||
Property, equipment and leaseholds are stated at cost, and depreciation is provided by use of accelerated and straight-line methods over the estimated useful lives of the assets. The cost of leasehold improvements is depreciated over the estimated useful life of the assets or the length of the respective leases, whichever period is shorter. The estimated useful lives of property, equipment and leaseholds are as follows: | |||||||||||||||||||||||||
Office equipment, furniture and vehicles | 5 years | ||||||||||||||||||||||||
Computer hardware and software | 3 years | ||||||||||||||||||||||||
Leasehold improvements | 7 years | ||||||||||||||||||||||||
The Company's property and equipment consisted of the following at December 31, 2014 and 2013: | |||||||||||||||||||||||||
Cost | Accumulated Depreciation | Balance | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Equipment | $ | 5,799 | $ | 5,799 | $ | 5,799 | $ | 5,799 | $ | 0 | $ | 0 | |||||||||||||
Furniture | 1,680 | 1,680 | 1,680 | 1,484 | 0 | 196 | |||||||||||||||||||
Total | $ | 7,479 | $ | 7,479 | $ | 7,479 | $ | 7,283 | $ | 0 | $ | 196 | |||||||||||||
Debt Issue Costs | |||||||||||||||||||||||||
The costs related to the issuance of debt are capitalized and amortized to interest expense using the straight-line method over the lives of the related debt. The straight-line method results in amortization that is not materially different from that calculated under the effective interest method. | |||||||||||||||||||||||||
Non-Controlling Interests | |||||||||||||||||||||||||
In February 2010, the Company formed its subsidiary, AFPI. The total number of AFPI shares outstanding at December 31, 2014 and 2013, respectively, was 68,114,864. | |||||||||||||||||||||||||
The value of all shares of AFPI held by the Company have been eliminated on consolidation of the financial statements at December 31, 2014 and 2013 as intercompany accounts. At December 31, 2014 and 2013 there were 28,511,985 shares held by shareholders other than the Company representing 42% of the outstanding common shares of AFPI as of those dates. At December 31, 2014 a non-controlling interest in AFPI that totaled $3,975,495 is included in the Company’s consolidated balance sheet. In addition, $70,039 of the net loss of AFPI of $167,314 for the year ended December 31, 2014 has been attributed to the non-controlling interest of those stockholders. Similarly, for the year ended December 31, 2013, the non-controlling interest totaled $4,045,534 with $64,979 of AFPI’s total net loss of $155,227 attributed to the non-controlling interest of those stockholders. | |||||||||||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||||||||
The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the Company’s estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange. | |||||||||||||||||||||||||
The fair values of cash and cash equivalents, current non-related party accounts receivable, and accounts payable approximate their carrying amounts because of the short maturities of these instruments. | |||||||||||||||||||||||||
The fair values of notes and advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments. The fair values of receivables from related parties are not practicable to estimate, based upon the related party nature of the underlying transactions. | |||||||||||||||||||||||||
The fair values of notes and loans payable to non-related parties approximate their carrying values because of the short maturities of these instruments. The fair value of long-term debt to non-related parties approximates carrying values, net of discounts applied, based on market rates currently available to the Company. | |||||||||||||||||||||||||
Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). | |||||||||||||||||||||||||
Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. | |||||||||||||||||||||||||
The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||||||||||
The three hierarchy levels are defined as follows: | |||||||||||||||||||||||||
Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||||||||||||||
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; | |||||||||||||||||||||||||
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | |||||||||||||||||||||||||
The Company has determined that its derivative liabilities comprised of convertible notes payable fall under Level 2. | |||||||||||||||||||||||||
Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. | |||||||||||||||||||||||||
Loss per Common Share | |||||||||||||||||||||||||
Loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Stock options, warrants, and common stock underlying convertible promissory notes are not considered in the calculations for the periods ended December 31, 2014 and 2013, as the impact of the potential common shares, which totaled approximately 909,480,260 (December 31, 2014) and 29,704,895 (December 31, 2013), would be anti-dilutive, but not decrease loss per share. Therefore, diluted loss per share presented for the years ended December 31, 2014 and 2013 is equal to basic loss per share. | |||||||||||||||||||||||||
Accounting for obligations and instruments potentially settled in the Company’s common stock | |||||||||||||||||||||||||
In connection with any obligations and instruments potentially to be settled in the Company's stock, the Company accounts for the instruments in accordance with ASC Topic 815, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock". This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's stock. Under this pronouncement, contracts are initially classified as equity or as either assets or liabilities, depending on the situation. All contracts are initially measured at fair value and subsequently accounted for based on the then current classification. Contracts initially classified as equity do not recognize subsequent changes in fair value as long as the contracts continue to be classified as equity. For contracts classified as assets or liabilities, the Company reports changes in fair value in earnings and discloses these changes in the financial statements as long as the contracts remain classified as assets or liabilities. If contracts classified as assets or liabilities are ultimately settled in shares, any previously reported gains or losses on those contracts continue to be included in earnings. The classification of a contract is reassessed at each balance sheet date. | |||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||
Revenues on product sales are recognized upon shipment of the product to the customer. Payment terms are typically 30 to 60 days net due following order delivery, depending on the customer. Fee revenues for research and development contracts are typically recognized on milestone dates outlined in the contracts. In instances where definable dates are not outlined, fee revenue is recognized when received. | |||||||||||||||||||||||||
In the fourth quarter ended December 31, 2012, the U.S. Air Force returned the PBIS-2000 unit to the Company to make certain paid design improvements. The work was completed in the first quarter of 2013 and the unit was returned to the Air Force at that time. Expenditures made during the fourth quarter of 2012 on this project was reflected as "Work in progress" on our balance sheets and was offset against the revenue received in the first quarter of 2013 totaling $13,440. | |||||||||||||||||||||||||
Derivative Instruments | |||||||||||||||||||||||||
In connection with the issuances of equity instruments or debt, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities, rather than as equity. In addition, the equity instrument or debt may contain embedded derivative instruments, such as conversion options or listing requirements, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative instruments under the provisions of ASC Topic 815, “Derivatives and Hedging”, formerly known as SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". | |||||||||||||||||||||||||
Restatement | |||||||||||||||||||||||||
The Company is restating its previously issued consolidate financial statements as of and for the year ended December 31, 2013 to corrects its accounting for Series B Preferred Stock. The Company previously recorded the value of the preferred stock in equity and has determined that liability classification is required because the Series B Preferred Stock is convertible into a variable number of shares based on a fixed dollar amount. The following summarizes the impact on the Company’s financial statements for the year ended December 31, 2013: | |||||||||||||||||||||||||
As Reported | Adjustment | Restated | |||||||||||||||||||||||
Series B Preferred Stock Obligation | $ | - | $ | 586,311 | $ | 586,311 | |||||||||||||||||||
Total Liabilities | |||||||||||||||||||||||||
Total stockholders’ deficiency | $ | (7,580,908 | ) | $ | (586,311 | ) | $ | 8,167,219 | |||||||||||||||||
As Reported | Adjustment | Restated | |||||||||||||||||||||||
Interest expense | $ | (107,107 | ) | $ | (75,336 | ) | $ | (182,443 | ) | ||||||||||||||||
Net loss | $ | (1,193,249 | ) | $ | (75,336 | ) | $ | (1,268,585 | ) | ||||||||||||||||
Net loss attributable to non-controlling interest | $ | 64,979 | $ | - | 64,979 | ||||||||||||||||||||
Net loss attributable to AlumiFuel stockholders | $ | (1,128,270 | ) | $ | (75,336 | ) | $ | (1,203,606 | ) | ||||||||||||||||
Net loss per share | $ | (3.39 | ) | $ | (0.23 | ) | $ | (3.62 | ) | ||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||||||
Management reviewed accounting pronouncements issued during the year ended December 31, 2014, and no pronouncements were adopted. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Notes to Financial Statements | ||||||||||
Note 2 - Related Party Transactions | Related Party Accounts Payable | |||||||||
The Board of Directors has estimated the value of management services compensation for the Company at the monthly rate of $8,000 and $2,000 for the president and secretary/treasurer, respectively. The estimates were determined by comparing the level of effort to the cost of similar labor in the local market and this expense totaled $120,000 for each of the years ended December 31, 2014 and 2013. In addition, beginning October 1, 2010 the Company's president and treasurer were accruing management compensation of $7,500 and $3,500, respectively, for their services as managers of AFPI. This amount totaled $132,000 for the years ended December 31, 2014 and 2013. As of December 31, 2014 and 2013, the Company owed $434,862 and $369,692, respectively to its officers for management services compensation. | ||||||||||
In September 2009, the Company's board directors authorized a bonus program for the Company's officers related to their efforts raising capital to fund the Company's operations. Accordingly, the Company's president and secretary are eligible to receive a bonus based on 50% of the traditional "Lehman Formula" whereby they will receive 2.5% of the total proceeds of the first $1,000,000 in capital raised by the Company, 2.0% of the next $1,000,000, 1.5% of the next $1,000,000, 1% of the next $1,000,000 and .5% of any proceeds above $4,000,000. The amount is capped at $150,000 per fiscal year. During the years ended December 31, 2014 and 2013, the Company recorded $2,917 and $4,065, respectively to a corporation controlled by Messrs. Fong and Olson under this bonus program. At December 31, 2014 and 2013, respectively, there was $410 and $3,048 payable under the bonus plan. | ||||||||||
In the years ended December 31, 2014 and 2013, APTI paid a management fee of $6,500 per month to a company controlled by the Company’s officers for services related to its bookkeeping, accounting and corporate governance functions. For each of the years ended December 31, 2014 and 2013, these management fees totaled $78,000. As of December 31, 2014 and 2013, the Company owed $27,485 and $14,485 in accrued fees and related expenses. | ||||||||||
The Company rented office space, including the use of certain office machines, phone systems and long distance fees, from a company owned by its officers at $1,500 per month in 2014 and $1,200 per month in 2013. This fee is month-to-month and is based on the amount of space occupied by the Company and includes the use of certain office equipment and services. Rent expense totaled $18,000 and $14,400 for the years ended December 31, 2014 and 2013, respectively. A total of $5,500 and $700 in rent expense was accrued but unpaid at December 31, 2014 and 2013. | ||||||||||
Accounts payable to related parties consisted of the following at December 31, 2014 and 2013: | ||||||||||
2014 | 2013 | |||||||||
Management compensation and related expenses payable to officers | $ | 434,862 | $ | 396,171 | ||||||
Bonus payable to officers | 410 | 3,048 | ||||||||
Rent payable to affiliate of officers | - | - | ||||||||
Accrued other expenses payable to officers | 32,487 | 26,127 | ||||||||
Total accounts payable, related party | $ | 467,759 | $ | 425,346 | ||||||
Related Party Notes Payable | ||||||||||
AlumiFuel Power Corporation | ||||||||||
The Company issues promissory notes to its officers, and entities affiliated with its officers, from time-to-time. These notes all bear interest at 8% per annum and are due on demand. The following table outlines activity related to issuances and payment on these notes for the years ended December 31, 2014 and 2013: | ||||||||||
Notes Payable – Related Parties and Affiliates: | ||||||||||
Principal balance 12/31/12 | $ | 27,207 | ||||||||
Notes issued 2013 | 36,100 | |||||||||
Notes repaid 2013 | (20,439 | ) | ||||||||
Principal balance 12/31/13 | 42,868 | |||||||||
Notes issued 2014 | 15,500 | |||||||||
Notes repaid 2014 | (36,907 | ) | ||||||||
Principal balance 12/31/14 | $ | 21,461 | ||||||||
HPI Partners, LLC | ||||||||||
In periods prior to December 31, 2012, HPI received loans from Company officers or their affiliates that were repaid in prior periods. Accrued interest due totaling $235 remained unpaid on these paid notes as of both December 31, 2014 and 2013. | ||||||||||
Total notes and interest payable to related parties consisted of the following at December 31, 2014 and 2013: | ||||||||||
2014 | 2013 | |||||||||
Notes payable to officers; interest at 8% and due on demand | $ | 1,512 | $ | 1,512 | ||||||
Notes payable to affiliates of Company officers; interest at 8% and due on demand | 19,949 | 41,356 | ||||||||
Notes payable, related party | 21,461 | 42,868 | ||||||||
Interest payable related party | 8,310 | 9,180 | ||||||||
Total principal and interest payable, related party | $ | 29,771 | $ | 34,215 |
Notes_Payable
Notes Payable | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Notes to Financial Statements | ||||||||||
Note 3 - Notes Payable | AlumiFuel Power Corporation | |||||||||
From time to time the Company has issued various promissory notes payable to an unaffiliated trust, Gulfstream 1998 Irrevocable Trust. All notes bear an interest rate of 8% and are due on demand. As of December 31, 2012, $154,850 in principal and $9,301 in interest was outstanding on these notes. During the year ended, 2013, the trust loaned the Company $76,700 and sold $38,300 in principal on these notes to unaffiliated third parties that converted that balance to convertible notes and/or common stock of the Company. In addition, the Trust was repaid $23,236 in principal and $13,535 in interest during 2013. Please see note Note 6 Capital Stock below for further information on the note sale and conversion transactions. As of December 31, 2013, $170,014 in principal and $13,641 in interest remained unpaid. During the year ended December 31, 2014, the trust loaned the Company an additional $58,800; and sold $126,300 in principal on these notes to unaffiliated third parties that became convertible notes. In addition, the trust converted $7,600 of these notes to common stock during the same period. The Company made payments on these notes during the year ended December 31, 2014 totaling $7,910 in principal and $2,290 in accrued interest. There was $87,004 and $20,091 in accrued interest payable on these notes at December 31, 2014. | ||||||||||
As of December 31, 2012, $32,732 in principal was outstanding on a demand promissory note from an unaffiliated third party with interest payable at 8%. During the years ended December 31, 2014 and 2013, no further transactions occurred leaving a principal balance of $32,732 with interest due of $8,199 and $5,581 as of December 31, 2014 and 2013, respectively. | ||||||||||
As of December 31, 2012, the Company owed an unaffiliated third party $144,351. The notes to this party are due on demand and bear interest at 8% per annum. An additional $43,087 was loaned during the year ended December 31, 2013. During the year ended December 31, 2013, $144,351 of these notes was purchased by a unaffiliated third parties and became convertible notes. As a result of these transactions, there was $43,087 in principal due this party at December 31, 2014 and 2013, respectively with $9,763 and $6,316 in accrued interest payable at those same dates. | ||||||||||
At December 31, 2012, the Company owed a total of $126,440 to CareBourn Capital, an unaffiliated third party. These notes carried interest rates of 8% for 100,000, 60% for $13,000 and 36% for $13,440 of the principal balance. The $13,440 was repaid in 2013 upon receipt of payment by the U.S. Air Force on the design improvements being made to the PBIS-2000 unit shipped during 2012. As a result of these transactions, the principal balance on these notes was $113,000 and interest payable of $19,539 at December 31, 2013. During the year ended December 31, 2014, $100,000 of these notes was reissued as a convertible note and appears under Convertible Notes below. As a result of these transactions there was $13,000 in principal and $20,583 in accrued interest payable as of December 31, 2014. | ||||||||||
During the year ended December 31, 2012, the Company borrowed $6,000 from an unaffiliated third party. This note carried interest at a rate of 8% and was due on demand. No principal or interest was repaid on this note during the year ended December 31, 2012 leaving a principal balance of $6,000 and interest payable of $467 as of that date. No further transactions took place in 2013 leaving a principal balance due of $6,000 with interest payable of $947 at December 31, 2013. During the year ended December 31, 2014, this note was assigned to a third party and converted to common stock of the Company including the conversion of $6,000 in principal and $1,132 in accrued interest leaving no balance due on this note. | ||||||||||
Certain notes for which all principal was paid in previous years have interest payable balances. This amounted to $57 at both December 31, 2014 and 2013, respectively. | ||||||||||
Many of the Company's notes issued to unaffiliated third parties contain provisions allowing them to be converted to common stock of the Company at market price on the date of conversion. | ||||||||||
AlumiFuel Power, Inc. | ||||||||||
Certain notes for which all principal was paid in previous years have interest payable balances. This amounted to $1,050 at both December 31, 2014 and 2013, respectively. | ||||||||||
AlumiFuel Power International, Inc. | ||||||||||
During the quarter ended June 30, 2012, $26,100 in accrued interest payable to an unaffiliated third party was converted to a convertible promissory note leaving an interest balance due of $5 at both December 31, 2014 and 2013. | ||||||||||
As of December 31, 2012 there was a balance due an unaffiliated third party of $25,000 at with an interest rate of 12% issued prior to December 31, 2011. No payments were made in 2013 leaving a principal balance due at December 31, 2013 of $25,000 with accrued interest payable of $8,786. During the quarter ended December 31, 2014, this note and accrued interest was assigned to CareBourn Capital and converted to a new convertible promissory note as explained more fully under Convertible Notes below. | ||||||||||
At December 31, 2014 the company had issued $217,130 to unaffiliated third parties paid in Euros totaling Euro 164,250. The principal amount due was $190,230 as of December 31, 2013. These notes are due one year from issuance with an interest rate of 10% and may be converted to AFPI common stock after six months outstanding if AFPI's common stock begins trading again. A majority of these notes are beyond their maturity date and are therefore in default. As of December 31, 2014 and 2013, there was a total of $29,329 and $8,978, respectively, in interest payable on these notes. | ||||||||||
HPI Partners, LLC | ||||||||||
In periods prior to 2012, the Company issued various notes payable to unaffiliated third parties through HPI. These notes were also repaid in the periods prior to December 31, 2012 leaving interest payable of $647 at December 31, 2014 and 2013. | ||||||||||
Notes and interest payable to others consisted of the following at December 31, 2014 and 2013: | ||||||||||
2014 | 2013 | |||||||||
Notes payable, non-affiliates; interest at 8% and due on demand | $ | 175,823 | $ | 389,833 | ||||||
Notes payable, non-affiliates; interest at 10% and due one year from issuance | 217,130 | 190,230 | ||||||||
392,953 | 580,063 | |||||||||
Interest payable, non-affiliates | 89,724 | 65,547 | ||||||||
Total principal and interest payable, other | $ | 482,677 | $ | 645,610 | ||||||
AlumiFuel Power Corporation Convertible Promissory Notes | ||||||||||
Convertible Notes and Debentures with Embedded Derivatives: | ||||||||||
From time-to-time, we issue convertible promissory notes and debentures with conversion features that we have determined represent an embedded derivative as they are convertible into a variable number of shares upon conversion. Accordingly, these notes are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The Company believes that the aforementioned embedded derivatives meet the criteria of ASC 815 (formerly SFAS 133 and EITF 00-19), and should be accounted for separately as derivatives with a corresponding value recorded as a liability. Accordingly, the fair value of these derivative instruments are recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to the notes in the period in which they are issued. Such discount is capitalized and amortized over the life of the notes. The change in the fair value of the liability for derivative contracts is credited to other income (expense) in the consolidated statements of operations at the end of each quarter. The face amount of the corresponding notes are stripped of their conversion feature due to the accounting for the conversion feature as a derivative, which is recorded using the residual proceeds to the conversion option attributed to the debt. | ||||||||||
2009/2010 Convertible Debentures | ||||||||||
In September 2009 through January 2010 we issued $435,000 of 6% unsecured convertible debentures in transactions with private investors (the “Debentures”). We received net proceeds from the Debentures of $363,190 after debt issuance costs of $71,810 paid to the placement agent. Additionally, the placement agent received a one-time issuance of 900,000 shares of our $0.001 par value common stock valued at $117,000 or $0.13 per share, the market price for our common stock on the date of issuance. | ||||||||||
Among other terms of the offering, the Debentures were originally due in January 2013, extended to December 31, 2013. The Debentures are convertible at a conversion price equal to 75% of the lowest closing bid price per share of the Company’s common stock for the twenty (20) trading days immediately preceding the date of conversion. | ||||||||||
The debt issuance costs of $188,810 were amortized over the three year term of the Debentures so that as of December 31, 2013, all $188,810 of these costs had been expensed as debt issuance costs. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the Debentures resulted in an initial debt discount of $435,000 and an initial loss on the valuation of derivative liabilities of $71,190 for a derivative liability balance of $506,190 at issuance. | ||||||||||
As of December 31, 2012, the total face value of the Debentures outstanding was $47,000 following conversions in previous periods. | ||||||||||
During the year ended December 31, 2013, the debenture holders converted a total of $37,000 in face value of the debentures to 9,867 shares of our common stock, or $3.75 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $49,333 and as of December 31, 2013, the total face value of the Debentures outstanding was $10,000. | ||||||||||
At December 31, 2013, the Company revalued the derivative liability balance of the remaining outstanding Debentures. Therefore, for the period from their issuance to that date, the Company has recorded an expense and decreased the previously recorded liabilities by $492,857 resulting in a derivative liability balance of $13,333 at December 31, 2013. | ||||||||||
At December 31, 2014, the Company revalued the derivative liability balance of the remaining outstanding Debentures. For the year ended December 31, 2014, the Company has recorded income of $8,379 and decreased the previously recorded liabilities resulting in a derivative liability balance of $4,954 at December 31, 2014. | ||||||||||
January 2012 Convertible Notes | ||||||||||
In January 2012 the Company issued two convertible notes of $25,000 each for a total of $50,000 to an unaffiliated third party investor. These notes are due six months from issuance, carry interest at 10% per annum and are convertible at $0.0012 per share. The Company has determined that the conversion feature does not represent an embedded derivative as the conversion price was known and was not variable making it conventional. The Company determined there was a beneficial conversion feature related to the January 2012 Convertible Notes based on the difference between the conversion price of $0.0012 and the market price of the Company’s common stock on the issue dates and recorded as interest expense $4,167 with an offset to additional paid-in capital. In January 2014, the Company agreed to allow the investor it convert $1,700 of this note to stock at a discount to market of 50%. Accordingly, 96,000 shares were issued at a conversion price of $0.0125 per share. The principal balance of these notes was $48,300 and $50,000 as of December 31, 2014 and 2013, respectively. | ||||||||||
January 2012 Interest Note | ||||||||||
In January 2012, the Company converted a total of $26,100 in interest payable on $75,000 in notes of the Company and AFPI to an unaffiliated note holder to a convertible note. This note was due in January 2013 and carries an interest rate of 8% per annum. The note is convertible into shares of our common stock at a 50% discount to the lowest three trading prices in the ten days prior to conversion. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the January 2012 Interest Note resulted in an initial debt discount of $26,100 and an initial loss on the valuation of derivative liabilities of $11,186 for a derivative liability balance of $37,286 at issuance. | ||||||||||
At December 31, 2013, the Company revalued the derivative liability balance of the remaining outstanding January 2012 Interest Note. As a result, for the period from their issuance to December 31, 2013, the Company has recorded an adjustment and increased the previously recorded liabilities by $14,914 resulting in a derivative liability balance of $52,200 at December 31, 2013. | ||||||||||
During the year ended December 31, 2014, the holders converted the entire $26,100 principal plus $4,565 in accrued interest to 336,376 shares of our common stock, or $0.09 per share. As a result of these transactions, the derivative liability was $0 as of December 31, 2014. | ||||||||||
September 2012 Convertible Note | ||||||||||
In September 2012 the Company issued $35,000 of 6% unsecured convertible debenture with a private investor (the “Sept Debenture”). The Sept Debenture was due in September and was convertible at 50% of the lowest closing bid price per of the Company’s common stock for the twenty (20) trading days immediately preceding the date of conversion. Debt issuance costs totaling $11,500 were amortized over the period the loan was outstanding. The beneficial conversion feature (an embedded derivative) included in the Sept Debenture resulted in an initial debt discount of $35,000 and an initial loss on the valuation of derivative liabilities of $35,000 for a derivative liability balance of $70,000 at issuance. | ||||||||||
During the year ended December 31, 2013, the note holder converted the entire $35,000 in face value of the Sept Debenture to 47,442,640 shares of our common stock, or $0.0007 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $70,000. | ||||||||||
October 2012 Convertible Notes | ||||||||||
In October 2012 we issued $10,000 of 8% unsecured convertible debenture with a private investor that were convertible at 50% of the lowest closing price per share of the Company’s common stock for the thirty (30) trading days immediately preceding the date of conversion. As of December 31, 2012, the balance remaining on these notes was $2,980. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the October Notes resulted in an initial debt discount of $10,000 and an initial loss on the valuation of derivative liabilities of $10,000 for a derivative liability balance of $20,000 at issuance. | ||||||||||
During the three months ended March 31, 2013, the holders converted the remaining $2,980 in face value plus $920 in interest to 311,993 shares of our common stock, or $0.0125 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $10,000 and the balance due on the notes was $0. | ||||||||||
October/November Convertible Notes | ||||||||||
In October and November 2012 a private investor purchased a total of $139,600 in existing notes from a third party note holder (together the “October/November Notes”). The notes were amended to include a maturity date that is nine months from the amendment date or July/August 2013 and have an 8% interest rate. The October/November Notes were convertible at 50% of the lowest closing bid price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the October/November Notes resulted in an initial debt discount of $139,600 and an initial loss on the valuation of derivative liabilities of $143,000 for a derivative liability balance of $282,600 at issuance. As of December 31, 2012, the total face value of the Debentures outstanding was $125,000 following conversions in previous periods. | ||||||||||
During year ended December 31, 2013, the note holders converted a total of $46,901 in face value of the October/November Notes to 447,000 shares of our common stock, or $0.105 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $66,962 and as of December 31, 2013, the total face value of the October/November Notes outstanding was $77,519. | ||||||||||
At December 31, 2013, the Company revalued the derivative liability balance of the remaining outstanding Debentures. For the period from their issuance to December 31, 2012, there was an $126,962 decrease to the previously recorded liabilities resulting in a derivative liability balance of $155,638 at December 31, 2013. | ||||||||||
During the year ended December 31, 2014, the debenture holders converted the remaining balance of $77,519 in face value and $10,443 in interest of the debentures to 1,413,655 shares of our common stock, or $0.0625 per share, fully converting these debentures. As a result of these transactions, the Company recorded a decrease to the derivative liability taking it to $0 and as of December 31, 2014, the total face value of the Debentures outstanding was $0. | ||||||||||
2012 and 2013 Asher Convertible Notes | ||||||||||
During the six month period ended June 30, 2012, the Company entered into four separate note agreements with an institutional investor for the issuance of convertible promissory notes in the aggregate amount of $134,000. | ||||||||||
During the nine month period ended September 30, 2013, the Company entered into note agreements with the same institutional investor for the issuance of convertible promissory notes in the aggregate amount of $50,000 on the following dates and in the following amounts (the "2013 Asher Convertible Notes"): | ||||||||||
Date of Issue | Amount | Due Date | ||||||||
5/31/13 | $ | 27,500 | 24-Feb-14 | |||||||
7/31/13 | $ | 22,500 | 22-Apr-14 | |||||||
Together, the above notes comprise the "2012 and 2013 Asher Convertible Notes". | ||||||||||
The 2012 and 2013 Asher Convertible Notes were convertible at 50% of the average of the lowest three trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion with an interest rate of 8% per annum. | ||||||||||
We received net proceeds from the 2012 Asher Convertible Notes of $124,000 after debt issuance costs of $10,000 paid for lender legal fees. As of December 31, 2013, all of these costs had been expensed as debt issuance costs. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the 2012 Asher Convertible Notes resulted in total initial debt discounts of $134,000 and a total initial loss on the valuation of derivative liabilities of $96,167 for a derivative liability balance of $230,167 total for their issuances. | ||||||||||
We received net proceeds from the 2013 Asher Convertible Notes of $45,000 after debt issuance costs of $5,000 paid for lender legal fees. These debt issuance costs were amortized over the terms of the 2013 Asher Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2013, $3,541 of these costs had been expensed as debt issuance costs. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the 2013 Asher Convertible Notes resulted in total initial debt discounts of $50,000 and a total initial loss on the valuation of derivative liabilities of $38,500 for a derivative liability balance of $88,500 total at issuance. | ||||||||||
As of December 31, 2012, the total face value of the 2012 Asher Convertible Notes outstanding was $105,900 following conversions in previous periods. | ||||||||||
During the year ended December 31, 2013, the 2012 Asher Convertible Notes holders converted the remaining $105,900 principal and $7,960 in interest to 589,806 shares of our common stock, or $0.175 per share. As a result of all conversions, the Company recorded a decrease to the derivative liability of $230,167. | ||||||||||
During the year ended December 31, 2013, the 2013 Asher Convertible Notes holders converted a total of $10,390 in principal to 389,523 shares of our common stock, or $0.025 per share. As a result of all conversions, the Company recorded a decrease to the derivative liability of $17,317 and as of December 31, 2013, the total face value of the 2012 Asher Convertible Notes outstanding was $39,610. | ||||||||||
During the year ended December 31, 2014, the 2013 Asher Convertible Notes holders converted the remaining principal balance of $39,610 plus $2,200 in interest to 913,238 shares of our common stock, or $0.045 per share. As a result of all conversions, the Company recorded a decrease to the derivative liability of $79,220 taking it to $0. | ||||||||||
February 2013 Notes | ||||||||||
In February 2013, an investor purchased a note in the amount of $26,000 from one of our third party note holders (the "February 2013 Notes"). The February 2013 Notes may be converted at any time at the lower of a discount to market of 50% of the lowest closing price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion, or $0.00005, as adjusted for splits and other events. This note has an interest rate of 8% per annum and is due in January 2014. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the February 2013 Notes resulted in an initial debt discount of $26,000 and an initial loss on the valuation of derivative liabilities of $26,000 for a derivative liability balance of $52,000 at issuance. | ||||||||||
During the year ended December 31, 2013, the note holders converted a total of $26,000 in face value of the February 2013 Notes to 13,852,300 shares of our common stock, or $0.0019 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $52,000 and as of December 31, 2013, the total face value of the February 2013 Notes outstanding was $0. | ||||||||||
May 2013 Notes | ||||||||||
In May 2013 we issued $2,500 of 8% unsecured convertible note with the same private investor (the “May 2013 Notes”). The May 2013 Notes are due in February 2014 and are convertible at 50% of the lowest closing price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the May 2013 Notes resulted in an initial debt discount of $2,500 and an initial loss on the valuation of derivative liabilities of $2,232 for a derivative liability balance of $4,732 at issuance. | ||||||||||
At December 31, 2013 the Company revalued the derivative liability balance of the remaining outstanding May 2013 Notes totaling $2,500. Therefore, for the period from their issuance to December 31, 2013, the Company has recorded an expense and increased the previously recorded liabilities by $268 resulting in a derivative liability balance of $5,000 at December 31, 2013. | ||||||||||
During the year ended December 31, 2014, the holders converted the $2,500 in face value plus $222 in interest to 64,039 shares of our common stock, or $0.015 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $4,732 and the balance due on the notes was 0. | ||||||||||
2013 CareBourn Notes | ||||||||||
In the year ended December 31, 2013 a private investor purchased a total of $118,351 in existing notes from one of our third party note holders and loaned an additional $32,000 in new notes for a total of $118,351 (together the “2013 CareBourn Notes”). The assumed notes have an interest rate of 6% per annum. The new notes are due in December 2013 and have an 8% interest rate. | ||||||||||
The 2013 Convertible Notes are convertible at a conversion price for each share of common stock equal to 50% of the lowest closing bid price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the 2013 CareBourn Notes resulted in an initial debt discount of $151,351 and an initial loss on the valuation of derivative liabilities of $91,683 for a derivative liability balance of $242,034 at issuance. | ||||||||||
During the year ended December 31, 2013, the note holders converted a total of $17,140 in face value of the 2013 CareBourn Notes to 240,400 shares of our common stock, or $0.075 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $30,256 and as of December 31, 2013, the total face value of the 2013 Convertible Notes outstanding was $133,211. | ||||||||||
At December 31, 2013, the Company revalued the derivative liability balance of the remaining outstanding 2013 Convertible Notes. For the period from their issuance to that date there was an increase of $24,387 to the previously recorded liabilities resulting in a derivative liability balance of $266,421 at December 31, 2013. | ||||||||||
During the year ended December 31, 2014, the note holders converted a total of $133,211 in face value and $7,071 in interest of the 2013 CareBourn Notes to 3,182,010 shares of common stock, or $0.045 per share. As a result of the total conversion of these notes, the Company recorded a decrease to the derivative liability of $242,034 and as of December 31, 2014, the total face value of the 2013 Convertible Notes outstanding was $0. | ||||||||||
2014 CareBourn Notes | ||||||||||
During the year ended December 31, 2014, an institutional investor, CareBourn Capital, converted $100,000 in promissory notes due from the Company into a convertible note due September 30, 2014. In addition, our president, converted $85,000 in fees due him from our subsidiary AFPI into convertible notes due February 1, 2014 ($50,000) and October 2, 2014 ($35,000), which were acquired by this investor. This investor also loaned the Company an additional $70,000 that is due August 2014 through July 2015. These notes total $255,000 (together the “2014 CareBourn Notes) bear interest at 8%-12% per annum and are convertible at a conversion price for each share of common stock equal to 50% of the average of the lowest three closing prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the 2014 CareBourn Notes resulted in an initial debt discount of $205,000 and an initial loss on the valuation of derivative liabilities of $72,950 for a derivative liability balance of $277,950 at issuance. | ||||||||||
During the year ended December 31, 2014, the note holders converted a total of $4,711 in face value of the 2014 CareBourn Notes to 2,021,000 shares of our common stock, or $0.002 per share. As a result of the total conversion of these notes, the Company recorded a decrease to the derivative liability of $5,135 and as of December 31, 2014, the total face value of the 2014 CareBourn Notes outstanding was $250,289. | ||||||||||
At December 31, 2014, the Company revalued the derivative liability balance of the remaining outstanding 2014 CareBourn Notes. For the period from their issuance to that date there was no change in the fair value of the previously recorded liabilities resulting in a derivative liability balance of $272,815 at December 31, 2014. | ||||||||||
JMJ Convertible Note | ||||||||||
In June 2013 we issued $16,500 of 12% unsecured convertible note with a private investor (the “JMJ Convertible Note”). The JMJ Convertible Note is due in May 2014 and is convertible at 60% of the lowest trading price per share of the Company’s common stock for the twenty-five (25) trading days immediately preceding the date of conversion. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the JMJ Convertible Note resulted in an initial debt discount of $16,500 and an initial loss on the valuation of derivative liabilities of $15,180 for a derivative liability balance of $31,680 at issuance. | ||||||||||
During the year ended December 31, 2013, the note holders converted a total of $2,200 in face value of the 2013 CareBourn Notes to 88,000 shares of our common stock, or $0.025 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $3,667 and as of December 31, 2013, the total face value of the 2013 Convertible Notes outstanding was $14,300. | ||||||||||
At December 31, 2013 the Company revalued the derivative liability balance of the remaining outstanding JMJ Convertible Note. Therefore, for the period from their issuance to December 31, 2013, the Company has recorded an expense and increased the previously recorded liabilities by $7,847 resulting in a derivative liability balance of $23,833 at December 31, 2013. | ||||||||||
During the year ended December 31, 2014, the note holders converted a total of $14,300 in face value and $2,167 in interest of the JMJ Notes to 527,467 shares of our common stock, or $0.03 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $23,833 and as of December 31, 2014, the total face value of the 2013 Convertible Notes outstanding was $0. | ||||||||||
Bohn Convertible Note | ||||||||||
In May 2013 we issued a $20,000 8% unsecured convertible note with a private investor (the “Bohn Convertible Note”). The Bohn Convertible Note is due in November at a conversion price of 75% of the lowest trading price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the Bohn Convertible Note resulted in an initial debt discount of $20,000 and an initial loss on the valuation of derivative liabilities of $11,429 for a derivative liability balance of $31,429 at issuance. | ||||||||||
At December 31, 2013 the Company revalued the derivative liability balance of the remaining outstanding Bohn Convertible Note. Therefore, for the period from its issuance to December 31, 2013, the Company has recorded an expense and increased the previously recorded liabilities by $8,571 resulting in a derivative liability balance of $40,000 at December 31, 2013. | ||||||||||
At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding Bohn Convertible Note. Therefore, for the period from their issuance to December 31, 2014, the Company decreased the previously recorded liabilities by $30,133 resulting in a derivative liability balance of $9,867 at December 31, 2014. | ||||||||||
Wexford Convertible Note | ||||||||||
In May 2013, we issued a $75,000 convertible note to the former landlord of API as part of a settlement agreement with respect to a Judgment by Confession entered against API in the Court of Common Pleas Philadelphia County in Philadelphia as described more fully in Note 7 - Commitments and Contingencies below. This note is due in May 2014 and carries an interest rate of 8% per annum. This note may be converted at any time beginning on November 30, 2013 into shares of our common stock at the average of the lowest three (3) Trading Prices for the common stock during the ten trading days prior to the Conversion Date. As this note is convertible at market, there is no imbedded derivative and therefore no corresponding derivative liability. As of both December 31, 2014 and 2013, the entire balance of $75,000 on this note remained outstanding. | ||||||||||
WHC Capital Notes | ||||||||||
During the year ended December 31, 2013, an unaffiliated institutional investor purchased three notes totaling $19,900 from a third party note holders and issued a new note in the amount of $10,000 for a total of $29,900 in amounts due (the "WHC Notes"). The WHC Notes may be converted at any time at a discount to market of 50% of the lowest closing price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion as adjusted for splits and other events. This notes have an interest rate of 8% per annum and are due in June 2014. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the WHC Notes resulted in an initial debt discount of $29,900 and an initial loss on the valuation of derivative liabilities of $25,178 for a derivative liability balance of $55,078 at issuance. | ||||||||||
During the year ended December 31, 2013, the note holders converted a total of $13,688 in face value and $78 in interest of the WHC Notes to 61,828,388 shares of our common stock, or $0.0002 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $23,280 and as of December 31, 2013, the total face value of the WHC Notes outstanding was $16,212. | ||||||||||
At December 31, 2013 the Company revalued the derivative liability balance of the remaining outstanding WHC Notes. Therefore, for the period from their issuance to December 31, 2013, the Company has recorded an expense and increased the previously recorded liabilities by $22,654 resulting in a derivative liability balance of $32,424 at December 31, 2013. | ||||||||||
During the year ended December 31, 2014, the note holders converted the remaining balance of $16,212 in face value and $492 in interest of the WHC Notes to 436,552 shares of our common stock, or $0.02 per share. As a result of these transactions, the Company decreased the derivative liability to $0 and as of December 31, 2014, the total face value of the WHC Notes outstanding was $0. | ||||||||||
During the year ended December 31, 2014, WHC purchased additional notes totaling $101,300 from one of our third party note holders and issued new notes in the amount of $45,000 for a total of $146,300 in amounts due (the "WHC 2104 Notes"). The WHC 2014 Notes may be converted at any time at a discount to market of 50% of the lowest closing price per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion as adjusted for splits and other events. This notes have an interest rate of 8% per annum and are due in March through July 2015. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the WHC 2014 Notes resulted in an initial debt discount of $146,300 and an initial loss on the valuation of derivative liabilities of $17,556 for a derivative liability balance of $163,856 at issuance. | ||||||||||
During the year ended December 31, 2014, the note holders converted a total of $57,565 in face value and $234 in interest due on the WHC 2014 Notes to 1,891,356 shares of our common stock, or $0.03 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability totaling $51,645 and as of December 31, 2014, the total face value of the WHC 2014 Notes outstanding was $88,736. | ||||||||||
At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding WHC 2014 Notes. Therefore, for the period from their issuance to December 31, 2014, the Company has recorded an expense and increased the previously recorded liabilities by $64,472 resulting in a derivative liability balance of $99,384 at December 31, 2014. | ||||||||||
Schaper Note | ||||||||||
In December 2013 we issued a $15,000 8% unsecured convertible note with a private investor (the “Schaper Note”). The Schaper Note is due in August 2014 at a conversion price of 50% of the lowest three trading prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the Schaper Note resulted in an initial debt discount of $15,000 and an initial loss on the valuation of derivative liabilities of $5,000 for a derivative liability balance of $20,000 at issuance. | ||||||||||
At December 31, 2013 the Company revalued the derivative liability balance of the remaining outstanding Schaper Note. Therefore, for the period from its issuance to December 31, 2013, the Company has recorded an expense and increased the previously recorded liabilities by $10,000 resulting in a derivative liability balance of $30,000 at December 31, 2013. | ||||||||||
At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding Schaper Notes. Therefore, for the year ended December 31, 2014, the Company has increased the previously recorded liabilities by $3,500 resulting in a derivative liability balance of $26,500 at December 31, 2014. | ||||||||||
2014 Asher Convertible Note | ||||||||||
In January, 2014, the Company entered into a note agreement with an institutional investor for the issuance of a convertible promissory note in the aggregate amount of $22,500. | ||||||||||
The 2014 Asher Convertible Note is convertible at 50% of the average of the lowest three closing bid prices per share of the Company’s common stock for the ten (10) trading days immediately preceding the date of conversion and carries an interest rate of 8% per annum. | ||||||||||
We received net proceeds from the 2014 Asher Convertible Note of $20,000 after debt issuance costs of $2,500 paid for lender legal fees. These debt issuance costs were amortized over the nine month term of the 2014 Asher Convertible Note and of December 31, 2014, all of these costs had been expensed as debt issuance costs. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the 2014 Asher Convertible Note resulted in total initial debt discounts of $22,500 and a total initial loss on the valuation of derivative liabilities of $1,800 for a derivative liability balance of $24,300 total at issuance. | ||||||||||
During the year ended December 31, 2014, the holder converted a total of $21,000 in face value of the note to 840,000 shares of our common stock, or $0.025 per share. As a result of this transaction, the Company recorded a decrease to the derivative liability of $22,680 and the balance due on the notes was $1,500. | ||||||||||
At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding 2014 Asher Note. Therefore, for the period from its issuance to December 31, 2014, there was no change in the fair value of the previously recorded liabilities resulting in a derivative liability balance of $1,620 at December 31, 2014. | ||||||||||
JSJ Notes | ||||||||||
In February 2014 the Company issued a $25,000 12% unsecured convertible note with a private investor (the “JSJ Convertible Note”). This note is due on August 14, 2014 and is convertible into common stock at 50% of the lowest three closing bid prices for the twenty (20) days immediate preceding the date of conversion. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the JSJ Convertible Note resulted in an initial debt discount of $25,000 and an initial loss on the valuation of derivative liabilities of $1,500 for a derivative liability balance of $26,500 at issuance. | ||||||||||
During the year ended December 31, 2014, the note holders converted a total of $18,377 in face value of the JSJ Notes to 2,066,015 shares of our common stock, or $0.009 per share. As a result of these transactions the total face value of the JSJ Notes outstanding was $6,623. | ||||||||||
At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding JSJ Convertible Note. Therefore, for the period from their issuance to December 31, 2014, the Company decreased the previously recorded liabilities by $19,480 resulting in a derivative liability balance of $7,020 at December 31, 2014. | ||||||||||
LG Funding Notes | ||||||||||
In February 2014 we issued a $40,000 8% unsecured convertible note with a private investor. This note is due on February 15, 2015 and is convertible into common stock at 50% of the lowest closing bid price for the ten (10) days immediate preceding the date of conversion. In June 2014 we issued an additional $25,000 note to this same investor with the same terms and conditions (the “LG Convertible Notes”) | ||||||||||
We received net proceeds from the LG Convertible Note of $61,500 after debt issuance costs of $3,500. These debt issuance costs will be amortized over the terms of the LG Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014, $2,567 of these costs had been expensed as debt issuance costs. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the LG Convertible Notes resulted in an initial debt discount of $65,000 and an initial loss on the valuation of derivative liabilities of $5,200 for a derivative liability balance of $70,200 at issuance. | ||||||||||
During the year ended December 31, 2014, the note holders converted a total of $10,600 in face value and $452 in accrued interest of the LG Funding Notes to 884,141 shares of our common stock, or $0.0125 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $11,448 and as of December 31, 2014, the total face value of the LG Funding Notes outstanding was $54,400. | ||||||||||
At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding LG Convertible Notes. Therefore, for the period from their issuance to December 31, 2014, the Company has decreased the previously recorded liabilities by $11,448 resulting in a derivative liability balance of $58,752 at December 31, 2014. | ||||||||||
Iconic Notes | ||||||||||
In February 2014 the Company issued a $27,500 5% unsecured convertible note with a private investor (the “Iconic Convertible Note”). This note is due on February 26, 2015 and is convertible into common stock at 50% of the lowest trading price for the twenty-five (25) days immediate preceding the date of conversion. | ||||||||||
The Company received net proceeds from the Iconic Convertible Note of $25,000 after debt issuance costs of $2,500. These debt issuance costs will be amortized over the terms of the Iconic Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014, $2,135 of these costs had been expensed as debt issuance costs. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the Iconic Convertible Note resulted in an initial debt discount of $27,500 and an initial loss on the valuation of derivative liabilities of $1,375 for a derivative liability balance of $28,875 at issuance. | ||||||||||
In November 2014 the lender declared an event of default on the note for failure to maintain sufficient shares of the Company’s common stock in reserve for issuance under the note. As a result, the Company incurred $9,664 in default fees that are added to the principal balance of the note. In addition, the interest rate for the remaining balance of the note increased to 20%. | ||||||||||
During the three months ended December 31, 2014, the note holder converted a total of $1,350 in face value of the Iconic Notes to 1,928,571 shares of our common stock, or $0.0007 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $1,418 and as of December 31, 2014, the total face value of the Iconic Notes outstanding was $35,814. | ||||||||||
At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding Iconic Convertible Note resulting in a derivative liability balance of $63,766 at December 31, 2014. | ||||||||||
ADAR Convertible Note | ||||||||||
On June 30, 2013 the Company issued a $25,000 8% unsecured convertible note with a private investor (the “ADAR Convertible Note”). This note is due on February 20, 2015 and is convertible into common stock at 50% of the lowest closing bid price for the ten (10) days immediate preceding the date of conversion. | ||||||||||
The Company received net proceeds from the ADAR Convertible Note of $23,500 after debt issuance costs of $1,500. These debt issuance costs will be amortized over the terms of the ADAR Convertible Notes or such shorter period as the Notes may be outstanding. As of December 31, 2014, $1,238 of these costs had been expensed as debt issuance costs. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the ADAR Convertible Note resulted in an initial debt discount of $25,000 and an initial loss on the valuation of derivative liabilities of $2,000 for a derivative liability balance of $27,000 at issuance. | ||||||||||
During the year ended December 31, 2014, the note holder converted a total of $7,500 in face value of the Adar Convertible Notes to 600,000 shares of our common stock, or $0.0125 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $8,100 and as of December 31, 2014, the total face value of the Adar Notes outstanding was $17,500. | ||||||||||
At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding ADAR Convertible Note resulting in a derivative liability balance of $18,900 at December 31, 2014. | ||||||||||
Beaufort Notes | ||||||||||
In November 2014 the Company issued a $16,000 unsecured convertible note with a private investor (the “Beaufort Note”). This note is due in May 2015 and is convertible into common stock at 50% of the lowest closing bid price for the ten (10) days immediate preceding the date of conversion. In addition, this investor also purchased $15,100 in promissory notes from the Gulfstream Trust for a total amount of notes outstanding of $31,100, which is convertible into common stock at 60% of the lowest closing bid price for the ten (10) days immediate preceding the date of conversion.. The Beaufort Note accrues 5% interest only if it remains unpaid at maturity and only for the amount then owing at maturity through the payment date. | ||||||||||
The Company received net proceeds from the Beaufort Note of $12,500 after debt issuance costs of $3,500. These debt issuance costs will be amortized over the terms of the Beaufort Note or such shorter period as the Note may be outstanding. As of December 31, 2014, $583 of these costs had been expensed as debt issuance costs. | ||||||||||
The beneficial conversion feature (an embedded derivative) included in the Beaufort Notes resulted in an initial debt discount of $31,100 and an initial loss on the valuation of derivative liabilities of $1,244 for a derivative liability balance of $32,344 at issuance. | ||||||||||
During the year ended December 31, 2014, the note holders converted a total of $1,739 in face value of the LG Funding Notes to 2,728,000 shares of our common stock, or $0.0006 per share. As a result of these transactions, the Company recorded a decrease to the derivative liability of $1,656 and as of December 31, 2014, the total face value of the Beaufort Notes outstanding was $29,361. | ||||||||||
At December 31, 2014 the Company revalued the derivative liability balance of the remaining outstanding Beaufort Notes resulting in a derivative liability balance of $30,535 at December 31, 2014. | ||||||||||
Convertible notes payable, net of discounts; and interest payable consisted of the following at December 31, 2014 and 2013: | ||||||||||
December 31, | ||||||||||
2014 | ||||||||||
Convertible debentures; non-affiliates; interest at 6% and due December 2013; outstanding principal of $10,000 face value; net of discount of $0 | $ | 10,000 | ||||||||
January 2012 Convertible Notes; non-affiliate; interest at 8%; due January 2013 | 48,300 | |||||||||
2014 Asher Convertible Notes; non-affiliate, interest at 8%; due May 2012; $1,500 face value net of discount of $250 | 1,500 | |||||||||
2014 CareBourn Notes; non-affiliate; interest at 8%-12; due August 14 through July 2015; $250,289 face value net of discount of $28,333 | 221,956 | |||||||||
Bohn Convertible Note; non-affiliate; interest at 8%; $20,000 face value net of discount of $0 | 20,000 | |||||||||
Wexford Convertible Note; non-affiliate; interest at 8%; $75,000 face value net of discount of $0 | 75,000 | |||||||||
WHC Convertible Notes; non-affiliate; interest at 8%; $88,739 face value net of discount of $39,528 | 49,211 | |||||||||
Schaper Notes; non-affiliate; interest at 8%; due August 2014; face value $25,000 net of discount of $1,111 | 25,000 | |||||||||
JSJ Notes; non-affiliate; interest at 12%; due August 2014; face value $6,623 net of discount of $0 | 6,623 | |||||||||
LG Funding Notes; non-affiliate; interest at 8%; due February 2015; face value $54,400 net of discount of $16,358 | 38,042 | |||||||||
Iconic Notes; non-affiliate; interest at 5%; due February 2015; face value $35,814 net of discount of $3,438 | 32,376 | |||||||||
ADAR Notes; non-affiliate; interest at 8%; due February 2015; face value $17,500 net of discount of $4,357 | 13,125 | |||||||||
Beaufort Notes; non-affiliate; interest at 8%; due May 2015; face value $29,261 net of discount of $22,192 | 7,169 | |||||||||
Total convertible notes, net of discount | 548,301 | |||||||||
Discount on convertible notes | 114,221 | |||||||||
Total convertible notes payable | 662,522 | |||||||||
Interest payable, convertible notes | 129,386 | |||||||||
Total convertible notes payable and accrued interest payable | $ | 791,908 | ||||||||
December 31, | ||||||||||
2013 | ||||||||||
Convertible debentures; non-affiliates; interest at 6% and due December 2013; outstanding principal of $10,000 face value; net of discount of $0 | 10,000 | |||||||||
2012 & 2013 Convertible Notes; non-affiliate, interest at 8%; due May 2012-April 2014; $39,610 face value net of discount of $18,650 | 20,960 | |||||||||
January 2012 Convertible Notes; non-affiliate; interest at 8%; due January 2013 | 50,000 | |||||||||
January 2012 Interest Note; non-affiliate; interest at 8%; due January 2013; $26,100 face value net of discount of $0 | 26,100 | |||||||||
October 2012 Convertible Notes; non-affiliate; interest at 8%; due October 2013; $5,480 face value net of discount of $938 | 4,542 | |||||||||
October/November Convertible Notes; non-affiliate; interest at 8%; $82,299 face value net of discount of $0 | 78,099 | |||||||||
2013 CareBourn Notes; non-affiliate; interest at 6-8%; due August 2013 to August 2014; $133,211 face value net of discount of $44,000 | 89,211 | |||||||||
JMJ Convertible Notes; non-affiliate; interest at 12%; due June 2014; $14,300 face value net of discount of $3,667 | 10,633 | |||||||||
Bohn Convertible Note; non-affiliate; interest at 8%; due November 2013; $20,000 face value net of discount of $0 | 20,000 | |||||||||
Wexford Convertible Note; non-affiliate; interest at 8%; $75,000 face value net of discount of $0 | 75,000 | |||||||||
WHC Convertible Note; non-affiliate; interest at 8%; $16,212 face value net of discount of $12,184 | 4,028 | |||||||||
Schaper Note; non-affiliate; interest at 8%; due August 2014; face value $15,000 net of discount of $13,333 | 1,667 | |||||||||
Total convertible notes, net of discount | $ | 390,240 | ||||||||
Discount on convertible notes | 92,772 | |||||||||
Total convertible notes payable | 483,012 | |||||||||
Interest payable, convertible notes | 93,347 | |||||||||
Total convertible notes payable, net of discount, and accrued interest payable | $ | 576,359 |
Other_Selling_General_And_Admi
Other Selling General And Administrative Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Selling General And Administrative Expenses | |||||||||
Note 4 - Other selling general and administrative expense | Other selling general and administrative expense for the years ended December 31, 2014 and 2013 consisted of the following: | ||||||||
Year ended December 31, | Year ended December 31, | ||||||||
2014 | 2013 | ||||||||
General and administrative | $ | 109,698 | $ | 128,889 | |||||
Legal and accounting | 42,921 | 29,611 | |||||||
Professional services | 80,909 | 175,974 | |||||||
Bad debt expense | 1,961 | 11,122 | |||||||
Recovery of allowed for debt | (89,500 | ) | (120,750 | ) | |||||
Salaries | 200,000 | 200,000 | |||||||
$ | 345,989 | $ | 424,846 |
Notes_Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 5 - Notes Receivable | At December 31, 2014 and 2013, there were $62,853 and $152,353 in loans due the Company from FastFunds Financial Corporation (“FFFC”), an affiliate in which the Company is a minority stockholder, to assist FFFC in payment of its ongoing payment obligations and protect the Company's investment. Of this amount, $1,900 was advanced in 2013. During the years ended December 31, 2014 and 2013, FFFC was able to repay $89,500 and $120,750, respectively, in principal on these loans. Each of these loans carries an interest rate of 8% per annum and are due on demand. Management of the Company evaluated the likelihood of payment on these notes and has determined that an allowance of the entire balance due is appropriate. Accordingly, the Company recorded bad debt expense of $1,900 in the year ended December 31, 2013 that is included in other selling, general and administrative expenses on the Company’s statement of operations for each period. The Company has allowed for all interest due on these notes and did not record any interest receivable during the years ended December 31, 2014 and 2013. Given the uncertainty of payments on these notes, if payments of interest are received they are considered interest income that is offset against interest expense. |
As of December 31, 2014 and 2013, the Company had $8,000 due from a then affiliated publicly traded company. This note carries interest at 8% per annum and is due on demand. The entire principal balance of $8,000 plus $2,023 and $1,222 in accrued interest remained receivable at December 31, 2014 and 2013, respectively. Management of the Company evaluated the likelihood of payment on these notes and has determined that an allowance of the entire balance due is appropriate. Accordingly, the Company recorded bad debt expense of $9,383 in the year ended December 31, 2013 that is included in other selling, general and administrative expenses on the Company’s statement of operations for each period. The Company also recorded bad debt expense of $1,222 in interest owed as of September 30, 2013, which is considered interest income and offset against income expense; and is no longer recording interest receivable on these notes. |
Capital_Stock
Capital Stock | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||
Note 6 - Capital Stock | Effective on April 24, 2013, the Company effectuated a 1 for 200 reverse stock split. As a result of this transaction, a total of 6,406,699,320 shares of issued and outstanding pre-split common stock became 32,033,497 shares of post-split common stock. The Company filed a Certificate of Change with the Secretary of State of Nevada, pursuant to which the Company effectuated the reverse split as well as decreased the authorized capital stock of the Company from 7,510,000,000 shares to 760,000,000 shares, of which 750,000,000 shares are $0.001 par value common stock and 10,000,000 shares may be $0.001 par value preferred stock having the voting powers, designations, preferences, limitations, restrictions and relative rights as determined by the board of directors from time to time. As a result of the reverse split, the number of shares outstanding and per share information for all prior periods presented have been retroactively restated to reflect the new capital structure. | |||||||||||||||||||||
On October 14, 2013, we filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, pursuant to which the Company increased the authorized capital stock of the Company from 510,000,000 shares to 760,000,000 shares, of which 10,000,000 shares may be preferred stock having the voting powers, designations, preferences, limitations, restrictions and relative rights as determined by the board of directors from time to time. | ||||||||||||||||||||||
On January 23, 2014, we filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, pursuant to which the Company increased the authorized capital stock of the Company from 760,000,000 shares to 3,510,000,000 shares, of which 10,000,000 shares may be preferred stock having the voting powers, designations, preferences, limitations, restrictions and relative rights as determined by the board of directors from time to time. | ||||||||||||||||||||||
Effective September 5, 2014, the Company changed is state of Domicile from Nevada to Wyoming. On September 18, 2014, the Company received notice that the Wyoming Secretary of State had accepted an amendment to its articles of incorporation through which the number of shares of authorized common and preferred stock of the Company went from 3,500,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock, to unlimited shares of $0.001 par value common stock and unlimited shares of $0.001 par value preferred stock. | ||||||||||||||||||||||
On November 19, 2014, the Company effected a 1 for 250 reverse split of its common stock following which a total of 3,840,199,334 shares of issued and outstanding pre-split common stock became 15,360,797 shares of post-split common stock. As a result of the reverse split, the number of shares outstanding and per share information for all prior periods presented have been retroactively restated to reflect the new capital structure. | ||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||
During the year ended December 31, 2013, we issued a total of 2,429,292 shares of our common stock on the conversion of $447,941 in principal and interest on our various convertible promissory notes. In addition to the converted principal and interest on the notes, the Company recorded $445,537 in additional expense for the derivative liability for a total cost to the Company of $893,478 or $0.37 per share. | ||||||||||||||||||||||
During the year ended December 31, 2013, we issued 7,360 shares of our common stock to a noteholder upon conversion of $18,400 in promissory notes. In addition to the face value of the notes, the Company recorded $18,400 in additional expense for the difference between the conversion price ($0.25) and the market price on the issuance dates for a total cost to the Company of $36,800 or $0.20 per share. | ||||||||||||||||||||||
During the year ended December 31, 2014, we issued a total of 19,948,381 shares of our common stock on the conversion of $479,656 in principal and interest on our various convertible promissory notes. In addition to the converted principal and interest on the notes, the Company recorded $736,286 in additional expense for the derivative liability for a total cost to the Company of $1,212,942 or $0.00043 per share. | ||||||||||||||||||||||
During the year ended December 31, 2014, we issued 988,533 shares of our common stock to noteholders upon the conversion of $26,332 in promissory notes and accrued interest. In addition to the face value of the notes, the Company recorded $244,540 in additional expense for the difference between the conversion price and the market price on the issuance dates for a total cost to the Company of $270,872 or $0.0009 per share. | ||||||||||||||||||||||
Preferred Stock | ||||||||||||||||||||||
In August 2011, the Company authorized the issuance of up to 750,000 shares of $0.001 par value Series B Preferred Stock (the "Series B Preferred"). The Series B Preferred has a stated value of $1.00 and pays a dividend of 8% payable quarterly in our common stock. In the event of a liquidation of the Company, the holders of Series B Preferred then outstanding will be entitled to receive a liquidation preference, before any distribution is made to the holders of our common stock, in an aggregate amount equal to the par value of their shares of Series B Preferred. Each share of Series B Preferred is convertible into that number of shares of common stock on terms that are equal to (i) 100% of the Stated Value divided by (ii) 52% of the average of the three lowest day closing bid prices of the Company’s common stock for the 10 trading days immediately preceding the conversion. There is a Mandatory Conversion Date of July 12, 2016. At any time after the date of issuance of the Series B Preferred until the Mandatory Conversion Date, we may redeem, in cash, the Series B Preferred in accordance with the following: (a) if prior to or on the first anniversary of the date of issue at 105% of the Stated Value thereof and (b) if after the first anniversary of the date of issue and prior to the Mandatory Conversion Date at 110% of the Stated Value thereof (the “Redemption Price”). | ||||||||||||||||||||||
There were 404,055 shares of our Series B Preferred Stock outstanding at December 31, 2014 and 2013. There were $110,395 and $78,071 in dividends payable on our Series B Preferred stock at December 31, 2014 and 2013, respectively, including $32,324 in dividends accrued in each of the years then ended. | ||||||||||||||||||||||
The Company is restating its previously issued consolidated financial statements as of and for the year ended December 31, 2013 to corrects its accounting for Series B Preferred Stock. The Company previously recorded the value of the preferred stock in equity and has determined that liability classification is required because the Series B Preferred Stock is convertible into a variable number of shares based on a fixed dollar amount. | ||||||||||||||||||||||
Warrants | ||||||||||||||||||||||
In March 2013, we issued a total of 600 warrants to an unaffiliated third party that are exercisable for a period of three years at an exercise price of $50.00 per share. These warrants were valued at $3,000 based upon the Black Scholes option pricing model, which amount is included in "stock based compensation" in the year ended December 31, 2013. | ||||||||||||||||||||||
Issuance Date | Fair Value | Term | Conversion | Market Price on | Volatility | Interest | ||||||||||||||||
Price | Grant Date | Percentage | Rate | |||||||||||||||||||
3/7/13 | $ | 3,000 | 3 years | $ | 0.25 | $ | 0.25 | 275 | % | 0.38 | % | |||||||||||
In May 2013, we issued a total of 160 warrants to an unaffiliated third party that are exercisable for a period of three years at an exercise price of $2.50 per share. These warrants were valued at $239 based upon the Black Scholes option pricing model, which amount is included in "stock based compensation" in the year ended December 31, 2013. | ||||||||||||||||||||||
Issuance Date | Fair Value | Term | Conversion | Market Price on | Volatility | Interest | ||||||||||||||||
Price | Grant Date | Percentage | Rate | |||||||||||||||||||
5/14/13 | $ | 239 | 3 years | $ | 2.5 | $ | 1.5 | 287 | % | 0.25 | % | |||||||||||
A summary of the activity of the Company’s outstanding warrants at December 31, 2013 and December 31, 2014 is as follows: | ||||||||||||||||||||||
A summary of the activity of the Company’s outstanding warrants at December 31, 2013 and December 31, 2014 is as follows: | Warrants | Weighted-average exercise price | Weighted-average grant date fair value | |||||||||||||||||||
Outstanding and exercisable at December 31, 2012 | 3,760 | $ | 100 | $ | 50 | |||||||||||||||||
Granted | 760 | 4 | 4.25 | |||||||||||||||||||
Expired/Cancelled | - | - | - | |||||||||||||||||||
Exercised | - | - | - | |||||||||||||||||||
Outstanding and exercisable at December 31, 2013 | 4,520 | $ | 107 | $ | 17.5 | |||||||||||||||||
Granted | - | - | - | |||||||||||||||||||
Expired/Cancelled | - | - | - | |||||||||||||||||||
Exercised | - | - | - | |||||||||||||||||||
Outstanding and exercisable at December 31, 2014 | 4,520 | $ | 107 | $ | 17.5 | |||||||||||||||||
The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of December 31, 2014: | ||||||||||||||||||||||
Exercise | Number of options | Weighted-average | Weighted-average | |||||||||||||||||||
price range | outstanding | exercise price | remaining life | |||||||||||||||||||
$2.50 | 160 | $ | 2.5 | 1.4 years | ||||||||||||||||||
$75.00-$200.00 | 4,200 | 96.43 | 1.8 years | |||||||||||||||||||
$500.00 | 160 | 500 | 1.9 years | |||||||||||||||||||
4,520 | $ | 0.43 | 1.7 years | |||||||||||||||||||
Stock Options | ||||||||||||||||||||||
On March 4, 2009, our board of directors authorized our 2009 Stock Incentive Plan which was amended on May 6, 2009 and approved by our stockholders effective on May 26, 2009. The plan allows for the issuance of up to 400 shares of our common stock through one or more incentive grants including stock options, stock appreciation rights, stock awards, restricted stock issuances and performance shares to officers, directors, employees and consultants of the Company. The plan is administered by our board of directors. | ||||||||||||||||||||||
All options outstanding at December 31, 2014 are fully vested and exercisable. A summary of outstanding stock option balances under 2009 Stock Incentive Plan at December 31, 2013 and at December 31, 2014 is as follows: | ||||||||||||||||||||||
2009 Stock Incentive Plan | ||||||||||||||||||||||
Options | Weighted-average exercise price | Weighted-average remaining contractual life (years) | Aggregate | |||||||||||||||||||
intrinsic value | ||||||||||||||||||||||
Outstanding at December 31, 2012 | 400 | $ | 3,750.00 | 1.7 | $ | 0 | ||||||||||||||||
Options expired | - | - | - | - | ||||||||||||||||||
Options granted | - | - | - | - | ||||||||||||||||||
Outstanding at December 31, 2013 | 400 | $ | 3,750.00 | 0.8 | $ | 0 | ||||||||||||||||
Options expired | (227 | ) | ||||||||||||||||||||
Options granted | - | - | - | - | ||||||||||||||||||
Outstanding at December 31, 2014 | 173 | $ | 2,050.00 | 0.2 | $ | 0 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 7 - Commitments and Contingencies | Payroll Liabilities |
Following the formation of API in May 2008, HPI hired certain former employees of Hydrogen Power, Inc. and maintained an office in Seattle, Washington for a period of approximately five months. During that time, API paid wages to these employees without the benefit of a payroll management service. Upon API's move from Seattle to Philadelphia, Pennsylvania in October 2008, the Company retained the services of a payroll management service to handle its payroll functions. During the period from May to October 2008, the Company recorded $52,576 in payroll liabilities due from wages paid to its employees and has been recording estimated penalties and interest quarterly on the balance. During the year ended December 31, 2013, the Company recorded additional estimated penalty and interest expense of $15,436 for an estimated balance due at that date of $134,083. During the year ended December 31, 2014, the Company recorded additional estimated penalty and interest expense of $15,976 for an estimated balance due at that date of $150,059. This amount is included on the balance sheets at December 31, 2014 and 2013 as “payroll liabilities”. | |
Office Lease Agreement | |
Effective on July 1, 2009, API entered into a lease for office and laboratory space in the University City Science Center in Philadelphia, Pennsylvania. Totaling approximately 2,511 square feet, the term of the agreement was for five years and six months expiring on December 31, 2014. In addition, the Company was obligated to pay certain common area maintenance fees of $1,886 per month during 2011. | |
In November 2011, the Company determined it could no longer sustain the significant payments under the lease and vacated the premises. On November 30, 2011, API was notified that a Judgment by Confession had been entered against it in the Court of Common Pleas Philadelphia County in Philadelphia, Pennsylvania by Wexford-UCSC II, L.P., its former landlord. The Judgment by Confession assesses total damages of $428,232, which is comprised of the following: $73,995 for unpaid monthly rent, maintenance fees, interest and late charges for the period through November 30, 2011; attorney's fees of $5,000; rent and maintenance charges of $10,020 for December 2011; and the value of future rent payments for the period from January 1, 2012 to December 31, 2014 of $339,217. The complaint alleged a breach of contract and event of default for API related to this lease. As of March 31, 2013, the Company had recorded $67,429 in rent expense that was included in "accounts payable, other" as of that date. The additional judgment amount totaling $360,803 was expensed as "litigation contingency" on our statements of operations and is recorded under the same name as a liability on balance sheets at March 31, 2013. | |
We reached a Settlement Agreement with Wexford-UCSC II, L.P. in May 2013. Pursuant to the terms of the Settlement Agreement, the Company paid a cash payment of $2,000 and issued a Convertible Promissory Note in the amount of $75,000, as described more fully as "Wexford Convertible Note" in Note 3 - Notes Payable above. Also pursuant to the terms of the Settlement Agreement, AlumiFuel Power, Inc., AlumiFuel Power Corporation and all affiliated entities and persons have been fully released. As a result of this settlement, we recorded a gain of $351,232 as of December 31, 2013, listed as litigation contingency under "other income (expense" on our statements of operations for the difference between the total assessed damages of $428,232 and the settlement amount valued at $77,000. |
Income_Tax
Income Tax | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 8 - Income Tax | A reconciliation of U.S. statutory federal income tax rate to the effective rate follows for the years ended December 31, 2014 and 2013: | ||||||||
For the year ended December 31, | For the year ended December 31 | ||||||||
2014 | 2013 | ||||||||
U.S. statutory federal rate | 34 | % | 34 | % | |||||
State income tax rate | 4.63 | % | 4.63 | % | |||||
Net operating loss for which no tax benefit is currently available | -38.63 | % | -38.63 | % | |||||
0 | % | 0 | % | ||||||
At December 31, 2014, deferred tax assets consisted of a net tax asset of $9,889,530, due to operating loss carry forwards of $25,600,648, which was fully allowed for, in the valuation allowance of $9,889,530. The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery. The increase in the deferred tax assets and the corresponding valuation allowance during the year ended December 31, 2014 was $1,027,530 based on the $8,862,000 reported by the Company at December 31, 2013. The net operating loss carry forward expires through the year 2034. | |||||||||
The valuation allowance is evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required. | |||||||||
Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Company's tax net operating loss carry forwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 9 - Subsequent Events | During the period from January 1, 2015 to March 31, 2015, the Company has issued 685,772,412 shares of common stock from the conversion of promissory notes totaling $137,528 in principal and $4,278 in interest for a total of $141,806. |
During the period from January 1, 2015 to March 31, 2015, the Company has received $92,500 from the issuance of $101,000 in convertible notes payable. | |
Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||
Organization and Basis of Presentation | AlumiFuel Power Corporation (the “Company”) was incorporated on January 19, 2000 under the laws of the state of Nevada as Organicsoils.com, Inc. Effective September 5, 2014, the Company changed its corporate domicile from Nevada to Wyoming. | ||||||||||||||||||||||||
The Company operates primarily through its subsidiaries, NovoFuel, Inc. (“Novofuel”), AlumiFuel Power, Inc., a Colorado corporation ("API"), AlumiFuel Power Technologies, Inc., a Colorado corporation ("APTI") and AlumiFuel Power International, Inc. ("AFPI"), a Canadian corporation. The Company is an early production stage renewable energy company whose processes generate hydrogen gas and heat through the chemical reaction of aluminum, water, and proprietary additives. This technology is ideally suited for multiple applications requiring on-site, on-demand fuel sources, serving National Security and commercial customers. The Company's hydrogen generation feeds fuel cells for backup and portable power, provides lift gas for weather balloons, and can replace costly, hard-to-handle and high pressure K-Cylinders. Its hydrogen/heat output is also being designed and developed to power fuel cell-based and turbine-based undersea propulsion and auxiliary power systems. In addition, NovoFuel has embarked on a new initiative to design and field hybrid renewable energy solutions for medical cannabis grow operations and potentially oilfield operations. The Company has significant differentiators in performance, adaptability, safety and cost-effectiveness in its target market applications, with no external power required and no toxic chemicals or by-products. | |||||||||||||||||||||||||
In February 2014, the Company announced plans to change its strategic direction. In addition, the Company announced that it had formed a new subsidiary, Bitcoin Capital Corporation, to pursue early stage opportunities in Bitcoin and other cryptocurrency. As of the filing of this report, Bitcoin Capital Corporation has not begun operating and the Company has put this plan on hold indefinitely given certain changes in the market for Bitcoins subsequent to that announcement. The Company also announced that its board of directors had approved a name change to AFPW Holdings, Inc. although the name change has not yet been completed. | |||||||||||||||||||||||||
The financial statements contained herein for the years ended December 31, 2014 and 2013 comprise the consolidated financial statement of the Company and its subsidiaries NovoFuel, API, APTI, AFPI, and HPI Partners, LLC ("HPI"). | |||||||||||||||||||||||||
On November 19, 2014, the Company effected a 1 for 250 reverse split of its common stock following which a total of 3,840,199,334 shares of issued and outstanding pre-split common stock became 15,360,797 shares of post-split common stock. As a result of the reverse split, the number of shares outstanding and per share information for all prior periods presented have been retroactively restated to reflect the new capital structure. | |||||||||||||||||||||||||
Formation of NovoFuel, Inc. | In 2013, the Company transferred all of the assets related to our hydrogen generation business to a new wholly owned subsidiary, NovoFuel, Inc. in exchange for 12,000,000 shares of Novofuel common stock; 2,000,000 of which were allocated to the Company’s majority-owned subsidiary, AFPI, in exchange for the return of the European intellectual property and marketing rights back to the Company for use by NovoFuel. Novofuel was formed as a separate entity in anticipation of executing a transaction with Genport, SrL of Italy. In November 2013, the Company signed an agreement with Genport, SrL of Italy to combine and integrate their technologies, assets and operations into NovoFuel, contingent upon closing of private financing of up to $4,500,000 for the venture. On closing of a capital investment, NovoFuel common shares were to be allocated to Genport shareholders in exchange for 100% of Genport shares. As of the date of this report, this financing has not been completed and the Company cannot guarantee it will be completed thereby finalizing this transaction. | ||||||||||||||||||||||||
Formation of AlumiFuel Power International, Inc. | In February 2010, the Company formed its subsidiary, AFPI. In connection with the formation of the AFPI, the Company and AFPI executed a License Agreement through which AFPI received certain international marketing rights and the rights to utilize certain intellectual property from the Company for exploitation in countries and territories outside of North America in exchange for 25,000,000 shares of the Company's $0.001 par value common stock. In addition, the Company purchased 15,000,000 shares of AFPI common stock at $0.01 per share. On July 31, 2011, the Company and AFPI executed a Patent Purchase Agreement through which the Company sold AFPI the international patent rights to certain of the Company's intellectual property. In exchange for the sale of these rights, the Company received 7,500,000 shares of AFPI common stock valued at $10,275,000, the market value of the stock on the Deutsche Börse Frankfurt Stock Exchange on the agreement date. | ||||||||||||||||||||||||
As of December 31, 2013, AFPI had issued a total of 19,611,864 shares of its common stock in the private placements, warrant exercises, stock issued to consultants and noteholders and stock issued to officers and directors in exchange for fees. As a result of these transactions, the total number of AFPI shares outstanding at December 31, 2013 was 68,111,864 shares. | |||||||||||||||||||||||||
As a result a result of various transactions that occurred prior to December 31, 2012, the Company owned 39,984,494 shares of AFPI common stock as of that date. During the year ended December 31, 2013, the Company paid 384,615 shares of AFPI common stock to the trustee of its German bank accounts in payment of fees resulting in the Company owning 39,599,879 shares of AFPI common stock at December 31, 2013 and 2014, respectively. | |||||||||||||||||||||||||
The Company maintains a custody account for our cash and securities in Germany that had a cash balance of $437and $583 at December 31, 2014 and 2013, respectively, and is reflected as Cash on our consolidated balance sheet. | |||||||||||||||||||||||||
In December 2012, the Deutsche Börse Frankfurt Stock Exchange closed the First Quotation Board, the exchange on which AFPI's common stock traded. The Company has investigated, and will continue to investigate, alternative markets on which to present AFPI’s common stock for listing, however, as of the date of the filing of this report no such exchange has been identified that management believes will serve the interest of the Company or its shareholders. | |||||||||||||||||||||||||
Going Concern | Inherent in the Company’s business are various risks and uncertainties, including its limited operating history. The Company’s future success will be dependent upon its ability to market its products including its portable balloon inflation devices including the PBIS-1000 (of which the Company sold three units in 2010) and the PBIS-2000 (of which the Company delivered one unit to the U.S. Air Force in 2012, which unit the Air Force returned to the Company in the fourth quarter of 2012 to make certain paid improvements, which totaled $13,440 in revenue during 2013). In addition, this is dependent on the Company developing products based on its new initiative to design and field hybrid renewable energy solutions for medical cannabis grow operations and potentially oilfield operations, which will require a substantial capital investment. | ||||||||||||||||||||||||
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred operating losses since inception, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant restructuring to sustain its operations for the foreseeable future. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. | |||||||||||||||||||||||||
The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to raise capital through equity offerings and debt borrowings to meet its obligations on a timely basis and ultimately to attain profitability through the successful commercialization of its products. | |||||||||||||||||||||||||
Use of Estimates | The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||||||||||||
Cash and Cash Equivalents | The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. Cash equivalents at December 31, 2014 and 2013 were $-0-. | ||||||||||||||||||||||||
Income Taxes | The Company accounts for income taxes under the provisions of ASC Topic 740, formerly known as SFAS No. 109, “Accounting for Income Taxes”. ASC Topic 740 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance for net deferred taxes is provided unless the ability to realize the deferred amount is judged by management to be more likely than not. The effect on deferred taxes from a change in tax rates is recognized in income in the period that includes the enactment date. More information on the Company’s income taxes is available in Note 6. Income Taxes in these financial statements. | ||||||||||||||||||||||||
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined. We are not currently under examination by the Internal Revenue Service or any other jurisdiction. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. | |||||||||||||||||||||||||
Stock-based Compensation | The Company has certain stock option plans approved by its stockholders, and also grants options and warrants to consultants outside of its stock option plan pursuant to individual agreements. | ||||||||||||||||||||||||
The Company accounts for compensation expense for its stock-based employee compensation plans and issuances of options and warrants to consultants in accordance with ASC Topic 718, formerly known as SFAS No. 123R "Share Based Payment" which replaced SFAS No. 123, "Accounting for Stock-Based Compensation" (“SFAS No. 123”) and supersedes Opinion No. 25 of the Accounting Principles Board, "Accounting for Stock Issued to Employees" (APB 25). The Company has elected the modified-prospective method, under which prior periods are not revised for comparative purposes. See Note 5. Capital Stock for further information on the Company's stock options plans and other warrant/option issuances. | |||||||||||||||||||||||||
Property, equipment and leaseholds | Property, equipment and leaseholds are stated at cost, and depreciation is provided by use of accelerated and straight-line methods over the estimated useful lives of the assets. The cost of leasehold improvements is depreciated over the estimated useful life of the assets or the length of the respective leases, whichever period is shorter. The estimated useful lives of property, equipment and leaseholds are as follows: | ||||||||||||||||||||||||
Office equipment, furniture and vehicles | 5 years | ||||||||||||||||||||||||
Computer hardware and software | 3 years | ||||||||||||||||||||||||
Leasehold improvements | 7 years | ||||||||||||||||||||||||
The Company's property and equipment consisted of the following at December 31, 2014 and 2013: | |||||||||||||||||||||||||
Cost | Accumulated Depreciation | Balance | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Equipment | $ | 5,799 | $ | 5,799 | $ | 5,799 | $ | 5,799 | $ | 0 | $ | 0 | |||||||||||||
Furniture | 1,680 | 1,680 | 1,680 | 1,484 | 0 | 196 | |||||||||||||||||||
Total | $ | 7,479 | $ | 7,479 | $ | 7,479 | $ | 7,283 | $ | 0 | $ | 196 | |||||||||||||
Debt Issue Costs | The costs related to the issuance of debt are capitalized and amortized to interest expense using the straight-line method over the lives of the related debt. The straight-line method results in amortization that is not materially different from that calculated under the effective interest method. | ||||||||||||||||||||||||
Non-Controlling Interests | In February 2010, the Company formed its subsidiary, AFPI. The total number of AFPI shares outstanding at December 31, 2014 and 2013, respectively, was 68,114,864. | ||||||||||||||||||||||||
The value of all shares of AFPI held by the Company have been eliminated on consolidation of the financial statements at December 31, 2014 and 2013 as intercompany accounts. At December 31, 2014 and 2013 there were 28,511,985 shares held by shareholders other than the Company representing 42% of the outstanding common shares of AFPI as of those dates. At December 31, 2014 a non-controlling interest in AFPI that totaled $3,975,495 is included in the Company’s consolidated balance sheet. In addition, $70,039 of the net loss of AFPI of $167,314 for the year ended December 31, 2014 has been attributed to the non-controlling interest of those stockholders. Similarly, for the year ended December 31, 2013, the non-controlling interest totaled $4,045,534 with $64,979 of AFPI’s total net loss of $155,227 attributed to the non-controlling interest of those stockholders. | |||||||||||||||||||||||||
Fair value of financial instruments | The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the Company’s estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange. | ||||||||||||||||||||||||
The fair values of cash and cash equivalents, current non-related party accounts receivable, and accounts payable approximate their carrying amounts because of the short maturities of these instruments. | |||||||||||||||||||||||||
The fair values of notes and advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments. The fair values of receivables from related parties are not practicable to estimate, based upon the related party nature of the underlying transactions. | |||||||||||||||||||||||||
The fair values of notes and loans payable to non-related parties approximate their carrying values because of the short maturities of these instruments. The fair value of long-term debt to non-related parties approximates carrying values, net of discounts applied, based on market rates currently available to the Company. | |||||||||||||||||||||||||
Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). | |||||||||||||||||||||||||
Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. | |||||||||||||||||||||||||
The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||||||||||
The three hierarchy levels are defined as follows: | |||||||||||||||||||||||||
Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||||||||||||||
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; | |||||||||||||||||||||||||
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. | |||||||||||||||||||||||||
The Company has determined that its derivative liabilities comprised of convertible notes payable fall under Level 2. | |||||||||||||||||||||||||
Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. | |||||||||||||||||||||||||
Loss per Common Share | Loss per share of common stock is computed based on the weighted average number of common shares outstanding during the period. Stock options, warrants, and common stock underlying convertible promissory notes are not considered in the calculations for the periods ended December 31, 2014 and 2013, as the impact of the potential common shares, which totaled approximately 909,480,260 (December 31, 2014) and 29,704,895 (December 31, 2013), would be anti-dilutive, but not decrease loss per share. Therefore, diluted loss per share presented for the years ended December 31, 2014 and 2013 is equal to basic loss per share. | ||||||||||||||||||||||||
Accounting for obligations and instruments potentially settled in the Company's common stock | In connection with any obligations and instruments potentially to be settled in the Company's stock, the Company accounts for the instruments in accordance with ASC Topic 815, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock". This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's stock. Under this pronouncement, contracts are initially classified as equity or as either assets or liabilities, depending on the situation. All contracts are initially measured at fair value and subsequently accounted for based on the then current classification. Contracts initially classified as equity do not recognize subsequent changes in fair value as long as the contracts continue to be classified as equity. For contracts classified as assets or liabilities, the Company reports changes in fair value in earnings and discloses these changes in the financial statements as long as the contracts remain classified as assets or liabilities. If contracts classified as assets or liabilities are ultimately settled in shares, any previously reported gains or losses on those contracts continue to be included in earnings. The classification of a contract is reassessed at each balance sheet date. | ||||||||||||||||||||||||
Revenue Recognition | Revenues on product sales are recognized upon shipment of the product to the customer. Payment terms are typically 30 to 60 days net due following order delivery, depending on the customer. Fee revenues for research and development contracts are typically recognized on milestone dates outlined in the contracts. In instances where definable dates are not outlined, fee revenue is recognized when received. | ||||||||||||||||||||||||
In the fourth quarter ended December 31, 2012, the U.S. Air Force returned the PBIS-2000 unit to the Company to make certain paid design improvements. The work was completed in the first quarter of 2013 and the unit was returned to the Air Force at that time. Expenditures made during the fourth quarter of 2012 on this project was reflected as "Work in progress" on our balance sheets and was offset against the revenue received in the first quarter of 2013 totaling $13,440. | |||||||||||||||||||||||||
Derivative Instruments | In connection with the issuances of equity instruments or debt, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities, rather than as equity. In addition, the equity instrument or debt may contain embedded derivative instruments, such as conversion options or listing requirements, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative instruments under the provisions of ASC Topic 815, “Derivatives and Hedging”, formerly known as SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". | ||||||||||||||||||||||||
Restatement | The Company is restating its previously issued consolidate financial statements as of and for the year ended December 31, 2013 to corrects its accounting for Series B Preferred Stock. The Company previously recorded the value of the preferred stock in equity and has determined that liability classification is required because the Series B Preferred Stock is convertible into a variable number of shares based on a fixed dollar amount. The following summarizes the impact on the Company’s financial statements for the year ended December 31, 2013: | ||||||||||||||||||||||||
As Reported | Adjustment | Restated | |||||||||||||||||||||||
Series B Preferred Stock Obligation | $ | - | $ | 586,311 | $ | 586,311 | |||||||||||||||||||
Total Liabilities | |||||||||||||||||||||||||
Total stockhodlers’ deficiciency | $ | (7,580,908 | ) | $ | (586,311 | ) | $ | 8,167,219 | |||||||||||||||||
As Reported | Adjustment | Restated | |||||||||||||||||||||||
Interest expense | $ | (107,107 | ) | $ | (75,336 | ) | $ | (182,443 | ) | ||||||||||||||||
Net loss | $ | (1,193,249 | ) | $ | (75,336 | ) | $ | (1,268,585 | ) | ||||||||||||||||
Net loss attributable to non-controlling interest | $ | 64,979 | $ | - | 64,979 | ||||||||||||||||||||
Net loss attributable to AlumiFuel stockholders | $ | (1,128,270 | ) | $ | (75,336 | ) | $ | (1,203,606 | ) | ||||||||||||||||
Net loss per share | $ | (3.39 | ) | $ | (0.23 | ) | $ | (3.62 | ) | ||||||||||||||||
Recently issued accounting pronouncements | Management reviewed accounting pronouncements issued during the year ended December 31, 2014, and no pronouncements were adopted. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Summary Of Significant Accounting Policies Tables | |||||||||||||||||||||||||
Property and equipment | The estimated useful lives of property, equipment and leaseholds are as follows: | ||||||||||||||||||||||||
Office equipment, furniture and vehicles | 5 years | ||||||||||||||||||||||||
Computer hardware and software | 3 years | ||||||||||||||||||||||||
Leasehold improvements | 7 years | ||||||||||||||||||||||||
The Company's property and equipment consisted of the following at December 31, 2014 and 2013: | |||||||||||||||||||||||||
Cost | Accumulated Depreciation | Balance | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
Equipment | $ | 5,799 | $ | 5,799 | $ | 5,799 | $ | 5,799 | $ | 0 | $ | 0 | |||||||||||||
Furniture | 1,680 | 1,680 | 1,680 | 1,484 | 0 | 196 | |||||||||||||||||||
Total | $ | 7,479 | $ | 7,479 | $ | 7,479 | $ | 7,283 | $ | 0 | $ | 196 | |||||||||||||
Restatement financial statements | The following summarizes the impact on the Company’s financial statements for the year ended December 31, 2013: | ||||||||||||||||||||||||
As Reported | Adjustment | Restated | |||||||||||||||||||||||
Series B Preferred Stock Obligation | $ | - | $ | 586,311 | $ | 586,311 | |||||||||||||||||||
Total Liabilities | |||||||||||||||||||||||||
Total stockholders’ deficiency | $ | (7,580,908 | ) | $ | (586,311 | ) | $ | 8,167,219 | |||||||||||||||||
As Reported | Adjustment | Restated | |||||||||||||||||||||||
Interest expense | $ | (107,107 | ) | $ | (75,336 | ) | $ | (182,443 | ) | ||||||||||||||||
Net loss | $ | (1,193,249 | ) | $ | (75,336 | ) | $ | (1,268,585 | ) | ||||||||||||||||
Net loss attributable to non-controlling interest | $ | 64,979 | $ | - | 64,979 | ||||||||||||||||||||
Net loss attributable to AlumiFuel stockholders | $ | (1,128,270 | ) | $ | (75,336 | ) | $ | (1,203,606 | ) | ||||||||||||||||
Net loss per share | $ | (3.39 | ) | $ | (0.23 | ) | $ | (3.62 | ) |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Notes to Financial Statements | ||||||||||
Accounts payable to related parties | Accounts payable to related parties consisted of the following at December 31, 2014 and 2013: | |||||||||
2014 | 2013 | |||||||||
Management compensation and related expenses payable to officers | $ | 434,862 | $ | 396,171 | ||||||
Bonus payable to officers | 410 | 3,048 | ||||||||
Rent payable to affiliate of officers | - | - | ||||||||
Accrued other expenses payable to officers | 32,487 | 26,127 | ||||||||
Total accounts payable, related party | $ | 467,759 | $ | 425,346 | ||||||
Notes payable to related parties | The following table outlines activity related to issuances and payment on these notes for the years ended December 31, 2014 and 2013: | |||||||||
Notes Payable – Related Parties and Affiliates: | ||||||||||
Principal balance 12/31/12 | $ | 27,207 | ||||||||
Notes issued 2013 | 36,100 | |||||||||
Notes repaid 2013 | (20,439 | ) | ||||||||
Principal balance 12/31/13 | 42,868 | |||||||||
Notes issued 2014 | 15,500 | |||||||||
Notes repaid 2014 | (36,907 | ) | ||||||||
Principal balance 12/31/14 | $ | 21,461 | ||||||||
Notes and interest payable to related parties | Total notes and interest payable to related parties consisted of the following at December 31, 2014 and 2013: | |||||||||
2014 | 2013 | |||||||||
Notes payable to officers; interest at 8% and due on demand | $ | 1,512 | $ | 1,512 | ||||||
Notes payable to affiliates of Company officers; interest at 8% and due on demand | 19,949 | 41,356 | ||||||||
Notes payable, related party | 21,461 | 42,868 | ||||||||
Interest payable related party | 8,310 | 9,180 | ||||||||
Total principal and interest payable, related party | $ | 29,771 | $ | 34,215 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Notes to Financial Statements | ||||||||||
Notes and interest payable to others | Notes and interest payable to others consisted of the following at December 31, 2014 and 2013: | |||||||||
2014 | 2013 | |||||||||
Notes payable, non-affiliates; interest at 8% and due on demand | $ | 175,823 | $ | 389,833 | ||||||
Notes payable, non-affiliates; interest at 10% and due one year from issuance | 217,130 | 190,230 | ||||||||
392,953 | 580,063 | |||||||||
Interest payable, non-affiliates | 89,724 | 65,547 | ||||||||
Total principal and interest payable, other | $ | 482,677 | $ | 645,610 | ||||||
Convertible Notes and Debentures | Date of Issue | Amount | Due Date | |||||||
5/31/13 | $ | 27,500 | 24-Feb-14 | |||||||
7/31/13 | $ | 22,500 | 22-Apr-14 | |||||||
Convertible notes and interest payable | Convertible notes payable, net of discounts; and interest payable consisted of the following at December 31, 2014 and 2013: | |||||||||
December 31, | ||||||||||
2014 | ||||||||||
Convertible debentures; non-affiliates; interest at 6% and due December 2013; outstanding principal of $10,000 face value; net of discount of $0 | $ | 10,000 | ||||||||
January 2012 Convertible Notes; non-affiliate; interest at 8%; due January 2013 | 48,300 | |||||||||
2014 Asher Convertible Notes; non-affiliate, interest at 8%; due May 2012; $1,500 face value net of discount of $250 | 1,500 | |||||||||
2014 CareBourn Notes; non-affiliate; interest at 8%-12; due August 14 through July 2015; $250,289 face value net of discount of $28,333 | 221,956 | |||||||||
Bohn Convertible Note; non-affiliate; interest at 8%; $20,000 face value net of discount of $0 | 20,000 | |||||||||
Wexford Convertible Note; non-affiliate; interest at 8%; $75,000 face value net of discount of $0 | 75,000 | |||||||||
WHC Convertible Notes; non-affiliate; interest at 8%; $88,739 face value net of discount of $39,528 | 49,211 | |||||||||
Schaper Notes; non-affiliate; interest at 8%; due August 2014; face value $25,000 net of discount of $1,111 | 25,000 | |||||||||
JSJ Notes; non-affiliate; interest at 12%; due August 2014; face value $6,623 net of discount of $0 | 6,623 | |||||||||
LG Funding Notes; non-affiliate; interest at 8%; due February 2015; face value $54,400 net of discount of $16,358 | 38,042 | |||||||||
Iconic Notes; non-affiliate; interest at 5%; due February 2015; face value $35,814 net of discount of $3,438 | 32,376 | |||||||||
ADAR Notes; non-affiliate; interest at 8%; due February 2015; face value $17,500 net of discount of $4,357 | 13,125 | |||||||||
Beaufort Notes; non-affiliate; interest at 8%; due May 2015; face value $29,261 net of discount of $22,192 | 7,169 | |||||||||
Total convertible notes, net of discount | 548,301 | |||||||||
Discount on convertible notes | 114,221 | |||||||||
Total convertible notes payable | 662,522 | |||||||||
Interest payable, convertible notes | 129,386 | |||||||||
Total convertible notes payable and accrued interest payable | $ | 791,908 | ||||||||
December 31, | ||||||||||
2013 | ||||||||||
Convertible debentures; non-affiliates; interest at 6% and due December 2013; outstanding principal of $10,000 face value; net of discount of $0 | 10,000 | |||||||||
2012 & 2013 Convertible Notes; non-affiliate, interest at 8%; due May 2012-April 2014; $39,610 face value net of discount of $18,650 | 20,960 | |||||||||
January 2012 Convertible Notes; non-affiliate; interest at 8%; due January 2013 | 50,000 | |||||||||
January 2012 Interest Note; non-affiliate; interest at 8%; due January 2013; $26,100 face value net of discount of $0 | 26,100 | |||||||||
October 2012 Convertible Notes; non-affiliate; interest at 8%; due October 2013; $5,480 face value net of discount of $938 | 4,542 | |||||||||
October/November Convertible Notes; non-affiliate; interest at 8%; $82,299 face value net of discount of $0 | 78,099 | |||||||||
2013 CareBourn Notes; non-affiliate; interest at 6-8%; due August 2013 to August 2014; $133,211 face value net of discount of $44,000 | 89,211 | |||||||||
JMJ Convertible Notes; non-affiliate; interest at 12%; due June 2014; $14,300 face value net of discount of $3,667 | 10,633 | |||||||||
Bohn Convertible Note; non-affiliate; interest at 8%; due November 2013; $20,000 face value net of discount of $0 | 20,000 | |||||||||
Wexford Convertible Note; non-affiliate; interest at 8%; $75,000 face value net of discount of $0 | 75,000 | |||||||||
WHC Convertible Note; non-affiliate; interest at 8%; $16,212 face value net of discount of $12,184 | 4,028 | |||||||||
Schaper Note; non-affiliate; interest at 8%; due August 2014; face value $15,000 net of discount of $13,333 | 1,667 | |||||||||
Total convertible notes, net of discount | $ | 390,240 | ||||||||
Discount on convertible notes | 92,772 | |||||||||
Total convertible notes payable | 483,012 | |||||||||
Interest payable, convertible notes | 93,347 | |||||||||
Total convertible notes payable, net of discount, and accrued interest payable | $ | 576,359 |
Other_Selling_General_And_Admi1
Other Selling General And Administrative Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Other Selling General And Administrative Expenses | Other selling general and administrative expense for the years ended December 31, 2014 and 2013 consisted of the following: | ||||||||
Year ended December 31, | Year ended December 31, | ||||||||
2014 | 2013 | ||||||||
General and administrative | $ | 109,698 | $ | 128,889 | |||||
Legal and accounting | 42,921 | 29,611 | |||||||
Professional services | 80,909 | 175,974 | |||||||
Bad debt expense | 1,961 | 11,122 | |||||||
Recovery of allowed for debt | (89,500 | ) | (120,750 | ) | |||||
Salaries | 200,000 | 200,000 | |||||||
$ | 345,989 | $ | 424,846 |
Capital_Stock_Tables
Capital Stock (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||
Stock based compensation - Warrants | Issuance Date | Fair Value | Term | Conversion | Market Price on | Volatility | Interest | |||||||||||||||
Price | Grant Date | Percentage | Rate | |||||||||||||||||||
3/7/13 | $ | 3,000 | 3 years | $ | 0.25 | $ | 0.25 | 275 | % | 0.38 | % | |||||||||||
Issuance Date | Fair Value | Term | Conversion | Market Price on | Volatility | Interest | ||||||||||||||||
Price | Grant Date | Percentage | Rate | |||||||||||||||||||
5/14/13 | $ | 239 | 3 years | $ | 2.5 | $ | 1.5 | 287 | % | 0.25 | % | |||||||||||
Activity of outstanding warrants | A summary of the activity of the Company’s outstanding warrants at December 31, 2013 and December 31, 2014 is as follows: | Warrants | Weighted-average exercise price | Weighted-average grant date fair value | ||||||||||||||||||
Outstanding and exercisable at December 31, 2012 | 3,760 | $ | 100 | $ | 50 | |||||||||||||||||
Granted | 760 | 4 | 4.25 | |||||||||||||||||||
Expired/Cancelled | - | - | - | |||||||||||||||||||
Exercised | - | - | - | |||||||||||||||||||
Outstanding and exercisable at December 31, 2013 | 4,520 | $ | 107 | $ | 17.5 | |||||||||||||||||
Granted | - | - | - | |||||||||||||||||||
Expired/Cancelled | - | - | - | |||||||||||||||||||
Exercised | - | - | - | |||||||||||||||||||
Outstanding and exercisable at December 31, 2014 | 4,520 | $ | 107 | $ | 17.5 | |||||||||||||||||
Warrants outstanding | The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of December 31, 2014: | |||||||||||||||||||||
Exercise | Number of options | Weighted-average | Weighted-average | |||||||||||||||||||
price range | outstanding | exercise price | remaining life | |||||||||||||||||||
$2.50 | 160 | $ | 2.5 | 1.4 years | ||||||||||||||||||
$75.00-$200.00 | 4,200 | 96.43 | 1.8 years | |||||||||||||||||||
$500.00 | 160 | 500 | 1.9 years | |||||||||||||||||||
4,520 | $ | 0.43 | 1.7 years | |||||||||||||||||||
Outstanding stock option balances | Options | Weighted-average exercise price | Weighted-average remaining contractual life (years) | Aggregate | ||||||||||||||||||
intrinsic value | ||||||||||||||||||||||
Outstanding at December 31, 2012 | 400 | $ | 3,750.00 | 1.7 | $ | 0 | ||||||||||||||||
Options expired | - | - | - | - | ||||||||||||||||||
Options granted | - | - | - | - | ||||||||||||||||||
Outstanding at December 31, 2013 | 400 | $ | 3,750.00 | 0.8 | $ | 0 | ||||||||||||||||
Options expired | (227 | ) | ||||||||||||||||||||
Options granted | - | - | - | - | ||||||||||||||||||
Outstanding at December 31, 2014 | 173 | $ | 2,050.00 | 0.2 | $ | 0 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes Tables | |||||||||
Reconciliation of U.S. statutory federal income tax rate | A reconciliation of U.S. statutory federal income tax rate to the effective rate follows for the years ended December 31, 2014 and 2013: | ||||||||
For the year ended December 31, | For the year ended December 31 | ||||||||
2014 | 2013 | ||||||||
U.S. statutory federal rate | 34 | % | 34 | % | |||||
State income tax rate | 4.63 | % | 4.63 | % | |||||
Net operating loss for which no tax benefit is currently available | -38.63 | % | -38.63 | % | |||||
0 | % | 0 | % |
Recovered_Sheet1
Summary of significant accounting policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Office equipment, furniture and vehicles [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Computer hardware and software [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | 7 years |
Recovered_Sheet2
Summary of significant accounting policies (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Cost | ||
Equipment | $5,799 | $5,799 |
Furniture | 1,680 | 1,680 |
Total | 7,479 | 7,479 |
Accumulated Depreciation | ||
Equipment | 5,799 | 5,799 |
Furniture | 1,680 | 1,484 |
Total | 7,479 | 7,283 |
Balance | ||
Equipment | 0 | 0 |
Furniture | 0 | 196 |
Total | $0 | $196 |
Recovered_Sheet3
Summary of significant accounting policies (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Total stockhodlers' deficiciency | ($4,360,805) | ($3,760,378) | |
Interest expense | 215,346 | ||
Net loss | -1,471,919 | -1,203,606 | |
Net loss attributable to non-controlling interest | 70,039 | ||
Net loss attributable to AlumiFuel stockholders | -1,471,919 | ||
Net loss per share | ($0.16) | ||
As Reported [Member] | |||
Series B Preferred Stock Obligation | |||
Total Liabilities | |||
Total stockhodlers' deficiciency | -7,580,908 | ||
Interest expense | -107,107 | ||
Net loss | -1,193,249 | ||
Net loss attributable to non-controlling interest | 64,979 | ||
Net loss attributable to AlumiFuel stockholders | -1,128,270 | ||
Net loss per share | ($3.39) | ||
Adjustment [Member] | |||
Series B Preferred Stock Obligation | 586,311 | ||
Total Liabilities | |||
Total stockhodlers' deficiciency | -586,311 | ||
Interest expense | -75,336 | ||
Net loss | -75,336 | ||
Net loss attributable to non-controlling interest | |||
Net loss attributable to AlumiFuel stockholders | -75,336 | ||
Net loss per share | ($0.23) | ||
Restated | |||
Series B Preferred Stock Obligation | 586,311 | ||
Total Liabilities | |||
Total stockhodlers' deficiciency | -4,121,685 | ||
Interest expense | 182,443 | ||
Net loss | -1,268,585 | ||
Net loss attributable to non-controlling interest | 64,979 | ||
Net loss attributable to AlumiFuel stockholders | ($1,203,606) | ||
Net loss per share | ($3.62) |
Summary_of_significant_account3
Summary of significant accounting policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Total number of AFPI shares outstanding | 68,111,864 | |
AFPI issued shares to consultant, Shares | 19,611,864 | |
Number of non-controlling interests shares outstanding | 68,114,864 | 68,114,864 |
Purchased shares | 384,615 | |
Owned amount of shares of AFPI common stock | 39,599,879 | 39,599,879 |
Cash balance of custody account for cash and securities | $437 | $583 |
Total shares held by shareholders other than the Company | 28,511,985 | 28,511,985 |
Percent of shares held by shareholders, outstanding | 42.00% | 42.00% |
Total non-controlling interest | 3,975,495 | 4,045,534 |
AFPI outstanding total equity | 9,665,317 | 9,814,756 |
Net Loss Of AFPI Attributed To Noncontrolling Interest | 70,039 | 64,979 |
Net Loss Of AFPI | 167,314 | 155,227 |
Cash equivalents | $0 | $0 |
Total potential common shares | 909,480,260 | 29,704,895 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transactions Details | ||
Management compensation and related expenses payable to officers | $434,862 | $396,171 |
Bonus payable to officers | 410 | 3,048 |
Rent payable to affiliate of officers | ||
Accrued other expenses payable to officers | 32,487 | 26,127 |
Total accounts payable, related party | $467,759 | $425,346 |
Related_Party_Transactions_Det1
Related Party Transactions (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions Details 1 | ||
Principal balance of notes payable, Beginning | $42,868 | $27,207 |
Notes issued | 15,500 | 36,100 |
Notes repaid | -36,907 | -20,439 |
Principal balance of notes payable, Ending | $21,461 | $42,868 |
Related_Party_Transactions_Det2
Related Party Transactions (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transactions Details 2 | ||
Notes payable to officers; interest at 8% and due on demand | $1,512 | $1,512 |
Notes payable to affiliates of Company officers; interest at 8% and due on demand | 19,949 | 41,356 |
Notes payable, related party | 21,461 | 42,868 |
Interest payable related party | 8,310 | 9,180 |
Total principal and interest payable, related party | $29,771 | $34,215 |
Related_Party_Transactions_Det3
Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions Details Narrative | ||
Management expense | $120,000 | $90,120,000 |
Total amount of services for managers of AFPI | 132,000 | 132,000 |
Owed to officers for management services | 434,862 | 369,692 |
Recorded payable under bonus program to corporation | 2,917 | 4,065 |
Payable under bonus plan | 410 | 3,048 |
Management fee paid by APTI | 6,500 | 6,500 |
Total management fees | 78,000 | 78,000 |
Owed in accrued fees and related expenses | 27,485 | 14,485 |
Phone systems and long distnace fees, per month | 1,500 | 1,200 |
Total rent expense | 18,000 | 14,400 |
Accrued rent expense, unpaid | 5,500 | 700 |
Accrued interest due | $235 | $235 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Notes Payable Details | ||
Notes payable, non-affiliates; interest at 8% and due on demand | $175,823 | $389,833 |
Notes payable, non-affiliates; interest at 10% and due one year from issuance | 217,130 | 190,230 |
Notes payable | 392,953 | 580,063 |
Interest payable, non-affiliates | 89,724 | 65,547 |
Total principal and interest payable, other | $482,677 | $645,610 |
Notes_Payable_Details_2
Notes Payable - (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Notes Payable - Details 2 | |
Convertible promissory note, issued 31-May-2013, due 24-Feb-2014 | $27,500 |
Convertible promissory note, issued 31-July-2013, due 22-Apr-2014 | $22,500 |
Notes_Payable_Details_3
Notes Payable - (Details 3) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Notes Payable - Details 3 | ||
Convertible debentures; non-affiliates; interest at 6% and due December 2013; outstanding principal of $10,000 face value; net of discount of $0 | $10,000 | $10,000 |
January 2012 Convertible Notes; non-affiliate; interest at 8%; due January 2013 | 48,300 | 50,000 |
2014 Asher Convertible Notes; non-affiliate, interest at 8%; due May 2012; $1,500 face value net of discount of $250 | 1,500 | |
2014 CareBourn Notes; non-affiliate; interest at 8%-12; due August 14 through July 2015; $250,289 face value net of discount of $28,333 | 221,956 | |
Bohn Convertible Note; non-affiliate; interest at 8%; $20,000 face value net of discount of $0 | 20,000 | 20,000 |
Wexford Convertible Note; non-affiliate; interest at 8%; $75,000 face value net of discount of $0 | 75,000 | 75,000 |
WHC Convertible Notes; non-affiliate; interest at 8%; $88,739 face value net of discount of $39,528 | 49,211 | |
Schaper Notes; non-affiliate; interest at 8%; due August 2014; face value $25,000 net of discount of $1,111 | 25,000 | |
JSJ Notes; non-affiliate; interest at 12%; due August 2014; face value $6,623 net of discount of $0 | 6,623 | |
LG Funding Notes; non-affiliate; interest at 8%; due February 2015; face value $54,400 net of discount of $16,358 | 38,042 | |
Iconic Notes; non-affiliate; interest at 5%; due February 2015; face value $35,814 net of discount of $3,438 | 32,376 | |
ADAR Notes; non-affiliate; interest at 8%; due February 2015; face value $17,500 net of discount of $4,357 | 13,125 | |
Beaufort Notes; non-affiliate; interest at 8%; due May 2015; face value $29,261 net of discount of $22,192 | 7,169 | |
2012 & 2013 Convertible Notes; non-affiliate, interest at 8%; due May 2012-April 2014; $39,610 face value net of discount of $18,650 | 20,960 | |
January 2012 Interest Note; non-affiliate; interest at 8%; due January 2013; $26,100 face value net of discount of $0 | 26,100 | |
October 2012 Convertible Notes; non-affiliate; interest at 8%; due October 2013; $5,480 face value net of discount of $938 | 4,542 | |
October/November Convertible Notes; non-affiliate; interest at 8%; $82,299 face value net of discount of $0 | 78,099 | |
2013 CareBourn Notes; non-affiliate; interest at 6-8%; due August 2013 to August 2014; $133,211 face value net of discount of $44,000 | 89,211 | |
JMJ Convertible Notes; non-affiliate; interest at 12%; due June 2014; $14,300 face value net of discount of $3,667 | 10,633 | |
WHC Convertible Note; non-affiliate; interest at 8%; $16,212 face value net of discount of $12,184 | 4,028 | |
Schaper Note; non-affiliate; interest at 8%; due August 2014; face value $15,000 net of discount of $13,333 | 1,667 | |
Total convertible notes, net of discount | 548,301 | 390,240 |
Discount on convertible notes | 114,221 | 92,772 |
Total convertible notes payable | 662,522 | 483,012 |
Interest payable, convertible notes | 129,386 | 93,347 |
Total convertible notes payable and accrued interest payable | $791,908 | $576,359 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
AlumiFuel Power Corporation | ||
Amount owed to unaffiliated third party | $113,000 | |
Common stock, per share | $0.00 | $0.00 |
AlumiFuel Power Corporation [Member] | ||
AlumiFuel Power Corporation | ||
Trust loaned | 58,800 | 76,700 |
Amount owed to an unaffiliated trust | 170,014 | |
Amount of principal balance sold by trust to unaffiliated third party | 126,300 | 38,300 |
Principal balance outstanding | 13,641 | |
Additional principal loan for trust | 7,600 | |
Accrued interest paid on note to trust | 2,290 | 13,535 |
Principal payments on note to trust | 7,910 | 23,236 |
Principal balance due | 32,732 | |
Interest payable balance | 8,199 | 5,581 |
Accrued interest payable | 87,004 | 11,335 |
Additional loan received from third party | 43,087 | |
Amount of prinicpal balance purchased by unaffiliated third party | 144,351 | |
Principal balance outstanding to unaffiliated parties | 43,087 | 43,087 |
Accrued interest payable on unaffiliated third party | 9,763 | 6,316 |
Notes reissued as a convertible note | 100,000 | |
Amount owed to unaffiliated third party | 57 | 57 |
AlumiFuel Power, Inc [Member] | ||
AlumiFuel Power Corporation | ||
Interest payable balance | 1,050 | 1,050 |
AlumiFuel Power International, Inc [Member] | ||
AlumiFuel Power Corporation | ||
Amount of principal balance sold by trust to unaffiliated third party | 164,250 | |
Principal balance outstanding | 25,000 | |
Principal balance due | 190,230 | |
Interest payable balance | 5 | 5 |
Accrued interest payable | 8,786 | |
Amount of prinicpal balance purchased by unaffiliated third party | 217,130 | |
Accrued interest payable on unaffiliated third party | 29,329 | 8,978 |
HPIPartners LLC [Member] | ||
AlumiFuel Power Corporation | ||
Interest payable balance | 647 | |
2009/2010 Convertible Debentures [Member] | ||
AlumiFuel Power Corporation | ||
Debt issuance costs | 188,810 | |
Decrease in derivative liability | 49,333 | |
Toal Face value of converted shares, outstanding | 10,000 | |
Increase/Decrease in previously recorded liabilities | 4,954 | |
Income/loss on decrease in derivative liability | 8,379 | |
January 2012 Interest Note [Member] | ||
AlumiFuel Power Corporation | ||
Principal balance due | 26,100 | |
Accrued interest payable | 4,565 | |
Increase/Decrease in previously recorded liabilities | 14,914 | |
Common stock | 336,376 | |
Common stock, per share | $0.09 | |
January 2012 Convertible Note [Member] | ||
AlumiFuel Power Corporation | ||
Principal balance outstanding | 48,300 | 50,000 |
September 2012 Convertible Note [Member] | ||
AlumiFuel Power Corporation | ||
Face value of converted notes | 35,000 | |
Converted shares of common stock | 47,442,640 | |
Per share value of converted shares | $0.00 | |
Decrease in derivative liability | 70,000 | |
October/November Convertible Notes [Member] | ||
AlumiFuel Power Corporation | ||
Accrued interest payable | 10,443 | |
Decrease in derivative liability | 0 | 66,962 |
Toal Face value of converted shares, outstanding | 0 | 77,519 |
Asher Convertible Notes 2013 [Member] | ||
AlumiFuel Power Corporation | ||
Principal balance outstanding | 39,610 | |
Interest payable balance | 2,200 | |
Debt issuance costs | 3,541 | |
Decrease in derivative liability | 79,220 | 17,317 |
Toal Face value of converted shares, outstanding | 39,610 | |
February 2013 Notes [Member] | ||
AlumiFuel Power Corporation | ||
Decrease in derivative liability | 52,000 | |
Toal Face value of converted shares, outstanding | 0 | |
May 2013 Notes [Member] | ||
AlumiFuel Power Corporation | ||
Interest payable balance | 222 | |
Decrease in derivative liability | 4,732 | |
Toal Face value of converted shares, outstanding | 0 | |
Increase/Decrease in previously recorded liabilities | 268 | |
2013 CareBourn Notes [Member] | ||
AlumiFuel Power Corporation | ||
Interest payable balance | 7,071 | |
Decrease in derivative liability | 242,034 | 30,256 |
Toal Face value of converted shares, outstanding | 0 | 133,211 |
Increase/Decrease in previously recorded liabilities | 24,387 | |
Investor purchased in existing notes from third party note | 118,351 | |
Additional loan | 32,000 | |
Interest rate on assumed notes | 6.00% | |
2014 CareBourn Notes [Member] | ||
AlumiFuel Power Corporation | ||
Notes reissued as a convertible note | 100,000 | |
Decrease in derivative liability | 5,135 | |
Toal Face value of converted shares, outstanding | 250,289 | |
Increase/Decrease in previously recorded liabilities | 272,815 | |
Converted amount in promissory notes due | 100,000 | |
Convertable Note [Member] | ||
AlumiFuel Power Corporation | ||
Principal balance outstanding to unaffiliated parties | 6,000 | |
Accrued interest payable on unaffiliated third party | 1,132 | 947 |
Notes reissued as a convertible note | 6,000 | |
CareBourn Capital [Member] | ||
AlumiFuel Power Corporation | ||
Principal balance outstanding to unaffiliated parties | 13,000 | 113,000 |
Accrued interest payable on unaffiliated third party | 20,583 | 19,539 |
JMJ Convertible Note [Member] | ||
AlumiFuel Power Corporation | ||
Interest payable balance | 2,167 | |
Decrease in derivative liability | 23,833 | 3,667 |
Toal Face value of converted shares, outstanding | 0 | 14,300 |
Increase/Decrease in previously recorded liabilities | 7,847 | |
Bohn Convertible Note [Member] | ||
AlumiFuel Power Corporation | ||
Increase/Decrease in previously recorded liabilities | 30,133 | 8,571 |
Wexford Convertible Note [Member] | ||
AlumiFuel Power Corporation | ||
Principal balance outstanding | 75,000 | 75,000 |
WHC Capital Notes [Member] | ||
AlumiFuel Power Corporation | ||
Interest payable balance | 492 | 78 |
Amount of prinicpal balance purchased by unaffiliated third party | 146,300 | 29,900 |
Notes reissued as a convertible note | 45,000 | 10,000 |
Decrease in derivative liability | 0 | 23,280 |
Toal Face value of converted shares, outstanding | 0 | 16,212 |
Increase/Decrease in previously recorded liabilities | 22,654 | |
Investor purchased in existing notes from third party note | 101,300 | 19,900 |
WHC 2014 Notes [Member] | ||
AlumiFuel Power Corporation | ||
Interest payable balance | 234 | |
Decrease in derivative liability | 51,645 | |
Toal Face value of converted shares, outstanding | 88,736 | |
Increase/Decrease in previously recorded liabilities | 64,472 | |
Schaper Note [Member] | ||
AlumiFuel Power Corporation | ||
Increase/Decrease in previously recorded liabilities | 3,500 | 10,000 |
Asher Convertible Notes 2014 [Member] | ||
AlumiFuel Power Corporation | ||
Face value of converted notes | 21,000 | |
Converted shares of common stock | 840,000 | |
Per share value of converted shares | $0.03 | |
Decrease in derivative liability | 22,680 | |
Toal Face value of converted shares, outstanding | 1,500 | |
Derivative liability balance | 1,620 | |
JSJ Notes [Member]] | ||
AlumiFuel Power Corporation | ||
Face value of converted notes | 18,377 | |
Converted shares of common stock | 2,066,015 | |
Per share value of converted shares | $0.01 | |
Toal Face value of converted shares, outstanding | 6,623 | |
Increase/Decrease in previously recorded liabilities | 19,480 | |
Derivative liability balance | 7,020 | |
LG Funding Notes [Member] | ||
AlumiFuel Power Corporation | ||
Accrued interest payable | 452 | |
Debt issuance costs | 2,567 | |
Face value of converted notes | 10,600 | |
Converted shares of common stock | 884,141 | |
Per share value of converted shares | $0.01 | |
Decrease in derivative liability | 11,448 | |
Toal Face value of converted shares, outstanding | 54,400 | |
Increase/Decrease in previously recorded liabilities | 11,448 | |
Derivative liability balance | 58,752 | |
Iconic Notes [Member] | ||
AlumiFuel Power Corporation | ||
Debt issuance costs | 2,135 | |
Face value of converted notes | 1,350 | |
Converted shares of common stock | 1,928,571 | |
Per share value of converted shares | $0.00 | |
Decrease in derivative liability | 1,418 | |
Toal Face value of converted shares, outstanding | 35,814 | |
Derivative liability balance | 63,766 | |
ADAR Convertible Note [Member] | ||
AlumiFuel Power Corporation | ||
Debt issuance costs | 1,238 | |
Face value of converted notes | 7,500 | |
Converted shares of common stock | 600,000 | |
Per share value of converted shares | $0.01 | |
Decrease in derivative liability | 8,100 | |
Toal Face value of converted shares, outstanding | 17,500 | |
Derivative liability balance | 18,900 | |
Beaufort Notes [Member] | ||
AlumiFuel Power Corporation | ||
Debt issuance costs | 583 | |
Face value of converted notes | 1,739 | |
Converted shares of common stock | 2,728,000 | |
Per share value of converted shares | $0.00 | |
Decrease in derivative liability | 1,656 | |
Toal Face value of converted shares, outstanding | 29,361 | |
Derivative liability balance | $30,535 |
Other_Selling_General_And_Admi2
Other Selling General And Administrative Expenses (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Other Selling General And Administrative Expenses Details | ||
General and administrative | $109,698 | $128,889 |
Legal and accounting | 42,921 | 29,611 |
Professional services | 80,909 | 175,974 |
Bad debt expense | 1,961 | 11,122 |
Recovery of allowed for debt | -89,500 | -120,750 |
Salaries | 200,000 | 200,000 |
Total other selling general and administrative expense | $345,989 | $424,846 |
Notes_Receivable_Details_Narra
Notes Receivable (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Notes Receivable Details Narrative | ||
Loans due to the Company from FFFC | $62,853 | $152,353 |
Repayment in principal on loans | 89,500 | 120,750 |
Amount due from an affiliated publicly traded company | 8,000 | 8,000 |
Principal balance of note receivable | 8,000 | |
Accrued interest on remained receivable | $2,023 | $1,222 |
Capital_stock_Details
Capital stock (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Issuance Date 3 July 2013 | |
Warrants: | |
Fair Value | $3,000 |
Term | 3 years |
Conversion Price | $0.25 |
Market Price on Grant Date | $0.25 |
Volatility Percentage | 275.00% |
Interest Rate | 0.38% |
Issuance Date 14 May 2013 | |
Warrants: | |
Fair Value | $239 |
Term | 3 years |
Conversion Price | $2.50 |
Market Price on Grant Date | $1.50 |
Volatility Percentage | 287.00% |
Interest Rate | 0.25% |
Capital_stock_Details_1
Capital stock (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants | ||
Outstanding, Beginning | 4,520 | 3,760 |
Granted | 760 | |
Expired/Cancelled | ||
Exercised | ||
Outstanding, Ending | 4,520 | 4,520 |
Weighted Average Exercise Price | ||
Outstanding and exercisable, Exercise Price | $107 | $100 |
Granted | $4 | |
Expired/Cancelled | ||
Exercised | ||
Outstanding and exercisable, Exercise Price | $107 | $107 |
Weighted-average grant date fair value | ||
Outstanding and exercisable, Grant Date Fair Value | $17.50 | $50 |
Granted | $4.25 | |
Expired/Cancelled | ||
Exercised | ||
Outstanding and exercisable, Grant Date Fair Value | $17.50 | $17.50 |
Capital_stock_Details_2
Capital stock (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Number of Options Outstanding | 4,520 |
Weighted Average Exercise Price | $0.43 |
Weighted Average Remaining Life | 1 year 8 months 12 days |
Warrants [Member] | $2.50 [Member] | |
Number of Options Outstanding | 160 |
Weighted Average Exercise Price | $2.50 |
Weighted Average Remaining Life | 1 year 4 months 24 days |
Warrants [Member] | $75.00-$200.00 [Member] | |
Number of Options Outstanding | 4,200 |
Weighted Average Exercise Price | $96.43 |
Weighted Average Remaining Life | 1 year 9 months 18 days |
Warrants [Member] | $500.00 [Member] | |
Number of Options Outstanding | 160 |
Weighted Average Exercise Price | $500 |
Weighted Average Remaining Life | 1 year 10 months 24 days |
Capital_stock_Details_3
Capital stock (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
2009 Stock Incentive Plan | |||
Outstanding, Beginning | 3,760 | ||
Outstanding, Ending | 4,520 | 4,520 | 3,760 |
Stock Options [Member] | |||
2009 Stock Incentive Plan | |||
Outstanding, Beginning | 400 | 400 | |
Options granted | |||
Options expired | -227 | ||
Outstanding, Ending | 173 | 400 | |
Weighted-average exercise price | |||
Weighted-average exercise price, Beginning | $3,750 | $3,750 | |
Weighted-average exercise price, Ending | $2,050 | $3,750 | |
Weighted-average contractual life (years) | |||
Weighted-average contractual life, Beginning | 9 months 18 days | 1 year 8 months 12 days | |
Weighted-average contractual life, Ending | 2 months 12 days | 9 months 18 days | |
Aggregate intrinsic value | |||
Aggregate intrinsic value | $0 | $0 |
Capital_stock_Details_Narrativ
Capital stock (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Series B Preferred Stock outstanding shares | 404,055 | 404,055 |
Dividends payable on series B preferred stock | $110,395 | $78,071 |
Dividends accrued | 32,324 | 32,324 |
Convertible promissory notes [Member] | ||
Issued shares of common stock for conversion | 19,948,381 | 2,429,292 |
Principal and interest on convertible promissory notes | 479,656 | 447,941 |
Noteholder [Member] | ||
Issued shares of common stock for conversion | 988,533 | 7,360 |
Principal and interest on convertible promissory notes | 26,332 | 18,400 |
In March 2013 [Member] | ||
Warrants valued in stock based compensation | 3,000 | |
In May 2013 [Member] | ||
Warrants valued in stock based compensation | $239 |
Commitments_and_contingencies_
Commitments and contingencies (Details Narrative) (USD $) | 12 Months Ended | 36 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Commitments And Contingencies Details Narrative | |||
Additional expense for Payroll Liabilities | $15,976 | $15,436 | |
Accrued balance for Payroll Liabilities | 150,059 | 134,083 | |
Future rent payments | 339,217 | ||
Gain on settlement debt | 351,232 | ||
Other income expense | 428,232 | ||
Settlement amount valued | $77,000 | ||
Lease expiry year | Five years and six months expiring on December 31, 2014 |
Income_taxes_Details
Income taxes (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details | ||
U.S. statutory federal rate | 34.00% | 34.00% |
State income tax rate | 4.63% | 4.63% |
Net operating loss for which no tax benefit is currently available | -38.63% | -38.63% |
Total tax rate | 0.00% | 0.00% |
Income_taxes_Details_Narrative
Income taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details Narrative | ||
Net tax asset | $9,889,530 | |
Operating loss carry forwards | 25,600,648 | |
Valuation allowance | 9,889,530 | |
Increase in the deferred tax assets | 1,027,530 | |
Increase in valuation allowance | $8,862,000 | |
Net operating loss carry forward expires | 2034 |