UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2015
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-138927
HYDROGEN FUTURE CORP.
(Exact Name of registrant as specified in its charter)
Nevada | 20-5277531 |
(State or other Jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
2525 Robinhood Street, Suite 1100
Houston, TX 77005
(Address of principal executive offices)
(713) 465-1001
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer | o | | Accelerated Filer | o |
Non-Accelerated Filer | o | | Smaller Reporting Company | þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of August 31, 2015, there were 1,337,300,030 shares outstanding of the registrant’s common stock.
TABLE OF CONTENTS__
| | Page |
PART I-FINANCIAL INFORMATION |
| | |
Item 1. Financial Statements. | | 3 |
| | |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. | | 30 |
| | |
Item 3. Quantitative and Qualitative disclosures about Market Risk. | | 36 |
| | |
Item 4. Controls and Procedures. | | 36 |
| | |
PART II-OTHER INFORMATION |
| | |
Item 1. Legal Proceedings. | | 37 |
| | |
Item 1A. Risk Factors. | | 37 |
| | |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. | | 37 |
| | |
Item 3. Defaults Upon Senior Securities. | | 37 |
| | |
Item 4. Mine Safety Disclosures. | | 37 |
| | |
Item 5. Other Information. | | 37 |
| | |
Item 6. Exhibits. | | 37 |
| | |
Signatures | | 38 |
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements.
Hydrogen Future Corp.
(A Development Stage Company)
Balance Sheets
| | June 30, | | | September 30, | |
| | 2015 | | | 2014 | |
| | (unaudited) | | | | |
Assets | | | | | | |
| | | | | | |
Current assets | | | | | | |
Cash | | $ | 1,114 | | | $ | 31,033 | |
Inventory | | | 2,031 | | | | 712 | |
Total current assets | | | 3,144 | | | | 31,745 | |
| | | | | | | | |
Non-current assets | | | | | | | | |
Property and equipment - net | | | 154,228 | | | | 181,259 | |
Note Receivable | | | 46,155 | | | | 47,005 | |
Debt issue costs - net | | | 243 | | | | 20,288 | |
Goodwill | | | 1,994,236 | | | | 3,353,156 | |
Total Non-Current Assets | | | 2,194,862 | | | | 3,601,708 | |
| | | | | | | | |
Total assets | | $ | 2,198,007 | | | $ | 3,633,453 | |
| | | | | | | | |
Liabilities and Stockholders' (Deficit) | | | | | | | | |
| | | | | | | | |
Current Liabilities | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 156,985 | | | $ | 165,991 | |
Accounts payable - former Officer | | | 415,719 | | | | 415,719 | |
Accrued interest payable | | | 435,095 | | | | 379,092 | |
Notes/Advances payable - related party | | | 27,173 | | | | 27,173 | |
Derivative liability | | | 694,287 | | | | 243,809 | |
Convertible debt - net | | | 804,978 | | | | 442,609 | |
Non-convertible debt from Hydra Acquistion | | | 981,508 | | | | 981,508 | |
Total current liabilities | | | 3,515,745 | | | | 2,655,901 | |
| | | | | | | | |
Stockholders' Equity | | | | | | | | |
Preferred stock, Series A, $0.001 par value, 200,000,000 shares authorized; 100,000,000 issued and outstanding at June 30, 2015 and September 30, 2014 | | | 100,000 | | | | 100,000 | |
Preferred stock,Series B, $0.001 par value, 1 share authorized; 1 share and 0 shares issued and outstanding at June 30, 2015 and September 30, 2014, respectively | | | - | | | | - | |
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 1,337.300,030 and 8,911,263 issued and outstanding at June 30, 2015 and September 30, 2014, respectively | | | 1,337,300 | | | | 8,912 | |
Additional paid-in capital | | | 12,847,419 | | | | 13,832,548 | |
Deficit accumulated during the development stage | | | (15,602,962 | ) | | | (12,964,414 | ) |
Accumulated other comprehensive income | | | 505 | | | | 505 | |
Total Stockholders' Equity | | | (1,317,738 | ) | | | 977,551 | |
| | | | | | | | |
Total liabilities and stockholders' (deficit) | | $ | 2,198,007 | | | $ | 3,633,453 | |
Hydrogen Future Corp.
(A Development Stage Company)
Statements of Operations
(Unaudited)
| | Three Months Ended June 30 | | | June 21, 2006 (inception) through March 31, | |
| | 2015 | | | 2014 | | | 2015 | |
| | | | | | | | | |
Expenses | | | | | | | | | |
General and Administrative Expenses | | $ | 103,371 | | | $ | 196,707 | | | $ | 9,006,604 | |
Issuance of Common Stock to settle a prior liability | | | - | | | | 117,000 | | | | 117,000 | |
Impairment of software | | | - | | | | - | | | | 1,035,027 | |
Total | | | 103,371 | | | | 313,707 | | | | 10,158,631 | |
| | | | | | | | | | | | |
Other Income/(Expense) | | | | | | | | | | | | |
Interest expense | | | (144,051 | ) | | | (243,721 | ) | | | (1,329,987 | ) |
Derivative expense | | | (70,036 | ) | | | (449,501 | ) | | | (4,564,403 | ) |
Change in fair value of derivative liability | | | 1,412,270 | | | | (116,720 | ) | | | 4,241,757 | |
Loss on Retirement of Debt | | | (31,619 | ) | | | (125,034 | ) | | | (2,468,849 | ) |
Write-down of goodwill | | | (1,358,920 | ) | | | | | | | (1,358,920 | ) |
Tax refunds | | | - | | | | - | | | | 36,071 | |
Total Other (Expense) - net | | | (192,356 | ) | | | (934,976 | ) | | | (5,444,332 | ) |
| | | | | | | | | | | | |
Net Income (Loss) | | $ | (295,727 | ) | | $ | (1,248,683 | ) | | $ | (15,602,962 | ) |
| | | | | | | | | | | | |
Net loss per common share - basic | | $ | (0.00 | ) | | $ | (0.92 | ) | | | | |
| | | | | | | | | | | | |
Net loss per common share - diluted | | $ | (0.00 | ) | | $ | (0.71 | ) | | | | |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | | | | | | | | | | |
during the period/year - basic | | | 1,103,532,329 | | | | 1,364,511 | | | | | |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | | | | | | | | | | |
during the period/year - diluted | | | 1,103,932,329 | | | | 1,641,484 | | | | | |
(A Development Stage Company)
| | Nine Months Ended June 30 | | | June 21, 2006 (inception) through December 30, | |
| | 2015 | | | 2014 | | | 2014 | |
| | | | | | | | | |
Expenses | | | | | | | | | |
General and Administrative Expenses | | $ | 354,777 | | | $ | 5,776,147 | | | $ | 9,006,604 | |
Issuance of Common Stock to settle a prior liability | | | - | | | | 117,000 | | | | 117,000 | |
Impairment of software | | | - | | | | - | | | | 1,035,027 | |
Total | | | 354,777 | | | | 5,893,147 | | | | 10,158,631 | |
| | | | | | | | | | | | |
Other Income/(Expense) | | | | | | | | | | | | |
Interest expense | | | (485,950 | ) | | | (523,738 | ) | | | (1,329,987 | ) |
Derivative expense | | | (311,078 | ) | | | (2,569,102 | ) | | | (4,564,403 | ) |
Change in fair value of derivative liability | | | (11,081 | ) | | | 3,141,729 | | | | 4,241,757 | |
Loss on Retirement of Debt | | | (116,743 | ) | | | (2,124,401 | ) | | | (2,468,849 | ) |
Write-down of goodwill | | | (1,358,920 | ) | | | | | | | (1,322,849 | ) |
Tax refunds | | | - | | | | - | | | | 36,071 | |
Total Other (Expense) - net | | | (2,283,771 | ) | | | (2,075,512 | ) | | | (5,408,261 | ) |
| | | | | | | | | | | | |
Net Income (Loss) | | $ | (2,638,549 | ) | | $ | (7,968,659 | ) | | $ | (15,566,891 | ) |
| | | | | | | | | | | | |
Net loss per common share - basic | | $ | (0.01 | ) | | $ | (11.59 | ) | | | | |
| | | | | | | | | | | | |
Net loss per common share - diluted | | $ | (0.01 | ) | | $ | (10.22 | ) | | | | |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | | | | | | | | | | |
during the period/year - basic | | | 389,206,333 | | | | 687,642 | | | | | |
| | | | | | | | | | | | |
Weighted average number of common shares outstanding | | | | | | | | | | | | |
during the period/year - diluted | | | 389,206,333 | | | | 779,950 | | | | | |
Hydrogen Future Corp.
Statement of Stockholder's Equity
From the Period of Inception to June 30, 2015
(Unaudited)
| | Common Stock, $0.001 Par Value | | | Series A Preferred Stock, $0.001 Par Value | | | Series B Preferred Stock, $0.001 Par Value | | | Additional Paid-In | | | Deficit Acquired During Development | | | Accumulated Other Comprehensive Income | | | Total Stockholders' Equity | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Stage | | | (Loss) | | | (Deficit) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from the Issuance of founders stock-($62.50/share) | | | 80 | | | $ | 0 | | | | - | | | $ | - | | | | - | | | $ | - | | | | 5,000 | | | $ | - | | | $ | - | | | $ | 5,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from the Issuance of founders stock- ($62.50/share) | | | 120 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 15,000 | | | | - | | | | | | | | 15,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss- Inception (June 21, 2006) to September 30, 2006 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,631 | ) | | | - | | | | (2,631 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance- September 30, 2006 | | | 200 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 20,000 | | | | (2,631 | ) | | | - | | | | 17,369 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from the Issuance of common stock- ($500/share) | | | 164 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 82,000 | | | | - | | | | - | | | | 82,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended September 30, 2007 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (16,960 | ) | | | - | | | | (16,960 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance- September 30, 2007 | | | 364 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 102,000 | | | | (19,591 | ) | | | - | | | | 82,409 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended September 30, 2008 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (18,199 | ) | | | - | | | | (18,199 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance- September 30, 2008 | | | 364 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 102,000 | | | | (37,790 | ) | | | - | | | | 64,210 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended September 30, 2009 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (19,076 | ) | | | - | | | | (19,076 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance- September 30, 2009 | | | 364 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 102,000 | | | | (56,866 | ) | | | - | | | | 45,134 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from the Issuance of common stock- ($81,250/share) | | | 2 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 162,500 | | | | - | | | | - | | | | 162,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued to acquire software ($110,000/share) | | | 13 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 1,380,876 | | | | - | | | | - | | | | 1,380,876 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from the Issuance of common stock- ($100,000/share) | | | 2 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 200,000 | | | | - | | | | - | | | | 200,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for consulting services ($100,000/share) | | | 0 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 16,000 | | | | - | | | | - | | | | 16,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for consulting services ($112,500/share) | | | 1 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 135,000 | | | | - | | | | - | | | | 135,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended September 30, 2010 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (351,790 | ) | | | - | | | | (351,790 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign Currency translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3,079 | ) | | | (3,079 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance- September 30, 2010 | | | 382 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 1,996,376 | | | | (408,656 | ) | | | (3,079 | ) | | | 1,584,641 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from the Issuance of common stock- ($40,000/share) | | | 3 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 99,999 | | | | - | | | | - | | | | 100,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from the Issuance of common stock- ($25,000/share) | | | 1 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 15,000 | | | | - | | | | - | | | | 15,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debt discount on convertible notes- Original Issue Discount | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 27,122 | | | | - | | | | - | | | | 27,122 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debt issue costs- warrants | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 26,901 | | | | - | | | | - | | | | 26,901 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued for conversion of Note ($2,789/share) | | | 9 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 24,990 | | | | - | | | | - | | | | 24,990 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended September 30, 2011 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (3,024,617 | ) | | | - | | | | (3,024,617 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign Currency translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 9,234 | | | | 9,234 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance- September 30, 2011 | | | 394 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 2,190,388 | | | | (3,433,273 | ) | | | 6,155 | | | | (1,236,729 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share Rescission | | | (22 | ) | | | (0 | ) | | | | | | | | | | | | | | | | | | | (89,936 | ) | | | | | | | | | | | (89,936 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income for the year ended September 30, 2012 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 694,279 | | | | - | | | | 694,279 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign Currency translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (5,650 | ) | | | (5,650 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance- September 30, 2012 | | | 372 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 2,100,452 | | | | (2,738,994 | ) | | | 505 | | | | (638,037 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share Issuance upon default of debt- ($488/share) | | | 120 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 58,500 | | | | - | | | | - | | | | 58,500 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of Shares to Officers for Compensation- ($400/share) | | | 256 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 102,596 | | | | - | | | | | | | | 102,596 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issuance upon conversion of debt- ($4,988/share) | | | 48 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 237,575 | | | | - | | | | - | | | | 237,575 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock issued upon conversion of insider debt | | | 3 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | (0 | ) | | | - | | | | - | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued for consulting services- ($388/share) | | | 1 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | 452 | | | | - | | | | - | | | | 452 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of 100,000,000 shares of Preferred Stock to Officers- ($.0031/share) | | | - | | | | - | | | | 100,000,000 | | | | 100,000 | | | | - | | | | - | | | | 210,000 | | | | - | | | | - | | | | 310,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended September 30, 2013 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (2,421,145 | ) | | | - | | | | (2,421,145 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance- September 30, 2013 | | | 800 | | | | 1 | | | | 100,000,000 | | | | 100,000 | | | | - | | | | 0 | | | | 2,709,575 | | | | (5,160,139 | ) | | | 505 | | | | (2,350,058 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issuance upon conversion of debt, accrued interest and related share issuance expenses | | | 7,867,943 | | | | 7,868 | | | | - | | | | - | | | | - | | | | - | | | | 3,616,231 | | | | - | | | | - | | | | 3,624,098 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued to Management for Compensation on December 26, 2013 at $.065 | | | 2,880 | | | | 3 | | | | - | | | | - | | | | - | | | | - | | | | 44,997 | | | | - | | | | - | | | | 45,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued to Management for Compensation on January 27, 2014 at $.0521 | | | 400,000 | | | | 400 | | | | - | | | | - | | | | - | | | | - | | | | 5,209,600 | | | | - | | | | - | | | | 5,210,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued in settlement for prior unrecorded obligation for equipment purchase | | | 120,000 | | | | 120 | | | | - | | | | - | | | | - | | | | - | | | | 116,880 | | | | | | | | | | | | 117,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issued for consulting services | | | 200,000 | | | | 200 | | | | | | | | | | | | | | | | | | | | 39,800 | | | | | | | | | | | | 40,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Debt Issue Costs | | | | | | | | | | | | | | | | | | | | | | | | | | | 37,875 | | | | | | | | | | | | 37,875 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sale of common shares | | | 320,000 | | | | 320 | | | | | | | | | | | | | | | | | | | | 7,670 | | | | | | | | | | | | 7,990 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of 1 shares of Preferred Stock, Series B to American Security Research Company | | | | | | | | | | | - | | | | - | | | | 1 | | | | - | | | | 2,049,920 | | | | | | | | | | | | 2,049,920 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended September 30, 2014 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (7,804,274 | ) | | | - | | | | (7,804,274 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance- September 30, 2014 | | | 8,911,623 | | | | 8,912 | | | | 100,000,000 | | | $ | 100,000 | | | | 1 | | | | - | | | | 13,832,548 | | | | (12,964,414 | ) | | | 505 | | | | 977,551 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares issuance upon conversion of debt, accrued interest and related share issuance expenses | | | 1,328,388,347 | | | | 1,328,388 | | | | - | | | | - | | | | - | | | | - | | | | (985,129 | ) | | | | | | | | | | | 343,259 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of fractional shares associated with the reverse split | | | 60 | | | | 0 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the nine months ended June 30, 2015 | | | | | | | | | | | - | | | | - | | | | - | | | | - | | | | | | | | (2,638,549 | ) | | | | | | | (2,638,549 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1,337,300,030 | | | $ | 1,337,300 | | | | 100,000,000 | | | $ | 100,000 | | | | 1 | | | $ | - | | | $ | 12,847,419 | | | $ | (15,602,962 | ) | | $ | 505 | | | $ | (1,317,739 | ) |
Hydrogen Future Corp.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
| | Nine Months Ended June 30, | | | June 21, 2006 (Inception) to March 31, | |
| | 2015 | | | 2014 | | | 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
Net loss | | $ | (2,638,549 | ) | | $ | (7,968,659 | ) | | $ | (15,602,962 | ) |
Adjustments to reconcile net loss | | | | | | | | | | | | |
to net cash provided by (used in) operating activities: | | | | | |
Share based payments | | | - | | | | 5,255,000 | | | | 5,907,549 | |
Impairment of Software | | | | | | | - | | | | 1,035,027 | |
Write-down of Goodwill | | | 1,358,920 | | | | | | | | 1,358,920 | |
Derivative expense | | | 311,078 | | | | 2,569,102 | | | | 4,564,403 | |
Depreciation | | | 29,835 | | | | 25,599 | | | | 499,049 | |
Amortization of debt issue cost | | | 20,545 | | | | 16,081 | | | | 89,033 | |
Amortization of debt discount | | | 390,394 | | | | 427,679 | | | | 973,299 | |
Amortization of Original Issue Discount | | | 227 | | | | 28,394 | | | | 36,370 | |
Change in fair value of derivative liabilities | | | 11,081 | | | | (3,141,729 | ) | | | (4,241,757 | ) |
Accrued interest on Retired debt | | | 39,326 | | | | 8,778 | | | | 75,401 | |
Fees on debt conversions | | | 18,257 | | | | 10,800 | | | | 38,402 | |
Loss on Retirement of Debt | | | 116,743 | | | | 2,124,401 | | | | 2,468,849 | |
Loss on Issuance of Common Stock to settle a prior liability | | | - | | | | 117,000 | | | | 117,000 | |
Issuance of Common stock for consulting agreements | | | - | | | | - | | | | 48,000 | |
Changes in operating assets and liabilities: | | | | | | | | | | | |
(Increase) decrease in other receivables | | | - | | | | (335 | ) | | | - | |
(Increase) decrease in Inventory | | | (1,319 | ) | | | - | | | | (2,031 | ) |
Increase (decrease) in accounts payable and accrued expense | | | (9,006 | ) | | | 87,187 | | | | 156,985 | |
Increase in accounts payable - related party | | | - | | | | | | | | 415,719 | |
Increase in working capital from acquisition | | | - | | | | (319,630 | ) | | | (319,630 | ) |
Increase in accrued interest | | | 56,003 | | | | 294,858 | | | | 435,095 | |
Net cash provided by (used in) operating activities | | | (296,464 | ) | | | (465,473 | ) | | | (1,947,278 | ) |
| | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | |
Note receivable Acquired in Acquistion-net of repayments | | | 850 | | | | (47,005 | ) | | | (46,155 | ) |
Cash acquired in Acquisition | | | | | | | 402 | | | | 402 | |
Purchase of property and equipment | | | (2,805 | ) | | | - | | | | (307,428 | ) |
Net cash used in investing activities | | | (1,955 | ) | | | (46,603 | ) | | | (353,181 | ) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | |
Proceeds from related party notes/advances | | | - | | | | | | | | 31,586 | |
Proceeds from convertible notes payable | | | 44,000 | | | | 357,125 | | | | 917,178 | |
Notes Issued for Professional services | | | 225,000 | | | | 225,000 | | | | 793,727 | |
Repayment of related party notes/advances | | | - | | | | - | | | | (968 | ) |
Cash paid as debt offering costs | | | (500 | ) | | | | | | | (24,500 | ) |
Proceeds from issuance of common stock | | | | | | | - | | | | 587,490 | |
Net cash provided by financing activities | | | 268,500 | | | | 582,125 | | | | 2,304,513 | |
| | | | | | | | | | | | |
Net (Decrease) in Cash | | | (29,919 | ) | | | 70,049 | | | | 4,054 | |
Effect of Exchange Rates on Cash | | | | | | | | | | | (2,941 | ) |
| | | | | | | | | | | | |
Cash - Beginning of Period/Year | | | 31,033 | | | | (0 | ) | | | - | |
| | | | | | | | | | | | |
Cash - End of Period/Year | | $ | 1,114 | | | $ | 70,049 | | | $ | 1,114 | |
| | | | | | | | | | | | |
SUPPLEMENTARY CASH FLOW INFORMATION: | | | | | | | | |
Cash paid during the period/year for: | | | | | | | | | | | | |
Interest | | $ | - | | | $ | - | | | $ | - | |
Income Taxes | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | |
| | | | | | | | | | | | |
Debt converted to common shares | | $ | 103,252 | | | $ | 552,746 | | | | 953,828 | |
Common stock issued to acquire software | | $ | - | | | $ | - | | | | 1,380,876 | |
Notes payable acquired in acquisition | | | | | $ | 984,008 | | | | 984,008 | |
Preferred stock issued to officers | | | | | | $ | 310,000 | | | | 310,000 | |
Debt discount recorded on convertible debt accounted for as a derivative liability | | $ | 269,000 | | | $ | 582,125 | | | | 1,316,875 | |
Debt discount recorded on convertible debt accounted for as a derivative liability - original issue discount | | | | $ | - | | | | 27,122 | |
Debt issue costs - warrants | | $ | - | | | $ | - | | | | 26,901 | |
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2015
(Unaudited)
Note 1 Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.
The financial information as of September 30, 2014 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the years ended September 30, 2014 and 2013. The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the years ended September 30, 2014 and 2013.
Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three months ended June 30, 2015 are not necessarily indicative of results for the full fiscal year.
Note 2 Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Company History
We were incorporated in the State of Nevada on June 21, 2006, as El Palenque Nercery, Inc. On June 30, 2006, we changed our name to El Palenque Vivero, Inc., and on March 23, 2010, we changed our name to A5 Laboratories Inc. On April 8, 2010, we effectuated a forward split of our issued shares of common stock on the basis of 10-for-1. On October 10, 2013, we changed our name to Hydrogen Future Corporation. On December 27, 2013, our stock trading symbol was changed from AFLB.OB to HFCO.OB, and on January 27, 2015, we effectuated a reverse split of our common stock on a 1:500 basis . On April 21, 2014, the Company completed the acquisition of Hydra Fuel Cell Corporation (“Hydra”) from American Security Resources Corporation (Pink Sheets: ARSC). On January 12. 2015, we effectuated a reverse split of our common stock on a 1:250 basis. Hydra has developed advanced hydrogen fuel cell technology which it initially intends to deploy as residential and small commercial grid replacement for electric generation. Our business offices are located at 2525 Robinhood Street, Suite 1100, Houston TX and our telephone number is (713) 465-1001.
The Company intended to provide contract research and laboratory services to the pharmaceutical industry. This part of the Company is currently inactive, and we are concentrating on our fuel cell operation. We strongly suggest you read our 8-K filed April 28, 2014 about the Hydra acquisition and our form 10-K for the year ended September 30, 2013 filed on January 21, 2015 in addition to this filing to better understand the Company’s new direction. Both filings were with the Securities and Exchange Commission and can be found at www.SEC.gov .
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
At the end of this quarter, the company therefore had two segments, 1) Fuel cell technology and 2) Contract research and laboratory services. See Note 13 for Segment reporting. See Note 7 for the accounting for Goodwill.
The Company’s fiscal year end is September 30.
Development Stage
The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan.
Risks and Uncertainties
The Company intends to operate in an industry that is subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Such estimates for the periods ended June 30, 2015 and 2014, and assumptions affect, among others, the following:_
● | estimated carrying value, useful lives and impairment of property and equipment; |
| |
● | estimated fair value of derivative liabilities; |
| |
● | estimated valuation allowance for deferred tax assets; and |
| |
● | estimated fair value of share based payments |
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
Cash and Cash Equivalents
The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. At March 31, 2015 and September 30, 2014, the Company had no cash equivalents.
At June 30, 2015, the Company had $1,114 in cash.
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At June 30, 2015 and September 30, 2014, there were no balances that exceeded the federally insured limit.
Property and Equipment
Property and equipment (including related party purchases) is stated at cost, less accumulated depreciation computed on a straight-line basis over the estimated useful lives. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized when deemed material. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company recognized an impairment of $1,035,027 during the year ended September 30, 2011. See Note 6.
Beneficial Conversion Feature
For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount.
When the Company records a BCF, the relative fair value of the BCF would be recorded as a debt discount against the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt.
Derivative Liabilities
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as a Change in fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.
Debt Issue Costs and Debt Discount
The Company paid debt issue costs, and recorded debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt. Debt issue costs are included in general and administrative expense and debt discount amortization is included in interest expense.
Original Issue Discount
For certain convertible debt issued, the Company provides the debt holder with an original issue discount (“OID”). An OID is the difference between the original cash proceeds and the amount of the note upon maturity. The Note is originally recorded for the proceeds received. The OID is expensed into interest expense pro-rata over the term of the Note, and upon maturity, the back value of the Note shall equal the proceeds due.
Share-Based Payments
Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense. During the six months ended June 30, 2015, there were no payments of this kind.
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
Earnings per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
Prior to the issuance of the Company’s Preferred Stock during the calendar year ending September 30, 2013, the Company did not have any dilutive securities. As such, a separate computation of diluted earnings (loss) per share was not presented. Commencing with the issuance of the Preferred Stock, the Company now has dilutive securities, and a separate computation of diluted earnings (loss) per share is now presented.
The Company had the following potential common stock equivalents at June 30, 2015 and September 30, 2014:
| | June 30, 2014 | | | September 30, 2014 | |
| | | | | | |
Warrants | | | 0 | | | | 63 | |
Convertible debt (1) | | | 1,068,770,184 | | | | 9,931,803 | |
Total common stock equivalents | | | | | | | 9,931,864 | |
(1) | The Company has identified eight and ten debt holders as of June 30, 2015 and September 30, 2014, respectively, who cannot exceed ownership in the Company of 9.99%. Each investor is limited to 133,596,273 and 993,180 shares at June 30, 2015 and September 30, 2014 respectively. |
Fair Value of Financial Instruments
The carrying amounts of the Company’s short-term financial instruments, other receivables, accounts payable and accrued liabilities, approximate fair value due to the relatively short period to maturity for these instruments.
Foreign Currency Transactions
The Company’s functional currency had been the Canadian dollar and its reporting currency was the U.S. Dollar. All transactions which had been initiated in Canadian Dollars were translated to U.S. Dollars in accordance with ASC 830-10-20 “Foreign Currency Translation” as follows:
(i) | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date; |
(ii) | Equity at historical rates; and |
(iii) | Revenue and expense items at the average exchange rate prevailing during the period. |
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income (loss). Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).
Currently, the Company’s functional and reporting currency is the U.S. dollar, and there are no more financial currency transactions, which require separate accounting.
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2014
(Unaudited)
Comprehensive Income (Loss)
Comprehensive income or loss is comprised of net earnings or loss and other comprehensive income or loss, which includes certain changes in equity, excluded from net earnings, primarily foreign currency translation adjustments.
Recent Accounting Pronouncements
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The guidance in ASU 2011-04 changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, including clarification of the FASB's intent about the application of existing fair value and disclosure requirements and changing a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this ASU should be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. Early adoption by public entities is not permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The guidance in ASU 2011-05 applies to both annual and interim financial statements and eliminates the option for reporting entities to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. This ASU also requires consecutive presentation of the statement of net income and other comprehensive income. Finally, this ASU requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU should be applied retrospectively and are effective for fiscal year, and interim periods within those years, beginning after December 15, 2011. The Company has adopted this guidance in these financial statements.
Note 3 Going Concern
As reflected in the accompanying financial statements, the Company had a net loss of $2,638,549 for the nine months ended June 30, 2015, and utilized $296,464 in cash for operations. The Company also has a working capital deficit of $3,512,601 and a deficit accumulated during the development stage of $15,602,962 at June 30, 2015. In addition, the Company is in the development stage and has not yet generated any revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue its operations is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and continuing to raise funds through debt or equity raises. The Company will likely rely upon equity financing in order to ensure the continuing existence of the business.
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.
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
Note 4 Fair Value of Financial Assets and Liabilities
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
● | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| |
● | Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| |
● | Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
At June 30, 2015, the fair value of financial instruments measured on a recurring basis includes derivative liabilities, determined based on level two inputs consisting of quoted prices in active markets for identical assets. The carrying amount reported for accounts payable, accrued liabilities, and notes payable approximates fair value because of the short-term maturity of these financial instruments.
The Company has a derivative liability measured at fair market value on a recurring basis. Consequently, the Company had changes in fair value reported in the statements of operations, which were attributable to the change in market value relating to the liability for the six months ended June 30, 2015.
The following is the Company’s derivative liability measured at fair value on a recurring basis at:
| | June 30, 2014 | | | September 30, 2014 | |
Level 1 | | $ | - | | | $ | - | |
Level 2 - Derivative Liability | | | 694,287 | | | | 243,809 | |
Level 3 | | | - | | | | - | |
Total | | $ | 694,287 | | | $ | 243,809 | |
Note 5 Receivables
(A) Note Receivables- Non-current
On the closing of the purchase of Hydra, the Company paid on behalf of the seller ,American Security Research Company, to the State of Nevada $47,005 to execute the transfer. This expense will ultimate be borne by the seller and the Company has recorded a receivable to reflect this. During the quarter ended June 30, 2015, American Security Research Company repaid $850 of this amount. The remaining balance is $46,155 at June 30, 2015.
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
Note 6 Property and Equipment
Property and equipment consists of the following:
| | March 2015 | | | September 2014 | | | Estimated Useful Lives | |
| | | | | | | | | |
Software | | $ | 1,380,876 | | | | 1,380,876 | | | | 3 | |
Leasehold improvements (1) | | | 144,802 | | | | 144,802 | | | | 10 | |
Lab equipment (2) | | | 106,705 | | | | 106,705 | | | | 10 | |
Technical equipment (3) | | | 15,824 | | | | 15,824 | | | | 5 | |
Office equipment | | | 40,141 | | | | 37,336 | | | | 5 | |
| | | 1,688,348 | | | | 1,685,543 | | | | | |
| | | | | | | | | | | | |
Less: Accumulated depreciation | | | (499,093 | ) | | | (469,257 | ) | | | | |
Less: Impairment | | | (1,035,027 | ) | | | (1,035,027 | ) | | | | |
Property and equipment - net | | $ | 154,228 | | | | 181,259 | | | | | |
(1) See Note 8(B) - related party
(2) See below related to related party purchases
(3) Technical equipment- This represents equipment used to test fuel cell viability
Note 7 Goodwill
The Company recorded goodwill as a result of its business acquisition of Hydra(“Hydra Acquisition”) . Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible assets acquired. In the Hydra Acquisition , the objective was to expand the Company’s product offerings and customer base by entering into a new line of business. The Company determined the value of the goodwill by analyzing comparable companies with similar product lines. Based upon that analysis, the Company determined that the value of the Goodwill was $3,353,156 as follows:
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
Assets acquired: | | | |
Cash | | $ | 402 | |
Other receivables | | | 3,529 | |
Total | | $ | 3,931 | |
Liabilities acquired: | | | | |
Promissory note payable | | $ | 984,008 | |
Accrued interest payable | | | 235,972 | |
Other current liabilities | | | 87,187 | |
Additional paid-in capital | | | 2,049,920 | |
Total | | $ | 3,357,087 | |
Goodwill | | $ | 3,353,156 | |
The Company tests goodwill for impairment on a quarterly basis.
The Company’s technology is an alternative to existing fossil fuels. As the price of traditional energy sources become cheaper, there is less of an incentive to switch to the Company’s competitive offerings. The price of West Texas Intermediate Crude has fallen from over $100 at June 30, 2014 to approximately $40 as of the date of this filing. The Company believes that the reduction in the price of crude oil reflects a permanent trend, which has permanently adversely impacted its investment. Based on comparable companies, the Company has now determine that the Goodwill is worth $1,994,236.
Goodwill at September 30, 2014 | | $ | 3,353,156 | |
| | | | |
Impairment as June 30, 2015 | | | 1,358,920 | |
| | | | |
Value of Goodwill at June 30, 2015 | | $ | 1,994,236 | |
Note 8 Notes Payable
(A) Related Party
The following is a summary of the Company’s related party liabilities:
| | June 30, 2015 | | | September 30, 2013 | |
Notes payable (1) | | $ | 20,915 | | | $ | 20,915 | |
Advances (2) | | | 7,226 | | | | 7,226 | |
Less: payments | | | (968 | ) | | | (968 | ) |
Total related party liabilities | | $ | 27,173 | | | $ | 27,173 | |
(1) The note is non-interest bearing, unsecured, and due on demand.
(2) The advances are non-interest bearing, unsecured, and due on demand.
(B) Convertible debt-net
The following is a summary of the Company's outstanding convertible debt as of June 30, 2015:
Date of Issuance | | Original Amount | | | Conversions through June 30, 2015 | | | Accrued Original Issue Discount, if any | | | Gross Amount outstanding at June 30, 2015 | | | Remaining Discount | | | Net Amount | | | Type of Note | |
| | | | | | | | | | | | | | | | | | | | | |
2-Apr-13 | | | 5,000 | | | | 0 | | | | | | | 5,000 | | | | 0 | | | | 5,000 | | | | a | |
31-May-13 | | | 5,500 | | | | 0 | | | | | | | 5,500 | | | | 0 | | | | 5,500 | | | | a | |
31-May-13 | | | 5,500 | | | | 0 | | | | | | | 5,500 | | | | 0 | | | | 5,500 | | | | a | |
23-Feb-11 | | | 300,000 | | | | 300,000 | | | | | | | 0 | | | | 0 | | | | 0 | | | | a | |
1-Oct-12 | | | 165,000 | | | | 165,000 | | | | | | | 0 | | | | 0 | | | | 0 | | | | b | |
1-Aug-13 | | | 25,000 | | | | 14,400 | | | | | | | 10,600 | | | | 0 | | | | 10,600 | | | | b | |
1-Sep-13 | | | 25,000 | | | | 25,000 | | | | | | | 0 | | | | 0 | | | | 0 | | | | b | |
1-Oct-13 | | | 25,000 | | | | 25,000 | | | | | | | 0 | | | | 0 | | | | 0 | | | | b | |
1-Nov-13 | | | 25,000 | | | | 0 | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Dec-13 | | | 25,000 | | | | 0 | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Jan-14 | | | 25,000 | | | | 0 | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Feb-14 | | | 25,000 | | | | 25,000 | | | | | | | 0 | | | | 0 | | | | 0 | | | | b | |
1-Mar-14 | | | 25,000 | | | | 10,600 | | | | | | | 14,400 | | | | 0 | | | | 14,400 | | | | b | |
1-Aug-13 | | | 12,500 | | | | 40,000 | | | | 27,500 | | | | 0 | | | | 0 | | | | 0 | | | | a | |
27-Aug-13 | | | 12,500 | | | | | | | | 1,250 | | | | 13,750 | | | | 0 | | | | 13,750 | | | | a | |
10-Oct-13 | | | 15,000 | | | | | | | | 1,500 | | | | 16,500 | | | | 0 | | | | 16,500 | | | | a | |
19-Nov-13 | | | 10,000 | | | | | | | | 1,000 | | | | 11,000 | | | | 0 | | | | 11,000 | | | | a | |
27-Sep-13 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | a | |
13-Dec-13 | | | 20,000 | | | | 11,470 | | | | | | | | 8,530 | | | | 0 | | | | 8,530 | | | | a | |
27-Feb-14 | | | 20,000 | | | | 20,000 | | | | | | | | 0 | | | | 0 | | | | 0 | | | | a | |
17-Mar-14 | | | 25,000 | | | | 4,848 | | | | 1,610 | | | | 21,762 | | | | 8,904 | | | | 12,857 | | | | a | |
2-Apr-14 | | | 30,000 | | | | 32,500 | | | | 2,500 | | | | 0 | | | | 0 | | | | 0 | | | | a | |
21-Mar-14 | | | 30,000 | | | | 8,725 | | | | | | | | 21,275 | | | | 0 | | | | 21,275 | | | | a | |
14-Apr-14 | | | 35,000 | | | | 0 | | | | | | | | 35,000 | | | | 0 | | | | 35,000 | | | | a | |
5-May-14 | | | 50,000 | | | | 8,706 | | | | | | | | 41,294 | | | | 0 | | | | 41,294 | | | | a | |
21-May-14 | | | 35,000 | | | | 1,349 | | | | | | | | 33,651 | | | | 0 | | | | 33,651 | | | | a | |
2-Jun-14 | | | 27,500 | | | | 26,875 | | | | | | | | 625 | | | | 0 | | | | 625 | | | | a | |
23-Jun-14 | | | 27,500 | | | | 0 | | | | | | | | 27,500 | | | | 0 | | | | 27,500 | | | | a | |
1-Apr-14 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-May-14 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Jun-14 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Jul-14 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Aug-14 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Sep-14 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
7-Jul-14 | | | 37,500 | | | | 5,267 | | | | | | | | 32,233 | | | | 0 | | | | 32,233 | | | | a | |
14-Jul-14 | | | 25,000 | | | | 1,385 | | | | | | | | 23,615 | | | | 0 | | | | 23,615 | | | | a | |
22-Aug-14 | | | 27,500 | | | | 0 | | | | | | | | 27,500 | | | | 0 | | | | 27,500 | | | | a | |
26-Aug-14 | | | 10,000 | | | | 0 | | | | | | | | 10,000 | | | | 3,740 | | | | 6,260 | | | | a | |
26-Aug-14 | | | 10,000 | | | | 10,000 | | | | | | | | 0 | | | | 0 | | | | 0 | | | | a | |
8-Sep-14 | | | 10,000 | | | | 7,205 | | | | | | | | 2,795 | | | | 0 | | | | 2,795 | | | | a | |
15-Sep-14 | | | 20,000 | | | | 0 | | | | | | | | 20,000 | | | | 0 | | | | 20,000 | | | | a | |
15-Sep-14 | | | 10,000 | | | | 6,300 | | | | | | | | 3,700 | | | | 3,898 | | | | (198 | ) | | | a | |
19-Sep-14 | | | 10,000 | | | | 9,500 | | | | | | | | 500 | | | | 3,932 | | | | (3,432 | ) | | | a | |
1-Oct-14 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Nov-14 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Dec-14 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 0 | | | | 25,000 | | | | b | |
1-Jan-15 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 414 | | | | 24,586 | | | | b | |
1-Feb-15 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 4,420 | | | | 20,580 | | | | b | |
6-Feb-15 | | | 14,500 | | | | 0 | | | | | | | | 14,500 | | | | 8,560 | | | | 5,940 | | | | b | |
1-Mar-15 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 7,043 | | | | 17,957 | | | | a | |
3-Mar-15 | | | 29,500 | | | | 0 | | | | | | | | 29,500 | | | | 14,750 | | | | 14,750 | | | | a | |
1-Apr-15 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 12,705 | | | | 12,295 | | | | a | |
1-May-15 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 16,848 | | | | 8,152 | | | | a | |
1-Jun-15 | | | 25,000 | | | | 0 | | | | | | | | 25,000 | | | | 21,038 | | | | 3,962 | | | | a | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Totals | | | 1,635,000 | | | | 759,130 | | | | 35,360 | | | | 911,230 | | | | 106,252 | | | | 804,978 | | | | | |
Legend: | | | | | | | |
a- Note for cash | | | | | | |
b- Note for consulting services | | | | | |
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
The following is a summary of the notes issued for cash and issued for consulting services:
| | Original Amount | | | Conversions through June 30, 2015 | | | Accrued Original Issue Discount, if any | | | Gross Amount outstanding at June 30, 2015 | | | Remaining Discount | | | Net Amount | |
| | | | | | | | | | | | | | | | | | |
Notes for Cash | | | 876,000 | | | | 494,130 | | | | 35,360 | | | | 392,229 | | | | 20,474 | | | | 371,755 | |
Notes for Consulting Services | | | 759,000 | | | | 265,000 | | | | 0 | | | | 519,000 | | | | 85,778 | | | | 433,222 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Totals | | | 1,635,000 | | | | 759,130 | | | | 35,360 | | | | 911,230 | | | | 106,252 | | | | 804,978 | |
(C) Notes Acquired in Hydra Acquisition
As a result of the Hydra Acquisition, the Company acquired an additional $984,008 in debt as follows
Investor | | Amount | | | Interest Rate | |
Golden State Equity Investors | | $ | 350,000 | | | | 7.5 | % |
St. George Investments, LLC | | $ | 415,000 | | | | 7.75 | % |
Bullivant Houser Bailey LLP | | $ | 219,008 | | | | -0- | |
During the Fiscal fourth quarter, $2,500 of the Bullivant Houser Bailer LLP Note was retired. Therefore, the remaining balance at June 30, 2015 is $981,508
All of the notes are currently past due and are payable on demand
(D) Debt Issue Costs
Deferred Issue costs relate to additional expenses associated with a financing that are amortized into expense over the length of the instrument. As of June 30, 2015, the value of these debt issue costs is $243 as follows:
| | | | | | | | | | | Days Remaining as of March 31, 2015 | | | Percentage of Days as of December 31, 2014 | | | Unamortized Balance | |
| | | | | | | | | | | | | | | | | | |
| | $ | 2,500 | | 2-Apr-14 | | 7-Jan-15 | | | 280 | | | | 0 | | | | 0 | % | | $ | 0 | |
| | $ | 7,375 | | 5-May-14 | | 30-Apr-15 | | | 360 | | | | 0 | | | | 0 | % | | $ | 0 | |
| | $ | 5,500 | | 21-May-14 | | 14-Jan-15 | | | 238 | | | | 0 | | | | 0 | % | | $ | 0 | |
| | $ | 2,500 | | 2-Jun-14 | | 14-Jan-15 | | | 226 | | | | 0 | | | | 0 | % | | $ | 0 | |
| | $ | 2,500 | | 23-Jun-14 | | 14-Jan-15 | | | 205 | | | | 0 | | | | 0 | % | | $ | 0 | |
| | $ | 12,500 | | 7-Jul-14 | | 8-Jan-15 | | | 185 | | | | 0 | | | | 0 | % | | $ | 0 | |
| | $ | 2,500 | | 14-Jul-14 | | 14-Jan-15 | | | 184 | | | | 0 | | | | 0 | % | | $ | 0 | |
| | $ | 2,500 | | 22-Aug-14 | | 15-Feb-15 | | | 177 | | | | 0 | | | | 0 | % | | $ | 0 | |
| | $ | 500 | | 6-Feb-15 | | 13-Nov-15 | | | 280 | | | | 136 | | | | 49 | % | | $ | 243 | |
Total | | $ | 38,375 | | | | | | | | | | | | | | | | | | $ | 243 | |
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
(E) Debt Discount
During the nine months and three months ended June 30, 2015, the Company recorded debt discounts of $269,000 and $75,000, respectively.
During the nine months and three months ended June 30, 2014, the Company recorded debt discounts of $582,125 and $325,000 respectively.
The debt discount pertains to convertible debt containing embedded conversion options that are required to bifurcated and reported at fair value.
During the nine and three months ended June 30, 2015, the Company amortized $390,394 and $111,037 in debt discount, respectively.
Note 9 Stockholders’ Equity
(A) Common Stock
Stock Issued in Six months ended June 30, 2015
During the nine months ended June 30, 2015, the Company issued 1,328,388,347 shares of common stock for the conversion of $103,252 of debt, $39,236 of accrued interest and $18,257 of related expenses.
Stock Issued in Fiscal year ended September 30, 2014
The Company issued 8,910,823 (on a split-adjusted basis) shares of common stock during the year as follows:
Shares issued for conversion of debt accrued interest and related expenses associated with conversions | | | 7,867,943 | |
| | | | |
Shares issued to Management for compensation | | | 402,880 | |
| | | | |
Shares issued for settlement of a previously unrecorded liability for equipment purchase | | | 120,000 | |
| | | | |
Shares issued for consulting services | | | 200,000 | |
| | | | |
Sales of common shares | | | 320,000 | |
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
(B) Stock Warrants
All warrants issued by the Company have expired or were cancelled except for those issued to John Fife, which are discussed in Note 7 (B). After adjustment for the split, Mr. Fife owned 63 warrants which are convertible at $25,000 per share. These warrants expired on February 15, 2015. There were no other warrants outstanding at June 30, 2015.
(C) Authorized Shares
On September 5, 2013, the Company held a special meeting of shareholders (the “Meeting.”). At the Meeting, shareholders approved that the aggregate number of shares that the Corporation will have the authority to issue is Ten Billion Two hundrerd million (10,200,000,000), of which Ten Billion (10,000,00,000) shall be common stock, with a $.001 par value, and Two hundred million (200,000,000) shares will be preferred stock, with a par value of $.001. Prior to the Meeting, the Company was authorized to issue up to Two hundred million (200,000,000) shares, of which One hundred million (100,00,000) shall be common stock, with a $.001 par value, and One hundred million (100,000,000) shares will be preferred stock with a par value of $.001
(D) Preferred Stock
On June 21, 2013 (“Grant Date”), the Company granted One hundred million (100,000,000) shares of Series A Preferred stock (the “Series A”), with a par value of $.001. Fifty million (50,000,000) of the Series A were issued to Frank Neukomm, its Chief Executive Officer, and Robert Farr, its Chief Operating Officer. The shares are convertible into common stock on a 1:1 basis and do not carry any dividend. On the Grant Date, the price of the company’s common stock was $.0031. As such, the Company recorded $310,000 of compensation expense under General and Administrative Expenses.
On April 26, 2014, the Company issued one share of Series B Preferred Stock for the Hydra Fuel Cell Acquisition, with a par value of $.001 to American Security Research Corporation. The share is convertible into common stock equivalent to 50.1% ownership of the common stock of the Company.
(E) Reverse Split
Effective January 12, 2015, there was a reverse stock split of our outstanding common stock on the basis of one for one two hundred fifty (1:250).
Note 10 Commitments and Contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.
Note 11 Derivative Liabilities
The Company identified conversion features embedded within convertible debt securities as defined in Note 8. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability.
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follows:
Derivative liability balance at September 30, 2014 | | | | |
Derivative liability Fair value at the commitment date for convertible notes issued | | $ | 243,809 | |
Fair value mark to market adjustment - June 30, 2015 | | | 11,081 | |
Derivative liability associated with new issuances through June 30, 2015 | | | 311,078 | |
Face value of debt issued | | | 269,000 | |
Elimination of derivative liability upon conversion of debt | | | (140,681) | |
Derivative liability balance at June 30, 2015 | | $ | 694,287 | |
The Company recorded the derivative liability to debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. The Company recorded a derivative expense of $311,078 for the nine months ended June 30, 2015.
Note 12 Other Related Party Transactions
The Company accrues consulting and rental fees to its former Chief Executive Officer as follows:
Balance at September 30, 2014 and June 30, 2015 | | $ | 415,719 | |
The consulting and rental fees are components of general and administrative expenses.
Note 13 Segment Reporting
The Company operates in two operating segments which are consistent with its internal organization. The major segments are Fuel Cell technology and Contract Research and Laboratory services. Where applicable, “Unallocated” represents items necessary to reconcile to the consolidated financial statements, which generally include corporate activity at the parent level and eliminations.
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
The Company evaluates performance of individual operating segments based on operating income (loss). On a consolidated basis, this amount represents total net loss as shown in the consolidated statement of operations. Reconciling items represent executive compensation costs that are not allocated to the operating segments. Such costs have not been allocated from the parent to the subsidiaries.
| | Three Months Ended June 30, 2015 | |
| | Fuel Cell Technology | | | Contracted Research and Laboratory Services | | | Corporate | | | Total | |
| | | | | | | | | | | | |
Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
Cost of Revenues | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Gross Profits | | | - | | | | - | | | | - | | | | - | |
Operating Expenses | | | | | | | | | | | | | | | | |
Selling General and Administrative Expenses | | | 8,974 | | | $ | 8,533 | | | $ | 85,864 | | | | 103,371 | |
| | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 8,974 | | | | 8,533 | | | | 85,864 | | | | 103,371 | |
| | | | | | | | | | | | | | | | |
Operating Income (Loss) | | | (8,974 | ) | | | (8,533 | ) | | | (85,864 | ) | | | (103,371 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | (192,356 | ) | | | | |
| | | | | | | | | | | | | | | | |
Net loss | | | (8,974 | ) | | | (8,533 | ) | | | (278,220 | ) | | | (295,727 | ) |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 2,045,844 | | | $ | 151,704 | | | $ | 459 | | | $ | 2,198,007 | |
| | Three months Ended June 30, 2014 | |
| | Fuel Cell Technology | | | Contracted Research and Laboratory Services | | | Corporate | | | Total | |
Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
Cost of Revenues | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Gross Profits | | | - | | | | - | | | | - | | | | - | |
Operating Expenses | | | | | | | | | | | | | | | | |
Selling General and Administrative Expenses | | | 19,875 | | | $ | 8,533 | | | $ | 168,299 | | | | 196,707 | |
Issuance of Common Stock to settle a prior liability | | | | | | | $ | 117,000 | | | | 117,000 | |
| | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 19,875 | | | | 125,533 | | | | 168,299 | | | | 313,707 | |
| | | | | | | | | | | | | | | | |
Operating Income (Loss) | | | (19,875 | ) | | | (125,533 | ) | | | (168,299 | ) | | | (313,707 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expense) | | | - | | | | - | | | | (934,976 | ) | | | (934,976 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | (19,875 | ) | | | (125,533 | ) | | | (1,103,275 | ) | | | (1,248,683 | ) |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 63,726 | | | $ | 110,242 | | | $ | 3,494,016 | | | $ | 3,667,984 | |
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
| | Nine Months Ended June 30, 2015 | | | | |
| | Fuel Cell Technology | | | Contracted Research and Laboratory Services | | | | | | Total | |
| | | | | | | | | | | | |
Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
Cost of Revenues | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Gross Profits | | | - | | | | - | | | | - | | | | - | |
Operating Expenses | | | | | | | | | | | | | | | | |
Selling General and Administrative Expenses | | | 22,834 | | | | 25,599 | | | | 306,344 | | | | 354,777 | |
| | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 22,834 | | | | 25,599 | | | | 306,344 | | | | 354,777 | |
| | | | | | | | | | | | | | | | |
Operating Income (Loss) | | | (22,834 | ) | | | (25,599 | ) | | | (306,344 | ) | | | (354,777 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expense) | | | - | | | | - | | | | (2,283,771 | ) | | | (2,283,771 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | | (22,834 | ) | | | (25,599 | ) | | | (2,590,116 | ) | | | (2,638,549 | ) |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 2,045,844 | | | $ | 151,704 | | | $ | 459 | | | $ | 2,198,007 | |
| | Nine months Ended June 30, 2014 | | | | |
| | Fuel Cell Technology | | | Contracted Research and Laboratory Services | | | | | | Total | |
| | | | | | | | | | | | |
Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
Cost of Revenues | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Gross Profits | | | - | | | | - | | | | - | | | | - | |
Operating Expenses | | | | | | | | | | | | | | | | |
Selling General and Administrative Expenses | | | 19,875 | | | $ | 80,813 | | | $ | 5,675,459 | | | | 5,776,147 | |
Issuance of Common Stock to settle a prior liability | | | | | | | | | | $ | 117,000 | | | | 117,000 | |
| | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 19,875 | | | | 197,813 | | | | 5,675,459 | | | | 5,893,147 | |
| | | | | | | | | | | | | | | | |
Operating Income (Loss) | | | (19,875 | ) | | | (197,813 | ) | | | (5,675,459 | ) | | | (5,893,147 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expense) | | | - | | | | - | | | | (2,075,512 | ) | | | (2,075,512 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | (19,875 | ) | | | (197,813 | ) | | | (7,750,971 | ) | | | (7,968,659 | ) |
| | | | | | | | | | | | | | | | |
Total Assets | | $ | 63,726 | | | $ | 110,813 | | | $ | 3,494,016 | | | $ | 3,667,984 | |
Hydrogen Future Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2015
(Unaudited)
Note 14 Subsequent Events
The Company has evaluated events subsequent to the balance sheet date through the issuance date of these financial statements in accordance with FASB ASC 855 and has determined the following would require disclosure in, the financial statements;
Issuance of Convertible Debt
From the Balance Sheet date until the date of this report, the Company issued the following convertible debt securities
On July 1, 2015 the Company issued a Convertible Promissory Note in the principal amount of Twenty Five Thousand Dollars ($25,000), with ten percent, 10%, interest and a maturity date of January 1, 2016. The Principal plus any interest shall be convertible into common stock of the Company at fifty percent (50%) of the lowest closing bid prices for the thirty (30) trading days prior to conversion of the Note.
On August 1, 2015 the Company issued a Convertible Promissory Note in the principal amount of Twenty Five Thousand Dollars ($25,000), with ten percent, 10%, interest and a maturity date of February 1, 2016. The Principal plus any interest shall be convertible into common stock of the Company at fifty percent (50%) of the lowest closing bid prices for the thirty (30) trading days prior to conversion of the Note
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed with the SEC, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Plan of Operation
We were incorporated in the State of Nevada on June 21, 2006, as El Palenque Nercery, Inc. On June 30, 2006, we changed our name to El Palenque Vivero, Inc., and on March 23, 2010, we changed our name to A5 Laboratories Inc. On April 8, 2010, we
effectuated a forward split of our issued shares of common stock on the basis of 10-for-1. On October 10, 2013, we changed our name to Hydrogen Future Corporation. On December 27, 2013, our stock trading symbol was changed from AFLB.OB to HFCO.OB, and on January 27, 2015, we effectuated a reverse split of our common stock on a 1:500 basis . On April 21, 2014, the Company completed the acquisition of Hydra Fuel Cell Corporation (“Hydra”) from American Security Resources Corporation (Pink Sheets: ARSC). On January 12. 2015, we effectuated a reverse split of our common stock on a 1:250 basis. Hydra has developed advanced hydrogen fuel cell technology which it initially intends to deploy as residential and small commercial grid replacement for electric generation. Our business offices are located at 2525 Robinhood Street, Suite 1100, Houston TX and our telephone number is (713) 465-1001.
The Company intended to provide contract research and laboratory services to the pharmaceutical industry. This part of the Company is currently inactive, and we are concentrating on our fuel cell operation. We strongly suggest you read our 8-K filed April 28, 2014 about the Hydra acquisition and our form 10-K for the year ended September 30, 2013 filed on January 21, 2015 in addition to this filing to better understand the Company’s new direction. Both filings were with the Securities and Exchange Commission and can be found at www.SEC.gov .30
Management's Discussion and Analysis of Results of Operations
Three Months Ended June 30, 2015 Compared to the Three Months Ended June 30, 2014
Our results of operations are summarized below:
| | Quarter Ended June 30, 2015 ($) | | | Quarter Ended June 30, 2014 ($) | |
Revenue | | | -0- | | | | -0- | |
Expenses | | | (103,371 | ) | | | (313,707 | ) |
Other (Expenses) | | | (192,356 | ) | | | (934,976 | ) |
Net (Loss) | | | (295,727 | ) | | | (1,248,683 | ) |
(Loss) Per Share-Basic | | | (.00 | ) | | | (0.92 | ) |
(Loss) Per Share- Fully diluted | | | (.00 | ) | | | (0.76 | ) |
During the three months ended June 30, 2015, we did not earn any revenues. We have not earned any revenues since our inception and there is no assurance that we will be able to earn any revenues in the future.
Our expenses for the three months ended June 30, 2015 and 2014 can be summarized as follows:
| | 2015 ($) | | | 2014 ($) | | | Difference ($) | |
Consulting Fees | | | 75,000 | | | | 75,000 | | | | -0- | |
Issuance of common stock to settle a prior liability | | | -0- | | | | 117,000 | | | | (117,000) | |
Other General and administrative expenses | | | 28,371 | | | | 121,707 | | | | (93,336) | |
Total Expenses | | | 103,371 | | | | 313,707 | | | | (210,336) | |
During the three month period ended June 30, 2015, we incurred operating expenses (and respective net operating losses) of $103,371, compared to operating expenses of $313,707 incurred during the three month period ended June 30, 2014, a deccrease of ($210,336.) The operating expenses incurred during the three month period ended June 30, 2015 and 2014 consisted of (i) $75,000 and $75,000 in fees paid to consultants; (ii) $-0- and $117,000 for shares issued to settle a prior liability and (iii) $28,131 and $121,707 in other general and administrative expenses, respectively.
Consulting fees totaled $75,000 due to the quarterly accrual for the consulting contract during each period. Issuance of common stock to settle a prior liability was $117,000 for the quarter ended June 30, 2014 due to the issuance of 120,000 shares to settle a liability which had not been previously accrued. General and administrative expenses decreased by $93,336 82,435 was due to reduced expenses at the parent company. The decrease was principally due to legal expenses and professional fees associated with the Hydra Fuel Cell merger in the period ended June 30, 2014, and greater transfer agent fees in that quarter. $10,901 of the decrease was due to reduced operating expenses at the fuel cell operating subsidiary.
Other income/(expense) incurred during the three month periods ended June 30, 2015 and June 30, 2014 was as follows:
| | 2015 ($) | | | 2014 ($) | | Difference ($) | |
Interest Expense | | | (144,051 | ) | | | (243,721 | ) | 99,670 | |
Derivative Expense | | | (70,036 | ) | | | (449,501 | ) | 379,465 | |
Change in the Fair Value of Derivative liabilities | | | 1,412,270 | | | | (116,720 | ) | 1,528,990 | |
Loss on Retirement of Debt | | | (31,619 | ) | | | (125,034 | ) | (93,415 | ) |
Write-down of Goodwill | | | (1,358,920 | ) | | | -0- | | (1,358,920 | ) |
Total Other income/(expense) | | | (192,356 | ) | | | (934,976 | ) | 742,620 | |
Interest expense decreased $99,670 due principally to reduced amortization of debt discounts of $91,519 .
Derivative expense decreased $70,036 principally due to reduced stock price volatility and fewer debt issuances.
Change in the Fair Value of Derivative liabilities increased $1,528,990 due to decreased stock price volatility at quarter end.
Loss on Retirement of Debt was 93,415 lower due to fewer conversions of debt.
Write-down of Goodwill was $1,358,920 due to the permanent impairment of our investment as a result of lower oil prices. See Note 7- Goodwill, above for more detail.
Therefore, our basic net loss and net loss per share during the three month period ended June 30, 2015, was ($295,727) or ($0.00) per share, compared to a net loss of ($1,248,683) or $1.83 per basic share during the three month period ended June 30, 2014. The weighted average number of basic shares outstanding was 1,103,532,329 for the three month period ended June 30, 2015, compared to 1,364,561 for the three month period ended June 30, 2014. Our fully diluted net income (loss) per share was ($.00) and ($0.76) for the three months ended June 30, 2015 and 2014, respectively. The weighted average number of fully-diluted shares outstanding was 1,103,932,329 for the three month period ended June 30, 2015, compared to 1,641,484 for the three month period ended June 30, 2014.
Nine Months Ended June 30, 2015 Compared to the Nine Months Ended June 30, 2014
Our results of operations are summarized below:
| | Quarter Ended June 30, 2015 ($) | | | Quarter Ended June 30, 2014 ($) | |
Revenue | | | -0- | | | | -0- | |
Expenses | | | (354,777 | ) | | | (5,893,147 | ) |
Other (Expenses) | | | (2,283,771 | ) | | | (2,075,512 | ) |
Net (Loss) | | | (2,638,5491 | ) | | | (7,968,659 | ) |
(Loss) Per Share-Basic | | | (0.01 | ) | | | (10.22 | ) |
(Loss) Per Share- Fully diluted | | | (0.01 | ) | | | (11.59 | ) |
During the six months ended June 30, 2015, we did not earn any revenues. We have not earned any revenues since our inception and there is no assurance that we will be able to earn any revenues in the future.
Our expenses for the nine months ended June 30, 2015 and 2014 can be summarized as follows:
| | 2015 ($) | | | 2014 ($) | | | Difference ($) | |
Management Compensation | | | -0- | | | | 5,210,000 | | | | (5,210,000) | |
Consulting Fees | | | 225,000 | | | | 225,000 | | | | -0- | |
Issuance of common stock to settle a prior liability | | | -0- | | | | 117,000 | | | | (117,000) | |
Other General and administrative expenses | | | 129,777 | | | | 341,147 | | | | (211,370) | |
Total Expenses | | | 354,777 | | | | 5,893,147 | | | | (5,538,370) | |
During the nine month period ended June 30, 2015, we incurred operating expenses (and respective net operating losses) of $354,777, compared to operating expenses of $5,893,147 incurred during the nine month period ended June 30, 2015, a decrease of ($5,538,370.) The operating expenses incurred during the nine month period ended June 30, 2015 and 2014 consisted of (i) $-0- and $5,210,000, respectively of Management compensation (ii) $225,000 and $225,000 in fees paid to consultants; (iii) $-0- and $117,000 for shares issued to settle a prior liability and (iv) $129,777 and $341,147 in other general and administrative expenses, respectively.
Management compensation decreased $5,210,000 due to the issuance of 100 million shares of common stock to our Management team. See Statement of Shareholders Equity for more detail. Consulting fees totaled $225,000 due to three quarterly accruals for the consulting contract during each period. Issuance of common stock to settle a prior liability was $117,000 for the quarter ended June 30, 2014 due to the issuance of 120,000 shares to settle a liability which had not been previously accrued. Other General and administrative expenses decreased by $211,370. $45,000 of the decrease was due to the issuance of common stock to our management team in December 2013 which did not recur in the current fiscal year. $55,214 was due to reduced expenses at the contracted services subsidiary.The remaining decrease was due to reduced operating expenses at the parent company level of $169,115 partially offset by greater operating expenses of the Hydra Fuel Cell subsidiary of $2,959.
Other income/(expense) incurred during the three month periods ended June 30, 2015 and June 30, 2014 was as follows:
| | 2015 ($) | | | 2014 ($) | | Difference ($) |
Interest Expense | | | (485,950) | | | | (523,738) | | 37,788 |
Derivative Expense | | | (311,078) | | | | (2,569,102) | | 2,258,025 |
Change in the Fair Value of Derivative liabilities | | | (11,081) | | | | 3,141,729 | | (3,152,810) |
Loss on Retirement of Debt | | | (116,743) | | | | (2,124,401) | | 2,007,658 |
Write-down of Goodwill | | | (1,358,920) | | | | -0- | | (1,358,920) |
Total Other income/(expense) | | | (2,283,771) | | | | (2,075,512) | | (208,260) |
Interest expense decreased $37,788 due principally to decreased amortization of debt discounts of $37,286.
Derivative expense decreased $2,258,025 principally due to reduced stock price volatility and less issuance of debt.
Change in the Fair Value of Derivative liabilities decreased $3,152,810 due to decreased stock price volatility at quarter ends.
Loss on Retirement of Debt was 2,007,658 lower due to fewer conversions of debt.
Write-down of Goodwill was $1,358,920 due to the permanent impairment of our investment as a result of lower oil prices. See Note 7- Goodwill above for more detail.
Therefore, our basic net loss and net loss per share during the nine month period ended June 30, 2015, was ($2,638,549) or ($0.01) per share, compared to a net loss of ($7,968,,659) or ($11.59) per basic share during the three month period ended June 30, 2014. The weighted average number of basic shares outstanding was 389,206,333 for the nine month period ended June 30, 2015, compared to 687,642 for the nine month period ended June 30, 2014. Our fully diluted net income (loss) per share was ($.01) and ($10.22) for the nine months ended June 30, 2015 and 2014, respectively. The weighted average number of fully-diluted shares outstanding was 389,606,333 for the nine month period ended June 30, 2015, compared to 779,950 for the nine month period ended June 30, 2014.
Liquidity and Capital Resources
As of June 30, 2015, our current assets were $3,144 and our current liabilities were $3,515,745, which resulted in a working capital deficiency of ($3,512,601). As of June 30, 2015, current assets were comprised of: (i) $1,114 in cash; and (ii) $2,031 in Inventory. As of June 30, 2015, current liabilities were comprised of: (i) $156,985 in accounts payable and accrued liabilities; (ii) $415,719 in accounts payable due to a related party; (iii) $435,095 in accrued interest payable; (iv) $27,173 in notes payable due to a related party; (v) a derivative liability of $694,287 resulting from convertible notes payable and (vii) $804,978 in convertible debt (net of $106,252 of discount), and (vii) non-convertible debt of $981,508.
As of June 30, 2015, our total assets of $2,198,007 were comprised of: (i) $3,144 in current assets; (ii) $154,228 in property and equipment (net of $499,093 of depreciation); (iii) $46,155 in Notes Receivable; (iv) $243 in debt issue costs and (v) Goodwill of $1,994,236. As of June 30, 2015, our total liabilities of $3,515,745 were comprised of current liabilities of the same amount.
Stockholders’ Equity decreased $2,295,289 from $977,551 as of September 30, 2014 to ($1,317,738) as of June 30, 2015. The change in Stockholder’s deficit was comprised of (i) issuances of shares for conversion of debt totaling $343,259 and (ii) net loss of $2,638,549.
Cash Flows from Operating Activities
We did not generate positive cash flows from operating activities. For the nine months ended June 30, 2015, net cash flows provided by operations was $(296,464). Net cash flows used in operating activities for the three months ended June 30, 2015 consisted of (i) net loss of $(2,638,549), (ii) the write-down of goodwill of $1,358,920; (iii)change in the fair value of the derivative liability of $11,081 (iv) derivative expense of $311,078; (v) loss on retirement of debt of $116,743; (vi) $390,394 in amortization of debt discount; (vi) depreciation expense of $29,835 and (vii) amortization expense of deferred financing costs of $20,545. Net cash flows used by operating activities were positively impacted by changes in working capital accounts related, of $45,678.
Cash Flows from Investing Activities
For the nine months ended June 30, 2015, net cash flows used by investing activities was($1,995.) $(2,805) was due to purchases of property, plant and equipment at our Hydra subsidiary, partially received by a receipt of $800 on our non-operating Note Receivable.
Cash Flows from Financing Activities
We have financed our operations primarily from debt or the issuance of equity instruments. For the six months ended June 30, 2015, net cash flows provided from financing activities was $268,500 from the issuance of notes, partially offset by $500 of debt financing costs.
We anticipate that we will meet our ongoing cash requirements by selling our equity securities or through shareholder loans. Our management has changed our business focus to the acquisition of operating assets and we estimate that our expenses over the next 12 months will be approximately $800,000 for our new venture in fuel cell technology.
Material Commitments
As of the date of this Quarterly Report, we do not have any material commitments other than as described below.
Convertible Debt
Please see Note 8 above for a discussion of our outstanding indebtedness.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Such estimates for the three months and six months ended June 30, 2015 and 2014, and assumptions affect, among others, the following:
● | estimated carrying value, useful lives and related impairment of property and equipment; |
| |
● | estimated fair value of derivative liabilities; |
| |
● | estimated valuation allowance for deferred tax assets, due to continuing losses; and |
| |
● | estimated fair value of share based payments. |
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.
Derivative Liabilities
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.
Debt Issue Costs and Debt Discount
The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense.
Original Issue Discount
For certain convertible debt issued, the Company provides the debt holder with an original issue discount (“OID”). An OID is the difference between the original cash proceeds and the amount of the note upon maturity. The Note is originally recorded for the proceeds received. The OID is expensed into interest expense pro-rata over the term of the Note, and upon maturity, the book value of the Note shall equal the proceeds due.
Share-based Payments
Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. During the three months ended June 30, 2015, there were no payments of this kind.
Earnings per Share
In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.
Fair Value of Financial Instruments
ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:
● | Level 1 inputs: Quoted prices for identical instruments in active markets. |
| |
● | Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. |
| |
● | Level 3 inputs: Instruments with primarily unobservable value drivers. |
Foreign Currency Transactions
The Company’s functional currency is the Canadian Dollar. The Company’s reporting currency is the U.S. Dollar. All transactions initiated in Canadian Dollars are translated to U.S. Dollars in accordance with ASC 830-10-20 “Foreign Currency Translation” as follows:
| (i) | Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date; |
| | |
| (ii) | Equity at historical rates; and |
| | |
| (iii) | Revenue and expense items at the average exchange rate prevailing during the period. |
Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income (loss). Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income (loss).
For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We do not hold any derivative instruments and do not engage in any hedging activities.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s principal executive officer (“PEO”) and principal financial officer (“PFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the PEO and PFO concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors.
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, as filed with the SEC on January 21, 2015.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults upon Senior Securities.
There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the Company.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| | |
| | Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))* |
| | |
| | Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))* |
| | |
| | Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| | |
| | Certification by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
* filed herewith
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HYDROGEN FUTURE CORP. | |
| | | |
Dated: August 31, 2015 | By: | /s/ Frank Neukomm | |
| Name: | Frank Neukomm | |
| Title: | Chief Executive Officer | |
| | (Principal Executive Officer) | |
32