Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 27, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Thunder Energies Corporation | |
Entity Central Index Key | 1,524,872 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer | No | |
Is Entity a Voluntary Filer | No | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 16,582,350 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 3,122 | $ 4,217 |
Total Current Assets | 3,122 | 4,217 |
Non-current assets | ||
Intangible assets, net of accumulated amortization of $350 and $200, respectively | 10,105 | 800 |
Total non-current assets | 10,105 | 800 |
TOTAL ASSETS | 13,227 | 5,017 |
Current Liabilities | ||
Accounts payable | 63 | 12,866 |
Accrued interest | 8,040 | 3,148 |
Accrued compensation, related parties | 550,846 | 361,847 |
Note payable, related parties | 377,500 | 219,000 |
Total current liabilities | 936,449 | 596,861 |
TOTAL LIABILITIES | $ 936,449 | $ 596,861 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' Deficit | ||
Convertible Preferred stock: $0.001 par value, 750,000,000 authorized; 50,000,000 shares issued and outstanding | $ 50,000 | $ 50,000 |
Common stock: $0.001 par value 900,000,000 authorized; 16,572,350 and 16,366,950 shares issued and outstanding, respectively | 16,572 | 16,367 |
Additional paid in capital | 762,247 | 583,577 |
Accumulated deficit | (1,752,041) | (1,241,788) |
Total Stockholders' Deficit | (923,222) | (591,844) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 13,227 | $ 5,017 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Intangible assets | $ 350 | $ 200 |
Stockholders' Equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 750,000,000 | 750,000,000 |
Preferred stock, issued shares | 50,000,000 | 50,000,000 |
Preferred stock, outstanding shares | 50,000,000 | 50,000,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 |
Common Stock, Shares Issued | 16,572,350 | 16,366,950 |
Common Stock, Shares Outstanding | 16,572,350 | 16,366,950 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Statements Of Operations | ||||
REVENUE | ||||
OPERATING EXPENSES | ||||
Research and development | $ 11,631 | $ 8,500 | $ 49,732 | $ 24,244 |
Professional fees | 166,571 | 15,378 | 277,731 | 110,578 |
General and administrative expenses | 60,284 | 91,688 | 177,898 | 187,342 |
Total operating expenses | 238,486 | 115,566 | 505,361 | 322,164 |
Net loss from operations | (238,486) | (115,566) | (505,361) | (322,164) |
Other income (expense) | ||||
Interest expense | (1,935) | (797) | (4,892) | (1,640) |
Net loss before income taxes | $ (240,421) | $ (116,363) | $ (510,253) | $ (323,804) |
Income taxes | ||||
Net loss | $ (240,421) | $ (116,363) | $ (510,253) | $ (323,804) |
Basic and diluted loss per share | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Weighted average number of shares outstanding shares outstanding – basic and diluted | 16,453,850 | 16,142,420 | 16,424,557 | 16,102,986 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - 9 months ended Sep. 30, 2015 - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2014 | $ 50,000 | $ 16,367 | $ 583,577 | $ (1,241,788) | $ (591,844) |
Beginning Balance, Shares at Dec. 31, 2014 | 50,000,000 | 16,366,950 | |||
Issued shares for services, Amount | $ 205 | 178,670 | 178,875 | ||
Issued shares for services, Shares | 205,500 | ||||
Net Loss | $ (510,253) | (510,253) | |||
Ending Balance, Amount at Sep. 30, 2015 | $ 50,000 | $ 16,572 | $ 762,247 | $ (1,752,041) | $ (923,222) |
Ending Balance, Share at Sep. 30, 2015 | 50,000,000 | 16,572,450 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (510,253) | $ (323,804) |
Adjustment to reconcile net loss to net cash provided (used in) in operations: | ||
Amortization | 150 | $ 150 |
Stock based compensation | $ 178,875 | |
(Increase) decrease in operating assets: | ||
Prepaid expense | $ 288 | |
Increase (decrease) in operating liabilities: | ||
Accounts payable | $ (12,804) | 61,191 |
Accrued interest | 4,892 | 1,640 |
Accrued expenses, related parties | 189,000 | 135,000 |
Net cash used in operating activities | (150,140) | $ (125,535) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payments made for intangible assets, Patents | (9,455) | |
Net cash used in Investing Activities | (9,455) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from related party note payable | $ 158,500 | $ 109,000 |
Proceeds from issuances of stock | 28,944 | |
Net Cash provided by financing activities | $ 158,500 | 137,944 |
Net change in cash and cash equivalents | (1,095) | 12,409 |
Cash and cash equivalents Beginning of period | 4,217 | 3,913 |
Cash and cash equivalents End of period | $ 3,122 | $ 16,322 |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes |
NATURE OF BUSINESS
NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 1 - NATURE OF BUSINESS | Thunder Energies Corporation ("we", "us", "our", "TEC" or the "Company") was incorporated in the State of Florida on April 21, 2011. On May 1, 2014, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the "Amendment") which changed the name of the Company from Thunder Fusion Corporation to Thunder Energies Corporation. The Amendment also changed the principal office address of the Company to 1444 Rainville Road, Tarpon Springs, Florida 34689. The business of Thunder Energies Corporation ("TEC") is focused, depending on funding, on the manufacturing, sale and service of three new cutting edge technologies (patents and trademarks pending): the new Santilli telescopes with concave lenses; the new hadronic reactors for the synthesis of the neutron from the hydrogen gas, and the new HyperFurnaces for the full combustion of fossil fuels. As we are a development stage company, we have not yet generated any revenue from the assets that were recently assigned to and acquired by the Company, including the Hadronic reactors. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 2 - GOING CONCERN | The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | UNAUDITED INTERIM FINANICAL STATEMENTS The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The interim financial statements should be read in conjunction with the annual financial statements included in the Form 10K/A as of December 31, 2014 and filed with the Securities and Exchange Commission on March 26, 2015. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. BASIS OF PRESENTATION AND USE OF ESTIMATES The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents totaled $3,122 at September 30, 2015 and $4,217 at December 31, 2014. The company has no cash equivalents as of September 30, 2015 and December 31, 2014. CASH FLOWS REPORTING The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. RELATED PARTIES The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. FINANCIAL INSTRUMENTS The Company's balance sheet includes financial instruments, including cash, accounts payable, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. INTANGIBLE ASSETS The Company has applied the provisions of ASC topic 350 Intangible goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized on a straight-line method on the basis of a useful life of 5 to 17 years. The balance at September 30, 2015 and December 31, 2014 was $10,105 and $800, respectively. September 30, 2015 Gross Carrying Value Accumulated Amortization Intellectual property $ 1,000 $ 350 Patents 9,455 - December 31, 2014 Gross Carrying Value Accumulated Amortization Intellectual property $ 1,000 $ 200 Patents - - IMPAIRMENT OF LONG- LIVED ASSETS The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets. NON-MONETARY TRANSACTION According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity's initial public offering should be recorded at the transferors' historical cost basis determined under Generally Accepted Accounting Principles. As such, the cost basis carried on Hyfuel's books and records was nominal. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis of a nominal amount. In the transfer agreement 1,000,000 shares of common stock was transferred in exchange for the properties. The transfer was valued at $1,000 (the par value of the shares issued in exchange for the intellectual property); this amount was determined by the Company to be the value received in the exchange and approximates the basis of those assets. RESEARCH AND DEVELOPMENT The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $49,732 and $24,244 for the nine months ended September 30, 2015 and 2014, respectively. DEFERRED INCOME TAXES AND VALUATION ALLOWANCE The Company accounts for income taxes under ASC 740, Income Taxes NET LOSS PER COMMON SHARE Net loss per share is calculated in accordance with ASC 260, "Earnings Per Share." The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2015. As of September 30, 2015, the common stock equivalents have not been included as they are anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Nine months Ended September 30, 2015 2014 Options to purchase shares of common stock 24,505 - Series A convertible preferred stock 50,000,000 50,000,000 Total potentially dilutive shares 50,024,505 50,000,000 SHARE-BASED EXPENSE ASC 718, Compensation Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity Based Payments to Non-Employees. Share-based expense for the nine months ended September 30, 2015 and 2014 was $178,875 and $-0-, respectively. COMMITMENTS AND CONTINGENCIES The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of September 30, 2015 and December 31, 2014. RECENT ACCOUNTING PRONOUNCEMENTS Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
INTANGIBLE PROPERTY
INTANGIBLE PROPERTY | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 4 - INTANGIBLE PROPERTY | On August 10, 2013, the Company entered into an Asset Assignment Agreement (the "IBR Assignment Agreement") with Institute For Basic Research, Inc., a Florida corporation ("IBR") that also is beneficially controlled by our Chief Executive Officer, Dr. Ruggero M. Santilli. Pursuant to the IBR Assignment Agreement, IBR irrevocably assigned to the Company all rights, title, ownership and interests in all of IBR's internet website domain name assets, owned and hereinafter acquired by IBR including, but not limited to, all physical and intangible assets and intellectual property related to the assets. On August 11, 2013, Thunder Energies Corporation (f/k/a Thunder Fusion Corporation) entered into an Asset Assignment Agreement (the "Assignment Agreement") with HyFuels, Inc., a Florida corporation ("HyFuels") beneficially controlled by our Chief Executive Officer, Dr. Ruggero M. Santilli. Pursuant to the Assignment Agreement, HyFuels irrevocably assigned to the Company all physical assets, intangible assets, accounts receivable, intellectual property, accounting software, billing software, client lists, client prospects, trade secrets, proprietary property, the intellectual and physical property known as intermediate nuclear fusion without radiation, the physical property consisting of seven (7) Hadronic reactors, all copyrights, patents, patent applications, patent assignments, trademarks and anything having commercial or exchange value and the like. Consideration for the assignment agreements consisted of one million (1,000,000) shares of our common stock that were issued to Dr. Ruggero M. Santilli, as designee for IBR and HyFuels. Company management determined the amount of consideration based upon ASC 845-10-S99 pertaining to transfer of non-monetary assets. According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity's initial public offering should be recorded at the transferors' historical cost basis determined under Generally Accepted Accounting Principles. As such, the cost basis carried on the books and records of HyFuels and IBR was minimal or essentially zero. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis of a nominal amount. In connection with the aforementioned assignment agreements, 1,000,000 shares of our common stock were transferred in exchange for the assets. The transfer was valued at one thousand dollars ($1,000.00), the value of the shares issued at par ($0.001) in exchange for the assets. This amount was determined by the Company to approximate the basis of those assets. The Company recorded the property and intangibles (7 reactors, intellectual property rights to develop the technology, and website) as an intangible asset. The valuation of the properties was the par value of the stock received in exchange for the rights and assets. The Company has capitalized the legal expenses associated with filing applications with the United States Patent and Trademark Office. At September 30, 2015 the Company has capitalized $9,455. The Company has not recorded any amortization expense for the patent application process as of September 30, 2015. The Company recognized amortization expense of $150 for the nine months ending September 30, 2015. The Company has accumulated amortization of $350 as of September 30, 2015. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 5 - STOCKHOLDERS' DEFICIT | COMMON STOCK The Company has been authorized to issue 900,000,000 shares of common stock, $.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution. During the period of February 14, 2014 through April 8, 2014, the Company issued 141,820 shares of common stock, by subscription, in exchange for cash proceeds of $28,344 to various non-related parties at $0.20 per share. On April 10, 2014 the Company issued 600 shares of common stock, by subscription, in exchange for cash proceeds of $600 to a non-related party at $1.00 per share. On June 27, 2014 the Company canceled 295,470 shares of common stock which were unissued and held in escrow from the reverse merger agreement. The shares were associated with the reverse acquisition of CCJ Acquisition Corp. The shares were valued at par $0.001. October 16, 2014 the Company issued 500,000 shares of common stock in exchange for stock transfer services for a period of two years. The value of the transaction was $100,000 or $0.20 per share, the fair value of the shares at the date of grant. On December 17, 2014 the Company issued 20,000 shares of common stock in exchange for services valued at $20,000 or $1.00 per share, the fair market value of the shares at the date of grant. On January 26, 2015 the Company issued 50,000 shares to consultants for research services, recorded at the fair market value of the share price, in the amount of $50,000. On August 10, 2015 the Company issued 5,000 shares to our Chief Financial Officer, Ms. Margaret Haberlin-Currey for services, recorded at the fair market value of the share price, in the amount of $5,500. On August 10, 2015 the Company issued 30,000 shares to various non-related parties for services, recorded at the fair market value of the share price, in the amount of $33,000. On September 12, 2015 the Company issued 7,500 shares to our President and Chief Operating Officer, Dr. W. George Gaines for services, recorded at the fair market value of the share price, in the amount of $5,625. On September 14, 2015 the Company issued 5,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $3,750. On September 17, 2015 the Company issued 108,000 shares to various non-related parties for services, recorded at the fair market value of the share price, in the amount of $81,000. PREFERRED STOCK The Company has been authorized to issue 750,000,000 shares of $.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation. Series A: The certificate of designation for the Preferred A Stock provides that as a class it possesses a number of votes equal to fifteen (15) votes per share and may be converted into ten (10) $0.001 par value common shares. On October 10, 2013, the Company issued fifty million (50,000,000) shares of our Series "A" Convertible Preferred Stock (the "Preferred Stock") to Hadronic Technologies Press, Inc. ("Hadronic"), a Florida corporation maintaining its principal place of business at 35246 US Highway 19 North, Suite #215, Palm Harbor, Florida 34684. Our Directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli each own fifty percent of the equity in Hadronic. The Series "A" Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder. Shares were valued at the par value of the common stock equivalents, $500,000. At September 30, 2015 there were Fifty million (50,000,000) shares of Series A Convertible Preferred Stock issued and outstanding. OPTIONS AND WARRANTS In accordance with employment agreements, common stock options are issued annually to the officers of the Company. The number of shares is determined by the number of shares outstanding at the end of the year at a percentage per the employment agreements, as described below. The strike price is the fair value trading price as of the anniversary date of the employment agreements. The options are based on the number of shares outstanding of the Company at the year end, at an exercise price at market price at the employment agreements annual anniversary, July 25 th Weighted Average: Risk-free interest rate 2.48 % Expected lives (years) 10.0 Expected price volatility 560.1 % Dividend rate 0.0 % Forfeiture Rate 0.0 % There are no other warrants or options outstanding to acquire any additional shares of common stock of the Company as of September 30, 2015. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 6 - RELATED PARTY TRANSACTIONS | ADVANCES, PAYABLES AND ACCRUALS Amounts included in accruals represent amounts due to the officers and directors for corporate obligations under the employment agreements. Payments on behalf of the Company and accruals made under contractual obligation are accrued (see below). As of September 30, 2015 and December 31, 2014 accrued expenses were $550,846 and $361,847, respectively. NOTE PAYABLE In support of the Company's efforts and cash requirements, it has relied on advances from the majority shareholders until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. All advances made in support of the Company are formalized by demand notes, at a 2.15% interest rate. During the nine months ended September 30, 2015, our Chief Executive Officer, Dr. Ruggero M. Santilli and immediate family members have loaned the company $158,500 for operations. At September 30, 2015 and December 31, 2014 demand notes accumulative balances were $377,500 and $219,000, respectively. Accrued interest at September 30, 2015 and December 31, 2014 was $8,040 and $3,148, respectively. COMMON STOCK On August 10, 2015 the Company issued 5,000 shares to our Chief Financial Officer, Ms. Margaret Haberlin-Currey for services, recorded at the fair market value of the share price, in the amount of $5,500. On September 12, 2015 the Company issued 7,500 shares to our President and Chief Operating Officer, Dr. W. George Gaines for services, recorded at the fair market value of the share price, in the amount of $5,625. EMPLOYMENT CONTRACTS The Company has employment contracts with its key employees, the controlling shareholders, who are its officers and directors of the Company. · Dr. Santilli, 5 year contract dated July 25, 2013, annual salary of $180,000 and annual common stock options for .01% of the outstanding stock per calendar year at the average trading price of the anniversary date, July 25th · Carla Santilli, 5 year consulting contract dated July 25, 2013, annual salary of $72,000 and annual common stock options for .005% of the outstanding stock per calendar year at the average trading price of the anniversary date, July 25th. OTHER The Company does not own or lease property or lease office space. At the current time, the office space used by the Company was arranged by the majority shareholders of the Company to use at no charge. It is anticipated that the Company will enter into formal lease arrangements in the near future. The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 7 - SUBSEQUENT EVENTS | On October 22, 2015 the Company issued 10,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $3,100. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies Policies | |
UNAUDITED INTERIM FINANCIAL STATEMENTS | The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The interim financial statements should be read in conjunction with the annual financial statements included in the Form 10K/A as of December 31, 2014 and filed with the Securities and Exchange Commission on March 26, 2015. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. |
BASIS OF PRESENTATION AND USE OF ESTIMATES | The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
CASH AND CASH EQUIVALENTS | The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents totaled $3,122 at September 30, 2015 and $4,217 at December 31, 2014. The company has no cash equivalents as of September 30, 2015 and December 31, 2014. |
CASH FLOWS REPORTING | The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. |
RELATED PARTIES | The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. |
FINANCIAL INSTRUMENTS | The Company's balance sheet includes financial instruments, including cash, accounts payable, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. |
INTANGIBLE ASSETS | The Company has applied the provisions of ASC topic 350 Intangible goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized on a straight-line method on the basis of a useful life of 5 to 17 years. The balance at September 30, 2015 and December 31, 2014 was $10,105 and $800, respectively. September 30, 2015 Gross Carrying Value Accumulated Amortization Intellectual property $ 1,000 $ 350 Patents 9,455 - December 31, 2014 Gross Carrying Value Accumulated Amortization Intellectual property $ 1,000 $ 200 Patents - - |
IMPAIRMENT OF LONG- LIVED ASSETS | The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets. |
NON-MONETARY TRANSACTION | According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity's initial public offering should be recorded at the transferors' historical cost basis determined under Generally Accepted Accounting Principles. As such, the cost basis carried on Hyfuel's books and records was nominal. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis of a nominal amount. In the transfer agreement 1,000,000 shares of common stock was transferred in exchange for the properties. The transfer was valued at $1,000 (the par value of the shares issued in exchange for the intellectual property); this amount was determined by the Company to be the value received in the exchange and approximates the basis of those assets. |
RESEARCH AND DEVELOPMENT | The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $49,732 and $24,244 for the nine months ended September 30, 2015 and 2014, respectively. |
DEFERRED INCOME TAXES AND VALUATION ALLOWANCE | The Company accounts for income taxes under ASC 740, Income Taxes |
NET LOSS PER COMMON SHARE | Net loss per share is calculated in accordance with ASC 260, "Earnings Per Share." The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2015. As of September 30, 2015, the common stock equivalents have not been included as they are anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Nine months Ended September 30, 2015 2014 Options to purchase shares of common stock 24,505 - Series A convertible preferred stock 50,000,000 50,000,000 Total potentially dilutive shares 50,024,505 50,000,000 |
SHARE-BASED EXPENSE | ASC 718, Compensation Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity Based Payments to Non-Employees. Share-based expense for the nine months ended September 30, 2015 and 2014 was $178,875 and $-0-, respectively. |
COMMITMENTS AND CONTINGENCIES | The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of September 30, 2015 and December 31, 2014. |
RECENT ACCOUNTING PRONOUNCEMENTS | Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies Tables | |
Schedule of Intangible assets | Intangible assets are being amortized on a straight-line method on the basis of a useful life of 5 to 17 years. The balance at September 30, 2015 and December 31, 2014 was $10,105 and $800, respectively. September 30, 2015 Gross Carrying Value Accumulated Amortization Intellectual property $ 1,000 $ 350 Patents 9,455 - December 31, 2014 Gross Carrying Value Accumulated Amortization Intellectual property $ 1,000 $ 200 Patents - - |
Calculation of diluted net loss per share | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Nine months Ended September 30, 2015 2014 Options to purchase shares of common stock 24,505 - Series A convertible preferred stock 50,000,000 50,000,000 Total potentially dilutive shares 50,024,505 50,000,000 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Shareholders Equity Tables | |
Summary of Options | The options were valued using the Black Scholes Method, using the following assumptions: Weighted Average: Risk-free interest rate 2.48 % Expected lives (years) 10.0 Expected price volatility 560.1 % Dividend rate 0.0 % Forfeiture Rate 0.0 % |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Intellectual Property [Member] | ||
Gross Carrying Value | $ 1,000 | $ 1,000 |
Accumulated Amortization | 350 | $ 200 |
Patents [Member] | ||
Gross Carrying Value | $ 9,455 | |
Accumulated Amortization |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Summary Of Significant Accounting Policies Details 1 | ||
Options to purchase shares of common stock | $ 24,505 | |
Series A Convertible Preferred Stock issued | 50,000,000 | 50,000,000 |
Total potentially dilutive shares | 50,024,505 | 50,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Notes to Financial Statements | |||||
Cash and cash equivalents | $ 3,122 | $ 3,122 | $ 4,217 | ||
Intangible assets | 10,105 | 10,105 | $ 800 | ||
Research and development | $ 11,631 | $ 8,500 | 49,732 | $ 24,244 | |
Share-based expense | $ 178,875 |
INTANGIBLE PROPERTY (Details Na
INTANGIBLE PROPERTY (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Intangible Property Details Narrative | ||
Legal expenses | $ 9,455 | |
Amortization expense | 150 | $ 150 |
Accumulated amortization | $ 350 |
STOCKHOLDERS_ DEFICIT (Details)
STOCKHOLDERS’ DEFICIT (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Weighted Average: | |
Risk-free interest rate | 2.48% |
Expected lives (years) | 10 years |
Expected price volatility | 560.10% |
Dividend rate | 0.00% |
Forfeiture Rate | 0.00% |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
EquityDetailsNarrativeAbstract | ||
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 750,000,000 | 750,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Series A Convertible Preferred Stock issued | 50,000,000 | |
Series A Convertible Preferred Stock outstanding | 50,000,000 | |
Options issued to officer | 24,505 | |
Options exercise price | $ 0.20 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transactions Details Narrative | |||
Accrued expenses | $ 550,846 | $ 361,847 | |
Proceeds from shareholder loans | 158,500 | $ 109,000 | |
Accrued interest | 8,040 | 3,148 | |
Note payable accumulative balances | $ 377,500 | $ 219,000 |