Tuesday, August 14, 2012 12:09:09 AM
Formation of AlumiFuel Power International, Inc.
In February 2010, the Company formed its new subsidiary, AFPI. In connection with the formation of the AFPI, the Company and AFPI
executed a License Agreement through which AFPI received certain international marketing rights and the rights to utilize certain intellectual
property from the Company for exploitation in countries and territories outside of North America in exchange for 25,000,000 shares of the
Company's $0.001 par value common stock. In addition, the Company purchased 15,000,000 shares of AFPI common stock at $0.01 per
share. On July 31, 2011, the Company and AFPI executed a Patent Purchase Agreement through which the Company sold AFPI the
international patent rights to certain of the Company's intellectual property. In exchange for the sale of these rights, the Company received
7,500,000 shares of AFPI common stock valued at $10,275,000, the market value of the stock on the Deutsche Börse Frankfurt Stock
Exchange on the agreement date. As of December 31, 2011, AFPI had issued a total of 13,911,864 shares of its common stock in the private
placements, warrant exercises, stock issued to consultants and stock issued to officers and directors in exchange for fees. As a result, the
total number of AFPI shares outstanding at December 31, 2011 and March 31, 2012 was 62,411,864.
In the quarter ended March 31, 2012, the Company sold a total of 75,000 shares of its AFPI to a private investor for a total of Euro15,000 or
approximately $19,875 and recorded expense on the transfer of 3,000 shares to a consultant valued at $1,386 which is reflected on the
statements of changes in stockholders' deficit. As a result, the Company owned 47,282,865 shares of AFPI common stock at March 31, 2012.
We maintain a custody account for our cash and securities in Germany which incurred fees totaling Euro 23,985 or approximately $31,660 in
February 2012, a balance for which totaling $11,051 remained due at March 31, 2012 and is reflected under the current liabilities portion of
our balance sheet.
The Deutsche Börse Exchange recently announced the closing in December 2012 of the First Quotation Board, the exchange on which
AFPI's common stock currently trades. The Company is exploring its options with respect to qualifying for the Entry Standard level of the
Deutsche Börse, which has higher entry and trading standards. There is no assurance that AFPI will qualify for or be successful in listing on
the Entry Standard. Accordingly, the Company is also exploring the feasibility of listing AFPI's common stock one or more foreign junior
stock exchanges should listing on the Deutsche Börse not be available.
The value of all shares of AFPI held by the Company have been eliminated on consolidation of the financial statements at March 31, 2012 as
intercompany accounts with 15,128,999 held by shareholders other than the Company representing 24.2% of the outstanding common shares
of AFPI as of that date. This represents a non-controlling interest in AFPI that totaled $2,408,718 based on AFPI's outstanding total equity of
$9,936,717 at March 31, 2012. In addition, $31,591 in the net loss of AFPI for the quarter ended March 31, 2012 has been attributed to the
non-controlling interest of those stockholders.
In February 2010, the Company formed its new subsidiary, AFPI. In connection with the formation of the AFPI, the Company and AFPI
executed a License Agreement through which AFPI received certain international marketing rights and the rights to utilize certain intellectual
property from the Company for exploitation in countries and territories outside of North America in exchange for 25,000,000 shares of the
Company's $0.001 par value common stock. In addition, the Company purchased 15,000,000 shares of AFPI common stock at $0.01 per
share. On July 31, 2011, the Company and AFPI executed a Patent Purchase Agreement through which the Company sold AFPI the
international patent rights to certain of the Company's intellectual property. In exchange for the sale of these rights, the Company received
7,500,000 shares of AFPI common stock valued at $10,275,000, the market value of the stock on the Deutsche Börse Frankfurt Stock
Exchange on the agreement date. As of December 31, 2011, AFPI had issued a total of 13,911,864 shares of its common stock in the private
placements, warrant exercises, stock issued to consultants and stock issued to officers and directors in exchange for fees. As a result, the
total number of AFPI shares outstanding at December 31, 2011 and March 31, 2012 was 62,411,864.
In the quarter ended March 31, 2012, the Company sold a total of 75,000 shares of its AFPI to a private investor for a total of Euro15,000 or
approximately $19,875 and recorded expense on the transfer of 3,000 shares to a consultant valued at $1,386 which is reflected on the
statements of changes in stockholders' deficit. As a result, the Company owned 47,282,865 shares of AFPI common stock at March 31, 2012.
We maintain a custody account for our cash and securities in Germany which incurred fees totaling Euro 23,985 or approximately $31,660 in
February 2012, a balance for which totaling $11,051 remained due at March 31, 2012 and is reflected under the current liabilities portion of
our balance sheet.
The Deutsche Börse Exchange recently announced the closing in December 2012 of the First Quotation Board, the exchange on which
AFPI's common stock currently trades. The Company is exploring its options with respect to qualifying for the Entry Standard level of the
Deutsche Börse, which has higher entry and trading standards. There is no assurance that AFPI will qualify for or be successful in listing on
the Entry Standard. Accordingly, the Company is also exploring the feasibility of listing AFPI's common stock one or more foreign junior
stock exchanges should listing on the Deutsche Börse not be available.
The value of all shares of AFPI held by the Company have been eliminated on consolidation of the financial statements at March 31, 2012 as
intercompany accounts with 15,128,999 held by shareholders other than the Company representing 24.2% of the outstanding common shares
of AFPI as of that date. This represents a non-controlling interest in AFPI that totaled $2,408,718 based on AFPI's outstanding total equity of
$9,936,717 at March 31, 2012. In addition, $31,591 in the net loss of AFPI for the quarter ended March 31, 2012 has been attributed to the
non-controlling interest of those stockholders.
