ALUMIFUEL POWER CORPORATION (OTCMKTS:AFPW) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On February 3, 2017 the Registrant issued a convertible
promissory note to CareBourn Capital, L.P. in the total principal
amount of $75,325 from which the Registrant received total
proceeds of $60,000 (the Note). The Note is convertible beginning
90 days after issuance into $0.001 par value Common Stock of the
Registrant at a discount of 50% of the average of the lowest
three trading prices for the Registrants common stock during the
twenty days preceding the conversion date. The Note matures on
February 3, 2018 and carries an interest rate of 12% per annum.
The Note requires a payment of $314 on each business day from the
Company. Daily payments notwithstanding, the note may be prepaid:
at any time from the issuance date to 180 days following the
issue date at 130% of the then outstanding principal and
interest; and at any time beginning 181 days following the
issuance date to 364 days following the issue date at 150% of the
then outstanding principal and interest.
Item 3.02 Unregistered Sale of Equity
Securities.
The disclosure in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 3, 2017, the stockholders of the Company through a
written consent executed by stockholders holding 56% of the
shares of the Companys capital stock outstanding and entitled to
vote elected Ryan Schadel to the Companys Board of Directors.
There is no understanding or arrangement with Mr. Schadel and any
other person with respect to Mr. Schadel being elected to the
Companys board of directors.
Following the election of Mr. Schadel to the Companys Board of
Directors, on February 3, 2017 Mr. Schadel was appointed to serve
as the Companys President and Chief Executive Officer. There are
no plans, contracts or arrangements to which Mr. Schadel is a
party with respect to the Company.
Mr. Schadel brings 20 years financial management, sales and
leadership experience to the Company. Beginning in 2011, Mr.
Schadel founded and continues to serve as Director, President and
CEO of Labor Smart, Inc., growing the company from startup to
over $24 million in annual revenue in just 36 months. Mr. Schadel
has a total of 17 years experience in the temporary staffing
industry. Prior to founding Labor Smart, Mr. Schadel served as
Vice President of a mid-sized private investment firm and was
responsible for management of a $318 million asset portfolio. Mr.
Schadel is an active investor and serial entrepreneur.
The disclosure in Item 5.07 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On February 3, 2017, the stockholders of the Company through a
written consent executed by stockholders holding 56% of the
shares of the Companys capital stock outstanding and entitled to
vote elected Ryan Schadel to serve as a member of the board of
directors.
The disclosure in Item 5.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.07.
Item 7.01 Regulation FD Disclosure
The Securities and Exchange Commission (the SEC) has provided
guidance to issuers regarding the use of social media to disclose
material non-public information. In this regard, investors and
others should note that in addition to our SEC filings, press
releases, public conference calls and webcasts, we may announce
material financial information on our website,
www.alumifuelpowercorp.com. We use these channels as well as
social media to communicate with the public about our company,
our services, our products and other issues. It is possible that
the information we post on social media could be deemed to be
material information. Therefore, in light of the SECs guidance,
we encourage investors, the media, and others interested in our
company to review the information we post on the social media
channels listed below.
Alumifuel Power Corporation Twitter Feed: www.twitter.com/AFPW_IR
(@AFPW_IR)
Alumifuel Power Corporation CEO Twitter Feed:
www.twitter.com/CRyanSchadel (@CRyanSchadel)
Alumifuel Power Corporation CEO Periscope:
www.periscope.tv/CRyanSchadel (@CRyanSchadel)
The disclosures in Items 2.03, 3.02, 5.02 and 5.07 of this
Current Report on Form 8-K are incorporated by reference into
this Item 7.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1 |
Convertible Promissory Note issued by AlumiFuel Power |
About ALUMIFUEL POWER CORPORATION (OTCMKTS:AFPW)
AlumiFuel Power Corporation is an early production stage alternative energy company that generates hydrogen gas and superheated steam through the chemical reaction of aluminum, water, and proprietary additives. The Company operates primarily through its subsidiaries, NovoFuel, Inc. (Novofuel), AlumiFuel Power, Inc. (API) and AlumiFuel Power Technologies, Inc. (APTI). Hydrogen generated by its products fill inflatable devices, such as weather balloons, feed fuel cells for portable and back-up power, and replace hard-to-handle and high pressure K-Cylinders. The Company’s hydrogen/heat output is also being designed and developed to drive turbine-based underwater propulsion systems and auxiliary power systems, and as the fuel for flameless ration heaters. The Company’s first commercially available product is the PBIS-1000 portable balloon inflation device. The Company has not generated any revenues. ALUMIFUEL POWER CORPORATION (OTCMKTS:AFPW) Recent Trading Information
ALUMIFUEL POWER CORPORATION (OTCMKTS:AFPW) closed its last trading session 00.00000 at 0.00020 with 71,885,366 shares trading hands.