SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or

15(d) of the Securities Act of 1934

 

Date of Report (Date of earliest event reported):

August 10, 2016

 

ALUMIFUEL POWER CORPORATION

(Exact name of registrant as specified in its charter)

  

Wyoming

333-57946

88-0448626

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

 

7315 East Peakview Avenue

Englewood, Colorado 80111

 (Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (303) 796-8940

 

______________________________________________

 (Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

  

 

Item 2.03 Creation of a Direct Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On August 10, 2016 the Registrant issued a $33,000 promissory note to Gulfstream 1998 Irrevocable Trust that is convertible into common stock of the Registrant at market price for the Registrant's common stock on the date of conversion. This note is payable on demand and carries an interest rate of 8% per annum.

 

Item 7.01 Regulation FD Disclosure

 

The disclosures in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

10.1

Promissory Note issued by AlumiFuel Power Corporation to Gulfstream 1998 Irrevocable Trust dated August 10, 2016. Filed Herewith

 

 
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SIGNATURES

 

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 hereunto duly authorized. 

 

 ALUMIFUEL POWER CORPORATION
    
Date: August 15, 2016By:/s/ Thomas B. Olson

 

 

Thomas B. Olson  
  Secretary  

 

 

 

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afpw_ex101.htm

EXHIBIT 10.1

 

PROMISSORY NOTE

 

8/10/2016

 

The undersigned, jointly and severally, promise to pay to the order of Gulfstream 1998 Irrevocable Trust at 7315 E. Peakview Avenue, Centennial, Colorado, 80111, or at such other place as the holder hereof may designate in writing, the sum of Thirty-three Thousand Dollars and No Cents ($33000) payable as follows:

 

Due on demand with an interest 

charge of 8% per annum

 

Prepayment of this note to date of payment may be made at any time without penalty.

 

This note may be converted to common stock of AlumiFuel Power Corporation ("AFPW") at market price on the date of conversion, provided, however, that at no time shall the Borrower be permitted to convert that number of shares which would result in beneficial ownership by the Borrower and/or its affiliates of greater than 4.99% of the outstanding shares of common stock at the time of any conversion.

 

If the holder deems itself insecure or if default be made in payment of the whole or any part of any installment at the time when or the place where the same becomes due and payable as aforesaid, then the entire unpaid balance, shall at the election of the holder hereof and without notice of said election at once become due and payable. In event of any such default or acceleration, the undersigned agrees to pay to the holder hereof reasonable attorney's fees, legal expenses and lawful collection costs in addition to all other sums due hereunder.

 

Presentment, demand, protest, notice of dishonor and extension of time without notice are hereby waived and the undersigned consent to the release of any security, or any part thereof, with or without substitution.

 

Signed:

 

 ALUMIFUEL POWER CORPORATION
    
By:/s/ Henry Fong 

 

 

Henry Fong  
  

President & Chief Executive Officer