AFPW AlumiFuel Power Corporation (CE)

Item 3.02 Unregistered Sale of Equity Securities.

During the period from September 14, 2016 to October 11, 2016, we issued a total of 203,697,296 shares of our common stock on the conversion of $9,933 in principal and interest, or $0.00005 per share, on convertible promissory notes to unaffiliated note holders.

We offered and sold the securities in reliance on an exemption from federal registration under Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder. We relied on this exemption and rule based on the fact that there were a limited number of investors, all of whom were accredited investors and (i) either alone or through a purchaser representative, had knowledge and experience in financial and business matters such that each was capable of evaluating the risks of the investment, and (ii) we had obtained subscription agreements from such investors indicating that they were purchasing for investment purposes only. The securities were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as permitted by Rule 135c under the Securities Act.