News Column

HYDROGEN FUTURE CORP FILES (8-K/A) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

August 21, 2014


Acquisition Agreement

As previously reported on Current Report on Form 8-K filed on April 28, 2014, Hydrogen Future Corporation ("we," "our," "us," or the "Company") entered into a definitive Acquisition Agreement (the "Acquisition Agreement") with Hydra Fuel Cell Corporation ("Hydra") and certain shareholders of Hydra (collectively the "Hydra Shareholders") wherein the Company agreed to acquire all of the outstanding shares of common stock of Hydra Future in accordance with the Acquisition Agreement. In exchange for the Hydra shares, the Company will issue to the Hydra Shareholders a convertible preferred shares that is convertible into an amount equal to 100.2% of the then outstanding common stock of Hydrogen Future at the time of conversion, which is at the sole discretion of Hydra Shareholders. This gives Hydra Shareholders an effective 50.1% equity interest in Hydrogen Future, post-conversion. The exchange of the Hydra shares for the Company's common stock is referred to in this Current Report on Form 8-K as the "Share Exchange." After the closing of the Share Exchange (the "Closing"), Hydra will become our wholly-owned subsidiary, and the Hydra Shareholders will own approximately 50.1% of our common stock, on an as converted, fully diluted basis.


On April 21, 2014, the transactions contemplated by the Acquisition Agreement closed (the "Closing"). Pursuant to the Acquisition Agreement, Hydra became a wholly-owned subsidiary of the Company and its operations and assets became the sole business of the Company, as described herein and the Hydra Shareholders owned on April 21, 2014 approximately 50.1% of our common stock, on an as converted, fully diluted basis.

2 -------------------------------------------------------------------------------- FORM 10 DISCLOSURE

As disclosed elsewhere in this Current Report, effective on April 21, 2014, we acquired Hydra Fuel Cell Corporation through the Acquisition Agreement. Upon the acquisition of Hydra we have taken on the operations of Hydra. We have included this disclosure in order to disclose the details of our resulting new operations and management.

Please note that the information provided below relates to the combined company after the acquisition of Hydra, except that information relating to periods prior to the date of the acquisition only relate to the Company unless otherwise specifically indicated.


History and Development of the Company

On April 21, 2014, Hydrogen Future Corporation closed its agreement to acquire Hydra Fuel Cell Corporation as a wholly-owned subsidiary.

Hydra Fuel Cell Corporation was incorporated in September 2005 for the purpose of developing hydrogen fuel cell units to power homes and small businesses. Hydra has completed several development stages of the HydraStax® unit and completed the certification process and is now ready to manufacture and market the units. Hydra installed two of its HydraStax® fuel cells in residences, one in Texas in October 2007 and one in Florida in December 2007, as "Beta Test demonstration units". These were milestones for Hydra and for the fuel cell industry.

Hydra believes that the HydraStax® unit's cost per kWh will be significantly below that of its competitors, giving them a competitive edge as a replacement for residential grid power. Hydra has received a financing commitment and expects to begin manufacturing the HydraStax® units in the fourth quarter of 2014.

Hydra has received two patents - US 7,445,647 B1 for a method for making fuel cells and US 7,776,485 B1 for a fuel cell stack including a housing for holding fuel cells. It also has four patent pending applications that relate to the fuel products and a trademark for HYDRASTAX.


We employ 2 full-time personnel. We utilize various independent contractors for marketing, design, research, legal and accounting services. None of our employees are the subject of any collective bargaining agreement with us. We believe that our relationship with our employees is good.

Description of Property

The Company shares office space in Houston, Texas with American Security Resources, Inc. the former sole shareholder of Hydra Fuel Cell Corporation. We believe that these facilities are suitable for our needs for the foreseeable future.

Legal Proceedings

The Company presently is not a party to, nor is management aware of, any pending, legal proceedings.

3 --------------------------------------------------------------------------------

Available Information

We are a fully reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC'sPublic Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information . . .


After the March 31, 2014, the company issued 237,114,427 shares for the conversion of debt.

13 --------------------------------------------------------------------------------


On April 21, 2014, in connection with the Acquisition Agreement Frank Neukomm became a member of our Board of Directors and Chief Executive Officer His biographical information is included above. In addition, also on April 21, 2014, and in connection with the Acquisition Agreement, Robert Farr became a director, President and Chief Operating Officer and James Twedt became a director. Both of their biographical information is include above.

Upon the appointment of the three new directors, Richard Azani, Ph.D. resigned as sole director and officer of the Company.


On December 6, 2013, the Company filed an Amendment to the Certificate of Designation of the Series A Preferred Stock of the Company with the Secretary of State of Nevada to increase the voting rights of the Series A Preferred Stock to 100 votes per share of Series A Preferred Stock. A copy of the Certificate of Designation and the Amendment to Certificate of Designation after Issuance of a Class or Series are filed, respectively, with the December 9, 2013 Form 8-K.

On December 9, 2013, the Company received written consent from stockholders holding greater than a majority of the Company's voting power to amend its Amended and Restated Articles of Incorporation to increase the authorized shares of common stock from Five Hundred Million (500,000,000) shares to Ten Billion (10,000,000,000) shares. In addition, the stockholders approved a reverse stock split by a ratio up to one-for-1,000 (1:1,000), with the exact ratio to be set as a whole number within this range determined by the Board of Directors of the Company at a future date, which the Board may (but is not required to) effect on or before December 9, 2014 without further stockholder approval. A copy of the Amendment dated December 9, 2013 to the Company's Amended and Restated Articles of Incorporation reflecting the increase in authorized shares of common stock is filed with the December 9, 2013 Form 8-K.


On April 21, 2014, we issued a press release announcing the closing of the transaction for the acquisition of Hydra Fuel Cell Corporation. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any of the Company's filing under the Securities Act of 1933, as amended, or the Exchange Act, unless the Company specifically incorporates the foregoing information into those documents by reference.

14 --------------------------------------------------------------------------------


(a) Financial Statements of Business Acquired

Included in this Report are the audited financial statements of Hydra Fuel Cell Corporation.

(b) Pro Forma Financial Information

Included in this Report are the pro-forma financial statements for Hydrogen Future Corporation.

(c) Exhibits Exhibit Number Description 3.1 Amended Articles of Incorporation 10.1 Acquisition Agreement dated as of April 21, 2014, among the Company, Hydra Fuel Cell Corporation and the Hydra Fuel Cell Corporation Shareholders. (1) 23.1 Consent of Hall Group CPA's. 99.1 Press Release of the Company dated April 21, 2014.

(1) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 28, 2014.



For more stories on investments and markets, please see HispanicBusiness' Finance Channel

Source: Edgar Glimpses

Story Tools Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters