Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 19, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Bluefire Renewables, Inc. | ' |
Entity Central Index Key | '0001370489 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Trading Symbol | 'BFRE | ' |
Entity's Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 66,867,026 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $96,582 | $59,603 |
Accounts receivable | 20 | 3,538 |
Costs of financing | 1,031 | 25,644 |
Prepaid expenses | 18,532 | 8,952 |
Total current assets | 116,165 | 97,737 |
Property, plant and equipment, net of accumulated depreciation of $105,597 and $103,159, respectively | 1,215,865 | 1,218,314 |
Total assets | 1,332,030 | 1,316,051 |
Current liabilities: | ' | ' |
Accounts payable | 1,175,275 | 1,080,056 |
Accrued liabilities | 481,100 | 595,760 |
Convertible notes payable, net of discount of $16,339 and $41,502, respectively | 341,761 | 359,498 |
Line of credit, related party | 15,230 | 15,230 |
Note payable to a related party | 200,000 | 200,000 |
Derivative liability | 30,079 | 59,949 |
Total current liabilities | 2,243,445 | 2,310,493 |
Outstanding warrant liability | 359 | 22,600 |
Total liabilities | 2,243,804 | 2,333,093 |
Non-controlling interest - redeemable | 846,827 | 849,945 |
Stockholders' deficit: | ' | ' |
Preferred stock, no par value, 1,000,000 shares authorized; none issued and outstanding | ' | ' |
Common stock, $0.001 par value; 100,000,000 shares authorized; 51,600,295 and 33,591,538 shares issued; and 51,568,124 and 33,559,366 outstanding, as of September 30, 2013 and December 31, 2012, respectively | 51,600 | 33,591 |
Additional paid-in capital | 15,947,953 | 14,847,401 |
Committed shares to be issued; 0 shares and 5,740,741 shares at September 30, 2013 and December 31, 2012, respectively | ' | 803,704 |
Treasury stock at cost, 32,172 shares at September 30, 2013 and December 31, 2012 | -101,581 | -101,581 |
Deficit accumulated during the development stage | -17,656,573 | -17,450,102 |
Total stockholders' deficit | -1,758,601 | -1,866,987 |
Total liabilities and stockholders' deficit | $1,332,030 | $1,316,051 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Property, plant and equipment, accumulated depreciation | $105,597 | $103,159 |
Convertible notes payable discount | $16,339 | $41,502 |
Preferred stock, no par value | ' | ' |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 51,600,295 | 33,591,538 |
Common stock, shares outstanding | 51,568,124 | 33,559,366 |
Committed shares to be issued | 0 | 5,740,741 |
Treasury stock, shares | 32,172 | 32,172 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 90 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Revenues: | ' | ' | ' | ' | ' |
Consulting fees | $2,405 | $22,000 | $4,425 | $113,900 | $288,385 |
Department of energy grant revenues | 219,017 | 166,421 | 836,956 | 378,232 | 7,455,286 |
Department of energy - unbilled grant revenues | ' | ' | ' | ' | 197,041 |
Total revenues | 221,422 | 188,421 | 841,381 | 492,132 | 7,940,712 |
Cost of revenue | ' | ' | ' | ' | ' |
Consulting revenue | ' | ' | ' | ' | 61,391 |
Gross profit | 221,422 | 188,421 | 841,381 | 492,132 | 7,879,321 |
Operating expenses: | ' | ' | ' | ' | ' |
Project development, including stock based compensation of $0, $0, $0, $0, and $4,468,490, respectively | 135,443 | 129,070 | 382,131 | 420,343 | 19,789,080 |
General and administrative, including stock based compensation of $0, $48,324, $9,075, $92,236, and $6,481,619 | 152,605 | 308,614 | 551,207 | 987,023 | 18,617,107 |
Related party license fee | ' | ' | ' | ' | 1,000,000 |
Total operating expenses | 288,048 | 437,684 | 933,338 | 1,407,366 | 39,406,187 |
Operating income (loss) | -66,626 | -249,263 | -91,957 | -915,234 | -31,526,866 |
Other income and (expense): | ' | ' | ' | ' | ' |
Other income | ' | ' | ' | ' | 256,295 |
Financing related charge | ' | ' | ' | ' | -211,660 |
Amortization of debt discount | -52,511 | -92,404 | -178,127 | -182,657 | -987,913 |
Interest expense | -18,740 | ' | -95,187 | ' | -446,932 |
Related party interest expense | -467 | -1,322 | -1,386 | -2,412 | -175,599 |
Loss on extinguishment of debt | ' | ' | ' | ' | -2,818,370 |
Loss on warrant modification | ' | ' | ' | ' | -803,704 |
Gain on settlement of accounts payable and accrued liabilities | 96,076 | ' | 96,076 | ' | 141,887 |
Deobligation of Department of Energy billings in excess of estimated earnings | ' | ' | ' | ' | 354,000 |
Gain from change in fair value of warrant liability | 386 | 7,216 | 22,241 | 1,771 | 2,967,057 |
Gain from change in fair value of derivative liability | 8,504 | 31,013 | 68,009 | 55,629 | 169,630 |
Loss on excess of derivative over face value | ' | ' | -28,507 | ' | -28,507 |
Loss on the retirements of warrants | ' | ' | ' | ' | -146,718 |
Total other income or (expense) | 33,248 | -55,497 | -116,881 | -127,669 | -1,730,534 |
Loss before income taxes | -33,378 | -304,760 | -208,838 | -1,042,903 | -33,257,400 |
Provision for income taxes | ' | -7,354 | -751 | -8,179 | -86,298 |
Net loss | -33,378 | -312,114 | -209,589 | -1,051,082 | -33,343,698 |
Loss attributable to non-controlling interest | -376 | -233 | -3,118 | -2,775 | -15,672 |
Loss attributable to controlling interest | ($33,002) | ($311,881) | ($206,471) | ($1,048,307) | ($33,328,026) |
Basic and diluted loss per common share | $0 | ($0.01) | ($0.01) | ($0.03) | ' |
Weighted average common shares outstanding, basic and diluted | 42,298,786 | 32,863,893 | 38,006,195 | 32,636,527 | ' |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | 90 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' | ' |
Stock based compensation relating to project development expense | $0 | $0 | $0 | $0 | $4,468,490 |
Stock based compensation relating to general and administrative expense | $0 | $48,324 | $9,075 | $92,236 | $6,481,619 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 90 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($209,589) | ($1,051,082) | ($33,343,698) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Change in the fair value of warrant liability | -22,241 | -1,771 | -2,967,057 |
Change in fair value of derivative liability | -68,009 | -55,629 | -169,630 |
Loss on excess fair value of derivative liability | 28,507 | ' | 28,507 |
Founders' shares | ' | ' | 17,000 |
Costs associated with purchase of Sucre Agricultural Corp | ' | ' | -3,550 |
Interest expense on beneficial conversion feature of convertible notes | ' | ' | 676,983 |
Loss on extinguishment of convertible debt | ' | ' | 2,718,370 |
Loss on retirement of warrants | ' | ' | 146,718 |
Common stock issued for interest on convertible notes | ' | ' | 55,585 |
Discount on sale of stock associated with private placement | ' | ' | 211,660 |
Accretion of discount on note payable to related party | ' | ' | 83,736 |
Debt issuance costs for rejected loan guarantees | ' | ' | 583,634 |
Gain on settlement of accounts payable and accrued liabilities | -96,076 | ' | -141,887 |
Loss on warrant modification | ' | ' | 803,704 |
Share-based compensation | 9,075 | 92,236 | 11,722,416 |
Unrealized Department of Energy unbilled receivables | ' | ' | 20,116 |
Amortization | 206,949 | ' | 511,674 |
Depreciation | 2,435 | 193,907 | 105,951 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 3,518 | ' | -20 |
Department of Energy unbilled grant receivable | ' | 187,454 | 42,183 |
Prepaid expenses and other current assets | -9,580 | 6,013 | -18,533 |
Accounts payable | 191,296 | 363,374 | 1,312,666 |
Accrued liabilities | -109,320 | 74,221 | 465,812 |
Net cash used in operating activities | -73,035 | -191,277 | -17,137,660 |
Cash flows from investing activities: | ' | ' | ' |
Acquisition of property and equipment | ' | ' | -217,636 |
Construction in progress | 14 | -55,180 | -1,058,337 |
Net cash used in investing activities | 14 | -55,180 | -1,275,973 |
Cash flows from financing activities: | ' | ' | ' |
Repurchases of common stock held in treasury | ' | ' | -101,581 |
Cash received in acquisition of Sucre Agricultural Corp. | ' | ' | 690,000 |
Proceeds from sale of stock through private placement | ' | ' | 544,500 |
Proceeds from exercise of stock options | ' | ' | 40,000 |
Proceeds from issuance of common stock | ' | 35,000 | 14,745,000 |
Proceeds from convertible notes payable | 110,000 | 363,500 | 3,005,500 |
Repayment of notes payable | ' | ' | -500,000 |
Proceeds from related party notes payable | ' | ' | 335,230 |
Repayment of related party notes payable | ' | -4,000 | -120,000 |
Debt issuance costs | ' | -97,800 | -658,434 |
Retirement of warrants | ' | ' | -220,000 |
Proceeds from sale of LLC Unit | ' | ' | 750,000 |
Net cash provided by financing activities | 110,000 | 296,700 | 18,510,215 |
Net increase (decrease) in cash and cash equivalents | 36,979 | 50,243 | 96,582 |
Cash and cash equivalents beginning of period | 59,603 | 15,028 | ' |
Cash and cash equivalents end of period | 96,582 | 65,271 | 96,582 |
Supplemental disclosures of cash flow information Cash paid during the period for: | ' | ' | ' |
Interest | 5,779 | ' | 67,224 |
Income taxes | 751 | 8,179 | 27,100 |
Supplemental schedule of non-cash investing and financing activities: | ' | ' | ' |
Conversion of senior secured convertible notes payable | 101,000 | ' | 2,101,000 |
Interest converted to common stock | 4,040 | ' | 59,609 |
Fair value of warrants issued to placement agents | ' | ' | 725,591 |
Accounts payable, net of reimbursement, included in construction-in-progress | ' | ' | 45,842 |
Discount on related party note payable | ' | ' | 83,736 |
Accretion of redeemable non-controlling interest | ' | ' | 112,500 |
Derivative liability reclassed to additional paid-in capital | $86,187 | ' | $86,187 |
Organization_and_Business
Organization and Business | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Organization and Business | ' |
NOTE 1 - ORGANIZATION AND BUSINESS | |
BlueFire Renewables, Inc. (“BlueFire” or the “Company”) was incorporated in the State of Nevada on March 28, 2006 (“Inception”). BlueFire was established to deploy the commercially ready and patented process for the conversion of cellulosic waste materials to ethanol (“Arkenol Technology”) under a technology license agreement with Arkenol, Inc. (“Arkenol”). BlueFire’s use of the Arkenol Technology positions it as a cellulose-to-ethanol company with demonstrated production of ethanol from urban trash (post-sorted “MSW”), rice and wheat straws, wood waste and other agricultural residues. The Company’s goal is to develop and operate high-value carbohydrate-based transportation fuel production facilities in North America, and to provide professional services to such facilities worldwide. These “biorefineries” will convert widely available, inexpensive, organic materials such as agricultural residues, high-content biomass crops, wood residues, and cellulose from MSW into ethanol. | |
On July 15, 2010, the board of directors of BlueFire, by unanimous written consent, approved the filing of a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada, changing the Company’s name from BlueFire Ethanol Fuels, Inc. to BlueFire Renewables, Inc. On July 20, 2010, the Certificate of Amendment was accepted by the Secretary of State of Nevada. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Summary of Significant Accounting Policies | ' | ||||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Management’s Plans | |||||
Going Concern | |||||
The Company is a development-stage company which has incurred losses since Inception. Management has funded operations primarily through proceeds received in connection with a reverse merger, loans from its majority shareholder, the private placement of the Company’s common stock in December 2007 for net proceeds of approximately $14,500,000, the issuance of convertible notes with warrants in July and in August 2007, convertible notes issued in 2012 and 2013, and Department of Energy reimbursements from 2009 through the present. The Company may encounter difficulties in establishing operations due to the time frame of developing, constructing and ultimately operating the planned bio-refinery projects. | |||||
As of September 30, 2013, the Company has negative working capital of approximately $2,127,000. Management has estimated that operating expenses for the next 12 months will be approximately $1,700,000, excluding engineering costs related to the development of bio-refinery projects. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Throughout the remainder of 2013, the Company intends to fund its operations with reimbursements under the Department of Energy contract, as well as seek additional funding in the form of equity or debt. However, the Company’s ability to get reimbursed under the DOE contract is dependent on the availability of cash to pay for the related costs. As of November 20, 2013, the Company expects the current resources available to them will only be sufficient for a period of approximately one month unless significant additional financing is received. Management has determined that the general expenditures must be reduced and additional capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short term capital we may consume all of our cash reserved for operations. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties. | |||||
Additionally, the Company’s Lancaster plant is currently shovel ready, except for the air permit which the Company will need to renew as stated below, and only requires minimal capital to maintain until funding is obtained for the construction. The preparation for the construction of this plant was the primary capital use in prior years. In December 2011, BlueFire requested an extension to pay the project’s permits for an additional year while we awaited potential financing. The Company has let the air permits expire as there were no more extensions available and management deemed the project not likely to start construction in the short-term. BlueFire will need to resubmit for air permits once it is able to raise the necessary financing. The Company sees this project on hold until we receive the funding to construct the facility. | |||||
As of December 31, 2010, the Company completed the detailed engineering on our proposed Fulton Project, procured all necessary permits for construction of the plant, and began site clearing and preparation work, signaling the beginning of construction. As of December 31, 2012, all site preparation activities have been completed, including clearing and grating of the site, building access roads, completing railroad tie-ins to connect the site to the rail system, and finalizing the layout plan to prepare for the site foundation. However, as additional capital and/or cost share funds become available, additional work may be completed, such as retaining wall construction, utility infrastructure placement, and the preparation of construction staging areas. | |||||
We estimate the total construction cost of the bio-refineries to be in the range of approximately $300 million for the Fulton Project and approximately $100 million to $125 million for the Lancaster Biorefinery. These cost approximations do not reflect any increase/decrease in raw materials or any fluctuation in construction cost that would be realized by the dynamic world metals markets. The Company is currently in discussions with potential sources of financing for these facilities but no definitive agreements are in place. The Company cannot continue significant development or furtherance of the Fulton project until financing for the construction of the Fulton plant is obtained, however the Company has continued to improve and modify plans to for construction in contemplation of different configurations that would be advantageous for potential investors. | |||||
Basis of Presentation | |||||
The accompanying unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2012. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year. | |||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned subsidiaries, BlueFire Ethanol, Inc., and Sucre Source LLC. BlueFire Ethanol Lancaster, LLC, and BlueFire Fulton Renewable Energy LLC (excluding 1% interest sold) are wholly-owned subsidiaries of BlueFire Ethanol, Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||
Use of Estimates | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. | |||||
Project Development | |||||
Project development costs are either expensed or capitalized. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the research and development expenses related to the Company’s future cellulose-to-ethanol production facilities. During the three and nine months ended September 30, 2013 and 2012, and for the period from March 28, 2006 (Inception) to September 30, 2013, research and development costs, net of stock-based compensation, included in Project Development expense were approximately $135,000, $129,000, $382,000, $420,000, and $15,320,590, respectively. | |||||
Convertible Debt | |||||
Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20 “Debt with Conversion and Other Options”. ASC 470-20 governs the calculation of an embedded beneficial conversion, which is treated as an additional discount to the instruments where derivative accounting (explained below) does not apply. The amount of the value of warrants and beneficial conversion feature may reduce the carrying value of the instrument to zero, but no further. The discounts relating to the initial recording of the derivatives or beneficial conversion features are accreted over the term of the debt. | |||||
The Company calculates the fair value of warrants and conversion features issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718 “Compensation – Stock Compensation”, except that the contractual life of the warrant or conversion feature is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. | |||||
The Company accounts for modifications of its BCF’s in accordance with ASC 470-50 “Modifications and Extinguishments”. ASC 470-50 requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment. | |||||
Equity Instruments Issued with Registration Rights Agreement | |||||
The Company accounts for these penalties as contingent liabilities, applying the accounting guidance of ASC 450 “Contingencies”. This accounting is consistent with views established in ASC 825 “Financial Instruments”. Accordingly, the Company recognizes damages when it becomes probable that they will be incurred and amounts are reasonably estimable. | |||||
In connection with the Company signing the $10,000,000 Purchase Agreement with LPC, the Company was required to file a registration statement related to the transaction with the SEC covering the shares that may be issued to LPC under the Purchase Agreement within ten days of the agreement, and the registration statement was to be declared effective by March 31, 2011. The registration statement was declared effective on May 10, 2011, without any penalty, and LPC did not terminate the Purchase Agreement. | |||||
In connection with the Company signing the $2,000,000 Equity Facility with TCA on March 28, 2012, the Company agreed to file a registration statement related to the transaction with the Securities and Exchange Commission (“SEC“) covering the shares that may be issued to TCA under the Equity Facility within 45 days of closing. Although under the Registration Rights Agreement the registration statement was to be declared effective within 90 days following closing, it has yet to be declared effective. The Company is working with TCA to resolve this issue. There has been no accrual for any penalties as it relates to the Equity Facility Registration Rights Agreement. The penalty for filing to get the registration statement effective is capped at $20,000, and the Company believes that any penalty is remote as the terms of the TCA Agreement, when combined with the debt portion of financing from TCA, both of which were provided by TCA, prevent us from having it declared effective. | |||||
Fair Value of Financial Instruments | |||||
The Company follows the accounting guidance under ASC 820 “Fair Value Measurements and Disclosures.” Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: | |||||
● | Level 1. Observable inputs such as quoted prices in active markets; | ||||
● | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | ||||
● | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||
The Company did not have any level 1 financial instruments at September 30, 2013 or December 31, 2012. | |||||
As of September 30, 2013, the Company’s warrant liability and derivative liability are considered level 2 items (see Notes 4 and 5). | |||||
As of September 30, 2013 and December 31, 2012 the Company’s redeemable non-controlling interest is considered a level 3 item and changed during nine months ended September 30, 2013 as follows: | |||||
Balance at December 31, 2012 | $ | 849,945 | |||
Net loss attributable to non-controlling interest | (3,118 | ) | |||
Balance at September 30, 2013 | $ | 846,827 | |||
Risks and Uncertainties | |||||
The Company’s operations are subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives. Design and development of new products are important elements to achieve and maintain profitability in the Company’s industry segment. The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company’s financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. | |||||
Loss per Common Share | |||||
The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the consolidated statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. As of September 30, 2013 and 2012, the Company had 0 and 1,229,659 options and 928,571 and 6,891,534 warrants, respectively, for which all of the exercise prices were in excess of the average closing price of the Company’s common stock during the corresponding quarter and thus no shares are considered dilutive under the treasury stock method of accounting and their effects would have been antidilutive due to the loss in certain of the periods presented. | |||||
Derivative Financial Instruments | |||||
We do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of our financial instruments. However, under the provisions ASC 815 – “Derivatives and Hedging” certain financial instruments that have characteristics of a derivative, as defined by ASC 815, such as embedded conversion features on our Convertible Notes, that are potentially settled in the Company’s own common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value each reporting period. | |||||
The value of the embedded conversion feature is determined using the Black-Scholes option pricing model. All future changes in the fair value of the embedded conversion feature will be recognized currently in earnings until the note is converted or redeemed. Determining the fair value of derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rate risk, credit risk, volatility and other factors. The use of different assumptions could have a material effect on the estimated fair value amounts. | |||||
Redeemable - Non-controlling Interest | |||||
Redeemable interest held by third parties in subsidiaries owned or controlled by the Company is reported on the consolidated balance sheets outside permanent equity. All non-controlling interest reported in the consolidated statements of operations reflects the respective interests in the income or loss after income taxes of the subsidiaries attributable to the other parties, the effect of which is removed from the net income or loss available to the Company. The Company accretes the redemption value of the redeemable non-controlling interest over the redemption period. | |||||
New Accounting Pronouncements | |||||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Development_Contracts
Development Contracts | 9 Months Ended |
Sep. 30, 2013 | |
Development Contracts | ' |
Development Contracts | ' |
NOTE 3 – DEVELOPMENT CONTRACTS | |
Department of Energy Awards 1 and 2 | |
In February 2007, the Company was awarded a grant for up to $40 million from the U.S. Department of Energy’s (“DOE”) cellulosic ethanol grant program to develop a solid waste biorefinery project at a landfill in Southern California. During October 2007, the Company finalized Award 1 for a total approved budget of just under $10,000,000 with the DOE. This award is a 60%/40% cost share, whereby 40% of approved costs may be reimbursed by the DOE pursuant to the total $40 million award announced in February 2007. | |
In December 2009, as a result of the American Recovery and Reinvestment Act, the DOE increased the Award 2 to a total of $81 million for Phase II of its Fulton Project. This is in addition to a renegotiated Phase I funding for development of the biorefinery of approximately $7 million out of the previously announced $10 million total. This brings the DOE’s total award to the Fulton project to approximately $88 million. The Company is currently drawing down on funds for Phase II of its Fulton Project. | |
As of November 20, 2013, the Company has received reimbursements of approximately $11,709,000 under these awards. | |
Since 2009, our operations had been financed to a large degree through funding provided by the DOE. We rely on access to this funding as a source of liquidity for capital requirements not satisfied by the cash flow from our operations. If we are unable to access government funding our ability to finance our projects and/or operations and implement our strategy and business plan will be severely hampered. Awards 1 and 2 consist of a total reimbursable amount of approximately $87,560,000, and through November 20, 2013, we have an unreimbursed amount of approximately $75,486,000 available to us under the awards. We cannot guarantee that we will continue to receive grants, loan guarantees, or other funding for our projects from the DOE. | |
In June 2011, it was determined that the Company had received an over payment of approximately $354,000 from the cumulative reimbursements of the DOE grants under Award 1 for the period from inception of the award through December 31, 2010. The over payment was a result of estimates made on the indirect rate during the reimbursement process over the course of the award. As of September 12, 2012 Award 1 was officially closed and the over payment was deobligated. The Company was notified of the deobligation in the fourth quarter of 2012. |
Convertible_Note_Payable
Convertible Note Payable | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Convertible Notes Payable [Abstract] | ' | ||||
Convertible Note Payable | ' | ||||
NOTE 4 – CONVERTIBLE NOTE PAYABLE | |||||
On March 28, 2012 the Company entered into a $300,000 promissory note with a third party. See Note 9 for additional information. | |||||
On July 31, 2012, the Company issued a convertible note of $63,500 to Asher Enterprises, Inc. Under the terms of the notes, the Company was to repay any principal balance and interest, at 8% per annum at maturity date of May 2, 2013. The Company had the option to prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note was convertible into shares of the Company’s common stock after six months. The conversion price was calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. The Company determined that since the conversion price was variable and did not contain a floor, the conversion feature represented a derivative liability upon the ability to convert the loan, which commenced on approximately January 27, 2013. | |||||
The Company calculated the derivative liability using the Black-Scholes pricing model for the note upon the initial date the note became convertible and recorded the fair market value of the derivative liability of approximately $47,000, resulting in a discount to the note. The discount was amortized over the term of the note and accelerated as the note was converted. During the nine months ended September 30, 2013, all of the discount was amortized to interest expense, with no remaining unamortized discount. See below for assumptions used in valuing the derivative liability. As of September 30, 2013, all amounts outstanding in relation to this note have been converted to equity through the issuance of 1,642,578 shares of common stock. | |||||
On October 11, 2012, the Company issued a convertible note of $37,500 to Asher Enterprises, Inc. Under the terms of the notes, the Company was to repay any principal balance and interest, at 8% per annum at maturity date of July 15, 2013. The Company had the option to prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note was convertible into shares of the Company’s common stock after six months. The conversion price was calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. The Company determined that since the conversion price was variable and does not contain a floor, the conversion feature represented a derivative liability upon the ability to convert the loan, which commenced on approximately April 9, 2013. | |||||
The Company calculated the derivative liability using the Black-Scholes pricing model for the note upon the initial date the note became convertible and recorded the fair market value of the derivative liability of approximately $66,000, resulting in a discount to the note and an additional day one charge of $28,507 for the excess value of the derivative liability over the face value of the note. The excess value was recognized as an expense in the accompanying statement of operations. The discount was being amortized over the term of the note. During the nine months ended September 30, 2013, all $37,500 of the discount was amortized to interest expense with no remaining unamortized discount, and the note was fully converted through the issuance of 2,262,860 shares of common stock. See below for assumptions used in valuing the derivative liability. | |||||
On December 21, 2012, the Company agreed to a convertible note of $32,500 to Asher Enterprises, Inc, which was funded and effective in January 2013. Under the terms of the notes, the Company is to repay any principal balance and interest, at 8% per annum at maturity date of September 26, 2013. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note is convertible into shares of the Company’s common stock after six months. The conversion price is calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. The Company determined that since the conversion price was variable and does not contain a floor, the conversion feature represented a derivative liability upon the ability to convert the loan, which commenced on approximately June 19, 2013. | |||||
The Company calculated the derivative liability using the Black-Scholes pricing model for the note upon the initial date the note became convertible and recorded the fair market value of the derivative liability of approximately $15,600, resulting in a discount to the note. The discount was amortized over the term of the note and accelerated as the note was converted. During the nine months ended September 30, 2013, the entire discount was amortized to interest expense, with no remaining unamortized discount and the note was fully converted into 4,017,599 shares of common stock. See below for assumptions used in valuing the derivative liability. | |||||
On February 11, 2013, the Company agreed to a convertible note of $53,000 to Asher Enterprises, Inc. Under the terms of the notes, the Company is to repay any principal balance and interest, at 8% per annum at maturity date of November 13, 2013. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note is convertible into shares of the Company’s common stock after six months. The conversion price is calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. The Company determined that since the conversion price was variable and does not contain a floor, the conversion feature represented a derivative liability upon the ability to convert the loan, which commenced on approximately August 10, 2013. | |||||
The Company calculated the derivative liability using the Black-Scholes pricing model for the note upon the initial date the note became convertible and recorded the fair market value of the derivative liability of approximately $49,500, resulting in a discount to the note. The discount is being amortized over the term of the note and accelerated as the note is converted. During the nine months ended September 30, 2013, approximately $35,100 of the discount was amortized to interest expense, with $14,311 remaining unamortized discount. As of September 30, 2013, $27,400 of the note was converted into 4,269,981 shares of common stock. See below for assumptions used in valuing the derivative liability. Subsequent to September 30, 2013, all principal and interest outstanding in relation to this note were converted to equity. | |||||
On June 13, 2013, the Company agreed to a convertible note of $32,500 to Asher Enterprises, Inc. Under the terms of the notes, the Company is to repay any principal balance and interest, at 8% per annum at maturity date of March 17, 2014. The Company may prepay the convertible promissory note prior to maturity at varying prepayment penalty rates specified under the agreement. The convertible promissory note is convertible into shares of the Company’s common stock after six months. The conversion price is calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. Since the conversion feature is only convertible after six months, there is no derivative liability. However, the Company will account for the derivative liability upon the passage of time and the note becoming convertible if not extinguished, as defined above. Derivative accounting applies upon the conversion feature being available to the holder, as it is variable and does not have a floor as to the number of common shares in which could be converted. | |||||
Upon conversion of all or a portion of the convertible notes, the derivative liability associated with the principal converted is valued immediately before conversion using the Black-Scholes model. The change in fair value of the derivative liability associated with the principal converted is recorded as a gain/loss on fair value of derivative liability in the accompanying statement of operation, with the derivative liability associated with the principal converted credited to additional paid-in capital. During the nine months ended September 30, 2013, the holder of the convertible notes converted approximately $166,000 of principal plus accrued interest thereon, into 12,193,017 shares of common stock. Derivative liability of approximately $139,541 associated with the converted principal was credited to additional paid-in capital at the time of conversion. As of September 30, 2013, the derivative liability associated with the remaining associated notes was valued at approximately $30,000. The Company used the following inputs to the Black-Scholes pricing model for each valuation. | |||||
Using the Black-Scholes pricing model, with the range of inputs listed below, we calculated the fair market value of the conversion feature at inception of the conversion feature and at each conversion event. The Company revalued the conversion feature at September 30, 2013 in the same manor with the inputs listed below and recognized a gain on the change in fair value of the derivative liability on the accompanying statement of operations of $8,504. | |||||
During the nine months ending September 30, 2013, the range of inputs used to calculate derivative liabilities noted above were as follows: | |||||
Nine months ending | |||||
September 30, 2013 | |||||
Annual dividend yield | - | ||||
Expected life (years) | 0.01 - 0.72 | ||||
Risk-free interest rate | 0.03 - 0.12 | % | |||
Expected volatility | 61.34 - 134.92 | % | |||
In addition, fees paid to secure the convertible debt were accounted for as deferred financing costs and capitalized in the accompanying balance sheet or considered and on-issuance discount to the notes. The deferred financing costs and discounts, as applicable, are being amortized over the term of the notes. As of September 30, 2013, the Company amortized approximately $25,000 with $1,000 in deferred financing costs remaining. As of September 30, 2013, the Company’s remaining convertible notes outstanding include on-issuance discounts totaling $8,000 of which approximately $6,000 has been amortized. Unamortized debt discount of $16,339 remains as of September 30, 2013. |
Outstanding_Warrant_Liability
Outstanding Warrant Liability | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Outstanding Warrant Liability | ' | ||||||||
NOTE 5 - OUTSTANDING WARRANT LIABILITY | |||||||||
As a result of adopting ASC 815 “Derivatives and Hedging” effective January 1, 2009, 6,962,963 of our issued and outstanding common stock purchase warrants previously treated as equity pursuant to the derivative treatment exemption were no longer afforded equity treatment. These warrants had an exercise price of $2.90; 5,962,563 warrants were set to expire in December 2012 and 1,000,000 expired August 2010 (See Note 6). As such, effective January 1, 2009 we reclassified the fair value of these common stock purchase warrants, which have exercise price reset features, from equity to liability status as if these warrants were treated as a derivative liability since their date of issue in August 2007 and December 2007. On January 1, 2009, we reclassified from additional paid-in capital, as a cumulative effect adjustment, $15.7 million to beginning retained earnings and $2.9 million to a long-term warrant liability to recognize the fair value of such warrants on such date. | |||||||||
In connection with the 5,962,563 warrants that expired in December 2012, the Company recognized gains of approximately $0, $0, $0, $1,000, and $2,516,000 from the change in fair value of these warrants during the three and nine-months ended September 30, 2013 and 2012 and the period from Inception to September 30, 2013. As of December 31, 2012 none of these warrants remained outstanding. | |||||||||
On October 19, 2009, the Company cancelled 673,200 warrants for $220,000 in cash. These warrants were part of the 1,000,000 warrants issued in August 2007, and were set to expire August 2010. | |||||||||
These common stock purchase warrants were initially issued in connection with two private offerings, our August 2007 issuance of 689,655 shares of common stock and our December 2007 issuance of 5,740,741 shares of common stock. The common stock purchase warrants were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. The warrants do not qualify for hedge accounting, and as such, changes in the fair value of these warrants are recognized in earnings until such time as the warrants are exercised or expire. These warrants either expired or were exercised in 2012 and accordingly no revaluation was necessary as of September 30, 2013 or December 31, 2012. See Note 9. | |||||||||
The Company issued 428,571 warrants to purchase common stock in connection with the Stock Purchase Agreement entered into on January 19, 2011 with Lincoln Park Capital, LLC (See Note 9). These warrants are accounted for as a liability under ASC 815. The Company assesses the fair value of the warrants quarterly based on the Black-Scholes pricing model. See below for variables used in assessing the fair value. | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Annual dividend yield | - | - | |||||||
Expected life (years) | 2.3 | 3.05 | |||||||
Risk-free interest rate | 0.5 | % | 0.72 | % | |||||
Expected volatility | 131 | % | 117 | % | |||||
In connection with these warrants, the Company recognized a gain on the change in fair value of warrant liability of approximately $400, $7,000, $22,200, $1,000, and $125,400 during the three and nine-months ended September 30, 2013 and 2012 and the period from Inception to September 30, 2013, respectively. | |||||||||
Expected volatility is based primarily on historical volatility. Historical volatility was computed using weekly pricing observations for recent periods that correspond to the expected life of the warrants. The Company believes this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants. The Company currently has no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
NOTE 6 - COMMITMENTS AND CONTINGENCIES | |
Fulton Project Lease | |
On July 20, 2010, the Company entered into a thirty year lease agreement with Itawamba County, Mississippi for the purpose of the development, construction, and operation of the Fulton Project. At the end of the primary 30 year lease term, the Company shall have the right for two additional thirty year terms. The current lease rate is computed based on a per acre rate per month that is approximately $10,300 per month. The lease stipulates the lease rate is to be reduced at the time of the construction start by a Property Cost Reduction Formula which can substantially reduce the monthly lease costs. The lease rate shall be adjusted every five years to the Consumer Price Index. | |
Rent expense under non-cancellable leases was approximately $30,900, $30,900, $92,700, $92,700, and $400,700, during the three and nine-months ended September 30, 2013 and 2012 and the period from March 28, 2006 (Inception) to September 30, 2013, respectively. | |
The Company is not current on lease payments due to Itawamba County, and as of September 30, 2013, we were in technical default of the lease due to non-payment. Accordingly, approximately $202,400 has been accrued in accounts payable in the accompanying consolidated balance sheet. During the quarter, Itawamba County agreed to a cost reduction on lease amounts owed to them of approximately $96,100 as a part of their cost share contribution. Such amount has been accounted as a gain within other income and expense in the accompanying statements of operations. The Company is in constant communication with Itawamba County officials, and we are working on alternative mechanisms for payment of the outstanding amounts due. The Company does not believe there is a significant risk that Itawamba County will void the lease for non-payment. As of November 20, 2013, we have not received a notice of default. | |
Legal Proceedings | |
On February 26, 2013, the Company received notice that the Orange County Superior Court (the “Court”) issued a Minute Order (the “Order”) in connection with certain shareholders’ claims of breach of contract and declaratory relief related to 5,740,741 warrants (the “Warrants”) issued by the Company. | |
Pursuant to the Order, the Court ruled in favor of the shareholders on the two claims, finding that the Warrants contain certain anti-dilution protective provisions which provide for the re-adjustment of the exercise price of such Warrants upon certain events and that such exercise price per share of the Warrants must be decreased to $0.00. | |
The Company has considered these warrants exercised based on the notice of exercise received from the respective shareholders in December 2012. | |
On March 7, 2013, the shareholders making claims provided their request for judgment based on the Order received, which has been initially refused by the Court via a second minute order received by the Company on April 8, 2013. On April 15, 2013, the Company’s counsel submitted a proposed judgment to the Court as per the Courts request, which followed the Order and provided for no monetary damages against the Company. On May 14, 2013, this proposed judgment was approved by the Court (“Judgment”). | |
On June 20, 2013, the Company filed motions to vacate the Judgment, a motion for a new trial, and a motion to stay enforcement of the Judgment, all of which were denied on June 27, 2013. | |
On August 2, 2013, pursuant to the exercise notice of the Warrants, and the Order, the Company issued 5,740,741 shares to certain shareholders. See Note 9 for additional information. | |
Other than the above, we are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse effect. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 7 - RELATED PARTY TRANSACTIONS | |
On December 15, 2010, the Company entered into a loan agreement (the “Loan Agreement”) by and between Arnold Klann, the Chief Executive Officer, Chairman of the board of directors and majority shareholder of the Company, as lender (the “CEO/Lender”), and the Company, as borrower. Pursuant to the Loan Agreement, the CEO/Lender agreed to advance to the Company a principal amount of Two Hundred Thousand United States Dollars ($200,000) (the “Loan”). The Loan Agreement requires the Company to (i) pay to the CEO/Lender a one-time amount equal to fifteen percent (15%) of the Loan (the “Fee Amount”) in cash or shares of the Company’s common stock at a value of $0.50 per share, at the CEO/Lender’s option; and (ii) issue the CEO/Lender warrants allowing the CEO/Lender to buy 500,000 common shares of the Company at an exercise price of $0.50 per common share, such warrants expire on December 15, 2013. The Company has promised to pay in full the outstanding principal balance of any and all amounts due under the Loan Agreement within thirty (30) days of the Company’s receipt of investment financing or a commitment from a third party to provide One Million United States Dollars ($1,000,000) to the Company or one of its subsidiaries (the “Due Date”), to be paid in cash. | |
The fair value of the warrants was $83,736 as determined by the Black-Scholes option pricing model using the following weighted-average assumptions: volatility of 112.6%, risk-free interest rate of 1.1%, dividend yield of 0%, and a term of three (3) years. | |
The proceeds were allocated to the warrants issued to the note holder based on their relative fair values which resulted in $83,736 allocated to the warrants. The amount allocated to the warrants resulted in a discount to the note. The Company amortized the discount over the estimated term of the Loan using the straight line method due to the short term nature of the Loan. The Company estimated the Loan would be paid back during the quarter ended September 30, 2011. During the three and nine-months ended September 30, 2013 and 2012, and for the period from Inception to September 30, 2013, the Company amortized the discount to interest expense of approximately $0, $0, $0, $0, and $83,736 respectively. | |
For the three and nine-months ended September 30, 2013 and 2012, and for the period from Inception to September 30, 2013, the Company recognized interest expense of approximately $0, $0, $0, $0, and $30,000, respectively. |
Redeemable_Noncontrolling_Inte
Redeemable Non-controlling Interest | 9 Months Ended |
Sep. 30, 2013 | |
Noncontrolling Interest [Abstract] | ' |
Redeemable Non-controlling Interest | ' |
NOTE 8 - REDEEMABLE NON-CONTROLLING INTEREST | |
On December 23, 2010, the Company sold a one percent (1%) membership interest in its operating subsidiary, BlueFire Fulton Renewable Energy, LLC (“BlueFire Fulton” or the “Fulton Project”), to an accredited investor for a purchase price of $750,000 (“Purchase Price”). The Company maintains a 99% ownership interest in the Fulton Project. In addition, the investor received a right to require the Company to redeem the 1% interest for $862,500, or any pro-rata amount thereon. The redemption is based upon future contingent events of obtaining financing for the construction of the Fulton Project. The third party equity interests in the consolidated joint ventures are reflected as redeemable non-controlling interests in the Company’s consolidated financial statements outside of equity. The Company accreted the redeemable non-controlling interest for the total redemption price of $862,500 through the estimated forecasted financial close, originally estimated to be the end of the third quarter of 2011. | |
Net loss attributable to the redeemable non-controlling interest for the three and nine-months ended September 30, 2013 and 2012, and for the period from Inception to September 30, 2013 was $376, $233, $3,118, $2,775, and $15,672, respectively. |
Stockholders_Deficit
Stockholders' Deficit | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||
Stockholders' Deficit | ' | ||||||||
NOTE 9 - STOCKHOLDERS’ DEFICIT | |||||||||
Stock-Based Compensation | |||||||||
During the three and nine months ended September 30, 2013 and 2012, and for the period from March 28, 2006 (Inception) to September 30, 2013, the Company recognized stock-based compensation, including consultants, of approximately $0, $48,200, $9,100, $92,200, and $6,481,600, to general and administrative expenses and $0, $0, $0, $0, and $4,468,000 to project development expenses, respectively. There is no additional future compensation expense to record as of September 30, 2013 based on the previous awards. | |||||||||
Shares Issued for Services | |||||||||
During the nine months ended September 30, 2013, the Company issued 75,000 shares of common stock for legal services provided. In connection with this issuance the Company recorded approximately $9,100 in legal expense which is included in general and administrative expense. The Company valued the shares using the closing market price on the date of issuance. | |||||||||
Stock Purchase Agreement | |||||||||
On January 19, 2011, the Company signed a $10 million purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), an Illinois limited liability company. The Company also entered into a registration rights agreement with LPC whereby we agreed to file a registration statement related to the transaction with the U.S. Securities & Exchange Commission (“SEC”) covering the shares that may be issued to LPC under the Purchase Agreement within ten days of the agreement. Although under the Purchase Agreement the registration statement was to be declared effective by March 31, 2011, LPC did not terminate the Purchase Agreement. The registration statement was declared effective on May 10, 2011, without any penalty. | |||||||||
After the SEC had declared effective the registration statement related to the transaction, the Company had the right, in their sole discretion, over a 30-month period to sell the shares of common stock to LPC in amounts from $35,000 and up to $500,000 per sale, depending on the Company’s stock price as set forth in the Purchase Agreement, up to the aggregate commitment of $10 million. | |||||||||
There were no upper limits to the price LPC would pay to purchase our common stock and the purchase price of the shares related to the $10 million funding were be based on the prevailing market prices of the Company’s shares immediately preceding the time of sales without any fixed discount, and the Company controlled the timing and amount of any sales, of shares to LPC. LPC did not have the right or the obligation to purchase any shares of our common stock on any business day that the price of our common stock was below $0.15. The Purchase Agreement contained customary representations, warranties, covenants, closing conditions and indemnification and termination provisions by, among and for the benefit of the parties. LPC had covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s shares of common stock. The Purchase Agreement could have been terminated by us at any time at our discretion without any cost to us. Except for a limitation on variable priced financings, there are no financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the agreement. | |||||||||
Upon signing the Purchase Agreement, BlueFire received $150,000 from LPC as an initial purchase under the $10 million commitment in exchange for 428,571 shares of our common stock and warrants to purchase 428,571 shares of our common stock at an exercise price of $0.55 per share. The warrants contain a ratchet provision in which the exercise price will be adjusted based on future issuances of common stock, excluding certain issuances; if issuances are at prices lower than the current exercise price (see Note 6). The warrants have an expiration date of January 2016. | |||||||||
Concurrently, in consideration for entering into the $10 million agreement, we issued to LPC 600,000 shares of our common stock as a commitment fee and subsequently issued an additional 14,315 shares as an additional commitment fee pursuant to the transaction. | |||||||||
During the three and nine-months ended September 30, 2013, and 2012, and for the period from March 28, 2006 (Inception) to September 30, 2013, the Company drew $0, $0, $0, $35,000, and $385,000, respectively, on the Purchase Agreement. | |||||||||
As of July 18, 2013, the Purchase Agreement with LPC has terminated. | |||||||||
Equity Facility Agreement | |||||||||
On March 28, 2012, BlueFire finalized a committed equity facility (the “Equity Facility”) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”), whereby the parties entered into (i) a committed equity facility agreement (the “Equity Agreement”) and (ii) a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Equity Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of the Registration Statement (as defined below), TCA committed to purchase up to $2,000,000 of BlueFire’s common stock, par value $0.001 per share (the “Shares”), pursuant to Advances (as defined below), covering the Registrable Securities (as defined below). The purchase price of the Shares under the Equity Agreement is equal to ninety-five percent (95%) of the lowest daily volume weighted average price of BlueFire’s common stock during the five (5) consecutive trading days after BlueFire delivers to TCA an Advance notice in writing requiring TCA to advance funds (an “Advance”) to BlueFire, subject to the terms of the Equity Agreement. The “Registrable Securities” include (i) the Shares; and (ii) any securities issued or issuable with respect to the Shares by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As further consideration for TCA entering into and structuring the Equity Facility, BlueFire paid to TCA a fee by issuing to TCA shares of BlueFire’s common stock that equal a dollar amount of $110,000 (the “Facility Fee Shares”). It is the intention of BlueFire and TCA that the value of the Facility Fee Shares shall equal $110,000. In the event the value of the Facility Fee Shares issued to TCA does not equal $110,000 after a nine month evaluation date, the Equity Agreement provides for an adjustment provision allowing for necessary action (either the issuance of additional shares to TCA or the return of shares previously issued to TCA to BlueFire’s treasury) to adjust the number of Facility Fee Shares issued. BlueFire also entered into the Registration Rights Agreement with TCA. Pursuant to the terms of the Registration Rights Agreement, BlueFire is obligated to file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC’) to cover the Registrable Securities within 45 days of closing. BlueFire must use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC by a date that is no later than 90 days following closing. | |||||||||
In connection with the issuance of approximately 280,000 shares for the $110,000 facility fee as described above, the Company capitalized said amount within deferred financings costs, along with other costs incurred as part Equity Facility and the Convertible Note described below. Additional costs related to the Equity Facility and paid from the funds of the Convertible Note described below, were approximately $60,000. Aggregate costs of the Equity Facility were $170,000. Because these costs were to access the Equity Facility, earned by TCA regardless of the Company drawing on the Equity Facility, and not part of a funding, they are treated akin to debt costs. The deferred financings costs related to the Equity Facility were amortized over one (1) year on a straight-line basis. The Company believed this accelerated amortization, which is less than the two year Equity Facility term, was appropriate based on substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2012, the Company determined that it was not probable the Registration Statement would become effective under the original structure of the agreement and accordingly, wrote off all remaining deferred financing costs related to the Equity Agreement. Amortization of the deferred financing costs during the nine months ended September 30, 2013 was $0. | |||||||||
On March 28, 2012, BlueFire entered into a security agreement (the “Security Agreement”) with TCA, related to a $300,000 convertible promissory note issued by BlueFire in favor of TCA (the “Convertible Note”). The Security Agreement grants to TCA a continuing, first priority security interest in all of BlueFire’s assets, wheresoever located and whether now existing or hereafter arising or acquired. On March 28, 2012, BlueFire issued the Convertible Note in favor of TCA. The maturity date of the Convertible Note was March 28, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum with a default rate of eighteen percent (18%) per annum. The Convertible Note is convertible into shares of BlueFire’s common stock at a price equal to ninety-five percent (95%) of the lowest daily volume weighted average price of BlueFire’s common stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at BlueFire’s option without penalty. The proceeds received by the Company under the purchase agreement are expected to be used for general working capital purposes which include costs expected to be reimbursed under the DOE cost share program. | |||||||||
In connection with the Convertible Note, approximately $93,000 was withheld and immediately disbursed to cover costs of the Convertible Note and Equity Facility described above. The costs related to the Convertible Note were $24,800 which were capitalized as deferred financing costs; were amortized on a straight-line basis over the term of the Convertible Note. In addition, $7,500 was dispersed to cover legal fees. After all costs, the Company received approximately $207,000 in cash from the Convertible Note. Amortization of the deferred financing costs during the nine months ended September 30, 2013 and 2012 was approximately $38,600, and $42,000, respectively. As of September 30, 2013, there were no remaining deferred financing costs. | |||||||||
This note contains an embedded conversion feature whereby the holder can convert the note at a discount to the fair value of the Company’s common stock price. Based on applicable guidance the embedded conversion feature is considered a derivative instrument and bifurcated. This liability is recorded on the face of the financial statements as “derivative liability”, and must be revalued each reporting period. | |||||||||
The Company discounted the note by the fair market value of the derivative liability upon inception of the note. This discount was accreted back to the face value of the note over the note term. | |||||||||
Using the Black-Scholes pricing model, with the inputs listed below, we calculated the fair market value of the conversion feature to be $162,500 at the notes inception. The Company revalued the conversion feature at September 30, 2013 in the same manor with the inputs listed below and recognized a gain on the change in fair value of the derivative liability on the accompanying statement of operations of $8,500. | |||||||||
September 30, 2013 | 31-Dec-12 | ||||||||
Annual dividend yield | - | - | |||||||
Expected life (years) | 0.01 | 0.24 | |||||||
Risk-free interest rate | 0.03 | % | 0.16 | % | |||||
Expected volatility | 127 | % | 77 | % | |||||
Warrants Exercised | |||||||||
Some of our previously outstanding warrants contained a provision in which the exercise price is to be adjusted for future issuances of common stock at prices lower than their current exercise price. | |||||||||
In 2012, certain shareholders’ owning an aggregate of 5,740,741 warrants made claims of the Company that the exercise price of their warrants should have been adjusted due to a certain issuance of common shares by the Company (see Note 6). The Company initially believed that said issuance would not trigger adjustment based on the terms of the respective agreements. | |||||||||
On December 4, 2012, these shareholders presented exercise forms to the Company to exercise all 5,740,741 warrants for a like amount of common shares. The warrants were exercised at $0.00, which is the amount the shareholders’ believed the new exercise price should be based the ratchet provision and their claims. | |||||||||
On February 26, 2013, the Company received notice that the Court issued an Order in connection with these certain shareholders’ claims of breach of contract and declaratory relief related to 5,740,741 warrants issued by the Company (see Note 6). | |||||||||
Pursuant to the Order, the Court ruled in favor of the shareholders on the two claims, finding that the Warrants contain certain anti-dilution protective provisions which provide for the re-adjustment of the exercise price of such Warrants upon certain events and that such exercise price per share of the Warrants must be decreased to $0.00. | |||||||||
The Company has considered these warrants exercised based on the notice of exercise received from the respective shareholders in December 2012. The Company determined, that based on the Order by the Court a ratchet event had taken place based on the Order and claims made. The Company used December 4, 2012 as the date in which the new terms were considered to be in force based on the Shareholders’ notice to exercise on that date and the Courts subsequent Order that allowed the Shareholders to do so. | |||||||||
As such, the modification of the exercise price was treated as an extinguishment of the warrants under the previous terms, with a revaluation of the warrants with new terms. As such, the warrant liability was valued immediately before extinguishment with the gain/loss recognized through earnings and remaining value reclassified to equity. Because there was only approximately one week of remaining life under the unmodified terms and because the previous exercise price was out of the money ($2.90) compared to the price of our common stock on the day of extinguishment ($0.14), the warrant value upon extinguishment was considered to be near zero based on a Black-Scholes calculation, which also used volatility of 104.2% and risk-free rate of 0.07%. Because the warrant liability was also valued near zero as of September 30, 2012, there was no value transferred to equity. | |||||||||
In addition, the new warrant liability was valued immediately after the modification but prior to the exercise by the Shareholders with the new value being recognized through earnings. The “new” warrants had a fixed price, fixed number of shares, and effectively no ratchet provision based on the Order. There were no circumstances at that time that would require or allow for net cash settlement. As such, the warrants qualified for equity accounting under ASC 815. The Company valued the warrants with new terms at approximately $804,000 based on the fair value of the Company’s common stock on December 4, 2012 ($0.14) as it was considered an immediate exercise and therefore, the value of the shares was known on the date of exercise. Accordingly, the warrants were considered committed shares to be issued in the consolidated balance sheets as of December 31, 2012. On August 2, 2013, the Company issued these 5,740,741 shares and the value transferred to additional paid-in capital. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 10 - Subsequent Events | |
Subsequent to September 30, 2013, the holder of various convertible notes, converted $25,600 in principal and $2,120 of accrued interest into 5,419,231 shares of common stock. See Note 4 for more information on the conversion features of the notes. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Going Concern | ' | ||||
Going Concern | |||||
The Company is a development-stage company which has incurred losses since Inception. Management has funded operations primarily through proceeds received in connection with a reverse merger, loans from its majority shareholder, the private placement of the Company’s common stock in December 2007 for net proceeds of approximately $14,500,000, the issuance of convertible notes with warrants in July and in August 2007, convertible notes issued in 2012 and 2013, and Department of Energy reimbursements from 2009 through the present. The Company may encounter difficulties in establishing operations due to the time frame of developing, constructing and ultimately operating the planned bio-refinery projects. | |||||
As of September 30, 2013, the Company has negative working capital of approximately $2,127,000. Management has estimated that operating expenses for the next 12 months will be approximately $1,700,000, excluding engineering costs related to the development of bio-refinery projects. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Throughout the remainder of 2013, the Company intends to fund its operations with reimbursements under the Department of Energy contract, as well as seek additional funding in the form of equity or debt. However, the Company’s ability to get reimbursed under the DOE contract is dependent on the availability of cash to pay for the related costs. As of November 20, 2013, the Company expects the current resources available to them will only be sufficient for a period of approximately one month unless significant additional financing is received. Management has determined that the general expenditures must be reduced and additional capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short term capital we may consume all of our cash reserved for operations. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties. | |||||
Additionally, the Company’s Lancaster plant is currently shovel ready, except for the air permit which the Company will need to renew as stated below, and only requires minimal capital to maintain until funding is obtained for the construction. The preparation for the construction of this plant was the primary capital use in prior years. In December 2011, BlueFire requested an extension to pay the project’s permits for an additional year while we awaited potential financing. The Company has let the air permits expire as there were no more extensions available and management deemed the project not likely to start construction in the short-term. BlueFire will need to resubmit for air permits once it is able to raise the necessary financing. The Company sees this project on hold until we receive the funding to construct the facility. | |||||
As of December 31, 2010, the Company completed the detailed engineering on our proposed Fulton Project, procured all necessary permits for construction of the plant, and began site clearing and preparation work, signaling the beginning of construction. As of December 31, 2012, all site preparation activities have been completed, including clearing and grating of the site, building access roads, completing railroad tie-ins to connect the site to the rail system, and finalizing the layout plan to prepare for the site foundation. However, as additional capital and/or cost share funds become available, additional work may be completed, such as retaining wall construction, utility infrastructure placement, and the preparation of construction staging areas. | |||||
We estimate the total construction cost of the bio-refineries to be in the range of approximately $300 million for the Fulton Project and approximately $100 million to $125 million for the Lancaster Biorefinery. These cost approximations do not reflect any increase/decrease in raw materials or any fluctuation in construction cost that would be realized by the dynamic world metals markets. The Company is currently in discussions with potential sources of financing for these facilities but no definitive agreements are in place. The Company cannot continue significant development or furtherance of the Fulton project until financing for the construction of the Fulton plant is obtained, however the Company has continued to improve and modify plans to for construction in contemplation of different configurations that would be advantageous for potential investors. | |||||
Basis of Presentation | ' | ||||
Basis of Presentation | |||||
The accompanying unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2012. The results of operations for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year. | |||||
Principles of Consolidation | ' | ||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned subsidiaries, BlueFire Ethanol, Inc., and Sucre Source LLC. BlueFire Ethanol Lancaster, LLC, and BlueFire Fulton Renewable Energy LLC (excluding 1% interest sold) are wholly-owned subsidiaries of BlueFire Ethanol, Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. | |||||
Project Development | ' | ||||
Project Development | |||||
Project development costs are either expensed or capitalized. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the research and development expenses related to the Company’s future cellulose-to-ethanol production facilities. During the three and nine months ended September 30, 2013 and 2012, and for the period from March 28, 2006 (Inception) to September 30, 2013, research and development costs, net of stock-based compensation, included in Project Development expense were approximately $135,000, $129,000, $382,000, $420,000, and $15,320,590, respectively. | |||||
Convertible Debt | ' | ||||
Convertible Debt | |||||
Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20 “Debt with Conversion and Other Options”. ASC 470-20 governs the calculation of an embedded beneficial conversion, which is treated as an additional discount to the instruments where derivative accounting (explained below) does not apply. The amount of the value of warrants and beneficial conversion feature may reduce the carrying value of the instrument to zero, but no further. The discounts relating to the initial recording of the derivatives or beneficial conversion features are accreted over the term of the debt. | |||||
The Company calculates the fair value of warrants and conversion features issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718 “Compensation – Stock Compensation”, except that the contractual life of the warrant or conversion feature is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. | |||||
The Company accounts for modifications of its BCF’s in accordance with ASC 470-50 “Modifications and Extinguishments”. ASC 470-50 requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment. | |||||
Equity Instruments Issued with Registration Rights Agreement | ' | ||||
Equity Instruments Issued with Registration Rights Agreement | |||||
The Company accounts for these penalties as contingent liabilities, applying the accounting guidance of ASC 450 “Contingencies”. This accounting is consistent with views established in ASC 825 “Financial Instruments”. Accordingly, the Company recognizes damages when it becomes probable that they will be incurred and amounts are reasonably estimable. | |||||
In connection with the Company signing the $10,000,000 Purchase Agreement with LPC, the Company was required to file a registration statement related to the transaction with the SEC covering the shares that may be issued to LPC under the Purchase Agreement within ten days of the agreement, and the registration statement was to be declared effective by March 31, 2011. The registration statement was declared effective on May 10, 2011, without any penalty, and LPC did not terminate the Purchase Agreement. | |||||
In connection with the Company signing the $2,000,000 Equity Facility with TCA on March 28, 2012, the Company agreed to file a registration statement related to the transaction with the Securities and Exchange Commission (“SEC“) covering the shares that may be issued to TCA under the Equity Facility within 45 days of closing. Although under the Registration Rights Agreement the registration statement was to be declared effective within 90 days following closing, it has yet to be declared effective. The Company is working with TCA to resolve this issue. There has been no accrual for any penalties as it relates to the Equity Facility Registration Rights Agreement. The penalty for filing to get the registration statement effective is capped at $20,000, and the Company believes that any penalty is remote as the terms of the TCA Agreement, when combined with the debt portion of financing from TCA, both of which were provided by TCA, prevent us from having it declared effective. | |||||
Fair Value of Financial Instruments | ' | ||||
Fair Value of Financial Instruments | |||||
The Company follows the accounting guidance under ASC 820 “Fair Value Measurements and Disclosures.” Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: | |||||
● | Level 1. Observable inputs such as quoted prices in active markets; | ||||
● | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | ||||
● | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||
The Company did not have any level 1 financial instruments at September 30, 2013 or December 31, 2012. | |||||
As of September 30, 2013, the Company’s warrant liability and derivative liability are considered level 2 items (see Notes 4 and 5). | |||||
As of September 30, 2013 and December 31, 2012 the Company’s redeemable non-controlling interest is considered a level 3 item and changed during nine months ended September 30, 2013 as follows: | |||||
Balance at December 31, 2012 | $ | 849,945 | |||
Net loss attributable to non-controlling interest | (3,118 | ) | |||
Balance at September 30, 2013 | $ | 846,827 | |||
Risks and Uncertainties | ' | ||||
Risks and Uncertainties | |||||
The Company’s operations are subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives. Design and development of new products are important elements to achieve and maintain profitability in the Company’s industry segment. The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company’s financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. | |||||
Loss per Common Share | ' | ||||
Loss per Common Share | |||||
The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the consolidated statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. As of September 30, 2013 and 2012, the Company had 0 and 1,229,659 options and 928,571 and 6,891,534 warrants, respectively, for which all of the exercise prices were in excess of the average closing price of the Company’s common stock during the corresponding quarter and thus no shares are considered dilutive under the treasury stock method of accounting and their effects would have been antidilutive due to the loss in certain of the periods presented. | |||||
Derivative Financial Instruments | ' | ||||
Derivative Financial Instruments | |||||
We do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of our financial instruments. However, under the provisions ASC 815 – “Derivatives and Hedging” certain financial instruments that have characteristics of a derivative, as defined by ASC 815, such as embedded conversion features on our Convertible Notes, that are potentially settled in the Company’s own common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value each reporting period. | |||||
The value of the embedded conversion feature is determined using the Black-Scholes option pricing model. All future changes in the fair value of the embedded conversion feature will be recognized currently in earnings until the note is converted or redeemed. Determining the fair value of derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rate risk, credit risk, volatility and other factors. The use of different assumptions could have a material effect on the estimated fair value amounts. | |||||
Redeemable - Noncontrolling Interest | ' | ||||
Redeemable - Non-controlling Interest | |||||
Redeemable interest held by third parties in subsidiaries owned or controlled by the Company is reported on the consolidated balance sheets outside permanent equity. All non-controlling interest reported in the consolidated statements of operations reflects the respective interests in the income or loss after income taxes of the subsidiaries attributable to the other parties, the effect of which is removed from the net income or loss available to the Company. The Company accretes the redemption value of the redeemable non-controlling interest over the redemption period. | |||||
New Accounting Pronouncements | ' | ||||
New Accounting Pronouncements | |||||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Schedule of Redeemable Noncontrolling Interest Considered Level Three | ' | ||||
As of September 30, 2013 and December 31, 2012 the Company’s redeemable non-controlling interest is considered a level 3 item and changed during nine months ended September 30, 2013 as follows: | |||||
Balance at December 31, 2012 | $ | 849,945 | |||
Net loss attributable to non-controlling interest | (3,118 | ) | |||
Balance at September 30, 2013 | $ | 846,827 |
Convertible_Note_Payable_Table
Convertible Note Payable (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Convertible Notes Payable [Abstract] | ' | ||||
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | ' | ||||
During the nine months ending September 30, 2013, the range of inputs used to calculate derivative liabilities noted above were as follows: | |||||
Nine months ending | |||||
September 30, 2013 | |||||
Annual dividend yield | - | ||||
Expected life (years) | 0.01 - 0.72 | ||||
Risk-free interest rate | 0.03 - 0.12 | % | |||
Expected volatility | 61.34 - 134.92 | % |
Outstanding_Warrant_Liability_
Outstanding Warrant Liability (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Schedule of Black-Scholes Option Pricing Model Assumptions to Estimate Fair Value of Warrants | ' | ||||||||
The Company assesses the fair value of the warrants quarterly based on the Black-Scholes pricing model. See below for variables used in assessing the fair value. | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Annual dividend yield | - | - | |||||||
Expected life (years) | 2.3 | 3.05 | |||||||
Risk-free interest rate | 0.5 | % | 0.72 | % | |||||
Expected volatility | 131 | % | 117 | % |
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||
Fair Market Value of Conversion Feature of Convertible Promissory Note | ' | ||||||||
The Company revalued the conversion feature at September 30, 2013 in the same manor with the inputs listed below and recognized a gain on the change in fair value of the derivative liability on the accompanying statement of operations of $8,500. | |||||||||
September 30, 2013 | 31-Dec-12 | ||||||||
Annual dividend yield | - | - | |||||||
Expected life (years) | 0.01 | 0.24 | |||||||
Risk-free interest rate | 0.03 | % | 0.16 | % | |||||
Expected volatility | 127 | % | 77 | % |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 90 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||
Dec. 31, 2007 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2011 | Mar. 28, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Stock Option [Member] | Stock Option [Member] | Warrant [Member] | Warrant [Member] | Next Twelve Months [Member] | Blue Fire Fulton Renewable Energy LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | TCA [Member] | Fulton Project [Member] | Fulton Project [Member] | Fulton Project [Member] | |||||||
Minimum [Member] | Maximum [Member] | ||||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of stock through private placement | $14,500,000 | ' | ' | ' | ' | $544,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital deficit | ' | 2,127,000 | ' | 2,127,000 | ' | 2,127,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated operating expenses | ' | 288,048 | 437,684 | 933,338 | 1,407,366 | 39,406,187 | ' | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' |
Construction costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | 100,000,000 | 125,000,000 |
Ownership interest in Bluefire Fulton Renewable Energy LLC sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' |
Research and development expenses | ' | 135,000 | 129,000 | 382,000 | 420,000 | 15,320,590 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase agreement amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 2,000,000 | ' | ' | ' |
Penalty for filing to get the registration statement effective | ' | ' | ' | $20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | ' | ' | ' | ' | ' | ' | 0 | 1,229,659 | 928,571 | 6,891,534 | ' | ' | ' | ' | ' | ' | ' |
Recovered_Sheet1
Summary Of Significant Accounting Policies - Schedule of Redeemable Noncontrolling Interest Considered Level Three (Details) (USD $) | 3 Months Ended | 9 Months Ended | 90 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Balance at the beginning | ' | ' | $849,945 | ' | ' |
Net loss attributable to noncontrolling interest | -376 | -233 | -3,118 | -2,775 | -15,672 |
Balance at the end | $846,827 | ' | $846,827 | ' | $846,827 |
Development_Contracts_Details_
Development Contracts (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 90 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 30, 2011 | Dec. 31, 2009 | Oct. 31, 2007 | Sep. 30, 2013 | Dec. 31, 2009 | Dec. 31, 2009 | Oct. 31, 2007 | Feb. 28, 2007 | Oct. 31, 2007 | |
U.S. Department Of Energy [Member] | U.S. Department Of Energy [Member] | U.S. Department Of Energy [Member] | U.S. Department Of Energy [Member] | U.S. Department Of Energy [Member] | U.S. Department Of Energy [Member] | U.S. Department Of Energy [Member] | U.S. Department Of Energy [Member] | U.S. Department Of Energy [Member] | ||||||
Phase II [Member] | Project One [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | ||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from Grants | $219,017 | $166,421 | $836,956 | $378,232 | $7,455,286 | ' | $88,000,000 | $10,000,000 | ' | $81,000,000 | $7,000,000 | ' | $40,000,000 | ' |
Award, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | 40.00% |
Reimbursements received under awards plan | ' | ' | 11,709,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total grant available to Entity under awards | ' | ' | ' | ' | ' | ' | ' | ' | 87,560,000 | ' | ' | ' | ' | ' |
Unreimbursed amount under this plan | ' | ' | ' | ' | ' | ' | ' | ' | 75,486,000 | ' | ' | ' | ' | ' |
Company received overpayment from cumulative reimbursement | ' | ' | ' | ' | ' | $354,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Note_Payable_Detai
Convertible Note Payable (Details Narrative) (USD $) | 0 Months Ended | 9 Months Ended | ||||||
Jun. 13, 2013 | Feb. 11, 2013 | Dec. 21, 2012 | Oct. 11, 2012 | Jul. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 28, 2012 | |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory note | ' | ' | ' | ' | ' | ' | ' | $300,000 |
Convertible note issued | 32,500 | 53,000 | 32,500 | 37,500 | 63,500 | ' | ' | ' |
Debt conversion, original debt, interest rate of debt | 8.00% | 8.00% | 8.00% | 80.00% | 8.00% | ' | ' | ' |
Debt conversion, converted instrument, expiration or due date | 17-Mar-14 | 13-Nov-13 | 26-Sep-13 | 15-Jul-13 | 2-May-13 | ' | ' | ' |
Debt instrument convertible conversion price description | ' | ' | ' | ' | ' | ' | ' | ' |
The conversion price is calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. | The convertible promissory note is convertible into shares of the Company’s common stock after six months. The conversion price is calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. | The conversion price is calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. | The conversion price was calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. | The convertible promissory note was convertible into shares of the Company’s common stock after six months. The conversion price was calculated by multiplying 58% (42% discount to market) by the average of the lowest three closing bid prices during the 10 days prior to the conversion date. | ||||
Derivative liability, fair value, net | ' | 49,500 | 15,600 | 66,000 | ' | ' | ' | ' |
Excessive value of the derivative liabilities | ' | ' | ' | 28,507 | ' | ' | ' | ' |
Amortization of debt discount | ' | ' | 0 | ' | ' | 6,000 | ' | ' |
Debt instrument, unamortized discount | ' | ' | ' | ' | ' | 16,339 | 41,502 | ' |
Gain loss on fair value hedges recognized | ' | ' | ' | ' | ' | 8,504 | ' | ' |
Amortization amount | ' | ' | ' | ' | ' | 25,000 | ' | ' |
Amortization of deferred financing costs | ' | ' | ' | ' | ' | 1,000 | ' | ' |
Debt instrument, discount | ' | ' | ' | ' | ' | 8,000 | ' | ' |
Note One [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability, fair value, net | ' | ' | ' | ' | ' | 47,000 | ' | ' |
Note One [Member] | Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | 1,642,578 | ' | ' |
Note Two [Member] | Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | 2,262,860 | ' | ' |
Amortization of debt discount | ' | ' | ' | ' | ' | 37,500 | ' | ' |
Note Three [Member] | Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | 4,017,599 | ' | ' |
Note Four [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | 4,269,981 | ' | ' |
Amortization of debt discount | ' | ' | ' | ' | ' | 35,100 | ' | ' |
Debt instrument, unamortized discount | ' | ' | ' | ' | ' | 14,311 | ' | ' |
Debt principal converted amount | ' | ' | ' | ' | ' | 27,400 | ' | ' |
Note Five [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability, fair value, net | ' | ' | ' | ' | ' | 139,541 | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | 12,193,017 | ' | ' |
Debt principal converted amount | ' | ' | ' | ' | ' | 166,000 | ' | ' |
Derivative liability, notional amount | ' | ' | ' | ' | ' | $30,000 | ' | ' |
Convertible_Notes_Payable_Sche
Convertible Notes Payable - Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Short-term Debt [Line Items] | ' | ' |
Annual dividend yield | 0.00% | 0.00% |
Expected life (years) | '2 years 3 months 18 days | '3 years 18 days |
Risk-free interest rate | 0.50% | 0.72% |
Expected volatility | 131.00% | 117.00% |
Minimum [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Annual dividend yield | ' | ' |
Expected life (years) | '4 days | ' |
Risk-free interest rate | 0.03% | ' |
Expected volatility | 61.34% | ' |
Maximum [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Annual dividend yield | ' | ' |
Expected life (years) | '8 months 19 days | ' |
Risk-free interest rate | 0.12% | ' |
Expected volatility | 134.92% | ' |
Outstanding_Warrant_Liability_1
Outstanding Warrant Liability (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 90 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||
Aug. 02, 2013 | Jan. 01, 2009 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jan. 01, 2009 | Jan. 19, 2011 | Jan. 01, 2009 | Jan. 01, 2009 | Oct. 19, 2009 | Sep. 30, 2013 | Sep. 30, 2013 | |
Warrant One [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Maximum [Member] | August 2007 [Member] | December 2007 [Member] | ||||||||
Period One [Member] | Period Two [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants no longer afforded equity treatment | ' | 6,962,963 | ' | ' | ' | ' | ' | ' | ' | 5,962,563 | 1,000,000 | ' | ' | ' |
Warrants exercise price | ' | ' | ' | ' | ' | ' | ' | 2.9 | ' | ' | ' | ' | ' | ' |
Warrant expire date | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2012-12-31 | '2010-08-31 | ' | ' | ' |
Cumulative effect of warrants reclassified | ' | $15,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of long term warrant liability | ' | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) from change in fair value of warrant liability | ' | ' | 0 | 0 | 0 | 1,000 | 2,516,000 | ' | ' | ' | ' | ' | ' | ' |
Cancellation of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 673,200 | ' | ' |
Cancellation of warrants value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 220,000 | ' | ' |
Warrants issued | 5,740,741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Stock Issued During Period, Shares, New Issues | 5,740,741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 689,655 | 5,740,741 |
Number of warrants issued to purchase common stock | ' | ' | ' | ' | ' | ' | ' | ' | 428,571 | ' | ' | ' | ' | ' |
Gain on change in fair value of warrant liability | ' | ' | $400 | $7,000 | $22,200 | $1,000 | $125,400 | ' | ' | ' | ' | ' | ' | ' |
Outstanding_Warrant_Liability_2
Outstanding Warrant Liability - Schedule of Black-Scholes Option Pricing Model Assumptions to Estimate Fair Value of Warrants (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' |
Annual dividend yield | 0.00% | 0.00% |
Expected life (years) | '2 years 3 months 18 days | '3 years 18 days |
Risk-free interest rate | 0.50% | 0.72% |
Expected volatility | 131.00% | 117.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 90 Months Ended | ||||
Jul. 20, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Aug. 02, 2013 | Feb. 26, 2013 | |
Number | ||||||||
CommitmentsAndContingenciesDisclosureLineItems [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Primary lease term | '30 year | ' | ' | ' | ' | ' | ' | ' |
Number of rights for additional thirty year terms | 2 | ' | ' | ' | ' | ' | ' | ' |
Lease rate per acre, per month | $10,300 | ' | ' | ' | ' | ' | ' | ' |
Lease rate renewal term | '5 years | ' | ' | ' | ' | ' | ' | ' |
Rent expense under non-cancellable leases | ' | 30,900 | 30,900 | 92,700 | 92,700 | 400,700 | ' | ' |
Accrued lease payments | ' | 202,400 | ' | 202,400 | ' | 202,400 | ' | ' |
Value of cost reduction on lease amount by county | ' | ' | ' | $96,100 | ' | ' | ' | ' |
Class of warrant or right claims of breach of contract and declaratory relief number of warrants | ' | 5,740,741 | ' | 5,740,741 | ' | 5,740,741 | ' | 5,740,741 |
Warrants issued | ' | ' | ' | ' | ' | ' | 5,740,741 | ' |
Warrant [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
CommitmentsAndContingenciesDisclosureLineItems [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants decreased exercise price | ' | $0 | ' | $0 | ' | $0 | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 90 Months Ended | |||
Dec. 15, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 04, 2012 | |
Net proceeds from related party loan payable | $200,000 | ' | ' | ' | ' | ' | ' | ' |
Loan agreement, one-time fees as a percentage of loan | 15.00% | ' | ' | ' | ' | ' | ' | ' |
Loan agreement, one-time fees payable in shares of common stock, per-share value | $0.50 | ' | ' | ' | ' | ' | ' | ' |
Loan agreement, warrants issued | 500,000 | ' | ' | ' | ' | ' | ' | ' |
Warrants exercise price | $0.50 | $2.90 | ' | $2.90 | ' | ' | $2.90 | $0 |
Warrant expiration date | 15-Dec-13 | ' | ' | ' | ' | ' | ' | ' |
Investment financing or a commitment amount from third party | -1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of the warrants | 83,736 | ' | ' | ' | ' | ' | ' | 804,000 |
Expected volatility | ' | ' | ' | 131.00% | ' | 117.00% | ' | ' |
Risk-free interest rate | ' | ' | ' | 0.50% | ' | 0.72% | ' | ' |
Annual dividend yield | ' | ' | ' | 0.00% | ' | 0.00% | ' | ' |
Expected life (years) | ' | ' | ' | '2 years 3 months 18 days | ' | '3 years 18 days | ' | ' |
Amortized discount on interest expense | ' | 0 | 0 | 0 | 0 | ' | 83,736 | ' |
Interest expense | ' | $0 | $0 | $0 | $0 | ' | $30,000 | ' |
Scenario Four [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Loan repayment period | '30 days | ' | ' | ' | ' | ' | ' | ' |
Related Party Transactions [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility | 112.60% | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate | 1.10% | ' | ' | ' | ' | ' | ' | ' |
Annual dividend yield | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Expected life (years) | '3 years | ' | ' | ' | ' | ' | ' | ' |
Redeemable_Noncontrolling_Inte1
Redeemable Non-controlling Interest (Details Narratives) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 90 Months Ended | |||
Dec. 23, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2011 | |
Noncontrolling Interest [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in Bluefire Fulton Renewable Energy LLC sold | 1.00% | ' | ' | ' | ' | ' | ' |
Proceeds from sale of LLC Unit | $750,000 | ' | ' | ' | ' | $750,000 | ' |
Ownership interest in Bluefire Fulton Renewable Energy LLC | 99.00% | ' | ' | ' | ' | ' | ' |
Redeemable noncontrolling interest | 862,500 | ' | ' | ' | ' | ' | 862,500 |
Net loss attributable to noncontrolling interest | ' | $376 | $233 | $3,118 | $2,775 | $15,672 | ' |
Stockholders_Deficit_Details_N
Stockholders' Deficit (Details Narrative) (USD $) | 0 Months Ended | 9 Months Ended | 90 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 90 Months Ended | 3 Months Ended | 9 Months Ended | 90 Months Ended | 3 Months Ended | 9 Months Ended | 90 Months Ended | |||||||||||||||||||||
Aug. 02, 2013 | Dec. 15, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 13, 2013 | Feb. 26, 2013 | Feb. 11, 2013 | Dec. 31, 2012 | Dec. 21, 2012 | Dec. 04, 2012 | Oct. 11, 2012 | Jul. 31, 2012 | Jan. 19, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 19, 2011 | Jan. 19, 2013 | Mar. 28, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Capital Fund, LLC [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | TCA Global Credit Master Fund, LP [Member] | Stock Purchase Agreement [Member] | Stock Purchase Agreement [Member] | Stock Purchase Agreement [Member] | Stock Purchase Agreement [Member] | Stock Purchase Agreement [Member] | General And Administrative Expenses [Member] | General And Administrative Expenses [Member] | General And Administrative Expenses [Member] | General And Administrative Expenses [Member] | General And Administrative Expenses [Member] | Project Development Expenses [Member] | Project Development Expenses [Member] | Project Development Expenses [Member] | Project Development Expenses [Member] | Project Development Expenses [Member] | ||||||||||||||
Initial Purchase [Member] | Minimum [Member] | Maximum [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||
Recognized stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $48,200 | $9,100 | $92,200 | $6,481,600 | $0 | $0 | $0 | $0 | $4,468,000 |
Common shares issued for services, shares | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 280,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for services, value | ' | ' | 9,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase agreement signed amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | 150,000 | 35,000 | 500,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock purchase agreement, maximum share price that LPC shall not have right or obligation to purchase shares | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for cash, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 428,571 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercise price | ' | $0.50 | $2.90 | ' | $2.90 | ' | ' | ' | ' | ' | $0 | ' | ' | ' | $0.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant expiration date | ' | 15-Dec-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Jan-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, new issues | 5,740,741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional shares issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,315 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company drew on purchase agreement | ' | ' | ' | 35,000 | 14,745,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 35,000 | 385,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity agreement period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price of shares as a percentage of lowest daily volume weighted average price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' | ' | ' | 95.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registration statement filing period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '45 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Registration statement effective period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of stock issue costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized deferred costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financings costs, amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred financing costs | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 38,600 | 42,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note issued | ' | ' | ' | ' | ' | 32,500 | ' | 53,000 | ' | 32,500 | ' | 37,500 | 63,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible note default interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment for financing and issue cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized deferred financings costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,800 | 24,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of legal fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible notes payable | ' | ' | 110,000 | 363,500 | 3,005,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 207,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of the conversion feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 162,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on derivative instruments net | ' | ' | 8,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right exercise price claim on number of warrants | ' | ' | ' | ' | ' | ' | ' | ' | 5,740,741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right exercise form presented on number of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,740,741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right claims of breach of contract and declaratory relief number of warrants | ' | ' | 5,740,741 | ' | 5,740,741 | ' | 5,740,741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quoted market price common stock | ' | ' | $0.14 | ' | $0.14 | ' | ' | ' | ' | ' | $0.14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility | ' | ' | 104.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate | ' | ' | 0.07% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants based on common stock | ' | $83,736 | ' | ' | ' | ' | ' | ' | ' | ' | $804,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Deficit_Fair_Mark
Stockholders' Deficit - Fair Market Value of Conversion Feature of Convertible Promissory Note (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Annual dividend yield | 0.00% | 0.00% |
Expected life (years) | '2 years 3 months 18 days | '3 years 18 days |
Risk-free interest rate | 0.50% | 0.72% |
Expected volatility | 131.00% | 117.00% |
Convertible Notes Payable [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Annual dividend yield | 0.00% | 0.00% |
Expected life (years) | '4 days | '2 months 27 days |
Risk-free interest rate | 0.03% | 0.16% |
Expected volatility | 127.00% | 77.00% |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 9 Months Ended | 90 Months Ended | 0 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Conversion of short-term convertible notes payable | $101,000 | ' | $2,101,000 | $25,600 |
Value of accrued interest converted into common stock | ' | ' | ' | $2,120 |
Debt conversion, converted instrument, shares issued | ' | ' | ' | 5,419,231 |