Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document And Entity Information | |
Entity Registrant Name | Bluefire Renewables, Inc. |
Entity Central Index Key | 1370489 |
Document Type | S-1 |
Document Period End Date | 30-Sep-14 |
Amendment Flag | FALSE |
Entity Filer Category | Smaller Reporting Company |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | |||
Cash and cash equivalents | $86,868 | $46,992 | $59,603 |
Accounts receivable | 3,538 | ||
Costs of financing | 1,031 | 25,644 | |
Prepaid expenses | 13,163 | 4,636 | 8,952 |
Total current assets | 100,031 | 52,659 | 97,737 |
Property, plant and equipment, net of accumulated depreciation of $106,746, $106,041 and $103,519, respectively | 110,535 | 111,240 | 1,218,314 |
Total assets | 210,566 | 163,899 | 1,316,051 |
Current liabilities: | |||
Accounts payable | 920,964 | 1,108,684 | 1,080,056 |
Accrued liabilities | 109,086 | 272,910 | 595,760 |
Convertible notes payable, net of discount of $0, $75,695 and $41,502 respectively | 322,385 | 359,498 | |
Notes payable, net of discount of $22,017, $0 and $0, respectively | 357,983 | ||
Line of credit, related party | 45,230 | 11,230 | 15,230 |
Note payable to a related party | 200,000 | 200,000 | 200,000 |
Derivative liability | 122,309 | 59,949 | |
Total current liabilities | 1,633,263 | 2,037,518 | 2,310,493 |
Outstanding warrant liability | 241 | 58 | 22,600 |
Total liabilities | 1,633,504 | 2,037,576 | 2,333,093 |
Non-controlling interest - redeemable | 859,517 | 856,044 | 849,945 |
Stockholders' deficit: | |||
Preferred stock, no par value, 1,000,000 shares authorized; none issued and outstanding | |||
Common stock, $0.001 par value; 500,000,000, 500,000,000 and 100,000,000 shares authorized; 226,890,278, 73,486,861 and 33,591,538 shares issued; and 226,858,106, 68,910,395 and 33,559,366 outstanding, as of September 30, 2014 and December 31, 2013, December 31, 2012, respectively | 226,890 | 68,943 | 33,591 |
Additional paid-in capital | 16,561,845 | 16,123,744 | 14,847,401 |
Committed shares to be issued; 0, 0 and 5,740,741 shares at September 30, 2014, December 31, 2013 and 2012, respectively | 803,704 | ||
Treasury stock at cost, 32,172 shares at September 30, 2014, December 31, 2013 and December 31, 2012, respectively | -101,581 | -101,581 | -101,581 |
Accumulated deficit | -18,969,609 | -18,820,827 | -17,450,102 |
Total stockholders' deficit | -2,282,455 | -2,729,721 | -1,866,987 |
Total liabilities and stockholders' deficit | $210,566 | $163,899 | $1,316,051 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | |||
Property, plant and equipment, accumulated depreciation | $106,746 | $106,041 | $103,159 |
Convertible notes payable, discount | 0 | 75,695 | 41,502 |
Notes payable, discount | $22,017 | $0 | |
Preferred stock, no par value | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 100,000,000 |
Common stock, shares issued | 226,890,278 | 73,486,861 | 33,591,538 |
Common stock, shares outstanding | 226,858,106 | 68,910,395 | 33,559,366 |
Committed shares to be issued | 0 | 5,740,741 | |
Treasury stock, shares | 32,172 | 32,172 | 32,172 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Revenues: | |||||||
Consulting fees | $48,953 | $2,405 | $263,178 | $4,425 | $2,020 | $140,345 | $285,980 |
Department of energy grant revenues | 314,970 | 219,017 | 1,164,473 | 836,956 | 1,336,449 | 642,596 | 7,954,779 |
Department of Energy unbilled grant revenues | 197,041 | ||||||
Total revenues | 363,923 | 221,422 | 1,427,651 | 841,381 | 1,338,469 | 782,941 | 8,437,800 |
Cost of revenue: | |||||||
Consulting revenue | 18,792 | 31,161 | 61,391 | 61,391 | |||
Gross margin | 345,131 | 221,422 | 1,396,490 | 841,381 | 1,338,469 | 721,550 | 8,376,409 |
Operating expenses: | |||||||
Project development, including stock based compensation of $0, $0, and $4,468,490, respectively | 186,757 | 135,443 | 602,230 | 382,131 | 591,356 | 475,792 | 19,998,305 |
General and administrative, including stock based compensation of $12,215, $160,874, and $6,484,759, respectively | 264,132 | 152,605 | 739,160 | 551,207 | 716,127 | 1,281,851 | 18,782,027 |
Impairment of property and equipment | 1,162,148 | 1,162,148 | |||||
Related party license fee | 1,000,000 | ||||||
Total operating expenses | 450,889 | 288,048 | 1,341,390 | 933,338 | 2,469,631 | 1,757,643 | 40,942,480 |
Operating income (loss) | -105,758 | -66,626 | 55,100 | -91,957 | -1,131,162 | -1,036,093 | -32,566,071 |
Other income and (expense): | |||||||
Other income | 256,295 | ||||||
Financing related charge | -211,660 | ||||||
Amortization of debt discount | -47,222 | -52,511 | -131,763 | -178,127 | -221,990 | -122,953 | -1,031,776 |
Interest expense | -9,613 | -18,740 | -46,165 | -95,187 | -109,679 | -295,648 | -461,424 |
Related party interest expense | -1,458 | -467 | -3,212 | -1,386 | -1,730 | -4,845 | -175,943 |
Loss on extinguishment of debt | -2,818,370 | ||||||
Loss on warrant modification | -803,704 | -803,704 | |||||
Gain on settlement of accounts payable and accrued liabilities | 96,076 | 95,990 | 96,076 | 134,062 | 37,891 | 179,873 | |
Deobligation of Department of Energy billings in excess of estimated earnings | 354,000 | 354,000 | |||||
Gain / (loss) from change in fair value of warrant liability | 55 | 386 | -183 | 22,241 | 22,542 | 12,326 | 2,967,358 |
Gain / (loss) from change in fair value of derivative liability | -45,048 | 8,504 | -112,785 | 68,009 | 70,614 | 101,621 | 172,235 |
Loss on excess of derivative over face value | -28,507 | -124,883 | -124,883 | ||||
Loss on the retirements of warrants | -146,718 | ||||||
Total other income or (expense) | -103,286 | 33,248 | -198,118 | -116,881 | -231,064 | -721,312 | -1,844,717 |
Loss before income taxes | -209,044 | -33,378 | -143,018 | -208,838 | -1,362,226 | -1,757,405 | -34,410,788 |
Provision for income taxes | 800 | 2,291 | 751 | 2,400 | 2,400 | 87,947 | |
Net loss | -209,844 | -33,378 | -145,309 | -209,589 | -1,364,626 | -1,759,805 | -34,498,735 |
Net income (loss) attributable to non-controlling interest | 1,100 | -376 | 3,473 | -3,118 | 6,099 | -2,586 | -6,456 |
Net loss attributable to controlling interest | ($210,944) | ($33,002) | ($148,782) | ($206,471) | ($1,370,725) | ($1,757,219) | ($34,492,279) |
Basic and diluted loss per common share | $0 | $0 | $0 | ($0.01) | ($0.03) | ($0.05) | |
Weighted average common shares outstanding, basic and diluted | 187,175,232 | 42,298,786 | 151,334,103 | 38,006,195 | 44,651,379 | 32,750,207 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | 93 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Stock based compensation relating to project development expense | $0 | $0 | $4,468,490 |
Stock based compensation relating to general and administrative expense | $12,215 | $160,874 | $6,484,759 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholder's Deficit (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Committed Shares To Be Issued [Member] | Deficit Accumulated During The Development Stage [Member] | Treasury Stock [Member] | Total |
Balance at Mar. 27, 2006 | ||||||
Balance, shares at Mar. 27, 2006 | ||||||
Issuance of founder's share at $.001 per share | 17,000 | 17,000 | ||||
Issuance of founder's share at $.001 per share, shares | 17,000,000 | |||||
Common shares retained by Sucre Agricultural Corp., Shareholders | 4,028 | 685,972 | 690,000 | |||
Common shares retained by Sucre Agricultural Corp., Shareholders, shares | 4,028,264 | |||||
Costs associated with the acquisition of Sucre Agricultural Corp. | -3,550 | -3,550 | ||||
Common shares issued for services in November 2006 at $2.99 per share | 38 | 111,962 | 112,000 | |||
Common shares issued for services in November 2006 at $2.99 per share, shares | 37,500 | |||||
Common shares issued for services in November 2006 at $3.35 per share | 20 | 66,981 | 67,001 | |||
Common shares issued for services in November 2006 at $3.35 per share, shares | 20,000 | |||||
Common shares issued for services in December 2006 at $3.65 per share | 20 | 72,980 | 73,000 | |||
Common shares issued for services in December 2006 at $3.65 per share, shares | 20,000 | |||||
Common shares issued for services in December 2006 at $3.65 per share | 20 | 72,980 | 73,000 | |||
Common shares issued for services in December 2006 at $3.65 per share, shares | 20,000 | |||||
Estimated value of common shares at $3.99 per share and warrants at $2.90 issuable for services upon vesting in February 2007 | 160,000 | 160,000 | ||||
Share-based compensation related to options | 114,811 | 114,811 | ||||
Share-based compensation related to warrants | 100,254 | 100,254 | ||||
Net loss | -1,555,497 | -1,555,497 | ||||
Balance at Dec. 31, 2006 | 21,126 | 1,382,390 | -1,555,497 | -151,981 | ||
Balance, shares at Dec. 31, 2006 | 21,125,764 | |||||
Share-based compensation related to options | 4,692,863 | 4,692,863 | ||||
Common shares issued for cash in January 2007, at $2.00 per share to unrelated individuals, including costs associated with private placement of 6,250 shares and $12,500 cash paid | 285 | 755,875 | 756,160 | |||
Common shares issued for cash in January 2007, at $2.00 per share to unrelated individuals, including costs associated with private placement of 6,250 shares and $12,500 cash paid, shares | 284,750 | |||||
Amortization of share based compensation related to employment agreement in January 2007 $3.99 per share | 10 | 39,890 | 39,900 | |||
Amortization of share based compensation related to employment agreement in January 2007 $3.99 per share, shares | 10,000 | |||||
Common shares issued for services in February 2007 at $5.92 per share | 38 | 138,837 | 138,875 | |||
Common shares issued for services in February 2007 at $5.92 per share, shares | 37,500 | |||||
Adjustment to record remaining value of warrants at $4.70 per share issued for services in February 2007 | 158,118 | 158,118 | ||||
Common shares issued for services in March 2007 at $7.18 per share | 37 | 269,213 | 269,250 | |||
Common shares issued for services in March 2007 at $7.18 per share, shares | 37,500 | |||||
Fair value of warrants at $6.11 for services vested in March 2007 | 305,307 | 305,307 | ||||
Fair value of warrants at $5.40 for services vested in June 2007 | 269,839 | 269,839 | ||||
Common shares issued for services in June 2007 at $6.25 per share | 37 | 234,338 | 234,375 | |||
Common shares issued for services in June 2007 at $6.25 per share, shares | 37,500 | |||||
Share based compensation related to employment agreement in February 2007 $5.50 per share | 50 | 274,951 | 275,001 | |||
Share based compensation related to employment agreement in February 2007 $5.50 per share, shares | 50,000 | |||||
Common Shares issued for services in August 2007 at $5.07 per share | 13 | 65,901 | 65,914 | |||
Common Shares issued for services in August 2007 at $5.07 per share, shares | 13,000 | |||||
Value of warrants issued in August, 2007 for debt replacement services valued at $4.18 per share | 107,459 | 107,459 | ||||
Relative fair value of warrants associated with July 2007 convertible note agreement | 332,255 | 332,255 | ||||
Exercise of stock options in July 2007 at $2.00 per share | 20 | 39,980 | 40,000 | |||
Exercise of stock options in July 2007 at $2.00 per share, shares | 20,000 | |||||
Relative fair value of warrants and beneficial conversion feature in connection with the $2,000,000 convertible note payable in August 2007 | 2,000,000 | 2,000,000 | ||||
Stock issued in lieu of interest payments on the senior secured convertible note at $4.48 and $2.96 per share in October and December 2007 | 15 | 55,569 | 55,584 | |||
Stock issued in lieu of interest payments on the senior secured convertible note at $4.48 and $2.96 per share in October and December 2007, shares | 15,143 | |||||
Conversion of $2,000,000 note payable in August 2007 at $2.90 per share | 689 | 1,999,311 | 2,000,000 | |||
Conversion of $2,000,000 note payable in August 2007 at $2.90 per share, shares | 689,655 | |||||
Common shares issued for cash at $2.70 per share, December 2007, net of legal costs of $90,000 and placement agent cost of $1,050,000 | 5,741 | 14,354,259 | 14,360,000 | |||
Common shares issued for cash at $2.70 per share, December 2007, net of legal costs of $90,000 and placement agent cost of $1,050,000, shares | 5,740,741 | |||||
Loss on Extinguishment of debt in December 2007 | 955,637 | 955,637 | ||||
Net loss | -14,276,418 | -14,276,418 | ||||
Balance at Dec. 31, 2007 | 28,061 | 28,431,992 | -15,831,915 | 12,628,138 | ||
Balance, shares at Dec. 31, 2007 | 28,061,553 | |||||
Share-based compensation related to warrants | 3,769,276 | 3,769,276 | ||||
Common shares issued for services in July 2008 at $4.10 per share | 30 | 122,970 | 123,000 | |||
Common shares issued for services in July 2008 at $4.10 per share, shares | 30,000 | |||||
Common shares issued for services in July, September, and December 2008 at $3.75, $2.75, and $0.57 per share, respectively | 41 | 63,814 | 63,855 | |||
Common shares issued for services in July, September, and December 2008 at $3.75, $2.75, and $0.57 per share, respectively, shares | 41,500 | |||||
Purchase of treasury shares between April to September 2008 at an average of $3.12 | -101,581 | -101,581 | ||||
Purchase of treasury shares between April to September 2008 at an average of $3.12, shares | -32,172 | |||||
Net loss | -14,370,594 | -14,370,594 | ||||
Balance at Dec. 31, 2008 | 28,132 | 32,388,052 | -30,202,509 | -101,581 | 2,112,094 | |
Balance, shares at Dec. 31, 2008 | 28,100,881 | |||||
Cumulative effect of warrants reclassified | -18,586,588 | 18,586,588 | ||||
Reclassification of long term warrant liability | -2,915,136 | -2,915,136 | ||||
Common shares issued for services in June 2009 at $1.50 per share | 11 | 17,107 | 17,118 | |||
Common shares issued for services in June 2009 at $1.50 per share, shares | 11,412 | |||||
Common shares issued for services in July 2009 at $0.88 per share | 30 | 26,370 | 26,400 | |||
Common shares issued for services in July 2009 at $0.88 per share, shares | 30,000 | |||||
Common shares issued for services in August 2009 at $0.80 per share | 100 | 79,900 | 80,000 | |||
Common shares issued for services in August 2009 at $0.80 per share, shares | 100,000 | |||||
Option to purchase Common shares for services in August 2009 at an option price of $3.00 for 100,000 shares | 8,273 | 8,273 | ||||
Common shares issued for services in September and October 2009 at $0.89 and $0.95 per share, respectively | 23 | 20,678 | 20,701 | |||
Common shares issued for services in September and October 2009 at $0.89 and $0.95 per share, respectively, shares | 22,500 | |||||
Common shares to be issued for services in August 2009 at $0.80 per share | 80,000 | 80,000 | ||||
Net loss | 1,136,092 | 1,136,092 | ||||
Balance at Dec. 31, 2009 | 28,296 | 14,033,792 | -13,394,965 | -101,581 | 565,542 | |
Balance, shares at Dec. 31, 2009 | 28,264,793 | |||||
Common shares issued for services in March 2010 at $0.36 per share | 38 | 13,462 | 13,500 | |||
Common shares issued for services in March 2010 at $0.36 per share, shares | 37,500 | |||||
Common shares issued for services in May 2010 at $0.30 per share | 43 | 12,957 | 13,000 | |||
Common shares issued for services in May 2010 at $0.30 per share, shares | 43,000 | |||||
Common shares released in May 2010 issued at $0.80 per share, additional paid-in capital included in 2009 balance | 100 | -100 | ||||
Common shares released in May 2010 issued at $0.80 per share, additional paid-in capital included in 2009 balance, shares | 100,000 | |||||
Common shares issued for services in May 2010 at $0.18 per share | 38 | 6,712 | 6,750 | |||
Common shares issued for services in May 2010 at $0.18 per share, shares | 37,500 | |||||
Common shares issued for services in July 2010 at $0.24 per share | 30 | 7,170 | 7,200 | |||
Common shares issued for services in July 2010 at $0.24 per share. share | 30,000 | |||||
Common shares cancelled in October 2010 at $0.30 per share | -43 | -12,957 | -13,000 | |||
Common shares cancelled in October 2010 at $0.30 per share, shares | -43,000 | |||||
Common shares issued for services in October 2010 at $0.46 per share | 37 | 16,983 | 17,020 | |||
Common shares issued for services in October 2010 at $0.46 per share, shares | 37,000 | |||||
Common shares issued for services in November 2010 at $0.50 per share | 6 | 3,211 | 3,217 | |||
Common shares issued for services in November 2010 at $0.50 per share, shares | 6,435 | |||||
Common shares issued for services in December 2010 at $.048 per share | 10 | 4,790 | 4,800 | |||
Common shares issued for services in December 2010 at $.048 per share, shares | 10,000 | |||||
Discount on related party note payable | 83,736 | 83,736 | ||||
Net loss | -922,906 | -922,906 | ||||
Balance at Dec. 31, 2010 | 28,555 | 14,169,756 | -14,317,871 | -101,581 | -221,141 | |
Balance, shares at Dec. 31, 2010 | 28,523,228 | |||||
Loss on Extinguishment of debt in December 2007 | 0 | |||||
Common shares issued for cash at $0.35 per share in January 2011, net of discount from warrant liability of $125,562 | 429 | 24,009 | 24,438 | |||
Common shares issued for cash at $0.35 per share in January 2011, net of discount from warrant liability of $125,562, shares | 428,571 | |||||
Committed shares issued to LPC | 600 | -600 | ||||
Committed shares issued to LPC, shares | 600,000 | |||||
Common shares issued for reduction of accounts payable in March 2011 ranging from $0.47 to $0.50 per share | 60 | 29,040 | 29,100 | |||
Common shares issued for reduction of accounts payable in March 2011 ranging from $0.47 to $0.50 per share, shares | 60,000 | |||||
Common shares issued for services in March 2011 at $0.42 per share | 30 | 12,570 | 12,600 | |||
Common shares issued for services in March 2011 at $0.42 per share, shares | 30,000 | |||||
Common shares issued for services in April 2011 at $0.43 per share | 26 | 11,224 | 11,250 | |||
Common shares issued for services in April 2011 at $0.43 per share, shares | 26,042 | |||||
Common shares issued for cash in May 2011, ranging from $0.22 to $0.29 per share | 284 | 69,716 | 70,000 | |||
Common shares issued for cash in May 2011, ranging from $0.22 to $0.29 per share, shares | 284,045 | |||||
Common shares issued for services in July 2011, ranging from $0.17 to $0.20 per share | 155 | 28,977 | 29,132 | |||
Common shares issued for services in July 2011, ranging from $0.17 to $0.20 per share, shares | 155,034 | |||||
Common shares issued for services in August 2011, at $0.16 per share | 75 | 11,925 | 12,000 | |||
Common shares issued for services in August 2011, at $0.16 per share, shares | 75,000 | |||||
Common shares issued for cash in August 2011, ranging from $0.16 to $0.18 per share | 175 | 29,825 | 30,000 | |||
Common shares issued for cash in August 2011, ranging from $0.16 to $0.18 per share, shares | 175,438 | |||||
Common shares issued for services in September 2011, at $0.18 per share | 10 | 1,790 | 1,800 | |||
Common shares issued for services in September 2011, at $0.18 per share, shares | 10,000 | |||||
Common shares issued for services in October 2011, at $0.15 per share | 173 | 25,979 | 26,152 | |||
Common shares issued for services in October 2011, at $0.15 per share, shares | 173,077 | |||||
Common shares issued for services in November 2011, ranging from $0.21 to $0.23 per share | 253 | 57,006 | 57,259 | |||
Common shares issued for services in November 2011, ranging from $0.21 to $0.23 per share, shares | 253,638 | |||||
Common shares issued for cash in November 2011, ranging from $0.15 to $0.16 per share | 660 | 99,340 | 100,000 | |||
Common shares issued for cash in November 2011, ranging from $0.15 to $0.16 per share, shares | 659,894 | |||||
Common shares issued for services in December 2011, at $0.14 per share | 86 | 11,572 | 11,658 | |||
Common shares issued for services in December 2011, at $0.14 per share, shares | 85,721 | |||||
Common shares issued for settlement of accrued rent in December, 2011 at $0.14 per share | 528 | 73,390 | 73,918 | |||
Common shares issued for settlement of accrued rent in December, 2011 at $0.14 per share, shares | 527,980 | |||||
Accretion of redeemable noncontrolling interest | -112,500 | -112,500 | ||||
Net loss | -1,375,012 | -1,375,012 | ||||
Balance at Dec. 31, 2011 | 32,099 | 14,543,019 | -15,692,883 | -101,581 | -1,219,346 | |
Balance, shares at Dec. 31, 2011 | 32,067,668 | |||||
Common shares issued for services in November 2006 at $2.99 per share | 83,000 | |||||
Common shares issued for services in November 2006 at $2.99 per share, shares | 389,752 | |||||
Common shares issued for services in November 2006 at $3.35 per share | 2,100 | |||||
Common shares issued for services in November 2006 at $3.35 per share, shares | 13,889 | |||||
Common Shares issued for Legal Services in January 2012 at $0.14 per share | 80 | 11,170 | 11,250 | |||
Common Shares issued for Legal Services in January 2012 at $0.14 per share, shares | 80,357 | |||||
Common Shares and Committed Shares issued for cash to LPC in January 2012 at $0.15 per share | 235 | 34,765 | 35,000 | |||
Common Shares and Committed Shares issued for cash to LPC in January 2012 at $0.15 per share, shares | 235,465 | |||||
Common Shares issued to TCA in March 2012 at $0.39 per share | 281 | 109,719 | 110,000 | |||
Common Shares issued to TCA in March 2012 at $0.39 per share, shares | 280,612 | |||||
Common Shares issued for Legal Services in April 2012 at $0.41 per share | 81 | 32,581 | 32,662 | |||
Common Shares issued for Legal Services in April 2012 at $0.41 per share, shares | 80,645 | |||||
Common Shares issued for Legal Services in July 2012 at $0.23 per share | 94 | 21,469 | 21,563 | |||
Common Shares issued for Legal Services in July 2012 at $0.23 per share, shares | 93,750 | |||||
Common Shares issued for Services in August 2012 ranging from $0.15 to $0.17 per share | 58 | 9,506 | 9,564 | |||
Common Shares issued for Services in August 2012 ranging from $0.15 to $0.17 per share, shares | 57,889 | |||||
Common Shares issued for Legal Services in September 2012 at $0.13 per share | 135 | 17,063 | 17,198 | |||
Common Shares issued for Legal Services in September 2012 at $0.13 per share, shares | 135,000 | |||||
Common Shares issued Settlement of accrued rent in December 2012 at $0.13 per share | 528 | 68,109 | 68,637 | |||
Common Shares issued Settlement of accrued rent in December 2012 at $0.13 per share, shares | 527,980 | |||||
Shares committed to be issued in connection with warrant exercise | 803,704 | 803,704 | ||||
Net loss | -1,757,219 | -1,757,219 | ||||
Balance at Dec. 31, 2012 | 33,591 | 14,847,401 | 803,704 | -17,450,102 | -101,581 | -1,866,987 |
Balance, shares at Dec. 31, 2012 | 33,559,366 | |||||
Common shares issued for services in November 2006 at $2.99 per share | 9,100 | |||||
Common shares issued for services in November 2006 at $2.99 per share, shares | 75,000 | |||||
Common Shares issued for Legal Services in January 2013 at $0.121 per share | 75 | 9,000 | 9,075 | |||
Common Shares issued for Legal Services in January 2013 at $0.121 per share, shares | 75,000 | |||||
Common Shares issued for conversion of note in February 2013 at $0.072 per share | 207 | 14,793 | 15,000 | |||
Common Shares issued for conversion of note in February 2013 at $0.072 per share, shares | 206,897 | |||||
Common Shares issued for conversion of note in March 2013 ranging from $0.032 to $0.046 per share | 910 | 34,090 | 35,000 | |||
Common Shares issued for conversion of note in March 2013 ranging from $0.032 to $0.046 per share, shares | 909,779 | |||||
Common Shares issued for conversion of note in April 2013 at $0.03 per share | 526 | 15,514 | 16,040 | |||
Common Shares issued for conversion of note in April 2013 at $0.03 per share, shares | 525,902 | |||||
Common Shares issued for conversion of note in May 2013 at $0.023 per share | 866 | 19,134 | 20,000 | |||
Common Shares issued for conversion of note in May 2013 at $0.023 per share, shares | 865,801 | |||||
Common Shares issued for conversion of note in June 2013 at $0.014 per share | 1,397 | 17,603 | 19,000 | |||
Common Shares issued for conversion of note in June 2013 at $0.014 per share, shares | 1,397,059 | |||||
Common Shares issued for conversion of note in July 2013 at $0.0095 per share | 1,263 | 10,737 | 12,000 | |||
Common Shares issued for conversion of note in July 2013 at $0.0095 per share, shares | 1,263,158 | |||||
Common Shares issued in connection with Court Ordered warrant exercise in August 2013 at $0 per share | 5,741 | 797,963 | -803,704 | |||
Common Shares issued in connection with Court Ordered warrant exercise in August 2013 at $0 per share, shares | 5,740,741 | |||||
Common Shares issued for conversion of note in August 2013 ranging from $0.0066 to $0.0087 per share | 2,754 | 19,046 | 21,800 | |||
Common Shares issued for conversion of note in August 2013 ranging from $0.0066 to $0.0087 per share, shares | 2,754,441 | |||||
Common Shares issued for conversion of note in September 2013 ranging from $0.0054 to $0.0076 per share | 4,270 | 23,130 | 27,400 | |||
Common Shares issued for conversion of note in September 2013 ranging from $0.0054 to $0.0076 per share, shares | 4,269,980 | |||||
Common Shares issued for conversion of note in October 2013 at $0.005 per share | 2,300 | 9,200 | 11,500 | |||
Common Shares issued for conversion of note in October 2013 at $0.005 per share, shares | 2,300,000 | |||||
Common Shares issued in settlement of accrued payroll and accounts payable in October 2013 at $0.0125 per share | 9,848 | 113,246 | 123,094 | |||
Common Shares issued in settlement of accrued payroll and accounts payable in October 2013 at $0.0125 per share, shares | 9,847,501 | |||||
Common Shares issued for conversion of note in October 2013 at $0.0052 per share | 2,308 | 9,692 | 12,000 | |||
Common Shares issued for conversion of note in October 2013 at $0.0052 per share, shares | 2,307,692 | |||||
Common Shares issued for conversion of note in November 2013 at $0.0052 per share | 811 | 3,409 | 4,220 | |||
Common Shares issued for conversion of note in November 2013 at $0.0052 per share, shares | 811,538 | |||||
Common Shares issued in connection with 3(a)10 transaction in December 2013 at $0.0061 per share | 2,076 | 10,484 | 12,560 | |||
Common Shares issued in connection with 3(a)10 transaction in December 2013 at $0.0061 per share, shares | 2,075,540 | |||||
Extinguishment of derivative liabilities associated with convertible notes | 169,302 | 169,302 | ||||
Shares committed to be issued in connection with warrant exercise | 22,542 | |||||
Net loss | -1,370,725 | -1,370,725 | ||||
Balance at Dec. 31, 2013 | $68,943 | $16,123,744 | ($18,820,827) | ($101,581) | ($2,729,721) | |
Balance, shares at Dec. 31, 2013 | 68,910,395 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholder's Deficit (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | |
Issuance of founder's share price per share | $0.00 | |||||||
Common shares issued for services price per share | $2.99 | $0.42 | $0.36 | $1.50 | $4.10 | $5.92 | ||
Common shares issued for services price per share | $3.35 | $0.43 | $0.30 | $0.88 | $3.75 | $7.18 | ||
Common shares issued for services price per share | $3.65 | $0.18 | $0.80 | $6.25 | ||||
Common shares issued for services price per share | $3.65 | $0.16 | $0.24 | $0.80 | $5.07 | |||
Estimated value of common shares price per share | $3.99 | |||||||
Warrants issued for services price per share | $2.90 | |||||||
Common shares issued for cash price per share | $0.35 | $2 | ||||||
Common shares issued for cash to unrelated individuals | 6,250 | |||||||
Proceeds from issuance of private placement | $12,500 | |||||||
Amortization of share based compensation price per share | $3.99 | |||||||
Issuance of warrants price per share | $4.70 | |||||||
Fair value of warrants services vested price per share | $6.11 | |||||||
Fair value of warrants services vested one price per share | $5.40 | |||||||
Share based compensation related to employment agreement price per share | $5.50 | |||||||
Issuance of warrants for debt replacement service price per share | $4.18 | |||||||
Exercise of stock options price per share | $2 | |||||||
Relative fair value of warrants and beneficial conversion | 2,000,000 | |||||||
Conversion of notes payable amount | 110,000 | 395,500 | 0 | |||||
Conversion of notes payable price per share | $2.90 | |||||||
Common shares issued for cash price per share | $2.70 | |||||||
Legal costs | 9,100 | 90,000 | ||||||
Placement agent cost | 1,050,000 | |||||||
Purchase of treasury shares price per share | $3.12 | |||||||
Option to purchase Common shares for service price per share | $3 | |||||||
Option to purchase number of Common shares for service | 100,000 | |||||||
Common shares released issued price per share | $0.80 | |||||||
Cancellation of common stock price per share | $0.30 | |||||||
Common shares issued for services price per share | $0.18 | $0.46 | ||||||
Common shares issued for services price per share | $0.15 | $0.50 | ||||||
Common shares issued for services price per share | $0.05 | |||||||
Common shares issued for services price per share | $0.14 | |||||||
Common stock issued for cash of net discount from warrants liability | 125,562 | |||||||
Issuance of common stock for settlement of accrued rent price per share | $0.13 | $0.14 | ||||||
Issuance of common stock for legal services price per share | $0.12 | $0.14 | ||||||
Issuance of common stock for legal services price per share | $0.41 | |||||||
Issuance of common stock for legal services price per share | $0.13 | |||||||
Issuance of common stock for legal services price per share | $0.23 | |||||||
Issuance of common stock for cash to LPC Price per share | $0.15 | |||||||
Issuance of common stock for cash to TCA Price per share | $0.39 | |||||||
Issuance of common stock for conversion of notes price per share | $0.07 | |||||||
Issuance of common stock for conversion of notes price per share | $0.03 | |||||||
Issuance of common stock for conversion of notes price per share | $0.03 | |||||||
Issuance of common stock for conversion of notes price per share | $0.02 | |||||||
Issuance of common stock for conversion of notes price per share | $0.01 | |||||||
Issuance of common stock for conversion of notes price per share | $0.01 | |||||||
Issuance of common stock for court ordered warrant exercise price per share | $0 | |||||||
Issuance of common stock for conversion of notes price per share | $0.01 | |||||||
Issuance of common stock for settlement of accrued payroll and accounts payable | $0.01 | |||||||
Issuance of common stock for conversion of notes price per share | $0.01 | |||||||
Issuance of common stock for conversion of notes price per share | $0.01 | |||||||
Issuance of common stock for connection with transaction | $0.01 | |||||||
Maximum [Member] | ||||||||
Common shares issued for services price per share | $0.17 | |||||||
Common shares issued for services price per share | $2.75 | |||||||
Common shares issued for services price per share | $0.20 | |||||||
Common shares issued for services price per share | $0.95 | |||||||
Common shares issued for cash price per share | $2.70 | |||||||
Stock issued in lieu of interest payments on the senior secured convertible note price per share | $4.48 | |||||||
Conversion of notes payable amount | $2,000,000 | |||||||
Common shares issued for cash price per share | $0.29 | |||||||
Common shares issued for services price per share | $0.23 | |||||||
Issuance of common stock for reducing of accounts payable price per share | $0.50 | |||||||
Common shares issued for cash price per share | $0.18 | |||||||
Common shares issued for cash price per share | $0.16 | |||||||
Issuance of common stock for conversion of notes price per share | $0.05 | |||||||
Issuance of common stock for conversion of notes price per share | $0.01 | |||||||
Issuance of common stock for conversion of notes price per share | $0.01 | |||||||
Minimum [Member] | ||||||||
Common shares issued for services price per share | $0.15 | |||||||
Common shares issued for services price per share | $0.57 | |||||||
Common shares issued for services price per share | $0.17 | |||||||
Common shares issued for services price per share | $0.89 | |||||||
Stock issued in lieu of interest payments on the senior secured convertible note price per share | $2.96 | |||||||
Common shares issued for cash price per share | $0.22 | |||||||
Common shares issued for services price per share | $0.21 | |||||||
Issuance of common stock for reducing of accounts payable price per share | $0.47 | |||||||
Common shares issued for cash price per share | $0.16 | |||||||
Common shares issued for cash price per share | $0.15 | |||||||
Issuance of common stock for conversion of notes price per share | $0.03 | |||||||
Issuance of common stock for conversion of notes price per share | $0.01 | |||||||
Issuance of common stock for conversion of notes price per share | $0.01 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | 93 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||||
Net loss | ($145,309) | ($209,589) | ($1,364,626) | ($1,759,805) | ($34,498,735) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Gain from change in fair value of warrant liability | 183 | -22,241 | -22,542 | -12,326 | -2,967,358 |
Gain from change in fair value of derivative liability | 112,785 | -68,009 | -70,614 | -101,621 | -172,235 |
Loss on excess fair value of derivative liability | 28,507 | 124,883 | 124,883 | ||
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 | ||||
Gain from deobligation and change in accounting estimate on Department of Energy billings | -354,000 | ||||
Debt issuance costs for rejected loan guarantees | 583,634 | ||||
Gain on settlement of accounts payable and accrued liabilities | -95,990 | -96,076 | -134,062 | -37,891 | -179,873 |
Loss on warrant modification | 803,704 | 803,704 | |||
Impairment of property and equipment | 1,162,148 | 1,162,148 | |||
Share-based compensation | 46,711 | 9,075 | 12,215 | 160,874 | 11,725,556 |
Unrealized Department of Energy unbilled receivables | 20,116 | 20,116 | |||
Amortization | 131,763 | 206,949 | 250,812 | 304,725 | 555,537 |
Depreciation | 705 | 2,435 | 2,882 | 14,909 | 106,398 |
Changes in operating assets and liabilities: | |||||
Accounts receivable | 3,518 | 3,538 | -3,538 | ||
Department of Energy unbilled grant receivable | 187,454 | 42,183 | |||
Prepaid expenses and other current assets | -8,527 | -9,580 | 4,316 | 6,959 | -4,637 |
Accounts payable | -14,422 | 191,296 | 139,705 | 399,928 | 1,261,075 |
Accrued liabilities | -162,023 | -109,320 | -169,310 | 128,844 | 405,822 |
Net cash used in operating activities | -134,124 | -73,035 | -60,655 | -241,668 | -17,125,280 |
Cash flows from investing activities: | |||||
Acquisition of property and equipment | -217,636 | ||||
Construction in progress | 14 | -57,956 | -45,457 | -1,116,307 | |
Net cash provided by investing activities | 14 | -57,956 | -45,457 | -1,333,943 | |
Cash flows from financing activities: | |||||
Cash paid for treasury stock | -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 | 35,000 | 110,000 | 110,000 | 395,500 | 3,005,500 |
Repayment of convertible notes payable | -275,000 | ||||
Proceeds from notes payable | 380,000 | ||||
Repayment of notes payable | -500,000 | ||||
Net proceeds from related party line of credit/notes payable | 34,000 | 335,230 | |||
Repayment from related party line of credit/notes payable | -4,000 | -4,000 | -124,000 | ||
Debt issuance costs | -94,800 | -658,434 | |||
Retirement of warrants | -220,000 | ||||
Proceeds from sale of LLC Unit | 750,000 | ||||
Net cash provided by financing activities | 174,000 | 110,000 | 106,000 | 331,700 | 18,506,215 |
Net increase (decrease) in cash and cash equivalents | 39,876 | 36,979 | -12,611 | 44,575 | 46,992 |
Cash and cash equivalents beginning of period | 46,992 | 59,603 | 59,603 | 15,028 | |
Cash and cash equivalents end of period | 86,868 | 96,582 | 46,992 | 59,603 | 46,992 |
Cash paid during the period for: | |||||
Interest | 98,179 | 5,779 | 13,105 | 4,343 | 74,550 |
Income taxes | 0 | 751 | 2,700 | 8,179 | 29,500 |
Supplemental schedule of non-cash investing and financing activities: | |||||
Conversion of senior secured convertible notes payable | 2,000,000 | ||||
Conversion of non-secured convertible notes payable | 186,500 | 186,500 | |||
Interest converted to common stock | 2,800 | 4,040 | 7,460 | 63,029 | |
Fair value of warrants issued to placement agents | 725,591 | ||||
Discount on related party note payable | 83,736 | ||||
Accounts payable, net of reimbursement, included in construction-in-progress | 45,842 | ||||
Accretion of redeemable non-controlling interest | 112,500 | ||||
Derivative liability reclassed to additional paid-in capital | 86,187 | 169,301 | 169,301 | ||
Discount on convertible notes payable | 167,070 | 167,070 | |||
Convertible loans issued in connection with the Liabilities Purchase Agreement | 75,000 | 75,000 | |||
Accounts payable and accrued liabilities paid in common stock | 146,080 | 146,080 | |||
Conversion of convertible notes payable into common stock | 120,000 | 101,000 | |||
Discount on fair value of warrants issued with note payable | 42,380 | ||||
Liabilities settled in connection with the Liabilities Purchase Agreement | $110,935 |
Organization_and_Business
Organization and Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Organization and Business | NOTE 1 - 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. 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. | BlueFire Ethanol, Inc. (“BlueFire”) 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. | 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. | |
On November 25, 2013, the Company filed an amendment to the Company’s articles of incorporation with the Secretary of State of the State of Nevada, to increase the Company’s authorized common stock from one hundred million (100,000,000) shares of common stock, par value $0.001 per share, to five hundred million (500,000,000) shares of common stock, par value $0.001 per share. | On November 25, 2013, the Company filed an amendment to the Company’s articles of incorporation with the Secretary of State of the State of Nevada, to increase the Company’s authorized common stock from one hundred million (100,000,000) shares of common stock, par value $0.001 per share, to five hundred million (500,000,000) shares of common stock, par value $0.001 per share. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ||||||||||
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Management’s Plans | 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 the 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, various convertible notes, and Department of Energy reimbursements throughout 2009 to 2013. The Company may encounter further difficulties in establishing operations due to the time frame of developing, constructing and ultimately operating the planned bio-refinery projects. | |||||||||
The Company has historically incurred recurring losses. Management has funded operations primarily through 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, various convertible notes, and Department of Energy reimbursements from 2009 to 2014. The Company may encounter further difficulties in establishing operations due to the time frame of developing, constructing and ultimately operating the planned bio-refinery projects. | As of December 31, 2013, the Company has negative working capital of approximately $1,985,000. 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 2014, the Company intends to fund its operations with remaining reimbursements under the Department of Energy contract, as well as seek additional funding in the form of equity or debt. The Company’s ability to get reimbursed under the DOE contract is dependent on the availability of cash to pay for the related costs and the availability of funds remaining under the contract after the discontinuance of the Department of Energy contract further disclosed in Note 3. As of April 15, 2014, 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. | |||||||||
As of September 30, 2014, the Company has negative working capital of approximately $1,533,000. 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 2014, the Company intends to fund its operations with remaining reimbursements under the Department of Energy contract as available, as well as seek additional funding in the form of equity or debt. The Company’s ability to get reimbursed under the DOE contract is dependent on the availability of cash to pay for the related costs and the availability of funds remaining under the contract after the discontinuance of the Department of Energy contract further disclosed in Note 3. As of November 19, 2014, 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 2009. 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. | |||||||||
Additionally, the Company’s Lancaster plant is currently shovel ready, except for the air permit which the Company will need to renew and only requires minimal capital to maintain until funding is obtained for the construction. This project shall continue once we receive the funding necessary 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, 2013, 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. As of December 31, 2013, the construction-in-progress to date was deemed impaired as disclosed in Note 4. | |||||||||
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 September 30, 2014, 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. As of December 31, 2013, the construction-in-progress was deemed impaired due to the discontinuance of future funding from the DOE further described in Note 3. | 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 believes that our inability to get financing thus far for the projects as well as the no go decision from the DOE requires impairment of our Fulton Project assets (See Note 4). The Company cannot continue significant development or furtherance of the Fulton project until financing for the construction of the Fulton plant is obtained. | |||||||||
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 or inflation of general costs of construction. 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. | Principles of Consolidation | |||||||||
Basis of Presentation | The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned subsidiary, BlueFire Ethanol, Inc. BlueFire Ethanol Lancaster, LLC, BlueFire Fulton Renewable Energy LLC (excluding 1% interest sold), and SucreSource LLC are wholly-owned subsidiaries of BlueFire Ethanol, Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||
The accompanying unaudited consolidated 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 consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2013. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year. | Use of Estimates | |||||||||
In July 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. | 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. | |||||||||
Principles of Consolidation | Cash and Cash Equivalents | |||||||||
The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned subsidiaries, BlueFire Ethanol, Inc., and SucreSource 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. | For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. | |||||||||
Use of Estimates | Debt Issuance Costs | |||||||||
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. | Debt issuance costs are capitalized and amortized over the term of the debt using the effective interest method, or expensed upon conversion or extinguishment when applicable. Costs are capitalized for amounts incurred in connection with proposed financings. In the event the financing related to the capitalized cost is not successful, the costs are immediately expensed (see Note 5). | |||||||||
Project Development | Accounts Receivable | |||||||||
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, 2014 and 2013, research and development costs, net of stock-based compensation, included in Project Development expense were approximately $187,000, $135,000, $602,000 and $382,000, respectively. | Accounts receivable are reported net of allowance for expected losses. It represents the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are charged to operations in the year in which those differences are determined, with an offsetting entry to a valuation allowance. As of December 31, 2013 and 2012, the Company has reserved zero and approximately and $20,000, respectively. | |||||||||
Convertible Debt | Intangible Assets | |||||||||
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. | License fees acquired are either expensed or recognized as intangible assets. The Company recognizes intangible assets when the following criteria are met: 1) the asset is identifiable, 2) the Company has control over the asset, 3) the cost of the asset can be measured reliably, and 4) it is probable that economic benefits will flow to the Company. During the year ended December 31, 2009, the Company paid a license fee (see Note 10) to Arkenol, Inc., a related party. The license fee was expensed because the Company is still in the research and development stage and cannot readily determine the probability of future economic benefits for said license. | |||||||||
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. | Property and Equipment | |||||||||
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. | Property and equipment are stated at cost. The Company’s fixed assets are depreciated using the straight-line method over a period ranging from three to five years, except land which is not depreciated. Maintenance and repairs are charged to operations as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. During the year ended December 31, 2010, the Company began to capitalize costs in connection with the construction of its Fulton plant, and continued to do so in 2013 until it was determined that the project should be impaired. A portion of these costs were reimbursed under the Department of Energy grant discussed in Note 3. The reimbursable portion was treated as a reduction of those costs. | |||||||||
Equity Instruments Issued with Registration Rights Agreement | Revenue Recognition | |||||||||
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. | The Company is currently a development-stage company. The Company will recognize revenues from 1) consulting services rendered to potential sub licensees for development and construction of cellulose to ethanol projects, 2) sales of ethanol from its production facilities when (a) persuasive evidence that an agreement exists; (b) the products have been delivered; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured. | |||||||||
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 was not declared effective. The Company was working with TCA to resolve this issue and, on April 11, 2014, the Equity Facility was canceled and related convertible note repaid in full. No registration rights penalties were incurred as part of the repayment. | As discussed in Note 3, the Company received a federal grant from the United States Department of Energy, (“DOE”). The grant generally provides for payment in connection with related development and construction costs involving commercialization of our technologies. Grant award reimbursements are recorded as either contra assets or as revenues depending upon whether the reimbursement is for capitalized construction costs or expenses paid by the Company. Contra capitalized cost and revenues from the grant are recognized in the period during which the conditions under the grant have been met and the Company has made payment for the related asset or expense. The Company recognizes DOE unbilled grant receivables for those costs that have been incurred during a period but not yet paid at period end, are otherwise reimbursable under the terms of the grant, and are expected to be paid in the normal course of business. Realization of unbilled receivables is dependent on the Company’s ability to meet their obligation for reimbursable costs. | |||||||||
Fair Value of Financial Instruments | Project Development | |||||||||
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: | 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 years ended December 31, 2013 and 2012 and for the period from March 28, 2006 (Inception) to December 31, 2013, research and development costs included in Project Development were $591,356, $475,792, and $15,529,815, respectively. | |||||||||
● | Level 1. Observable inputs such as quoted prices in active markets; | Convertible Debt | ||||||||
● | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470 “Debt with Conversion and Other Options” and ASC 740 “Beneficial Conversion Features”. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to paid-in-capital. | ||||||||
● | 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 calculates the fair value of warrants 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 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. For a conversion price change of a convertible debt issue, the additional intrinsic value of the debt conversion feature, calculated as the number of additional shares issuable due to a conversion price change multiplied by the previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debt. | ||||||||
The Company did not have any level 1 financial instruments at September 30, 2014 or December 31, 2013. | The Company accounts for modifications of its BCF’s in accordance with ASC 470 “Modifications and Exchanges”. ASC 470 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. | |||||||||
As of September 30, 2014, and December 31, 2013 the Company’s warrant and derivative liabilities are considered level 2 items (see Notes 4 and 5). | Equity Instruments Issued with Registration Rights Agreement | |||||||||
As of September 30, 2014 and December 31, 2013 the Company’s redeemable non-controlling interest is considered a level 3 item and changed during nine months ended September 30, 2014 as follows: | 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. | |||||||||
Balance at December 31, 2013 | $ | 856,044 | In connection with the issuance of common stock for gross proceeds of $15,500,000 in December 2007 and the $2,000,000 convertible note financing in August 2007, the Company was required to file a registration statement on Form SB-2 or Form S-3 with the Securities and Exchange Commission in order to register the resale of the common stock under the Securities Act. The Company filed that registration statement on December 18, 2007 and as required under the registration rights agreement had the registration statement declared effective by the Securities and Exchange Commission (“SEC”) on March 27, 2009 and in so doing incurred no liquidated damages. As of December 31, 2013 and 2012, the Company does not believe that any liquidated damages are probable and thus no amounts have been accrued in the accompanying financial statements. | |||||||
Net loss attributable to non-controlling interest | 3,473 | |||||||||
Balance at September 30, 2014 | $ | 859,517 | 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. | |||||||
Risks and Uncertainties | 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 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. | |||||||||
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. | Income Taxes | |||||||||
Loss per Common Share | The Company accounts for income taxes in accordance with ASC 740 “Income Taxes” requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. | |||||||||
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, 2014 and 2013, the Company had 15,128,571and 428,571 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 period 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 the periods presented. | This Interpretation sets forth a recognition threshold and valuation method to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would “more likely than not,” based upon its technical merits, be sustained upon examination by the appropriate taxing authority. The second step requires the tax position to be measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company does not have any uncertain positions which require such analysis. | |||||||||
Derivative Financial Instruments | Fair Value of 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. | 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: | |||||||||
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. | 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 | ||||||||||
Redeemable - Non-controlling Interest | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||
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. | The Company did not have any level 1 financial instruments at December 31, 2013 and 2012. | |||||||||
New Accounting Pronouncements | As of December 31, 2013 and 2012, the warrant liability and derivative liability are considered level 2 items, see Notes 5, 6, and 9. | |||||||||
In June 2014, the FASB issued ASU No. 2014-10, which eliminates the concept of a development stage entity, or DSE, in its entirety from GAAP. Under existing guidance, DSEs are required to report incremental information, including inception-to-date financial information, in their financial statements. A DSE is an entity devoting substantially all of its efforts to establishing a new business and for which either planned principal operations have not yet commenced or have commenced but there has been no significant revenues generated from that business. Entities classified as DSEs will no longer be subject to these incremental reporting requirements after adopting ASU No. 2014-10. ASU No. 2014-10 is effective for fiscal years beginning after December 15, 2014, with early adoption permitted. Retrospective application is required for the elimination of incremental DSE disclosures. Prior to the issuance of ASU No. 2014-10, the Company had met the definition of a DSE since its inception. The Company elected to adopt this ASU early, and therefore it has eliminated the incremental disclosures previously required of DSEs, starting with its June 30, 2014 Quarterly Report on Form 10-Q. | As of December 31, 2013 and 2012, the Company’s redeemable noncontrolling interest is considered a level 3 item and changed during 2012 and 2013 due to the following: | |||||||||
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. | Balance as of January 1, 2013 | $ | 849,945 | |||||||
Net gain attributable to noncontrolling interest | 6,099 | |||||||||
Balance at December 31, 2013 | $ | 856,044 | ||||||||
See Note 8 for details of valuation and changes during the years 2013 and 2012. | ||||||||||
The carrying amounts reported in the accompanying consolidated financial statements for current assets and current liabilities approximate the fair value because of the immediate or short term maturities of the financial instruments. | ||||||||||
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. | ||||||||||
Concentrations of Credit Risk | ||||||||||
The Company maintains its cash accounts in a commercial bank and in an institutional money-market fund account. The total cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, although on January 1, 2014 this amount is scheduled to return to $100,000 per depositor, per insured bank. At times, the Company has cash deposits in excess of federally insured limits. In addition, the Institutional Funds Account is insured through the Securities Investor Protection Corporation (“SIPC”) up to $500,000 per customer, including up to $100,000 for cash. At times, the Company has cash deposits in excess of federally and institutional insured limits. | ||||||||||
As of December 31, 2013 and 2012, the Department of Energy made up 100% of billed and unbilled Grant Revenues and Department of Energy grant receivables. Management believes the loss of this organization would have a material impact on the Company’s financial position, results of operations, and cash flows. | ||||||||||
As of December 31, 2013 and 2012, one customer made up 100% of the Company’s consulting fees revenue. Management believes the loss of consulting to this organization would have a material impact on the Company’s financial position, results of operations, and cash flows. | ||||||||||
As of December 31, 2013 and 2012 three vendors made up 65% and 64% of accounts payable, respectively. | ||||||||||
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. For the years ended December 31, 2013 and 2012, the Company had no options and 428,571 and 928,571 warrants outstanding, 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 year and thus no shares are considered as dilutive under the treasury-stock method of accounting and their effects would have been antidilutive due to the loss. | ||||||||||
Share-Based Payments | ||||||||||
The Company accounts for stock options issued to employees and consultants under ASC 718 “Share-Based Payment”. Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period. | ||||||||||
The Company measures compensation expense for its non-employee stock-based compensation under ASC 505 “Equity”. The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital. | ||||||||||
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. | ||||||||||
Lines of Credit with Share Issuance | ||||||||||
Shares issued to obtain a line of credit are recorded at fair value at contract inception. When shares are issued to obtain a line of credit rather than in connection with the issuance, the shares are accounted for as equity, at the measurement date in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees.” The issuance of these shares is equivalent to the payment of a loan commitment or access fee, and, therefore, the offset is recorded akin to debt issuance costs. The deferred fee is amortized on a straight-line basis over the stated term of the line of credit, or other period as deemed appropriate. | ||||||||||
Redeemable - Noncontrolling 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. As these redeemable noncontrolling interests provide for redemption features not solely within the control of the issuer, we classify such interests outside of permanent equity in accordance with ASC 480-10, “Distinguishing Liabilities from Equity”. All redeemable noncontrolling 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 loss available to the Company. The Company accretes the redemption value of the redeemable noncontrolling interest over the redemption period using the straight-line method. | ||||||||||
Impairment of Long-Lived Assets | ||||||||||
The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of property and equipment may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying value of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment may warrant revision. The carrying value of our construction in progress, included in property and equipment, was impaired for its full carrying value of $1,162,148 at December 31, 2013. There was no impairment as of December 31, 2012. | ||||||||||
New Accounting Pronouncements | ||||||||||
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Development_Contract
Development Contract | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Development Contract | ||
Development Contracts | NOTE 3 – DEVELOPMENT CONTRACT | |
NOTE 3 – DEVELOPMENT CONTRACTS | ||
Department of Energy Awards 1 and 2 | ||
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 was 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 October 2009, the Company received from the DOE a one-time reimbursement of approximately $3,841,000. This was primarily related to the Company amending its award to include costs previously incurred in connection with the development of the Lancaster site which have a direct attributable benefit to the Fulton Project. | ||
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 was 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 brought 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. | ||
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 brought the DOE’s total award to the Fulton project to approximately $88 million In September 2012 Award 1 was officially closed. | ||
As of December 31, 2013, the Company has received reimbursements of approximately $11,914,906 under these awards. | ||
Since 2009, our operations had been financed to a large degree through funding provided by the DOE. We have relied 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. | ||
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 consisted of a total reimbursable amount of approximately $87,560,000, and through April 15, 2014, and assuming the appeal is unsuccessful, we have an unreimbursed amount of approximately $843,998 available to us under the awards. The reduction in unreimbursed amounts is further discussed below. We cannot guarantee that we will continue to receive grants, loan guarantees, or other funding for our projects from the DOE. | ||
On December 23, 2013, the Company received notice from the DOE indicating that the DOE would no longer provide funding under Award 2 due to the Company’s inability to comply with certain deadlines related to providing certain information to the DOE with respect to the Company’s future financing arrangements for the Fulton Project. The Company is seeking to re-establish funding under Award 2 and has initiated the appeals process with the DOE. The Company shall exhaust all options available to it in order to reverse the DOE’s decision. Without a definitive response to the Company’s request for a reprieve by the DOE, the Company can no longer reimburse for new project costs incurred after September 30, 2014, except for those related to closing out the award. As of November 19, 2014, there is still approximately $88,300 available under the grant for costs incurred prior to September 30, 2014, but not yet paid for, which is required for reimbursement and for costs to close out the award. 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 overpayment 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 overpayment was a result of estimates made on the indirect rate during the reimbursement process over the course of the award. The DOE and the Company reached a tentative agreement during that time, that in combination, as a result of the unused grant award money left in Award 1 of approximately $366,000, the Company would not be required to refund any overpayment to the DOE and the Company could proceed towards completion of Award 1. While completion of the award under the above terms was tentatively agreed to, the method and process was uncertain. During the fourth quarter of 2011, Management did not believe it was in the Company’s best interest to close the award. However, in 2012 the situation was reassessed and the Company proceeded with the close out of Award 1. As of September 12, 2012 Award 1 was officially closed and the overpayment was deobligated. The Company was notified of the deobligation in the fourth quarter of 2012. | ||
As of September 30, 2014, the Company has received reimbursements of approximately $13,079,839 under these awards. | ||
On December 23, 2013, the Company received notice from the DOE indicating that the DOE would no longer provide funding under Award 2 due to the Company’s inability to comply with certain deadlines related to providing certain information to the DOE with respect to the Company’s future financing arrangements for the Fulton Project. The Company is seeking to re-establish funding under Award 2 and has initiated the appeals process with the DOE. The Company shall exhaust all options available to it in order to reverse the DOE’s decision. Until the Company is notified of the outcome of its appeal, we still have approximately $843,998 available under the grant until September 30, 2014. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | NOTE 4 – PROPERTY AND EQUIPMENT | ||||||||
Property and Equipment consist of the following: | |||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Construction in progress | $ | - | $ | 1,104,192 | |||||
Land | 109,108 | 109,108 | |||||||
Office equipment | 63,367 | 63,367 | |||||||
Furniture and fixtures | 44,806 | 44,806 | |||||||
217,281 | 1,321,473 | ||||||||
Accumulated depreciation | (106,041 | ) | (103,159 | ) | |||||
$ | 111,240 | $ | 1,218,314 | ||||||
Depreciation expense for the years ended December 31, 2013 and 2012 and for the period from inception to December 31, 2013 was $2,882, $14,909, and $106,398, respectively. | |||||||||
During the year ended December 31, 2013, the Company invested approximately $58,000 in construction activities at our Fulton Project, compared with $45,500 in 2012 net of DOE reimbursements. | |||||||||
Asset Impairments | |||||||||
In light of the no-go decision by the DOE on December 23, 2013 (Note 3) which discontinued funding under Award 2, the Company determined that the construction-in-progress related to the Fulton Project within property and equipment was impaired. The Company made this determination on the basis that without the availability of funding from the DOE as both a source of funds for the project and as an incentive to potential debt or equity investors since the DOE funds were to cover a substantial portion of construction costs, the probability of completion of the Fulton Project has become remote. In addition there are no other sources of financing currently committed to the project. Accordingly, without the funding necessary to finish the Fulton Project, the future cash flows from the asset are less than the carrying value and a full impairment of $1,162,148 was deemed necessary. The impairment charge is reflected on the statement of operations as an impairment of property and equipment. | |||||||||
Purchase of Lancaster Land | |||||||||
On November 9, 2007, the Company purchased approximately 10 acres of land in Lancaster, California for approximately $109,000, including certain site surveying and other acquisition costs. The Company originally intended to use the land for the construction of their first cellulosic ethanol refinery plant. The Company is now considering using this land for a facility to produce products other than cellulosic ethanol, such as higher value chemicals that would yield fuel additives that that could improve the project economics for a smaller facility. |
Notes_Payable
Notes Payable | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||
Notes Payable | NOTE 4 –NOTES PAYABLE | NOTE 5 – NOTES PAYABLE | ||||||||||||||||
On March 28, 2012 the Company entered into a $300,000 promissory note with a third party. See Note 9 for additional information. | Convertible Notes Payable - 2007 | |||||||||||||||||
As further described below, the Company has entered into several convertible notes with Asher Enterprises, Inc. Under the terms of these notes, the Company is to repay any principal balance and interest, at 8% per annum at a given maturity date which is generally less than one year. The Company has the option to prepay the convertible promissory notes prior to maturity at varying prepayment penalty rates specified under such notes. Each of the convertible promissory notes are convertible into shares of the Company’s common stock after six months as 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. | On July 13, 2007, the Company issued several convertible notes aggregating a total of $500,000 with eight accredited investors including $25,000 from the Company’s then Chief Financial Officer. Under the terms of the notes, the Company was to repay any principal balance and interest, at 10% per annum within 120 days of the note. The holders also received warrants to purchase common stock at $5.00 per share. The warrants vested immediately and expired in five years. The total warrants issued pursuant to this transaction were 200,000 on a pro-rata basis to investors. The convertible promissory notes were only convertible into shares of the Company’s common stock in the event of a default. The conversion price was determined based on one third of the average of the last-trade prices of the Company’s common stock for the ten trading days preceding the default date. | |||||||||||||||||
The Company determined that since the conversion prices are variable and do not contain a floor, the conversion feature represents a derivative liability upon the ability to convert the loan after the six month period specified above. Since the conversion feature is only convertible after six months, there is no derivative liability upon issuance. 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. | The fair value of the warrants was $990,367 as determined by the Black-Scholes option pricing model using the following weighted-average assumptions: volatility of 113%, risk-free interest rate of 4.94%, dividend yield of 0%, and a term of five years. | |||||||||||||||||
On June 13, 2013, the Company issued a convertible note in favor of Asher Enterprises, Inc. in the principal amount of $32,000 pursuant to the terms above, with a maturity date of March 17, 2014. In accordance with the terms of the note, the note became convertible on December 10, 2013. | The proceeds were allocated between the convertible notes payable and the warrants issued to the convertible note holders based on their relative fair values which resulted in $167,744 allocated to the convertible notes and $332,256 allocated to the warrants. The amount allocated to the warrants resulted in a discount to the convertible notes. The Company amortized the discount over the term of the convertible notes. During the year ended December 31, 2007, the Company amortized $332,256 of the discount to interest expense. | |||||||||||||||||
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 $28,000, resulting in a discount to the note. The discount was amortized over the term of the note and accelerated as the note was converted. As of September 30, 2014, the entire discount was amortized to interest expense, with no remaining unamortized discount and the note was fully converted into 22,207,699 shares of common stock. | The Company calculated the value of the beneficial conversion feature to be approximately $332,000 of which $167,744 was allocated to the convertible notes. However, since the notes were convertible upon a contingent event, the value was recorded when such event was triggered during the year ended December 31, 2007. | |||||||||||||||||
On December 19, 2013, the Company issued a convertible note in favor of Asher Enterprises, Inc. in the principal amount of $37,500 which was funded and effective in January 2014 with terms identified above and has a maturity date of December 23, 2014. The conversion feature was not triggered until July 2014 due to the effective date of the note being in January 2014. | On November 7, 2007, the Company re-paid the 10% convertible promissory notes totaling approximately $516,000 including interest of approximately $16,000. This included approximately $800 of accrued interest to the Company’s then Chief Financial Officer. | |||||||||||||||||
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 $35,290, resulting in a discount to the note. The discount was amortized over the term of the note and accelerated as the note was converted. As of September 30, 2014, the entire discount was amortized to interest expense, with no remaining unamortized discount and the note was fully converted into 24,537,990 shares of common stock. See below for assumptions used in valuing the derivative liability. | Convertible Notes Payable – 2012 and 2013 | |||||||||||||||||
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 (as applicable), at each conversion event, and at quarter end. Based on valuation conducted during the three months and at September 30, 2014 of derivative liabilities related to Asher Enterprises, Inc. notes, the Company recognized a loss on derivative liabilities of $18,686, which is included in the accompanying statement of operations within gain (loss) from change in fair value of derivative liabilities. | 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 may 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. | |||||||||||||||||
During the three months ending September 30, 2014, the range of inputs used to calculate derivative liabilities noted above were as follows: | 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 year ended December 31, 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 December 31, 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. | |||||||||||||||||
Three months ending | 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 may 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 April 9, 2013. | |||||||||||||||||
September 30, 2014 | ||||||||||||||||||
Annual dividend yield | 0 | 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 year ended December 31, 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. | ||||||||||||||||
Expected life (years) | 0.17- 0.11 | |||||||||||||||||
Risk-free interest rate | .03-.01 | % | On December 21, 2012, the Company agreed to a convertible note of $32,500 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 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 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 June 19, 2013. | |||||||||||||||
Expected volatility | 234.68 | % | ||||||||||||||||
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 year ended December 31, 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. | ||||||||||||||||||
Fees paid to secure the convertible debts were accounted for as deferred financing costs and capitalized in the accompanying balance sheet or considered an on-issuance discount to the notes. The deferred financing costs and discounts, as applicable, are amortized over the term of the notes. | ||||||||||||||||||
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 was 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 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 August 10, 2013. | ||||||||||||||||||
As of the nine months ended September 30, 2014, the Company amortized on-issuance discounts totaling $2,500 with $0 remaining, and costs of financing of $1,031 with $0 remaining related to these notes. | ||||||||||||||||||
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 was amortized over the term of the note and accelerated as the note was converted. During the year ended December 30, 2013, the entire discount was amortized to interest expense, with no remaining unamortized discount and the note was fully converted into 9,689,210 shares of common stock. See below for assumptions used in valuing the derivative liability. | ||||||||||||||||||
Tarpon Bay Convertible Notes | ||||||||||||||||||
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. 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 December 10, 2013. | ||||||||||||||||||
Pursuant to a 3(a)10 transaction with Tarpon Bay Partners LLC (“Tarpon”), on November 4, 2013, the Company issued to Tarpon a convertible promissory note in the principal amount of $25,000 (the “Tarpon Initial Note”). Under the terms of the Tarpon Initial Note, the Company shall pay Tarpon $25,000 on the date of maturity which was January 30, 2014. This note was convertible by Tarpon into the Company’s Common Shares at a 50% discount to the lowest closing bid price for the Common Stock for the twenty (20) trading days ending on the trading day immediately before the conversion date. | ||||||||||||||||||
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 $28,000, 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 year ended December 31, 2013, approximately $6,512 of the discount was amortized to interest expense, with approximately $22,100 remaining unamortized discount. As of December 31, 2013, none of the note was converted into shares of common stock. See below for assumptions used in valuing the derivative liability. Subsequent to December 31, 2013, all principal and interest outstanding in relation to this note were converted to equity. | ||||||||||||||||||
Also pursuant to the 3(a)10 transaction with Tarpon, on December 23, 2013, the Company issued a convertible promissory note in the principal amount of $50,000 in favor of Tarpon as a success fee (the “Tarpon Success Fee Note”). The Tarpon Success Fee Note was due on June 30, 2014. The Tarpon Success Fee Note was convertible into shares of the Company’s common stock at a conversion price for each share of Common Stock at a 50% discount from the lowest closing bid price in the twenty (20) trading days prior to the day that Tarpon requests conversion. | ||||||||||||||||||
On December 19, 2013, the Company agreed to a convertible note of $37,500 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 December 23, 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. Since the funds were not transferred until January 2014, due to the investor not wanting to fund until after the new year, the note was recorded as a subsequent event and is not reflected on the financials for the year ended December 31, 2013. | ||||||||||||||||||
Each of the above notes were issued without funds being received. Accordingly, the notes were issued with a full on-issuance discount that was amortized over the term of the notes. During the nine months ended September 30, 2014, amortization of approximately $51,960 was recognized to interest expense related to the discounts on the notes. | ||||||||||||||||||
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 December 31, 2013 in the same manner 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 $18,010. | ||||||||||||||||||
As of September 30, 2014, the Tarpon Initial Note and the Tarpon Success Fee Note were repaid in full. | ||||||||||||||||||
During the year ended December 31, 2013, the range of inputs used to calculate derivative liabilities noted above were as follows: | ||||||||||||||||||
Because the conversion price was variable and did not contain a floor, the conversion feature represents a derivative liability upon issuance. Accordingly, the Company calculated the derivative liability using the Black-Sholes pricing mode for the notes upon inception, resulting in a day one loss of approximately $96,000. The derivative liability was marked to market each quarter and as of September 30, 2014 which resulted in a loss of approximately $46,000. The Company used the following range of assumptions for the three months ended September 30, 2014 and December 31, 2013: | ||||||||||||||||||
Year ended | ||||||||||||||||||
30-Sep-14 | 31-Dec-13 | December 31, 2013 | ||||||||||||||||
Annual dividend yield | 0 | % | 0 | % | Annual dividend yield | - | ||||||||||||
Expected life (years) | 0.00 - 0.01 | 0.8 | Expected life (years) | 0.0 - 0.25 | ||||||||||||||
Risk-free interest rate | 0.01% - 0.02 | % | 0.02 | % | Risk-free interest rate | 0.02% - 0.12% | ||||||||||||
Expected volatility | 229% - 242 | % | 159 | % | Expected volatility | 61.34% - 159% | ||||||||||||
During the nine months ended September 30, 2014, the Company paid $25,000 in cash and issued 45,647,727 shares of common stock on the Tarpon Initial Note and Tarpon Success Fee Note to satisfy all obligations under these notes. | 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 December 31, 2013, the Company amortized approximately $6,806 with $1,031 in deferred financing costs remaining. | |||||||||||||||||
AKR Promissory Note | See Note 12 for additional issuances and conversions of these notes subsequent to December 31, 2013. | |||||||||||||||||
On April 8, 2014, the Company issued a promissory note in favor of AKR Inc, (“AKR”) in the principal aggregate amount of $350,000 (the “AKR Note”). The AKR Note is due on April 8, 2015, and requires the Company to (i) incur interest at five percent (5%) per annum; (ii) issue on April 8, 2014 to AKR warrants allowing them to buy 7,350,000 common shares of the Company at an exercise price of $0.007 per common share, such warrants to expire on April 8, 2016 (“AKR Warrant A”); (iii) issue on August 8, 2014 to AKR warrants allowing them to buy 7,350,000 common shares of the Company at an exercise price of $0.007 per common share, such warrants to expire on April 8, 2016 (“AKR Warrant B”); and (iv) issue on November 8, 2014 to AKR warrants allowing them to buy 8,400,000 common shares of the Company at an exercise price of $0.007 per common share, such warrants to expire on April 8, 2016 (“AKR Warrant C”, together with AKR Warrant A and AKR Warrant B the “AKR Warrants”). The Company may prepay the debt, prior to maturity with no prepayment penalty. | Senior Secured Convertible Notes Payable | |||||||||||||||||
The Company valued the AKR Warrants as of the date of the note and recorded a discount of $42,380 based the relative fair value of the AKR Warrants compared to the debt. During the nine months ended September 30, 2014 the Company amortized $20,363 of the discount to interest expense. As of September 30, 2014 unamortized discount of $22,017 remains. The Company assessed the fair value of the AKR Warrants based on the Black-Scholes pricing model. See below for variables used in assessing the fair value. | On August 21, 2007, the Company issued senior secured convertible notes aggregating a total of $2,000,000 with two institutional accredited investors. Under the terms of the notes, the Company was to repay any principal balance and interest, at 8% per annum, due August 21, 2010. On a quarterly basis, the Company has the option to pay interest due in cash or in stock. The senior secured convertible notes were secured by substantially all of the Company’s assets. The total warrants issued pursuant to this transaction were 1,000,000 on a pro-rata basis to investors. These include class A warrants to purchase 500,000 common stock at $5.48 per share and class B warrants to purchase an additional 500,000 shares of common stock at $6.32 per share. The warrants vested immediately and expired in three years. The senior secured convertible note holders had the option to convert the note into shares of the Company’s common stock at $4.21 per share at any time prior to maturity. If, before maturity, the Company consummated a Financing of at least $10,000,000 then the principal and accrued unpaid interest of the senior secured convertible notes would be automatically converted into shares of the Company’s common stock at $4.21 per share. | |||||||||||||||||
8-Apr-14 | The fair value of the warrants was approximately $3,500,000 as determined by the Black-Scholes option pricing model using the following weighted-average assumptions: volatility of 118%, risk-free interest rate of 4.05%, dividend yield of 0% and a term of three years. The proceeds were allocated between the senior secured convertible notes and the warrants issued to the convertible note holders based on their relative fair values and resulted in $728,571 being allocated to the senior secured convertible promissory notes and $1,279,429 allocated to the warrants. The resulting discount was to be amortized over the life of the notes. | |||||||||||||||||
Annual dividend yield | - | |||||||||||||||||
Expected life (years) of | 1.41 - 2.00 | The Company calculated the value of the beneficial conversion feature to be approximately $1,679,000 of which approximately $728,000 was allocated to the beneficial conversion feature resulting in 100% discount to the convertible promissory notes. During the year ended December 31, 2007, the Company amortized approximately $312,000 of the discount related to the warrants and beneficial conversion feature to interest expense and $1,688,000 to loss on extinguishment, see below for discussion. | ||||||||||||||||
Risk-free interest rate | 0.4 | % | ||||||||||||||||
Expected volatility | 183% - 206 | % | In addition, the Company entered into a registration rights agreement with the holders of the senior secured convertible notes agreement whereby the Company was required to file an initial registration statement with the Securities and Exchange Commission in order to register the resale of the maximum amount of common stock underlying the secured convertible notes within 120 days of the Exchange Agreement (December 19, 2007). The registration statement was filed with the SEC on December 19, 2007. The registration statement was then declared effective on March 27, 2008. The Company incurred no liquidated damages. | |||||||||||||||
On April 24, 2014, the Company issued a promissory note in favor of AKR in the principal aggregate amount of $30,000 (“2nd AKR Note”). The 2nd AKR Note was due on July 24, 2014, but was subsequently extended to December 31, 2014. Pursuant to the terms of the 2nd AKR Note, the Company is to repay any principal balance and interest, at 5% per annum at maturity. Company may prepay the debt, prior to maturity with no prepayment penalty. | Debt Issuance Costs | |||||||||||||||||
During 2010, debt issuance costs of $123,800 were incurred, net of DOE reimbursement in connection with the Company submitting an application for a $250 million dollar DOE loan guarantee for the Company’s planned cellulosic ethanol biorefinery in Fulton, Mississippi. This compares to 2009 debt issuance costs of $150,000 incurred in connection with an application for a $58 million dollar DOE loan guarantee for the Company’s planned cellulosic ethanol biorefinery in Lancaster, California. These applications were filed under the Department of Energy (“DOE”) Program DE-FOA-0000140 (“DOE LGPO”), which provides federal loan guarantees for projects that employ innovative energy efficiency, renewable energy, and advanced transmission and distribution technologies. | ||||||||||||||||||
In 2010, the Company was informed that the loan guarantee for the planned biorefinery in Lancaster, California, was rejected by the DOE due to a lack of definitive contracts for feedstock and off-take at the time of submittal of the loan guarantee for the Lancaster Biorefinery, as well as the fact that the Company was also pursuing a much larger project in Fulton, Mississippi. As a result of this DOE loan guarantee rejection for the Lancaster, California project, the Company wrote off $150,000 of capitalized debt issuance cost to expense in 2010. | ||||||||||||||||||
In February 2011, the Company received notice from the DOE LGPO staff that the Fulton Project’s application will not move forward until such time as the project has raised the remaining equity necessary for the completion of funding. As a result of this DOE loan guarantee rejection for the Fulton Project, the Company wrote off $123,800 of capitalized debt issuance cost to expense in 2010 as there were indicating factors the loan would not be approved prior to year end. | ||||||||||||||||||
In August 2010, BlueFire submitted an application for a $250 million loan guarantee for the Fulton Project with the U.S. Department of Agriculture under Section 9003 of the 2008 Farm Bill (“USDA LG”). During 2011 debt issuance costs for the USDA loan guarantee totaled approximately $114,000, compared to $298,000 in fiscal 2010. | ||||||||||||||||||
In October 2011, the Company was informed that the USDA would not move forward with the USDA LG; however, appeal processes were provided to afford the Company a chance to change certain aspects of the application. Because of the initial rejection, the Company expensed all related debt costs totaling approximately $309,000 to general and administrative in the statement of operations during the year ended December 31, 2011. As of December 31, 2012, the Company has abandoned the pursuit of the USDA Loan Guarantee program. | ||||||||||||||||||
From the period of Inception through December 31, 2013, the Company has expensed $583,634 of previously capitalized debt issue costs due to unsuccessful debt financings. | ||||||||||||||||||
Tarpon Bay Convertible Notes | ||||||||||||||||||
Pursuant to a 3(a)10 transaction with Tarpon Bay Partners LLC (“Tarpon”), on November 4, 2013, the Company issued to Tarpon a convertible promissory note in the principal amount of $25,000 (the “Tarpon Initial Note”). Under the terms of the Tarpon Initial Note, the Company shall pay Tarpon $25,000 on the date of maturity which is January 30, 2014. This note is convertible by Tarpon into the Company’s Common Shares at a 50% discount to the lowest closing bid price for the Common Stock for the twenty (20) trading days ending on the trading day immediately before the conversion date. | ||||||||||||||||||
Also pursuant to the the 3(a)10 transaction with Tarpon, on December 23, 2013, the Company issued a convertible promissory note in the principal amount of $50,000 in favor of Tarpon as a success fee (the “Tarpon Success Fee Note”). The Tarpon Success Fee Note is due on June 30, 2014. The Tarpon Success Fee Note is convertible into shares of the Company’s common stock at a conversion price for each share of Common Stock at a 50% discount from the lowest closing bid price in the twenty (20) trading days prior to the day that Tarpon requests conversion | ||||||||||||||||||
Each of the above notes were issued without funds being received. Accordingly, the notes were issued with a full on-issuance discount that will be amortized over the term of the notes. During the year ended December 31, 2013, amortization of approximately $23,000 was recognized to interest expense related to the discounts on the notes. | ||||||||||||||||||
Because the conversion price is variable and does not contain a floor, the conversion feature represents a derivative liability upon issuance. Accordingly, the Company calculated the derivative liability using the Black-Sholes pricing mode for the notes upon inception, resulting in a day one loss of approximately $96,000. The derivative liability was marked to market as of December 31, 2013 which resulted in a gain of approximately $9,000. The Company used the following assumptions as of December 31, 2013 and each of the notes inception: | ||||||||||||||||||
31-Dec-13 | Notes Inception | |||||||||||||||||
Annual dividend yield | 0 | % | 0 | % | ||||||||||||||
Expected life (years) | 0.08 | 0.17 - 0.52 | ||||||||||||||||
Risk-free interest rate | 0.02 | % | 0.05-0.10 | % | ||||||||||||||
Expected volatility | 159 | % | 159 | % |
Outstanding_Warrant_Liability
Outstanding Warrant Liability | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||
Outstanding Warrant Liability | NOTE 5 - OUTSTANDING WARRANT LIABILITY | NOTE 6 - OUTSTANDING WARRANT LIABILITY | ||||||||||||||||
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. | Effective January 1, 2009 we adopted the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. As a result of adopting ASC 815, 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 7). 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. | |||||||||||||||||
September 30, 2014 | December 31, 2013 | 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. | ||||||||||||||||
Annual dividend yield | - | - | ||||||||||||||||
Expected life (years) | 1.3 | 2.05 | In connection with the 5,962,963 warrants to expire in December 2012, which were later exercised by Court Order, the Company recognized gains of approximately $0, $1,000, and $2,516,000 from the change in fair value of these warrants during the years ended December 31, 2013 and 2012 and the period from Inception to December 31, 2013. | |||||||||||||||
Risk-free interest rate | 0.13 | % | 0.38 | % | ||||||||||||||
Expected volatility | 236 | % | 150 | % | 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. Prior to October 19, 2009, the warrants were previously accounted for as a derivative liability and marked to their fair value at each reporting period in 2009. The Company valued these warrants the day immediately preceding the cancellation date which indicated a gain on the changed in fair value of $208,562 and a remaining fair value of $73,282. Upon cancellation the remaining value was extinguished for payment of $220,000 in cash, resulting in a loss on extinguishment of $146,718. In connection with the remaining 326,800 warrants that expired in August 2010, the Company recognized a gain of $117,468 for the change in fair value of these warrants during the year ended December 31, 2009. | |||||||||||||
In connection with these warrants, the Company recognized a gain/(loss) on the change in fair value of warrant liability of approximately $55, $400, $(180), and $22,200 during the three and nine-months ended September 30, 2014 and 2013, respectively. | 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 common stock purchase warrants do not trade in an active securities market, and as such, we estimate the fair value of these warrants using the Black-Scholes option pricing model using the below assumptions, for the year ended December 31, 2011. These all warrants either expired or were exercised in 2012 and accordingly no revaluation was necessary as of December 31, 2013 or 2012. See Note 9. | |||||||||||||||||
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. | 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. | |||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||
Annual dividend yield | - | - | ||||||||||||||||
Expected life (years) | 2.05 | 3.05 | ||||||||||||||||
Risk-free interest rate | 0.38 | % | 0.72 | % | ||||||||||||||
Expected volatility | 150 | % | 117 | % | ||||||||||||||
In connection with these warrants, the Company recognized a gain on the change in fair value of warrant liability of $22,542, $11,498, and $125,477 during the years ended December 31, 2013 and 2012, and for the period from Inception to December 31, 2013. | ||||||||||||||||||
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 | 12 Months Ended | |||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||
Commitments and Contingencies | NOTE 6 - COMMITMENTS AND CONTINGENCIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES | |||||
Fulton Project Lease | Employment Agreements | ||||||
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. | On June 27, 2006, the Company entered into employment agreements with three key employees. The employment agreements were for a period of three years, which expired in 2010, with prescribed percentage increases beginning in 2007 and could have been cancelled upon a written notice by either employee or employer (if certain employee acts of misconduct are committed). The total aggregate annual amount due under the employment agreements was approximately $586,000 per year. These contracts have not been renewed. Each of the executive officers are currently working for the Company on a month to month basis under the same terms. | ||||||
Rent expense under non-cancellable leases was approximately $30,900, $30,900, $92,600 and $92,600, during the three and nine-months ended September 30, 2014 and 2013, respectively. | On March 31, 2008, the Board of Directors of the Company replaced our Chief Financial Officer’s previously existing at-will Employment Agreement with an updated employment agreement, effective February 1, 2008, which terminated on May 31, 2009. The updated agreement contained the following material terms: (i) initial annual salary of $120,000, paid monthly; and (ii) standard employee benefits; (iii) limited termination provisions; (iv) rights to Invention provisions; and (v) confidentiality and non-compete provisions upon termination of employment. This employment agreement expired on May 31, 2009. Our now former Chief Financial Officer served until September 2011, at which time he entered into a month-to-month part-time consulting contract with the Company, for $7,500 per month, payable in cash or stock at the consultant’s option, at predetermined conversion rates. As of April 15, 2014, the Company has brought him back on as a part-time compliance consultant. | ||||||
As of September 30, 2014 and December 31, 2013, $0, and $233,267 of the monthly lease payments were included in accounts payable on the accompanying balance sheets During the nine months ended September 30, 2014, the County of Itawamba gave the Company credit for past site preparation reimbursements provided to the County through DOE reimbursements totaling approximately $96,000 which was recorded as a gain in the accompanying statement of operations. The remaining past due balances from December 31, 2013 were paid in full. | Board of Director Arrangements | ||||||
Legal Proceedings | On July 23, 2009, the Company renewed all of its existing Directors’ appointment, issued 6,000 shares to each and paid $5,000 to the three outside members. Pursuant to the Board of Director agreements, the Company’s “in-house” board members (CEO and Vice-President) waived their annual cash compensation of $5,000. The value of the common stock granted was determined to be approximately $26,400 based on the fair market value of the Company’s common stock of $0.88 on the date of the grant. During the year ended December 31, 2009 the Company expensed approximately $41,400 related to these agreements. | ||||||
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. | On July 15, 2010, the Company renewed all of its existing Directors’ appointment, issued 6,000 shares to each and paid $5,000 to two of the three outside members. Pursuant to the Board of Director agreements, the Company’s “in-house” board members (CEO and Vice-President) waived their annual cash compensation of $5,000. The value of the common stock granted was determined to be approximately $7,200 based on the fair market value of the Company’s common stock of $0.24 on the date of the grant. During the year ended December 31, 2010, the Company expensed approximately $17,000 related to these agreements. | ||||||
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. | During the years ended December 31, 2012 and 2011, the Company accrued $10,000 each year related to the agreements for the two remaining board members. The Company also did not issue the shares issuable for compensation in 2011 to its Board Members, but later issued them in 2012. | ||||||
The Company has considered these warrants exercised based on the notice of exercise received from the respective shareholders in December 2012. | On November 19, 2013, the Company renewed all of its existing Directors’ appointment, and accrued $5,000 to two of the three outside members. Pursuant to the Board of Director agreements, the Company’s “in-house” board members (CEO and Vice-President) waived their annual cash compensation of $5,000. As of April 15, 2014, the Company had not yet issued the 6,000 shares issuable for compensation in 2013 to each of its Board Members. | ||||||
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”). | Investor Relations Agreements | ||||||
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 November 9, 2006, the Company entered into an agreement with a consultant. Under the terms of the agreement, the Company was to receive investor relations and support services in exchange for a monthly fee of $7,500, 150,000 shares of common stock, warrants to purchase 200,000 shares of common stock at $5.00 per share, expiring in five years, and the reimbursement of certain travel expenses. The common stock and warrants vested in equal amounts on November 9, 2006, February 1, 2007, April 1, 2007 and June 1, 2007. | ||||||
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. | At December 31, 2006, the consultant was vested in 37,500 shares of common stock. The shares were valued at $112,000 based upon the closing market price of the Company’s common stock on the vesting date. The warrants were valued on the vesting date at $100,254 based on the Black-Scholes option pricing model using the following assumptions: volatility of 88%, expected life of five years, risk free interest rate of 4.75% and no dividends. The value of the common stock and warrants was recorded in general and administrative expense on the accompanying consolidated statement of operations during the year ended December 31, 2006. | ||||||
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. | The Company revalued the shares on February 1, 2007, vesting date, and recorded an additional adjustment of $138,875. On February 1, 2007 the warrants were revalued at $4.70 per share based on the Black-Scholes option pricing method using the following assumptions: volatility of 102%, expected life of five years, risk free interest rate of 4.96% and no dividends. The Company recorded an additional expense of $158,118 related to these vested warrants during the year ended December 31, 2007. | ||||||
On March 31, 2007, the fair value of the vested common stock issuable under the contract based on the closing market price of the Company’s common stock was $7.18 per share and thus expensed $269,250. As of March 31, 2007, the Company estimated the fair value of the vested warrants issuable under the contract to be $6.11 per share. The warrants were valued on March 31, 2007 based on the Black-Scholes option pricing model using the following assumptions: volatility of 114%, expected life of five years, risk free interest rate of 4.58% and no dividends. The Company recorded an additional estimated expense of approximately $305,000 related to the remaining unvested warrants during the year ended December 31, 2007. | |||||||
The Company revalued the shares on June 1, 2007, vesting date, and recorded an additional adjustment of $234,375. On June 1, 2007 the warrants were revalued at $5.40 per share based on the Black-Scholes option pricing method using the following assumptions: volatility of 129%, expected life of four and a half years, risk free interest rate of 4.97% and no dividends. The Company recorded an additional expense of $269,839 related to these vested warrants during the year ended December 31, 2007. | |||||||
On November 21, 2011, these warrants expired without exercise. | |||||||
Fulton Project Lease | |||||||
On July 20, 2010, the Company entered into a 30 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 30 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. The below payout schedule does not contemplate reductions available upon the commencement of construction and commercial operations. | |||||||
Future annual minimum lease payments under the above lease agreements, at December 31, 2013 are as follows: | |||||||
Years ending | |||||||
December 31, | |||||||
2014 | $ | 123,504 | |||||
2015 | 125,976 | ||||||
2016 | 125,976 | ||||||
2017 | 125,976 | ||||||
2018 | 125,976 | ||||||
Thereafter | 2,775,520 | ||||||
Total | $ | 3,402,928 | |||||
Rent expense under non-cancellable leases was approximately $123,000, $123,000, and $431,000 during the years ended December 31, 2013 and 2012 and the period from Inception to December 31, 2013, respectively. As of December 31, 2013 and 2012, $233,267, and $205,840 of the monthly lease payments were included in accounts payable on the accompanying balance sheets. During 2013 the county of Itawamba forgave approximately $96,000 in lease payments. As of December 31, 2013, the Company was in technical default of the lease due to non-payment. Subsequent to December 31, 2013 the Company made lease payments of approximately $140,000. In addition subsequent to year end, the county of Itawamba gave the Company credit for post site preparation reimbursements. accordingly the remaining balance due was releved and the company is no longer deemed to be in defaut. | |||||||
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. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interest | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Noncontrolling Interest [Abstract] | ||
Redeemable Noncontrolling Interest | NOTE 8 - REDEEMABLE NON-CONTROLLING INTEREST | NOTE 8 - REDEEMABLE NONCONTROLLING 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 based upon 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. | 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 based upon obtaining financing for the construction of the Fulton Project. The third party equity interests is reflected as redeemable noncontrolling interests in the Company’s consolidated financial statements outside of equity. The Company accreted the redeemable noncontrolling interest for the total redemption price of $862,500 through the forecasted financial close, estimated to be the end of the third quarter of 2011. On October 5, 2011, the Company received a rejection letter for the USDA loan guarantee, on which was the financing the Company was basing estimates. During the years ended December 31, 2013 and 2012 and the period from Inception to December 31, 2013, the Company recognized the accretion of the redeemable noncontrolling interest of $0, $0, and $112,500, respectively which was charged to additional paid-in capital. | |
Net income (loss) attributable to the redeemable non-controlling interest for the three and nine-months ended September 30, 2014 and 2013 was $1,100, $(376), $3,473, $(3,118), respectively. | Net income attributable to the redeemable noncontrolling interest during the year ended December 31, 2013 was $6,099 which netted against the value of the redeemable non-controlling interest in temporary equity. The allocation of net income was presented on the statement of operations. |
Stockholders_Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ||||||||||||||
Stockholders' Deficit | NOTE 9 - STOCKHOLDERS’ DEFICIT | NOTE 9 - STOCKHOLDERS’ DEFICIT | ||||||||||||
Stock-Based Compensation | Stock Purchase Agreement | |||||||||||||
During the three and nine months ended September 30, 2014 and 2013, the Company recognized stock-based compensation, including consultants, of approximately $0, $0, $46,711, and $48,200, to general and administrative expenses and $0, $0, $0, and $0 to project development expenses, respectively. There is no additional future compensation expense to record as of September 30, 2014 based on the previous awards. | 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. | |||||||||||||
Stock Purchase Agreement | After the SEC had declared effective the registration statement related to the transaction, the Company has 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. | |||||||||||||
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. The Purchase Agreement was terminated in July 18, 2013. During the nine months ended September 30, 2014 and 2013 the Company drew $0 on the Purchase Agreement. | There are no upper limits to the price LPC may pay to purchase our common stock and the purchase price of the shares related to the $10 million funding will 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 controls the timing and amount of any future sales, if any, of shares to LPC. LPC shall 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 is below $0.15. The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions by, among and for the benefit of the parties. LPC has 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 may be 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. | 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. | |||||||||||||
Equity Facility Agreement | 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 shall issue up to 600,000 more shares pro rata as LPC purchases up to the remaining $9.85 million. | |||||||||||||
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 was 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 was 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 did not equal $110,000 after a nine month evaluation date, the Equity Agreement provided 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 was 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. | During the year ended December 31, 2011, the Company drew $200,000 under the Purchase Agreement and issued 1,119,377 shares of common stock, including 12,183 commitment shares that were earned on a pro-rata basis as described above. | |||||||||||||
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 granted 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 bore interest at a rate of twelve percent (12%) per annum with a default rate of eighteen percent (18%) per annum. The Convertible Note was 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 had the option to be prepaid in whole or in part at BlueFire’s option without penalty. The proceeds received by the Company under the purchase agreement were used for general working capital purposes which include costs reimbursed under the DOE cost share program. | During the year ended December 31, 2012, the Company drew approximately $35,000 under the Purchase Agreement and issued 235,465 shares of common stock, including 2,132 commitment shares that were earned on a pro-rata basis as described above. The Company still has approximately $9,615,000 available on the Purchase Agreement as of December 31, 2012, assuming the Company can meet the requirements contained within the Purchase Agreement. | |||||||||||||
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, 2014 and 2013 was approximately $0 and $38,600, respectively. As of September 30, 2014, there were no remaining deferred financing costs. | During the year ended December 31, 2013, the Company did not draw any amount under the Purchase Agreement and issued no shares of common stock. The Purchase Agreement expired in July 2013. | |||||||||||||
This note contained an embedded conversion feature whereby the holder could 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 was considered a derivative instrument and bifurcated. This liability was recorded on the face of the financial statements as “derivative liability”, and was revalued each reporting period. During the nine months ended September 30, 2014, the note was repaid in full along with accrued interest and fees thereon. Accordingly, the remaining derivative liability of $13,189 was transferred to equity. | The Company accounted for the 428,571 common stock warrants with ratchet provisions in accordance with ASC 815 whereby the warrants require liability classification. As the warrants are considered a cost of permanent equity, the value of the warrants netted against the equity recognized in additional paid-in capital. See Note 6 for valuation of warrants. The 600,000 shares of common stock issued in connection with the agreement were also considered a cost of permanent equity. However, because the value of the shares both add to additional paid-in capital for the value of shares issued and net against it as a cost of capital, they were recorded at par value with a corresponding reduction to additional-paid-in capital. | |||||||||||||
On April 11, 2014, the Convertible Note with TCA was repaid in full. | The remaining 600,000 shares that were to be issued pro-rata as the Company draws on the Purchase Agreement were also a cost of capital and are recorded as earned by LPC. The value of the shares both add to additional paid-in capital for the value of shares issued and net against it as a cost of capital; accordingly, they are recorded at par value with a corresponding reduction to additional-paid-in capital when earned. | |||||||||||||
Liability Purchase Agreement | Amended and Restated 2006 Incentive and Nonstatutory Stock Option Plan | |||||||||||||
On December 9, 2013, The Circuit Court of the Second Judicial Circuit in and for Leon County, Florida (the “Court”), entered an order (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, in accordance with a stipulation of settlement (the “Settlement Agreement”) between the Company, and Tarpon Bay Partners, LLC, a Florida limited liability company (“Tarpon”), in the matter entitled Tarpon Bay Partners, LLC v. BlueFire Renewables, Inc., Case No. 2013-CA-2975 (the “Action”). Tarpon commenced the Action against the Company on November 21, 2013 to recover an aggregate of $583,710 of past-due accounts payable of the Company, which Tarpon had purchased from certain creditors of the Company pursuant to the terms of separate receivable purchase agreements between Tarpon and each of such vendors (the “Assigned Accounts”), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain legal, accounting, financial services, and the repayment of aged debt. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Tarpon upon execution of the Order by the Court on December 9, 2013. Notwithstanding anything to the contrary in the Stipulation, the number of shares beneficially owned by Tarpon will not exceed 9.99% of the Company’s Common Stock. In connection with the Settlement Agreement, the Company relied on the exemption from registration provided by Section 3(a)(10) under the Securities Act. | On December 14, 2006, the Company established the 2006 incentive and nonstatutory stock option plan (the “Plan”). The Plan is intended to further the growth and financial success of the Company by providing additional incentives to selected employees, directors, and consultants. Stock options granted under the Plan may be either “Incentive Stock Options” or “Nonstatutory Options” at the discretion of the Board of Directors. The total number of shares of Stock which may be purchased through exercise of Options granted under this Plan shall not exceed ten million (10,000,000) shares, they become exercisable over a period of no longer than five (5) years and no less than 20% of the shares covered thereby shall become exercisable annually. | |||||||||||||
Pursuant to the terms of the Settlement Agreement approved by the Order, the Company shall issue and deliver to Tarpon shares (the “Settlement Shares”) of the Company’s Common Stock in one or more tranches as necessary, and subject to adjustment and ownership limitations, sufficient to generate proceeds such that the aggregate Remittance Amount (as defined in the Settlement Agreement) equals the Claim. In addition, pursuant to the terms of the Settlement Agreement, the Company issued to Tarpon the Tarpon Initial Note in the principal amount of $25,000. Under the terms of the Tarpon Initial Note, the Company shall pay Tarpon $25,000 on the date of maturity which was January 30, 2014. This Note was convertible by Tarpon into the Company’s Common Shares (See Note 4). | On October 16, 2007, the Board reviewed the Plan. As such, it determined that the Plan was to be used as a comprehensive equity incentive program for which the Board serves as the Plan administrator; and therefore added the ability to grant restricted stock awards under the Plan. | |||||||||||||
Pursuant to the fairness hearing, the Order, and the Company’s agreement with Tarpon, on December 23, 2013, the Company issued the Tarpon Success Fee Note in the principal amount of $50,000 in favor of Tarpon as a commitment fee. The Tarpon Success Fee Note was due on June 30, 2014. The Tarpon Success Fee Note was convertible into shares of the Company’s common stock (See Note 4). | Under the amended and restated Plan, an eligible person in the Company’s service may acquire a proprietary interest in the Company in the form of shares or an option to purchase shares of the Company’s common stock. The amendment includes certain previously granted restricted stock awards as having been issued under the amended and restated Plan. As of December 31, 2013, 3,307,159 options and 1,747,111 shares have been issued under the plan. As of December 31, 2013, 4,945,730 shares are still issuable under the Plan. | |||||||||||||
In connection with the settlement, on December 18, 2013 the Company issued 6,619,835 shares of Common Stock to Tarpon in which gross proceeds of $29,802 were generated from the sale of the Common Stock. In connection with the transaction, Tarpon received fees of $7,450 and providing payments of $22,352 to settle outstanding vendor payables. During the nine months ended September 30, 2014, the Company issued Tarpon 61,010,000 shares of Common Stock from which gross proceeds of $163,406 were generated from the sale of the Common Stock. In connection with the transaction, Tarpon received fees of $42,402 and providing payments of $121,004 to settle outstanding vendor payables. Any shares not used by Tarpon are subject to return to the Company. Accordingly, the Company accounts for these shares as issued but not outstanding until the shares have been sold by Tarpon and the proceeds are known. Net proceeds received by Tarpon are included as a reduction to accounts payable or other liability as applicable, as such funds are legally required to be provided to the party Tarpon purchased the debt from. | Stock Options | |||||||||||||
Warrants Exercised | On December 14, 2006, the Company granted options to purchase 1,990,000 shares of common stock to various employees and consultants having a $2.00 exercise price. The value of the options granted was determined to be approximately $4,900,000 based on the Black-Scholes option pricing model using the following assumptions: volatility of 99%, expected life of five (5) years, risk free interest rate of 4.73%, market price per share of $3.05, and no dividends. The Company expensed the value of the options over the vesting period of two years for the employees. For non-employees the Company revalued the fair market value of the options at each reporting period under the provisions of ASC 505. On December 14, 2011, 1,970,000 of these options expired while 20,000 were exercised in a prior year. | |||||||||||||
Some of our warrants contain 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. | On December 20, 2007, the Company granted options to purchase 1,038,750 shares of the Company’s common stock to various employees and consultants having an exercise price of $3.20 per share. In addition, on the same date, the Company granted its President and Chief Executive Officer 250,000 and 28,409 options to purchase shares of the Company’s common stock having an exercise price of $3.20 and $3.52, respectively. The value of the options granted was determined to be approximately $3,482,000 based on the Black-Scholes option pricing model using the following assumptions: volatility of 122.9%, expected life of five (5) years, risk free interest rate of 3.09%, market price per share of $3.20, and no dividends. Of the total 1,317,159 options granted on December 20, 2007, 739,659 vested immediately and 27,500 issued to consultants vested monthly over a one year period, and 550,000 of the options vested upon two contingent future events. Management’s belief at the time of the grant was that the events were probable to occur and were within their control, and thus accounted for the remaining vesting under ASC 718 by straight-lining the vesting through the expected date on which the future events were to occur. At the time, management believed that future date was June 30, 2008. This determination was based on the fact that the Company appeared to be on track to receive the permits and the related funding was available. In June 2008, the Company determined that the June 30, 2008 estimate would not be met due to delays in receiving the necessary permits and thus modified the date to September 30, 2008. In September 2008, the Company determined that the September 30, 2008 deadline would not be met due to the difficulty in obtaining financing due to the pending collapse of the capital markets. At that point the remaining unamortized portion was immaterial and thus, the Company expensed the remaining amounts. Although the options were expensed according to ASC 718, the recipients are still not fully vested as the triggering events have not yet occurred. The original grant date fair value of the 550,000 unvested options was $2.70. As of December 20, 2012, all 1,317,159 of these options, less 20,000 that were exercised, have expired. | |||||||||||||
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 believed that said issuance would not trigger adjustment based on the terms of the respective agreements. | The Company accounts for the stock options to consultants under the provisions of ASC 505. In accordance with ASC 505, the options awarded to consultants under the 2006 and 2007 Stock Option Grant were re-valued periodically using the Black-Scholes option pricing model over the vesting period. As of December 31, 2011 stock options to consultants were fully vested and expensed. As of December 31, 2012 all options remaining expired without exercise. | |||||||||||||
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. | In connection with the Company’s 2007 and 2006 stock option awards, during the years ended December 31, 2013, and 2012 and for the period from March 28, 2006 (Inception) to December 31, 2013, the Company recognized stock based compensation, including consultants, of approximately $0, $0, and $4,487,000 to general and administrative expenses and $0, $0, and $4,368,000 to project development expenses, respectively. There is no additional future compensation expense to record at December 31, 2013 based on previous awards. | |||||||||||||
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. | A summary of the status of the stock option grants under the Plan as of the years ended December 31, 2007, 2008, 2009, 2010, 2011 2012, and 2013 and changes during this period are presented as follows: | |||||||||||||
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. | Options | Weighted | Weighted | |||||||||||
Average | Average | |||||||||||||
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. On August 2, 2013, the Company issued these 5,740,741 shares. | Exercise | Remaining | ||||||||||||
Price | Contractual | |||||||||||||
Term | ||||||||||||||
(Years) | ||||||||||||||
Outstanding January 1, 2007 | 1,990,000 | $ | 2 | |||||||||||
Granted during the year | 1,317,159 | 3.21 | ||||||||||||
Exercised during the year | (20,000 | ) | 2 | |||||||||||
Outstanding December 31, 2007 | 3,287,159 | $ | 2.48 | 4.4 | ||||||||||
Granted during the year | - | - | ||||||||||||
Exercised during the year | - | - | ||||||||||||
Outstanding December 31, 2008 | 3,287,159 | $ | 2.48 | 3.4 | ||||||||||
Granted during the year | - | - | ||||||||||||
Exercised during the year | - | - | ||||||||||||
Outstanding December 31, 2009 | 3,287,159 | $ | 2.48 | 2.4 | ||||||||||
Granted during the year | - | - | ||||||||||||
Exercised during the year | - | - | ||||||||||||
Outstanding December 31, 2010 | 3,287,159 | $ | 2.48 | 1.4 | ||||||||||
Granted during the year | - | - | ||||||||||||
Exercised during the year | - | - | ||||||||||||
Expired during the year | (2,057,500 | ) | 2 | |||||||||||
Outstanding December 31, 2011 | 1,229,659 | $ | 3.21 | 1 | ||||||||||
Granted during the year | - | - | ||||||||||||
Exercised during the year | - | - | ||||||||||||
Expired during the year | (1,229,659 | ) | 3.21 | |||||||||||
Outstanding December 31, 2012 | - | $ | - | - | ||||||||||
Exercised during the year | - | - | ||||||||||||
Expired during the year | - | - | ||||||||||||
Outstanding December 31, 2013 | - | $ | - | - | ||||||||||
There were no amounts received for the exercise of stock options in 2013 or 2012. | ||||||||||||||
Private Offerings | ||||||||||||||
On January 5, 2007, the Company completed a private offering of its stock, and entered into subscription agreements with four accredited investors. In this offering, the Company sold an aggregate of 278,500 shares of the Company’s common stock at a price of $2.00 per share for total proceeds of $557,000. The shares of common stock were offered and sold to the investors in private placement transactions made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933. In addition, the Company paid $12,500 in cash and issued 6,250 shares of their common stock as a finder’s fee. | ||||||||||||||
On December 3, 2007 and December 14, 2007, the Company issued an aggregate of 5,740,741 shares of common stock at $2.70 per share and issued warrants to purchase 5,740,741 shares of common stock for gross proceeds of $15,500,000. The warrants have an exercise price of $2.90 per share and expire five years from the date of issuance. See Note 7 for additional information on these warrants. | ||||||||||||||
The original value of the warrants was determined to be approximately $15,968,455 based on the Black-Scholes option pricing model using the following assumptions: volatility of 122.9%, expected life of five (5) years, risk free interest rate of 3.28%, market price per share of $3.26, and no dividends. The relative fair value of the warrants did not have an impact on the financial statements as they were issued in connection with a capital raise and recorded as additional paid-in capital. | ||||||||||||||
The warrants were subject to “full-ratchet” anti-dilution protection in the event the Company (other than excluded issuances, as defined) issued any additional shares of stock, stock options, warrants or securities exchangeable into common stock at a price of less than $2.90 per share. If the Company issued securities for less $2.90 per share then the exercise price for the warrants shall be adjusted to equal the lower price. See Note 6, for additional information regarding these warrants. | ||||||||||||||
In connection with the capital raise, the Company paid $1,050,000 to placement agents, $90,000 in legal fees and issued warrants for the purchase of 222,222 shares of common stock. The warrants were valued at $618,133 based on the Black-Scholes assumptions above as recorded as a cost of the capital raised by the Company. | ||||||||||||||
Issuance of Common Stock related to Employment Agreements | ||||||||||||||
In January 2007, the Company issued 10,000 shares of common stock to an employee in connection with an employment agreement. The shares were valued on the initial date of employment at $40,000 based on the closing market of the Company’s common stock on that date. | ||||||||||||||
On February 12, 2007, the Company entered into an employment agreement with a key employee, and simultaneously entered into a consulting agreement with an entity controlled by such employee; both agreements were effective March 16, 2007. Under the terms of the consulting agreement, the consulting entity received 50,000 restricted shares of the Company’s common stock. The common stock was valued at approximately $275,000 based on the closing market price of the Company’s common stock on the date of the agreement. The shares vested in equal quarterly installments on February 12, 2007, June 1, December 1, and December 1, 2007. The Company amortized the entire fair value of the common stock of $275,000 over the vesting period during the year ended December 31, 2007. No additional issuances were made in 2008, 2009, 2010, 2011, 2013 and 2013. | ||||||||||||||
Shares Issued for Services | ||||||||||||||
Throughout the year ended December 31, 2013, the Company issued 75,000 shares of common stock for legal services provided, which compares to 389,752 shares for the same services in 2012. In connection with this issuance the Company recorded approximately $9,100 in legal expense which is included in general and administrative expense, which compares to approximately $83,000 in 2012. | ||||||||||||||
Throughout the year ended December 31, 2013, the company issued no shares of common stock for consulting services provided, which compares to 13,889 shares for consulting services in 2012. In connection, the Company recorded approximately zero in consulting expenses, which compares to approximately $2,100 in 2012. | ||||||||||||||
Shares Issued for Settlement of Accrued Expenses | ||||||||||||||
On December 27, 2012, the Company issued 527,980 shares of common stock in lieu of cash for back rent owed of $93,528. In connection with this issuance the Company recorded a gain on the settlement of accrued rent expenses of $24,891 which is included in the accompanying statement of operations. | ||||||||||||||
On October 14, 2013, the Company issued 9,847,501 shares of common stock in lieu of cash for back pay owed to Company employees of approximately $123,000. In connection with this issuance the Company recorded a gain on the settlement of accrued payroll expenses of $24,619 which is included in the accompanying statement of operations. | ||||||||||||||
Private Placement Agreements | ||||||||||||||
During the year ended December 31, 2007, the Company entered into various placement agent agreements, whereby payments are only ultimately due if capital is raised. Nothing has been paid on these, other than as previously disclosed. As of December 31, 2013, all of these placement agent agreements have expired. | ||||||||||||||
Warrants Issued | ||||||||||||||
See Notes 5, 6, 9 and 10 for warrants issued with debt and equity financings. | ||||||||||||||
On August 27, 2009, the Company entered into a six month consulting agreement. Pursuant to the agreement, the Company granted the consultant a warrant to purchase 100,000 shares of common stock at an exercise price of $3.00 per share. The value of the warrant issued was determined to be approximately $8,300 based on the Black-Scholes option pricing model using the following assumptions: volatility of 108%, expected life of one (1) year, risk free interest rate of 2.48%, market price per share of $0.80, and no dividends. The value of the warrants was expensed during the year ended December 31, 2009. These warrants expired on August 27, 2010. | ||||||||||||||
On December 15, 2010, the Company issued to Arnold Klann, a Director and Executive at the Company, a warrant to purchase 500,000 shares of common stock at an exercise price of $0.50 per share pursuant to a loan agreement. See Note 10. | ||||||||||||||
On January 19, 2011, the Company issued to Lincoln Park Capital, a warrant to purchase 428,571 shares of common stock at an exercise price of $0.55 per share pursuant to a stock purchase agreement. See Note 9. | ||||||||||||||
Warrants Cancelled | ||||||||||||||
On October 19, 2009, the Company cancelled 673,200 warrants for $220,000 in cash. (see Note 6). | ||||||||||||||
Warrants Exercised | ||||||||||||||
Some of our warrants contain 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. The Company 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 7). | ||||||||||||||
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 December 31, 2012, there was no value transferred to equity. | ||||||||||||||
Warrants Outstanding | ||||||||||||||
A summary of the status of the warrants for the years ended December 31, 2007, 2008, 2009, 2010, 2011, 2012, and 2013 changes during the periods is presented as follows: | ||||||||||||||
Warrants | Weighted | Weighted | ||||||||||||
Average | Average | |||||||||||||
Exercise | Remaining | |||||||||||||
Price | Contractual | |||||||||||||
Term | ||||||||||||||
(Years) | ||||||||||||||
Outstanding January 1, 2007 (with 50,000 warrants exercisable) | 200,000 | $ | 5 | |||||||||||
Issued during the year | 7,186,694 | 2.96 | ||||||||||||
Outstanding and exercisable at December 31, 2007 | 7,386,694 | $ | 3.02 | 4.6 | ||||||||||
Issued during the year | - | - | ||||||||||||
Outstanding and exercisable at December 31, 2008 | 7,386,694 | $ | 3.02 | 3.6 | ||||||||||
Issued during the year | 100,000 | 3 | ||||||||||||
Cancelled during the year | (673,200 | ) | 2.9 | |||||||||||
Outstanding and exercisable at December 31, 2009 | 6,813,494 | $ | 3.03 | 2.76 | ||||||||||
Issued during the year | 500,000 | 0.5 | ||||||||||||
Cancelled during the year | (426,800 | ) | 2.92 | |||||||||||
Outstanding and exercisable at December 31, 2010 | 6,886,694 | $ | 2.85 | 1.98 | ||||||||||
Issued during the year | 428,581 | 0.55 | ||||||||||||
Expired during the year | (200,000 | ) | 5 | |||||||||||
Outstanding and exercisable at December 31, 2011 | 7,115,275 | $ | 2.65 | 1.2 | ||||||||||
Issued during the year | - | - | ||||||||||||
Exercised during the year | (5,740,741 | ) | 0 | |||||||||||
Expired during the year | (445,963 | ) | 0.28 | |||||||||||
Outstanding and exercisable at December 31, 2012 | 928,571 | 0.52 | 1.92 | |||||||||||
Issued during the year | - | |||||||||||||
Exercised during the year | - | - | ||||||||||||
Expired during the year | (500,000 | ) | 0.5 | |||||||||||
Outstanding and exercisable at December 31, 2012 | 428,571 | $ | 0.55 | 2.04 | ||||||||||
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 shall commit 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 shall pay to TCA a fee by issuing to TCA that number of 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 was 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. Penalty for not getting the registration statement effective is capped at $20,000. Although no assurances can be made, Management does not believe penalties will be incurred as the delay in registration was caused by the terms of the agreement, which were substantially provided by and approved by TCA. | ||||||||||||||
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 in the accompanying balance sheet as of March 31, 2012, 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 to be amortized over one (1) year on a straight-line basis. The Company believed the 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 and through the date of this filing, the ability to draw on the equity facility was restricted due to the delay in getting the related registration statement effective. Because the Company is unable to draw on the equity facility, and because the effectiveness of the registration statement is uncertain through the date of this filing, the Company determined that the remaining deferred financing costs of approximately $27,000 should be written off as of December 31, 2012. | ||||||||||||||
On March 28, 2012, BlueFire entered into a security agreement (the “Security Agreement”) 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 is March 28, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) 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 are capitalized as deferred financing costs in the accompanying balance sheet as of December 31, 2012; and will be amortized on a straight-line basis over the term of the Convertible Note. In addition, $7,500 was dispersed to cover second quarter 2012 legal fees. After said costs, the Company received approximately $207,000 in cash from the Convertible Note. | ||||||||||||||
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. During the years ended December 31, 2013, and 2012, the Company amortized deferred financing costs and recorded as expenses approximately $21,000 and $63,000, respectively, related to the convertible note financing costs. | ||||||||||||||
The Company discounted the note by the fair market value of the derivative liability upon inception of the note. This discount will be accreted back to the face value of the note over the note term. During the years ended December 31, 2013, and 2012, the Company recorded approximately $39,000 and $123,000, respectively, in discount amortization and approximately $66,000 and $27,000, respectively, in interest expense related to the note. | ||||||||||||||
Using the Black-Scholes pricing model, with the inputs listed below, we calculated the fair market value of the conversion feature to be approximately $162,000 at the notes inception. The Company revalued the conversion feature at December 31, 2012, and December 31, 2013, in the same manner 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 for the periods ending December 31, 2013, and 2012, of approximately $44,000, and $102,000, respectively. | ||||||||||||||
December 31, 2013 | December 31, 2012 | 28-Mar-12 | ||||||||||||
Annual dividend yield | - | - | - | |||||||||||
Expected life (years) | 0 | 0.24 | 1 | |||||||||||
Risk-free interest rate | 0.01 | % | 0.16 | % | 0.19 | % | ||||||||
Expected volatility | 159 | % | 77 | % | 119 | % | ||||||||
Liability Purchase Agreement | ||||||||||||||
On December 9, 2013, The Circuit Court of the Second Judicial Circuit in and for Leon County, Florida (the “Court”), entered an order (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, in accordance with a stipulation of settlement (the “Settlement Agreement”) between the Company, and Tarpon Bay Partners, LLC, a Florida limited liability company (“Tarpon”), in the matter entitled Tarpon Bay Partners, LLC v. BlueFire Renewables, Inc., Case No. 2013-CA-2975 (the “Action”). Tarpon commenced the Action against the Company on November 21, 2013 to recover an aggregate of $583,710 of past-due accounts payable of the Company, which Tarpon had purchased from certain creditors of the Company pursuant to the terms of separate receivable purchase agreements between Tarpon and each of such vendors (the “Assigned Accounts”), plus fees and costs (the “Claim”). The Assigned Accounts relate to certain legal, accounting, financial services, and the repayment of aged debt. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Tarpon upon execution of the Order by the Court on December 9, 2013. Notwithstanding anything to the contrary in the Stipulation, the number of shares beneficially owned by Tarpon will not exceed 9.99% of the Company’s Common Stock. In connection with the Settlement Agreement, the Company relied on the exemption from registration provided by Section 3(a)(10) under the Securities Act. | ||||||||||||||
Pursuant to the terms of the Settlement Agreement approved by the Order, the Company shall issue and deliver to Tarpon shares (the “Settlement Shares”) of the Company’s Common Stock in one or more tranches as necessary, and subject to adjustment and ownership limitations, sufficient to generate proceeds such that the aggregate Remittance Amount (as defined in the Settlement Agreement) equals the Claim. In addition, pursuant to the terms of the Settlement Agreement, the Company issued to Tarpon a convertible promissory note in the principal amount of $25,000 (the “Tarpon Initial Note”). Under the terms of the Tarpon Initial Note, the Company shall pay Tarpon $25,000 on the date of maturity which is January 30, 2014. This Note is convertible by Tarpon into the Company’s Common Shares (See Note 5). | ||||||||||||||
Pursuant to the fairness hearing, the Order, and the Company’s agreement with Tarpon, on December 23, 2013, the Company issued the Tarpon Success Fee Note in the principal amount of $50,000 in favor of Tarpon as a commitment fee. The Tarpon Success Fee Note is due on June 30, 2014. The Tarpon Success Fee Note is convertible into shares of the Company’s common stock (See Note 5). | ||||||||||||||
In connection with the settlement, on December 18, 2013 the Company issued 6,619,835 shares of Common Stock to Tarpon in which gross proceeds of $29,802 were generated from the sale of the Common Stock. In connection with the transaction, Tarpon received fees of $7,450 and providing payments of $22,352 to settle outstanding vendor payables. Subsequent to December 31, 2013, the Company issued Tarpon 61,010,000 shares of Common Stock. The Company cannot reasonably estimate the amount of proceeds Tarpon expects to receive from the sale of these shares which will be used to satisfy the liabilities. Any shares not used by Tarpon are subject to return to the Company. Accordingly, the Company accounts for these shares as issued but not outstanding until the shares have been sold by Tarpon and the proceeds are known. Net proceeds received by Tarpon are included as a reduction to accounts payable or other liability as applicable, as such funds are legally required to be provided to the party Tarpon purchased the debt from. As of December 31, 2013, only 2,075,540 of the initial 6,619,835 shares had been sold by Tarpon, for gross proceeds of $12,560, of which $9,420 was used to settle outstanding liabilities and the remainder applied to Tarpon fees, and charged to stock compensation in the accompanying consolidated financial statements. Shares in which are held by Tarpon at each reporting period are accounted for as issued but not outstanding. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 7 - RELATED PARTY TRANSACTIONS | NOTE 10 - RELATED PARTY TRANSACTIONS |
On November 10, 2011, the Company obtained a line of credit in the amount of $40,000 from its CEO to provide additional liquidity to the Company as needed, at his sole discretion. Under the terms of the note, the Company is to repay any principal balance and interest, at 12% per annum, within 30 days of receiving qualified investment financing of $100,000 or more. During the nine months ended September 30, 2014, the CEO advanced the Company an additional net $34,000 under the line of credit, bringing the balance to $45,230, which is in excess of the line of credit limit, however, during the nine-months ended September 30, 2014, the Company and the CEO amended this line of credit so that the maximum amount that could be borrowed is $55,000. | Technology Agreement with Arkenol, Inc. | |
On March 1, 2006, the Company entered into a Technology License agreement with Arkenol, Inc. (“Arkenol”), in which the Company’s majority shareholder and other family members hold an interest. Arkenol has its own management and board separate and apart from the Company. According to the terms of the agreement, the Company was granted an exclusive, non-transferable, North American license to use and to sub-license the Arkenol technology. The Arkenol Technology, converts cellulose and waste materials into Ethanol and other high value chemicals. As consideration for the grant of the license, the Company shall make a one time payment of $1,000,000 at first project construction funding and for each plant make the following payments: (1) royalty payment of 4% of the gross sales price for sales by the Company or its sub licensees of all products produced from the use of the Arkenol Technology (2) and a one time license fee of $40 per 1,000 gallons of production capacity per plant. According to the terms of the agreement, the Company made a one-time exclusivity fee prepayment of $30,000 during the period ended December 31, 2006. The agreement term is for 30 years from the effective date. | ||
During 2008, due to the receipt of proceeds from the Department of Energy, the Board of Directors determined that the Company had triggered its obligation to incur the full $1,000,000 Arkenol License fee. The Board of Directors determined that the receipt of these proceeds constituted “First Project Construction Funding” as established under the Arkenol technology agreement. As such, the consolidated statement of operations for the year ended December 31, 2008 reflected the one-time license fee of $1,000,000. The Company paid the net amount due of $970,000 to the related party on March 9, 2009. | ||
Asset Transfer Agreement with Ark Entergy, Inc. | ||
On March 1, 2006, the Company entered into an Asset Transfer and Acquisition Agreement with ARK Energy, Inc. (“ARK Energy”), which is owned (50%) by the Company’s CEO. ARK Energy has its own management and board separate and apart from the Company. Based upon the terms of the agreement, ARK Energy transferred certain rights, assets, work-product, intellectual property and other know-how on project opportunities that may be used to deploy the Arkenol technology (as described in the above paragraph). In consideration, the Company has agreed to pay a performance bonus of up to $16,000,000 when certain milestones are met. These milestones include transferee’s project implementation which would be demonstrated by start of the construction of a facility or completion of financial closing whichever is earlier. The payment is based on ARK Energy’s cost to acquire and develop 19 sites which are currently at different stages of development. As of December 31, 2013 and 2012, the Company had not incurred any liabilities related to the agreement. | ||
Related Party Lines of Credit | ||
In March 2007, the Company obtained a line of credit in the amount of $1,500,000 from its Chairman/Chief Executive Officer and majority shareholder to provide additional liquidity to the Company as needed. Under the terms of the note, the Company is to repay any principal balance and interest, at 10% per annum, within 30 days of receiving qualified investment financing of $5,000,000 or more. As of December 31, 2007, the Company repaid its outstanding balance on line of credit of approximately $631,000 which included interest of $37,800. This line of credit was terminated with the closing of the private placement in December 2007 and the subsequent line of credit balance repayment. | ||
In February 2009, the Company obtained a line of credit in the amount of $570,000 from Arkenol Inc, its technology licensor, to provide additional liquidity to the Company as needed. In October 2009, $175,000 was utilized from the line of credit, and in November 2009, the balance was paid in full along with approximately $500 interest. As of December 31, 2010, there were no amounts outstanding, and the line of credit was deemed cancelled as the Company did not anticipate utilizing funds from the line of credit. | ||
On November 10, 2011, the Company obtained a line of credit in the amount of $40,000 from its Chairman/Chief Executive Officer and majority shareholder to provide additional liquidity to the Company as needed, at his sole discretion. Under the terms of the note, the Company is to repay any principal balance and interest, at 12% per annum, within 30 days of receiving qualified investment financing of $100,000 or more. As of December 31, 2013 and 2012, the outstanding balance on the line of credit was approximately $11,230 and $15,230 with $28,770 and $24,770 remaining under the line, respectively. Although the Company has received over $100,000 in financing since this agreement was put into place, Mr. Klann does not hold the Company in default. | ||
Purchase of Property and Equipment | ||
During the year ended December 31, 2007, the Company purchased various office furniture and equipment from ARK Energy costing approximately $39,000. All such property and equipment is fully depreciated as of December 31, 2012. | ||
Loan Agreement | ||
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 “Lender”), and the Company, as borrower. Pursuant to the Loan Agreement, the 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 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 Lender’s option; and (ii) issue the Lender warrants allowing the Lender to buy 500,000 common shares of the Company at an exercise price of $0.50 per common share, such warrants to 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 or shares of the Company’s common stock, at the Lender’s option. | ||
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. The discount was fully amortized during the year ended December 31, 2011. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | NOTE 11 – INCOME TAXES | ||||||||
The following table presents the current and deferred tax provision for federal and state income taxes for the years ended December 31, 2013 and 2012. | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current Tax Provision | |||||||||
Federal | $ | - | $ | - | |||||
State | 2,400 | 2,400 | |||||||
Total | $ | 2,400 | $ | 2,400 | |||||
Deferred tax provision (benefit) | |||||||||
Federal | (6,937,891 | ) | (6,646,663 | ) | |||||
State | (614,642 | ) | (796,294 | ) | |||||
Valuation Allowance | 7,552,533 | 7,442,957 | |||||||
Total | - | ||||||||
Total Provision for income taxes | $ | 2,400 | $ | 2,400 | |||||
Current taxes in 2013 and 2012 consist of minimum taxes to the State of California.. | |||||||||
Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2013 and 2012 are as follows: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
US federal statutory income tax rate | 30 | % | 30 | % | |||||
State tax - net of benefit | 4 | % | 4 | % | |||||
34 | % | 34 | % | ||||||
Permanent differences | -10 | % | -11 | % | |||||
Reserves and accruals | 0 | % | -7 | % | |||||
Changes in deferred tax assets | -16 | % | 4 | % | |||||
Increase in valuation allowance | -8 | % | -20 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
The components of the Company’s deferred tax assets for federal and state income taxes as of December 31, 2013 and 2012 consisted of the following: | |||||||||
2013 | 2012 | ||||||||
Deferred income tax assets | |||||||||
Net operating loss carryforwards | $ | 7,552,533 | $ | 7,327,107 | |||||
Reserves and accruals | - | 115,850 | |||||||
Valuation allowance | $ | (7,552,533 | ) | $ | (7,442,957 | ) | |||
$ | - | $ | - | ||||||
The Company’s deferred tax assets consist primarily of net operating loss (“NOL”) carry forwards of approximately $7,553,000 and $7,327,000 at December 31, 2013 and 2012, respectively. At December 31, 2013, the Company had NOL carry forwards for Federal and California income tax purposes totaling approximately $23.1 million and $15.4 million, respectively. At December 31, 2012, the Company had NOL carry forwards for Federal and California income tax purposes, totaling approximately $21.8 million and $19.6 million, respectively. Federal and California NOL’s have begun to expire and fully expire in 2033 and 2023, respectively. For federal tax purposes these carry forwards expire in twenty years beginning in 2026 and for the State purposes they expired beginning in 2012. | |||||||||
Income tax reporting primarily relates to the business of the parent company Blue Fire Ethanol Fuels, Inc. which experienced a change in ownership on June 27, 2006. A change in ownership requires management to compute the annual limitation under Section 382 of the Internal Revenue Code. The amount of benefits the Company may receive from the operating loss carry forwards for income tax purposes is further dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. | |||||||||
The Company has identified the United States Federal tax returns as its “major” tax jurisdiction. The United States Federal return years 2009 through 2013 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations. The Company is subject to examination by the California Franchise Tax Board for the years ended 2009 through 2013 and currently does not have any ongoing tax examinations. | |||||||||
In addition, the Company is not current in their federal and state income tax filings prior to the reverse acquisition. The Company has assessed and determined that the effect of non filing is not expected to be significant, as Sucre has not had active operations for a significant period of time. |
Subsequent_Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 - Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS |
Subsequent to September 30, 2014, the Company issued to AKR, AKR Warrant C to purchase up to 8,400,000 shares of the Company’s common stock, in connection with the AKR Note transaction on April 8, 2014 (See Note 4). | On December 19, 2013, the Company signed a convertible note of $37,500 with Asher Enterprises, Inc, however this note did not fund until January 8, 2014. Under the terms of the note, the Company is to repay any principal balance and interest, at 8% per annum at maturity date of December 23, 2014. The convertible promissory note is convertible into shares of the Company’s common stock after six months as disclosed in Note 5. | |
Subsequent to September 30, 2014, the Company signed a new master engineering, procurement and construction contract with the China International Water & Electric Company, a subsidiary of China Three Gorges Corporation. | Subsequent to December 31, 2013, the holder of various convertible notes, converted $32,500 in principal and $1,300 of accrued interest into 22,207,699 shares of common stock. See Note 5 for more information on the conversion features of the notes. | |
Subsequent to September 30, 2014, the Company received a letter of intent from The Export Import Bank of China to provide up to $270 Million USD in debt for the Fulton project subject to meeting certain credit criteria and completion of further due diligence. | Subsequent to year end, the Company paid the remaining $140,639 in lease payments on its Fulton Project that were past due, so as of April 15, 2014, the Company is out of default and is current on the lease payments for the Fulton Project. | |
Subsequent to year end, the Company paid off the senior secured convertible note and accrued interest thereon, along with other fees due TCA for total payment of approximately $459,000 | ||
Subsequent to year end, the Company received investments totaling $350,000 from an investor in the form of a debenture with warrants. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ||||||||||
Going Concern | Going Concern | Going Concern | ||||||||
The Company has historically incurred recurring losses. Management has funded operations primarily through 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, various convertible notes, and Department of Energy reimbursements from 2009 to 2014. The Company may encounter further difficulties in establishing operations due to the time frame of developing, constructing and ultimately operating the planned bio-refinery projects. | The Company is a development-stage company which has incurred losses since Inception. Management has funded operations primarily through proceeds received in connection with the 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, various convertible notes, and Department of Energy reimbursements throughout 2009 to 2013. The Company may encounter further difficulties in establishing operations due to the time frame of developing, constructing and ultimately operating the planned bio-refinery projects. | |||||||||
As of September 30, 2014, the Company has negative working capital of approximately $1,533,000. 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 2014, the Company intends to fund its operations with remaining reimbursements under the Department of Energy contract as available, as well as seek additional funding in the form of equity or debt. The Company’s ability to get reimbursed under the DOE contract is dependent on the availability of cash to pay for the related costs and the availability of funds remaining under the contract after the discontinuance of the Department of Energy contract further disclosed in Note 3. As of November 19, 2014, 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. | As of December 31, 2013, the Company has negative working capital of approximately $1,985,000. 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 2014, the Company intends to fund its operations with remaining reimbursements under the Department of Energy contract, as well as seek additional funding in the form of equity or debt. The Company’s ability to get reimbursed under the DOE contract is dependent on the availability of cash to pay for the related costs and the availability of funds remaining under the contract after the discontinuance of the Department of Energy contract further disclosed in Note 3. As of April [•], 2014, 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 and only requires minimal capital to maintain until funding is obtained for the construction. This project shall continue once we receive the funding necessary to construct the facility. | 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 2009. 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 September 30, 2014, 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. As of December 31, 2013, the construction-in-progress was deemed impaired due to the discontinuance of future funding from the DOE further described in Note 3. | 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, 2013, 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. As of December 31, 2013, the construction-in-progress to date was deemed impaired as disclosed in Note 4. | |||||||||
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 or inflation of general costs of construction. 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. | 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 believes that our inability to get financing thus far for the projects as well as the no go decision from the DOE requires impairment of our Fulton Project assets (See Note 4). The Company cannot continue significant development or furtherance of the Fulton project until financing for the construction of the Fulton plant is obtained. | |||||||||
Basis of Presentation | Basis of Presentation | |||||||||
The accompanying unaudited consolidated 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 consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2013. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year. | ||||||||||
In July 2014, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. | ||||||||||
Principles of Consolidation | 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 SucreSource 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. | The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned subsidiary, BlueFire Ethanol, Inc. BlueFire Ethanol Lancaster, LLC, BlueFire Fulton Renewable Energy LLC (excluding 1% interest sold), and SucreSource LLC are wholly-owned subsidiaries of BlueFire Ethanol, Inc. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||
Use of Estimates | 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. | 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. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||
For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. | ||||||||||
Debt Issuance Costs | Debt Issuance Costs | |||||||||
Debt issuance costs are capitalized and amortized over the term of the debt using the effective interest method, or expensed upon conversion or extinguishment when applicable. Costs are capitalized for amounts incurred in connection with proposed financings. In the event the financing related to the capitalized cost is not successful, the costs are immediately expensed (see Note 5). | ||||||||||
Accounts Receivable | Accounts Receivable | |||||||||
Accounts receivable are reported net of allowance for expected losses. It represents the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are charged to operations in the year in which those differences are determined, with an offsetting entry to a valuation allowance. As of December 31, 2013 and 2012, the Company has reserved zero and approximately and $20,000, respectively. | ||||||||||
Intangible Assets | Intangible Assets | |||||||||
License fees acquired are either expensed or recognized as intangible assets. The Company recognizes intangible assets when the following criteria are met: 1) the asset is identifiable, 2) the Company has control over the asset, 3) the cost of the asset can be measured reliably, and 4) it is probable that economic benefits will flow to the Company. During the year ended December 31, 2009, the Company paid a license fee (see Note 10) to Arkenol, Inc., a related party. The license fee was expensed because the Company is still in the research and development stage and cannot readily determine the probability of future economic benefits for said license. | ||||||||||
Property and Equipment | Property and Equipment | |||||||||
Property and equipment are stated at cost. The Company’s fixed assets are depreciated using the straight-line method over a period ranging from three to five years, except land which is not depreciated. Maintenance and repairs are charged to operations as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. During the year ended December 31, 2010, the Company began to capitalize costs in connection with the construction of its Fulton plant, and continued to do so in 2013 until it was determined that the project should be impaired. A portion of these costs were reimbursed under the Department of Energy grant discussed in Note 3. The reimbursable portion was treated as a reduction of those costs. | ||||||||||
Revenue Recognition | Revenue Recognition | |||||||||
The Company is currently a development-stage company. The Company will recognize revenues from 1) consulting services rendered to potential sub licensees for development and construction of cellulose to ethanol projects, 2) sales of ethanol from its production facilities when (a) persuasive evidence that an agreement exists; (b) the products have been delivered; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured. | ||||||||||
As discussed in Note 3, the Company received a federal grant from the United States Department of Energy, (“DOE”). The grant generally provides for payment in connection with related development and construction costs involving commercialization of our technologies. Grant award reimbursements are recorded as either contra assets or as revenues depending upon whether the reimbursement is for capitalized construction costs or expenses paid by the Company. Contra capitalized cost and revenues from the grant are recognized in the period during which the conditions under the grant have been met and the Company has made payment for the related asset or expense. The Company recognizes DOE unbilled grant receivables for those costs that have been incurred during a period but not yet paid at period end, are otherwise reimbursable under the terms of the grant, and are expected to be paid in the normal course of business. Realization of unbilled receivables is dependent on the Company’s ability to meet their obligation for reimbursable costs. | ||||||||||
Project Development | 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, 2014 and 2013, research and development costs, net of stock-based compensation, included in Project Development expense were approximately $187,000, $135,000, $602,000 and $382,000, respectively. | 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 years ended December 31, 2013 and 2012 and for the period from March 28, 2006 (Inception) to December 31, 2013, research and development costs included in Project Development were $591,356, $475,792, and $15,529,815 respectively. | |||||||||
Convertible Debt | 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. | Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470 “Debt with Conversion and Other Options” and ASC 740 “Beneficial Conversion Features”. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to paid-in-capital. | |||||||||
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 calculates the fair value of warrants 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 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. For a conversion price change of a convertible debt issue, the additional intrinsic value of the debt conversion feature, calculated as the number of additional shares issuable due to a conversion price change multiplied by the previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debt. | |||||||||
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. | The Company accounts for modifications of its BCF’s in accordance with ASC 470 “Modifications and Exchanges”. ASC 470 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 | 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. | 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 $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 was not declared effective. The Company was working with TCA to resolve this issue and, on April 11, 2014, the Equity Facility was canceled and related convertible note repaid in full. No registration rights penalties were incurred as part of the repayment. | In connection with the issuance of common stock for gross proceeds of $15,500,000 in December 2007 and the $2,000,000 convertible note financing in August 2007, the Company was required to file a registration statement on Form SB-2 or Form S-3 with the Securities and Exchange Commission in order to register the resale of the common stock under the Securities Act. The Company filed that registration statement on December 18, 2007 and as required under the registration rights agreement had the registration statement declared effective by the Securities and Exchange Commission (“SEC”) on March 27, 2009 and in so doing incurred no liquidated damages. As of December 31, 2013 and 2012, the Company does not believe that any liquidated damages are probable and thus no amounts have been accrued in the accompanying financial statements. | |||||||||
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 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. | ||||||||||
Income Taxes | Income Taxes | |||||||||
The Company accounts for income taxes in accordance with ASC 740 “Income Taxes” requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. | ||||||||||
This Interpretation sets forth a recognition threshold and valuation method to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would “more likely than not,” based upon its technical merits, be sustained upon examination by the appropriate taxing authority. The second step requires the tax position to be measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company does not have any uncertain positions which require such analysis. | ||||||||||
Fair Value of Financial Instruments | 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: | 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 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 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. | ||||||||
● | 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 December 31, 2013 and 2012. | ||||||||
The Company did not have any level 1 financial instruments at September 30, 2014 or December 31, 2013. | As of December 31, 2013 and 2012, the warrant liability and derivative liability are considered level 2 items, see Notes 5, 6, and 9. | |||||||||
As of September 30, 2014, and December 31, 2013 the Company’s warrant and derivative liabilities are considered level 2 items (see Notes 4 and 5). | As of December 31, 2013 and 2012, the Company’s redeemable noncontrolling interest is considered a level 3 item and changed during 2012 and 2013 due to the following: | |||||||||
As of September 30, 2014 and December 31, 2013 the Company’s redeemable non-controlling interest is considered a level 3 item and changed during nine months ended September 30, 2014 as follows: | Balance as of January 1, 2013 | $ | 849,945 | |||||||
Net gain attributable to noncontrolling interest | 6,099 | |||||||||
Balance at December 31, 2013 | $ | 856,044 | Balance at December 31, 2013 | $ | 856,044 | |||||
Net loss attributable to non-controlling interest | 3,473 | |||||||||
Balance at September 30, 2014 | $ | 859,517 | See Note 8 for details of valuation and changes during the years 2013 and 2012. | |||||||
The carrying amounts reported in the accompanying consolidated financial statements for current assets and current liabilities approximate the fair value because of the immediate or short term maturities of the financial instruments. | ||||||||||
Risks and Uncertainties | 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. | 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. | |||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk | |||||||||
The Company maintains its cash accounts in a commercial bank and in an institutional money-market fund account. The total cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, although on January 1, 2014 this amount is scheduled to return to $100,000 per depositor, per insured bank. At times, the Company has cash deposits in excess of federally insured limits. In addition, the Institutional Funds Account is insured through the Securities Investor Protection Corporation (“SIPC”) up to $500,000 per customer, including up to $100,000 for cash. At times, the Company has cash deposits in excess of federally and institutional insured limits. | ||||||||||
As of December 31, 2013 and 2012, the Department of Energy made up 100% of billed and unbilled Grant Revenues and Department of Energy grant receivables. Management believes the loss of this organization would have a material impact on the Company’s financial position, results of operations, and cash flows. | ||||||||||
As of December 31, 2013 and 2012, one customer made up 100% of the Company’s consulting fees revenue. Management believes the loss of consulting to this organization would have a material impact on the Company’s financial position, results of operations, and cash flows. | ||||||||||
As of December 31, 2013 and 2012 three vendors made up 65% and 64% of accounts payable, respectively. | ||||||||||
Loss per Common Share | 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, 2014 and 2013, the Company had 15,128,571and 428,571 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 period 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 the periods presented. | 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. For the years ended December 31, 2013 and 2012, the Company had no options and 428,571 and 928,571 warrants outstanding, 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 year and thus no shares are considered as dilutive under the treasury-stock method of accounting and their effects would have been antidilutive due to the loss. | |||||||||
Share-Based Payments | Share-Based Payments | |||||||||
The Company accounts for stock options issued to employees and consultants under ASC 718 “Share-Based Payment”. Under ASC 718, share-based compensation cost to employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period. | ||||||||||
The Company measures compensation expense for its non-employee stock-based compensation under ASC 505 “Equity”. The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital. | ||||||||||
Derivative Financial Instruments | 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. | 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. | 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. | |||||||||
Lines of Credit with Share Issuance | Lines of Credit with Share Issuance | |||||||||
Shares issued to obtain a line of credit are recorded at fair value at contract inception. When shares are issued to obtain a line of credit rather than in connection with the issuance, the shares are accounted for as equity, at the measurement date in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees.” The issuance of these shares is equivalent to the payment of a loan commitment or access fee, and, therefore, the offset is recorded akin to debt issuance costs. The deferred fee is amortized on a straight-line basis over the stated term of the line of credit, or other period as deemed appropriate. | ||||||||||
Redeemable - Noncontrolling Interest | Redeemable - Non-controlling Interest | Redeemable - Noncontrolling 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. | Redeemable interest held by third parties in subsidiaries owned or controlled by the Company is reported on the consolidated balance sheets outside permanent equity. As these redeemable noncontrolling interests provide for redemption features not solely within the control of the issuer, we classify such interests outside of permanent equity in accordance with ASC 480-10, “Distinguishing Liabilities from Equity”. All redeemable noncontrolling 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 loss available to the Company. The Company accretes the redemption value of the redeemable noncontrolling interest over the redemption period using the straight-line method. | |||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||||||
The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amount of property and equipment may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the potential impairment by determining whether the carrying value of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company regularly evaluates whether events and circumstances have occurred that indicate the useful lives of property and equipment may warrant revision. The carrying value of our construction in progress, included in property and equipment, was impaired for its full carrying value of $1,162,148 at December 31, 2013. There was no impairment as of December 31, 2012. | ||||||||||
New Accounting Pronouncements | New Accounting Pronouncements | New Accounting Pronouncements | ||||||||
In June 2014, the FASB issued ASU No. 2014-10, which eliminates the concept of a development stage entity, or DSE, in its entirety from GAAP. Under existing guidance, DSEs are required to report incremental information, including inception-to-date financial information, in their financial statements. A DSE is an entity devoting substantially all of its efforts to establishing a new business and for which either planned principal operations have not yet commenced or have commenced but there has been no significant revenues generated from that business. Entities classified as DSEs will no longer be subject to these incremental reporting requirements after adopting ASU No. 2014-10. ASU No. 2014-10 is effective for fiscal years beginning after December 15, 2014, with early adoption permitted. Retrospective application is required for the elimination of incremental DSE disclosures. Prior to the issuance of ASU No. 2014-10, the Company had met the definition of a DSE since its inception. The Company elected to adopt this ASU early, and therefore it has eliminated the incremental disclosures previously required of DSEs, starting with its June 30, 2014 Quarterly Report on Form 10-Q. | Management does not believe that any 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 | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ||||||||||
Schedule of Redeemable Noncontrolling Interest Considered Level Three | As of September 30, 2014 and December 31, 2013 the Company’s redeemable non-controlling interest is considered a level 3 item and changed during nine months ended September 30, 2014 as follows: | As of December 31, 2013 and 2012, the Company’s redeemable noncontrolling interest is considered a level 3 item and changed during 2012 and 2013 due to the following: | ||||||||
Balance at December 31, 2013 | $ | 856,044 | Balance as of January 1, 2013 | $ | 849,945 | |||||
Net loss attributable to non-controlling interest | 3,473 | Net loss attributable to noncontrolling interest | 6,099 | |||||||
Balance at September 30, 2014 | $ | 859,517 | Balance at December 31, 2013 | $ | 856,044 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property and Equipment | Property and Equipment consist of the following: | ||||||||
December 31, 2013 | December 31, 2012 | ||||||||
Construction in progress | $ | - | $ | 1,104,192 | |||||
Land | 109,108 | 109,108 | |||||||
Office equipment | 63,367 | 63,367 | |||||||
Furniture and fixtures | 44,806 | 44,806 | |||||||
217,281 | 1,321,473 | ||||||||
Accumulated depreciation | (106,041 | ) | (103,159 | ) | |||||
$ | 111,240 | $ | 1,218,314 |
Notes_Payable_Tables
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | During the three months ending September 30, 2014, the range of inputs used to calculate derivative liabilities noted above were as follows: | During the year ended December 31, 2013, the range of inputs used to calculate derivative liabilities noted above were as follows: | ||||||||||||||||
Three months ending | Year ended | |||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||
Annual dividend yield | 0 | Annual dividend yield | - | |||||||||||||||
Expected life (years) | 0.17- 0.11 | Expected life (years) | 0.0 - 0.25 | |||||||||||||||
Risk-free interest rate | .03-.01 | % | Risk-free interest rate | 0.02% - 0.12% | ||||||||||||||
Expected volatility | 234.68 | % | Expected volatility | 61.34% - 159% | ||||||||||||||
Tarpon Bay Convertible Notes [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Schedule of Derivative Liability Using Black Shole Price | The Company used the following range of assumptions for the three months ended September 30, 2014 and December 31, 2013: | The Company used the following assumptions as of December 31, 2013 and each of the notes inception: | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | 31-Dec-13 | Notes Inception | |||||||||||||||
Annual dividend yield | 0 | % | 0 | % | Annual dividend yield | 0 | % | 0 | % | |||||||||
Expected life (years) | 0.00 - 0.01 | 0.8 | Expected life (years) | 0.08 | 0.17 - 0.52 | |||||||||||||
Risk-free interest rate | 0.01% - 0.02 | % | 0.02 | % | Risk-free interest rate | 0.02 | % | 0.05 - 0.10 | % | |||||||||
Expected volatility | 229% - 242 | % | 159 | % | Expected volatility | 159 | % | 159 | % | |||||||||
AKR Promissory Note [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Schedule of Derivative Liability Using Black Shole Price | The Company assessed the fair value of the AKR Warrants based on the Black-Scholes pricing model. See below for variables used in assessing the fair value. | |||||||||||||||||
8-Apr-14 | ||||||||||||||||||
Annual dividend yield | - | |||||||||||||||||
Expected life (years) of | 1.41 - 2.00 | |||||||||||||||||
Risk-free interest rate | 0.4 | % | ||||||||||||||||
Expected volatility | 183% - 206 | % |
Outstanding_Warrant_Liability_
Outstanding Warrant Liability (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Dec. 31, 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. | 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, 2014 | December 31, 2013 | December 31, 2013 | December 31, 2012 | |||||||||||||||
Annual dividend yield | - | - | Annual dividend yield | - | - | |||||||||||||
Expected life (years) | 1.3 | 2.05 | Expected life (years) | 2.05 | 3.05 | |||||||||||||
Risk-free interest rate | 0.13 | % | 0.38 | % | Risk-free interest rate | 0.38 | % | 0.72 | % | |||||||||
Expected volatility | 236 | % | 150 | % | Expected volatility | 150 | % | 117 | % |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||
Future Annual Minimum Lease Payments Under Lease Agreements | Future annual minimum lease payments under the above lease agreements, at December 31, 2013 are as follows: | |||||
Years ending | ||||||
December 31, | ||||||
2014 | $ | 123,504 | ||||
2015 | 125,976 | |||||
2016 | 125,976 | |||||
2017 | 125,976 | |||||
2018 | 125,976 | |||||
Thereafter | 2,775,520 | |||||
Total | $ | 3,402,928 |
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | |||||||||||||
Summary of Status of Stock Option Grants Under the Plan | A summary of the status of the stock option grants under the Plan as of the years ended December 31, 2007, 2008, 2009, 2010, 2011 2012, and 2013 and changes during this period are presented as follows: | ||||||||||||
Options | Weighted | Weighted | |||||||||||
Average | Average | ||||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
(Years) | |||||||||||||
Outstanding January 1, 2007 | 1,990,000 | $ | 2 | ||||||||||
Granted during the year | 1,317,159 | 3.21 | |||||||||||
Exercised during the year | (20,000 | ) | 2 | ||||||||||
Outstanding December 31, 2007 | 3,287,159 | $ | 2.48 | 4.4 | |||||||||
Granted during the year | - | - | |||||||||||
Exercised during the year | - | - | |||||||||||
Outstanding December 31, 2008 | 3,287,159 | $ | 2.48 | 3.4 | |||||||||
Granted during the year | - | - | |||||||||||
Exercised during the year | - | - | |||||||||||
Outstanding December 31, 2009 | 3,287,159 | $ | 2.48 | 2.4 | |||||||||
Granted during the year | - | - | |||||||||||
Exercised during the year | - | - | |||||||||||
Outstanding December 31, 2010 | 3,287,159 | $ | 2.48 | 1.4 | |||||||||
Granted during the year | - | - | |||||||||||
Exercised during the year | - | - | |||||||||||
Expired during the year | (2,057,500 | ) | 2 | ||||||||||
Outstanding December 31, 2011 | 1,229,659 | $ | 3.21 | 1 | |||||||||
Granted during the year | - | - | |||||||||||
Exercised during the year | - | - | |||||||||||
Expired during the year | (1,229,659 | ) | 3.21 | ||||||||||
Outstanding December 31, 2012 | - | $ | - | - | |||||||||
Exercised during the year | - | - | |||||||||||
Expired during the year | - | - | |||||||||||
Outstanding December 31, 2013 | - | $ | - | - | |||||||||
Summary of Status of Warrants | A summary of the status of the warrants for the years ended December 31, 2007, 2008, 2009, 2010, 2011, 2012, and 2013 changes during the periods is presented as follows: | ||||||||||||
Warrants | Weighted | Weighted | |||||||||||
Average | Average | ||||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
(Years) | |||||||||||||
Outstanding January 1, 2007 (with 50,000 warrants exercisable) | 200,000 | $ | 5 | ||||||||||
Issued during the year | 7,186,694 | 2.96 | |||||||||||
Outstanding and exercisable at December 31, 2007 | 7,386,694 | $ | 3.02 | 4.6 | |||||||||
Issued during the year | - | - | |||||||||||
Outstanding and exercisable at December 31, 2008 | 7,386,694 | $ | 3.02 | 3.6 | |||||||||
Issued during the year | 100,000 | 3 | |||||||||||
Cancelled during the year | (673,200 | ) | 2.9 | ||||||||||
Outstanding and exercisable at December 31, 2009 | 6,813,494 | $ | 3.03 | 2.76 | |||||||||
Issued during the year | 500,000 | 0.5 | |||||||||||
Cancelled during the year | (426,800 | ) | 2.92 | ||||||||||
Outstanding and exercisable at December 31, 2010 | 6,886,694 | $ | 2.85 | 1.98 | |||||||||
Issued during the year | 428,581 | 0.55 | |||||||||||
Expired during the year | (200,000 | ) | 5 | ||||||||||
Outstanding and exercisable at December 31, 2011 | 7,115,275 | $ | 2.65 | 1.2 | |||||||||
Issued during the year | - | - | |||||||||||
Exercised during the year | (5,740,741 | ) | 0 | ||||||||||
Expired during the year | (445,963 | ) | 0.28 | ||||||||||
Outstanding and exercisable at December 31, 2012 | 928,571 | 0.52 | 1.92 | ||||||||||
Issued during the year | - | ||||||||||||
Exercised during the year | - | - | |||||||||||
Expired during the year | (500,000 | ) | 0.5 | ||||||||||
Outstanding and exercisable at December 31, 2012 | 428,571 | $ | 0.55 | 2.04 | |||||||||
Black-Scholes Pricing Model Assumptions Used to Calculate Fair Market Value of Conversion Feature of Notes | The Company revalued the conversion feature at December 31, 2012, and December 31, 2013, in the same manner 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 for the periods ending December 31, 2013, and 2012, of approximately $44,000, and $102,000, respectively. | ||||||||||||
December 31, 2013 | December 31, 2012 | 28-Mar-12 | |||||||||||
Annual dividend yield | - | - | - | ||||||||||
Expected life (years) | 0 | 0.24 | 1 | ||||||||||
Risk-free interest rate | 0.01 | % | 0.16 | % | 0.19 | % | |||||||
Expected volatility | 159 | % | 77 | % | 119 | % |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Current and Deferred Tax Provision for Federal and State Income Taxes | The following table presents the current and deferred tax provision for federal and state income taxes for the years ended December 31, 2013 and 2012. | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Current Tax Provision | |||||||||
Federal | $ | - | $ | - | |||||
State | 2,400 | 2,400 | |||||||
Total | $ | 2,400 | $ | 2,400 | |||||
Deferred tax provision (benefit) | |||||||||
Federal | (6,937,891 | ) | (6,646,663 | ) | |||||
State | (614,642 | ) | (796,294 | ) | |||||
Valuation Allowance | 7,552,533 | 7,442,957 | |||||||
Total | - | ||||||||
Total Provision for income taxes | $ | 2,400 | $ | 2,400 | |||||
Schedule of Effective Income Tax Rate Reconciliation | Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2013 and 2012 are as follows: | ||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
US federal statutory income tax rate | 30 | % | 30 | % | |||||
State tax - net of benefit | 4 | % | 4 | % | |||||
34 | % | 34 | % | ||||||
Permanent differences | -10 | % | -11 | % | |||||
Reserves and accruals | 0 | % | -7 | % | |||||
Changes in deferred tax assets | -16 | % | 4 | % | |||||
Increase in valuation allowance | -8 | % | -20 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets for federal and state income taxes as of December 31, 2013 and 2012 consisted of the following: | ||||||||
2013 | 2012 | ||||||||
Deferred income tax assets | |||||||||
Net operating loss carryforwards | $ | 7,552,533 | $ | 7,327,107 | |||||
Reserves and accruals | - | 115,850 | |||||||
Valuation allowance | $ | (7,552,533 | ) | $ | (7,442,957 | ) | |||
$ | - | $ | - |
Organization_and_Business_Deta
Organization and Business (Details Narrative) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 25, 2013 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 100,000,000 | |
Common stock, par value | $0.00 | $0.00 | $0.00 | |
Minimum [Member] | ||||
Common stock, shares authorized | 100,000,000 | |||
Common stock, par value | $0.00 | |||
Maximum [Member] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, par value | $0.00 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | 1 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2007 | Aug. 31, 2007 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2007 | Dec. 31, 2013 | Aug. 21, 2007 | Mar. 31, 2011 | Mar. 28, 2012 | |
Customer | Customer | |||||||||||||
Vendors | Vendors | |||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Proceeds from sale of stock through private placement | $14,500,000 | $12,500 | $544,500 | |||||||||||
Working capital deficit | 1,533,000 | 1,533,000 | 1,985,000 | 1,985,000 | ||||||||||
Accounts receivable, valuation allowance reserve | 20,000 | 0 | 20,000 | |||||||||||
Estimated operating expenses | 450,889 | 288,048 | 1,341,390 | 933,338 | 2,469,631 | 1,757,643 | 40,942,480 | |||||||
Issuance of common stock, gross proceeds | 15,500,000 | 35,000 | 14,745,000 | |||||||||||
Convertible note financing | 2,000,000 | 35,000 | 110,000 | 110,000 | 395,500 | 0 | 3,005,500 | |||||||
Liquidated damages, amount accrued | 0 | 0 | 0 | |||||||||||
Research and development expenses | 187,000 | 135,000 | 602,000 | 382,000 | 591,356 | 475,792 | 15,529,815 | |||||||
Income tax contingency, maximum percent realized upon ultimate settlement | 50.00% | |||||||||||||
Total cash balances held in commercial bank secured by Federal Deposit Insurance Corporation | 250,000 | 250,000 | ||||||||||||
Amount scheduled to return per depositor, per insured bank | 100,000 | 100,000 | ||||||||||||
Institutional Funds Account insured through Securities Investor Protection Corporation ("SIPC") insured amount per customer | 500,000 | 500,000 | ||||||||||||
Institutional Funds Account insured through Securities Investor Protection Corporation ("SIPC") insured amount cash | 100,000 | 100,000 | ||||||||||||
Percentage of billed and unbilled Grant Revenues and Department of Energy grant receivables | 100.00% | 100.00% | ||||||||||||
Number of customers accounted for consulting fees revenue | 1 | 1 | ||||||||||||
Percentage of Company's consulting fees revenue | 100.00% | 100.00% | ||||||||||||
Number of vendors accounted for accounts payable | 3 | 3 | ||||||||||||
Percentage of accounts payable | 65.00% | 64.00% | ||||||||||||
Penalty for filing to get the registration statement effective | 20,000 | |||||||||||||
Impairment of property and equipment | 1,162,148 | 1,162,148 | ||||||||||||
Warrant [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Convertible note financing | 1,279,429 | |||||||||||||
Antidilutive securities excluded from computation of earnings per share | 15,128,571 | 428,571 | 928,571 | |||||||||||
Stock Option [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share | 0 | 428,571 | ||||||||||||
Next Twelve Months [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Estimated operating expenses | 1,700,000 | 1,700,000 | ||||||||||||
Bluefire Fulton Renewable Energy Llc [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Ownership interest in Bluefire Fulton Renewable Energy LLC sold | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||
Lincoln Park Capital Fund, LLC [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Purchase agreement amount | 10,000,000 | |||||||||||||
TCA [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Purchase agreement amount | 2,000,000 | |||||||||||||
Fulton Project [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Construction costs | 300,000,000 | 300,000,000 | ||||||||||||
Minimum [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Property and equipment, useful life | 3 years | |||||||||||||
Minimum [Member] | Fulton Project [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Construction costs | 100,000,000 | |||||||||||||
Minimum [Member] | Lancaster Biorefinery [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Construction costs | 100,000,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Property and equipment, useful life | 5 years | |||||||||||||
Convertible note financing | 2,000,000 | |||||||||||||
Maximum [Member] | Lancaster Biorefinery [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Construction costs | 125,000,000 | |||||||||||||
Maximum [Member] | Lancaster Biorefinery Project [Member] | ||||||||||||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||||||||||||
Construction costs | $125,000,000 |
Recovered_Sheet1
Summary Of Significant Accounting Policies - Schedule of Redeemable Noncontrolling Interest Considered Level Three (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||||||
Balance at the beginning | $856,044 | $849,945 | $849,945 | ||||
Net gain attributable to noncontrolling interest | 1,100 | -376 | 3,473 | -3,118 | 6,099 | -2,586 | -6,456 |
Balance at the end | $859,517 | $859,517 | $856,044 | $849,945 | $856,044 |
Development_Contract_Details_N
Development Contract (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | 1 Months Ended | ||||||
Oct. 31, 2009 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jun. 30, 2011 | Dec. 31, 2009 | Oct. 31, 2007 | Feb. 28, 2007 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue from Grants | $314,970 | $219,017 | $1,164,473 | $836,956 | $1,336,449 | $642,596 | $7,954,779 | |||||
One-time reimbursement, received | 3,841,000 | |||||||||||
Reimbursements received under awards plan | 13,079,839 | 11,914,906 | ||||||||||
Total grant available to Entity under awards | 88,300 | |||||||||||
U.S. Department Of Energy [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue from Grants | 88,000,000 | 10,000,000 | ||||||||||
Total grant available to Entity under awards | 87,560,000 | |||||||||||
Unreimbursed amount under this plan | 843,998 | |||||||||||
Company received overpayment from cumulative reimbursement | 354,000 | |||||||||||
U.S. Department Of Energy [Member] | Award One [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Unused grant award money left | 366,000 | |||||||||||
U.S. Department Of Energy [Member] | Award Two [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue from Grants | 843,998 | |||||||||||
U.S. Department Of Energy [Member] | Phase II [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue from Grants | 81,000,000 | |||||||||||
U.S. Department Of Energy [Member] | Project One [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue from Grants | 7,000,000 | |||||||||||
U.S. Department Of Energy [Member] | Maximum [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Revenue from Grants | $40,000,000 | |||||||||||
Award, percentage | 60.00% | |||||||||||
U.S. Department Of Energy [Member] | Minimum [Member] | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Award, percentage | 40.00% |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | ||
Nov. 09, 2007 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
acre | ||||||
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $705 | $2,435 | $2,882 | $14,909 | $106,398 | |
Investment in construction activities | 58,000 | 45,500 | ||||
Impairment of property and equipment | 1,162,148 | 1,162,148 | ||||
Area of land | 10 | |||||
Payments to acquire land held-for-use | $109,000 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | |||
Construction in progress | $1,104,192 | ||
Land | 109,108 | 109,108 | |
Office equipment | 63,367 | 63,367 | |
Furniture and fixtures | 44,806 | 44,806 | |
Property, plant and equipment, gross | 217,281 | 1,321,473 | |
Accumulated depreciation | -106,746 | -106,041 | -103,159 |
Property, plant and equipment, net | $110,535 | $111,240 | $1,218,314 |
Notes_Payable_Detail_Narrative
Notes Payable (Detail Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Aug. 02, 2013 | Jun. 13, 2013 | Mar. 28, 2012 | Dec. 19, 2013 | Feb. 11, 2013 | Dec. 21, 2012 | Oct. 11, 2012 | Oct. 11, 2012 | Nov. 07, 2007 | Jul. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2007 | Aug. 21, 2007 | Jul. 13, 2007 | Aug. 31, 2007 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2007 | Dec. 31, 2013 | Jan. 31, 2007 | Nov. 09, 2006 | Mar. 31, 2007 | Dec. 31, 2006 | Jul. 13, 2007 | Dec. 19, 2013 | Apr. 08, 2014 | Feb. 26, 2013 | Dec. 04, 2012 | Dec. 03, 2007 | Aug. 31, 2010 | Dec. 23, 2013 | Apr. 24, 2014 | |
Investor | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Promissory note | $300,000 | |||||||||||||||||||||||||||||||||||||||
Convertible note issued | 32,500 | 37,500 | 53,000 | 32,500 | 37,500 | 37,500 | 63,500 | 37,500 | ||||||||||||||||||||||||||||||||
Debt conversion, original debt, interest rate of debt | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, expiration or due date | 17-Mar-14 | 23-Dec-14 | 13-Nov-13 | 26-Sep-13 | 15-Jul-13 | 15-Jul-13 | 2-May-13 | 21-Aug-10 | ||||||||||||||||||||||||||||||||
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 notes are convertible into shares of the Company’s common stock after six months as 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 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. | 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 | 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 | 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 | |||||||||||||||||||||||||||||||||
Derivative liability, fair value, net | 28,507 | 0 | 49,500 | 15,600 | 66,000 | 66,000 | 9,000 | 9,000 | 0 | |||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 9,689,210 | 146,080 | 146,080 | |||||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 22,100 | 0 | 0 | 75,695 | 41,502 | 75,695 | ||||||||||||||||||||||||||||||||||
Debt instrument, amortized discount | 2,500 | 2,500 | ||||||||||||||||||||||||||||||||||||||
Amortization interest expense | 23,000 | |||||||||||||||||||||||||||||||||||||||
Costs of financing | 1,031 | |||||||||||||||||||||||||||||||||||||||
Costs of financing remaining related to notes | 0 | |||||||||||||||||||||||||||||||||||||||
Loss on derivative issuance | 46,000 | 96,000 | ||||||||||||||||||||||||||||||||||||||
Convertible note payable, interest rate | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||
Cash payment on Tarpon Initial Note | 380,000 | |||||||||||||||||||||||||||||||||||||||
Shares issued on Tarpon Initial Note | 17,000 | |||||||||||||||||||||||||||||||||||||||
Number of accredited investors | 8 | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $0.50 | $5 | $2.90 | $0 | $0.50 | $2.90 | $5 | $0 | $0 | $2.90 | ||||||||||||||||||||||||||||||
Expiry term of vested warrants | 5 years | |||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 3,500,000 | 990,367 | ||||||||||||||||||||||||||||||||||||||
Expected volatility | 112.60% | 118.00% | 113.00% | 234.68% | ||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.10% | 4.05% | 4.94% | |||||||||||||||||||||||||||||||||||||
Annual dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||||||||||||||||||
Expected life (years) | 3 years | 5 years | ||||||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 2,000,000 | 35,000 | 110,000 | 110,000 | 395,500 | 0 | 3,005,500 | |||||||||||||||||||||||||||||||||
Fair value of derivative liability | 47,000 | 44,000 | 102,000 | 44,000 | ||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 47,222 | 52,511 | 131,763 | 178,127 | 221,990 | 122,953 | 0 | 332,256 | 1,031,776 | |||||||||||||||||||||||||||||||
Fair market value of the conversion feature | 332,000 | |||||||||||||||||||||||||||||||||||||||
Repayments of Convertible Debt | 516,000 | 275,000 | ||||||||||||||||||||||||||||||||||||||
Repayment Of Convertibel Debt Interest Amount | 16,000 | |||||||||||||||||||||||||||||||||||||||
Debt instrument, increase, accrued interest | 800 | |||||||||||||||||||||||||||||||||||||||
Conversion of senior secured convertible notes payable | 2,000,000 | 0 | 2,000,000 | |||||||||||||||||||||||||||||||||||||
Common shares issued (in shares) | 5,740,741 | |||||||||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $4.21 | |||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt, amount | 10,000,000 | |||||||||||||||||||||||||||||||||||||||
Percentage of discount on convertible promissory notes | 100.00% | |||||||||||||||||||||||||||||||||||||||
Amortization of Financing Costs and Discounts | 312,000 | 6,806 | ||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 1,688,000 | 0 | 955,637 | -2,818,370 | ||||||||||||||||||||||||||||||||||||
Debt issuance costs for rejected loan guarantees | 309,834 | 207,000 | 583,634 | |||||||||||||||||||||||||||||||||||||
Debt Issuance Cost | 25,000 | 309,000 | 123,800 | 150,000 | ||||||||||||||||||||||||||||||||||||
Loan Guarantee | 250,000,000 | 250,000,000 | 58,000,000 | |||||||||||||||||||||||||||||||||||||
Write off of deferred debt issuance cost | 583,634 | |||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 6,512 | 6,000 | ||||||||||||||||||||||||||||||||||||||
Gain loss on fair value hedges recognized | 18,010 | |||||||||||||||||||||||||||||||||||||||
Amortization of deferred financing costs | 0 | 38,600 | 1,031 | 63,000 | ||||||||||||||||||||||||||||||||||||
Department Of Energy [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Loan Guarantee | 250,000,000 | 250,000,000 | ||||||||||||||||||||||||||||||||||||||
Write off of deferred debt issuance cost | 123,800 | |||||||||||||||||||||||||||||||||||||||
Project One [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Write off of deferred debt issuance cost | 123,800 | |||||||||||||||||||||||||||||||||||||||
California Project [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Write off of deferred debt issuance cost | 150,000 | |||||||||||||||||||||||||||||||||||||||
Us Department Of Agriculture [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt Issuance Cost | 114,000 | 298,000 | 150,000 | |||||||||||||||||||||||||||||||||||||
Bluefire Fulton Renewable Energy Llc [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Loan Guarantee | 250,000,000 | |||||||||||||||||||||||||||||||||||||||
Investor Relations Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares issued on Tarpon Initial Note | 269,250 | 112,000 | ||||||||||||||||||||||||||||||||||||||
Common shares issued (in shares) | 138,875 | 150,000 | 37,500 | |||||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | 25,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, warrants or options issued | 200,000 | |||||||||||||||||||||||||||||||||||||||
Senior Secured Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, warrants or options issued | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Fair market value of the conversion feature | 1,679,000 | |||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, rate | 8.00% | |||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 167,744 | |||||||||||||||||||||||||||||||||||||||
Fair market value of the conversion feature | 167,744 | |||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible debt | 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Class Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $5.48 | |||||||||||||||||||||||||||||||||||||||
Common shares issued (in shares) | 500,000 | |||||||||||||||||||||||||||||||||||||||
Class B Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $6.32 | |||||||||||||||||||||||||||||||||||||||
Common shares issued (in shares) | 500,000 | |||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares issued on Tarpon Initial Note | 17,000 | |||||||||||||||||||||||||||||||||||||||
Common shares issued (in shares) | 17,000,000 | |||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to buy common shares | 8,400,000 | 8,400,000 | ||||||||||||||||||||||||||||||||||||||
Expected volatility | 236.00% | 150.00% | 117.00% | |||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.13% | 0.38% | 0.72% | |||||||||||||||||||||||||||||||||||||
Annual dividend yield | ||||||||||||||||||||||||||||||||||||||||
Expected life (years) | 1 year 3 months 18 days | 2 years 18 days | 3 years 18 days | |||||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 1,279,429 | |||||||||||||||||||||||||||||||||||||||
Note One [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 22,207,699 | |||||||||||||||||||||||||||||||||||||||
Note One [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 24,537,990 | 1,642,578 | ||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 37,500 | |||||||||||||||||||||||||||||||||||||||
Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible note issued | 37,500 | 37,500 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, expiration or due date | 23-Dec-14 | |||||||||||||||||||||||||||||||||||||||
Note Two [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 2,262,860 | |||||||||||||||||||||||||||||||||||||||
Note Three [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Derivative liability, fair value, net | 35,290 | 35,290 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||
Loss on derivative issuance | 18,686 | |||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt, amount | 27,400 | |||||||||||||||||||||||||||||||||||||||
Tarpon Initial Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible note issued | 25,000 | 25,000 | 25,000 | 25,000 | 50,000 | |||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, expiration or due date | 30-Jan-14 | 30-Jan-14 | ||||||||||||||||||||||||||||||||||||||
Debt instrument convertible conversion price description | 50% discount to the lowest closing bid price for the Common Stock for the twenty (20) trading days ending on the trading day immediately before the conversion date. | 50% discount to the lowest closing bid price for the Common Stock for the twenty (20) trading days ending on the trading day immediately before the conversion date. | ||||||||||||||||||||||||||||||||||||||
Cash payment on Tarpon Initial Note | 25,000 | |||||||||||||||||||||||||||||||||||||||
Shares issued on Tarpon Initial Note | 45,647,727 | |||||||||||||||||||||||||||||||||||||||
Convertible debt | 25,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||
Common shares issued (in shares) | 61,010,000 | |||||||||||||||||||||||||||||||||||||||
Tarpon Success Fee Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Convertible note issued | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, expiration or due date | 30-Jun-14 | |||||||||||||||||||||||||||||||||||||||
Debt instrument convertible conversion price description | 50% discount from the lowest closing bid price in the twenty (20) trading days prior to the day that Tarpon requests conversion. | |||||||||||||||||||||||||||||||||||||||
Cash payment on Tarpon Initial Note | 25,000 | |||||||||||||||||||||||||||||||||||||||
Shares issued on Tarpon Initial Note | 45,647,727 | |||||||||||||||||||||||||||||||||||||||
Tarpon Bay Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Amortization interest expense | 51,960 | |||||||||||||||||||||||||||||||||||||||
Expected volatility | 159.00% | |||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.02% | |||||||||||||||||||||||||||||||||||||||
Annual dividend yield | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||||||
Expected life (years) | 9 months 18 days | |||||||||||||||||||||||||||||||||||||||
Tarpon Bay Convertible Notes [Member] | Day One Loss On Derivative [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Loss on derivative issuance | 96,000 | |||||||||||||||||||||||||||||||||||||||
AKR Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Promissory note | 350,000 | 30,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, expiration or due date | 8-Apr-15 | |||||||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 22,017 | |||||||||||||||||||||||||||||||||||||||
Debt instrument, amortized discount | 20,363 | |||||||||||||||||||||||||||||||||||||||
Convertible note payable, interest rate | 5.00% | 5.00% | ||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.40% | |||||||||||||||||||||||||||||||||||||||
Annual dividend yield | ||||||||||||||||||||||||||||||||||||||||
AKR Promissory Note [Member] | AKR Warrant A [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to buy common shares | 7,350,000 | |||||||||||||||||||||||||||||||||||||||
Warrants, exercise price per share | $0.01 | |||||||||||||||||||||||||||||||||||||||
Warrants, expiration date | 8-Apr-16 | |||||||||||||||||||||||||||||||||||||||
Relative fair value discount | 42,380 | |||||||||||||||||||||||||||||||||||||||
AKR Promissory Note [Member] | AKR Warrant B [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to buy common shares | 7,350,000 | |||||||||||||||||||||||||||||||||||||||
Warrants, exercise price per share | $0.01 | |||||||||||||||||||||||||||||||||||||||
Warrants, expiration date | 8-Apr-16 | |||||||||||||||||||||||||||||||||||||||
AKR Promissory Note [Member] | AKR Warrant C [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Warrants to buy common shares | 8,400,000 | |||||||||||||||||||||||||||||||||||||||
Warrants, exercise price per share | $0.01 | |||||||||||||||||||||||||||||||||||||||
Warrants, expiration date | 8-Apr-16 | |||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 728,571 | |||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Senior Secured Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of accredited investors | 2 | |||||||||||||||||||||||||||||||||||||||
Fair market value of the conversion feature | 728,000 | |||||||||||||||||||||||||||||||||||||||
Note Five [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Derivative liability, fair value, net | 139,541 | 139,541 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 12,193,017 | |||||||||||||||||||||||||||||||||||||||
Debt conversion, original debt, amount | 166,000 | |||||||||||||||||||||||||||||||||||||||
Asher Enterprises [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt, principal and accrued interest outstanding | 32,000 | |||||||||||||||||||||||||||||||||||||||
Fair value of derivative liabilty | 28,000 | |||||||||||||||||||||||||||||||||||||||
Tarpon Commitment Fee Note [Member] | ||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, expiration or due date | 30-Jun-14 | |||||||||||||||||||||||||||||||||||||||
Debt instrument convertible conversion price description | fifty percent (50%) discount from the lowest closing bid price in the twenty (20) trading days prior to the day that Tarpon requests conversion. | |||||||||||||||||||||||||||||||||||||||
Convertible debt | $50,000 | $50,000 |
Notes_Payable_Schedule_of_Fair
Notes Payable - Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model (Details) | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Aug. 21, 2007 | Jul. 13, 2007 | Dec. 31, 2010 | Sep. 30, 2014 | Dec. 31, 2013 | |
Short-term Debt [Line Items] | |||||
Annual dividend yield | 0.00% | 0.00% | 0.00% | ||
Expected life (years) | 5 years | 3 years | |||
Risk-free interest rate | 4.05% | 4.94% | 1.10% | ||
Expected volatility | 118.00% | 113.00% | 112.60% | 234.68% | |
Minimum [Member] | |||||
Short-term Debt [Line Items] | |||||
Expected life (years) | 1 month 10 days | 0 days | |||
Risk-free interest rate | 0.01% | 0.02% | |||
Expected volatility | 61.34% | ||||
Maximum [Member] | |||||
Short-term Debt [Line Items] | |||||
Expected life (years) | 2 months 1 day | 3 months | |||
Risk-free interest rate | 0.03% | 0.12% | |||
Expected volatility | 159.00% |
Notes_Payable_Schedule_of_Deri
Notes Payable - Schedule of Derivative Liability Using Black Shole Price (Details) | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended |
Aug. 21, 2007 | Jul. 13, 2007 | Dec. 31, 2010 | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 08, 2014 | |
Annual dividend yield | 0.00% | 0.00% | 0.00% | |||
Expected life (years) | 5 years | 3 years | ||||
Risk-free interest rate | 4.05% | 4.94% | 1.10% | |||
Expected volatility | 118.00% | 113.00% | 112.60% | 234.68% | ||
Minimum [Member] | ||||||
Expected life (years) | 1 month 10 days | 0 days | ||||
Risk-free interest rate | 0.01% | 0.02% | ||||
Expected volatility | 61.34% | |||||
Maximum [Member] | ||||||
Expected life (years) | 2 months 1 day | 3 months | ||||
Risk-free interest rate | 0.03% | 0.12% | ||||
Expected volatility | 159.00% | |||||
Tarpon Bay Convertible Notes [Member] | ||||||
Annual dividend yield | 0.00% | 0.00% | ||||
Expected life (years) | 9 months 18 days | |||||
Risk-free interest rate | 0.02% | |||||
Expected volatility | 159.00% | |||||
Tarpon Bay Convertible Notes [Member] | Minimum [Member] | ||||||
Expected life (years) | 0 days | |||||
Risk-free interest rate | 0.01% | |||||
Expected volatility | 229.00% | |||||
Tarpon Bay Convertible Notes [Member] | Maximum [Member] | ||||||
Expected life (years) | 4 days | |||||
Risk-free interest rate | 0.02% | |||||
Expected volatility | 242.00% | |||||
AKR Promissory Note [Member] | ||||||
Annual dividend yield | ||||||
Risk-free interest rate | 0.40% | |||||
AKR Promissory Note [Member] | Minimum [Member] | ||||||
Expected life (years) | 1 year 4 months 28 days | |||||
Expected volatility | 183.00% | |||||
AKR Promissory Note [Member] | Maximum [Member] | ||||||
Expected life (years) | 2 years | |||||
Expected volatility | 206.00% |
Outstanding_Warrant_Liability_1
Outstanding Warrant Liability (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 90 Months Ended | |||||||||||
Aug. 02, 2013 | Oct. 19, 2009 | Jan. 31, 2009 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2009 | Jan. 19, 2011 | Jan. 31, 2011 | Aug. 21, 2007 | Dec. 31, 2013 | Feb. 26, 2013 | Dec. 04, 2012 | Dec. 31, 2010 | Dec. 31, 2008 | Dec. 03, 2007 | Jul. 13, 2007 | |
Investor | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Common shares issued (in shares) | 5,740,741 | ||||||||||||||||||||
Gain (Loss) from change in fair value of warrant liability | $55 | $400 | ($180) | $22,200 | $0 | $1,000 | $2,516,000 | ||||||||||||||
Warrants no longer afforded equity treatment | 6,962,963 | ||||||||||||||||||||
Warrants exercise price | $2.90 | $0 | $2.90 | $2.90 | $0 | $0 | $0.50 | $2.90 | $5 | ||||||||||||
Cumulative effect of warrants reclassified | 15,700,000 | ||||||||||||||||||||
Reclassification of long term warrant liability | 2,900,000 | ||||||||||||||||||||
Number of private offerings | 2 | ||||||||||||||||||||
Cancellation of warrants | 673,200 | ||||||||||||||||||||
Cancellation of warrants value | 220,000 | ||||||||||||||||||||
Warrants issued | 5,740,741 | ||||||||||||||||||||
Gain on change in fair value of warrant liability | 208,562 | 22,200 | 125,400 | ||||||||||||||||||
Remaining fair value of warrant liability | 73,282 | 1,000 | |||||||||||||||||||
Loss on the retirements of warrants | 146,718 | 0 | -146,718 | ||||||||||||||||||
Retirement of Aurarian warrants | 220,000 | ||||||||||||||||||||
Fair value of warrants | 22,542 | 803,704 | 11,498 | ||||||||||||||||||
Period Two [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants issued | 326,800 | ||||||||||||||||||||
Gain on change in fair value of warrant liability | 117,468 | ||||||||||||||||||||
Warrant Two [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Common shares issued (in shares) | 428,571 | 428,571 | |||||||||||||||||||
Gain (Loss) from change in fair value of warrant liability | 11,498 | ||||||||||||||||||||
Warrants exercise price | $0.55 | ||||||||||||||||||||
Class B Warrants [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Common shares issued (in shares) | 500,000 | ||||||||||||||||||||
Warrants exercise price | $6.32 | ||||||||||||||||||||
Class Warrants [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Common shares issued (in shares) | 500,000 | ||||||||||||||||||||
Warrants exercise price | $5.48 | ||||||||||||||||||||
Warrant One [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Gain (Loss) from change in fair value of warrant liability | -1,000 | 2,516,000 | |||||||||||||||||||
Warrants exercise price | 2.9 | ||||||||||||||||||||
Fair value of warrants | $125,477 | ||||||||||||||||||||
Warrant One [Member] | Period Two [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants no longer afforded equity treatment | 1,000,000 | ||||||||||||||||||||
Warrant One [Member] | Period One [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants no longer afforded equity treatment | 5,962,563 | ||||||||||||||||||||
December Two Thousand Seven [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Common shares issued (in shares) | 5,740,741 | ||||||||||||||||||||
August 2007 [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Common shares issued (in shares) | 689,655 | ||||||||||||||||||||
December Two Thousand Twelve [Member] | |||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||
Warrants no longer afforded equity treatment | 5,962,963 |
Outstanding_Warrant_Liability_2
Outstanding Warrant Liability - Schedule of Black-Scholes Option Pricing Model Assumptions to Estimate Fair Value of Warrants (Details) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 13, 2007 | Dec. 31, 2010 | Aug. 21, 2007 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Warrant or Right [Line Items] | ||||||
Annual dividend yield | 0.00% | 0.00% | 0.00% | |||
Expected life (years) | 5 years | 3 years | ||||
Risk-free interest rate | 4.94% | 1.10% | 4.05% | |||
Expected volatility | 113.00% | 112.60% | 118.00% | 234.68% | ||
Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Annual dividend yield | ||||||
Expected life (years) | 1 year 3 months 18 days | 2 years 18 days | 3 years 18 days | |||
Risk-free interest rate | 0.13% | 0.38% | 0.72% | |||
Expected volatility | 236.00% | 150.00% | 117.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 81 Months Ended | 93 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Aug. 02, 2013 | Jul. 21, 2011 | Jul. 20, 2010 | Mar. 31, 2008 | Jun. 27, 2006 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2007 | Jun. 01, 2007 | Jan. 31, 2007 | Nov. 09, 2006 | Mar. 31, 2007 | Dec. 31, 2006 | Feb. 01, 2007 | Nov. 19, 2013 | Jul. 15, 2010 | Jul. 23, 2009 | Dec. 31, 2009 | Apr. 30, 2014 | Feb. 26, 2013 | Dec. 04, 2012 | Dec. 03, 2007 | Jul. 13, 2007 | |
Number | ||||||||||||||||||||||||||||||||
CommitmentsAndContingenciesDisclosureLineItems [Line Items] | ||||||||||||||||||||||||||||||||
Primary lease term | 30 years | |||||||||||||||||||||||||||||||
Lease rate per acre, per month | $10,300 | |||||||||||||||||||||||||||||||
Lease rate renewal term | 5 years | |||||||||||||||||||||||||||||||
Rent expense under non-cancellable leases | 30,900 | 30,900 | 92,600 | 92,600 | 123,000 | 123,000 | 308,000 | 431,000 | ||||||||||||||||||||||||
Accrued lease payments | 0 | 0 | 233,267 | 205,840 | 205,840 | 233,267 | 140,639 | |||||||||||||||||||||||||
Gain of credit for past site preparation reimbursements | 96,000 | |||||||||||||||||||||||||||||||
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 | 5,740,741 | |||||||||||||||||||||||||||
Warrants issued | 5,740,741 | |||||||||||||||||||||||||||||||
Number of rights for additional thirty year terms | 2 | |||||||||||||||||||||||||||||||
Forgave lease payments | 96,000 | |||||||||||||||||||||||||||||||
Payment of lease expense | 140,000 | |||||||||||||||||||||||||||||||
Employment agreement period | 3 years | |||||||||||||||||||||||||||||||
Amount due under employment agreements | 586,000 | |||||||||||||||||||||||||||||||
Employment agreement effective date | 1-Feb-08 | |||||||||||||||||||||||||||||||
Employment agreement termination date | 31-May-09 | |||||||||||||||||||||||||||||||
Employment agreement initial salary | 120,000 | |||||||||||||||||||||||||||||||
Part time consulting contract payable in cash | 7,500 | |||||||||||||||||||||||||||||||
Common shares issued (in shares) | 5,740,741 | |||||||||||||||||||||||||||||||
Share-based compensation | 46,711 | 9,075 | 12,215 | 160,874 | 161,851 | 11,713,341 | 11,725,556 | |||||||||||||||||||||||||
Stock issued during period, value | 17,000 | |||||||||||||||||||||||||||||||
Common shares issued, price per share | $0.24 | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 104.20% | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.07% | |||||||||||||||||||||||||||||||
Fair value of warrants | 22,542 | 803,704 | 11,498 | |||||||||||||||||||||||||||||
Deferred compensation arrangement with individual, recorded liability | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||||||
Equity finance advisory fees description | 5% on the first $250 million, and 3% in excess of $250 million for equity capital, and/or 2% of aggregate gross proceeds received from debt capital. | |||||||||||||||||||||||||||||||
Warrants exercise price | $2.90 | $0 | $0.50 | $0 | $2.90 | $0 | $0 | $2.90 | $5 | |||||||||||||||||||||||
Class of warrant or right modification expense | -803,704 | 0 | -803,704 | |||||||||||||||||||||||||||||
Common shares unissued | 6,000 | |||||||||||||||||||||||||||||||
County of Itawabma [Member] | ||||||||||||||||||||||||||||||||
CommitmentsAndContingenciesDisclosureLineItems [Line Items] | ||||||||||||||||||||||||||||||||
Technical default of lease due to non-payment | 126,953 | 126,953 | ||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
CommitmentsAndContingenciesDisclosureLineItems [Line Items] | ||||||||||||||||||||||||||||||||
Warrants decreased exercise price | $0 | $0 | ||||||||||||||||||||||||||||||
Warrant [Member] | Investor Relations Agreements [Member] | ||||||||||||||||||||||||||||||||
CommitmentsAndContingenciesDisclosureLineItems [Line Items] | ||||||||||||||||||||||||||||||||
Fair value of warrants | 269,839 | |||||||||||||||||||||||||||||||
Investor Relations Agreements [Member] | ||||||||||||||||||||||||||||||||
CommitmentsAndContingenciesDisclosureLineItems [Line Items] | ||||||||||||||||||||||||||||||||
Common shares issued (in shares) | 138,875 | 150,000 | 37,500 | |||||||||||||||||||||||||||||
Stock issued during period, value | 269,250 | 112,000 | ||||||||||||||||||||||||||||||
Common shares issued, price per share | $7.18 | |||||||||||||||||||||||||||||||
Investor relation exchange for monthly fee | 7,500 | |||||||||||||||||||||||||||||||
Purchase of warrants | 200,000 | |||||||||||||||||||||||||||||||
Common stock warrants price per share | $5 | |||||||||||||||||||||||||||||||
Warrants expiration term | 5 years | |||||||||||||||||||||||||||||||
Share-based compensation | 100,254 | |||||||||||||||||||||||||||||||
Warrants Price Per Share | $5.40 | $6.11 | ||||||||||||||||||||||||||||||
Fair value of warrants | 234,375 | |||||||||||||||||||||||||||||||
Investor Relations Agreements [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
CommitmentsAndContingenciesDisclosureLineItems [Line Items] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 129.00% | 114.00% | 88.00% | 102.00% | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 6 months | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.97% | 4.58% | 4.75% | 4.96% | ||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Fair value of warrants | 158,118 | 269,839 | 305,000 | |||||||||||||||||||||||||||||
Equity finance advisory fees description | 4.7 | |||||||||||||||||||||||||||||||
Board Of Director Arrangements [Member] | ||||||||||||||||||||||||||||||||
CommitmentsAndContingenciesDisclosureLineItems [Line Items] | ||||||||||||||||||||||||||||||||
Common shares issued (in shares) | 6,000 | 6,000 | ||||||||||||||||||||||||||||||
Share-based compensation | 5,000 | 5,000 | 5,000 | |||||||||||||||||||||||||||||
Stock issued during period, value | 7,200 | 26,400 | ||||||||||||||||||||||||||||||
Common shares issued, price per share | $0.24 | $0.88 | ||||||||||||||||||||||||||||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $17,000 | $41,400 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Annual Minimum Lease Payments Under Lease Agreements (Details) (USD $) | Dec. 31, 2013 |
Commitments and Contingencies Disclosure [Abstract] | |
2014 | $123,504 |
2015 | 125,976 |
2016 | 125,976 |
2017 | 125,976 |
2018 | 125,976 |
Thereafter | 2,775,520 |
Total | $3,402,928 |
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interest (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | |||
Dec. 23, 2010 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
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 | |||||||
Net loss attributable to noncontrolling interest | 1,100 | -376 | 3,473 | -3,118 | 6,099 | -2,586 | -6,456 | |
Accretion of redeemable non-controlling interest | $112,500 |
Stockholders_Deficit_Details_N
Stockholders' Deficit (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||||||||||
Oct. 14, 2013 | Aug. 02, 2013 | Dec. 27, 2012 | Dec. 31, 2007 | Aug. 31, 2007 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 15, 2010 | Oct. 19, 2009 | Aug. 27, 2009 | Feb. 12, 2007 | Dec. 14, 2007 | Jan. 05, 2007 | Dec. 20, 2012 | Sep. 30, 2008 | Dec. 20, 2007 | Dec. 14, 2006 | Jan. 31, 2007 | Dec. 18, 2013 | Jan. 19, 2011 | Jan. 19, 2013 | Mar. 28, 2012 | Dec. 31, 2013 | Dec. 19, 2013 | Nov. 21, 2013 | Jun. 13, 2013 | Feb. 26, 2013 | Feb. 11, 2013 | Dec. 21, 2012 | Dec. 04, 2012 | Oct. 11, 2012 | Jul. 31, 2012 | Dec. 31, 2010 | Dec. 03, 2007 | Nov. 07, 2007 | Jul. 13, 2007 | Dec. 23, 2013 | Mar. 28, 2013 | |
Common stock issued for cash | $756,160 | |||||||||||||||||||||||||||||||||||||||||||||
Stock purchase agreement, maximum share price that LPC shall not have right or obligation to purchase shares | $0.50 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $2.90 | $0 | $2.90 | $2.90 | $0 | $0 | $0.50 | $2.90 | $5 | |||||||||||||||||||||||||||||||||||||
Company drew on purchase agreement | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 5,740,741 | |||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value | 17,000 | |||||||||||||||||||||||||||||||||||||||||||||
Company drew on purchase agreement | 15,500,000 | 35,000 | 14,745,000 | |||||||||||||||||||||||||||||||||||||||||||
Expected volatility | 104.20% | |||||||||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.07% | |||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | 264,132 | 152,605 | 739,160 | 551,207 | 716,127 | 1,281,851 | 18,782,027 | |||||||||||||||||||||||||||||||||||||||
Sale of stock, per share | $0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Original value of warrants | -55 | -386 | 183 | -22,241 | -22,542 | -12,326 | -2,967,358 | |||||||||||||||||||||||||||||||||||||||
Legal fees | 9,100 | 90,000 | ||||||||||||||||||||||||||||||||||||||||||||
Common shares issued for services, shares | 75,000 | 389,752 | ||||||||||||||||||||||||||||||||||||||||||||
Common shares issued for services, value | 112,000 | 9,100 | 83,000 | |||||||||||||||||||||||||||||||||||||||||||
Stock issued during period for consulting services, shares | 13,889 | |||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period for consulting services, value | 67,001 | 2,100 | ||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for settlement of accrued expenses, shares | 9,847,501 | 527,980 | ||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for settlement of accrued expenses, value | 123,000 | 93,528 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued rent expenses | 24,891 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued payroll expenses | 24,619 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants cancelled for cash | 220,000 | |||||||||||||||||||||||||||||||||||||||||||||
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 | 5,740,741 | 5,740,741 | 5,740,741 | ||||||||||||||||||||||||||||||||||||||||
Convertible note issued | 37,500 | 32,500 | 53,000 | 32,500 | 37,500 | 63,500 | ||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 2,000,000 | 35,000 | 110,000 | 110,000 | 395,500 | 0 | 3,005,500 | |||||||||||||||||||||||||||||||||||||||
Amortization of deferred financing costs | 0 | 38,600 | 1,031 | 63,000 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from related party | 34,000 | 335,230 | ||||||||||||||||||||||||||||||||||||||||||||
Repayment of related party | ||||||||||||||||||||||||||||||||||||||||||||||
Fair market value of the conversion feature | 332,000 | |||||||||||||||||||||||||||||||||||||||||||||
Fair value of derivative liability | 44,000 | 102,000 | 44,000 | 44,000 | 47,000 | |||||||||||||||||||||||||||||||||||||||||
Accounts payable | 583,710 | |||||||||||||||||||||||||||||||||||||||||||||
Maximum of companies common stock | 9.99% | |||||||||||||||||||||||||||||||||||||||||||||
Remaining derivative liability transferred to equity | 13,189 | |||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $0.50 | $3 | $0.55 | |||||||||||||||||||||||||||||||||||||||||||
Expected volatility | 108.00% | |||||||||||||||||||||||||||||||||||||||||||||
Expected term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 2.48% | |||||||||||||||||||||||||||||||||||||||||||||
Market price per share | $0.80 | |||||||||||||||||||||||||||||||||||||||||||||
Warrant issued to purchase number of common stock | 500,000 | 428,571 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrants value based on the black scholes | 8,300 | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrants cancelled | 673,200 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants cancelled for cash | 220,000 | |||||||||||||||||||||||||||||||||||||||||||||
Consulting Entity [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for employee, shares | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for employee, value | 275,000 | |||||||||||||||||||||||||||||||||||||||||||||
Amortized value of common stock | 275,000 | |||||||||||||||||||||||||||||||||||||||||||||
Private Offerings [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash | 12,500 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 6,250 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $2.90 | |||||||||||||||||||||||||||||||||||||||||||||
Expected volatility | 122.90% | |||||||||||||||||||||||||||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 3.28% | |||||||||||||||||||||||||||||||||||||||||||||
Market price per share | $3.26 | $3.26 | $3.26 | |||||||||||||||||||||||||||||||||||||||||||
Sale of stock during period, shares | 5,740,741 | 278,500 | ||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, per share | $2.70 | $2 | ||||||||||||||||||||||||||||||||||||||||||||
Sale of stock during period, value | 15,500,000 | 557,000 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant issued to purchase number of common stock | 222,222 | 5,740,741 | ||||||||||||||||||||||||||||||||||||||||||||
Original value of warrants | 15,968,455 | |||||||||||||||||||||||||||||||||||||||||||||
Placement agents fees | 1,050,000 | |||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 90,000 | |||||||||||||||||||||||||||||||||||||||||||||
Warrants value based on the black scholes | 618,133 | |||||||||||||||||||||||||||||||||||||||||||||
2006 And Nonstatutory Stock Option Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 1,747,111 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares granted under stock option | 3,307,159 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares available to issue | 4,945,730 | 4,945,730 | 4,945,730 | |||||||||||||||||||||||||||||||||||||||||||
Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares granted under stock option | 550,000 | 1,038,750 | 1,990,000 | |||||||||||||||||||||||||||||||||||||||||||
Option exercise price, per share | $2.70 | $3.20 | $2 | |||||||||||||||||||||||||||||||||||||||||||
Number of shares granted under stock option, value | 3,482,000 | 4,900,000 | ||||||||||||||||||||||||||||||||||||||||||||
Expected volatility | 122.90% | 99.00% | ||||||||||||||||||||||||||||||||||||||||||||
Expected term | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 3.09% | 4.73% | ||||||||||||||||||||||||||||||||||||||||||||
Market price per share | $3.20 | $3.05 | ||||||||||||||||||||||||||||||||||||||||||||
Number of option expired | 1,317,159 | 1,970,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of option exercised in a prior year | 20,000 | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||
Number of option vested immediately | 1,317,159 | |||||||||||||||||||||||||||||||||||||||||||||
Number of option vested with in one year | 739,659 | |||||||||||||||||||||||||||||||||||||||||||||
Number of option vested upon two contingent event | 27,500 | |||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | 4,487,000 | |||||||||||||||||||||||||||||||||||||||||||||
Project development expenses | 4,368,000 | |||||||||||||||||||||||||||||||||||||||||||||
Employment Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for employee, shares | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued for employee, value | 40,000 | |||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares granted under stock option | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares granted under stock option, exercisable period | 5 years | |||||||||||||||||||||||||||||||||||||||||||||
Number of shares granted under stock option, percentage | 20.00% | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 600,000 | 235,465 | 1,119,377 | |||||||||||||||||||||||||||||||||||||||||||
Company drew on purchase agreement | 0 | 35,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||
Commitment shares included in shares issued | 2,132 | 12,183 | ||||||||||||||||||||||||||||||||||||||||||||
Value available on the purchase agreement | 9,615,000 | |||||||||||||||||||||||||||||||||||||||||||||
Number of warrant accounted by the company | 428,571 | 428,571 | ||||||||||||||||||||||||||||||||||||||||||||
Number of stock issued in pro rate basis | 600,000 | |||||||||||||||||||||||||||||||||||||||||||||
Tarpon Initial Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash | 163,406 | 29,802 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 61,010,000 | 6,619,835 | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 61,010,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value | 45,647,727 | |||||||||||||||||||||||||||||||||||||||||||||
Sale of stock during period, shares | 2,075,540 | |||||||||||||||||||||||||||||||||||||||||||||
Placement agents fees | 42,402 | 7,450 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible note issued | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from related party | 12,560 | |||||||||||||||||||||||||||||||||||||||||||||
Repayment of related party | 9,420 | |||||||||||||||||||||||||||||||||||||||||||||
Amount provided to outstanding settlement | 121,004 | 22,352 | ||||||||||||||||||||||||||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase agreement signed amount | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock purchase agreement, maximum share price that LPC shall not have right or obligation to purchase shares | $0.15 | $0.15 | $0.15 | |||||||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $0.55 | $0.55 | $0.55 | $0.55 | $0.55 | |||||||||||||||||||||||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash | 35,000 | |||||||||||||||||||||||||||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | Initial Purchase [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash, shares | 428,571 | 428,571 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant expiration date | 31-Jan-16 | 31-Jan-16 | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 600,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, value | 9,850,000 | |||||||||||||||||||||||||||||||||||||||||||||
President [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares granted under stock option | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||
Option exercise price, per share | $3.20 | |||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares granted under stock option | 28,409 | |||||||||||||||||||||||||||||||||||||||||||||
Option exercise price, per share | $3.52 | |||||||||||||||||||||||||||||||||||||||||||||
TCA Global Credit Master Fund, LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Purchase agreement signed amount | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for cash | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, per share | $0.00 | |||||||||||||||||||||||||||||||||||||||||||||
Common shares issued for services, shares | 280,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common shares issued for services, value | 110,000 | |||||||||||||||||||||||||||||||||||||||||||||
Equity agreement period | 24 months | |||||||||||||||||||||||||||||||||||||||||||||
Price of shares as a percentage of lowest daily volume weighted average price | 95.00% | |||||||||||||||||||||||||||||||||||||||||||||
Payment of stock issue costs | 60,000 | |||||||||||||||||||||||||||||||||||||||||||||
Capitalized deferred costs | 170,000 | 170,000 | 170,000 | |||||||||||||||||||||||||||||||||||||||||||
Deferred financings costs, amortization period | 1 year | |||||||||||||||||||||||||||||||||||||||||||||
Amortization of deferred financing costs | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Facility fees | 110,000 | |||||||||||||||||||||||||||||||||||||||||||||
TCA Global Credit Master Fund, LP [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Legal fees | 7,500 | 7,500 | ||||||||||||||||||||||||||||||||||||||||||||
Price of shares as a percentage of lowest daily volume weighted average price | 95.00% | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note issued | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||
Convertible note default rate | 18.00% | |||||||||||||||||||||||||||||||||||||||||||||
Payment for financing and issue cost | 93,000 | 93,000 | ||||||||||||||||||||||||||||||||||||||||||||
Capitalized deferred financings costs | 24,800 | 24,800 | 24,800 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | 207,000 | 207,000 | ||||||||||||||||||||||||||||||||||||||||||||
Fair market value of the conversion feature | 162,500 | |||||||||||||||||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation recognized | 0 | 0 | 46,711 | 48,200 | ||||||||||||||||||||||||||||||||||||||||||
Project Development Expenses [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation recognized | $0 | $0 | $0 | $0 |
Stockholders_Deficit_Summary_o
Stockholders' Deficit - Summary of Status of Stock Option Grants Under the Plan (Details) (Stock Option [Member], USD $) | 12 Months Ended | ||||||
Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2013 | |
Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options,Outstanding, Beginning balance | 1,229,659 | 3,287,159 | 3,287,159 | 3,287,159 | 3,287,159 | 1,990,000 | |
Options, Granted during the year | 1,317,159 | ||||||
Options, Exercised during the year | -20,000 | ||||||
Options, Expired during the year | -1,229,659 | -2,057,500 | |||||
Options,Outstanding, Ending balance | 1,229,659 | 3,287,159 | 3,287,159 | 3,287,159 | 3,287,159 | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | $3.21 | $2.48 | $2.48 | $2.48 | $2.48 | $2 | |
Weighted Average Exercise Price, Granted during the year | $0 | $0 | $0 | $0 | $0 | $3.21 | |
Weighted Average Exercise Price, Expired during the year | $3.21 | $2 | |||||
Weighted Average Exercise Price, Exercised during the year | $0 | $0 | $0 | $0 | $0 | $2 | |
Weighted Average Exercise Price, Outstanding, Ending balance | $0 | $3.21 | $2.48 | $2.48 | $2.48 | $2.48 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 0 years | 1 year | 1 year 4 months 24 days | 2 years 4 months 24 days | 3 years 4 months 24 days | 4 years 4 months 24 days |
Stockholders_Deficit_Summary_o1
Stockholders' Deficit - Summary of Status of Warrants (Details) (Warrant [Member], USD $) | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | |
Warrant [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants, Outstanding and exercisable, Beginning Balance | 928,571 | 7,115,275 | 6,886,694 | 6,813,494 | 7,386,694 | 7,386,694 | 200,000 |
Warrants, Issued during the year | 0 | 428,581 | 500,000 | 100,000 | 0 | 7,186,694 | |
Warrants, Cancelled during the year | -426,800 | -673,200 | |||||
Warrants, Exercised during the year | -5,740,741 | ||||||
Warrants, Expired during the year | -500,000 | -445,963 | -200,000 | ||||
Warrants, Outstanding and exercisable, Ending Balance | 428,571 | 928,571 | 7,115,275 | 6,886,694 | 6,813,494 | 7,386,694 | 7,386,694 |
Weighted Average Exercise Price, Outstanding and exercisable, Beginning Balance | $0.52 | $2.65 | $2.85 | $3.03 | $3.02 | $3.02 | $5 |
Weighted Average Exercise Price, Issued during the year | $0 | $0.55 | $0.50 | $3 | $0 | $2.96 | |
Weighted Average Exercise Price, Cancelled during the year | $2.92 | $2.90 | |||||
Weighted Average Exercise Price, Exercised during the year | $0 | ||||||
Weighted Average Exercise Price, Expired during the year | $0.50 | $0.28 | $5 | ||||
Weighted Average Exercise Price, Outstanding and exercisable, Ending Balance | $0.52 | $2.65 | $2.85 | $3.03 | $3.02 | $3.02 | |
Weighted Average Remaining Contractual Term (Years), Outstanding and exercisable | 2 years 15 days | 1 year 11 months 1 day | 1 year 2 months 12 days | 1 year 11 months 23 days | 2 years 9 months 4 days | 3 years 7 months 6 days | 4 years 7 months 6 days |
Stockholders_Deficit_BlackScho
Stockholders' Deficit - Black-Scholes Pricing Model Assumptions Used to Calculate Fair Market Value of Conversion Feature of Notes (Details) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |
Jul. 13, 2007 | Dec. 31, 2010 | Aug. 21, 2007 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 28, 2012 | Dec. 31, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Annual dividend yield | 0.00% | 0.00% | 0.00% | ||||
Expected life (years) | 5 years | 3 years | |||||
Risk-free interest rate | 4.94% | 1.10% | 4.05% | ||||
Expected volatility | 113.00% | 112.60% | 118.00% | 234.68% | |||
Convertible Notes Payable [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Annual dividend yield | |||||||
Expected life (years) | 0 days | 1 year | 2 months 27 days | ||||
Risk-free interest rate | 0.01% | 0.19% | 0.16% | ||||
Expected volatility | 159.00% | 119.00% | 77.00% |
Related_Party_Transactions_Det
Related Party Transactions (Detail Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||
Dec. 30, 2010 | Aug. 21, 2007 | Jul. 13, 2007 | Dec. 31, 2010 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Nov. 10, 2011 | Nov. 30, 2009 | Oct. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Mar. 01, 2006 | Nov. 10, 2011 | Mar. 31, 2007 | Feb. 26, 2013 | Dec. 04, 2012 | Mar. 28, 2012 | Dec. 03, 2007 | Mar. 09, 2009 | Feb. 28, 2009 | |
Site | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Related party license fee | $0 | $1,000,000 | ||||||||||||||||||||||
Net proceeds from related party notes 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 | $5 | $0.50 | $2.90 | $0 | $2.90 | $0 | $0 | $2.90 | ||||||||||||||||
Warrant expiration date | 15-Dec-13 | |||||||||||||||||||||||
Expected volatility | 118.00% | 113.00% | 112.60% | 234.68% | ||||||||||||||||||||
Risk-free interest rate | 4.05% | 4.94% | 1.10% | |||||||||||||||||||||
Annual dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||
Expected life (years) | 5 years | 3 years | ||||||||||||||||||||||
Discount on related party note payable | 83,736 | 0 | 83,736 | |||||||||||||||||||||
Accretion of discount on note payable to related party | 73,885 | 83,736 | ||||||||||||||||||||||
Promissory note | 300,000 | |||||||||||||||||||||||
Line of credit facility, current borrowing capacity | 11,230 | 15,230 | 11,230 | |||||||||||||||||||||
Line of credit facility, remaining borrowing capacity | 28,770 | 24,770 | 28,770 | |||||||||||||||||||||
License agreement contract term | 30 years | |||||||||||||||||||||||
Minimum amount of financing to be received for repayment of principal and interest | 100,000 | 100,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Line of credit, amount outstanding | 40,000 | 40,000 | ||||||||||||||||||||||
Line of credit, additional amount borrowed | 34,000 | 34,000 | ||||||||||||||||||||||
Line of credit, additional amount loaned | 45,230 | 45,230 | ||||||||||||||||||||||
Line of credit, maximum amount borrowed | 55,000 | |||||||||||||||||||||||
Notes, repayment of principal balance and interest | 12.00% | 12.00% | ||||||||||||||||||||||
Receiving qualified investment financing, amount description | $100,000 or more | |||||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Convertible debt | 500,000 | |||||||||||||||||||||||
Equity Unit Purchase Agreements [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Loan agreement, one-time fees payable in shares of common stock, per-share value | $0.15 | |||||||||||||||||||||||
Arkenol Inc [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Related party license fee | 1,000,000 | 1,000,000 | ||||||||||||||||||||||
Technology license agreement royalty payment percentage | 4.00% | |||||||||||||||||||||||
Technology license agreement one time license fee | 40 | |||||||||||||||||||||||
Technology license agreement one time exclusivity fee prepayment | 30,000 | |||||||||||||||||||||||
Related party transaction, due from (to) related party | 970,000 | |||||||||||||||||||||||
Promissory note | 570,000 | |||||||||||||||||||||||
Line of credit facility, periodic payment, interest | 500 | |||||||||||||||||||||||
Line of credit facility amount utilized | 175,000 | |||||||||||||||||||||||
Payments to acquire office furniture and equipment | 39,000 | |||||||||||||||||||||||
Ark Energy Inc [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Asset transfer and acquisition agreement maximum performance bonus | 16,000,000 | |||||||||||||||||||||||
Equity method investment, ownership percentage | 50.00% | |||||||||||||||||||||||
Number of sites acquired and developed | 19 | |||||||||||||||||||||||
Majority Shareholder [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Promissory note | 40,000 | 40,000 | 1,500,000 | |||||||||||||||||||||
Line of credit facility, frequency of payments | the Company is to repay any principal balance and interest, at 12% per annum, within 30 days of receiving qualified investment financing of $100,000 or more. | the Company is to repay any principal balance and interest, at 10% per annum, within 30 days of receiving qualified investment financing of $5,000,000 or more. | ||||||||||||||||||||||
Line of credit facility installment percentage | 10.00% | |||||||||||||||||||||||
Line of credit facility qualified investment financing | 5,000,000 | |||||||||||||||||||||||
Line of credit facility, periodic payment | 631,000 | |||||||||||||||||||||||
Line of credit facility, periodic payment, interest | $37,800 | |||||||||||||||||||||||
Related Party Transactions [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Expected volatility | 112.60% | |||||||||||||||||||||||
Risk-free interest rate | 1.10% | |||||||||||||||||||||||
Annual dividend yield | 0.00% | |||||||||||||||||||||||
Expected life (years) | 3 years |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, operating loss carryforwards | $7,552,533 | $7,327,107 |
Deferred tax assets, operating loss carryforwards, foreign | 23,100,000 | 21,800,000 |
Deferred tax assets, operating loss carryforwards, domestic | $15,400,000 | $19,600,000 |
Operating loss carryforwards, expiration dates | Federal and California NOLBs have begun to expire and fully expire in 2033 and 2023, respectively |
Income_Taxes_Schedule_of_Curre
Income Taxes - Schedule of Current and Deferred Tax Provision for Federal and State Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||||||
Federal | $0 | $0 | |||||
State | 2,400 | 2,400 | |||||
Total | 2,400 | 2,400 | |||||
Federal | -6,937,891 | -6,646,663 | |||||
State | -614,642 | -796,294 | |||||
Valuation Allowance | 7,552,533 | 7,442,957 | |||||
Total | 0 | 0 | |||||
Total Provision for income taxes | $800 | $2,291 | $751 | $2,400 | $2,400 | $87,947 |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||
US federal statutory income tax rate | 30.00% | 30.00% |
State tax - net of benefit | 4.00% | 4.00% |
Total | 34.00% | 34.00% |
Permanent differences | -10.00% | -11.00% |
Reserves and accruals | 0.00% | -7.00% |
Changes in deferred tax assets | -16.00% | 4.00% |
Increase in valuation allowance | -8.00% | -20.00% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Schedule_Schedule
Income Taxes - Schedule Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $7,552,533 | $7,327,107 |
Reserves and accruals | 115,850 | |
Valuation allowance | -7,552,533 | -7,442,957 |
Total | $0 | $0 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 93 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Jun. 13, 2013 | Mar. 28, 2012 | Dec. 19, 2013 | Feb. 11, 2013 | Dec. 21, 2012 | Oct. 11, 2012 | Oct. 11, 2012 | Jul. 31, 2012 | Aug. 21, 2007 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Subsequent Event [Line Items] | ||||||||||||||||
Convertible note issued | $32,500 | $37,500 | $53,000 | $32,500 | $37,500 | $37,500 | $63,500 | |||||||||
Debt conversion, original debt, interest rate of debt | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||
Debt conversion, converted instrument, expiration or due date | 17-Mar-14 | 23-Dec-14 | 13-Nov-13 | 26-Sep-13 | 15-Jul-13 | 15-Jul-13 | 2-May-13 | 21-Aug-10 | ||||||||
convertible notes, value of principal amount converted into shares | 2,800 | 4,040 | 7,460 | 63,029 | ||||||||||||
Proceeds from investor | 350,000 | |||||||||||||||
Fulton Project [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Lease payment | 140,639 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
convertible notes, value of principal amount converted into shares | 32,500 | |||||||||||||||
convertible notes, value of accrued interest converted into shares | 1,300 | |||||||||||||||
convertible notes, number of shares converted | 22,207,699 | |||||||||||||||
Export Import Bank Of China [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Line of credit, maximum amount borrowed | 270,000,000 | |||||||||||||||
TCA [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payment of senior secure convertible note | $459,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants to buy common shares | 8,400,000 |