Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 12-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Bluefire Renewables, Inc. | |
Entity Central Index Key | 1370489 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 246,890,278 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $14,074 | $22,134 |
Prepaid expenses | 76,375 | 6,274 |
Total current assets | 90,449 | 28,408 |
Property, plant and equipment, net of accumulated depreciation of $107,258 and $107,003, respectively | 110,023 | 110,278 |
Total assets | 200,472 | 138,686 |
Current liabilities: | ||
Accounts payable | 1,098,768 | 962,589 |
Accrued liabilities | 357,777 | 187,935 |
Notes payable | 408,781 | 368,665 |
Line of credit, related party | 45,230 | 45,230 |
Note payable to a related party | 200,000 | 200,000 |
Total current liabilities | 2,110,556 | 1,764,419 |
Outstanding warrant liability | 3,351 | 16,567 |
Total liabilities | 2,113,907 | 1,780,986 |
Redeemable noncontrolling interest | 863,678 | 864,867 |
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 shares authorized; 246,890,278 and 226,890,278 shares issued; and 246,858,106 and 226,858,106 outstanding, as of March 31, 2015 and December 31, 2014, respectively | 246,890 | 226,891 |
Additional paid-in capital | 16,711,848 | 16,584,847 |
Treasury stock at cost, 32,172 shares at March 31, 2015 and December 31, 2014 | -101,581 | -101,581 |
Accumulated deficit | -19,634,270 | -19,217,324 |
Total stockholders' deficit | -2,777,113 | -2,507,167 |
Total liabilities and stockholders' deficit | $200,472 | $138,686 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $107,258 | $107,003 |
Preferred stock, no par value | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 246,890,278 | 226,890,278 |
Common stock, shares outstanding | 246,858,106 | 226,858,106 |
Treasury stock, shares | 32,172 | 32,172 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | ||
Consulting fees | $85,520 | |
Department of Energy grant revenue | 38,125 | 525,586 |
Total revenues | 38,125 | 611,106 |
Cost of revenue | ||
Gross margin | 38,125 | 611,106 |
Operating expenses: | ||
Project development | 210,844 | 213,925 |
General and administrative, including stock based compensation of $0, and $36,977, respectively | 211,041 | 293,352 |
Total operating expenses | 421,885 | 507,277 |
Operating income (loss) | -383,760 | 103,829 |
Other income and (expense): | ||
Amortization of debt discount | -40,116 | -50,218 |
Interest expense | -6,118 | -15,656 |
Related party interest expense | -1,357 | -337 |
Gain on settlement of accounts payable and accrued liabilities | 95,990 | |
Gain (Loss) from change in fair value of warrant liability | 13,216 | -412 |
Loss from change in fair value of derivative liability | -154,264 | |
Total other income and (expense) | -34,375 | -124,897 |
Loss before income taxes | -418,135 | -21,068 |
Provision for income taxes | 1,743 | |
Net loss | -418,135 | -22,811 |
Net income (loss) attributable to noncontrolling interest | -1,189 | 2,372 |
Net loss attributable to controlling interest | ($416,946) | ($25,183) |
Basic and diluted loss per common share | $0 | $0 |
Weighted average common shares outstanding, basic and diluted | 237,195,186 | 110,302,236 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Stock based compensation | $36,977 | |
General And Administrative [Member] | ||
Stock based compensation | $0 | $36,977 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($418,135) | ($22,811) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Gain) loss from change in the fair value of warrant liability | -13,216 | 412 |
Loss from change in fair value of derivative liability | 154,264 | |
Gain on settlement of accounts payable and accrued liabilities | -95,990 | |
Share-based compensation | 36,977 | |
Amortization of debt discounts | 40,116 | 51,249 |
Depreciation | 255 | 196 |
Changes in operating assets and liabilities: | ||
Department of Energy grant receivable | -111,327 | |
Prepaid expenses and other current assets | -70,101 | -22,288 |
Accounts payable | 136,179 | -109,166 |
Accrued liabilities | 169,842 | 102,534 |
Net cash used in operating activities | -155,060 | -15,950 |
Cash flows from investing activities: | ||
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 147,000 | |
Proceeds from convertible notes payable | 35,000 | |
Net cash provided by financing activities | 147,000 | 35,000 |
Net increase (decrease) in cash and cash equivalents | -8,060 | 19,050 |
Cash and cash equivalents beginning of period | 22,134 | 46,992 |
Cash and cash equivalents end of period | 14,074 | 66,042 |
Supplemental disclosures of cash flow information | ||
Interest | 1,368 | |
Income taxes | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of convertible notes payable into common stock | 32,500 | |
Interest converted to common stock | 1,300 | |
Discount on convertible notes payable | $2,500 |
Organization_and_Business
Organization and Business | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | NOTE 1 - ORGANIZATION AND BUSINESS |
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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
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. | |||||
As of March 31, 2015, the Company has negative working capital of approximately $2,020,000. 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 2015, the Company intends to fund its operations with any additional funding that can be secured in the form of equity or debt. As of May 12, 2015, 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. | |||||
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. 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 through such date 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 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. | |||||
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 consolidated 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, 2014. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year. | |||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned 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 | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. | |||||
Project Development | |||||
Project development costs are either expensed or capitalized. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the research and development expenses related to the Company’s future cellulose-to-ethanol production facilities. During the three months ended March 31, 2015 and 2014, research and development costs included in Project Development were approximately $211,000 and $214,000, respectively. | |||||
Convertible Debt | |||||
Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20 “Debt with Conversion and Other Options”. ASC 470-20 governs the calculation of an embedded beneficial conversion, which is treated as an additional discount to the instruments where derivative accounting (explained below) does not apply. The amount of the value of warrants and beneficial conversion feature may reduce the carrying value of the instrument to zero, but no further. The discounts relating to the initial recording of the derivatives or beneficial conversion features are accreted over the term of the debt. | |||||
The Company calculates the fair value of warrants and conversion features issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718 “Compensation – Stock Compensation”, except that the contractual life of the warrant or conversion feature is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. | |||||
The Company accounts for modifications of its BCF’s in accordance with ASC 470-50 “Modifications and Extinguishments”. ASC 470-50 requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense on the associated debt instrument when the modification does not result in a debt extinguishment. | |||||
Fair Value of Financial Instruments | |||||
The Company follows the guidance of ASC 820 – “Fair Value Measurement and Disclosure”. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: | |||||
Level 1. Observable inputs such as quoted prices in active markets; | |||||
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |||||
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||
The Company did not have any level 1 financial instruments at March 31, 2015 or December 31, 2014. | |||||
As of March 31, 2015 and December 31, 2014, the Company’s warrant liability is considered a level 2 item (see Note 5). | |||||
As of March 31, 2015 and December 31, 2014 the Company’s redeemable noncontrolling interest is considered a level 3 item and changed during the three months ended March 31, 2015 as follows. | |||||
Balance at December 31, 2014 | $ | 864,867 | |||
Net loss attributable to noncontrolling interest | (1,189 | ) | |||
Balance at March 31, 2015 | $ | 863,678 | |||
Risks and Uncertainties | |||||
The Company’s operations are subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives. Design and development of new products are important elements to achieve and maintain profitability in the Company’s industry segment. The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company’s financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. | |||||
Loss per Common Share | |||||
The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the consolidated statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. As of March 31, 2015 and 2014, the Company had 23,528,571 and 428,571 warrants, respectively, for which 428,571 warrants had an exercise price which was in excess of the average closing price of the Company’s common stock during the corresponding quarter, and thus 23,100,000 and 0 warrants, respectively, are considered dilutive under the treasury stock method of accounting. However, due to the net loss in the periods presented, the warrants’ effects are antidilutive and therefore, excluded from diluted EPS calculations. | |||||
Derivative Financial Instruments | |||||
We do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of our financial instruments. However, under the provisions ASC 815 – “Derivatives and Hedging” certain financial instruments that have characteristics of a derivative, as defined by ASC 815, such as embedded conversion features on our Convertible Notes, that are potentially settled in the Company’s own common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value each reporting period. | |||||
The value of the embedded conversion feature is determined using the Black-Scholes option pricing model. All future changes in the fair value of the embedded conversion feature will be recognized currently in earnings until the note is converted or redeemed. Determining the fair value of derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rate risk, credit risk, volatility and other factors. The use of different assumptions could have a material effect on the estimated fair value amounts. | |||||
Redeemable - Noncontrolling Interest | |||||
Redeemable interest held by third parties in subsidiaries owned or controlled by the Company is reported on the consolidated balance sheets outside permanent equity. All non-controlling interest reported in the consolidated statements of operations reflects the respective interests in the income or loss after income taxes of the subsidiaries attributable to the other parties, the effect of which is removed from the net income or loss available to the Company. The Company accretes the redemption value of the redeemable non-controlling interest over the redemption period. | |||||
New Accounting Pronouncements | |||||
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
Development_Contract
Development Contract | 3 Months Ended |
Mar. 31, 2015 | |
Development Contract | |
Development Contract | NOTE 3 - DEVELOPMENT CONTRACTS |
Department of Energy Awards 1 and 2 | |
In February 2007, the Company was awarded a grant for up to $40 million from the U.S. Department of Energy’s (“DOE”) cellulosic ethanol grant program to develop a solid waste biorefinery project at a landfill in Southern California. During October 2007, the Company finalized Award 1 for a total approved budget of just under $10,000,000 with the DOE. This award 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. In September 2012, Award 1 was officially closed. | |
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. With a final determination by the DOE received by the Company, the lack of access to government funding is hampering our ability to finance our projects and/or operations and implement our strategy and business plan. The Company is currently investigating alternative sources of funding. | |
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. On March 17, 2015, the Company received a letter from the DOE stating that because of the upcoming September 2015 expiration date for expending American Recovery and Reinvestment Act (ARRA) funding, it cannot reconsider its decision, and the Company considers such decision to be final. As of May 12, 2015, there is $0 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. | |
As of May 12, 2015, the Company has received reimbursements of approximately $13,290,941 under these awards. |
Notes_Payable
Notes Payable | 3 Months Ended | |
Mar. 31, 2015 | ||
Debt Disclosure [Abstract] | ||
Notes Payable | NOTE 4 - NOTES PAYABLE | |
From time-to-time, the Company enters into 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 the agreement. 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. | ||
For the below convertible notes to Asher Enterprises, 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. | ||
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 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 December 31, 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. | ||
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. | ||
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 December 31, 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. | ||
Using the Black-Scholes pricing model, we calculated the fair market value of the conversion feature upon it being effective (as applicable), at each conversion event, and at quarter end. The company recognized no gain or loss on derivative liabilities during the quarter ended March 31, 2015 and a loss of $51,741 during the quarter ended March 31, 2014 based on these valuations which is included in the accompanying statement of operations. | ||
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. | ||
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 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. | ||
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. | ||
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. As of December 31, 2014 the notes were fully amortized. During the three months ended March 31, 2015 and 2014, amortization of approximately $0 and $27,886, respectively, was recognized to interest expense related to the discounts on the notes. | ||
Because the conversion price was variable and did not contain a floor, the conversion feature represented a derivative liability upon issuance. Accordingly, the Company calculated the derivative liability using the Black-Sholes pricing model for the notes upon inception, resulting in a day one loss of approximately $96,000. The derivative liability was marked to market each reporting date prior to full repayment. As of September 30, 2014, the notes were repaid in full through the payment of $25,000 in cash and issuance of 45,647,727 shares of common stock. The Company recorded a loss on change of derivative liability of approximately $0 and $102,995 during the three months ended March 31, 2015 and 2014, respectively. | ||
AKR Promissory Note | ||
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 was due on April 8, 2015, but was subsequently extended to June 30, 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. | ||
The Company valued the AKR Warrants as of the date of the note and recorded a discount of $42,323 based on the relative fair value of the AKR Warrants compared to the debt. During the quarter ended March 31, 2015, the Company amortized $10,682 of the discount to interest expense. As of March 31, 2015 unamortized discount of $653 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. | ||
April 8, 2014 | ||
Annual dividend yield | - | |
Expected life (years) of | 1.41 - 2.00 | |
Risk-free interest rate | 0.40% | |
Expected volatility | 183% - 206% | |
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 June 30, 2015. 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. The Company may prepay the debt prior to maturity with no prepayment penalty. | ||
Kodiak Promissory Note | ||
On December 17, 2014, the Company entered into the equity Purchase Agreement with Kodiak. Pursuant to the terms of the Purchase Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of the registration statement, Kodiak shall commit to purchase up to $1,500,000 of Put Shares, pursuant to Puts (as defined in the Purchase Agreement), covering the Registered Securities (as defined in the Purchase Agreement). See Note 9 for more information. | ||
As further consideration for Kodiak entering into and structuring the Purchase Agreement, the Company issued Kodiak a promissory note in the principal aggregate amount of $60,000 (the “Kodiak Note”) that bears no interest and has maturity date of July 17, 2015. No funds were received for this note. As of March 31, 2015, the balance outstanding on the Kodiak Note was $60,000. Because the note was issued for no cash consideration, there was a full on-issuance discount, of which $29,434 was amortized as of March 31, 2015, and $30,566 remains to be amortized. |
Outstanding_Warrant_Liability
Outstanding Warrant Liability | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||
Outstanding Warrant Liability | NOTE 5 - OUTSTANDING WARRANT LIABILITY | ||||||||
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 issued 428,571 warrants to purchase common stock in connection with a Stock Purchase Agreement entered into on January 19, 2011 with Lincoln Park Capital, LLC. These warrants expire in January 2016 and are accounted for as a liability under ASC 815 as they 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. 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. | |||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Annual dividend yield | - | - | |||||||
Expected life (years) of | 0.8 | 1.05 | |||||||
Risk-free interest rate | 0.26 | % | 0.25 | % | |||||
Expected volatility | 344 | % | 357 | % | |||||
In connection with these warrants, the Company recognized a gain/(loss) on the change in fair value of warrant liability of approximately $13,200, and $(400) during the three months ended March 31, 2015 and 2014. | |||||||||
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 | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 - COMMITMENTS AND CONTINGENCIES |
Board of Director Arrangements | |
On November 19, 2013, the Company renewed all of its existing Directors’ appointment, and accrued $5,000 to both of the two 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 May 12, 2015, the Company had not yet issued the 6,000 shares issuable for compensation in 2013, 2014 or 2015 to each of its Board Members. | |
Fulton Project Lease | |
On July 20, 2010, the Company entered into a thirty year lease agreement with Itawamba County, Mississippi for the purpose of the development, construction, and operation of the Fulton Project. At the end of the primary 30 year lease term, the Company shall have the right for two additional thirty year terms. The current lease rate is computed based on a per acre rate per month that is approximately $10,300 per month. The lease stipulates the lease rate is to be reduced at the time of the construction start by a Property Cost Reduction Formula which can substantially reduce the monthly lease costs. The lease rate shall be adjusted every five years to the Consumer Price Index. | |
Rent expense under non-cancellable leases was approximately $30,900, and $30,900 during the three months ended March 31, 2015 and 2014, respectively. | |
As of March 31, 2015 and March 31, 2014, $82,336, and $0 of the monthly lease payments were included in accounts payable on the accompanying balance sheets. During 2014, the County of Itawamba forgave approximately $96,000 in lease payments. As of March 31, 2015, the Company is in technical default of the lease due to non-payment. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 - RELATED PARTY TRANSACTIONS |
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. 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. These warrants expired on December 15, 2013. | |
The proceeds were allocated to the warrants issued to the note holder based on their relative fair values which resulted in $83,736 allocated to the warrants. The amount allocated to the warrants resulted in a discount to the note. The Company amortized the discount over the estimated term of the Loan using the straight line method due to the short term nature of the Loan. The Company estimated the Loan would be paid back during the quarter ended September 30, 2011. | |
During the three months ended March 31, 2015 and 2014, the Company did not recognize any interest expense on the loan. | |
Related Party Lines 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. On April 10th, 2014 the line of credit was increased to $55,000. As of March 31, 2015 and December 31, 2014, the outstanding balance on the line of credit was approximately $45,230 with $9,770 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. |
Redeemable_Noncontrolling_Inte
Redeemable Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling 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 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 estimated forecasted financial close, originally estimated to be the end of the third quarter of 2011. | |
Net income (loss) attributable to the redeemable noncontrolling interest during for the three months ended March 31, 2015 and 2014 was $(1,189) and $2,372, respectively which netted against the value of the redeemable non-controlling interest in temporary equity. The allocation of net loss was presented on the statement of operations. |
Stockholders_Deficit
Stockholders' Deficit | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Equity [Abstract] | |||||
Stockholders' Deficit | NOTE 9 - STOCKHOLDERS’ DEFICIT | ||||
Stock-Based Compensation | |||||
During the three months ended March 31, 2015 and 2014, the Company recognized stock-based compensation, including consultants, of $0 and approximately $37,000 to general and administrative expenses and $0 and $0 to project development expenses, respectively. There is no additional future compensation expense to record as of May 12, 2015 based on the previous awards. | |||||
Equity Facility Agreement | |||||
On March 28, 2012, BlueFire finalized a committed equity facility (the “Equity Facility”) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (“TCA”), whereby the parties entered into (i) a committed equity facility agreement (the “Equity Agreement”) and (ii) a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Equity Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of the Registration Statement (as defined below), TCA committed to purchase up to $2,000,000 of BlueFire’s common stock, par value $0.001 per share (the “Shares”), pursuant to Advances (as defined below), covering the Registrable Securities. 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. As further consideration for TCA entering into and structuring the Equity Facility, BlueFire paid to TCA a fee by issuing to TCA shares of BlueFire’s common stock that equal a dollar amount of $110,000 (the “Facility Fee Shares”). It is the intention of BlueFire and TCA that the value of the Facility Fee Shares shall equal $110,000. BlueFire also entered into the Registration Rights Agreement with TCA. Pursuant to the terms of the Registration Rights Agreement, BlueFire is obligated to file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC’) to cover the Registrable Securities within 45 days of closing. The company did not incur any penalties under this agreement. | |||||
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”). On March 28, 2012, BlueFire issued the Convertible Note in favor of TCA. The maturity date of the Convertible Note was March 28, 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum with a default rate of eighteen percent (18%) per annum. The Convertible Note 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. | |||||
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 is recorded on the face of the financial statements as “derivative liability”, and must be revalued each reporting period. | |||||
The Company discounted the note by the fair market value of the derivative liability upon inception of the note. This discount was accreted back to the face value of the note over the note term. | |||||
Using the Black-Scholes pricing model, with the inputs listed below, we calculated the fair market value of the conversion feature to be $161,570 at the notes inception. The Company revalued the conversion feature at March 31, 2014 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 $2,600. | |||||
31-Mar-14 | |||||
Annual dividend yield | - | ||||
Expected life (years) | 0 | ||||
Risk-free interest rate | 0.03 | % | |||
Expected volatility | 235 | % | |||
On April 11, 2014, the note was repaid in full. | |||||
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 was January 30, 2014. This Note was convertible by Tarpon into the Company’s Common Shares (See Note 4). | |||||
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). | |||||
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 provided payments of $22,352 to settle outstanding vendor payables. During the three months ended March 31, 2015 and 2014, the Company issued Tarpon 0 and 48,110,000 shares of Common Stock from which gross proceeds of $0 and $130,668, respectively, were generated from the sale of the Common Stock. In connection with the transaction, Tarpon received fees of $32,667 and provided payments of $98,001 to settle outstanding vendor payables during the three months ended March 31, 2014. Shares in which are held by Tarpon at each reporting period are accounted for as issued but not outstanding. As of March 31, 2015, the Company has satisfied all of its liabilities under the Settlement Agreement. | |||||
Kodiak Purchase Agreement and Registration Rights Agreement | |||||
On December 17, 2014, the Company entered into the equity Purchase Agreement with Kodiak. Pursuant to the terms of the Purchase Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of the registration statement, Kodiak shall commit to purchase up to $1,500,000 of Put Shares, pursuant to Puts (as defined in the Purchase Agreement), covering the Registered Securities (as defined below). | |||||
The “Registered Securities” means the (a) Put Shares, and (b) any securities issued or issuable with respect to any of the foregoing 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 to any particular Registered Securities, once issued such securities shall cease to be Registered Securities when (i) a Registration Statement has been declared effective by the SEC and such Registered Securities have been disposed of pursuant to a Registration Statement, (ii) such Registered Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 are met, (iii) such time as such Registered Securities have been otherwise transferred to holders who may trade such shares without restriction under the Securities Act or (iv) in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to Investor, such Registered Securities may be sold without registration under the Securities Act or the need for an exemption from any such registration requirements and without any time, volume or manner limitations pursuant to Rule 144(b)(i) (or any similar provision then in effect) under the Securities Act. | |||||
As further consideration for Kodiak entering into and structuring the Purchase Agreement, the Company issued Kodiak a promissory note for no consideration, in the principal aggregate amount of $60,000 (the “Kodiak Note”) that bears no interest and has maturity date of July 17, 2015. See Note 4. | |||||
Concurrently with the Purchase Agreement, on December 17, 2014, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with Kodiak. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to file a registration statement (the “Registration Statement”) with the SEC to cover the Registered Securities, within thirty (30) days of closing, and must use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC. The Registration was filed on January 2, 2015, and declared effective on February 11, 2015. | |||||
On February 12, 2015, the Company issued a Put for 20,000,000 put shares. The lowest closing bid price during the valuation period was $0.0098. For the quarter ended March 31, 2015 and 2014, the Company received total funds, net of Kodiak’s 25% discount, of $147,000 and $0, respectively. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 - SUBSEQUENT EVENTS |
Subsequent to March 31, 2015, the Company received investments totaling $100,000 out of a possible $250,000 from an investor in the form of a convertible note. The note is convertible at anytime, at the investor’s election, in full or in part, into common stock of BlueFire at a 40% discount to the lowest trading price in the 25 trading days prior to the conversion. Since there is no floor to the conversion price, this instrument will qualify for derivative accounting treatment. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
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. | |||||
As of March 31, 2015, the Company has negative working capital of approximately $2,020,000. 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 2015, the Company intends to fund its operations with any additional funding that can be secured in the form of equity or debt. As of May 12, 2015, 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. | |||||
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. 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 through such date 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 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. | |||||
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 consolidated 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, 2014. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the full year. | |||||
Principles of Consolidation | Principles of Consolidation | ||||
The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned 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 | ||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. | |||||
Project Development | Project Development | ||||
Project development costs are either expensed or capitalized. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the research and development expenses related to the Company’s future cellulose-to-ethanol production facilities. During the three months ended March 31, 2015 and 2014, research and development costs included in Project Development were approximately $211,000 and $214,000, respectively. | |||||
Convertible Debt | Convertible Debt | ||||
Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20 “Debt with Conversion and Other Options”. ASC 470-20 governs the calculation of an embedded beneficial conversion, which is treated as an additional discount to the instruments where derivative accounting (explained below) does not apply. The amount of the value of warrants and beneficial conversion feature may reduce the carrying value of the instrument to zero, but no further. The discounts relating to the initial recording of the derivatives or beneficial conversion features are accreted over the term of the debt. | |||||
The Company calculates the fair value of warrants and conversion features issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718 “Compensation – Stock Compensation”, except that the contractual life of the warrant or conversion feature is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. | |||||
The Company accounts for modifications of its BCF’s in accordance with ASC 470-50 “Modifications and Extinguishments”. ASC 470-50 requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense on the associated debt instrument when the modification does not result in a debt extinguishment. | |||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||
The Company follows the guidance of ASC 820 – “Fair Value Measurement and Disclosure”. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: | |||||
Level 1. Observable inputs such as quoted prices in active markets; | |||||
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |||||
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||
The Company did not have any level 1 financial instruments at March 31, 2015 or December 31, 2014. | |||||
As of March 31, 2015 and December 31, 2014, the Company’s warrant liability is considered a level 2 item (see Note 5). | |||||
As of March 31, 2015 and December 31, 2014 the Company’s redeemable noncontrolling interest is considered a level 3 item and changed during the three months ended March 31, 2015 as follows. | |||||
Balance at December 31, 2014 | $ | 864,867 | |||
Net loss attributable to noncontrolling interest | (1,189 | ) | |||
Balance at March 31, 2015 | $ | 863,678 | |||
Risks and Uncertainties | Risks and Uncertainties | ||||
The Company’s operations are subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives. Design and development of new products are important elements to achieve and maintain profitability in the Company’s industry segment. The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company’s financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. | |||||
Loss per Common Share | Loss per Common Share | ||||
The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the consolidated statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. As of March 31, 2015 and 2014, the Company had 23,528,571 and 428,571 warrants, respectively, for which 428,571 warrants had an exercise price which was in excess of the average closing price of the Company’s common stock during the corresponding quarter, and thus 23,100,000 and 0 warrants, respectively, are considered dilutive under the treasury stock method of accounting. However, due to the net loss in the periods presented, the warrants’ effects are antidilutive and therefore, excluded from diluted EPS calculations. | |||||
Derivative Financial Instruments | Derivative Financial Instruments | ||||
We do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks that may affect the fair values of our financial instruments. However, under the provisions ASC 815 – “Derivatives and Hedging” certain financial instruments that have characteristics of a derivative, as defined by ASC 815, such as embedded conversion features on our Convertible Notes, that are potentially settled in the Company’s own common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value each reporting period. | |||||
The value of the embedded conversion feature is determined using the Black-Scholes option pricing model. All future changes in the fair value of the embedded conversion feature will be recognized currently in earnings until the note is converted or redeemed. Determining the fair value of derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rate risk, credit risk, volatility and other factors. The use of different assumptions could have a material effect on the estimated fair value amounts. | |||||
Redeemable - Noncontrolling Interest | Redeemable - 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. | |||||
New Accounting Pronouncements | 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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Accounting Policies [Abstract] | |||||
Schedule of Redeemable Noncontrolling Interest Considered Level Three | As of March 31, 2015 and December 31, 2014 the Company’s redeemable noncontrolling interest is considered a level 3 item and changed during the three months ended March 31, 2015 as follows. | ||||
Balance at December 31, 2014 | $ | 864,867 | |||
Net loss attributable to noncontrolling interest | (1,189 | ) | |||
Balance at March 31, 2015 | $ | 863,678 |
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | |
Mar. 31, 2015 | ||
Debt Disclosure [Abstract] | ||
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | 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. | |
April 8, 2014 | ||
Annual dividend yield | - | |
Expected life (years) of | 1.41 - 2.00 | |
Risk-free interest rate | 0.40% | |
Expected volatility | 183% - 206% |
Outstanding_Warrant_Liability_
Outstanding Warrant Liability (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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. | ||||||||
31-Mar-15 | 31-Dec-14 | ||||||||
Annual dividend yield | - | - | |||||||
Expected life (years) of | 0.8 | 1.05 | |||||||
Risk-free interest rate | 0.26 | % | 0.25 | % | |||||
Expected volatility | 344 | % | 357 | % |
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Equity [Abstract] | |||||
Schedule of Fair Market Value of Conversion Feature of Notes | The Company revalued the conversion feature at March 31, 2014 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 $2,600. | ||||
31-Mar-14 | |||||
Annual dividend yield | - | ||||
Expected life (years) | 0 | ||||
Risk-free interest rate | 0.03 | % | |||
Expected volatility | 235 | % |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2007 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 23, 2010 | |
SignificantAccountingPoliciesLineItems [Line Items] | ||||
Proceeds from issuance of convertible debt | $14,500,000 | $35,000 | ||
Working capital deficit | 2,020,000 | |||
Estimated operating expenses | 421,885 | 507,277 | ||
Ownership interest | 1.00% | 1.00% | ||
Research and development costs | 211,000 | 214,000 | ||
Warrants outstanding | 23,528,571 | 428,571 | ||
Warrants issued during the year | 23,100,000 | 0 | ||
Fulton Project [Member] | ||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||
Estimated construction costs | 300,000,000 | |||
Lancaster Biorefinery [Member] | Minimum [Member] | ||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||
Estimated construction costs | 100,000,000 | |||
Lancaster Biorefinery [Member] | Maximum [Member] | ||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||
Estimated construction costs | 125,000,000 | |||
Next Twelve Months [Member] | ||||
SignificantAccountingPoliciesLineItems [Line Items] | ||||
Estimated operating expenses | $1,700,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Redeemable Noncontrolling Interest Considered Level Three (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Accounting Policies [Abstract] | ||
Balance at the beginning | $864,867 | |
Net loss attributable to noncontrolling interest | -1,189 | 2,372 |
Balance at the end | $863,678 |
Development_Contracts_Details_
Development Contracts (Details Narrative) (USD $) | 3 Months Ended | 1 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Oct. 31, 2007 | Dec. 31, 2009 | Feb. 28, 2007 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenue from Grants | $38,125 | $525,586 | |||
May 12, 2015 [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Grant for costs incurred prior | 0 | ||||
Reimbursements received amount | 13,290,941 | ||||
Company Cost Share [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Award, percentage | 60.00% | ||||
U.S. Department Of Energy [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenue from Grants | 10,000,000 | 88,000,000 | |||
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] | Company Cost Share [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Award, percentage | 40.00% | ||||
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 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||||
Jun. 13, 2013 | Mar. 31, 2015 | Dec. 19, 2013 | Dec. 18, 2013 | Dec. 09, 2013 | Nov. 04, 2013 | Mar. 31, 2014 | Dec. 23, 2013 | Sep. 30, 2014 | Apr. 24, 2014 | Apr. 08, 2014 | Dec. 17, 2014 | |
Short-term Debt [Line Items] | ||||||||||||
Pecentage of debt interest rate | 8.00% | |||||||||||
Percentage of convertible debt | 58.00% | |||||||||||
Percentage of debt discount | 42.00% | |||||||||||
Principal amount on notes payable | $32,000 | |||||||||||
Notes payable maturity date | 17-Mar-14 | |||||||||||
Fair value of derivative liability | 28,000 | 35,290 | ||||||||||
Loss on derivative liabilities | 51,741 | |||||||||||
Amortized discount on notes | 75,695 | |||||||||||
Debt instuments maturity date | 11-Apr-14 | |||||||||||
AKR Warrants [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Amortization interest expense | 10,682 | |||||||||||
Discount on notes payable | 42,323 | |||||||||||
Asher Notes [Member] | Common Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Note converted into stock | 22,207,699 | |||||||||||
Note Two [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount on notes payable | 37,500 | |||||||||||
Asher Note Two [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Notes payable maturity date | 23-Dec-14 | |||||||||||
Asher Note Two [Member] | Common Stock [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Note converted into stock | 24,537,990 | |||||||||||
Tarpon Initial Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount on notes payable | 25,000 | 25,000 | ||||||||||
Percentage of discount on notes | 50.00% | |||||||||||
Debt instuments maturity date | 30-Jan-14 | 30-Jan-14 | ||||||||||
Cash payment on Tarpon notes | 98,001 | 22,352 | ||||||||||
Shares issued for conversion of Tarpon Notes | 0 | 130,668 | ||||||||||
Tarpon Success Fee Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount on notes payable | 50,000 | |||||||||||
Percentage of discount on notes | 50.00% | |||||||||||
Debt instuments maturity date | 30-Jun-14 | 30-Jun-14 | ||||||||||
Tarpon Bay Convertible Notes [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Amortization of financing costs | 0 | 27,886 | ||||||||||
Notes payable conversion description | 50% discount from the lowest closing bid price in the twenty (20) trading days prior to the day that Tarpon requests conversion. | |||||||||||
Percentage of discount on notes | 50.00% | |||||||||||
Derivative liabilities | 0 | 102,995 | ||||||||||
Cash payment on Tarpon notes | 25,000 | |||||||||||
Shares issued for conversion of Tarpon Notes | 45,647,727 | |||||||||||
Tarpon Bay Convertible Notes [Member] | Day One Loss On Derivative [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Derivative liabilities | 96,000 | |||||||||||
AKR Promissory Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Pecentage of debt interest rate | 5.00% | 5.00% | ||||||||||
Principal amount on notes payable | 30,000 | 350,000 | ||||||||||
Notes payable maturity date | 30-Jun-15 | 8-Apr-15 | ||||||||||
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 | |||||||||||
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 maturity date | 8-Apr-16 | |||||||||||
AKR Promissory Note [Member] | AKR Warrant B [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Warrants maturity 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 maturity date | 8-Apr-16 | |||||||||||
AKR Warrants [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Amortized discount on notes | 653 | |||||||||||
Kodiak Promissory Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount on notes payable | 60,000 | |||||||||||
Amortization interest expense | 30,566 | |||||||||||
Debt instuments maturity date | 17-Jul-15 | |||||||||||
Discount on notes payable | 29,434 | |||||||||||
Commitment to purchase put shares | $1,500,000 |
Notes_Payable_Schedule_of_Fair
Notes Payable - Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Short-term Debt [Line Items] | |
Annual dividend yield | |
Risk-free interest rate | 0.40% |
Minimum [Member] | |
Short-term Debt [Line Items] | |
Expected life (years) | 1 year 4 months 28 days |
Expected volatility | 183.00% |
Maximum [Member] | |
Short-term Debt [Line Items] | |
Expected life (years) | 2 years |
Expected volatility | 206.00% |
Outstanding_Warrant_Liability_1
Outstanding Warrant Liability (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | ||
Jan. 19, 2011 | Dec. 15, 2010 | Mar. 31, 2015 | Mar. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Issuance of warrants to purchase of common stock | 428,571 | |||
Gain (Loss) from change in fair value of warrant liability | ($83,736) | $13,216 | ($412) |
Outstanding_Warrant_Liability_2
Outstanding Warrant Liability - Schedule of Black-Scholes Option Pricing Model Assumptions to Estimate Fair Value of Warrants (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Annual dividend yield | ||
Risk-free interest rate | 0.40% | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Annual dividend yield | 0.00% | 0.00% |
Expected life (years) of | 9 months 18 days | 1 year 18 days |
Risk-free interest rate | 0.26% | 0.25% |
Expected volatility | 344.00% | 357.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
Jul. 20, 2010 | Mar. 31, 2015 | Mar. 31, 2014 | Nov. 19, 2013 | Nov. 19, 2013 | |
Primary lease term | 30 year | ||||
Lease rate per acre, per month | $10,300 | ||||
Lease rate renewal term | 5 years | ||||
Rent expense under non-cancellable leases | 30,900 | 30,900 | |||
Accrued lease payments | 82,336 | 0 | |||
Gain of credit for past site preparation reimbursements | 96,000 | ||||
May 12, 2015 [Member] | |||||
Shares issued to related parties as compensation | 6,000 | ||||
Independent Board Member 1 [Member] | |||||
Cash compensation | 5,000 | ||||
Independent Board Member 2 [Member] | |||||
Cash compensation | 5,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
Dec. 15, 2010 | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 10, 2014 | Dec. 31, 2014 | Nov. 10, 2011 | |
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 | $0.50 | |||||
Warrant expiration date | 15-Dec-13 | |||||
Fair values warrants | 83,736 | -13,216 | 412 | |||
Line of credit, amount outstanding | 45,230 | 9,770 | ||||
Minimum amount of financing to be received for repayment of principal and interest | 1,000,000 | |||||
Chief Executive Officer [Member] | ||||||
Line of credit, amount outstanding | 40,000 | |||||
Notes, repayment of principal balance and interest | 12.00% | |||||
Minimum amount of financing to be received for repayment of principal and interest | 100,000 | |||||
Line of credit, maximum amount of credit line | $55,000 |
Redeemable_Noncontrolling_Inte1
Redeemable Noncontrolling Interest (Details Narrative) (USD $) | 1 Months Ended | 3 Months Ended | |
Dec. 23, 2010 | Mar. 31, 2015 | Mar. 31, 2014 | |
Noncontrolling Interest [Abstract] | |||
Ownership interest in BlueFire Fulton Renewable Energy LLC sold | 1.00% | 1.00% | |
Proceeds from sale of LLC Unit | $750,000 | ||
Ownership interest in BlueFire Fulton Renewable Energy LLC | 99.00% | ||
Redeemable non-controlling interest | 862,500 | ||
Net income (loss) attributable to non-controlling interest | ($1,189) | $2,372 |
Stockholders_Deficit_Details_N
Stockholders' Deficit (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | |||||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 17, 2014 | Dec. 18, 2013 | Dec. 09, 2013 | Nov. 04, 2013 | Dec. 23, 2013 | Mar. 28, 2012 | Feb. 12, 2015 | Dec. 31, 2014 | Nov. 21, 2013 | Jun. 13, 2013 | Mar. 28, 2013 | |
Stock based compensation | $36,977 | ||||||||||||
Common stock, par value | $0.00 | $0.00 | |||||||||||
Convertible note issued | 32,000 | ||||||||||||
Convertible note interest rate | 8.00% | ||||||||||||
Fair value of conversion feature | 161,570 | ||||||||||||
Fair value of the derivative liability | 2,600 | ||||||||||||
Accounts payable | 583,710 | ||||||||||||
Maximum of companies common stock | 9.99% | ||||||||||||
Debt instruments maturity date | 11-Apr-14 | ||||||||||||
Purchase Agreement With Kodiak [Member] | |||||||||||||
Agreement term | 24 years | ||||||||||||
Purchase agreement signed amount | 1,500,000 | ||||||||||||
Tarpon Initial Note [Member] | |||||||||||||
Facility fees | 0 | 48,110,000 | 6,619,835 | ||||||||||
Convertible note issued | 25,000 | 25,000 | |||||||||||
Debt instruments maturity date | 30-Jan-14 | 30-Jan-14 | |||||||||||
Proceeds from sale of common stock | 29,802 | ||||||||||||
Gross proceeds from common stock | 0 | 130,668 | |||||||||||
Placement agents fees | 32,667 | 7,450 | |||||||||||
Amount used to settle outstanding liabilities | 98,001 | 22,352 | |||||||||||
Tarpon Success Fee Note [Member] | |||||||||||||
Convertible note issued | 50,000 | ||||||||||||
Debt instruments maturity date | 30-Jun-14 | 30-Jun-14 | |||||||||||
Kodiak Promissory Note [Member] | |||||||||||||
Convertible note issued | 60,000 | ||||||||||||
Debt instruments maturity date | 17-Jul-15 | ||||||||||||
TCA Global Credit Master Fund, LP [Member] | |||||||||||||
Agreement term | 24 months | ||||||||||||
Purchase agreement signed amount | 2,000,000 | ||||||||||||
Common stock, par value | $0.00 | ||||||||||||
Price of shares as a percentage of lowest daily volume weighted average price | 95.00% | ||||||||||||
Facility fees | 110,000 | ||||||||||||
TCA Global Credit Master Fund, LP [Member] | Convertible Notes Payable [Member] | |||||||||||||
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% | ||||||||||||
Kodiak [Member] | Put Option [Member] | |||||||||||||
Number of stock issued during period | 20,000,000 | ||||||||||||
Common stock lowest closing bid price per share | $0.01 | ||||||||||||
Percentage of discount | 25.00% | ||||||||||||
Proceeds from issuance stock | 147,000 | ||||||||||||
General And Administrative Expenses [Member] | |||||||||||||
Stock based compensation | 0 | 37,000 | |||||||||||
Project Development Expenses [Member] | |||||||||||||
Stock based compensation | $0 | $0 |
Shareholders_Deficit_Schedule_
Shareholders' Deficit - Schedule of Fair Market Value of Conversion Feature of Notes (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Annual dividend yield | |
Risk-free interest rate | 0.40% |
Equity Facility Agreement [Member] | |
Annual dividend yield | |
Expected life (years) | 0 years |
Risk-free interest rate | 0.03% |
Expected volatility | 235.00% |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Event [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Proceeds from investments | $100,000 |
Total potential investment from convertible note investor | $250,000 |
investor [Member] | Convertible Notes Payable [Member] | |
Percentage of common stock discount | 40.00% |