Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Jun. 30, 2015 | Mar. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Bluefire Renewables, Inc. | ||
Entity Central Index Key | 1,370,489 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 826,534 | ||
Entity Common Stock, Shares Outstanding | 404,993,005 | ||
Trading Symbol | BFRE | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 26,922 | $ 22,134 |
Prepaid expenses | 9,291 | 6,274 |
Total current assets | 36,213 | 28,408 |
Property and equipment, net of accumulated depreciation of $107,897 and $107,003, respectively | 109,384 | 110,278 |
Total assets | 145,597 | 138,686 |
Current liabilities: | ||
Accounts payable | 899,887 | 962,589 |
Accrued liabilities | 730,759 | 187,935 |
Notes payable | 420,000 | 368,665 |
Line of credit, related party | 45,230 | 45,230 |
Note payable to a related party | 200,000 | $ 200,000 |
Outstanding warrant liability | 199 | |
Total current liabilities | 2,296,075 | $ 1,764,419 |
Convertible notes payable, net of discount of $32,886 and $0, respectively | 20,084 | |
Derivative liability | $ 290,092 | |
Outstanding warrant liability | $ 16,567 | |
Total liabilities | $ 2,606,251 | $ 1,780,986 |
Commitments and contingencies (Note 7) | ||
Redeemable noncontrolling interest | $ 865,614 | $ 864,867 |
Stockholders' deficit: | ||
Preferred stock, no par value, 1,000,000 shares authorized; 51 and no shares issued and outstanding as of December 31, 2015 and 2014, respectively | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 308,163,005 and 226,890,279 shares issued and 308,130,833 and 226,858,107 outstanding, as of December 31, 2015 and 2014, respectively | $ 308,163 | $ 226,891 |
Additional paid-in capital | 16,967,128 | 16,584,847 |
Treasury stock at cost, 32,172 shares | (101,581) | (101,581) |
Accumulated deficit | (20,499,978) | (19,217,324) |
Total stockholders' deficit | (3,326,268) | (2,507,167) |
Total liabilities and stockholders' deficit | $ 145,597 | $ 138,686 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 107,897 | $ 107,003 |
Convertible notes payable, discount | $ 32,886 | $ 0 |
Preferred stock, no par value | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 51 | 0 |
Preferred stock, shares outstanding | 51 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 308,163,005 | 226,890,279 |
Common stock, shares outstanding | 308,130,833 | 226,858,107 |
Treasury stock, shares | 32,172 | 32,172 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | ||
Consulting fees | $ 263,178 | |
Department of Energy grant revenues | $ 911,458 | 1,331,458 |
Total revenues | $ 911,458 | 1,594,636 |
Cost of revenue: | ||
Consulting revenue | 64,605 | |
Gross margin | $ 911,458 | 1,530,031 |
Operating expenses: | ||
Project development, including stock based compensation of $0, and $0, respectively | 608,679 | 774,132 |
General and administrative, including stock based compensation of $0 and $46,711, respectively | 1,250,008 | 909,648 |
Total operating expenses | 1,858,687 | 1,683,780 |
Operating loss | (947,229) | (153,749) |
Other income and (expense): | ||
Amortization of debt discount | (201,682) | (142,445) |
Interest expense | (42,176) | (51,286) |
Related party interest expense | (5,503) | (4,599) |
Gain on settlement of accounts payable and accrued liabilities | 235,919 | 95,990 |
Change in fair value of warrant liability | 16,368 | (16,509) |
Change in fair value of derivative liability | (22,849) | $ (112,785) |
Loss on excess fair value of derivative liability | (312,212) | |
Total other income or (expense) | (332,135) | $ (231,634) |
Loss before provision for income taxes | (1,279,364) | (385,383) |
Provision for income taxes | 2,543 | 2,291 |
Net loss | (1,281,907) | (387,674) |
Net income attributable to noncontrolling interest | 747 | 8,823 |
Net loss attributable to controlling interest | $ (1,282,654) | $ (396,497) |
Basic and diluted loss per common share attributable to controlling interest | $ 0 | $ 0 |
Weighted average common shares outstanding, basic and diluted | 248,518,121 | 170,370,290 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock based compensation | $ 46,711 | |
Project Development Expenses [Member] | ||
Stock based compensation | $ 0 | 0 |
General And Administrative Expenses [Member] | ||
Stock based compensation | $ 0 | $ 46,711 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Deficit - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Total |
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 | |||||
Common Shares issued for conversion of notes in 2014 at a range of $0.0015 and $0.008 per share | $ 46,746 | 26,054 | 72,800 | |||
Common Shares issued for conversion of notes in 2014 at a range of $0.0015 and $0.008 per share, Shares | 46,745,690 | |||||
Common Shares issued in connection with 3(a)10 transaction in 2014 at a range of $0.0026 and $0.0075 per share | $ 65,554 | 115,094 | 180,648 | |||
Common Shares issued in connection with 3(a)10 transaction in 2014 at a range of $0.0026 and $0.0075 per share, Shares | 65,554,295 | |||||
Common Shares issued in connection with the conversion of notes pursuant to 3(a)10 transaction in 2014 at a range of $0.0029 and $0.0048 per share | $ 45,648 | 6,777 | 52,425 | |||
Common Shares issued in connection with the conversion of notes pursuant to 3(a)10 transaction in 2014 at a range of $0.0029 and $0.0048 per share, Shares | 45,647,727 | |||||
Discount on fair value of warrants | 42,323 | 42,323 | ||||
Common shares issued for cash pursuant to S-1 in 2015 at a price of $0.03 per share | ||||||
Common Shares issued for conversion of notes in 2015 at a range of $0.0007 to $0.003 per share | ||||||
Extinguishment of derivative liabilities associated with convertible notes | $ 270,855 | 270,855 | ||||
Net loss attributable to controlling interest | $ (396,497) | (396,497) | ||||
Balance at Dec. 31, 2014 | $ 226,891 | $ 16,584,847 | $ (19,217,324) | $ (101,581) | (2,507,167) | |
Balance, shares at Dec. 31, 2014 | 226,858,107 | |||||
Common Shares issued for conversion of notes in 2014 at a range of $0.0015 and $0.008 per share | ||||||
Common Shares issued in connection with 3(a)10 transaction in 2014 at a range of $0.0026 and $0.0075 per share | ||||||
Common Shares issued in connection with the conversion of notes pursuant to 3(a)10 transaction in 2014 at a range of $0.0029 and $0.0048 per share | ||||||
Discount on fair value of warrants | ||||||
Common shares issued for cash pursuant to S-1 in 2015 at a price of $0.03 per share | $ 20,000 | 127,000 | 147,000 | |||
Common shares issued for cash pursuant to S-1 in 2015 at a price of $0.03 per share, Shares | 20,000,000 | |||||
Common Shares issued for conversion of notes in 2015 at a range of $0.0007 to $0.003 per share | $ 61,272 | $ 57,117 | $ 118,389 | |||
Common Shares issued for conversion of notes in 2015 at a range of $0.0007 to $0.003 per share, Shares | 61,272,726 | |||||
Issuance of Series A Preferred stock | 51 | |||||
Extinguishment of derivative liabilities associated with convertible notes | $ 198,164 | $ 198,164 | ||||
Net loss attributable to controlling interest | $ (1,282,654) | (1,282,654) | ||||
Balance at Dec. 31, 2015 | $ 308,163 | $ 16,967,128 | $ (20,499,978) | $ (101,581) | $ (3,326,268) | |
Balance, shares at Dec. 31, 2015 | 51 | 308,130,833 |
Consolidated Statements of Sto7
Consolidated Statements of Stockholder's Deficit (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Issuance of common stock for cash | $ 0.03 | |
Minimum [Member] | ||
Issuance of common stock for conversion of notes price per share | $ 0.0015 | |
Issuance of common stock for connection with transaction price per share | 0.0026 | |
Issuance of common stock for connection with transaction price per share | 0.0029 | |
Issuance of common stock for conversion of notes price per share | 0.0007 | |
Maximum [Member] | ||
Issuance of common stock for conversion of notes price per share | 0.008 | |
Issuance of common stock for connection with transaction price per share | 0.0075 | |
Issuance of common stock for connection with transaction price per share | $ 0.0048 | |
Issuance of common stock for conversion of notes price per share | $ 0.003 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (1,281,907) | $ (387,674) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in the fair value of warrant liability | (16,368) | 16,509 |
Change in fair value of derivative liability | 22,849 | $ 112,785 |
Loss on excess fair value of derivative liability | 312,212 | |
Gain on settlement of accounts payable and accrued liabilities | (235,919) | $ (95,990) |
Share-based compensation | 46,711 | |
Amortization | 201,682 | 142,445 |
Depreciation | 894 | 706 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (3,017) | (1,638) |
Accounts payable | 173,216 | 46,565 |
Accrued liabilities | 549,146 | (79,277) |
Net cash used in operating activities | (277,212) | $ (198,858) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 147,000 | |
Proceeds from convertible notes payable | 155,000 | $ 35,000 |
Repayment of notes payable | $ (20,000) | (275,000) |
Proceeds from notes payable | 380,000 | |
Proceeds from related party line of credit/notes payable | 34,000 | |
Net cash provided by financing activities | $ 282,000 | 174,000 |
Net increase (decrease) in cash and cash equivalents | 4,788 | (24,858) |
Cash and cash equivalents beginning of period | 22,134 | 46,992 |
Cash and cash equivalents end of period | $ 26,922 | 22,134 |
Supplemental disclosures of cash flow information | ||
Interest | 98,179 | |
Income taxes | $ 2,400 | 2,400 |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of non-secured convertible notes payable | $ 118,389 | 70,000 |
Interest converted to common stock | $ 2,800 | |
Derivative liability reclassified to additional paid-in capital | $ 198,164 | |
Discount on convertible notes payable | $ 153,196 | $ 42,323 |
Liabilities settled in connection with the Liabilities Purchase Agreement | $ 135,432 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | NOTE 1 – ORGANIZATION AND BUSINESS BlueFire Ethanol, 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. On September 30, 2015, the Company filed an amendment to the Company’s articles of incorporation with the Secretary of State of the State of Nevada, which, among other things, established the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock, no par value per share (the “Series A Preferred Stock”). Among other things, each one (1) share of the Series A Preferred Stock shall have voting rights equal to(x) 0.019607 multiplied by the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036). The Series A Preferred Stock has no dividend rights, no liquidation rights and no redemption rights, and was created primarily to be able to obtain a quorum and conduct business at shareholder meetings. All shares of the Series A Preferred Stock shall rank (i) senior to the Company’s common stock and any other class or series of capital stock of the Company hereafter created, (ii) pari passu with any class or series of capital stock of the Company hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Company hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 Chairman/Chief Executive Officer, 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 2015. 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, 2015, the Company has negative working capital of approximately $2,260,000. Management has estimated that operating expenses for the next 12 months will be approximately $1,500,000, 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 2016, the Company intends to fund its operations with any additional funding that can be secured in the form of equity or debt. As of March 30, 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 or at all. 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 (Note 3), 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. 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. Significant estimates include, but are not limited to, DOE Grant reimbursements, valuation of warrants and derivative liabilities, and impairment of long-lived assets. 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 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 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, 2015 and 2014, the Company has no reserve allowance. 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. 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. 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. There was no impairment as of December 31, 2015 or 2014. Revenue Recognition 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 provided for payment in connection with related development and construction costs involving commercialization of our technologies. Grant award reimbursements were 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 were recognized in the period during which the conditions under the grant had been met and the Company had made payment for the related asset or expense. The Company recognized DOE unbilled grant receivables for those costs that had been incurred during a period but not yet paid at period end, were otherwise reimbursable under the terms of the grant, and were 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 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, 2015 and 2014, research and development costs included in project development were approximately $609,000 and $774,000, 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 or the associated debt instrument when the modification does not result in a debt extinguishment. Equity Instruments Issued with Registration Rights Agreement The Company accounts for these penalties as contingent liabilities, applying the accounting guidance of ASC 450 “Contingencies”. This accounting is consistent with views established in ASC 825 “Financial Instruments”. Accordingly, the Company recognizes damages when it becomes probable that they will be incurred and amounts are reasonably estimable. In connection with the Company signing the $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. 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 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 December 31, 2015 and 2014. As of December 31, 2015 and 2014, the warrant liability and derivative liability are considered Level 2 items, see Notes 5, 6, and 9. As of December 31, 2015 and 2014, the Company’s redeemable noncontrolling interest is considered a Level 3 item and changed during 2014 and 2015 due to the following: Balance as of January 1, 2015 $ 864,867 Net gain attributable to noncontrolling interest 747 Balance at December 31, 2015 $ 865,614 See Note 8 for details of valuation and changes during the years 2015 and 2014. 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 non-compliance 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, 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 $250,000 for cash. At times, the Company has cash deposits in excess of federally and institutional insured limits. As of December 31, 2015 and 2014, the Department of Energy made up 100% of Grant Revenues. Management believes the loss of this organization will have a material impact on the Company’s financial position, results of operations, and cash flows. The company is currently investigating alternative sources of funding. As of December 31, 2014, 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, 2015 and 2014 four and three vendors made up approximately 78% and 60% 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, 2015 and 2014, the Company had no options and 23,528,571 warrants outstanding, respectively, for which 23,528,571 warrants had an exercise price which was in excess of the average closing price of the Company’s common stock during the corresponding years and thus 23,528,571 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. 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 using the effective interest method, or a method that approximates such 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. New Accounting Pronouncements On February 25, 2016, the Financial Accounting Standards Board (FASB) issued authoritative guidance intended to improve financial reporting about leasing transactions. The new guidance requires entities to recognize assets and liabilities for leases with lease terms of more than 12 months. The new guidance also requires qualitative and quantitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. The new guidance is effective for the Company beginning January 1, 2019. The Company is evaluating the impact of the new standard on its consolidated financial statements. In November 2015, the FASB issued authoritative guidance related to balance sheet classification of deferred taxes. The new guidance requires entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as noncurrent in a classified balance sheet. It thus simplifies the current guidance, which requires entities to separately present DTAs and DTLs as current or noncurrent in a classified balance sheet. Netting of DTAs and DTLs by tax jurisdiction is still required under the new guidance. The new authoritative guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. Early adoption is permitted. The guidance is not expected to have a material impact on the audited annual financial statements. In May 2014, FASB issued authoritative guidance that provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, FASB agreed to delay the effective date by one year and, accordingly, the new standard is effective for the Company beginning in the first quarter of fiscal 2018. Early adoption is permitted, but not before the original effective date of the standard. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet selected a transition method nor has it determined the impact of the new standard on its consolidated financial statements. In April 2015, the FASB issued authoritative guidance, which changes the presentation of debt issuance costs in financial statements. Under this authoritative guidance, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The new guidance is effective for the Company beginning January 1, 2016. Early adoption is permitted. The guidance is not expected to have a material impact on the consolidated financial statements. 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 | 12 Months Ended |
Dec. 31, 2015 | |
Development Contract | |
Development Contract | NOTE 3 – DEVELOPMENT CONTRACT 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, which was subsequently moved to Fulton, Mississippi. 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. As stated in the following paragraph a final determination by the DOE received by the company, 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. The Company considers the Award closed as of September 30, 2015 and there are no monies available that remain under the grant. We cannot guarantee that we will continue to receive grants, loan guarantees, or other funding for our projects from the DOE or other governmental agency. As of December 31, 2015, the Company has received reimbursements of approximately $14,164,964 under these awards. |
Composition of Certain Balance
Composition of Certain Balance Sheets Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Composition of Certain Balance Sheets Accounts | NOTE 4 – COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS Property and equipment Property and equipment consist of the following: December 31, 2015 December 31, 2014 Land $ 109,108 $ 109,108 Office equipment 63,367 63,367 Furniture and fixtures 44,806 44,806 Property and equipment - Gross 217,281 217,281 Accumulated depreciation (107,897 ) (107,003 ) Property and equipment - Net of depreciation $ 109,384 $ 110,278 Depreciation expense for the years ended December 31, 2015 and 2014 was $894 and $962, respectively. During the years ended December 31, 2015 and 2014, the Company invested $0 in construction activities at our Fulton Project and the construction costs through 2013 were deemed impaired due to the discontinuance of the DOE Grant described in Note 3. Accrued liabilities December 31, 2015 December 31, 2014 Payroll and related benefits $ 614,795 $ 118,214 Accrued interest 46,033 13,256 Accrued interest – related party 45,268 39,840 Other 24,663 16,625 Total $ 730,759 $ 187,935 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 5 – NOTES PAYABLE Convertible Notes Payable From time-to-time, the Company enters into convertible notes with Vis Vires Group, Inc. and 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 had 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. On May 12, 2015, the Company issued a convertible note in favor of Vis Vires Group, Inc. in the principal amount of $59,000 with a $4,000 on-issuance discount pursuant to the terms identified above, with a maturity date of February 14, 2016. In accordance with the terms of the note, the note became convertible on November 8, 2015. 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 $53,195, resulting in a discount to the note. The discount was being amortized over the term of the note and accelerated as the note is converted. As of December 31, 2015, the entire discount was amortized to interest expense, with no remaining unamortized discount and the note was fully converted into 26,072,727 shares of common stock. Using the Black-Scholes pricing model, with the range of inputs listed below, 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 a loss of $12,911 and $112,785 during the year ended December 31, 2015 and 2014 based on these valuations which is included in the accompanying statement of operations. December 31, 2015 December 31, 2014 Annual dividend yield 0% 0% Expected life (years) 0.08 - 0.16 0.04 – 0.18 Risk-free interest rate 0.14 – 0.29% 0.03 - 0.11% Expected volatility 216% 197 - 235% On-issuance discounts applicable to the above notes are amortized over the term of such notes. JMJ Convertible Note On April 2, 2015, the Company issued a convertible note in favor of JMJ Financial in the principal amount of $100,000 out of a total of a possible $250,000, with a maturity date of April 1, 2017 (the “JMJ Note”). The JMJ Note was issued with a 10% original issue discount, and is convertible at any time. The $10,000 on-issuance discount will be amortized over the life of the note. The Company was to repay any principal balance due under the note including a one-time charge of 12% interest on the principal balance outstanding if not repaid within 90 days. The Company has the option to prepay the JMJ Note prior to maturity. The JMJ Note is convertible into shares of the Company’s common stock as calculated by multiplying 60% of the lowest trade price in the 25 trading days prior to the conversion date. Due to the variable conversion feature of the note, derivative accounting is required. The Company valued the derivative upon issuance, at each reporting period, and as of December 31, 2015 as indicated below. The initial value of the derivative liability was $412,212, resulting in a day one loss $312,212. The discount on the convertible note is being amortized over the life of the note. For the year ended December 31, 2015, amortization of the discount was $77,114 with $32,886 remaining. Year ended April 2, 2015 Annual dividend yield - - Expected life (years) 1.25 - 1.75 2.00 Risk-free interest rate 0.61 - 1.06 % 0.55 % Expected volatility 282 - 304 % 301 % During the year ended December 31, 2015, the Company issued 35,200,000 shares of common stock for the conversion of $57,030 of principal. Subsequent to year end, the Company issued additional shares under the terms of the JMJ note (see Note 12). 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 originally due on April 8, 2015, however, the Company received an extension through June 30, 2016. The AKR Note 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 the relative fair value of the AKR Warrants compared to the debt. For the year ended December 31, 2015 and 2014 the Company amortized $11,335 and $30,988, respectively of the discount to interest expense. As of December 31, 2015 unamortized discount of $0 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 2 nd nd For the year ended December 31, 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. 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. During the years ended December 31, 2015, and 2014 amortization of $0 and approximately $51,960, respectively, was recognized to interest expense related to the discounts on the notes. As of December 31, 2014, the Tarpon Initial Note and the Tarpon Success Fee Note were repaid in full through the conversion of these notes for 45,647,727 shares of common stock and a cash payment of $25,000. 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 quarter and as of December 31, 2014 which resulted in a loss of approximately $46,000. The Company used the following range of assumptions for the years ended December 31, 2015 and 2014: Year ended Annual dividend yield 0% Expected life (years) 0.001 - 0.25 Risk-free interest rate 0.01 - 0.05% Expected volatility 229 - 242% During the year ended December 31, 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. There were no such payments in 2015. 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 had maturity date of July 17, 2015. The Company has been in discussions with Kodiak in order to extend the maturity date. As of December 31, 2015, the balance outstanding on the Kodiak Note was $40,000. No funds were received from the Kodiak Note. Because the Kodiak Note was issued for no cash consideration, there was a full on-issuance discount, of which $60,000 was amortized as of December 31, 2015, and $0 remains to be amortized. |
Outstanding Warrant Liability
Outstanding Warrant Liability | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Outstanding Warrant Liability | NOTE 6 – 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 the Stock Purchase Agreement entered into in 2011 with Lincoln Park Capital, LLC. 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, 2015 December 31, 2014 Annual dividend yield - - Expected life (years) 0.05 1.05 Risk-free interest rate 0.14 % 0.25 % Expected volatility 216 % 357 % In connection with these warrants, the Company recognized a gain/(loss) on the change in fair value of warrant liability of $16,368 and ($16,509) during the years ended December 31, 2015 and 2014, respectively. Expected volatility is based primarily on historical volatility. Historical volatility was computed using weekly pricing observations for recent periods that correspond to the expected life of the warrants. The Company believes this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants. The Company currently has no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates. Subsequent to year end, these warrants expired without exercise. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES Employment Agreements 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. 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 March 30, 2015, the Company had not yet issued the 6,000 shares issuable for compensation for the years ending 2013-2015 to each of its Board Members and has accrued the cash portion. 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, 2015 are as follows: Years ending December 31, 2016 $ 125,976 2017 125,976 2018 125,976 2019 125,976 2020 125,976 Thereafter 2,526,040 Total $ 3,155,920 Rent expense under non-cancellable leases was approximately $123,000, $123,000 during the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015 and 2014, $174,964 and $30,876 of the monthly lease payments were included in accounts payable on the accompanying balance sheets. As of December 31, 2015, the Company was in technical default of the lease due to non-payment. Legal Proceedings In 2013, the Company was subject to a claim in the Orange County Superior Court (the "Court") by shareholders' of the Company for breach of contract and declaratory relief related to 5,740,741 warrants previously issued by the Company that contained certain anti-dilution protective provisions. The Court ruled in favor of the shareholders which required the Company to accept the exercise of the said warrants at a decreased value $0.00. Accordingly, these warrants were considered exercised as of December 2012 per the exercise notice received and were issued in August 2013. There were no monetary damages awarded by the Court. The Company subsequently appealed the prior rulings and on December 15, 2015, the Appellate Court determined that there was no breach of fiduciary duty, agreed that there should be no contract damages awarded, agreed that anti-dilution provisions did apply, but reversed the finding that the exercise price should be reduced to $0.00. The Appellate Court determined that the proper remedy would be to return the parties so far as possible to the positions they occupied before the execution of the original Court's ruling and remanded a retrial solely to determine the proper remedy for the breach of the warrants. The Company is pursuing all legal remedies to compel the return of shares issued as part of the original judgment. This case has no further financial impact on the Company. Other than as disclosed 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 Non-controlling Inte
Redeemable Non-controlling Interest | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
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 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. Net income attributable to the redeemable noncontrolling interest during the year ended December 31, 2015 was $747 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 | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 9 – STOCKHOLDERS’ DEFICIT Series A Preferred Stock We have authorized the issuance of a total of 1,000,000 shares of our Series A Preferred Stock. See Note 1 for rights and preferences. Amended and Restated 2006 Incentive and Nonstatutory Stock Option Plan 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. 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. 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, 2015, 3,307,159 options and 1,747,111 shares have been issued under the plan. As of December 31, 2015, 4,945,730 shares are still issuable under the Plan. Stock Options As of December 31, 2014, and 2015 there were no options that remained outstanding. Shares Issued for Services For the years ended December 31, 2015 and 2014, the Company issued no shares of stock for services provided. Warrants See Notes 5, 6, 9 and 10 for warrants issued with debt and equity financings. There were no warrant exercises for the years ending December 31, 2015 and 2014. A summary of the status of the warrants for the years ended December 31, 2015 and 2015 changes during the periods are presented as follows: Warrants Weighted Weighted Outstanding and exercisable at December 31, 2013 428,571 $ 0.55 2.04 Issued during the year 23,100,000 0.007 Exercised during the year - - Expired during the year - - Outstanding and exercisable at December 31, 2014 23,528,571 $ 0.01 1.4 Issued during the year - - Exercised during the year - - Expired during the year - - Outstanding and exercisable at December 31, 2015 23,528,571 $ 0.01 0.4 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 the Tarpon Initial Note, a convertible promissory note in the principal amount of $25,000. Under the terms of the Tarpon Initial Note, the Company was to pay Tarpon $25,000 on the date of maturity which was January 30, 2014. The Tarpon Initial Note was convertible into shares of the Company’s common stock (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 was due on June 30, 2014. The Tarpon Success Fee Note was convertible into shares of the Company’s common stock (See Note 5). The Tarpon Initial Note and the Tarpon Success Fee Note were both paid back to Tarpon as of December 31, 2014 (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. For the year ended December 31, 2014, the Company issued Tarpon 61,010,000 shares of Common Stock. Pursuant to the issuances in 2014, gross proceeds of $163,406 were generated from the sale of the Common Stock, of which approximately $122,500 was used to satisfy the Company’s liabilities. 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, 2014, 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 in the principal aggregate amount of $60,000 (the “Kodiak Note”) that bears no interest and had maturity date of July 17, 2015. As of December 31, 2015, the balance outstanding on the Kodiak Note was $40,000. Because the note was issued for no cash consideration, there was a full on-issuance discount, of which $55,714 and $4,286 was amortized as of December 31, 2015 and 2014, and $0 and $55,714 remains to be amortized, respectively. 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 10 – RELATED PARTY TRANSACTIONS 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 Chairman/Chief Executive Officer 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 onetime 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. There are no amounts currently due under this agreement. Asset Transfer Agreement with Ark Energy, 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, 2015 and 2014, the Company had not incurred any liabilities related to the agreement. 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, at the time, the 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 10, 2014 the line of credit was increased to $55,000. As of December 31, 2015 and 2014, the outstanding balance on the line of credit was approximately $45,230 with $45,230 remaining under the line. Subsequent to December 31, 2015, this line of credit was amended which allowed the Company to borrow an additional $14,000 (See Note 12). 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. 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, at the time, the 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 expired 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. As of December 31, 2015 and 2014, $200,000 remained outstanding on this loan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014. Year Ended December 31, 2015 2014 Current Tax Provision Federal $ - $ - State 2,543 2,400 Total $ 2,543 $ 2,400 Deferred tax provision (benefit) Federal (6,680,044 ) (6,686,745 ) State (890,083 ) (842,874 ) Valuation Allowance 7,570,127 7,529,619 Total Total Provision for income taxes $ 2,543 $ 2,400 Current taxes in 2015 and 2014 consist primarily of minimum state taxes. Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended December 31, 2015 and 2014 are as follows: Year Ended December 31, 2015 2014 US federal statutory income tax rate 30 % 30 % State tax - net of benefit 4 % 4 % 34 % 34 % Permanent differences (30) % (16 )% Reserves and accruals (22) % (7) % Changes in deferred tax assets 18 % (16 )% Other (2) % Increase in valuation allowance 2 % 6 % Effective tax rate 0 % 1 % The components of the Company’s deferred tax assets for federal and state income taxes as of December 31, 2015 and 2014 consisted of the following: 2015 2014 Deferred income tax assets Net operating loss carryforwards $ 7,374,211 $ 7,501,533 Reserves and accruals 195,916 28,086 Valuation allowance (7,570,127 ) (7,529,619 ) $ - $ - The Company’s deferred tax assets consist primarily of net operating loss (“NOL”) carry forwards of approximately $7,374,000 and $7,502,000 at December 31, 2015 and 2014, respectively. At December 31, 2015, the Company had NOL carry forwards for Federal and California income tax purposes totaling approximately $21.7 million and $21.7 million, respectively. At December 31, 2014, the Company had NOL carry forwards for Federal and California income tax purposes totaling approximately $22.2 million and $21 million, respectively. The Company’s valuation allowance increased by approximately $40,500 for the year ended December 31, 2015, and decreased by approximately $51,000 for the year ended December 31, 2014. Federal and California NOL’s have begun to expire and fully expire in 2035 and 2025, respectively. For federal tax purposes these carry forwards expire in twenty years beginning in 2026. 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 2010 through 2014 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 2012 through 2014 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 | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS Subsequent to year end, the Company has issued a total of 96,830,000 shares to JMJ under the terms of the JMJ Note for conversion of approximately $119,000 in principal. Subsequent to December 31, 2015, the line of credit with the Company's Chairman/CEO was amended, allowing Company to borrow an additional $14,000 under the terms of the line of credit (See Note 10). |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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 Chairman/Chief Executive Officer, the private placement of the CompanyÂ’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 2015. 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, 2015, the Company has negative working capital of approximately $2,260,000. Management has estimated that operating expenses for the next 12 months will be approximately $1,500,000, excluding engineering costs related to the development of bio-refinery projects. These matters raise substantial doubt about the CompanyÂ’s ability to continue as a going concern. Throughout 2016, the Company intends to fund its operations with any additional funding that can be secured in the form of equity or debt. As of March 30, 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 or at all. 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 CompanyÂ’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 (Note 3), 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. |
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. Significant estimates include, but are not limited to, DOE Grant reimbursements, valuation of warrants and derivative liabilities, and impairment of long-lived assets. |
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, 2015 and 2014, the Company has no reserve allowance. |
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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. The CompanyÂ’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. |
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. There was no impairment as of December 31, 2015 or 2014. |
Revenue Recognition | Revenue Recognition 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 provided for payment in connection with related development and construction costs involving commercialization of our technologies. Grant award reimbursements were 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 were recognized in the period during which the conditions under the grant had been met and the Company had made payment for the related asset or expense. The Company recognized DOE unbilled grant receivables for those costs that had been incurred during a period but not yet paid at period end, were otherwise reimbursable under the terms of the grant, and were 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 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 CompanyÂ’s future cellulose-to-ethanol production facilities. During the years ended December 31, 2015 and 2014, research and development costs included in project development were approximately $609,000 and $774,000, 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 or the associated debt instrument when the modification does not result in a debt extinguishment. |
Equity Instruments Issued with Registration Rights Agreement | Equity Instruments Issued with Registration Rights Agreement The Company accounts for these penalties as contingent liabilities, applying the accounting guidance of ASC 450 “Contingencies”. This accounting is consistent with views established in ASC 825 “Financial Instruments”. Accordingly, the Company recognizes damages when it becomes probable that they will be incurred and amounts are reasonably estimable. In connection with the Company signing the $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. |
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 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 CompanyÂ’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 December 31, 2015 and 2014. As of December 31, 2015 and 2014, the warrant liability and derivative liability are considered Level 2 items, see Notes 5, 6, and 9. As of December 31, 2015 and 2014, the CompanyÂ’s redeemable noncontrolling interest is considered a Level 3 item and changed during 2014 and 2015 due to the following: Balance as of January 1, 2015 $ 864,867 Net gain attributable to noncontrolling interest 747 Balance at December 31, 2015 $ 865,614 See Note 8 for details of valuation and changes during the years 2015 and 2014. 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 The CompanyÂ’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 CompanyÂ’s industry segment. The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate non-compliance with such laws and does not believe that regulations will have a material impact on the CompanyÂ’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, 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 $250,000 for cash. At times, the Company has cash deposits in excess of federally and institutional insured limits. As of December 31, 2015 and 2014, the Department of Energy made up 100% of Grant Revenues. Management believes the loss of this organization will have a material impact on the Company’s financial position, results of operations, and cash flows. The company is currently investigating alternative sources of funding. As of December 31, 2014, 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, 2015 and 2014 four and three vendors made up approximately 78% and 60% of accounts payable, respectively. |
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. For the years ended December 31, 2015 and 2014, the Company had no options and 23,528,571 warrants outstanding, respectively, for which 23,528,571 warrants had an exercise price which was in excess of the average closing price of the Company’s common stock during the corresponding years and thus 23,528,571 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. |
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 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 | 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 using the effective interest method, or a method that approximates such over the stated term of the line of credit, or other period as deemed appropriate. |
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. 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. |
New Accounting Pronouncements | New Accounting Pronouncements On February 25, 2016, the Financial Accounting Standards Board (FASB) issued authoritative guidance intended to improve financial reporting about leasing transactions. The new guidance requires entities to recognize assets and liabilities for leases with lease terms of more than 12 months. The new guidance also requires qualitative and quantitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. The new guidance is effective for the Company beginning January 1, 2019. The Company is evaluating the impact of the new standard on its consolidated financial statements. In November 2015, the FASB issued authoritative guidance related to balance sheet classification of deferred taxes. The new guidance requires entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as noncurrent in a classified balance sheet. It thus simplifies the current guidance, which requires entities to separately present DTAs and DTLs as current or noncurrent in a classified balance sheet. Netting of DTAs and DTLs by tax jurisdiction is still required under the new guidance. The new authoritative guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016. Early adoption is permitted. The guidance is not expected to have a material impact on the audited annual financial statements. In May 2014, FASB issued authoritative guidance that provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, FASB agreed to delay the effective date by one year and, accordingly, the new standard is effective for the Company beginning in the first quarter of fiscal 2018. Early adoption is permitted, but not before the original effective date of the standard. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet selected a transition method nor has it determined the impact of the new standard on its consolidated financial statements. In April 2015, the FASB issued authoritative guidance, which changes the presentation of debt issuance costs in financial statements. Under this authoritative guidance, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The new guidance is effective for the Company beginning January 1, 2016. Early adoption is permitted. The guidance is not expected to have a material impact on the consolidated financial statements. 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 Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Redeemable Noncontrolling Interest Considered Level Three | As of December 31, 2015 and 2014, the CompanyÂ’s redeemable noncontrolling interest is considered a Level 3 item and changed during 2014 and 2015 due to the following: Balance as of January 1, 2015 $ 864,867 Net gain attributable to noncontrolling interest 747 Balance at December 31, 2015 $ 865,614 |
Composition of Certain Balanc23
Composition of Certain Balance Sheets Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2015 December 31, 2014 Land $ 109,108 $ 109,108 Office equipment 63,367 63,367 Furniture and fixtures 44,806 44,806 Property and equipment - Gross 217,281 217,281 Accumulated depreciation (107,897 ) (107,003 ) Property and equipment - Net of depreciation $ 109,384 $ 110,278 |
Schedule of Accrued Liabilities | Accrued liabilities December 31, 2015 December 31, 2014 Payroll and related benefits $ 614,795 $ 118,214 Accrued interest 46,033 13,256 Accrued interest – related party 45,268 39,840 Other 24,663 16,625 Total $ 730,759 $ 187,935 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Short-term Debt [Line Items] | |
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | December 31, 2015 December 31, 2014 Annual dividend yield 0% 0% Expected life (years) 0.08 - 0.16 0.04 – 0.18 Risk-free interest rate 0.14 – 0.29% 0.03 - 0.11% Expected volatility 216% 197 - 235% |
JMJ Convertible Note [Member] | |
Short-term Debt [Line Items] | |
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | Year ended April 2, 2015 Annual dividend yield - - Expected life (years) 1.25 - 1.75 2.00 Risk-free interest rate 0.61 - 1.06 % 0.55 % Expected volatility 282 - 304 % 301 % |
AKR Promissory Note [Member] | |
Short-term Debt [Line Items] | |
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | April 8, 2014 Annual dividend yield - Expected life (years) of 1.41 - 2.00 Risk-free interest rate 0.40% Expected volatility 183% - 206% |
Tarpon Bay Convertible Notes [Member] | |
Short-term Debt [Line Items] | |
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | Year ended December 31, 2014 Annual dividend yield 0% Expected life (years) 0.001 - 0.25 Risk-free interest rate 0.01 - 0.05% Expected volatility 229 - 242% |
Outstanding Warrant Liability (
Outstanding Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Black-Scholes Option Pricing Model Assumptions to Estimate Fair Value of Warrants | See below for variables used in assessing the fair value. December 31, 2015 December 31, 2014 Annual dividend yield - - Expected life (years) 0.05 1.05 Risk-free interest rate 0.14 % 0.25 % Expected volatility 216 % 357 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Annual Minimum Lease Payments Under Above Lease Agreements | Future annual minimum lease payments under the above lease agreements, at December 31, 2015 are as follows: Years ending December 31, 2016 $ 125,976 2017 125,976 2018 125,976 2019 125,976 2020 125,976 Thereafter 2,526,040 Total $ 3,155,920 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | A summary of the status of the warrants for the years ended December 31, 2015 and 2015 changes during the periods are presented as follows: Warrants Weighted Weighted Outstanding and exercisable at December 31, 2013 428,571 $ 0.55 2.04 Issued during the year 23,100,000 0.007 Exercised during the year - - Expired during the year - - Outstanding and exercisable at December 31, 2014 23,528,571 $ 0.01 1.4 Issued during the year - - Exercised during the year - - Expired during the year - - Outstanding and exercisable at December 31, 2015 23,528,571 $ 0.01 0.4 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014. Year Ended December 31, 2015 2014 Current Tax Provision Federal $ - $ - State 2,543 2,400 Total $ 2,543 $ 2,400 Deferred tax provision (benefit) Federal (6,680,044 ) (6,686,745 ) State (890,083 ) (842,874 ) Valuation Allowance 7,570,127 7,529,619 Total Total Provision for income taxes $ 2,543 $ 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, 2015 and 2014 are as follows: Year Ended December 31, 2015 2014 US federal statutory income tax rate 30 % 30 % State tax - net of benefit 4 % 4 % 34 % 34 % Permanent differences (30) % (16 )% Reserves and accruals (22) % (7) % Changes in deferred tax assets 18 % (16 )% Other (2) % Increase in valuation allowance 2 % 6 % Effective tax rate 0 % 1 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the CompanyÂ’s deferred tax assets for federal and state income taxes as of December 31, 2015 and 2014 consisted of the following: 2015 2014 Deferred income tax assets Net operating loss carryforwards $ 7,374,211 $ 7,501,533 Reserves and accruals 195,916 28,086 Valuation allowance (7,570,127 ) (7,529,619 ) $ - $ - |
Organization and Business (Deta
Organization and Business (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Preferred stock, no par value | |||
Series A Preferred Stock [Member] | |||
Preferred stock, no par value | |||
Preferred stock, voting rights | For purposes of illustration only, if the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036). |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Narrative) | Mar. 28, 2012USD ($) | Dec. 31, 2007USD ($) | Dec. 31, 2015USD ($)Vendorsshares | Dec. 31, 2014USD ($)Vendorsshares | Dec. 23, 2010 |
SignificantAccountingPoliciesLineItems [Line Items] | |||||
Proceeds from issuance of convertible debt | $ 14,500,000 | $ 155,000 | $ 35,000 | ||
Working capital deficit | 2,260,000 | ||||
Estimated operating expenses | $ 1,858,687 | $ 1,683,780 | |||
Ownership interest | 1.00% | 1.00% | |||
Reserve allowance | |||||
Property and equipment depreciation method | The CompanyÂ’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. | ||||
Impairment of Long-Lived Assets | |||||
Research and development costs | $ 609,000 | $ 774,000 | |||
Percentage on income tax benefit | 50.00% | ||||
FDIC amount | $ 250,000 | ||||
Institutional Funds Account insured through Securities Investor Protection Corporation ("SIPC") insured amount per customer | 500,000 | ||||
Institutional Funds Account insured through Securities Investor Protection Corporation ("SIPC") insured amount cash | $ 250,000 | ||||
Percentage of billed and unbilled Grant Revenues and Department of Energy grant receivables | 100.00% | 100.00% | |||
Percentage of Company's consulting fees revenue | 100.00% | ||||
Number of vendor | Vendors | 3 | 4 | |||
Percentage of accounts payable to three vendors | 78.00% | 60.00% | |||
Warrants | shares | 23,528,571 | 23,528,571 | |||
TcaMember [Member] | |||||
SignificantAccountingPoliciesLineItems [Line Items] | |||||
Purchase agreement amount | $ 2,000,000 | ||||
Minimum [Member] | |||||
SignificantAccountingPoliciesLineItems [Line Items] | |||||
Property and equipment, fixed assets are depreciated using the straight-line method period | 3 years | ||||
Maximum [Member] | |||||
SignificantAccountingPoliciesLineItems [Line Items] | |||||
Property and equipment, fixed assets are depreciated using the straight-line method period | 5 years | ||||
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 | $ 1,500,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Redeemable Noncontrolling Interest Considered Level Three (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Balance at the beginning | $ 864,867 | |
Net loss attributable to non-controlling interest | 747 | $ 8,823 |
Balance at the end | $ 865,614 | $ 864,867 |
Development Contract (Details N
Development Contract (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2009 | Oct. 31, 2007 | Feb. 28, 2007 | Dec. 31, 2015 | Dec. 31, 2014 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenue from grants | $ 911,458 | $ 1,331,458 | |||
Reimbursements received amount | $ 14,164,964 | ||||
Company Cost Share [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Department of energy awards description | 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. | ||||
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 | |||
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] | Phase I [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenue from grants | 7,000,000 | ||||
U.S. Department Of Energy [Member] | 40% Award [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenue from grants | $ 40,000,000 | ||||
U.S. Department Of Energy [Member] | Previously Announced [Member] | Phase I [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Revenue from grants | $ 10,000,000 | ||||
U.S. Department Of Energy [Member] | Company Cost Share [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Approved 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 |
Composition of Certain Balanc33
Composition of Certain Balance Sheets Accounts (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 894 | $ 962 |
Investment in construction activities | $ 0 | $ 0 |
Composition of Certain Balanc34
Composition of Certain Balance Sheets Accountst - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 109,108 | $ 109,108 |
Office equipment | 63,367 | 63,367 |
Furniture and fixtures | 44,806 | 44,806 |
Property and equipment - Gross | 217,281 | 217,281 |
Accumulated depreciation | (107,897) | (107,003) |
Property and equipment - Net of depreciation | $ 109,384 | $ 110,278 |
Composition of Certain Balanc35
Composition of Certain Balance Sheets Accounts - Schedule of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Payroll and related benefits | $ 614,795 | $ 118,214 |
Accrued interest | 46,033 | 13,256 |
Accrued interest – related party | 45,268 | 39,840 |
Other | 24,663 | 16,625 |
Total | $ 730,759 | $ 187,935 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | May. 12, 2015 | Apr. 02, 2015 | Dec. 17, 2014 | Nov. 08, 2014 | Aug. 08, 2014 | Apr. 24, 2014 | Apr. 08, 2014 | Dec. 23, 2013 | Dec. 19, 2013 | Dec. 09, 2013 | Nov. 04, 2013 | Jun. 13, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Short-term Debt [Line Items] | ||||||||||||||
Percentage of debt interest rate | 8.00% | |||||||||||||
Percentage of convertible debt | 58.00% | |||||||||||||
Percentage of debt discount | 42.00% | |||||||||||||
Amortized discount on notes | $ 32,886 | $ 0 | ||||||||||||
Loss on derivative liabilities | (312,212) | |||||||||||||
AKR Warrants [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Amortization interest expense | 11,335 | $ 30,988 | ||||||||||||
Discount on notes payable | $ 42,323 | |||||||||||||
Asher Note One [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Principal amount on notes payable | $ 32,000 | |||||||||||||
Notes payable maturity date | Mar. 17, 2014 | |||||||||||||
Fair value of derivative liability | $ 28,000 | |||||||||||||
Asher Note One [Member] | Common Stock [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Note converted into stock | 22,207,699 | |||||||||||||
Asher Note Two [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Principal amount on notes payable | $ 37,500 | |||||||||||||
Notes payable maturity date | Dec. 23, 2014 | |||||||||||||
Fair value of derivative liability | $ 35,290 | |||||||||||||
Asher Note Two [Member] | Common Stock [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Note converted into stock | 24,537,990 | |||||||||||||
Vis Vires Group, Inc. [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Principal amount on notes payable | $ 59,000 | |||||||||||||
Notes payable maturity date | Feb. 14, 2016 | |||||||||||||
Fair value of derivative liability | $ 53,195 | |||||||||||||
Amortized discount on notes | $ 4,000 | |||||||||||||
Vis Vires Group, Inc. [Member] | Common Stock [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Note converted into stock | 26,072,727 | |||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Loss on derivative liabilities | $ 12,911 | $ 112,785 | ||||||||||||
JMJ Convertible Note [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Percentage of convertible debt | 60.00% | |||||||||||||
Percentage of debt discount | 10.00% | |||||||||||||
Principal amount on notes payable | $ 100,000 | |||||||||||||
Notes payable maturity date | Apr. 1, 2017 | |||||||||||||
Fair value of derivative liability | $ 412,212 | |||||||||||||
Note converted into stock | 35,200,000 | |||||||||||||
Amortized discount on notes | $ 10,000 | |||||||||||||
Loss on derivative liabilities | $ 312,212 | |||||||||||||
Amortization of note-issuance discount | 77,114 | |||||||||||||
Convertible note | $ 250,000 | 57,030 | ||||||||||||
Remaining value of notes, net of discount | 32,886 | |||||||||||||
Notes payable conversion description | The Company has the option to prepay the JMJ Note prior to maturity. The JMJ Note is convertible into shares of the Company's common stock as calculated by multiplying 60% of the lowest trade price in the 25 trading days prior to the conversion date. | |||||||||||||
Percentage of one time charge on interest and principal balance if not paid on time | 12.00% | |||||||||||||
AKR Promissory Note [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Percentage of debt interest rate | 5.00% | 5.00% | ||||||||||||
Principal amount on notes payable | $ 30,000 | $ 350,000 | ||||||||||||
Notes payable maturity date | Jul. 24, 2014 | Apr. 8, 2015 | ||||||||||||
Amortized discount on notes | 2,500 | |||||||||||||
Remaining value of notes, net of discount | 0 | |||||||||||||
Amortization of financing costs | $ 1,031 | |||||||||||||
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 | $ 0.007 | |||||||||||||
AKR Promissory Note [Member] | AKR Warrant B [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Warrants maturity date | Apr. 8, 2016 | |||||||||||||
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 | $ 0.007 | |||||||||||||
Warrants maturity date | Apr. 8, 2016 | |||||||||||||
AKR Warrants [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Amortized discount on notes | 0 | |||||||||||||
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 instruments maturity date | Jan. 30, 2014 | Jan. 30, 2014 | ||||||||||||
Additional Tarpon Note [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Principal amount on notes payable | $ 50,000 | |||||||||||||
Note converted into stock | 45,647,727 | |||||||||||||
Convertible note | $ 25,000 | |||||||||||||
Percentage of discount on notes | 50.00% | |||||||||||||
Amortization of financing costs | $ 0 | 51,960 | ||||||||||||
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. | |||||||||||||
Debt instruments maturity date | Jun. 30, 2014 | |||||||||||||
Derivative liabilities | 46,000 | |||||||||||||
Tarpon Bay Convertible Notes [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Percentage of discount on notes | 50.00% | |||||||||||||
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 | |||||||||||||
Tarpon Initial Note and Tarpon Success Fee Note [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Note converted into stock | 45,647,727 | |||||||||||||
Convertible note | $ 25,000 | |||||||||||||
Kodiak Promissory Note [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Principal amount on notes payable | $ 60,000 | $ 40,000 | ||||||||||||
Notes payable maturity date | Jul. 17, 2015 | |||||||||||||
Remaining value of notes, net of discount | 0 | |||||||||||||
Debt instruments maturity date | Jul. 17, 2015 | |||||||||||||
Discount on notes payable | $ 60,000 | |||||||||||||
Commitment to purchase put shares | $ 1,500,000 |
Notes Payable - Schedule of Fai
Notes Payable - Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model (Details) | Apr. 02, 2015 | Apr. 08, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible Notes Payable [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | 0.00% | ||
Expected volatility | 216.00% | |||
Convertible Notes Payable [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 29 days | 15 days | ||
Risk-free interest rate | 0.14% | 0.03% | ||
Expected volatility | 197.00% | |||
Convertible Notes Payable [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 1 month 28 days | 2 months 5 days | ||
Risk-free interest rate | 0.29% | 0.11% | ||
Expected volatility | 235.00% | |||
JMJ Convertible Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | ||||
Expected life (year) | 2 years | |||
Risk-free interest rate | 0.55% | |||
Expected volatility | 301.00% | |||
JMJ Convertible Note [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | |||
Expected life (year) | 1 year 3 months | |||
Risk-free interest rate | 0.61% | |||
Expected volatility | 28.20% | |||
JMJ Convertible Note [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | |||
Expected life (year) | 1 year 9 months | |||
Risk-free interest rate | 1.06% | |||
Expected volatility | 30.40% | |||
AKR Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | ||||
Risk-free interest rate | 0.40% | |||
AKR Promissory Note [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 1 year 4 months 28 days | |||
Expected volatility | 183.00% | |||
AKR Promissory Note [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 2 years | |||
Expected volatility | 206.00% | |||
Tarpon Bay Convertible Notes [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | |||
Tarpon Bay Convertible Notes [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 0 days | |||
Risk-free interest rate | 0.01% | |||
Expected volatility | 229.00% | |||
Tarpon Bay Convertible Notes [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 3 months | |||
Risk-free interest rate | 0.05% | |||
Expected volatility | 242.00% |
Outstanding Warrant Liability38
Outstanding Warrant Liability (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | |
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 | $ 16,368 | $ (16,509) |
Outstanding Warrant Liability -
Outstanding Warrant Liability - Schedule of Black-Scholes Option Pricing Model Assumptions to Estimate Fair Value of Warrants (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Annual dividend yield | ||
Expected life (years) | 18 days | 1 year 18 days |
Risk-free interest rate | 0.14% | 0.25% |
Expected volatility | 216.00% | 357.00% |
Commitments and Contingencies40
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 19, 2013 | Jul. 20, 2010 | Jul. 27, 2006 | Mar. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Employment agreement period | 3 years | ||||||
Amount due under employment agreements | $ 586,000 | ||||||
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 | $ 123,000 | $ 123,000 | |||||
Accrued lease payments | $ 174,964 | $ 30,876 | |||||
Issued warrants related to contract and declaratory relief | 5,740,741 | ||||||
Warrants decreased price per share | $ .00 | ||||||
Independent Board Member 1 [Member] | |||||||
Accrued compensation | $ 5,000 | ||||||
Independent Board Member 2 [Member] | |||||||
Accrued compensation | 5,000 | ||||||
CEO and Vice-President [Member] | Board of Director Agreements [Member] | |||||||
Cash compensation | $ 5,000 | ||||||
Board of Director [Member] | |||||||
Share based compensation number of shares un-issued to related parties | 6,000 |
Commitments and Contingencies -
Commitments and Contingencies - Future Annual Minimum Lease Payments Under Above Lease Agreements (Details) | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 125,976 |
2,017 | 125,976 |
2,018 | 125,976 |
2,019 | 125,976 |
2,020 | 125,976 |
Thereafter | 2,526,040 |
Total | $ 3,155,920 |
Redeemable Non-controlling In42
Redeemable Non-controlling Interest (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 23, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | |
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 | $ 865,614 | $ 864,867 | $ 862,500 |
Net income attributable to non-controlling interest | $ 747 | $ 8,823 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Dec. 17, 2014 | Dec. 18, 2013 | Dec. 09, 2013 | Nov. 04, 2013 | Dec. 14, 2006 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 23, 2013 | Nov. 21, 2013 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||
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% | ||||||||
Maximum of companies common stock | 9.99% | ||||||||
Accounts payable | $ 583,710 | ||||||||
Proceeds from issuance of common stock | $ 147,000 | ||||||||
Amortized discount on notes | 32,886 | $ 0 | |||||||
Amortization of debt dicount | 201,682 | 142,445 | |||||||
Purchase Agreement With Kodiak [Member] | |||||||||
Agreement term | 24 months | ||||||||
Maximum purchase under purchase agreement | $ 1,500,000 | ||||||||
Tarpon Initial Note [Member] | |||||||||
Convertible note issued | $ 25,000 | $ 25,000 | |||||||
Debt instruments maturity date | Jan. 30, 2014 | Jan. 30, 2014 | |||||||
Gross proceeds from entire Tarpon Bay 3a10 | $ 29,802 | ||||||||
Number of stock issued for entire Tarpon Bay 3a10 | 6,619,835 | ||||||||
Placement agents fees | $ 7,450 | ||||||||
Amount provided to outstanding settlement | 22,352 | ||||||||
Proceeds from issuance of common stock | $ 122,500 | ||||||||
Tarpon Success Fee Note [Member] | |||||||||
Convertible note issued | $ 50,000 | ||||||||
Tarpon Bay 3a10 [Member] | |||||||||
Gross proceeds from entire Tarpon Bay 3a10 | $ 163,406 | ||||||||
Number of stock issued for entire Tarpon Bay 3a10 | 61,010,000 | ||||||||
Kodiak Promissory Note [Member] | |||||||||
Convertible note issued | $ 60,000 | 40,000 | |||||||
Debt instruments maturity date | Jul. 17, 2015 | ||||||||
Promissory note principal amount | $ 60,000 | ||||||||
Kodiak Note [Member] | |||||||||
Agreement term | 34 days | ||||||||
Debt outstanding | 40,000 | ||||||||
Amortized discount on notes | 55,714 | $ 0 | |||||||
Amortization of debt dicount | $ 4,286 | $ 55,714 | |||||||
2006 And Nonstatutory Stock Option Plan [Member] | |||||||||
Options issued | 3,307,159 | ||||||||
Issuance of shares under equity facility agreement | 1,747,111 | ||||||||
Number of shares available to issue | 4,945,730 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 1,000,000 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrants Outstanding (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants, Outstanding and exercisable, Beginning Balance | 23,528,571 | 428,571 |
Warrants, Issued during the year | 23,100,000 | |
Warrants, Exercised during the year | ||
Warrants, Expired during the year | ||
Warrants, Outstanding and exercisable, Ending Balance | 23,528,571 | 23,528,571 |
Weighted Average Exercise Price, Outstanding and exercisable, Beginning Balance | $ 0.01 | $ 0.55 |
Weighted Average Exercise Price, Issued during the year | $ 0.007 | |
Weighted Average Exercise Price, Exercised during the year | ||
Weighted Average Exercise Price, Expired during the year | ||
Weighted Average Exercise Price, Outstanding and exercisable, Ending Balance | $ 0.01 | $ 0.01 |
Weighted Average Remaining Contractual Term (Years), Outstanding and exercisable, Beginning | 1 year 7 months 6 days | 2 years 15 days |
Weighted Average Remaining Contractual Term (Years), Outstanding and exercisable, Ending | 4 months 24 days | 1 year 7 months 6 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Apr. 10, 2014USD ($) | Dec. 15, 2010USD ($)$ / sharesshares | Mar. 01, 2006USD ($) | Mar. 01, 2006USD ($)gal | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 10, 2011USD ($) | Dec. 23, 2010 |
Acquisiton ownership percentage | 1.00% | 1.00% | ||||||
Line of credit, amount outstanding | $ 45,230 | $ 45,230 | ||||||
Line of credit, additional borrowing | 14,000 | |||||||
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 | $ / shares | $ 0.50 | |||||||
Loan agreement, warrants issued | shares | 500,000 | |||||||
Warrants exercise price | $ / shares | $ 0.50 | |||||||
Warrant expiration date | Dec. 15, 2013 | |||||||
Loan amount received from a third party | $ 1,000,000 | |||||||
Outstanding loan | $ 200,000 | $ 200,000 | ||||||
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 | |||||||
Arkenol [Member] | ||||||||
Related party license fee | $ 1,000,000 | |||||||
Technology license agreement royalty payment percentage | 4.00% | |||||||
Technology license agreement one time license fee | $ 40 | |||||||
Number of gallons | gal | 1,000 | |||||||
ARK Energy Inc [Member] | ||||||||
Acquisiton ownership percentage | 50.00% | 50.00% | ||||||
Asset transfer and acquisition agreement maximum performance bonus | $ 16,000,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating loss carryforwards | $ 7,374,211 | $ 7,501,533 |
Chagne in deferred tax asset valuation allowance | 40,500 | 51,000 |
Federal [Member] | ||
Operating loss carryforwards | $ 21,700,000 | 22,200,000 |
Operating loss carryforwards expiration year | 2,035 | |
California [Member] | ||
Operating loss carryforwards | $ 21,700,000 | $ 21,000,000 |
Operating loss carryforwards expiration year | 2,025 |
Income Taxes - Schedule of Curr
Income Taxes - Schedule of Current and Deferred Tax Provision for Federal and State Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Current Tax Provision, Federal | ||
Current Tax Provision, State | $ 2,543 | $ 2,400 |
Total | 2,543 | 2,400 |
Deferred tax provision (benefit), Federal | (6,680,044) | (6,686,745) |
Deferred tax provision (benefit), State | (890,083) | (842,874) |
Deferred tax provision (benefit), Valuation Allowance | 7,570,127 | 7,529,619 |
Total Provision for income taxes | $ 2,543 | $ 2,291 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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 | (30.00%) | (16.00%) |
Reserves and accruals | (22.00%) | (7.00%) |
Changes in deferred tax assets | 18.00% | (16.00%) |
Other | (2.00%) | |
Increase in valuation allowance | 2.00% | 6.00% |
Effective tax rate | 0.00% | 1.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 7,374,211 | $ 7,501,533 |
Reserves and accruals | 195,916 | 28,086 |
Valuation allowance | $ (7,570,127) | $ (7,529,619) |
Total |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Line of credit, additional borrowing | $ 14,000 |
Subsequent Event [Member] | Chief Executive Officer [Member] | |
Line of credit, additional borrowing | $ 14,000 |
Subsequent Event [Member] | JMJ Convertible Note [Member] | |
Note converted into shares | shares | 96,830,000 |
Debt conversion | $ 62,000 |