Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 20, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Bluefire Renewables, Inc. | |
Entity Central Index Key | 1,370,489 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 499,680,109 | |
Trading Symbol | BFRE | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 426 | $ 161,991 |
Prepaid expenses | 12,644 | 977 |
Total current assets | 13,070 | 162,968 |
Total assets | 13,070 | 162,968 |
Current liabilities: | ||
Accounts payable | 1,226,810 | 1,162,788 |
Accrued liabilities | 1,940,471 | 1,549,200 |
Notes payable | 420,000 | 420,000 |
Line of credit, related party | 253,074 | 240,924 |
Note payable to a related party | 200,000 | 200,000 |
Convertible notes payable, net of discount of $0 and $3,889, respectively | 21,111 | |
Derivative liability | 27,104 | |
Total current liabilities | 4,040,355 | 3,621,127 |
Total liabilities | 4,040,355 | 3,621,127 |
Commitments and contingencies (Note 4) | ||
Redeemable noncontrolling interest | 859,377 | 860,980 |
Stockholders’ deficit: | ||
Preferred stock, no par value, 1,000,000 shares authorized; 51 and 51 shares issued outstanding, as of September 30, 2017 and December 31, 2016, respectively | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 462,680,109 and 408,235,664 shares issued; and 462,647,938 and 408,203,492 outstanding, as of September 30, 2017 and December 31, 2016, respectively | 462,681 | 408,236 |
Additional paid-in capital | 17,072,974 | 17,068,865 |
Treasury stock at cost, 32,172 shares at September 30, 2017 and December 31, 2016 | (101,581) | (101,581) |
Accumulated deficit | (22,320,736) | (21,694,659) |
Total stockholders’ deficit | (4,886,662) | (4,319,139) |
Total liabilities and stockholders’ deficit | $ 13,070 | $ 162,968 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable current, discount | $ 0 | $ 3,889 |
Preferred stock, no par value | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 51 | 51 |
Preferred stock, shares outstanding | 51 | 51 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 462,680,109 | 408,235,664 |
Common stock, shares outstanding | 462,647,938 | 408,203,492 |
Treasury stock, shares | 32,172 | 32,172 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Department of Energy grant revenue | ||||
Total revenues | ||||
Cost of revenue | ||||
Consulting revenue | ||||
Gross margin | ||||
Operating expenses: | ||||
Project development | 14,668 | 67,622 | 87,449 | 238,049 |
General and administrative | 158,784 | 206,627 | 483,756 | 715,253 |
Total operating expenses | 173,452 | 274,249 | 571,205 | 953,302 |
Operating loss | (173,452) | (274,249) | (571,205) | (953,302) |
Other income and (expense): | ||||
Amortization of debt discount | (4,167) | (3,889) | (37,033) | |
Interest expense | (5,053) | (11,574) | (27,209) | (52,314) |
Related party interest expense | (7,651) | (5,334) | (22,127) | (10,117) |
Gain on settlement of accounts payable and accrued liabilities | 6,450 | 16,785 | ||
Change in fair value of warrant liability | 199 | |||
Settlement expense | (25,000) | (25,000) | ||
Loss on excess of derivative over face value | (36,317) | (36,317) | ||
Change in fair value of derivative liability | 2,133 | (77,642) | (3,250) | 73,933 |
Total other income and (expense) | (10,571) | (153,584) | (56,475) | (69,864) |
Loss before income taxes | (184,023) | (427,833) | (627,680) | (1,023,166) |
Provision for income taxes | 153 | |||
Net loss | (184,023) | (427,833) | (627,680) | (1,023,319) |
Loss attributable to non-controlling interest | (147) | (1,044) | (1,603) | (3,591) |
Net loss attributable to controlling interest | $ (183,876) | $ (426,789) | $ (626,077) | $ (1,019,728) |
Basic and diluted loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding, basic and diluted | 443,194,227 | 408,139,405 | 421,921,630 | 391,390,961 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (627,680) | $ (1,023,319) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in the fair value of warrant liability | (199) | |
Change in fair value of derivative liability | 3,250 | (73,933) |
Loss on excess fair value of derivative liability | 36,317 | |
Gain on settlement of accounts payable and accrued liabilities | (16,785) | |
Share-based compensation | 3,200 | 144 |
Amortization | 3,889 | 37,033 |
Depreciation | 276 | |
Excess fair value of common stock issued for accrued interest | 7,200 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (11,667) | 8,314 |
Accounts payable | 64,022 | 156,783 |
Accrued liabilities | 391,271 | 674,029 |
Net cash used in operating activities | (173,715) | (194,140) |
Cash flows from financing activities: | ||
Proceeds from related party line of credit/notes payable | 12,150 | 168,556 |
Net cash provided by financing activities | 12,150 | 168,556 |
Net decrease in cash and cash equivalents | (161,565) | (25,584) |
Cash and cash equivalents beginning of period | 161,991 | 26,922 |
Cash and cash equivalents end of period | 426 | 1,338 |
Supplemental disclosures of cash flow information | ||
Interest | ||
Income taxes | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of convertible notes payable into common stock | 25,000 | 52,950 |
Interest converted to common stock | 12,547 | |
Derivative liability reclassed to additional paid-in capital | 30,354 | 139,303 |
Gain on settlement of shares | $ 10,335 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2017 | |
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. Due to the Company’s struggles in securing sufficient financing necessary to enact its business plan, the Board is currently evaluating strategic alternatives which include, among other things, merging or selling the Company, in order to obtain additional capital sufficient to continue operating and meet both our operating and financial obligations. This evaluation is still under way and there can be no assurance that we will be successful in any of these efforts or that we will have sufficient funds to cover our operational and financial obligations over the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern The Company has incurred losses since Inception. Management has funded operations primarily through proceeds received in connection with the reverse merger, loans from its 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 September 30, 2017, the Company has negative working capital of approximately $4,027,285. Management has estimated that operating expenses for the next 12 months will be approximately $625,000 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. The Company intends to fund its operations with any additional funding that can be secured in the form of equity or debt. As of November 20, 2017, 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. As of December 31, 2010, the Company completed the detailed engineering on our proposed Fulton Project, procured all necessary permits for construction of the plant, and began site clearing and preparation work, signaling the beginning of construction. All site preparation activities have been completed, including clearing and grating of the site, building access roads, completing railroad tie-ins to connect the site to the rail system, and finalizing the layout plan to prepare for the site foundation. In addition, the County of Itawamba sent notice that it would terminate the lease for the Fulton Project on May 10, 2017 if full payment was not made. The Company was unable to make payment but received a letter stating that access to the site would be on a first-come, first-served basis. See Note 4. We estimate the total construction cost of the bio-refinery to be in the range of approximately $300 million for the Fulton Project. These cost approximations do not reflect any increase/decrease in raw materials or any fluctuation in construction cost, since originally bid, that would be realized by the dynamic world metals markets or inflation of general costs of construction. The Company is looking for potential sources of financing for this facility but no definitive agreements are in place. The Company cannot continue significant development or furtherance of the Fulton project or any other opportunity until financing for the Company and the construction of the Fulton project is obtained. Risks and Uncertainties The Company has a limited operating history and has not generated revenues from our planned principal operations. The Company’s business and operations are very sensitive to general business and economic conditions in the U.S. and worldwide. Specifically, these conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general price of crude oil and gasoline. The risks related to the Company’s plans to sell engineering services are that the Company currently has no sales and limited marketing capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if we decide to market any of our services. Developing a marketing and sales force is also time consuming and could delay launch of our future bio-ethanol plants. In addition, the Company will compete with other engineering companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s business and industry is also subject to new innovations in technology. Significant technical changes can have an adverse effect on product lives. Design and development of new products and services are important elements to achieve profitability in the Company’s industry segment. As a result, the Company’s products may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance our current products on a timely and cost-effective basis. The Company’s products must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, the Company may not be able to adapt new or enhanced products to emerging industry standards, and the Company’s new products may not be favorably received. Nor may we have the capital resources to further the development of existing and/or new ones. Due to the continuing capital constraints at the Company, John Cuzens, our Chief Technology Officer and Senior VP, has begun employment as an engineer in an industry that we feel does not compete with the Company. His technical and engineering expertise, including his familiarity with the Arkenol Technology, is important to BlueFire and our failure to retain Mr. Cuzens on a full-time basis, or to attract and retain additional qualified personnel, could adversely affect our planned operations. We do not currently carry key-man life insurance on any of our officers. The long time horizon of project development and financing for the Company’s intended biorefinery projects may make it difficult to keep key project contracts active and in force with the Company’s limited resources. There is no guarantee the Company can keep them active or find suitable replacements if they do expire or are canceled. Due to the continuing capital constraints of the Company, as of September 30, 2017 the Company has only Arnold Klann, our chief executive officer and director, as a full time employee. We presently are entirely dependent upon his experience, abilities and continued services . could have a material adverse effect on our business, financial condition or . Lastly, the Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate material expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company’s financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. Basis of Presentation The accompanying unaudited consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2016. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the full year. Principles of Consolidation The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned subsidiary, BlueFire Ethanol, Inc. BlueFire Ethanol Lancaster, LLC, BlueFire Fulton Renewable Energy LLC (excluding 1% interest sold) and SucreSource LLC are wholly-owned subsidiaries of BlueFire Ethanol, Inc. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. Project Development Project development costs are either expensed or capitalized. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the research and development expenses related to the Company’s future cellulose-to-ethanol production facilities with almost 100% of the allocation being employee salaries. During the three and nine months ended September 30, 2017 and 2016, development costs included in Project Development were approximately $14,668, $67,622, $87,449 and $238,049, respectively. Fair Value of Financial Instruments The Company follows the guidance of ASC 820 – “Fair Value Measurement and Disclosure”. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company did not have any Level 1 financial instruments at September 30, 2017 or December 31, 2016. As of September 30, 2017 and December 31, 2016, the Company’s derivative liabilities are considered a Level 2 item (see Note 3). As of September 30, 2017 and December 31, 2016 the Company’s redeemable non-controlling interest is considered a Level 3 item and changed during the nine months ended September 30, 2017 as follows. Balance at December 31, 2016 $ 860,980 Net loss attributable to non-controlling interest (1,603 ) Balance at September 30, 2017 $ 859,377 See Note 6 for details of valuation and changes during the years 2017 and 2016. 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. Concentrations of Credit Risk As of September 30, 2017 and December 31, 2016, four vendors made up approximately 87% and 82% of accounts payable, respectively. Except for the Company’s legal counsel, the loss of the other vendors would not have a significant impact on the Company’s operations. Loss per Common Share The Company presents basic income (loss) per share (“EPS”) and diluted EPS on the face of the consolidated statement of operations. Basic income (loss) per share is computed as net income (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. The Company has had convertible notes outstanding that are dilutive and convertible into the Company’s common stock. However, due to the net loss in each respective period, these were excluded from diluted EPS as their effects would be anti-dilutive. New Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issues Accounting Standard Updates (“ASU”) to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for a public entity. Early adoption of the amendments in this standard is permitted for all entities and the Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the effect this guidance will have on its financial statements and related disclosures. 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. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 3 – NOTES PAYABLE From time-to-time, the Company enters into convertible notes with third parties as indicated below. For the below convertible notes, 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. 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. 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 was 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 had the option to prepay the JMJ Note prior to maturity. The JMJ Note was 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 and at each conversion, and reporting date. 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. During the nine months ended September 30, 2016, amortization of the discount was $32,866 with $0 remaining. Final Conversion April 5, 2016 (Excluding Inception) April 2, 2015 Annual dividend yield - - Expected life (years) 0.99 2.00 Risk-free interest rate 0.56 % 0.55 % Expected volatility 188 % 301.07 % During the nine months ended September 30, 2016, the Company issued 105,741,400 shares of common stock for the conversion of approximately $65,500, including approximately $52,950 of principal and $12,550 of accrued interest. As of April 5, 2016, the JMJ Note was fully converted into shares of Company stock and as such repaid in full. AKR Promissory Note On April 8, 2014, the Company issued a promissory note in favor of AKR Inc, (“AKR”) in the principal aggregate amount of $350,000 (the “AKR Note”). The AKR Note was due on April 8, 2015; however, the Company has received multiple extensions to the due date moving it to December 31, 2017. 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”). All AKR Warrants were expired as of April 8, 2016. The Company had the ability to prepay the debt, prior to maturity, as extended, with no prepayment penalty. The Company valued the AKR Warrants as of the date of the note and recorded a discount of $42,323 based on the relative fair value of the AKR Warrants compared to the debt. The discount was fully amortized as of the original maturity date of April 8, 2015. 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) 1.41 - 2.00 Risk-free interest rate 0.40 % Expected volatility 183% - 206 % On April 24, 2014, the Company issued an additional promissory note in favor of AKR in the principal aggregate amount of $30,000 (“2nd AKR Note”). The 2nd AKR Note was due on July 24, 2014; however, the Company has received multiple extensions to the due date moving it to December 31, 2017. Pursuant to the terms of the 2ndAKR Note, the Company is to repay any principal balance and interest, at 5% per annum at maturity. The Company may prepay the debt prior to maturity with no prepayment penalty. Tarpon Bay Convertible Note Pursuant to a contemplated 3(a)10 transaction, which would be used to reduce aged liabilities of the Company, with Tarpon Bay Partners LLC (“Tarpon”), on August 31, 2016, 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 February 28, 2017. This note was convertible by Tarpon into the Company’s common shares at a 50% discount to the lowest closing bid price for the common stock for the twenty (20) trading days ending on the trading day immediately before the conversion date. The above note was issued without funds being received. Accordingly, the note was issued with a full on-issuance discount that was amortized over the term of the note. During the nine months ended September 30, 2017, amortization of $3,889, was recognized related to the discount on the note. As of September 30, 2017, a discount of $0 remained and was fully converted. 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 $36,000. The derivative liability was marked to market each quarter and as of the date of last conversion, August 21, 2017, which resulted in a loss of approximately $2,133. The Company used the following assumptions for the three months ended September 30, 2017: September 30, 2017 Annual dividend yield - Expected life (years) 0.001 Risk-free interest rate 0.95% - 1.00 % Expected volatility 143% - 149 % During the nine months ended September 30, 2017, the Company issued 54,444,445 shares of common stock to pay down $25,000 of principal and $3,200 in fees of the Tarpon Bay Convertible Note. The note is fully converted as of September 30, 2017. On September 27, 2017, BlueFire Renewables, Inc., a Nevada Corporation (the “Company”) entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Tarpon Bay Partners, LLC, a Florida limited liability company (“TBP”), pursuant to which the Company agreed to issue common stock to TBP in exchange for the settlement of $999,630.45 (the “Settlement Amount”) of past-due obligations and accounts payable of the Company. TBP purchased the obligations and accounts payable from certain employees, former employees, consultants and vendors of the Company as described below in Note 8. The Company is moving forward with Tarpon Bay and with the proposed 3(a)10 transaction. (See Note 8) Kodiak Promissory Note On December 17, 2014, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with Kodiak Capital Group, LLC (“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, and below). 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 a maturity date of July 17, 2015. No funds were received for this note. The Company is currently in default of the Kodiak Note. As of September 30, 2017, the balance outstanding on the Kodiak Note was $40,000. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 4 – COMMITMENTS AND CONTINGENCIES Fulton Project Lease On July 20, 2010, the Company entered into a thirty year lease agreement with Itawamba County, Mississippi for the purpose of the development, construction, and operation of the Fulton Project. At the end of the primary 30 year lease term, the Company shall have the right for two additional thirty year terms. The current lease rate is computed based on a per acre rate per month that is approximately $10,300 per month. The lease stipulates the lease rate is to be reduced at the time of the construction start by a Property Cost Reduction Formula which can substantially reduce the monthly lease costs. The lease rate shall be adjusted every five years to the Consumer Price Index. The Company is currently in default of the lease due to non payment. On May 1, 2017, the Company received a letter from the County of Itawamba stating that the lease for the Fulton Project would be cancelled unless the current balance outstanding plus default interest were paid in full by May 10, 2017. The Company appealed for an extension or forgiveness of the past due liability but was denied and told “The County is actively marketing the real property through its economic developer. The real property is available on a first-come, first-served basis.” Due to the uncertainty of access to the site, the Company stopped the accrual of lease payments on May 10, 2017 and considers the lease cancelled. The Company will work to reinstate when financing is obtained. Rent expense under non-cancellable leases was approximately $0, $30,900, $44,600 and $92,600 during the three and nine months ended September 30, 2017 and 2016, respectively. As of September 30, 2017 and December 31, 2016, $ 343,010 and $298,468, respectively, of the monthly lease payments were included in accounts payable on the accompanying consolidated balance sheets, respectively. The Company considers the lease cancelled as of May 10, 2017. As of September 30, 2017, the Company has accrued $46,131 of default interest due to the nonpayment of the lease. SEC Notice and Settlement On May 2, 2016, the Company received a written notice from the Securities and Exchange Commission (SEC), as further described elsewhere in this quarterly report. In connection with such notice, on August 1, 2016, the Company entered into a settlement with the SEC. Pursuant to the settlement, the Company agreed to pay a civil penalty of $25,000 to the SEC. On July 29, 2016, the Company made an initial payment of $5,000 to the SEC. The remaining $20,000 balance was to be paid to the SEC over a nine-month period ending on or about June 30, 2017. The Company has accrued the balance on the accompanying consolidated financial statements for such settlement. The Company has yet to make an additional payment due to capital constraints and as of November 17, 2017 the Company has received no further communication from the SEC in regards to the settlement or further payment. Legal Proceedings We are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse effect. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS Loan Agreement On December 15, 2010, the Company entered into a loan agreement (the “Loan Agreement”) by and between Arnold Klann, the Chief Executive Officer, Chairman of the board of directors and majority shareholder of the Company, as lender (the “Lender”), and the Company, as borrower. Pursuant to the Loan Agreement, the Lender agreed to advance to the Company a principal amount of Two Hundred Thousand United States Dollars ($200,000) (the “Loan”). The Loan Agreement requires the Company to (i) pay to the Lender a one-time amount equal to fifteen percent (15%) of the Loan (the “Fee Amount”) in cash or shares of the Company’s common stock at a value of $0.50 per share, at the Lender’s option; and (ii) issue the Lender warrants allowing the Lender to buy 500,000 common shares of the Company at an exercise price of $0.50 per common share. The Company has promised to pay in full the outstanding principal balance of any and all amounts due under the Loan Agreement within thirty (30) days of the Company’s receipt of investment financing or a commitment from a third party to provide One Million United States Dollars ($1,000,000) to the Company or one of its subsidiaries (the “Due Date”), to be paid in cash. These warrants expired on December 15, 2013. 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. On March 13, 2016, the line of credit was increased to $125,000, and then incrementally increased to $275,000 on August 17, 2017. As of September 30, 2017, the outstanding balance on the line of credit was approximately $253,074 with $21,926 remaining under the line. 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. As of September 30, 2017 and December 31, 2016, $61,144 and $31,709 in accrued interest is owed under this line of credit and included with accrued liabilities, respectively. Accrued Salaries As of September 30, 2017 and December 31, 2016, accrued salary due to the Chief Executive Officer included within accrued liabilities was $508,500 and $339,000, respectively. Total accrued and unpaid salary of all employees is $1,672,984 and $1,330,777 as of September 30, 2017, and December 31, 2016, respectively, representing 28 months of accrual at September 30, 2017. Of the total accrued salaries, $867,000 is included in the 3a10 transaction with Tarpon Bay Partners. |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interest | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-controlling Interest | NOTE 6 – REDEEMABLE NON-CONTROLLING INTEREST On December 23, 2010, the Company sold a one percent (1%) membership interest in its operating subsidiary, BlueFire Fulton Renewable Energy, LLC (“BlueFire Fulton” or the “Fulton Project”), to an accredited investor for a purchase price of $750,000 (“Purchase Price”). The Company maintains a 99% ownership interest in the Fulton Project. In addition, the investor received a right to require the Company to redeem the 1% interest for $862,500, or any pro-rata amount thereon. The redemption is based upon future contingent events based upon obtaining financing for the construction of the Fulton Project. The third party equity interests in the consolidated joint ventures are reflected as redeemable noncontrolling interests in the Company’s consolidated financial statements outside of equity. The Company accreted the redeemable noncontrolling interest for the total redemption price of $862,500 through the estimated forecasted financial close, originally estimated to be the end of the third quarter of 2011. Net loss attributable to the redeemable non-controlling interest during for the three and nine months ended September 30, 2017 and 2016 was $(142), $(1,598), $(1,044) and $(3,591), respectively, which netted against the value of the redeemable non-controlling interest in temporary equity. The allocation of loss was presented on the statement of operations. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 7 – STOCKHOLDERS’ DEFICIT Please see Note 3 for information on current conversion of notes payable to the Company’s common stock. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS On September 27, 2017, BlueFire Renewables, Inc., a Nevada Corporation (the “Company”) entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Tarpon Bay Partners, LLC, a Florida limited liability company (“TBP”), pursuant to which the Company agreed to issue common stock to TBP in exchange for the settlement of $999,630.45 (the “Settlement Amount”) of past-due obligations and accounts payable of the Company. TBP purchased the obligations and accounts payable from certain employees, former employees, consultants, and vendors of the Company as described below. On October 11, 2017, the Circuit Court of Leon County, Florida (the “Court”), entered an order (the “TBP 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, as amended (the “Securities Act”), in accordance with a stipulation of settlement, pursuant to the Settlement Agreement between the Company and TBP, in the matter entitled Tarpon Bay Partners, LLC v. BlueFire Renewables, Inc. On October 26, 2017, the Company filed a Preliminary 14C with the US Securities and Exchange Commission to increase in the number of authorized shares of Common Stock from five hundred million (500,000,000) shares of Common Stock to five billion (5,000,000,000) shares of Common Stock (the “Share Increase”). On September 28, 2017, the Company received a unanimous written consent in lieu of a meeting of the holders of all 51 shares of Series A Preferred, as permitted by the Company’s Certificate of Incorporation, as may be amended (“ Amended Certificate |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The Company has incurred losses since Inception. Management has funded operations primarily through proceeds received in connection with the reverse merger, loans from its 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 September 30, 2017, the Company has negative working capital of approximately $4,027,285. Management has estimated that operating expenses for the next 12 months will be approximately $625,000 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. The Company intends to fund its operations with any additional funding that can be secured in the form of equity or debt. As of November [•], 2017, 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. As of December 31, 2010, the Company completed the detailed engineering on our proposed Fulton Project, procured all necessary permits for construction of the plant, and began site clearing and preparation work, signaling the beginning of construction. All site preparation activities have been completed, including clearing and grating of the site, building access roads, completing railroad tie-ins to connect the site to the rail system, and finalizing the layout plan to prepare for the site foundation. In addition, the County of Itawamba sent notice that it would terminate the lease for the Fulton Project on May 10, 2017 if full payment was not made. The Company was unable to make payment but received a letter stating that access to the site would be on a first-come, first-served basis. See Note 4. We estimate the total construction cost of the bio-refinery to be in the range of approximately $300 million for the Fulton Project. These cost approximations do not reflect any increase/decrease in raw materials or any fluctuation in construction cost, since originally bid, that would be realized by the dynamic world metals markets or inflation of general costs of construction. The Company is looking for potential sources of financing for this facility but no definitive agreements are in place. The Company cannot continue significant development or furtherance of the Fulton project or any other opportunity until financing for the Company and the construction of the Fulton project is obtained. |
Risks and Uncertainties | Risks and Uncertainties The Company has a limited operating history and has not generated revenues from our planned principal operations. The Company’s business and operations are very sensitive to general business and economic conditions in the U.S. and worldwide. Specifically, these conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general price of crude oil and gasoline. The risks related to the Company’s plans to sell engineering services are that the Company currently has no sales and limited marketing capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if we decide to market any of our services. Developing a marketing and sales force is also time consuming and could delay launch of our future bio-ethanol plants. In addition, the Company will compete with other engineering companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote to sales and marketing. The Company’s business and industry is also subject to new innovations in technology. Significant technical changes can have an adverse effect on product lives. Design and development of new products and services are important elements to achieve profitability in the Company’s industry segment. As a result, the Company’s products may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance our current products on a timely and cost-effective basis. The Company’s products must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, the Company may not be able to adapt new or enhanced products to emerging industry standards, and the Company’s new products may not be favorably received. Nor may we have the capital resources to further the development of existing and/or new ones. Due to the continuing capital constraints at the Company, John Cuzens, our Chief Technology Officer and Senior VP, has begun employment as an engineer in an industry that we feel does not compete with the Company. His technical and engineering expertise, including his familiarity with the Arkenol Technology, is important to BlueFire and our failure to retain Mr. Cuzens on a full-time basis, or to attract and retain additional qualified personnel, could adversely affect our planned operations. We do not currently carry key-man life insurance on any of our officers. The long time horizon of project development and financing for the Company’s intended biorefinery projects may make it difficult to keep key project contracts active and in force with the Company’s limited resources. There is no guarantee the Company can keep them active or find suitable replacements if they do expire or are canceled. Due to the continuing capital constraints of the Company, as of September 30, 2017 the Company has only Arnold Klann, our chief executive officer and director, as a full time employee. We presently are entirely dependent upon his experience, abilities and continued services . could have a material adverse effect on our business, financial condition or . Lastly, the Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate material expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company’s financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2016. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the full year. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned subsidiary, BlueFire Ethanol, Inc. BlueFire Ethanol Lancaster, LLC, BlueFire Fulton Renewable Energy LLC (excluding 1% interest sold) and SucreSource LLC are wholly-owned subsidiaries of BlueFire Ethanol, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. |
Project Development | Project Development Project development costs are either expensed or capitalized. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the research and development expenses related to the Company’s future cellulose-to-ethanol production facilities with almost 100% of the allocation being employee salaries. During the three and nine months ended September 30, 2017 and 2016, development costs included in Project Development were approximately $14,668, $67,622, $87,449 and $238,049, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance of ASC 820 – “Fair Value Measurement and Disclosure”. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company did not have any Level 1 financial instruments at September 30, 2017 or December 31, 2016. As of September 30, 2017 and December 31, 2016, the Company’s derivative liabilities are considered a Level 2 item (see Note 3). As of September 30, 2017 and December 31, 2016 the Company’s redeemable non-controlling interest is considered a Level 3 item and changed during the nine months ended September 30, 2017 as follows. Balance at December 31, 2016 $ 860,980 Net loss attributable to non-controlling interest (1,603 ) Balance at September 30, 2017 $ 859,377 See Note 6 for details of valuation and changes during the years 2017 and 2016. 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk As of September 30, 2017 and December 31, 2016, four vendors made up approximately 87% and 82% of accounts payable, respectively. Except for the Company’s legal counsel, the loss of the other vendors would not have a significant impact on the Company’s operations. |
Loss Per Common Share | Loss per Common Share The Company presents basic income (loss) per share (“EPS”) and diluted EPS on the face of the consolidated statement of operations. Basic income (loss) per share is computed as net income (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. The Company has had convertible notes outstanding that are dilutive and convertible into the Company’s common stock. However, due to the net loss in each respective period, these were excluded from diluted EPS as their effects would be anti-dilutive. |
New Accounting Pronouncements | New Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issues Accounting Standard Updates (“ASU”) to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for a public entity. Early adoption of the amendments in this standard is permitted for all entities and the Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently in the process of evaluating the effect this guidance will have on its financial statements and related disclosures. 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 Accoun15
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Redeemable Non-controlling Interest Considered Level Three | As of September 30, 2017 and December 31, 2016 the Company’s redeemable non-controlling interest is considered a Level 3 item and changed during the nine months ended September 30, 2017 as follows. Balance at December 31, 2016 $ 860,980 Net loss attributable to non-controlling interest (1,603 ) Balance at September 30, 2017 $ 859,377 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
JMJ Convertible Note [Member] | |
Short-term Debt [Line Items] | |
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | Final Conversion April 5, 2016 (Excluding Inception) April 2, 2015 Annual dividend yield - - Expected life (years) 0.99 2.00 Risk-free interest rate 0.56 % 0.55 % Expected volatility 188 % 301.07 % |
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) 1.41 - 2.00 Risk-free interest rate 0.40 % Expected volatility 183% - 206 % |
Tarpon Bay Convertible Note [Member] | |
Short-term Debt [Line Items] | |
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | September 30, 2017 Annual dividend yield - Expected life (years) 0.001 Risk-free interest rate 0.95% - 1.00 % Expected volatility 143% - 149 % |
Organization and Business (Deta
Organization and Business (Details Narrative) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Preferred stock voting rights description | On September 30, 2015, the Company filed an amendment to the Companys 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). |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2007 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 23, 2010 | |
SignificantAccountingPoliciesLineItems [Line Items] | |||||||
Proceeds from issuance of common stock sold for cash | $ 14,500,000 | ||||||
Working capital deficit | $ 4,027,285 | $ 4,027,285 | |||||
Estimated operating expenses | 173,452 | $ 274,249 | 571,205 | $ 953,302 | |||
Percentage of ownership interest sold | 99.00% | ||||||
Research and development costs | $ 14,668 | $ 87,449 | $ 67,622 | $ 238,049 | |||
Four Vendors [Member] | Accounts Payable [Member] | |||||||
SignificantAccountingPoliciesLineItems [Line Items] | |||||||
Concentration of credit risk percentage | 87.00% | 82.00% | |||||
Investor [Member] | |||||||
SignificantAccountingPoliciesLineItems [Line Items] | |||||||
Percentage of ownership interest sold | 100.00% | 100.00% | |||||
Fulton Project [Member] | |||||||
SignificantAccountingPoliciesLineItems [Line Items] | |||||||
Estimated construction costs | $ 300,000,000 | ||||||
Next Twelve Months [Member] | |||||||
SignificantAccountingPoliciesLineItems [Line Items] | |||||||
Estimated operating expenses | $ 625,000 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies - Schedule of Redeemable Non-controlling Interest Considered Level Three (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Balance at the beginning | $ 860,980 | |||
Net loss attributable to non-controlling interest | $ (147) | $ (1,044) | (1,603) | $ (3,591) |
Balance at the end | $ 859,377 | $ 859,377 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Apr. 02, 2015 | Dec. 17, 2014 | Nov. 08, 2014 | Aug. 08, 2014 | Apr. 24, 2014 | Apr. 08, 2014 | Aug. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 27, 2017 |
Short-term Debt [Line Items] | ||||||||||||
Loss on excess fair value of derivative liability | $ 36,317 | $ 36,317 | ||||||||||
Amortization of debt discount | 4,167 | 3,889 | 37,033 | |||||||||
Note converted into stock, amount | $ 25,000 | 52,950 | ||||||||||
Settlement Agreement [Member] | Tarpon Bay Partners LLC [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Settlement liabilities amount | $ 999,630 | |||||||||||
Purchase Agreement With Kodiak [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Maximum value commitment to purchase shares | $ 1,500,000 | |||||||||||
AKR Warrants [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Notes payable maturity date | Apr. 8, 2015 | |||||||||||
Discount on notes payable | $ 42,323 | |||||||||||
JMJ Convertible Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount on notes payable | $ 100,000 | 52,950 | 52,950 | |||||||||
Convertible note description | 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). | |||||||||||
Notes payable maturity date | Apr. 1, 2017 | |||||||||||
Percentage of debt discount | 10.00% | |||||||||||
Amortized discount on notes | $ 10,000 | |||||||||||
Percentage of onetime charge of interest on principal balance outstanding | 12.00% | |||||||||||
Percentage of convertible debt | 60.00% | |||||||||||
Fair value of derivative liability | $ 412,212 | |||||||||||
Loss on excess fair value of derivative liability | 312,212 | |||||||||||
Amortization of debt discount | 32,866 | |||||||||||
Remaining value of notes, net of discount | $ 0 | |||||||||||
Note converted into stock | 105,741,400 | |||||||||||
Note converted into stock, amount | $ 65,500 | |||||||||||
Accrued interest | $ 12,550 | $ 12,550 | ||||||||||
AKR Promissory Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount on notes payable | $ 350,000 | |||||||||||
Notes payable maturity date | Apr. 8, 2015 | |||||||||||
Percentage of debt interest rate | 5.00% | |||||||||||
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 Promissory Note [Member] | AKR Warrant A [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Warrants to buy common shares | 7,350,000 | |||||||||||
Warrants exercise price per share | $ 0.007 | |||||||||||
Warrants maturity date | Apr. 8, 2016 | |||||||||||
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 | |||||||||||
Second AKR Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount on notes payable | $ 30,000 | |||||||||||
Notes payable maturity date | Jul. 24, 2014 | |||||||||||
Percentage of debt interest rate | 5.00% | |||||||||||
Tarpon Bay Convertible Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount on notes payable | $ 25,000 | |||||||||||
Notes payable maturity date | Feb. 28, 2017 | |||||||||||
Percentage of debt discount | 50.00% | |||||||||||
Amortization of debt discount | 3,889 | |||||||||||
Remaining value of notes, net of discount | $ 0 | |||||||||||
Note converted into stock | 54,444,445 | |||||||||||
Note converted into stock, amount | $ 25,000 | |||||||||||
Day one loss value | 36,000 | |||||||||||
Gain loss on derivative liability | 2,133 | |||||||||||
Debt fee | 3,200 | 3,200 | ||||||||||
Kodiak Promissory Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Principal amount on notes payable | $ 60,000 | $ 40,000 | $ 40,000 | |||||||||
Notes payable maturity date | Jul. 17, 2015 |
Notes Payable - Schedule of Fai
Notes Payable - Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model (Details) | Apr. 05, 2016 | Apr. 02, 2015 | Apr. 08, 2014 | Sep. 30, 2017 |
JMJ Convertible Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | 0.00% | ||
Expected life (year) | 11 months 26 days | 2 years | ||
Risk-free interest rate | 0.56% | 0.55% | ||
Expected volatility | 188.00% | 301.07% | ||
AKR Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | |||
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 Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | |||
Expected life (year) | 4 days | |||
Tarpon Bay Convertible Note [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Risk-free interest rate | 0.95% | |||
Expected volatility | 143.00% | |||
Tarpon Bay Convertible Note [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Risk-free interest rate | 1.00% | |||
Expected volatility | 149.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 29, 2016 | Jul. 20, 2010 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | May 02, 2016 |
Fulton Project Lease [Member] | |||||||||
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 | $ 0 | $ 44,600 | $ 30,900 | $ 92,600 | |||||
Accrued lease payments | 343,010 | 343,010 | $ 298,468 | ||||||
Fulton Project Lease [Member] | Itawamba [Member] | |||||||||
Accrued lease payments | $ 46,131 | $ 46,131 | |||||||
SEC Notice and Settlement [Member] | |||||||||
Civil penalties payable amount | $ 25,000 | ||||||||
Civil penalties paid | $ 5,000 | ||||||||
Civil penalties balance outstanding amount | $ 20,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Aug. 17, 2017 | Mar. 13, 2016 | Apr. 10, 2014 | Dec. 15, 2010 | Sep. 30, 2017 | Dec. 31, 2016 | Nov. 10, 2011 |
Net proceeds from related party notes payable | $ 200,000 | ||||||
Loan agreement, one-time fees as a percentage of loan | 15.00% | ||||||
Loan agreement, one-time fees payable in shares of common stock, per-share value | $ 0.50 | ||||||
Loan agreement, warrants issued | 500,000 | ||||||
Warrants exercise price | $ 0.50 | ||||||
Loan amount received from a third party | $ 1,000,000 | ||||||
Warrant expiration date | Dec. 15, 2013 | ||||||
Line of credit, amount outstanding | $ 253,074 | ||||||
Line of credit, maximum amount of credit line | $ 275,000 | $ 125,000 | |||||
Line of credit, remaining balance | 21,926 | ||||||
Line of credit, additional borrowing | 100,000 | ||||||
Accrued interest | 61,144 | $ 31,709 | |||||
Tarpon Bay Partners LLC [Member] | Settlement Agreement [Member] | |||||||
Accrued salary | 867,000 | ||||||
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 | ||||||
Accrued salary | 508,500 | 339,000 | |||||
Employees [Member] | |||||||
Accrued salary | $ 1,672,984 | $ 1,330,777 |
Redeemable Non-controlling In24
Redeemable Non-controlling Interest (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Dec. 23, 2010 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2011 | |
Noncontrolling Interest [Abstract] | |||||||
Ownership interest in BlueFire Fulton Renewable Energy LLC sold | 1.00% | ||||||
Proceeds from sale of LLC Unit | $ 750,000 | ||||||
Ownership interest in BlueFire Fulton Renewable Energy LLC | 99.00% | ||||||
Redeemable noncontrolling interest | $ 862,500 | $ 859,377 | $ 859,377 | $ 860,980 | $ 862,500 | ||
Net income (loss) attributable to redeemable noncontrolling interest | $ (142) | $ (1,044) | $ (1,598) | $ (3,591) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 16, 2017 | Sep. 28, 2017 | Sep. 30, 2017 | Oct. 26, 2017 | Oct. 11, 2017 | Sep. 27, 2017 | Dec. 31, 2016 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||
Preferred stock voting rights description | On September 30, 2015, the Company filed an amendment to the Companys 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). | ||||||
Common stock, shares issued | 462,680,109 | 408,235,664 | |||||
Common stock, shares outstanding | 462,647,938 | 408,203,492 | |||||
Subsequent Event [Member] | |||||||
Preferred stock voting rights description | Each share of Series A Preferred has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the Numerator), divided by (y) 0.49, minus (z) the Numerator. | ||||||
Common stock, shares issued | 499,680,109 | ||||||
Common stock, shares outstanding | 499,647,938 | ||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||
Common stock issued during period, shares | 51 | ||||||
Preferred stock voting equivalent to common shares | 520,019,358 | ||||||
Subsequent Event [Member] | Minimum [Member] | |||||||
Common stock, shares authorized | 500,000,000 | ||||||
Subsequent Event [Member] | Maximum [Member] | |||||||
Common stock, shares authorized | 5,000,000,000 | ||||||
Settlement Agreement [Member] | Subsequent Event [Member] | |||||||
Settlement liabilities amount | $ 999,630 | ||||||
Estimated value of all settlement shares when issued | $ 1,666,000 | ||||||
Common stock issued during period, shares | 37,000,000 |