Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 17, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
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 | $ 592,195 | ||
Entity Common Stock, Shares Outstanding | 418,235,664 | ||
Trading Symbol | BFRE | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 67 | $ 161,991 |
Prepaid expenses | 3,894 | 977 |
Total current assets | 3,961 | 162,968 |
Property and equipment, net of accumulated depreciation of $82,323 and $82,323, respectively | ||
Total assets | 3,961 | 162,968 |
Current liabilities: | ||
Accounts payable | 1,103,207 | 1,162,788 |
Accrued liabilities | 1,112,453 | 1,549,200 |
Convertible accounts payable and accrued liabilities | 986,045 | |
Notes payable | 420,000 | 420,000 |
Line of credit, related party | 256,245 | 240,924 |
Note payable to a related party | 200,000 | 200,000 |
Convertible notes payable, net of discount of $27,489 and $3,889, respectively | 22,492 | 21,111 |
Derivative liabilities | 858,099 | 27,104 |
Total current liabilities | 4,958,541 | 3,621,127 |
Total liabilities | 4,958,541 | 3,621,127 |
Commitments and contingencies (Note 7) | ||
Redeemable noncontrolling interest | 859,377 | 860,980 |
Stockholders' deficit: | ||
Preferred stock, no par value, 1,000,000 shares authorized; 51 and 51 shares issued and outstanding as of December 31, 2017 and 2016, respectively | ||
Common stock, $0.001 par value; 5,000,000,000 shares authorized; 499,680,109 and 408,235,664 shares issued and 499,647,938 and 408,203,492 outstanding, as of December 31, 2017 and 2016, respectively | 499,681 | 408,236 |
Additional paid-in capital | 17,080,374 | 17,068,865 |
Treasury stock at cost, 32,172 shares | (101,581) | (101,581) |
Accumulated deficit | (23,292,431) | (21,694,659) |
Total stockholders' deficit | (5,813,957) | (4,319,139) |
Total liabilities and stockholders' deficit | $ 3,961 | $ 162,968 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 82,323 | $ 82,323 |
Convertible notes payable current, discount | $ 27,489 | $ 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 | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 499,680,109 | 408,235,664 |
Common stock, shares outstanding | 499,647,938 | 408,203,492 |
Treasury stock, shares | 32,172 | 32,172 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Consulting fees | ||
Department of Energy grant revenues | ||
Total revenues | ||
Cost of revenue | ||
Consulting revenue | ||
Gross margin | ||
Operating expenses: | ||
Project development | 87,449 | 288,062 |
General and administrative, including stock based compensation of $0 and $144, respectively | 559,040 | 956,193 |
Total operating expenses | 646,489 | 1,244,255 |
Operating loss | (646,489) | (1,244,255) |
Other income and (expense): | ||
Regulatory settlement | (25,000) | |
Amortization of debt discounts | (26,381) | (53,977) |
Interest expense | (32,384) | (64,378) |
Related party interest expense | (29,972) | (16,441) |
Gain on sale of land | 66,220 | |
Gain on settlement of accounts payable and accrued liabilities | 16,785 | |
Change in fair value of warrant liability | 199 | |
Change in fair value of derivative liabilities | 29,291 | 160,789 |
Loss on excess fair value of derivative liabilities | (890,640) | (36,317) |
Total other income and (expense) | (950,086) | 47,880 |
Loss before provision for income taxes | (1,596,575) | (1,196,375) |
Provision for income taxes | 2,800 | 2,940 |
Net loss | (1,599,375) | (1,199,315) |
Net loss attributable to noncontrolling interest | (1,603) | (4,634) |
Net loss attributable to controlling interest | $ (1,597,772) | $ (1,194,681) |
Basic and diluted loss per common share attributable to controlling interest | $ 0 | $ 0 |
Weighted average common shares outstanding, basic and diluted | 442,148,757 | 395,628,640 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Stock based compensation | $ 144 | |
General and Administrative Expense [Member] | ||
Stock based compensation | $ 0 | $ 144 |
Consolidated Statement of Stock
Consolidated Statement 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, 2015 | $ 308,163 | $ 16,967,128 | $ (20,499,978) | $ (101,581) | $ (3,326,268) | |
Balance, shares at Dec. 31, 2015 | 51 | 308,130,833 | ||||
Common shares issued for conversion of notes and accrued interest at a price of $0.0006 to $0.0012 per share | $ 105,742 | (33,045) | 72,697 | |||
Common shares issued for conversion of notes and accrued interest at a price of $0.0006 to $0.0012 per share, shares | 105,741,400 | |||||
Common shares returned in May 2016 due to legal settlement at a price of $0.0018 per share, value | $ (5,741) | (4,593) | (10,334) | |||
Common shares returned in May 2016 due to legal settlement at a price of $0.0018 per share, shares | (5,740,741) | |||||
Common shares issued pursuant to Director's Agreements in September 2016 at a price of $0.0020 per share, value | $ 72 | 72 | 144 | |||
Common shares issued pursuant to Director's Agreements in September 2016 at a price of $0.0020 per share, shares | 72,000 | |||||
Extinguishment of derivative liabilities associated with convertible note | 139,303 | 139,303 | ||||
Common shares issued for conversion of note payable, value | 52,950 | |||||
Net loss attributable to controlling interest | (1,194,681) | (1,194,681) | ||||
Balance at Dec. 31, 2016 | $ 408,236 | 17,068,865 | (21,694,659) | (101,581) | (4,319,139) | |
Balance, shares at Dec. 31, 2016 | 51 | 408,203,492 | ||||
Common shares issued pursuant to Director's Agreements in September 2016 at a price of $0.0020 per share, shares | 3 | |||||
Extinguishment of derivative liabilities associated with convertible note | 30,353 | 30,353 | ||||
Common shares issued for a reduction of debts pursuant to a 3a10 transaction, value | $ 37,000 | 7,400 | 44,400 | |||
Common shares issued for a reduction of debts pursuant to a 3a10 transaction, shares | 37,000,000 | |||||
Common shares issued for conversion of note payable, value | $ 54,445 | (26,244) | 28,201 | |||
Common shares issued for conversion of note payable, shares | 54,444,445 | |||||
Net loss attributable to controlling interest | (1,597,772) | (1,597,772) | ||||
Balance at Dec. 31, 2017 | $ 499,681 | $ 17,080,374 | $ 23,292,431 | $ (101,581) | $ (5,813,957) | |
Balance, shares at Dec. 31, 2017 | 51 | 499,647,937 |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholder's Deficit (Parenthetical) - $ / shares | May 31, 2016 | Dec. 31, 2016 | Sep. 30, 2016 |
Return of common share settlement due, per share | $ 0.0018 | ||
Share issued, per share | $ 0.0020 | ||
Minimum [Member] | |||
Issuance of common stock for conversion of interest notes price per share | $ 0.0006 | ||
Maximum [Member] | |||
Issuance of common stock for conversion of interest notes price per share | $ 0.0012 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (1,599,375) | $ (1,199,315) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liability | (199) | |
Change in fair value of derivative liability | (29,291) | (160,789) |
Loss on excess fair value of derivative liability | 890,640 | 36,317 |
Gain on settlement of accounts payable and accrued liabilities | (16,785) | |
Excess fair value if shares issued in connection with convertible note | 3,200 | |
Excess fair market value of shares issued | 30,815 | |
Gain on sale of land | (66,220) | |
Share-based compensation | 144 | |
Amortization | 26,381 | 53,977 |
Depreciation | 275 | |
Excess fair value of common stock issued for accrued interest | 7,200 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,917) | 8,314 |
Accounts payable | 98,432 | 269,353 |
Accrued liabilities | 404,870 | 831,775 |
Net cash used in operating activities | (177,245) | (235,953) |
Cash flows from investing activities: | ||
Proceeds from sale of land | 175,328 | |
Net cash used in investing activities | 175,328 | |
Cash flows from financing activities: | ||
Proceeds from related party line of credit/notes payable | 15,321 | 195,694 |
Net cash provided by financing activities | 15,321 | 195,694 |
Net increase in cash and cash equivalents | (161,924) | 135,069 |
Cash and cash equivalents beginning of year | 161,991 | 26,922 |
Cash and cash equivalents end of year | 67 | 161,991 |
Supplemental disclosures of cash flow information | ||
Interest | 13,216 | |
Income taxes | 2,939 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of non-secured convertible notes payable | 25,000 | 52,950 |
Interest converted to common stock | 12,547 | |
Derivative liability reclassified to additional paid-in capital | 30,354 | 139,303 |
Note payable issued for services | 49,982 | 25,000 |
Discount on convertible notes payable | ||
Gain on settlement of shares | $ 10,335 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 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. 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, there is no formal plan is in place, 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 | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 the Company has negative working capital of approximately $4,954,580. Management has estimated that operating expenses for the next 12 months will be approximately $120,000, excluding any salary costs, for full-time or part-time employees, or 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 2018, the Company intends to fund its operations with any additional funding that can be secured in the form of equity or debt the potential sale of Fulton Project equity ownership, and from a potential merger or sale of the Company. As of April 17, 2018, the Company expects the current resources available to them will only be sufficient for a period of less than one month unless significant additional financing is received. Management has determined that the general expenditures must be remain 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, operating results, and ability to continue operating. 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 (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-refinery to be 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 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 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 or straight line 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, 2017 and 2016, 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. 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, 2017 or 2016. 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. 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, 2017 and 2016, project development were approximately $87,000 and $288,000, respectively, and consisted primarily of payroll expense. 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. 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, 2017 and 2016. As of December 31, 2017 and 2016, the warrant liability and derivative liability are considered Level 2 items, see Notes 5, 6, and 9. As of December 31, 2017 and 2016, the Company’s redeemable noncontrolling interest is considered a Level 3 item and changed during 2016 and 2017 due to the following: Balance as of January 1, 2017 $ 860,980 Net loss attributable to noncontrolling interest 1,603 Balance at December 31, 2017 $ 859,377 See Note 8 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. 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. Loss per Common Share The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the consolidated statements 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, 2017 and 2016, the Company had no options and no warrants outstanding, respectively. The effects of the convertible notes payable for the years ended December 31, 2017 and 2016 haven’t been presented as their effects would be anti-dilutive. 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 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. 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 does not expect the standard to have a material impact on its consolidated 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 does not expect the standard to have a material impact on its 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 consolidated financial statements. |
Development Contract
Development Contract | 12 Months Ended |
Dec. 31, 2017 | |
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. 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. 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 considered such decision to be final. As of September 30, 2015, the Company submitted all final invoices and final documents related to the termination of the grant by the Department of Energy. The Company considers the grant closed out and completed. The Company has received reimbursements of approximately $14,164,964 under these awards. |
Composition of Certain Balance
Composition of Certain Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Composition of Certain Balance Sheet Accounts | NOTE 4 – COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS Property and Equipment Property and equipment consist of the following: December 31, 2017 December 31, 2016 Office equipment 53,361 53,361 Furniture and fixtures 28,962 28,962 Property and equipment - Gross 82,323 82,323 Accumulated depreciation (82,323 ) (82,323 ) Property and equipment - Net of depreciation $ - $ - On December 29, 2016, the Company sold the Lancaster land for a total sale price of $195,000 and net proceeds of $175,328 to the Company. Depreciation expense for the years ended December 31, 2017 and 2016 was $0 and $275, respectively. Accrued liabilities December 31, 2017 December 31, 2016 Payroll and related benefits $ 822,077 $ 1,345,208 Accrued interest 63,977 52,017 Convertible accounts payable and accrued liabilities (1) 986,045 - Accrued interest – related party 98,985 61,709 Other 127,414 90,266 Total $ 2,098,498 $ 1,549,200 (1) Accounts payable and accrued payroll liabilities that are part of the 3a10 transaction with Tarpon Bay. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 5 – NOTES PAYABLE 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 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, at each reporting period, and at the conversion date 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 was being amortized over the life of the note and accelerated as the note was converted. For the years ended December 31, 2016 and 2015, amortization of the discount was $32,886 and $77,114, respectively, with $0 remaining as of December 31, 2016. Final Conversion April 5, 2016 (excluding inception) December 31, 2015 Annual dividend yield - - Expected life (years) 0.99 1.25 – 2.00 Risk-free interest rate 0.56 % 0.61 – 1.06 % Expected volatility 188 % 282 - 304 % During the year ended December 31, 2016, the Company issued 105,741,400 shares of common stock for the conversion of $52,950 of principal and $12,550 of interest. The note was fully converted on April 5, 2016. 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 December 31, 2018 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. 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 There was no financial impact of the note and warrants during the years ended December 31, 2017 and 2016. Tarpon Bay Convertible Notes Pursuant to a 3(a)10 transaction 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 is convertible by Tarpon into the Company’s common shares at a 50% discount to the lowest closing bid price for the common stock for the twenty (20) trading days ending on the trading day immediately before the conversion date. 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 year ended December 31, 2017 and 2016, amortization of $3,889 and $21,111 respectively, was recognized to interest expense related to the discount on the note. As of December 31, 2017, a discount of $0 remained. 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 December 31, 2017 which resulted in a loss of approximately $3,763. The Company used the following range of assumptions for the years ended December 31: December 31, 2017 December 31, 2016 Annual dividend yield - - Expected life (years) 0.5 0.16 – 0.5 Risk-free interest rate 0.74 – 1.00 % 0.47 – 0.51 % Expected volatility 143 - 174 % 176 - 196 % During the year ended December 31, 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. $30,353 was reclassed to APIC during 2017. The note was fully converted as of September 30, 2017. Pursuant to the 3(a)10 transaction with Tarpon Bay Partners LLC (“Tarpon”), the Company owes a success fee convertible note to Tarpon Bay Partners LLC “the “Tarpon Success Fee Note”). Under the terms of the Tarpon Success Fee Note, the Company shall pay Tarpon $49,981. No formal note agreement has been signed but as of December 31, 2017 the Company has recorded the derivative liability for this note in the accompanying financial statements. This note will be 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 pursuant to the agreements in place. 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 year ended December 31, 2017, amortization of $22,491, was recognized to interest expense related to the discount on the note. As of December 31, 2017, a discount of $27,489 remained which is being amortized through the maturity date. 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 $66,672. The derivative liability was marked to market at December 31, 2017 being valued at $59,486, which resulted in a gain of ($7,186). The Company used the following range of assumptions for the year ended December 31, 2017: Year ended December 31, 2017 Annual dividend yield - Expected life (years) 0.50- 0.277 Risk-free interest rate 1.25% - 1.39 % Expected volatility 188% -192 % 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 is currently in default of the Kodiak Note. As of December 31, 2017, 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, for which there was no financial statement impact for the years ended December 31, 2017 and 2016. |
Liabilities Purchase Agreement
Liabilities Purchase Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Liabilities Purchase Agreement | |
Liabilities Purchase Agreement | NOTE 6 – LIABILITIES PURCHASE AGREEMENT 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 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 Pursuant to the terms of the Settlement Agreement approved by the TBP Order, on October 11, 2017, the Company agreed to issue to TBP shares (the “TBP Settlement Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The Settlement Agreement provides that the TBP Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the TBP Settlement Amount through the issuance of common stock. Pursuant to the Settlement Agreement, TBP may deliver a request to the Company for shares of Common Stock to be issued to TBP (the “TBP Share Request”). Pursuant to the fairness hearing, the Order, and the Company’s agreement with Tarpon, on October 11, 2017, the Company booked the Tarpon Success Fee Note in the principal amount of $50,000 in favor of Tarpon as a commitment fee although no signed note agreement exists. The Tarpon Success Fee Note is considered due on April 11, 2018. The Tarpon Success Fee Note is convertible into shares of the Company’s common stock (See Note 4) In connection with the settlement, on October 11, 2017, the Company issued 37,000,000 shares of Common Stock to Tarpon in which gross proceeds of $19,797 were generated from the sale of the Common Stock. In connection with the transaction, Tarpon received fees of $6,212 and providing payments of $13,585 to settle outstanding vendor payables. The Company valued these shares at $44,400 and recorded the difference of $30,815 as a cost of the transaction. The Company cannot reasonably estimate the amount of proceeds Tarpon expects to receive from the sale of these shares which will be used to satisfy the liabilities. Any shares not used by Tarpon are subject to return to the Company. Accordingly, the Company accounts for these shares as issued but not outstanding until the shares have been sold by Tarpon and the proceeds are known. Net proceeds received by Tarpon are included as a reduction to accounts payable or other liability as applicable, as such funds are legally required to be provided to the party Tarpon purchased the debt from. The parties reasonably estimate that the fair market value of the TBP Settlement Shares to be received by TBP is equal to approximately $1,666,000. Because the conversion price is variable and does 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 $823,968. The derivative liability was marked to market at December 31, 2017 being valued at $798,613, which resulted in a gain of ($23,355). The Company used the following range of assumptions for the year ended December 31, 2017: Year ended December 31, 2017 Annual dividend yield - Expected life (years) 2.00 - 1.78 Risk-free interest rate 1.51% - 1.89 % Expected volatility 189% -197 % Subsequent to December 31, 2017, the Company issued 426,518,000 shares of common stock to settle the liabilities purchased by Tarpon Bay (See Note 12). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES Board of Director Arrangements On November 12, 2015, 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. The Board of Directors waived their cash and stock compensation for fiscal year 2017. 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. 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 site is still available and the Company will work to reinstate when financing is obtained. Rent expense under non-cancellable leases was approximately $44,600 and $123,000 during the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017 and 2016, $344,320 and $298,468 of the monthly lease payments were included in accounts payable on the accompanying consolidated balance sheets. As of December 31, 2017, the Company has accrued $48,794 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 SEC, as further described elsewhere in this annual 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 will be paid to the SEC over a nine-month period ending on or about June 30, 2017. The Company has yet to make an additional payment due to capital constraints and has received no further communication from the SEC in regards to the settlement or further payment to date. The Company has accrued the balance on the accompanying consolidated financial statements for such settlement. 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. |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interest | 12 Months Ended |
Dec. 31, 2017 | |
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 loss attributable to the redeemable noncontrolling interest during the years ended December 31, 2017 and 2016 was $1,603 and $4,634, respectively, which netted against the value of the redeemable non-controlling interest in temporary equity. The allocation of net income was presented in the consolidated statements of operations. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 9 – STOCKHOLDERS’ DEFICIT Series A Preferred Stock 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. Increase in Authorized Shares Effective December 14, 2017, the Company filed an amendment to its articles of incorporation with the Secretary of State of the State of Nevada, to increase the Company’s authorized common stock from five hundred million (500,000,000) shares of common stock, par value $0.001 per share, to five billion (5,000,000,000) shares of common stock, par value $0.001 per share. Stock Options As of December 31, 2017, and 2016 there were no options that remained outstanding. Shares Issued for Services During the year ended December 31, 2016, the Company issued a total of 72,000 shares to the Board of Directors, pursuant to stock compensation due to them under their Director Agreements. Warrants See Notes 5, 6, 9 and 10 for warrants issued with debt and equity financings. There were no warrant issuances or exercises for the years ended December 31, 2017 and 2016. Return of Shares and Settlement On May 6, 2016, the Company reached a settlement with James G. Speirs and James N. Speirs in regards to the lawsuit filed in Orange County Superior Court and subsequently appealed by the Company. Under the settlement agreement, James G. Speirs and James N. Speirs have returned the 5,740,741 shares to the Company and they have been subsequently retired to treasury. The case was dismissed with prejudice on May 12, 2016 and the matter closed. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016, 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. 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 December 31, 2017, the outstanding balance on the line of credit was approximately $256,245 with $18,755 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 December 31, 2017 and 2016, $68,985 and $31,709 respectively, in accrued interest is owed under this line of credit and included with accrued liabilities. 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, 2016 and 2015, $200,000 remained outstanding on this loan. Accrued Salaries of Company Officers As of December 31, 2017 and 2016, accrued salary due to the Chief Executive Officer included within accrued liabilities was $379,950 and $339,000, respectively. In connection with the 3a10 transaction, the CEO assigned $125,145 to Tarpon Bay. Total accrued and unpaid salary of all employees is $1,663,695 and $1,330,777 as of December 31, 2017, and December 31, 2016, respectively, representing 30 months of accrual at December 31, 2017. Of the total accrued salaries, $831,000 is included in the 3a10 transaction with Tarpon Bay Partners with $10,189 having been reduced by the 3a10 transaction during the year ended December 31, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016. Year Ended December 31, 2017 2016 Current tax provision Federal $ - $ - State 2,800 2,940 Total $ 2,800 $ 2,940 Deferred tax provision (benefit) Federal 1,980,983 (382,631 ) State (13,570 ) (76,619 ) Valuation allowance (1,967,413 ) 459,250 Total - Total provision for income taxes $ 2,800 $ 2,940 Current taxes in 2017 and 2016 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, 2017 and 2016 are as follows: Year Ended December 31, 2017 2016 US federal statutory income tax rate 30 % 30 State tax - net of benefit 4 % 4 % 34 % 34 % Permanent differences (12 )% 2 % Reserves and accruals (5 )% (21 )% Estimated change in federal tax rate (137 )% - Changes in deferred tax assets 4 % 32 % Other (8 )% (9 )% Increase in valuation allowance 123 % (38 )% Effective tax rate 0 % 0 % The components of the Company’s deferred tax assets for federal and state income taxes as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Deferred income tax assets Net operating loss carryforwards $ 5,926,021 $ 7,927,043 Reserves and accruals 355,057 321,448 Valuation allowance (6,281,078 ) (8,248,491 ) $ - $ - The Company’s deferred tax assets consist primarily of net operating loss (“NOL”) carry forwards of approximately $5,926,000 and $7,927,000 at December 31, 2017 and 2016, respectively. At December 31, 2017, the Company had NOL carry forwards for Federal and California income tax purposes totaling approximately $23.8 million and $23.2 million, respectively. At December 31, 2016, the Company had NOL carry forwards for Federal and California income tax purposes totaling approximately $23.4 million and $22.2 million, respectively. The Company’s valuation allowance decreased by approximately $2 million for the year ended December 31, 2017, and increased by approximately $459,000 for the year ended December 31, 2016. Federal and California NOL’s have begun to expire and fully expire in 2037. 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 has experienced a change in ownership due to the significant amount of common stock which has been issued to satisfy convertible notes payable. 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 2015 through 2017 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 2014 through 2017 and currently does not have any ongoing tax examinations. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of the transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118. 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, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS In the first quarter ended March 31, 2018 the Company issued 426,518,000 shares of common stock to Tarpon Bay Partners pursuant to 3a10 transaction entered into on October 11, 2017. On January 28, 2018, Mr. Chris Nichols and Mr. Joseph Sparano (the “Directors”) voluntarily resigned as members of the Board of Directors of BlueFire Renewables, Inc. (the “Company”), and all other positions with the Company to which they have been assigned regardless of whether they served in such capacity, effective immediately. The Directors’ resignations were not as a result of any disagreements with the Company. On March 23, 2018 the Company entered into a Revolving Line of Credit with an accredited investor for up to $100,000 at the lenders discretion with an initial draw of $25,000. The line of credit accrues interest at 5% per annum. The line of credit becomes payable when the Company receives over $100,000 in investment. The Company can pay any time with no prepayment penalty. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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 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, 2017 the Company has negative working capital of approximately $4,954,580. Management has estimated that operating expenses for the next 12 months will be approximately $120,000, excluding any salary costs, for full-time or part-time employees, or 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 2018, the Company intends to fund its operations with any additional funding that can be secured in the form of equity or debt the potential sale of Fulton Project equity ownership, and from a potential merger or sale of the Company. As of April 17, 2018, the Company expects the current resources available to them will only be sufficient for a period of less than one month unless significant additional financing is received. Management has determined that the general expenditures must be remain 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, operating results, and ability to continue operating. 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 (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-refinery to be 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 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 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 or straight line 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, 2017 and 2016, 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 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. |
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, 2017 or 2016. |
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. |
Project Development | Project Development Project development costs are either expensed or capitalized. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the research and development expenses related to the Company’s future cellulose-to-ethanol production facilities. During the years ended December 31, 2017 and 2016, project development were approximately $87,000 and $288,000, respectively, and consisted primarily of payroll expense. |
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. |
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 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, 2017 and 2016. As of December 31, 2017 and 2016, the warrant liability and derivative liability are considered Level 2 items, see Notes 5, 6, and 9. As of December 31, 2017 and 2016, the Company’s redeemable noncontrolling interest is considered a Level 3 item and changed during 2016 and 2017 due to the following: Balance as of January 1, 2017 $ 860,980 Net loss attributable to noncontrolling interest 1,603 Balance at December 31, 2017 $ 859,377 See Note 8 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. |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives. Design and development of new products are important elements to achieve and maintain profitability in the Company’s industry segment. The Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate 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 | 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. |
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 statements 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, 2017 and 2016, the Company had no options and no warrants outstanding, respectively. The effects of the convertible notes payable for the years ended December 31, 2017 and 2016 haven’t been presented as their effects would be anti-dilutive. |
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 - Non-Controlling Interest | Redeemable - Noncontrolling Interest Redeemable interest held by third parties in subsidiaries owned or controlled by the Company is reported on the consolidated balance sheets outside permanent equity. 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 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. 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 does not expect the standard to have a material impact on its consolidated 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 does not expect the standard to have a material impact on its 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 consolidated financial statements. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Redeemable Non-controlling Interest Considered Level Three | As of December 31, 2017 and 2016, the Company’s redeemable noncontrolling interest is considered a Level 3 item and changed during 2016 and 2017 due to the following: Balance as of January 1, 2017 $ 860,980 Net loss attributable to noncontrolling interest 1,603 Balance at December 31, 2017 $ 859,377 |
Composition of Certain Balanc23
Composition of Certain Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: December 31, 2017 December 31, 2016 Office equipment 53,361 53,361 Furniture and fixtures 28,962 28,962 Property and equipment - Gross 82,323 82,323 Accumulated depreciation (82,323 ) (82,323 ) Property and equipment - Net of depreciation $ - $ - |
Schedule of Accrued Liabilities | Accrued liabilities December 31, 2017 December 31, 2016 Payroll and related benefits $ 822,077 $ 1,345,208 Accrued interest 63,977 52,017 Convertible accounts payable and accrued liabilities (1) 986,045 - Accrued interest – related party 98,985 61,709 Other 127,414 90,266 Total $ 2,098,498 $ 1,549,200 (1) Accounts payable and accrued payroll liabilities that are part of the 3a10 transaction with Tarpon Bay. |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Short-term Debt [Line Items] | |
Schedule of Fair Market Value of the Conversion Features Using the Black-Scholes Pricing Model | The Company used the following range of assumptions for the year ended December 31, 2017: Year ended December 31, 2017 Annual dividend yield - Expected life (years) 0.50- 0.277 Risk-free interest rate 1.25% - 1.39 % Expected volatility 188% -192 % |
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) December 31, 2015 Annual dividend yield - - Expected life (years) 0.99 1.25 – 2.00 Risk-free interest rate 0.56 % 0.61 – 1.06 % Expected volatility 188 % 282 - 304 % |
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 | The Company used the following range of assumptions for the years ended December 31: December 31, 2017 December 31, 2016 Annual dividend yield - - Expected life (years) 0.5 0.16 – 0.5 Risk-free interest rate 0.74 – 1.00 % 0.47 – 0.51 % Expected volatility 143 - 174 % 176 - 196 % |
Liabilities Purchase Agreement
Liabilities Purchase Agreement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Liabilities Purchase Agreement | |
Schedule of Assumptions Used | The Company used the following range of assumptions for the year ended December 31, 2017: Year ended December 31, 2017 Annual dividend yield - Expected life (years) 2.00 - 1.78 Risk-free interest rate 1.51% - 1.89 % Expected volatility 189% -197 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016. Year Ended December 31, 2017 2016 Current tax provision Federal $ - $ - State 2,800 2,940 Total $ 2,800 $ 2,940 Deferred tax provision (benefit) Federal 1,980,983 (382,631 ) State (13,570 ) (76,619 ) Valuation allowance (1,967,413 ) 459,250 Total - Total provision for income taxes $ 2,800 $ 2,940 |
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, 2017 and 2016 are as follows: Year Ended December 31, 2017 2016 US federal statutory income tax rate 30 % 30 State tax - net of benefit 4 % 4 % 34 % 34 % Permanent differences (12 )% 2 % Reserves and accruals (5 )% (21 )% Estimated change in federal tax rate (137 )% - Changes in deferred tax assets 4 % 32 % Other (8 )% (9 )% Increase in valuation allowance 123 % (38 )% Effective tax rate 0 % 0 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets for federal and state income taxes as of December 31, 2017 and 2016 consisted of the following: 2017 2016 Deferred income tax assets Net operating loss carryforwards $ 5,926,021 $ 7,927,043 Reserves and accruals 355,057 321,448 Valuation allowance (6,281,078 ) (8,248,491 ) $ - $ - |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2007 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 23, 2010 | |
Proceeds from issuance of common stock sold for cash | $ 14,500,000 | |||
Working capital deficit | $ 4,954,580 | |||
Estimated operating expenses | 646,489 | $ 1,244,255 | ||
Percentage of ownership interest sold | 99.00% | |||
Reserve allowance | ||||
Property and equipment depreciation method | The Companys 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 charges | ||||
Research and development costs | 87,000 | $ 288,000 | ||
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 | |||
Options [Member] | ||||
Antidilutive securities | ||||
Warrant [Member] | ||||
Antidilutive securities | ||||
Minimum [Member] | ||||
Property and equipment, fixed assets are depreciated using the straight-line method period | 3 years | |||
Maximum [Member] | ||||
Property and equipment, fixed assets are depreciated using the straight-line method period | 5 years | |||
Investor [Member] | ||||
Percentage of ownership interest sold | 1.00% | |||
Fulton Project [Member] | ||||
Estimated construction costs | $ 300,000,000 | |||
Next Twelve Months [Member] | ||||
Estimated operating expenses | $ 120,000 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Redeemable Non-controlling Interest Considered Level Three (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Balance at the beginning | $ 860,980 | |
Net loss attributable to non controlling interest | 1,603 | $ 4,634 |
Balance at the end | $ 859,377 | $ 860,980 |
Development Contract (Details N
Development Contract (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2009 | Feb. 28, 2007 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Revenue from grants | ||||
Reimbursements received amount | $ 14,164,964 | |||
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] | Maximum [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Revenue from grants | $ 40,000,000 |
Composition of Certain Balanc30
Composition of Certain Balance Sheet Accounts (Details Narrative) - USD ($) | Dec. 29, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | |||
Proceeds from sale of land | $ 195,000 | $ 175,328 | |
Depreciation expense | $ 0 | $ 275 |
Composition of Certain Balanc31
Composition of Certain Balance Sheet Accounts - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Office equipment | $ 53,361 | $ 53,361 |
Furniture and fixtures | 28,962 | 28,962 |
Property and equipment - Gross | 82,323 | 82,323 |
Accumulated depreciation | (82,323) | (82,323) |
Property and equipment - Net of depreciation |
Composition of Certain Balanc32
Composition of Certain Balance Sheet Accounts - Schedule of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Payroll and related benefits | $ 822,077 | $ 1,345,208 | |
Accrued interest | 63,977 | 52,017 | |
Convertible accounts payable and accrued liabilities | [1] | 986,045 | |
Accrued interest - related party | 98,985 | 61,709 | |
Other | 127,414 | 90,266 | |
Total | $ 1,112,453 | $ 1,549,200 | |
[1] | Accounts payable and accrued payroll liabilities that are part of the 3a10 transaction with Tarpon Bay. |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Oct. 11, 2017 | Apr. 02, 2015 | Dec. 17, 2014 | Nov. 08, 2014 | Aug. 08, 2014 | Apr. 24, 2014 | Apr. 08, 2014 | Aug. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||||||||||
Loss on excess fair value of derivative liability | $ 890,640 | $ 36,317 | ||||||||
Amortization of debt discount | 26,381 | 53,977 | ||||||||
Note converted into stock, amount | 28,201 | 52,950 | ||||||||
Purchase Agreement With Kodiak [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Maximum value commitment to purchase shares | $ 1,500,000 | |||||||||
Tarpon Bay Partners, LLC [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Notes payable maturity date | Apr. 11, 2018 | |||||||||
Fair value of derivative liability | 59,486 | |||||||||
Remaining value of notes, net of discount | 27,489 | |||||||||
Day one loss value | 66,672 | |||||||||
Gain loss on derivative liability | 7,186 | |||||||||
Debt fee | $ 50,000 | $ 49,981 | ||||||||
Common shares of discount to lowest closing bid price, percentage | 50.00% | |||||||||
Amortization interest expense | $ 22,491 | |||||||||
JMJ Convertible Note [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Principal amount on notes payable | $ 100,000 | |||||||||
Convertible note | $ 250,000 | |||||||||
Notes payable maturity date | Apr. 1, 2017 | |||||||||
Percentage of debt discount | 10.00% | |||||||||
Convertible note description | 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). | |||||||||
Issuance 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 | 32,886 | 77,114 | ||||||||
Remaining value of notes, net of discount | $ 0 | |||||||||
Note converted into stock | 105,741,400 | |||||||||
Note converted into stock, amount | $ 52,950 | |||||||||
Accrued interest | 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 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 | |||||||||
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 | |||||||||
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 | 21,111 | ||||||||
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 | $ 0 | ||||||||
Gain loss on derivative liability | 0 | |||||||||
Debt fee | 3,200 | |||||||||
Reclassified additional paid in capital amount | 30,353 | |||||||||
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 |
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 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | |||
Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 33 months 7 days | |||
Risk-free interest rate | 1.39% | |||
Expected volatility | 192.00% | |||
Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 6 months | |||
Risk-free interest rate | 1.25% | |||
Expected volatility | 188.00% | |||
JMJ Convertible Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | 0.00% | ||
Expected life (year) | 11 months 26 days | |||
Risk-free interest rate | 0.56% | |||
Expected volatility | 188.00% | |||
JMJ Convertible Note [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 1 year 2 months 30 days | |||
Risk-free interest rate | 0.61% | |||
Expected volatility | 282.00% | |||
JMJ Convertible Note [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 2 years | |||
Risk-free interest rate | 1.06% | |||
Expected volatility | 304.00% | |||
Tarpon Bay Convertible Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Annual dividend yield | 0.00% | 0.00% | ||
Expected life (year) | 6 months | |||
Tarpon Bay Convertible Note [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 1 month 27 days | |||
Risk-free interest rate | 0.74% | 0.47% | ||
Expected volatility | 143.00% | 1.76% | ||
Tarpon Bay Convertible Note [Member] | Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Expected life (year) | 6 months | |||
Risk-free interest rate | 1.00% | 0.51% | ||
Expected volatility | 174.00% | 196.00% |
Liabilities Purchase Agreemen35
Liabilities Purchase Agreement (Details Narrative) - USD ($) | Oct. 11, 2017 | Dec. 31, 2007 | Dec. 31, 2017 | Sep. 27, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock issued during period, shares | 426,518,000 | ||||
Proceeds from common stock | $ 14,500,000 | ||||
Common stock issued during period, values | |||||
Derivative liability | 823,968 | ||||
Derivative liability | 798,613 | ||||
Gain on derivative | 23,355 | ||||
Tarpon Bay Partners, LLC [Member] | |||||
Settlement liabilities amount | $ 999,630 | ||||
Common stock, par value | $ 0.001 | ||||
Success fee note | $ 50,000 | $ 49,981 | |||
Maturity date | Apr. 11, 2018 | ||||
Common stock issued during period, shares | 37,000,000 | ||||
Proceeds from common stock | $ 19,797 | ||||
Fees received | 6,212 | ||||
Settle outstanding vendor payables | 13,585 | ||||
Common stock issued during period, values | 44,400 | ||||
Cost of transaction | 30,815 | ||||
Estimated fair value of all settlement shares to be issued | $ 1,666,000 |
Liabilities Purchase Agreemen36
Liabilities Purchase Agreement - Schedule of Assumptions Used (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Annual dividend yield | 0.00% |
Minimum [Member] | |
Expected life (years) | 33 months 7 days |
Risk-free interest rate | 1.39% |
Expected volatility | 192.00% |
Maximum [Member] | |
Expected life (years) | 6 months |
Risk-free interest rate | 1.25% |
Expected volatility | 188.00% |
Derivative Liabilities [Member] | |
Annual dividend yield | 0.00% |
Derivative Liabilities [Member] | Minimum [Member] | |
Expected life (years) | 2 years |
Risk-free interest rate | 1.51% |
Expected volatility | 189.00% |
Derivative Liabilities [Member] | Maximum [Member] | |
Expected life (years) | 1 year 9 months 11 days |
Risk-free interest rate | 1.89% |
Expected volatility | 197.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 29, 2016 | Nov. 12, 2015 | Jul. 20, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | 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 | $ 44,600 | $ 123,000 | |||||
Accrued lease payments | 344,320 | $ 298,468 | |||||
Fulton Project Lease [Member] | Itawamba [Member] | |||||||
Accrued lease payments | $ 48,794 | ||||||
SEC Notice and Settlement [Member] | |||||||
Civil penalties payable amount | $ 25,000 | ||||||
Civil penalties paid | $ 5,000 | ||||||
Civil penalties balance outstanding amount | $ 20,000 | ||||||
Independent Board Member 1 [Member] | |||||||
Accrued compensation | $ 5,000 | ||||||
Independent Board Member 2 [Member] | |||||||
Accrued compensation | 5,000 | ||||||
CEO and Vice-President [Member] | |||||||
Cash compensation | $ 5,000 |
Redeemable Non-controlling In38
Redeemable Non-controlling Interest (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 23, 2010 | Dec. 31, 2017 | 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 | $ 860,980 | $ 862,500 |
Net income (loss) attributable to redeemable noncontrolling interest | $ 1,603 | $ 4,634 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - $ / shares | May 06, 2016 | Dec. 31, 2017 | Dec. 14, 2017 | Dec. 31, 2016 |
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 authorized | 5,000,000,000 | 5,000,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Speirs Settlement [Member] | ||||
Number of common shares returned to treasury during the period | 5,740,741 | |||
Minimum [Member] | ||||
Common stock, shares authorized | 500,000,000 | |||
Common stock, par value | $ 0.001 | |||
Maximum [Member] | ||||
Common stock, shares authorized | 5,000,000,000 | |||
Common stock, par value | $ 0.001 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Aug. 17, 2017USD ($) | Mar. 13, 2016USD ($) | Apr. 10, 2014USD ($) | Dec. 15, 2010USD ($)$ / sharesshares | May 02, 2006USD ($)gal | Mar. 02, 2006USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 10, 2011USD ($) | Dec. 23, 2010 |
Equity owned percentage | 1.00% | |||||||||
Line of credit, amount outstanding | $ 256,245 | |||||||||
Line of credit, maximum amount of credit line | $ 275,000 | $ 125,000 | $ 55,000 | |||||||
Line of credit, remaining balance | 18,755 | |||||||||
Line of credit, additional borrowing | 100,000 | |||||||||
Accrued interest | 63,977 | $ 52,017 | ||||||||
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 | ||||||||
Line of Credit [Member] | ||||||||||
Accrued interest | 68,985 | 31,709 | ||||||||
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 | |||||||||
Accrued salary | 379,950 | 339,000 | ||||||||
Chief Executive Officer [Member] | 3 A 10 [Member] | ||||||||||
Accrued salary | 125,145 | |||||||||
Employees [Member] | ||||||||||
Accrued salary | 1,663,695 | $ 1,330,777 | ||||||||
Tarpon Bay Partners LLC [Member] | ||||||||||
Accrued salary | 831,000 | |||||||||
Accrued salary reduced transaction | $ 10,189 | |||||||||
Technology License Agreement [Member] | Arkenol, Inc. [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 | |||||||||
Asset Transfer Agreement [Member] | ARK Energy, Inc. [Member] | ||||||||||
Equity owned percentage | 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, 2017 | Dec. 31, 2016 | |
Operating loss carry forwards | $ 5,926,000 | $ 7,297,000 |
Change in deferred tax asset valuation allowance | $ 2,000,000 | $ 459,000 |
Income tax reconciliation description | Tax Cuts and Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018. | |
Corporate income tax rate | 30.00% | 30.00% |
Federal [Member] | ||
Operating loss carry forwards | $ 23,800,000 | $ 23,400,000 |
Operating loss carry forwards expiration year | 2,037 | |
California [Member] | ||
Operating loss carry forwards | $ 23,200,000 | $ 22,200,000 |
Operating loss carry forwards expiration year | 2,037 | |
Tax Reform [Member] | ||
Corporate income tax rate | 21.00% |
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, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current tax provision, Federal | ||
Current tax provision, State | 2,800 | 2,940 |
Total | 2,800 | 2,940 |
Deferred tax provision (benefit), Federal | 1,980,983 | (382,631) |
Deferred tax provision (benefit), State | (13,570) | (76,619) |
Deferred tax provision (benefit), Valuation Allowance | (1,967,413) | 459,250 |
Total Provision for income taxes | $ 2,800 | $ 2,940 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 | (12.00%) | 2.00% |
Reserves and accruals | (5.00%) | (21.00%) |
Estimated change in federal tax rate | 137.00% | 0.00% |
Changes in deferred tax assets | 4.00% | 32.00% |
Other | (8.00%) | (9.00%) |
Increase in valuation allowance | 12.30% | (38.00%) |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 5,926,021 | $ 7,927,043 |
Reserves and accruals | 355,057 | 321,448 |
Valuation allowance | (6,281,078) | (8,248,491) |
Total |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 23, 2018 | Aug. 17, 2017 | Mar. 13, 2016 | Apr. 10, 2014 | Mar. 31, 2018 | Dec. 31, 2017 |
Common stock issued during period, shares | 426,518,000 | |||||
Line of credit initial draw | $ 275,000 | $ 125,000 | $ 55,000 | |||
Proceeds from line of credit | $ 100,000 | |||||
Subsequent Event [Member] | Tarpon Bay Partners LLC [Member] | ||||||
Common stock issued during period, shares | 426,518,000 | |||||
Subsequent Event [Member] | Accredited Investor [Member] | ||||||
Revolving line of credit | $ 100,000 | |||||
Line of credit initial draw | $ 25,000 | |||||
Line of credit, interest rate | 5.00% | |||||
Proceeds from line of credit | $ 100,000 |