Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 21, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Bluefire Renewables, Inc. | |
Entity Central Index Key | 1,370,489 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 926,471,109 | |
Trading Symbol | BFRE | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 5,816 | $ 67 |
Prepaid expenses | 977 | 3,894 |
Total current assets | 6,793 | 3,961 |
Property and equipment, net of accumulated depreciation of $39,220 and $82,323, respectively | ||
Total assets | 6,793 | 3,961 |
Current liabilities: | ||
Accounts payable | 1,101,892 | 1,103,207 |
Accrued liabilities | 1,125,822 | 1,112,453 |
Convertible accounts payable and accrued liabilities | 944,350 | 986,045 |
Notes payable | 445,000 | 420,000 |
Line of credit, related party | 256,245 | 256,245 |
Note payable to a related party | 200,000 | 200,000 |
Convertible notes payable, net of discount of $2,499 and $27,489, respectively | 47,483 | 22,492 |
Derivative liabilities | 805,848 | 858,099 |
Total current liabilities | 4,926,640 | 4,958,541 |
Total liabilities | 4,926,640 | 4,958,541 |
Commitments and contingencies (Note 7) | ||
Redeemable noncontrolling interest | 859,377 | 859,377 |
Stockholders' deficit: | ||
Preferred stock, no par value, 1,000,000 shares authorized; 51 and 51 shares issued and outstanding as of March 31, 2018, and December 31, 2017, respectively | ||
Common stock, $0.001 par value; 5,000,000,000 shares authorized; 849,726,109 and 499,680,109 shares issued and 849,693,938 and 499,647,938 outstanding, as of March 31, 2018, and December 31, 2017, respectively | 849,727 | 499,681 |
Additional paid-in capital | 16,896,450 | 17,080,374 |
Treasury stock at cost, 32,172 shares | (101,581) | (101,581) |
Accumulated deficit | (23,423,820) | (23,292,431) |
Total stockholders' deficit | (5,779,224) | (5,813,957) |
Total liabilities and stockholders' deficit | $ 6,793 | $ 3,961 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation | $ 39,220 | $ 82,323 |
Convertible notes payable current, discount | $ 2,499 | $ 27,489 |
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 | 800,264,109 | 499,680,109 |
Common stock, shares outstanding | 800,231,938 | 499,647,938 |
Treasury stock, shares | 32,172 | 32,172 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Department of Energy grant revenue | ||
Total revenues | ||
Cost of revenue | ||
Gross margin | ||
Operating expenses: | ||
Project development | 30,803 | |
General and administrative | 102,370 | 175,925 |
Total operating expenses | 102,370 | 206,728 |
Operating loss | (102,370) | (206,728) |
Other income and (expense): | ||
Amortization of debt discount | (24,991) | (3,889) |
Interest expense | (4,785) | (13,680) |
Related party interest expense | (7,684) | (7,147) |
Gain from disposal of assets | 1,000 | |
Gain (loss) from change in fair value of derivative liability | 8,408 | (1,021) |
Total other income and (expense) | (28,052) | (25,737) |
Loss before income taxes | (130,422) | (232,465) |
Provision for income taxes | 967 | |
Net loss | (131,389) | (232,465) |
Net loss attributable to noncontrolling interest | (864) | |
Net loss attributable to controlling interest | $ (131,389) | $ (231,601) |
Basic and diluted loss per common share | $ 0 | $ 0 |
Weighted average common shares outstanding, basic and diluted | 771,177,751 | 408,203,492 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (131,389) | $ (232,465) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (gain) from change in fair value of derivative liability | (8,408) | 1,021 |
Amortization of debt discounts | 24,991 | 3,889 |
Excess fair value of shares issued | 62,714 | |
Gain on disposal of assets | (1,000) | |
Share based compensation | 17,870 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 2,917 | (29,167) |
Accounts payable | (1,315) | (4,788) |
Accrued liabilities | 13,369 | 106,368 |
Net cash used in operating activities | (20,251) | (155,142) |
Cash flows from financing activities: | ||
Proceeds from line of credit/notes payable | 25,000 | |
Proceeds from the sale of assets | 1,000 | |
Net cash provided by financing activities | 26,000 | |
Net change in cash and cash equivalents | 5,749 | (155,142) |
Cash and cash equivalents beginning of period | 67 | 161,991 |
Cash and cash equivalents end of period | 5,816 | 6,849 |
Supplemental schedule of non-cash investing and financing activities: | ||
Relief of accrued payables and accrued liabilities through issuance of common stock. | 41,695 | |
Derivative liability reclassed to additional paid-in capital | $ 43,240 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2018 | |
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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern The Company has incurred losses since inception. Management has funded operations primarily through proceeds received in connection with a reverse merger, loans from its Chief Executive Officer, the private placement of the Company’s common stock in December 2007 for net proceeds of approximately $14,500,000, the issuance of convertible notes with warrants in July and August of 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 March 31, 2018, the Company has negative working capital of approximately $4,919,847. 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 May 21, 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 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, 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. We estimate the total construction cost of the bio-refinery to be in the range of approximately $300 million for the Fulton Project. These cost approximations do not reflect any increase/decrease in raw materials or any fluctuation in construction cost 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 this facility 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. Risks and Uncertainties The Company has a limited operating history and has not generated revenues from our planned principal operations. The Company’s business and operations are very sensitive to general business and economic conditions in the U.S. and worldwide. Specifically, these conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general price of crude oil and gasoline. 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, seeking a strategic merger, selling the Company or potentially selling equity in the Company’s proposed projects, if possible, 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. We have no definitive agreement with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities. We cannot guarantee that we will be able to negotiate a business combination or merger on favorable terms. Throughout 2018, the Company intends to fund its operations by seeking additional funding in the form sales of equity or debt instruments, the potential sale of Fulton Project equity ownership, or other projects, and/or from a potential merger. No assurances can be given that we will be able to fund our operations from the sales of equity or debt instruments, the potential sale of the Fulton Project equity ownership, or other projects, and/or from a potential merger. The Company’s business, industry and 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 achieving and maintaining profitability in the Company’s industry segment. As a result, the Company’s products may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance our current products on a timely and cost-effective basis. The Company 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. The risks related to the Company’s plans to sell engineering services are that the Company currently has no sales and limited marketing capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if we decide to market any of our services. Developing a marketing and sales force is also time consuming and could delay the launch of our future bio-ethanol plants. In addition, the Company will compete with other engineering companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote sales and marketing. The Company’s products must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, the Company may not be able to adapt new or enhanced products to emerging industry standards, and the Company’s new products may not be favorably received. Nor may we have the capital resources to further the development of existing and/or new ones. Due to the continuing capital constraints at the Company, John Cuzens, our Chief Technology Officer and Senior VP, has begun employment as an engineer in an industry that we feel does not compete with the Company. Mr. Cuzens remains the Chief Technology Officer of the Company, however, his time spent working on BlueFire projects is severely limited and is on a consulting basis. His technical and engineering expertise, including his familiarity with the Arkenol Technology, is important to BlueFire and our failure to retain Mr. Cuzens on a full-time basis, or to attract and retain additional qualified personnel, could adversely affect our planned operations. We do not currently carry key-man life insurance on any of our officers. The long time horizon of project development and financing for the Company’s intended biorefinery projects may make it difficult to keep key project contracts active and in force with the Company’s limited resources. There is no guarantee the Company can keep them active or find suitable replacements if they do expire or are canceled. Lastly, the Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate material expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company’s financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. Basis of Presentation The accompanying unaudited consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2017. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year. Principles of Consolidation The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned subsidiary, BlueFire Ethanol, Inc. BlueFire Ethanol Lancaster, LLC, BlueFire Fulton Renewable Energy LLC (excluding 1% interest sold) and SucreSource LLC are wholly-owned subsidiaries of BlueFire Ethanol, Inc. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. Project Development Project development costs are either expensed or capitalized. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the research and development expenses related to the Company’s future cellulose-to-ethanol production facilities. During the three months ended March 31, 2018 and 2017, research and development costs included in Project Development were approximately $0 and $31,000, respectively. Convertible Debt Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20 “Debt with Conversion and Other Options”. ASC 470-20 governs the calculation of an embedded beneficial conversion, which is treated as an additional discount to the instruments where derivative accounting (explained below) does not apply. The amount of the value of warrants and beneficial conversion feature may reduce the carrying value of the instrument to zero, but no further. The discounts relating to the initial recording of the derivatives or beneficial conversion features are accreted over the term of the debt. The Company calculates the fair value of warrants and conversion features issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718 “Compensation – Stock Compensation”, except that the contractual life of the warrant or conversion feature is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. The Company accounts for modifications of its BCF’s in accordance with ASC 470-50 “Modifications and Extinguishments”. ASC 470-50 requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment. 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. F air Value of Financial Instruments The Company follows the guidance of ASC 820 – “Fair Value Measurement and Disclosure”. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company did not have any Level 1 financial instruments at March 31, 2018 or December 31, 2017. As of March 31, 2018 and December 31, 2017, the Company’s derivative liabilities are considered a Level 2 item (see Notes 3 and 4). As of March 31, 2018 and December 31, 2017 the Company’s redeemable noncontrolling interest is considered a Level 3 item and changed during the three months ended March 31, 2018 as follows. Balance at December 31, 2017 $ 859,377 Net loss attributable to noncontrolling interest - Balance at March 31, 2018 $ 859,377 See Note 8 for details of valuation and changes during the years 2018 and 2017. The carrying amounts reported in the accompanying consolidated financial statements for current assets and current liabilities approximate the fair value because of the immediate or short term maturities of the financial instruments. Concentrations of Credit Risk 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 may have 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 statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. As of March 31, 2018 and 2017, the Company had no warrants or other instruments outstanding. Pursuant to the 3a10 transaction entered into with Tarpon Bay Partner’s, there is potentially up to our current authorized amount of common shares issuable available to be issued to settle liabilities and the note payable to Tarpon Bay Partners. 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 is evaluating the impact of the standard 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 has adopted the selected transition method and has determined there is no impact of the new standard 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. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 3 - NOTES PAYABLE For the below convertible notes, the Company determined that since the conversion prices are variable and do not contain a floor, the conversion feature represents a derivative liability upon the ability to convert the loan after the six- month period specified above. Since the conversion feature is only convertible after six months, there is no derivative liability upon issuance. However, the Company will account for the derivative liability upon the passage of time and the note becoming convertible if not extinguished. 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 three months ended March 31, 2018 or the year ended December 31, 2017. Tarpon Bay Convertible Notes Pursuant to a contemplated 3(a)10 transaction, which would be used to reduce aged liabilities of the Company, with Tarpon Bay Partners LLC (“Tarpon”), on August 31, 2016, the Company issued to Tarpon a convertible promissory note in the principal amount of $25,000 (the “Tarpon Initial Note”). Under the terms of the Tarpon Initial Note, the Company shall pay Tarpon $25,000 on the date of maturity which was February 28, 2017. This note 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 three months ended March 31, 2018, amortization of $0, was recognized related to the discount on the note. As of March 31, 2018, 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 year ended December 31: Year Ended December 31, 2017 Annual dividend yield - Expected life (years) 0.5-0.01 Risk-free interest rate 0.74 – 1.00 % Expected volatility 143 - 174 % 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 three months ended March 31, 2018, amortization of $24,991, was recognized to interest expense related to the discount on the note. As of March 31, 2018, a discount of $2,499 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 March 31, 2018 being valued at $67,627, which resulted in a loss of $8,141. The Company used the following assumptions for the three months ended March 31, 2018: March 31, 2018 Annual dividend yield - Expected life (years) 0.5 Risk-free interest rate 1.63 % Expected volatility 198.18 % Kodiak Promissory Note On December 17, 2014, the Company entered into the equity Purchase Agreement with Kodiak. Pursuant to the terms of the Purchase Agreement, for a period of twenty-four (24) months commencing on the date of effectiveness of the registration statement, Kodiak shall commit to purchase up to $1,500,000 of Put Shares, pursuant to Puts (as defined in the Purchase Agreement), covering the Registered Securities (as defined in the Purchase Agreement). See Note 9 for more information. As further consideration for Kodiak entering into and structuring the Purchase Agreement, the Company issued Kodiak a promissory note in the principal aggregate amount of $60,000 (the “Kodiak Note”) that bears no interest and has maturity date of July 17, 2015. No funds were received for this note. The Company is currently in default of the Kodiak Note. As of March 31, 2018, the balance outstanding on the Kodiak Note was $40,000. Revolving Line of Credit 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. During the three months ended March 31, 2018, the company accrued approximately $35 in interest on the initial draw of the line of credit. |
Liabilities Purchase Agreement
Liabilities Purchase Agreement | 3 Months Ended |
Mar. 31, 2018 | |
Liabilities Purchase Agreement | |
Liabilities Purchase Agreement | NOTE 4 – 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. In connection with the settlement, during the three months ended March 31, 2018, the Company has issued 350,046,000 shares of Common Stock to Tarpon in which gross proceeds of $59,565 were generated from the sale of the Common Stock. In connection with the transaction, Tarpon received fees of $17,870 and providing payments of $41,695 to settle outstanding vendor payables. The Company valued these shares at $122,279 and recorded the difference of $62,714 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 March 31, 2018 being valued at $738,221, which resulted in a gain of $16,549. The derivative is revalued each payment date and at quarter end. The Company used the following range of assumptions for the quarter ended March 31, 2018: March 31, 2018 Annual dividend yield - Expected life (years) of 1.78 – 1.53 Risk-free interest rate 2.13% - 2.33% Expected volatility 192% - 198% Approximately $43,800 was reclassed to APIC in connection with this derivative. Subsequent to March 31, 2018, the Company issued 76,745,000 shares of common stock to settle additional liabilities purchased by Tarpon Bay. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 - 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. 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. Fulton Project Lease On July 20, 2010, the Company entered into a thirty year lease agreement with Itawamba County, Mississippi for the purpose of the development, construction, and operation of the Fulton Project. At the end of the primary 30 year lease term, the Company shall have the right for two additional thirty year terms. The current lease rate is computed based on a per acre rate per month that is approximately $10,300 per month. The lease stipulates the lease rate is to be reduced at the time of the construction start by a Property Cost Reduction Formula which can substantially reduce the monthly lease costs. The lease rate shall be adjusted every five years to the Consumer Price Index. 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 $0 and $30,900 during the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018 and December 31, 2017, $344,320 and $344,320 of the monthly lease payments were included in accounts payable on the accompanying consolidated balance sheets, respectively. As of March 31, 2018, 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 - RELATED PARTY TRANSACTIONS Loan Agreement On December 15, 2010, the Company entered into a loan agreement (the “Loan Agreement”) by and between Arnold Klann, the Chief Executive Officer, Chairman of the board of directors and majority shareholder of the Company, as lender (the “Lender”), and the Company, as borrower. Pursuant to the Loan Agreement, the Lender agreed to advance to the Company a principal amount of Two Hundred Thousand United States Dollars ($200,000) (the “Loan”). The Loan Agreement requires the Company to (i) pay to the Lender a one-time amount equal to fifteen percent (15%) of the Loan (the “Fee Amount”) in cash or shares of the Company’s common stock at a value of $0.50 per share, at the Lender’s option; and (ii) issue the Lender warrants allowing the Lender to buy 500,000 common shares of the Company at an exercise price of $0.50 per common share. The Company has promised to pay in full the outstanding principal balance of any and all amounts due under the Loan Agreement within thirty (30) days of the Company’s receipt of investment financing or a commitment from a third party to provide One Million United States Dollars ($1,000,000) to the Company or one of its subsidiaries (the “Due Date”), to be paid in cash. These warrants expired on December 15, 2013. Related Party Line of Credit On November 10, 2011, the Company obtained a line of credit in the amount of $40,000 from its Chairman/Chief Executive Officer and, 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 March 31, 2018, 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 March 31, 2018 and December 31, 2017, $77,669 and $68,985 respectively, in accrued interest is owed under this line of credit and included with accrued liabilities. Accrued Salaries As of March 31, 2018 and December 31, 2017, accrued salary due to the Chief Executive Officer included within accrued liabilities was $368,474 and $379,950, respectively. In connection with the 3a10 transaction, the CEO assigned $125,145 to Tarpon Bay. Total accrued and unpaid salary of all employees is $1,625,816 and $1,663,695 as of March 31, 2018, and December 31, 2017, respectively, representing 33 months of accrual at March 31, 2018. Of the total accrued salaries, $792,000 is included in the 3a10 transaction with Tarpon Bay Partners with $48,968 total having been reduced by the 3a10 transaction as of March 31, 2018. |
Redeemable Non-controlling Inte
Redeemable Non-controlling Interest | 3 Months Ended |
Mar. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-controlling Interest | NOTE 7 - REDEEMABLE NONCONTROLLING INTEREST On December 23, 2010, the Company sold a one percent (1%) membership interest in its operating subsidiary, BlueFire Fulton Renewable Energy, LLC (“BlueFire Fulton” or the “Fulton Project”), to an accredited investor for a purchase price of $750,000 (“Purchase Price”). The Company maintains a 99% ownership interest in the Fulton Project. In addition, the investor received a right to require the Company to redeem the 1% interest for $862,500, or any pro-rata amount thereon. The redemption is based upon future contingent events based upon obtaining financing for the construction of the Fulton Project. The third party equity interests in the consolidated joint ventures are reflected as redeemable noncontrolling interests in the Company’s consolidated financial statements outside of equity. The Company accreted the redeemable noncontrolling interest for the total redemption price of $862,500 through the estimated forecasted financial close, originally estimated to be the end of the third quarter of 2011. Net loss attributable to the redeemable noncontrolling interest during for the three months ended March 31, 2018 and 2017 was $0 and $864, respectively which netted against the value of the redeemable non-controlling interest in temporary equity. The allocation of net loss was presented on the consolidated statements of operations. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 8 – 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. 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS On April 12, 2018 the Company issued 76,745,000 shares of common stock to Tarpon Bay pursuant to the 3a10 transaction entered into in October 11, 2017. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The Company has incurred losses since inception. Management has funded operations primarily through proceeds received in connection with a reverse merger, loans from its Chief Executive Officer, the private placement of the Company’s common stock in December 2007 for net proceeds of approximately $14,500,000, the issuance of convertible notes with warrants in July and August of 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 March 31, 2018, the Company has negative working capital of approximately $4,919,847. 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 May 21, 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 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, 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. We estimate the total construction cost of the bio-refinery to be in the range of approximately $300 million for the Fulton Project. These cost approximations do not reflect any increase/decrease in raw materials or any fluctuation in construction cost 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 this facility 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. |
Risks and Uncertainties | Risks and Uncertainties The Company has a limited operating history and has not generated revenues from our planned principal operations. The Company’s business and operations are very sensitive to general business and economic conditions in the U.S. and worldwide. Specifically, these conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general price of crude oil and gasoline. 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, seeking a strategic merger, selling the Company or potentially selling equity in the Company’s proposed projects, if possible, 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. We have no definitive agreement with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities. We cannot guarantee that we will be able to negotiate a business combination or merger on favorable terms. Throughout 2018, the Company intends to fund its operations by seeking additional funding in the form sales of equity or debt instruments, the potential sale of Fulton Project equity ownership, or other projects, and/or from a potential merger. No assurances can be given that we will be able to fund our operations from the sales of equity or debt instruments, the potential sale of the Fulton Project equity ownership, or other projects, and/or from a potential merger. The Company’s business, industry and 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 achieving and maintaining profitability in the Company’s industry segment. As a result, the Company’s products may quickly become obsolete and unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance our current products on a timely and cost-effective basis. The Company 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. The risks related to the Company’s plans to sell engineering services are that the Company currently has no sales and limited marketing capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if we decide to market any of our services. Developing a marketing and sales force is also time consuming and could delay the launch of our future bio-ethanol plants. In addition, the Company will compete with other engineering companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote sales and marketing. The Company’s products must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, the Company may not be able to adapt new or enhanced products to emerging industry standards, and the Company’s new products may not be favorably received. Nor may we have the capital resources to further the development of existing and/or new ones. Due to the continuing capital constraints at the Company, John Cuzens, our Chief Technology Officer and Senior VP, has begun employment as an engineer in an industry that we feel does not compete with the Company. Mr. Cuzens remains the Chief Technology Officer of the Company, however, his time spent working on BlueFire projects is severely limited and is on a consulting basis. His technical and engineering expertise, including his familiarity with the Arkenol Technology, is important to BlueFire and our failure to retain Mr. Cuzens on a full-time basis, or to attract and retain additional qualified personnel, could adversely affect our planned operations. We do not currently carry key-man life insurance on any of our officers. The long time horizon of project development and financing for the Company’s intended biorefinery projects may make it difficult to keep key project contracts active and in force with the Company’s limited resources. There is no guarantee the Company can keep them active or find suitable replacements if they do expire or are canceled. Lastly, the Company may be subject to federal, state and local environmental laws and regulations. The Company does not anticipate material expenditures to comply with such laws and does not believe that regulations will have a material impact on the Company’s financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, and local environmental laws and regulations. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2017. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of BlueFire Renewables, Inc., and its wholly-owned subsidiary, BlueFire Ethanol, Inc. BlueFire Ethanol Lancaster, LLC, BlueFire Fulton Renewable Energy LLC (excluding 1% interest sold) and SucreSource LLC are wholly-owned subsidiaries of BlueFire Ethanol, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates. |
Project Development | Project Development Project development costs are either expensed or capitalized. The costs of materials and equipment that will be acquired or constructed for project development activities, and that have alternative future uses, both in project development, marketing or sales, will be classified as property and equipment and depreciated over their estimated useful lives. To date, project development costs include the research and development expenses related to the Company’s future cellulose-to-ethanol production facilities. During the three months ended March 31, 2018 and 2017, research and development costs included in Project Development were approximately $0 and $31,000, respectively. |
Convertible Debt | Convertible Debt Convertible debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20 “Debt with Conversion and Other Options”. ASC 470-20 governs the calculation of an embedded beneficial conversion, which is treated as an additional discount to the instruments where derivative accounting (explained below) does not apply. The amount of the value of warrants and beneficial conversion feature may reduce the carrying value of the instrument to zero, but no further. The discounts relating to the initial recording of the derivatives or beneficial conversion features are accreted over the term of the debt. The Company calculates the fair value of warrants and conversion features issued with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718 “Compensation – Stock Compensation”, except that the contractual life of the warrant or conversion feature is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. The Company accounts for modifications of its BCF’s in accordance with ASC 470-50 “Modifications and Extinguishments”. ASC 470-50 requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment. |
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 | F air Value of Financial Instruments The Company follows the guidance of ASC 820 – “Fair Value Measurement and Disclosure”. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company did not have any Level 1 financial instruments at March 31, 2018 or December 31, 2017. As of March 31, 2018 and December 31, 2017, the Company’s derivative liabilities are considered a Level 2 item (see Notes 3 and 4). As of March 31, 2018 and December 31, 2017 the Company’s redeemable noncontrolling interest is considered a Level 3 item and changed during the three months ended March 31, 2018 as follows. Balance at December 31, 2017 $ 859,377 Net loss attributable to noncontrolling interest - Balance at March 31, 2018 $ 859,377 See Note 8 for details of valuation and changes during the years 2018 and 2017. The carrying amounts reported in the accompanying consolidated financial statements for current assets and current liabilities approximate the fair value because of the immediate or short term maturities of the financial instruments. |
Concentrations of Credit Risk | Concentrations of Credit Risk 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 may have 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 statement of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities. As of March 31, 2018 and 2017, the Company had no warrants or other instruments outstanding. Pursuant to the 3a10 transaction entered into with Tarpon Bay Partner’s, there is potentially up to our current authorized amount of common shares issuable available to be issued to settle liabilities and the note payable to Tarpon Bay Partners. |
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 is evaluating the impact of the standard 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 has adopted the selected transition method and has determined there is no impact of the new standard 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 Accoun16
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Redeemable Non-controlling Interest Considered Level Three | As of March 31, 2018 and December 31, 2017 the Company’s redeemable noncontrolling interest is considered a Level 3 item and changed during the three months ended March 31, 2018 as follows. Balance at December 31, 2017 $ 859,377 Net loss attributable to noncontrolling interest - Balance at March 31, 2018 $ 859,377 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 assumptions for the three months ended March 31, 2018: March 31, 2018 Annual dividend yield - Expected life (years) 0.5 Risk-free interest rate 1.63 % Expected volatility 198.18 % |
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 year ended December 31: Year Ended December 31, 2017 Annual dividend yield - Expected life (years) 0.5-0.01 Risk-free interest rate 0.74 – 1.00 % Expected volatility 143 - 174 % |
Liabilities Purchase Agreement
Liabilities Purchase Agreement (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Liabilities Purchase Agreement | |
Schedule of Assumptions Used | The Company used the following range of assumptions for the quarter ended March 31, 2018: March 31, 2018 Annual dividend yield - Expected life (years) of 1.78 – 1.53 Risk-free interest rate 2.13% - 2.33% Expected volatility 192% - 198% |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2007 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 23, 2010 | |
Proceeds from issuance of common stock sold for cash | $ 14,500,000 | |||
Working capital deficit | $ 4,919,847 | |||
Estimated operating expenses | 102,370 | $ 206,728 | ||
Percentage of ownership interest sold | 99.00% | |||
Research and development costs | 0 | $ 31,000 | ||
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 | |||
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 Accoun20
Summary of Significant Accounting Policies - Schedule of Redeemable Non-controlling Interest Considered Level Three (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Balance at the beginning | $ 859,377 | |
Net loss attributable to noncontrolling interest | $ 864 | |
Balance at the end | $ 859,377 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 23, 2018 | Oct. 11, 2017 | Dec. 17, 2014 | Nov. 08, 2014 | Aug. 08, 2014 | Apr. 24, 2014 | Apr. 08, 2014 | Aug. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 01, 2018 | Dec. 31, 2017 |
Short-term Debt [Line Items] | |||||||||||||
Debt discount | $ 24,991 | $ 3,889 | |||||||||||
Line of credit | 256,245 | $ 256,245 | |||||||||||
Investor [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Line of credit maximum borrowing | $ 100,000 | ||||||||||||
Line of credit | $ 25,000 | 35 | |||||||||||
Line of credit intereste rate | 5.00% | ||||||||||||
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 | 67,627 | ||||||||||||
Day one loss value | 66,672 | ||||||||||||
Gain loss on derivative liability | 8,141 | ||||||||||||
Debt fee | $ 50,000 | $ 49,981 | |||||||||||
Common shares of discount to lowest closing bid price, percentage | 50.00% | ||||||||||||
Amortization interest expense | $ 24,991 | ||||||||||||
Debt discount | $ 2,499 | ||||||||||||
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% | ||||||||||||
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 | ||||||||||||
Debt discount | 3,889 | $ 21,111 | |||||||||||
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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | ||
Annual dividend yield | 0.00% | |
Expected life (year) | 6 months | |
Risk-free interest rate | 1.63% | |
Expected volatility | 198.18% | |
Tarpon Bay Convertible Note [Member] | ||
Short-term Debt [Line Items] | ||
Annual dividend yield | 0.00% | |
Tarpon Bay Convertible Note [Member] | Minimum [Member] | ||
Short-term Debt [Line Items] | ||
Expected life (year) | 4 days | |
Risk-free interest rate | 0.74% | |
Expected volatility | 143.00% | |
Tarpon Bay Convertible Note [Member] | Maximum [Member] | ||
Short-term Debt [Line Items] | ||
Expected life (year) | 6 months | |
Risk-free interest rate | 1.00% | |
Expected volatility | 174.00% |
Liabilities Purchase Agreemen23
Liabilities Purchase Agreement (Details Narrative) - USD ($) | Oct. 11, 2017 | Dec. 31, 2007 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 27, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 | |||
Proceeds from common stock | $ 14,500,000 | ||||
Common stock issued during period, values | |||||
Derivative liability | 823,968 | ||||
Derivative liability | 738,221 | ||||
Gain on derivative | 16,549 | ||||
Warrants reclassed to APIC | $ 43,800 | ||||
Subsequent Event [Member] | |||||
Common stock issued during period, shares | 76,745,000 | ||||
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 | 350,046,000 | ||||
Proceeds from common stock | $ 59,565 | ||||
Fees received | 17,870 | ||||
Settle outstanding vendor payables | 41,695 | ||||
Common stock issued during period, values | 122,279 | ||||
Cost of transaction | 62,714 | ||||
Estimated fair value of all settlement shares to be issued | $ 1,666,000 |
Liabilities Purchase Agreemen24
Liabilities Purchase Agreement - Schedule of Assumptions Used (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Annual dividend yield | 0.00% |
Expected life (years) of | 6 months |
Risk-free interest rate | 1.63% |
Expected volatility | 198.18% |
Derivative Liabilities [Member] | |
Annual dividend yield | 0.00% |
Derivative Liabilities [Member] | Minimum [Member] | |
Expected life (years) of | 1 year 9 months 11 days |
Risk-free interest rate | 2.13% |
Expected volatility | 192.00% |
Derivative Liabilities [Member] | Maximum [Member] | |
Expected life (years) of | 1 year 6 months 10 days |
Risk-free interest rate | 2.33% |
Expected volatility | 198.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 29, 2016 | Nov. 12, 2015 | Jul. 20, 2010 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | 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 | $ 0 | $ 30,900 | ||||||
Accrued lease payments | 344,320 | $ 344,320 | ||||||
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 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Aug. 17, 2017 | Mar. 13, 2016 | Apr. 10, 2014 | Dec. 15, 2010 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Nov. 10, 2011 |
Loan amount received from a third party | $ 100,000 | |||||||
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 | |||||||
Accrued interest | $ 63,977 | |||||||
Accrued and unpaid salary | 1,625,816 | 1,663,695 | ||||||
3 A 10 [Member] | ||||||||
Total liabilities reduced | 48,968 | |||||||
3 A 10 [Member] | Tarpon Bay Convertible Note [Member] | ||||||||
Accrued salary | 792,000 | |||||||
Line of Credit [Member] | ||||||||
Accrued interest | 77,669 | $ 68,985 | ||||||
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 | 368,474 | $ 379,950 | ||||||
Chief Executive Officer [Member] | 3 A 10 [Member] | ||||||||
Accrued salary | $ 125,145 | |||||||
Loan Agreement [Member] | ||||||||
Net proceeds from related party notes payable | $ 200,000 | |||||||
Loan agreement, one-time fees as a percentage of loan | 15.00% | |||||||
Loan agreement, one-time fees payable in shares of common stock, per-share value | $ 0.50 | |||||||
Loan agreement, warrants issued | 500,000 | |||||||
Warrants exercise price | $ 0.50 | |||||||
Loan amount received from a third party | $ 1,000,000 | |||||||
Warrant expiration date | Dec. 15, 2013 |
Redeemable Non-controlling In27
Redeemable Non-controlling Interest (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 23, 2010 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2011 | |
Noncontrolling Interest [Abstract] | |||||
Ownership interest in BlueFire Fulton Renewable Energy LLC sold | 1.00% | ||||
Proceeds from sale of LLC Unit | $ 750,000 | ||||
Ownership interest in BlueFire Fulton Renewable Energy LLC | 99.00% | ||||
Redeemable noncontrolling interest | $ 862,500 | $ 859,377 | $ 859,377 | $ 862,500 | |
Net income (loss) attributable to redeemable noncontrolling interest | $ 0 | $ 864 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - $ / shares | May 06, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 14, 2017 |
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - shares | Apr. 12, 2018 | Mar. 31, 2018 |
Common stock issued during period, shares | 76,745,000 | |
Tarpon Bay Partners, LLC [Member] | 3 A 10 [Member] | ||
Common stock issued during period, shares | 76,745,000 |