Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54942 | |
Entity Registrant Name | BLUE BIOFUELS, INC. | |
Entity Central Index Key | 0001549145 | |
Entity Tax Identification Number | 45-4944960 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3710 Buckeye Street | |
Entity Address, Address Line Two | Suite 120 | |
Entity Address, City or Town | Palm Beach Gardens | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33410 | |
City Area Code | (888) | |
Local Phone Number | 607-3555 | |
Title of 12(b) Security | Common Stock par value $0.001 | |
Trading Symbol | BIOF | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 282,268,575 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 505,010 | $ 1,164,664 |
Prepaid expenses | 86,780 | 45,051 |
TOTAL CURRENT ASSETS | 591,790 | 1,209,715 |
Other assets | ||
Property and equipment, net of accumulated depreciation and amortization of $111,484 and $273,852 at September 30, 2022 and December 31,2021, respectively. | 359,439 | 377,645 |
Security deposits | 30,276 | 30,276 |
Right of Use Assets, net of accumulated amortization | 167,158 | 65,853 |
Patents | 197,259 | 154,758 |
TOTAL OTHER ASSETS | 754,132 | 628,532 |
TOTAL ASSETS | 1,345,922 | 1,838,247 |
Current liabilities | ||
Accounts payable | 13,744 | 11,059 |
Accounts payable - Related Party | 72,670 | 72,670 |
Deferred wages and director’s fees - Related party | 301,106 | 240,795 |
Lease Liability - Current | 92,111 | 72,346 |
Chapter 11 Settlement | 50,000 | 50,000 |
Interest Payable - Related Party | 69,426 | 49,291 |
TOTAL CURRENT LIABILITIES | 599,057 | 496,161 |
Long term liabilities | ||
Right of Use Lease Liability, net of current portion | 110,697 | |
Notes Payable — Related Party | 2,521,562 | 2,521,562 |
Notes Payable — Other | 216,570 | 216,570 |
TOTAL LONG TERM LIABILITIES | 2,848,829 | 2,738,132 |
TOTAL LIABILITIES | 3,447,886 | 3,234,293 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock; $0.001 par value; 10,000,000 shares authorized; zero shares issued and outstanding | ||
Common stock; $0.001 par value; 1,000,000,000 shares authorized; 281,815,770 issued and outstanding at September 30, 2022, and 274,003,883 shares issued and outstanding at December 31, 2021. | 281,817 | 274,004 |
Additional paid-in capital | 49,822,662 | 47,151,353 |
Accumulated deficit | (52,206,443) | (48,821,403) |
Total stockholders’ equity (deficit) | (2,101,964) | (1,396,046) |
TOTAL EQUITY (DEFICIT) | (2,101,964) | (1,396,046) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 1,345,922 | $ 1,838,247 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation and amortization on property and equipment | $ 111,484 | $ 273,852 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 281,815,770 | 274,003,883 |
Common stock, shares outstanding | 281,815,770 | 274,003,883 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expense: | ||||
General and administrative | 178,512 | 215,966 | 1,223,083 | 815,614 |
Research & Development | 404,157 | 229,923 | 2,070,789 | 744,783 |
Loss on disposal of assets | 40,099 | 33,484 | ||
Total operating expenses | 582,669 | 445,889 | 3,333,971 | 1,593,881 |
Loss from operations: | (582,669) | (445,889) | (3,333,971) | (1,593,881) |
Other (income) expense: | ||||
Loan Forgiveness | (66,330) | |||
Interest expense - related party | 6,711 | 6,711 | 20,135 | 20,372 |
Interest expense - other | 29,313 | 1,598 | 30,934 | 5,394 |
Total other (income) expense | 36,024 | 8,309 | 51,069 | (40,564) |
Income (Loss) before provisions for income taxes | (618,693) | (454,198) | (3,385,040) | (1,553,317) |
Provisions for income taxes | ||||
Net Income / (Loss): | $ (618,693) | $ (454,198) | $ (3,385,040) | $ (1,553,317) |
Net income (loss) per share | $ (0.002) | $ (0.002) | $ (0.012) | $ (0.006) |
Weighted average common shares outstanding | ||||
Basic | 277,416,282 | 268,508,643 | 277,416,282 | 268,508,643 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 241,722 | $ 43,103,607 | $ (46,682,093) | $ (3,336,764) | |
Beginning balance, shares at Dec. 31, 2020 | 241,721,947 | ||||
Issuance of common stock for services | $ 223 | 46,707 | 46,930 | ||
Issuance of common stock for services, shares | 223,000 | ||||
Employee stock options exercised | $ 350 | 12,550 | 12,900 | ||
Employee stock options exercised, shares | 350,000 | ||||
Vesting options under the employee, director plan | 1,215 | 1,215 | |||
Net Income (Loss) | (613,584) | (613,584) | |||
Issuance of common stock and warrants for cash through PPM | $ 9,243 | 1,926,507 | 1,935,750 | ||
Issuance of common stock and warrants for cash through PPM, shares | 9,243,331 | ||||
Issuance of warrants for services | 72,090 | 72,090 | |||
Warrants exercised | $ 13,455 | 1,289,362 | 1,302,817 | ||
Warrants exercised, shares | 13,455,009 | ||||
Issuance of common stock in exchange for debt | $ 7,080 | 271,920 | 279,000 | ||
Issuance of common stock in exchange for debt, shares | 7,080,000 | ||||
Cashless exercise of stock options | $ 178 | (178) | 0 | ||
Cashless exercise of stock options, shares | 177,778 | ||||
Ending balance, value at Mar. 31, 2021 | $ 272,251 | 46,723,780 | (47,295,677) | (299,646) | |
Ending balance, shares at Mar. 31, 2021 | 272,251,065 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 241,722 | 43,103,607 | (46,682,093) | (3,336,764) | |
Beginning balance, shares at Dec. 31, 2020 | 241,721,947 | ||||
Net Income (Loss) | (1,553,317) | ||||
Ending balance, value at Sep. 30, 2021 | $ 272,649 | 46,794,325 | (48,235,410) | (1,168,436) | |
Ending balance, shares at Sep. 30, 2021 | 272,649,183 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 272,251 | 46,723,780 | (47,295,677) | (299,646) | |
Beginning balance, shares at Mar. 31, 2021 | 272,251,065 | ||||
Vesting options under the employee, director plan | 11,443 | 11,443 | |||
Net Income (Loss) | (485,535) | (485,535) | |||
Issuance of common stock and warrants for cash through PPM | $ 60 | 14,940 | 15,000 | ||
Issuance of common stock and warrants for cash through PPM, shares | 60,000 | ||||
Ending balance, value at Jun. 30, 2021 | $ 272,311 | 46,750,163 | (47,781,212) | (758,738) | |
Ending balance, shares at Jun. 30, 2021 | 272,311,065 | ||||
Issuance of common stock for services | $ 78 | 19,422 | 19,500 | ||
Issuance of common stock for services, shares | 78,000 | ||||
Net Income (Loss) | (454,198) | (454,198) | |||
Issuance of common stock and warrants for cash through PPM | $ 100 | 24,900 | 25,000 | ||
Issuance of common stock and warrants for cash through PPM, shares | 100,000 | ||||
Cashless exercise of stock options | $ 160 | (160) | |||
Cashless exercise of stock options, shares | 160,118 | ||||
Ending balance, value at Sep. 30, 2021 | $ 272,649 | 46,794,325 | (48,235,410) | (1,168,436) | |
Ending balance, shares at Sep. 30, 2021 | 272,649,183 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 274,004 | 47,151,353 | (48,821,403) | (1,396,046) | |
Beginning balance, shares at Dec. 31, 2021 | 274,003,883 | ||||
Issuance of common stock for services | $ 448 | 70,852 | 71,300 | ||
Issuance of common stock for services, shares | 447,781 | ||||
Employee stock options exercised | $ 150 | 7,350 | 7,500 | ||
Employee stock options exercised, shares | 150,000 | ||||
Vesting options under the employee, director plan | 1,316,277 | 1,316,277 | |||
Net Income (Loss) | (2,040,957) | (2,040,957) | |||
Ending balance, value at Mar. 31, 2022 | $ 274,602 | 48,545,832 | (50,862,360) | (2,041,926) | |
Ending balance, shares at Mar. 31, 2022 | 274,601,664 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 274,004 | 47,151,353 | (48,821,403) | (1,396,046) | |
Beginning balance, shares at Dec. 31, 2021 | 274,003,883 | ||||
Issuance of common stock for services | $ 116,600 | ||||
Issuance of common stock for services, shares | 695,223 | ||||
Net Income (Loss) | $ (3,385,040) | ||||
Issuance of common stock and warrants for cash through PPM | $ 1,015,000 | ||||
Issuance of common stock and warrants for cash through PPM, shares | 6,766,664 | ||||
Cashless exercise of stock options | $ 15,900 | ||||
Cashless exercise of stock options, shares | 350,000 | ||||
Ending balance, value at Sep. 30, 2022 | $ 281,817 | 49,822,662 | (52,206,443) | $ (2,101,964) | |
Ending balance, shares at Sep. 30, 2022 | 281,815,770 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 274,602 | 48,545,832 | (50,862,360) | (2,041,926) | |
Beginning balance, shares at Mar. 31, 2022 | 274,601,664 | ||||
Issuance of common stock for services | $ 79 | 16,071 | 16,150 | ||
Issuance of common stock for services, shares | 78,600 | ||||
Employee stock options exercised | $ 200 | 8,200 | 8,400 | ||
Employee stock options exercised, shares | 200,000 | ||||
Vesting options under the employee, director plan | 99,106 | 99,106 | |||
Net Income (Loss) | (725,390) | (725,390) | |||
Issuance of common stock and warrants for cash through PPM | $ 4,500 | 670,500 | 675,000 | ||
Issuance of common stock and warrants for cash through PPM, shares | 4,499,999 | ||||
Ending balance, value at Jun. 30, 2022 | $ 279,381 | 49,339,709 | (51,587,750) | (1,968,660) | |
Ending balance, shares at Jun. 30, 2022 | 279,380,263 | ||||
Issuance of common stock for services | $ 169 | 28,981 | 29,150 | ||
Issuance of common stock for services, shares | 168,842 | ||||
Vesting options under the employee, director plan | 110,922 | 110,922 | |||
Net Income (Loss) | (618,693) | (618,693) | |||
Issuance of common stock and warrants for cash through PPM | $ 2,267 | 337,733 | 340,000 | ||
Issuance of common stock and warrants for cash through PPM, shares | 2,266,665 | ||||
Issuance of warrants for services | 5,317 | 5,317 | |||
Ending balance, value at Sep. 30, 2022 | $ 281,817 | $ 49,822,662 | $ (52,206,443) | $ (2,101,964) | |
Ending balance, shares at Sep. 30, 2022 | 281,815,770 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - shares | 3 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||||
Vested options issued under employee director plan | 825,000 | 800,000 | 10,560,000 | 200,000 | 10,000 |
Warrants issued for services | 37,333 | 1,166,667 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net Income (Loss) | $ (3,385,040) | $ (1,553,317) |
Reconciliation of net loss to net cash used in operating activities | ||
Depreciation and amortization | 102,711 | 89,658 |
Stock based compensation for services | 116,600 | 66,430 |
Net Issuance of options and warrants for services | 1,531,622 | 84,748 |
Loss on Disposal of assets | 40,099 | 33,484 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (41,729) | (32,691) |
Accrued interest - related party | 20,135 | (56,689) |
Accounts payable and accrued liabilities | 62,996 | (529,335) |
Forgiveness of PPP Loan | (66,330) | |
Right of use lease | (33,647) | (59,284) |
Net cash used in operating activities | (1,586,253) | (2,023,326) |
Cash flows from investing activities | ||
Net Purchase of property and equipment | (61,800) | (178,803) |
Security deposits | ||
Patent Costs | (42,501) | (16,742) |
Net cash from (used in) investing activities | (104,301) | (195,545) |
Cash flows from financing activities | ||
Proceeds from exercise of warrants and options | 15,900 | 1,315,717 |
Net proceeds from issuance of common stock | 1,015,000 | 1,975,750 |
Net cash provided by financing activities | 1,030,900 | 3,291,467 |
Net increase (decrease) in cash and cash equivalents | (659,653) | 1,072,596 |
Cash and cash equivalent at beginning of the period | 1,164,664 | 286,579 |
Cash and cash equivalent at end of the period | 505,010 | 1,359,175 |
Cash paid during the period for | ||
Interest | ||
Taxes | ||
Supplemental schedule of non-cash activities | ||
Cashless conversion of warrants/options | 28,000 | |
Conversion of convertible debenture to common stock | $ 279,000 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION Blue Biofuels, Inc (the “Company”) is a technology company focused on emerging technologies in renewable energy, biofuels, and lignin. In early 2018, the Company’s Chief Executive Officer (“CEO”) Ben Slager invented a new technology system referred to as Cellulose-to-Sugar or CTS, and the Company filed a patent application for this technology. The CTS patent was awarded in 2021 in the United States (US10994255) and also in El Salvador. The Company also filed an application for this patent in other major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China, Japan, the African Regional Intellectual Property Organization, and the Russian Federation. The patent applications are currently pending in all of these international jurisdictions. In addition to this patent, the Company has two filed patents pending and one provisional patent application for a total of three additional patents that are currently in process. These patents broaden the scope and protection of the CTS technology. The CTS process and related patent and patent applications represent the results of our continued development of the CTS process towards commercialization. Mr. Slager has since further developed the system with the technical staff of the Company. The patented CTS process is a continuous mechanical/chemical dry process for converting cellulose material into sugar and lignin, as compared to the prior batch process that the Company previously licensed. The CTS process creates molecular contact between two reactive solid components instead of other systems where the reaction takes place between two liquid or gas components in a batch process. The reactants are (1) the feedstock, which is broken down into its components being sugars and lignin; (2) a catalyst, which is cost effective and abundantly available in the market from regular suppliers; it is separated from reactor components and reused. The CTS mechanical/chemical process allows for exact process control to ensure that all the material passing through it does so on the optimum reaction parameters through which optimal efficiency is achieved. CTS is different from other commercial processes that are used to convert cellulose into sugar. Other processes use enzymatic batch reactors that take weeks to convert cellulose to sugars. CTS can convert any cellulosic material – including grasses and agricultural waste – into sugars in less than a minute. The sugars are subsequently processed into biofuels using off-the-shelf technologies. CTS is environmentally friendly in that it recycles the water and catalyst, and has a near zero carbon footprint in that the amount of added atmospheric carbon created by burning the biofuels produced by CTS is reabsorbed by the plant-based feedstock used in the CTS system in the next harvest. At a commercial scale, our management expects to be able to produce ethanol at a lower cost per gallon than existing commercial corn or cellulosic ethanol producers due to the fact that the CTS process is uncomplicated and efficient, and is expected to use low-cost feedstocks and have high value by-products. We believe a significant difference between CTS and corn ethanol is the wide range of abundantly available feedstocks that CTS can process compared to corn. The CTS feedstocks are not food and have much lower costs than corn. In addition, while in corn ethanol only the corn kernels are used, CTS uses the whole plant or its waste products, meaning it could obtain higher yields per acre. Estimated yields for corn are about 400-600 gallons of ethanol per acre per year and for king grass in conjunction with our CTS process it could be up to 3000-3500 gallons per acre per year. The Company also expects to potentially receive a highly valued D3 RIN for each gallon of ethanol it produces. The then new CTS technology made it worthwhile to financially restructure the Company through Chapter 11 in 2018. The Company voluntarily filed for Chapter 11 on October 22, 2018, in the U.S. Bankruptcy Court in the Southern District of Florida. The Company exited Chapter 11 on September 18, 2019, while keeping all classes, including shareholders, unimpaired. The bankruptcy case was closed on October 25, 2019. The Company has built several prototypes of the CTS system to further develop the process. The Company finalized its parameter optimization when it was able to convert 99% of the cellulosic material into soluble sugars suitable for further processing into cellulosic ethanol. In 2022, the Company partnered with K.R. Komarek to build its CTS machines going forward. Komarek is an industry leading manufacturing company that builds briquetting machines and compaction/granulation systems with throughput capacities up to 50 tons per hour. The Company has begun successful testing on Komarek machines at a throughput processing rate of 2.5 tons per day, and anticipates having early volume testing completed in Q1 2023. The Company expects to engage an engineering firm to design a semi-commercial scale pilot plant that integrates a larger CTS system into the pre-processing and post-processing elements of the plant. It is anticipated that the pilot plant will have the capacity to produce sugar at a rate sufficient to make around 500,000 – 1,000,000 gallons of ethanol per year. The goal of the pilot plant is to show successful volume production and scalability, and to provide operating cost estimates of a full commercial volume system. The CTS system converts plant-based feedstock into two product streams, soluble sugars and lignin, each of which can be converted into multiple products as follows: (1) sugars can be further processed into cellulosic ethanol and other biofuels like jet fuel, and potentially into bio chemicals; and (2) Lignin can be used in ion exchange resins, specialty chemicals, or to create bioplastics. Lignin can also be burned as a renewable fuel. Plan of Operation The Company expects to have the CTS pilot plant built and functioning in the second half of 2023. The plan is to run sufficient testing to prove the viability of producing a commercial size CTS system. However, commencing commercial production will require project financing of a full-scale CTS commercial system. The project financing will either be for bolting on our CTS system into an existing ethanol facility of a future potential joint venture partner, for acquiring an ethanol facility and converting that to cellulosic ethanol production using our CTS system, or for setting up a production facility for converting ethanol into jet fuel using the Vertimass Process. The Company has licensed the Vertimass Process to convert ethanol (from the CTS process) into sustainable aviation fuel. There is no up-front or annual fee until we are converting ethanol into SAF. The license agreement with Vertimass is the subject of a confidentiality agreement between the parties. Since we are not yet producing ethanol on a commercial scale, it is too preliminary to discuss details. The Company’s strategy is to diversify its product portfolio to include a number of product lines. These potentially include (1) biofuels – such as ethanol, or converting ethanol into higher biofuels like sustainable aviation fuel and the like; (2) selling sulfur-free lignin to ion exchange resin producers; (3) making specialty chemicals from lignin; and, (4) potentially making nanocellulose. We believe these, and other markets, could potentially provide for highly profitable products. Management believes that retrofitting existing plants with the CTS technology may achieve more rapid commercialization than building new plants. After its first plant is profitable, the Company intends to grow with additional plants in the United States and explore international growth by either licensing the technology or forming joint ventures with foreign domestic partners to build plants. The ethanol industry is competitive with over 200 ethanol plants in the United States alone. Currently, the vast majority use corn as the feedstock. Their profitability depends highly on the fluctuations between the price of corn and the price of ethanol. Since the Company does not plan to use corn, and plans on having long-term purchase agreements with cellulosic suppliers, we expect that our profitability will potentially be more consistent. Any new biofuels plant that is built would require various government permits. In particular, renewable fuels are subject to rigorous testing and premarket approval requirements by the EPA’s Office of Transportation and Air Quality and regulatory authorities in other countries. In the U.S., various federal, and, in some cases, state statutes and regulations also govern or impact the manufacturing, safety, storage and use of renewable fuels. The process of seeking required approvals and the continuing need for compliance with applicable statutes and regulations requires the expenditure of resources. The Company anticipates raising the necessary capital for this as a part of its project-based financing. The Energy Policy Act of 2005, which included the Renewable Fuel Standard Program enforced by the US Environmental Protection Agency (“EPA”), mandates a certain amount of renewable fuel be blended into the transportation fuel used by all vehicles in the country. This Program provides monetary incentives to companies that produce renewable transportation fuel, and establishes Renewable Identification Numbers (“RINs”) or credits for each gallon of renewable transportation fuel produced in the United States, and breaks down those fuels into different D-codes depending on the source of the renewable fuel. D3 is the code for renewable ethanol that comes from cellulosic materials. The EPA’s mandate for cellulosic ethanol is for 770 million gallons for 2022 (the D3 mandate). This mandate has increased every year and is statutorily mandated to increase in the future and become a larger portion of the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably in larger quantities than they are now. The RFS mandate for 2022 calls for 20.77 billion gallons of total renewable fuel, 15 billion from conventional biofuels (corn ethanol) and 5.77 billion from advanced biofuels, including cellulosic biofuels. The “blend wall” (or upper limit to the amount of ethanol that can be blended into U.S. gasoline and automobile performance and comply with the Clean Air Act) of limiting ethanol content in gasoline to 10%, limits the total amount of ethanol consumed in the United States. Recent proposals may make 15% blending available year around. Converting our cellulosic ethanol to sustainable aviation fuel avoids the blend wall. The value of the D3 RIN fluctuates, but as of this filing, it is approximately $2.19 per gallon of ethanol. To profit from these incentives, the Company plans to apply for these D3 RIN credits as it brings its first plant into commercial operation |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any significant revenue since inception and has incurred losses since inception. As of September 30, 2022, the Company has incurred accumulated losses of $ 52,206,443 Management believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of stock or borrow additional funds. The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. The COVID-19 pandemic has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our customers, employees and supply chain. Given the critical nature of the products that we provide, our office and lab have remained open during the pandemic. The extent to which our operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted. We may experience additional operating costs due to increased challenges with our workforce (including as a result of illness, absenteeism or government orders), access to supplies, capital, and fundamental support services (such as shipping and transportation). Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the Company’s majority-owned subsidiaries over which the Company exercises control. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany accounts and transactions. Investments in business entities in which the Company lacks control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. All material intercompany transactions and balances were eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates presented and reported amounts of revenues and expenses during the reporting periods presented. Significant estimates inherent in the preparation of the accompanying Consolidated Financial Statements include estimates of impairment assessment of identifiable intangible assets and valuation allowance for deferred tax assets. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates. Cash and Cash Equivalents All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents. Stock Compensation The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant the recipient the right to acquire shares of the Company’s common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic 718, “Stock Compensation” (formerly referred to as SFAS No. 123(R)). Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718, ASC Topic 505, “Equity Payments to Non-Employees” or other applicable authoritative guidance. Stock-based Compensation Valuation Methodology Stock-based compensation resulting from the issuance of common stock is calculated by reference to the valuation of the stock on the date of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option-pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option-pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instruments, using the assumptions noted in the table below. The fair value of the common stock is determined by the then-prevailing closing market price. Expected volatility was based on the historical volatility of the Company’s closing day market price per share. The expected term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S. Treasury Daily Yield Curve Rate. The stock compensation issued for services during the 9 months ended September 30, 2022, was valued on the date of issuance. The following assumptions were used in calculations of the Black-Scholes option pricing models for option and warrant-based stock compensation issued in the nine months ended September 30, 2022: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION 4/19/22 6/21/22 9/30/22 Risk-free interest rate 2.93 % 3.38 % 4.06 % Expected life 10 5 5 Expected dividends 0 % 0 % 0 % Expected volatility 133.42 % 134.52 % 128.59 % BIOF common stock fair value $ 0.165 $ 0.167 $ 0.167 Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets, generally 5 10 Patent Capitalization If a product is currently under research and development and is not currently approved for market, costs incurred in connection with patent applications should generally be expensed in the income statement because there is uncertainty as to the future economic benefit of the asset. Conversely, if a product is approved for market (as is the case of the end product ethanol of the CTS process), or if future economic benefit is probable, or if an alternative future use is available to the Company, then such patent costs can be capitalized and amortized over the expected life of the patent(s). Since the Company’s primary end product is sugar converting to ethanol, which are in wide use, the Company has determined that it is reasonable to capitalize the patent costs associated with its CTS process, which were $ 197,259 154,758 Research and Development The Company expenses all research and development costs as incurred. For the nine months ended September 30, 2022, and September 30, 2021, the amounts charged to research and development expenses were $ 2,070,789 744,783 Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under Accounting Standards Update (“ASU”) 2014-09: 1. Identify contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and, 5. Recognize revenues when (or as) we satisfy the performance obligation. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide it with a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to its own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses the classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company compares the carrying amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. Profit (Loss) per Common Share Basic profit (loss) per share amounts have been calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share has been calculated using the weighted-average number of common shares plus the potentially dilutive effect of securities such as outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method. The warrants and options are antidilutive for all periods presented. When net loss is reported, diluted and basic net loss per share amounts are the same as the impact of potential common shares is antidilutive. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. |
PATENTS
PATENTS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PATENTS | NOTE 4 – PATENTS The Company has been granted one patent on its technology, has filed for three others that are pending, and has also applied for international patents. The Company has capitalized the legal and filing fees in the amount of $ 197,259 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 5 – DEBT Notes Payable – Chapter 11 Settlement On July 18, 2018, the Company’s former Controller Dennis Lenaburg sued the Company for $2,694,577 dollars plus stock warrants in the Circuit Court of the 15 th Notes Payable – Related Parties In July 2016, the Company issued six (6) short-term notes payable to related parties in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. These notes had a value of $2,002,126 and accrued interest at a rate of six percent (6%) per annum. As of December 31, 2018, and December 31, 2017, the total interest accrued on the notes was $278,794.68 and $176,460 respectively. All of the notes were due on August 4, 2017 and then were in default. However, the notes were held by related parties with the understanding that the notes were not to be paid until the Company begins generating profit. The Company renegotiated some of these notes during its Chapter 11 proceedings, whereas others failed to submit a claim and were discharged upon the Court’s Confirmation Order approving the Company’s Chapter 11 Plan on September 18, 2019. The renegotiated amounts, as per the Plan Confirmation are all to be paid from 50% of the future net profits and discharged to the extent unpaid five years after the Plan effective date of September 18, 2019. These amount are 1) Mark Koch $240,990 plus 6% interest on any portion not repaid within 12 months of the Company’s first reported quarterly net profit; 2) Animated Family Films $579,942 out of the Company’s net profits plus 6% interest; 3) Steven Dunkle, CTWC, & Wellington Asset Holdings $1.5 million plus 6% interest once there is positive quarterly EBITDA from the first plant of Company, or, at its option, may convert that into an equity investment in the first plant of the Company, measured by a percentage of the total cost to build, subject to a minimum equity interest of 1.25% in said plant. On February 28, 2018, the Company entered into a short-term loan with Steven Sadaka, with a principal balance of $100,000 due and payable on May 1, 2018. The note does not accrue interest, however the Company provided 2,000,000 inducement shares to secure the note. These inducement shares were valued at $84,000 and are being amortized over the life of the note. The note’s maturity date was extended to 7/1/2018. If the note is not repaid at maturity, then an additional 5,000,000 shares of common stock will be due. The note was renegotiated during the Company’s Chapter 11 proceedings, and as per the Plan Confirmation, it is agreed that $100,000 is to be paid out of future gross revenues to satisfy this note in full, with no additional shares to be issued. On May 15, 2018, the Company entered into a short-term loan with Christopher Jemapete, with a principal balance of $50,000 due and payable on May 16, 2019. The note carried an interest rate of 5% plus the company issued 1,250,000 inducement shares to secure the note as well as 1,000,000 warrants with a $0.10 strike price and with a 5-year expiration. These inducement shares were valued at $36,250 and are being amortized over the life of the note; the warrants had a value of $24,449. On August 25, 2018, this note was restructured to remove the warrants. As of June 30, 2018 accrued interest on this note is $315. The note was renegotiated during the Company’s Chapter 11 proceedings, and as per the Plan Confirmation, it is agreed that $50,315.07 is to be paid out of future gross revenues. On May 15, 2018, the Company entered into a short-term loan with Pamela Jemapete, with a principal balance of $50,000 due and payable on May 16, 2019. The note carried an interest rate of 5% plus the company issued 1,250,000 inducement shares to secure the note as well as 1,000,000 warrants with a $0.10 strike price and with a 5-year expiration. These inducement shares were valued at $36,250 and are being amortized over the life of the note; the warrants had a value of $24,449. On August 25, 2018, this note was restructured to remove the warrants. As of June 30, 2018 accrued interest on this note is $315. The note was renegotiated during the Company’s Chapter 11 proceedings, and as per the Plan Confirmation, it is agreed that $50,315.07 is to be paid out of future gross revenues. Notes Payable – Other In July 2016, the Company issued a short-term note payable to a third party in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. The note had a principal balance of $96,570 and accrued interest at a rate of six percent (6%) per annum. As of December 31, 2018, and December 31, 2017, the total interest accrued on the note was $14,382.2 and $8,588 respectively. The note was due on August 4, 2017 and was then in default. The Company renegotiated this note during its Chapter 11 proceedings, and as per the Plan Confirmation, now the $96,570 is to be paid with no interest out of the same 50% of the future net profits of the Company as the notes mentioned above, if any, or discharged to the extent unpaid five years after September 18, 2019. In November 2017, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $143,000 due and payable on May 30, 2018. The note carries an 8% one-time interest charge, a $43,000 original issue discount and a 35% conversion discount to the lowest trade price in the prior twenty-five trading days, after 180 days, in whole or in part at the option of the holder. In addition, the Company provided 500,000 inducement shares to secure the note, and may have to provide additional shares on the note’s 6-month anniversary if the Company’s share price declines. These inducement shares were valued at $39,500 and were amortized over the life of the note. The note can be repaid, without prepayment penalties, within the first 90 days. Thereafter, the note will incur a 120% prepayment penalty of the then outstanding principal and interest due. In May 2018, the company made two principal payments totaling $40,000. The note went into default on June 1, 2018 and incurred a 40% penalty of the outstanding balance immediately prior to the default event. On August 30, 2018, Hoppel sued the Company in Superior Court of the State of California County of San Diego Central District. That case was staid on October 22, 2018 when the Company filed for Chapter 11 protection in the US Bankruptcy Court in the Southern District of Florida. Negotiations took place and a settlement was reached on this note and a subsequent note, and confirmed as part of the Plan Confirmation Order, that Hoppel would be paid a total of $100,000 out of 5% of the future gross revenue of the Company. In February 2018, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $165,000 due and payable on September 21, 2018. The note carries an 8% one-time interest charge, a $15,000 original issue discount and a 40% conversion discount to the lowest trade price in the prior twenty-five trading days, after 180 days, in whole or in part at the option of the holder. In addition, the Company provided 500,000 inducement shares to secure the note. These inducement shares were valued at $14,500, and were amortized over the life of the note. The note can be repaid, without prepayment penalties, within the first 90 days. Thereafter, the note will incur a 120% prepayment penalty of the then outstanding principal and interest due. The Note went into default on June 1, 2018, through a cross default provision with another Note to Hoppel, and incurred a 40% penalty of the outstanding balance immediately prior to the default event. On August 30, 2018, Hoppel sued the Company in Superior Court of the State of California County of San Diego Central District. That case was staid on October 22, 2018 when the Company filed for Chapter 11 protection in the US Bankruptcy Court in the Southern District of Florida. Negotiations took place and a settlement was reached on this note and a prior note, and confirmed as part of the Plan Confirmation Order, that Hoppel would be paid a total of $100,000 out of 5% of the future gross revenue of the Company to settle both notes. On March 27, 2019, the Company entered into an agreement with another creditor, such that its debt will be reduced from $32,000 to $20,000 payable out of future gross revenues, upon the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019. A summary of all debts indicated in the Notes above is as follows: SCHEDULE OF NOTES PAYABLE Notes Payable September 30, 2022 December 31, 2021 Short Term Chapter 11 Settlement $ 50,000 $ 50,000 Long Term Notes Payable from future revenue — Related Party $ 1,700,630 $ 1,700,630 Long Term Notes Payable from future revenue — Other $ 120,000 $ 120,000 Long Term Note Payable from future profits — Related Party $ 820,932 $ 820,932 Long Term Note Payable from future profits — Other $ 96,570 $ 96,570 TOTAL NOTES $ 2,788,132 $ 2,788,132 Of the $2,788,132 due as of September 30, 2022, $2,738,132 is due out of future revenue or future profits. $2,417,502 of the $2,788,132 will be discharged if not paid by September 18, 2024, which is 5 years after the Company exited Chapter 11. The remaining debt that would not be discharged is $370,630, consisting of $200,630 due to related parties, $120,000 due to other, and a $50,000 Chapter 11 settlement. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY The total number of shares of capital stock, which the Company has authority to issue, is 1,010 1 0.001 10 0.001 281,815,770 no For the nine months ended September 30, 2022, the Company issued an aggregate of 695,223 116,600 For the nine months ended September 30, 2022, the Company issued an aggregate of 6,766,664 1,015,000 For the nine months ended September 30, 2022, 350,000 15,900 For the nine months ended September 30, 2022, 37,333 5,317 For the nine months ended September 30, 2022, 2,000,000 For the nine months ended September 30, 2022, 837,500 For the nine months ended September 30, 2022, 2,604,466 For the nine months ended September 30, 2022, 12,185,000 For the nine months ended September 30, 2022, 2,000,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 - COMMITMENTS AND CONTINGENCIES Litigation The Company is subject, from time to time, to litigation, claims and suits arising in the ordinary course of business. The Company is not subject to any litigation as of September 30, 2022. Leases The Company consolidated its premises into one location on November 1, 2019, and currently leases office and laboratory space in Palm Beach Gardens, FL, that is classified as operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Company’s consolidated balance sheet. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. The lease period was originally for twenty-four (24) months from November 1, 2019, to October 31, 2021. This had been extended for one year until October 31, 2022, and now has a second extension until October 31, 2024. 84,100 3 102,950 3,379 ASC 842 was effective for us beginning January 1, 2019. The adoption had a material impact on our consolidated balance sheets, but did not have a material impact on our consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. Rent expense for the nine months ending September 30, 2022, and 2021, were $ 106,631 95,169 The Company recognized the following related to leases in its Consolidated Balance Sheet: SCHEDULE OF LEASE CONSOLIDATED BALANCE SHEETS PERIOD ENDED September 30, 2022 December 31, 2021 Right of Use Lease Liabilities Current portion 92,111 72,346 Long-term portion 110,697 0 TOTAL 202,808 72,346 As of September 30, 2022, the total future minimum lease payments in respect of leased premises are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS YEAR ENDED MINIMUM DUE 2022 21,653 2023 95,172 2024 85,983 TOTAL $ 202,808 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS Related Party Transactions The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. 1) Short-term notes payable, convertible notes, and contingent liabilities issued to related parties are described in NOTE 5. 2) A board resolution was passed on February 13, 2020, that pledged the patents and pending patents to secure the back pay claims of Ben Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management to build the Company while they continued to receive less than full salaries. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued. Based on this evaluation, the Company has identified the following subsequent events: From September 30, 2022, to the date of this filing, the Company issued 82,805 From September 30, 2022, to the date of this filing, the Company issued 370,000 55,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the Company’s majority-owned subsidiaries over which the Company exercises control. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany accounts and transactions. Investments in business entities in which the Company lacks control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. All material intercompany transactions and balances were 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 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates presented and reported amounts of revenues and expenses during the reporting periods presented. Significant estimates inherent in the preparation of the accompanying Consolidated Financial Statements include estimates of impairment assessment of identifiable intangible assets and valuation allowance for deferred tax assets. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents. |
Stock Compensation | Stock Compensation The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant the recipient the right to acquire shares of the Company’s common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic 718, “Stock Compensation” (formerly referred to as SFAS No. 123(R)). Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718, ASC Topic 505, “Equity Payments to Non-Employees” or other applicable authoritative guidance. |
Stock-based Compensation Valuation Methodology | Stock-based Compensation Valuation Methodology Stock-based compensation resulting from the issuance of common stock is calculated by reference to the valuation of the stock on the date of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option-pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option-pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instruments, using the assumptions noted in the table below. The fair value of the common stock is determined by the then-prevailing closing market price. Expected volatility was based on the historical volatility of the Company’s closing day market price per share. The expected term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S. Treasury Daily Yield Curve Rate. The stock compensation issued for services during the 9 months ended September 30, 2022, was valued on the date of issuance. The following assumptions were used in calculations of the Black-Scholes option pricing models for option and warrant-based stock compensation issued in the nine months ended September 30, 2022: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION 4/19/22 6/21/22 9/30/22 Risk-free interest rate 2.93 % 3.38 % 4.06 % Expected life 10 5 5 Expected dividends 0 % 0 % 0 % Expected volatility 133.42 % 134.52 % 128.59 % BIOF common stock fair value $ 0.165 $ 0.167 $ 0.167 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets, generally 5 10 |
Patent Capitalization | Patent Capitalization If a product is currently under research and development and is not currently approved for market, costs incurred in connection with patent applications should generally be expensed in the income statement because there is uncertainty as to the future economic benefit of the asset. Conversely, if a product is approved for market (as is the case of the end product ethanol of the CTS process), or if future economic benefit is probable, or if an alternative future use is available to the Company, then such patent costs can be capitalized and amortized over the expected life of the patent(s). Since the Company’s primary end product is sugar converting to ethanol, which are in wide use, the Company has determined that it is reasonable to capitalize the patent costs associated with its CTS process, which were $ 197,259 154,758 |
Research and Development | Research and Development The Company expenses all research and development costs as incurred. For the nine months ended September 30, 2022, and September 30, 2021, the amounts charged to research and development expenses were $ 2,070,789 744,783 |
Revenue Recognition | Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under Accounting Standards Update (“ASU”) 2014-09: 1. Identify contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and, 5. Recognize revenues when (or as) we satisfy the performance obligation. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide it with a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to its own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses the classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company compares the carrying amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Profit (Loss) per Common Share | Profit (Loss) per Common Share Basic profit (loss) per share amounts have been calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share has been calculated using the weighted-average number of common shares plus the potentially dilutive effect of securities such as outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method. The warrants and options are antidilutive for all periods presented. When net loss is reported, diluted and basic net loss per share amounts are the same as the impact of potential common shares is antidilutive. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION | The stock compensation issued for services during the 9 months ended September 30, 2022, was valued on the date of issuance. The following assumptions were used in calculations of the Black-Scholes option pricing models for option and warrant-based stock compensation issued in the nine months ended September 30, 2022: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION 4/19/22 6/21/22 9/30/22 Risk-free interest rate 2.93 % 3.38 % 4.06 % Expected life 10 5 5 Expected dividends 0 % 0 % 0 % Expected volatility 133.42 % 134.52 % 128.59 % BIOF common stock fair value $ 0.165 $ 0.167 $ 0.167 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | A summary of all debts indicated in the Notes above is as follows: SCHEDULE OF NOTES PAYABLE Notes Payable September 30, 2022 December 31, 2021 Short Term Chapter 11 Settlement $ 50,000 $ 50,000 Long Term Notes Payable from future revenue — Related Party $ 1,700,630 $ 1,700,630 Long Term Notes Payable from future revenue — Other $ 120,000 $ 120,000 Long Term Note Payable from future profits — Related Party $ 820,932 $ 820,932 Long Term Note Payable from future profits — Other $ 96,570 $ 96,570 TOTAL NOTES $ 2,788,132 $ 2,788,132 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF LEASE CONSOLIDATED BALANCE SHEETS | The Company recognized the following related to leases in its Consolidated Balance Sheet: SCHEDULE OF LEASE CONSOLIDATED BALANCE SHEETS PERIOD ENDED September 30, 2022 December 31, 2021 Right of Use Lease Liabilities Current portion 92,111 72,346 Long-term portion 110,697 0 TOTAL 202,808 72,346 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | As of September 30, 2022, the total future minimum lease payments in respect of leased premises are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS YEAR ENDED MINIMUM DUE 2022 21,653 2023 95,172 2024 85,983 TOTAL $ 202,808 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Renewable fuel description | This Program provides monetary incentives to companies that produce renewable transportation fuel, and establishes Renewable Identification Numbers (“RINs”) or credits for each gallon of renewable transportation fuel produced in the United States, and breaks down those fuels into different D-codes depending on the source of the renewable fuel. D3 is the code for renewable ethanol that comes from cellulosic materials. The EPA’s mandate for cellulosic ethanol is for 770 million gallons for 2022 (the D3 mandate). This mandate has increased every year and is statutorily mandated to increase in the future and become a larger portion of the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably in larger quantities than they are now. The RFS mandate for 2022 calls for 20.77 billion gallons of total renewable fuel, 15 billion from conventional biofuels (corn ethanol) and 5.77 billion from advanced biofuels, including cellulosic biofuels. The “blend wall” (or upper limit to the amount of ethanol that can be blended into U.S. gasoline and automobile performance and comply with the Clean Air Act) of limiting ethanol content in gasoline to 10%, limits the total amount of ethanol consumed in the United States. Recent proposals may make 15% blending available year around. Converting our cellulosic ethanol to sustainable aviation fuel avoids the blend wall. The value of the D3 RIN fluctuates, but as of this filing, it is approximately $2.19 per gallon of ethanol. To profit from these incentives, the Company plans to apply for these D3 RIN credits as it brings its first plant into commercial operation |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated losses | $ 52,206,443 | $ 48,821,403 |
SCHEDULE OF BLACK-SCHOLES OPTIO
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Issuance Date 4/19/22 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 2.93% |
Expected life | 10 years |
Expected dividends | 0% |
Expected volatility | 133.42% |
BIOF common stock fair value | $ 0.165 |
Issuance Date 6/21/22 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 3.38% |
Expected life | 5 years |
Expected dividends | 0% |
Expected volatility | 134.52% |
BIOF common stock fair value | $ 0.167 |
Issuance Date 9/30/22 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free interest rate | 4.06% |
Expected life | 5 years |
Expected dividends | 0% |
Expected volatility | 128.59% |
BIOF common stock fair value | $ 0.167 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Patents | $ 197,259 | $ 197,259 | $ 154,758 | ||
Research and development expenses | $ 404,157 | $ 229,923 | $ 2,070,789 | $ 744,783 | |
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, estimated useful life | 5 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, estimated useful life | 10 years |
PATENTS (Details Narrative)
PATENTS (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Legal and filing fees | $ 197,259 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Short Term Chapter 11 Settlement | $ 50,000 | $ 50,000 |
Long Term Notes Payable from future revenue — Related Party | 1,700,630 | 1,700,630 |
Long Term Notes Payable from future revenue — Other | 120,000 | 120,000 |
Long Term Note Payable from future profits — Related Party | 820,932 | 820,932 |
Long Term Note Payable from future profits — Other | 96,570 | 96,570 |
TOTAL NOTES | $ 2,788,132 | $ 2,788,132 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||||||||
Capital units, authorized | 1,010,000,000 | 1,010,000,000 | ||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares issued | 281,815,770 | 281,815,770 | 274,003,883 | |||||
Common stock, shares outstanding | 281,815,770 | 281,815,770 | 274,003,883 | |||||
Preferred stock, shares Issued | 0 | 0 | 0 | |||||
Number of shares issued for services, shares | 695,223 | |||||||
Number of shares issued for services | $ 29,150 | $ 16,150 | $ 71,300 | $ 19,500 | $ 46,930 | $ 116,600 | ||
Issuance of common stock and warrants for cash through PPM, shares | 6,766,664 | |||||||
Issuance of common stock and warrants for cash through PPM | $ 340,000 | $ 675,000 | 25,000 | $ 15,000 | 1,935,750 | $ 1,015,000 | ||
Employee stock options exercised, shares | 350,000 | |||||||
Employee stock options exercised | $ 0 | $ 15,900 | ||||||
Number of warrants granted | 37,333 | |||||||
Number of warrants granted value | $ 5,317 | |||||||
Unvested warrants issued | 2,000,000 | |||||||
Number of warrants expired | 837,500 | |||||||
Stock options expired | 2,604,466 | |||||||
Stock options vested | 12,185,000 | |||||||
Stock options unvested issued | 2,000,000 |
SCHEDULE OF LEASE CONSOLIDATED
SCHEDULE OF LEASE CONSOLIDATED BALANCE SHEETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Current portion | $ 92,111 | $ 72,346 |
Long-term portion | 110,697 | 0 |
TOTAL | $ 202,808 | $ 72,346 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 21,653 |
2023 | 95,172 |
2024 | 85,983 |
TOTAL | $ 202,808 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Annual rent | $ 102,950 | |
Rent expense | 106,631 | $ 95,169 |
January 1, 2022 Onwards [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Operating costs per month | $ 3,379 | |
Office and Laboratory Space [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Lease description | The lease period was originally for twenty-four (24) months from November 1, 2019, to October 31, 2021. | |
Lease extension period | This had been extended for one year until October 31, 2022, and now has a second extension until October 31, 2024. | |
Annual rent | $ 84,100 | |
Percentage of increase in rent per year | 3% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 01, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||
Number of shares issued for services, shares | 695,223 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued for services, shares | 82,805 | |
Number of shares issued for private placement | 370,000 | |
Proceeds from issuance of private placement | $ 55,500 |