UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E) (210)
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
BLUEFIRE ETHANOL FUELS, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
BLUEFIRE ETHANOL FUELS, INC.
31 Musick
Irvine, CA 92618
(949) 588-3767 - telephone
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 22, 2007
TO OUR SHAREHOLDERS:
You are invited to attend the Annual Meeting of shareholders (the "Meeting") of
BlueFire Ethanol Fuels, Inc. (together with its subsidiaries, "Company",
"BlueFire", "we", "us" or "our"), a Nevada corporation, which will be held on
August 22, 2007, at 9:00 A.M. at the Irvine Marriott, 18000 Von Karman Ave,
Irvine, CA 92612, for the following purposes:
1. To elect five (5) directors to hold office for a one year term and until each
of their successors are elected and qualified.
2. To ratify the appointment of McKennon Wilson & Morgan LLP as independent
auditor.
3. To act upon other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on July 27, 2007 as the
record date for the determination of shareholders entitled to receive notice of
and to vote at the Annual Meeting of Shareholders and any adjournment or
postponement thereof. A list of those entitled to vote will be available for
inspection for ten days prior to the meeting at our offices.
By Order of the Board of Directors
Arnie Klann
CEO and Chairman of the Board
July 27, 2007
Irvine, California
IMPORTANT
Whether or not you expect to attend the Annual Meeting in person, to assure that
your shares will be represented, please complete, date, sign and return the
enclosed proxy without delay in the enclosed envelope, which requires no
additional postage if mailed in the United States. Your proxy will not be used
if you are present at the Annual Meeting and desire to vote your shares
personally.
BLUEFIRE ETHANOL FUELS, INC.
31 Musick
Irvine, CA 92618
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 22, 2007
GENERAL
An annual report, filed on form 10-KSB, for the fiscal year ended December 31,
2006 is enclosed with this Proxy Statement.
SOLICITATION OF PROXIES
This Proxy Statement is being furnished to the shareholders of BlueFire in
connection with the solicitation of proxies by our Board of Directors for use at
the Annual Meeting of Shareholders to be held at the Irvine Marriott, 18000 Von
Karman Ave, Irvine, CA 92612, on August 22, 2007 and at any and all adjournments
thereof (the "Annual Meeting") for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. Accompanying this Proxy Statement is
the Board of Directors' Proxy for the Annual Meeting, which you may use to
indicate your vote as to the proposals described in this Proxy Statement. The
Company shall mail this Proxy Statement to its shareholders approximately on
August 7, 2006.
The cost of soliciting proxies will be borne by the Company. The Company will
solicit shareholders by mail through its regular employees and will request
banks and brokers and other custodians, nominees and fiduciaries, to solicit
their customers who have stock of the Company registered in the names of such
persons and will reimburse them for reasonable, out-of-pocket costs. In
addition, the Company may use the service of its officers and directors to
solicit proxies, personally or by telephone, without additional compensation.
VOTING SECURITIES
Only shareholders of record as of the close of business on July 27, 2007 (the
"Record Date") will be entitled to vote at the meeting and any adjournment
thereof. As of the Record Date, there were approximately 21,520,514 shares of
common stock of the Company, issued and outstanding and entitled to vote.
Shareholders may vote in person or by proxy. Each holder of shares of common
stock is entitled to one (1) vote for each share of stock held on the proposals
presented in this Proxy Statement. The Company's bylaws provide that a majority
of all the shares of stock entitled to vote, whether present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at the meeting. The enclosed proxy card reflects the number of shares that you
are entitled to vote. Shares of common stock may not be voted cumulatively.
VOTING OF PROXIES
All valid proxies received prior to the meeting will be voted. The Board of
Directors recommends that you vote by proxy even if you plan to attend the
Annual Meeting. To vote by proxy, you must fill out the enclosed proxy card,
sign and date it, and return it in the enclosed postage-paid envelope. Voting by
proxy will not limit your right to vote at the Annual Meeting if you attend the
Annual Meeting and vote in person. However, if your shares are held in the name
of a bank, broker or other holder of record, you must obtain a proxy executed in
your favor, from the holder of record to be able to vote at the Annual Meeting.
REVOCABILITY OF PROXIES
All Proxies which are properly completed, signed and returned prior to the
Annual Meeting, and which have not been revoked, will be voted in favor of the
proposals described in this Proxy Statement unless otherwise directed. A
shareholder may revoke his or her Proxy at any time before it is voted either by
filing with the Secretary of the Company, at its principal executive offices, a
written notice of revocation or a duly-executed proxy bearing a later date or by
attending the Annual Meeting and voting in person.
REQUIRED VOTE
Representation at the meeting of the holders of a majority of the outstanding
shares of our common stock entitled to vote, either in person or by properly
executed proxy, is required to constitute a quorum. Abstentions and broker
non-votes, which are indications by a broker that it does not have discretionary
authority to vote on a particular matter, will be counted as "represented" for
the purpose of determining the presence or absence of a quorum. Under the Nevada
Revised Statutes, once a quorum is established, shareholder approval with
respect to a particular proposal is generally obtained when the votes cast in
favor of the proposal exceed the votes cast against such proposal.
In the election of our Board of Directors, shareholders are not allowed to
cumulate their votes. Shareholders are entitled to cast a vote for each of the
openings on the board to be filled at the Annual Meeting. The five nominees
receiving the highest vote totals will be elected as our Board of Directors. For
approval of the proposed ratification of our independent registered accountants,
the votes cast in favor of the proposal must exceed the votes cast against the
proposal. Accordingly, abstentions and broker non-votes will not affect the
outcome of the election of the Board of Directors or the ratification of the
independent public accountants.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Shareholder's Meeting must be received by the Company, at its offices at 31
Musick, Irvine, CA 92618, not later than 120 days before the Company releases
its Proxy Statement to shareholders. Proposals postmarked after February 28,
2008 shall be considered untimely; provided however, should the Board of
Directors elect to postpone the date of the annual meeting the deadline for
shareholder proposals shall proportionately be extended. Proposals of
shareholders must satisfy the conditions established by the Securities and
Exchange Commission ("SEC") for shareholder proposals to be included in the
Company's Proxy Statement for that meeting.
COMMUNICATIONS BETWEEN SHAREHOLDERS AND THE BOARD OF DIRECTORS
The Board of Directors of the Company has not adopted a formal procedure that
shareholders must follow to send communications to it. The Board of Directors
does receive communications from shareholders, from time to time, and addresses
those communications as appropriate. Shareholders can send communication to the
Board of Directors in writing, to BlueFire Ethanol Fuels, Inc., 31 Musick,
Irvine, CA 92679, Attention Board of Directors.
The Board of Directors encourages attendance by our directors at the Annual
Meeting of Shareholders.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of five (5) authorized
directors. A total of five (5) directors will be elected at the Meeting to serve
until the next annual shareholder meeting. The nominees for election are Mr.
Arnie Klann, Mr. Chris Nichols, Mrs. Necitas Sumait, Mr. Joseph Emas and Mr.
Victor Doolan. The persons named as "Proxies" in the enclosed form of Proxy will
vote the shares represented by all valid returned proxies in accordance with the
specifications of the shareholders returning such proxies. If no choice has been
specified by a shareholder, the shares will be voted FOR the nominees. If at the
time of the Meeting any of the nominees named below should be unable or
unwilling to serve, which event is not expected to occur, the discretionary
authority provided in the proxy will be exercised to vote for such substitute
nominee or nominees, if any, as shall be designated by the Board of Directors.
If a quorum is present and voting, the nominees for directors receiving the
highest number of votes will be elected. Abstentions and broker non-votes will
have no effect on the vote.
NOMINEES FOR ELECTION AS DIRECTOR
The following sets forth certain information about each of the director
nominees:
ARNOLD KLANN, 55. Mr. Klann has been BlueFire's Chairman of the Board and Chief
Executive Officer since its inception in March 2006. Mr. Klann has been
President of ARK Energy, Inc. and Arkenol, Inc. from January 1989 to present.
Mr. Klann has an AA from Lakeland College in Electrical Engineering.
CHRIS NICHOLS, 40. Mr. Nichols has been BlueFire's Director since its inception
in March 2006. Mr. Nichols is currently the Chairman of the Board and Chief
Executive Officer of Advanced Growing Systems, Inc. Since 2003 Mr. Nichols was
the Senior Vice President of Westcap Securities' Private Client Group. Prior to
this, Mr. Nichols was a Registered Representative at Fisher Investments from
December 2002 to October 2003. He was a Registered Representative with
Interfirst Capital Corporation from 1997 to 2002. Mr. Nichols is a graduate of
California State University in Fullerton with a B.A. degree in Marketing.
NECITAS SUMAIT, 47. Mrs. Sumait has been BlueFire's Director and Senior Vice
President since its inception in March 2006. Prior to this, Mrs. Sumait was Vice
President of ARK Energy/Arkenol from December 1992 to July 2006. Mrs. Sumait has
a MBA in Technological Management from Illinois Institute of Technology and a
B.S. in Biology from De Paul University.
JOSEPH EMAS, 52. Mr. Emas is licensed to practice law in Florida, New Jersey and
New York. Since 2001, Mr. Emas has been the senior partner of Joseph I. Emas,
P.A. Mr. Emas specializes in securities regulation, corporate finance, mergers
and acquisitions and corporate law. Mr. Emas received his Honors BA at
University of Toronto, Bachelor of Administrative Studies, with distinction, at
York University in Toronto, his JD, cum laude from Nova Southeastern Shepard
Broad Law School and his LL.M. in Securities Regulation at Georgetown University
Law Center. Mr. Emas was an Adjunct Professor of Law at Nova Southeastern
Shepard Broad Law School. Mr. Emas received the William Smith Award, Pro Bono
Advocate for Children in 2000 and the 2006 Child Advocacy Award in Florida and
is the author of "Update of Juvenile Jurisdiction Florida Practice in Juvenile
Law." Mr. Emas was been a member of the Juvenile Court Rules Committee for the
State of Florida from 1999 through 2006, and currently sits on the Florida Child
Advocacy Committee. Mr. Emas is a director of several public companies which
trade on both the OTC.BB and Amex.
VICTOR DOOLAN, 66. Mr. Doolan served for approximately three years as president
of Volvo Cars North America until his retirement in March 2005. Prior to joining
Volvo, Mr. Doolan served as the Executive Director of the Premier Automotive
Group, the luxury division of Ford Motor Company from July 1999 to June 2002.
Mr. Doolan also enjoyed a 23-year career with BMW, culminating with his service
as President of BMW of North America from September 1993 to July 1999. Mr.
Doolan has worked in the automotive industry for approximately 36 years. Mr.
Doolan currently serves on the Board of Directors for Sonic Automotive, Inc.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE IN FAVOR OF EACH NOMINEE
EXECUTIVE OFFICERS
In addition to Mr. Klann and Mrs. Sumait whose biographical information is set
forth above, during 2006, the only executive officer is John Cuzens:
JOHN CUZENS, 56. Mr. Cuzens has been BlueFire's Chief Technology Officer and
Senior Vice President since its inception in March 2006. Mr. Cuzens was a
Director from March 2006 until his resignation from the Board in July 2007.
Prior to this, he was Director of Projects Wahlco Inc.from 2004 to June 2006. He
was employed by Applied Utility Systems Inc from 2001 to 2004 and Hydrogen
Burner Technology form 1997-2001. He was with ARK Energy and Arkenol from 1991
to 1997 and is the co-inventor on seven of Arkenol's eight U.S. foundation
patents for the conversion of cellulosic materials into fermentable sugar
products using a modified strong acid hydrolysis process. Mr. Cuzens has a B.S.
Chemical Engineering degree from the University of California at Berkeley.
SUBSEQUENT EXECUTIVE OFFICER
On March 16, 2007, Christopher Scott was appointed by the Board as the Company's
Chief Financial Officer.
CHRISTOPHER SCOTT, 32. Mr. Scott has been BlueFire's Chief Financial Officer
since March 2007. Prior to this, from 2002 to March 2007, Mr. Scott was most
recently the CFO/CCO and FinOp of Westcap Securities, Inc, an NASD Member
Broker/Dealer and Investment Bank headquartered in Irvine, CA. Mr. Scott
currently holds the Series 7, 63, 24, 4, 27, 55, and Series 53 NASD licenses.
>From 1997 to 2002, Mr. Scott was a General Securities and Registered Options
Principal at First Allied Securities Inc. Mr. Scott earned his Bachelors Degree
in Business Administration, with a concentration in Finance, from CSU,
Fullerton.
SIGNIFICAMT EMPLOYEE
WILLIAM DAVIS, 57. Mr. Davis is currently Vice President of Project Management
for BlueFire. Prior to this he was Director of Power Plant Project Development
for Diamond Energy from 2001 to 2006. Prior to this he was VP of Business
Development for Oxbow Power. He has over 30 years in the energy business and was
an energy advisor to the Governor of California. He has been involved in
domestic and international power project development. Mr. Davis is a registered
Architect in three states and graduated from California State University at San
Luis Obispo with a Bachelors of Architecture and a Masters of Science in
Architecture.
FAMILY RELATIONSHIPS
There are no family relationships among our directors, executive officers, or
persons nominated or chosen by the Company to become directors or executive
officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
For the past five years, no director or officer of the Company has been involved
in any of the following: (1) Any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (2) Any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses); (3) Being
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his or her involvement in
any type of business, securities or banking activities; and (4) Being found by a
court of competent jurisdiction (in a civil action), the Commission or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
ADVERSE PROCEEDINGS
There exists no material proceeding to which any director or officer is a party
adverse to the Company small business issuer or has a material interest adverse
to the Company.
CODE OF ETHICS
The Company has adopted a code of ethics that is applicable to our directors and
officers. Our code of ethics is posted on our website and can be accessed at
WWW.BLUEFIREETHANOL.COM.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company's Board of Directors currently serves as its Audit Committee,
furthermore the Board has determined that the Company does not have an audit
committee financial expert serving on its Audit Committee. This is due to the
limited resources of the Company, however, the Board of Directors intends to
have a financial expert serving on its Audit Committee shortly.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the current common stock ownership of (i) each
person known by the Company to be the beneficial owner of five percent or more
of the Company's common stock based upon 21,520,514 shares outstanding as of
July 27, 2007, (ii) each director of the Company individually and (iii) all
officers and directors of the Company as a group. In computing the number of
shares beneficially owned by a person and the percentage of ownership of that
person, shares of common stock subject to options held by that person that are
currently exercisable, as appropriate, or will become exercisable within sixty
(60) days of the reporting date are deemed outstanding, even if they have not
actually been exercised. Those shares, however, are not deemed outstanding for
the purpose of computing the percentage ownership of any other person. Unless
otherwise indicated, each person has sole voting and investment power with
respect to the shares of common stock shown, and all ownership is of record and
beneficial. The address of each owner who is an officer or director is in care
of the Company at 31 Musick, Irvine California 92618.
TITLE OF NUMBER OF PERCENT OF
CLASS NAME OF BENEFICIAL OWNER SHARES CLASS
- -------------------------------------------------------------------------------------------------------------
Common Arnold Klann, CEO and Director 13,972,500(1) 63.8%
Common Necitas Sumait, VP and Director 1,373,750(2) 6.3%
Common John Cuzens, VP 1,373,750(3) 6.3%
Common Christopher Scott, CFO 63,980 *
Common Chris Nichols, Director 60,000 *
Common Joseph Emas, Director 0 0
Common Victor Doolan, Director 0 0
All officers and directors as a group (6 persons) 16,843,980 75.7%
(1) Includes 375,000 shares issuable to Mr. Klann pursuant to options to
purchase shares of our common stock within 60 days of July 27, 2007.
(2) Includes 168,750 shares issuable to Mrs. Sumait pursuant to options to
purchase shares of our common stock within 60 days of July 27, 2007.
(3) Includes 168,750 shares issuable to Mr. Cuzens pursuant to options to
purchase shares of our common stock within 60 days of July 27, 2007.
*Less than 1%.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 1, 2006, BueFire entered into a Technology License agreement with
Arkenol, a company in which the Company's Chairman, CEO and majority shareholder
Arnold Klann holds a 25% interest. Arkenol has its own management and board
separate and apart from the Company. According to the terms of the agreement,
Bluefire was granted an exclusive, non-transferable, North American license to
use and to sub-license the Arkenol Technology (discussed above in Business of
Issuer). As consideration for the grant of the license, Bluefire shall make a
one time payment of $1,000,000 at first project construction funding and for
each plant make the following payments: (1) royalty payment of 4% of the gross
sales price for sales by Bluefire or its sublicensees of all products produced
from the use of the Arkenol Technology (2) and a one time license fee of $40.00
per 1,000 gallons of production capacity per plant. According to the terms of
the agreement, Bluefire made a one time exclusivity fee prepayment of $30,000
during the period ended August 31, 2006.
On March 1, 2006, Bluefire entered into an Asset Transfer and Acquisition
Agreement with ARK Energy, a company which is fifty percent (50%) owned by the
Company's Chairman, CEO and majority shareholder, Arnold Klann. There are no
other common stockholders, officers or directors. ARK Energy has its own
management and board separate and apart from the Company. Based upon the terms
of the agreement, ARK Energy transferred certain rights, assets, work-product,
intellectual property and other know-how on project opportunities that may be
used to deploy the Arkenol Technology. In consideration, Bluefire has agreed to
pay a performance bonus of up to $16,000,000 when certain milestones are met.
These milestones include, but are not limited to, transferee's project
implementation which would be demonstrated by start of the construction of a
facility or completion of financial closing which ever is earlier. Management
did not incur the costs of a third party valuation but based its valuation of
the assets acquired by (1) an arms length review of the value assigned by ARK
Energy to the opportunities is based on the actual costs it incurred in
developing the project opportunities and (ii) anticipated financial benefits to
the Company.
In December 2006, the Company entered into a Promissory Note with its Chairman,
CEO and majority shareholder Arnold Klann, whereby Mr. Klann loaned the Company
$90,000 with a flat fee of 10% of the principal, or lower if required by law, to
be repaid upon the Company achieving certain investor financing milestones. In
addition, on January 5, 2007 the Company entered into a $25,000 promissory note
with the Company's Chairman, CEO and majority shareholder. Under the terms of
the note, the Company is to repay any principal balance within 30 days of
receiving qualified investment financing and a maximum fee of $2,500. The
principal balance and all accrued interest were paid in full during the month of
January of 2007.
On December 18, 2006 the Company engaged Director Christopher Nichols as a
consultant on a non-exclusive basis to prepare, review and comment on various
presentations, press releases, or other public relations documentation as
requested by the Company. Consultant shall also provide the Company with capital
market support through its network of portfolio managers, hedge funds, brokers,
market-makers, institutions and other market support professionals and
organizations. Consultant may also advise the Company from time to time, as
requested by the Company, on potential development and business relationships
that may benefit the Company's financial market positioning. Consultant was
compensated in the form of 20,000 shares of restricted common stock. This
agreement was mutually terminated on July 13, 2007.
On February 13, 2007, the Company entered into a consulting agreement with a
corporate technology consultant entity owned by its subsequent Chief Financial
Officer Chris Scott. The consultant shall review, comment, and implement as
requested by the Company on any Information Technology rollout. Under the terms
of the agreement consulting entity will receive 12,500 restricted shares of the
Company's common stock at the signing of the agreement and 37,500 shares after
effectiveness of the agreement in equal parts on June 1, 2007, September 1,
2007, and December 1, 2007.
On March 16, 2007, the Company obtained a 10% annual interest line of credit in
the amount of $1,500,000 from it's Chairman/Chief Executive Officer and majority
shareholder Arnold Klann to provide additional liquidity to the Company as
needed. Under the terms of the note, the Company is to repay any principle
balance and interest within 30 days of receiving qualified investment financing
of $5,000,000 or more.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors, executive
officers and persons who beneficially own 10% or more of a class of securities
registered under Section 12 of the Exchange Act to file reports of beneficial
ownership and changes in beneficial ownership with the SEC. Directors, executive
officers and greater than 10% stockholders are required by the rules and
regulations of the SEC to furnish the Company with copies of all reports filed
by them in compliance with Section 16(a).
No persons were required to make such filings during the 2006 fiscal year.
COMPENSATION OF OFFICERS AND DIRECTORS
2006
SUMMARY COMPENSATION TABLE
CHANGE
IN PENSION
VALUE AND
NON-EQUITY NONQUALIFIED
INCENTIVE DEFERRED ALL OTHER
NAME AND SALARY BONUS STOCK OPTIONS PLAN COMPENSATION COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) AWARDS ($) AWARDS ($) COMPENSATION ($) EARNINGS ($) ($) TOTAL ($)
- -------------------- ------ --------- ------- ------------ -------------- ---------------- -------------- -------------- -----------
Arnold Klann 2006 113,000 16,750 (1) 2,480,000 2,609,750
Director and
President
------------
Necitas Sumait 2006 78,000 16,750 (1) 1,116,000 1,210,750
Director, Secretary
and VP
------------
John Cuzens 2006 75,000 16,750 (1) 1,116,000 1,207,750
Director, Treasurer
and VP
------------
Chris Nichols 2006 2,500 16,750 (1) 73,000 (2) 92,250
Director
(1) Reflects value of 5,000 shares of restricted common stock received as compensation as Director.
(2) Reflects value of consideration received as compensation for consultant services.
2006 GRANTS OF PLAN-BASED AWARDS TABLE
NUMBER OF ESTIMATED FUTURE PAYOUTS UNDER ESTIMATED FUTURE PAYOUTS UNDER
NON-EQUITY NON-EQUITY INCENTIVE PLAN AWARDS EQUITY INCENTIVE PLAN AWARDS
INCENTIVE PLAN -------------------------------- ------------------------------
GRANT APPROVAL UNITS GRANTED THRESHOLD TARGET MAXIMUM THRESHOLD TARGET MAXIMUM
NAME DATE DATE (#) ($) ($) ($) (#) (#) (#)
- ---- ---- ---- --- --- --- --- --- --- ---
Arnold Klann 12/14/06 12/14/06
Necitas Sumait 12/14/06 12/14/06
John Cuzens 12/14/06 12/14/06
Chris Nichols
(continued below)
- -----------------
ALL OTHER ALL OTHER
STOCK AWARDS: OPTION AWARDS: EXERCISE OR CLOSING
NUMBER OF NUMBER OF BASE PRICE PRICE ON
SHARES OF SECURITIES OF OPTION GRANT
STOCK OR UNDERLYING AWARDS DATE
UNITS (#) OPTIONS(#) ($ / SH) ($ / SH)
--------- ---------- -------- --------
Arnold Klann 1,000,000 $2.00 $3.05
Necitas Sumait 450,000 $2.00 $3.05
John Cuzens 450,000 $2.00 $3.05
Chris Nichols
- ---------------------
*
2006 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
OPTION AWARDS STOCK AWARDS
----------------------------------------------------------- ----------------------------------------------------
EQUITY
INCENTIVE
EQUITY EQUITY INCENTIVE PLAN AWARDS:
INCENTIVE PLAN AWARDS: MARKET OR
PLAN AWARDS: MARKET NUMBER OF PAYOUT VALUE
NUMBER OF NUMBER OF NUMBER OF NUMBER OF VALUE OF UNEARNED OF UNEARNED
SECURITIES SECURITIES SECURITIES SHARES OR SHARES OR SHARES, UNITS SHARES, UNITS
UNDERLYING UNDERLYING UNDERLYING UNITS OF UNITS OF OR OTHER OR OTHER
UNEXERCISED UNEXERCISED UNEXERCISED OPTION STOCK THAT STOCK THAT RIGHTS THAT RIGHTS THAT
OPTIONS OPTIONS UNEARNED EXERCISE OPTION HAVE NOT HAVE NOT HAVE NOT HAVE NOT
(#) (#) OPTIONS PRICE EXPIRATION VESTED VESTED VESTED VESTED
NAME EXERCISABLE UNEXERCISABLE (#) ($) DATE (#) ($) (#) ($)
- ---- ----------- ------------- --- --- ---- --- --- --- ---
Arnold Klann 83,333 916,667 2.00 12/14/11
Necitas Sumait 37,500 412,500 2.00 12/14/11
John Cuzens 37,500 412,500 2.00 12/14/11
Chris Nichols
2006 OPTION EXERCISES AND STOCK VESTED TABLE
OPTION AWARDS STOCK AWARDS
--------------------------------------------- ----------------------------------------
NUMBER OF SHARES VALUE REALIZED NUMBER OF SHARES VALUE REALIZED
ACQUIRED ON EXERCISE ON EXERCISE ACQUIRED ON VESTING ON VESTING
NAME (#) ($) (#) ($)
- ---- --- --- --- ---
Arnold Klann
Necitas Sumait
John Cuzens
Chris Nichols
2006 PENSION BENEFITS TABLE
PRESENT VALUE
NUMBER OF YEARS OF ACCUMULATED PAYMENTS DURING LAST
CREDITED SERVICE BENEFIT FISCAL YEAR
NAME PLAN NAME (#) ($) ($)
- ---------- ----------------- ---------------------- ----------------- -----------------------
Arnold Klann
Necitas Sumait
John Cuzens
Chris Nichols
2006 NONQUALIFIED DEFERRED COMPENSATION TABLE
REGISTRANT AGGREGATE
EXECUTIVE CONTRIBUTION CONTRIBUTIONS IN LAST AGGREGATE EARNINGS WITHDRAWALS / AGGREGATE BALANCE AT
IN LAST FISCAL YEAR FISCAL YEAR IN LAST FISCAL YEAR DISTRIBUTIONS LAST FISCAL YEAR-END
NAME ($) ($) ($) ($) ($)
- ---- --- --- --- --- ---
Arnold Klann
Necitas Sumait
John Cuzens
Chris Nichols
2006 DIRECTOR COMPENSATION TABLE
CHANGE
IN PENSION
VALUE AND
NONQUALIFIED
NON-EQUITY DEFERRED
FEES EARNED OR INCENTIVE PLAN COMPENSATION ALL OTHER
PAID IN CASH STOCK AWARDS OPTION AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL
NAME ($) ($) ($) ($) ($) ($) ($)
---- --- --- --- --- --- --- ---
Arnold Klann 16,750 16,750
Necitas Sumait 16,750 16,750
John Cuzens 16,750 16,750
Chris Nichols 2,500 16,750 73,000 (1) 92,250
(1) Reflects value of consideration received as compensation for consultant services.
2006 ALL OTHER COMPENSATION TABLE
PERQUISITES COMPANY CHANGE
AND OTHER CONTRIBUTIONS SEVERANCE IN CONTROL
PERSONAL TAX INSURANCE TO RETIREMENT AND PAYMENTS/ PAYMENTS/
BENEFITS REIMBURSEMENTS PREMIUMS 401(K) PLANS ACCRUALS ACCRUALS
NAME YEAR ($) ($) ($) ($) ($) ($) TOTAL ($)
- ---- ---- --- --- --- --- --- --- ---------
Arnold Klann
Necitas Sumait
John Cuzens
Chris Nichols
2006 PERQUISITES TABLE
PERSONAL USE OF
COMPANY FINANCIAL PLANNING TOTAL PERQUISITES AND
NAME YEAR CAR/PARKING LEGAL FEES CLUB DUES EXECUTIVE RELOCATION OTHER PERSONAL BENEFITS
- ---- ---- ----------- ---------- --------- -------------------- ------------------------
Arnold Klann
Necitas Sumait
John Cuzens
Chris Nichols
2006 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
BEFORE CHANGE IN AFTER CHANGE IN
CONTROL CONTROL
TERMINATION TERMINATION
W/O CAUSE OR FOR W/O CAUSE OR VOLUNTARY CHANGE IN
NAME BENEFIT GOOD REASON OR GOOD REASON TERMINATION DEATH DISABILITY CONTROL
- ---- ------- ----------- -------------- ----------- ----- ------------------ -------
Arnold Klann Full comp. first 2
months, 50% of
comp. next 4 months
Necitas Sumait Full comp. first 2
months, 50% of
comp. next 4 months
John Cuzens Full comp. first 2
months, 50% of
comp. next 4 months
Chris Nichols Full comp. first 2
months, 50% of
comp. next 4 months
- ------------
* List each applicable type of benefit in a separate row, e.g., severance pay,
bonus payment, stock option vesting acceleration, health care benefits
continuation, relocation benefits, outplacement services, financial planning
services or tax gross-ups.
PROPOSAL NO. 2
RATIFICATION OF BOARD OF DIRECTORS' SELECTION OF MCKENNON, WILSON & MORGAN LLP
AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2007
The Board of Directors has appointed the firm of McKennon, Wilson & Morgan LLP
as the independent auditor to audit the accountants of the Company and its
subsidiary for the year 2007. This firm has audited the accountants and records
of the Company and its subsidiary since 2005. Representatives of McKennon,
Wilson & Morgan LLP are invited to attend the Annual Meeting and to respond to
appropriate questions, and they will have the opportunity to make a statement if
they wish.
In the event shareholders fail to ratify the appointment of McKennon, Wilson &
Morgan, LLP the Board of Directors will reconsider this appointment. Even if the
appointment is ratified, the Board of Directors, in its discretion, may direct
the appointment of a different independent auditor at any time during the year
if the Board of Directors determines that such a change would be in the
interests of the Company and its shareholders.
The affirmative vote of the holders of a majority of the Company's common stock
represented and voting at the meeting either in person or by proxy will be
required to for approval of this proposal. Neither abstentions nor broker
non-votes shall have any effect on the outcome of this vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE IN FAVOR OF PROPOSAL NUMBER 2
RELEVANT INFORMATION
a. Audit Fees: Aggregate fees billed for professional services rendered for the
audit of our annual financial statements for the period ended August 31, 2006
and the period ended December 31, 2006 were approximately $15,000 and $13,000,
respectively.
b. Audit-Related Fees: No fees were billed for assurance and related services
reasonably related to the performance of the audit or review of our financial
statements and not reported under "Audit Fees" above in the period ended
December 31, 2006.
c. Tax Fees. Fees billed for tax services were approximately $0 in the period
ended December 31, 2006
d. All Other Fees: Aggregate fees billed for services other than those described
above were approximately $5,000 in the period ended December 31, 2006. These
fees were primarily for review of our Form 10-SB.
OTHER MATTERS
We have not received notice of and do not expect any matters to be presented for
vote at the meeting, other than the proposals described in this Proxy Statement.
If you grant a proxy, the person named as proxy holder, Rigel Stone, or their
nominees or substitutes, will have the discretion to vote your shares on any
additional matters properly presented for a vote at the meeting. If for any
unforeseen reason, any of our nominees are not available as a candidate for
director, the proxy holder will vote your proxy for such other candidate or
candidates nominated by our Board.
By Order of the Board of Directors
Arnie Klann
Chairman of the Board
Irvine, California
July 27, 2007
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BLUEFIRE ETHANOL FUELS, INC.
The undersigned hereby appoints Rigel Stone as Proxy with full power of
substitution to vote all the shares of common stock which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Shareholders
to be held on August 22, 2007 at 9:00 a.m. at the Irvine Marriott, 18000 Von
Karman Ave, Irvine, CA 92612, or at any adjournment thereof, and upon any and
all matters which may properly be brought before the meeting or any adjournments
thereof, hereby revoking all former proxies.
Election of Directors
The nominees for the Board of Directors are:
Arnold Klann Chris Nichols Necitas Sumait
Joseph Emas Victor Doolan
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THE NOMINEE(S) NAME ON THE SPACES PROVIDED BELOW:
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
The Board of Directors recommends a vote FOR Proposal 1 and ratification of
Proposal 2.
1. To elect five (5) directors to hold office for a one year term or until
each of their successors are elected and qualified (except as marked to
the contrary above).
|_| FOR |_| AGAINST |_| ABSTAINS |_| WITHHOLDS
2. To ratify the appointment of McKennon, Wilson & Morgan LLP as the
independent auditor of the Company.
|_| FOR |_| AGAINST |_| ABSTAINS |_| WITHHOLDS
3. TO WITHHOLD THE PROXY'S DISCRETIONARY VOTE ON YOUR BEHALF WITH REGARDS
TO ANY OTHER MATTERS THAT ARE PROPERLY PRESENTED FOR A VOTE AT THE
MEETING, PLEASE MARK THE BOX BELOW.
|_| WITHHOLDS
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MATTER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH OF THE PROPOSALS.
Dated: _______________, 2007
__________________________________________
Signature of Shareholder
__________________________________________
Signature of Shareholder
Please date and sign exactly as your name(s) appears hereon. If the shares are
registered in more than one name, each joint owner or fiduciary should sign
personally. When signing as executor, administrator, trustee or guardian give
full titles. Only authorized officers should sign for a corporation.