BIOF Blue Biofuels Inc (QB)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter ended March 31, 2024

 

Commission File Number: 000-54942

 

BLUE BIOFUELS, INC.

(Exact name of small Business Issuer as specified in its charter)

 

Nevada		45-4944960
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

 

3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL		33410
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (888) 607-3555

 

n/a

Former name or former address if changed since last report

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Exchange Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock par value $0.001		BIOF		OTCQB

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒.

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☒	Emerging Growth Company ☐
		Smaller reporting company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $29,189,366.

 

State the number of shares outstanding of the registrant’s $.001 par value common stock as of the close of business on the latest practicable date (May 18, 2024): 302,865,508.

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Blue Biofuels, Inc. (the “Company”) for the fiscal quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on May 6^th, 2024 (the “Original Filing”). This Amendment is being filed because the Original Filing was reviewed by BF Borgers and its sole partner Ben Borgers who were suspended from practicing before the Commission which prevented the prior report from being included in the Company’s filings with the Commission. Various changes were made to the Quarterly Report by the Company after being reviewed by its new audit firm, Assure CPA, including changes to the condensed consolidated balance sheet and statement of operations.

 

 

TABLE OF CONTENTS

 

		Page
	PART I—FINANCIAL INFORMATION
ITEM 1.	Condensed and Consolidated Financial Statements (unaudited)	4
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	20
ITEM 4.	Controls and Procedures	20
	PART II—OTHER INFORMATION
ITEM 1.	Legal Proceedings	21
ITEM 1A.	Risk Factors	21
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
ITEM 3.	Defaults Upon Senior Securities	22
ITEM 4.	Mine Safety Disclosures	22
ITEM 5.	Other Information	22
ITEM 6.	Exhibits	22
	Signatures	23

 

 

PART I – FINANCIAL INFORMATION

 

TABLE OF CONTENTS

 

Index to Financial Statements		Page
Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023		4
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)		5
Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited)		6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)		7
Notes to Condensed Consolidated Financial Statements (unaudited)		8

 

 

Blue Biofuels, Inc.

Financial Statements

Period Ended March 31, 2024

 

UNAUDITED FINANCIAL STATEMENTS

OF

BLUE BIOFUELS, INC.

 

Blue Biofuels, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

		March 31, 2024				December 31, 2023
ASSETS
Current assets
Cash and cash equivalents		$	24,319			$	41,008
Prepaid expenses			32,751				35,750
TOTAL CURRENT ASSETS		$	57,070			$	76,758
Other assets
Property and equipment, net of accumulated depreciation and amortization of $272,899 and $243,089 at March 31, 2024 and December 31,2023, respectively		$	557,498				587,308
Security deposits			30,276				30,276
Right of Use Assets, net of accumulated amortization			56,764				81,091
Patents			275,611				254,786
TOTAL OTHER ASSETS		$	920,149			$	953,461
TOTAL ASSETS		$	977,219			$	1,030,219
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable			25,282				22,798
Accounts payable - Related Party			72,670				72,670
Accounts payable		$	72,670			$	72,670
Deferred wages and directors fees - Related party			1,154,012				828,312
Right of Use Lease Liability - Current			60,637				85,983
Convertible Notes Payable — Other			200,000				-
Convertible Notes Payable — Related Party			370,000				350,000
Convertible Notes Payable		$	370,000			$	350,000
Interest Payable - Related Party			185,498				143,406
TOTAL CURRENT LIABILITIES		$	2,068,099			$	1,503,169
Long term liabilities
Convertible Notes Payable – Related Party			340,000				300,000
Convertible Notes Payable – Other			50,000				50,000
Legacy Notes Payable — Related Party			2,521,562				2,521,562
Legacy Notes Payable — Other			216,570				216,570
TOTAL LONG TERM LIABILITIES		$	3,128,132			$	3,088,132
TOTAL LIABILITIES		$	5,196,231			$	4,591,301
COMMITMENTS AND CONTINGENCIES (Note 8)			-
STOCKHOLDERS’ 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; 302,803,463 issued and outstanding at March 31, 2024, and 302,750,963 shares issued and outstanding at December 31, 2023.			302,803				302,751
Additional paid-in capital			52,261,837				51,972,947
Accumulated deficit			(56,783,652	)			(55,836,780	)
TOTAL STOCKHOLDERS’ DEFICIT		$	(4,219,012	)		$	(3,561,082	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	977,219			$	1,030,219

 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

 

Blue Biofuels, Inc

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

 

		2024				2023
		Three Months Ended
		31-Mar
		2024				2023
Revenues		$	-			$	-
Operating expense:
General and administrative			295,982				369,845
Research & Development			607,635				684,562
Loss on disposal of assets			-				369
Total operating expenses			903,617				1,054,776
Loss from operations:			(903,617	)			(1,054,776	)
Other (income) expense:
Interest expense - related party			42,092				6,712
Interest expense - other			1,163				2,602
Total other (income) expense			43,255				9,314
Income (Loss) before provisions for income taxes		$	(946,872	)		$	(1,064,090	)
Provisions for income taxes			-				-
Net Income / (Loss):		$	(946,872	)		$	(1,064,090	)
Net income (loss) per share		$	(0.003	)		$	(0.004	)
Weighted average common shares outstanding
Basic and Diluted			302,788,463				295,025,276

 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

 

Blue Biofuels, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

 

		Shares				Amount				Capital				Deficit				(Deficiency)
		Common Stock								Additional Paid-in				Accumulated				Total Stockholder’s
		Shares				Amount				Capital				Deficit				(Deficit)
Balance as of December 31, 2022			289,941,623			$	289,942			$	50,134,727			$	(52,781,586	)		$	(2,356,917	)
Issuance of common stock for services			140,000			$	140			$	23,860				-			$	24,000
Issuance of common stock and warrants for cash through PPM			3,884,998				3,885				578,865				-				582,750
Warrants exercised			5,450,148				5,450				66,800				-				72,250
Vesting of 2,385,000 options under the employee, director plan											391,297				-				391,297
Vesting of options under the employee, director plan										$	391,297				-			$	391,297
Net Income (Loss)														$	(1,064,090	)		$	(1,064,090	)
Balance as of March 31, 2023			299,416,769			$	299,417			$	51,195,549			$	(53,845,676	)		$	(2,350,710	)
Balance as of December 31, 2023			302,750,963			$	302,751			$	51,972,947			$	(55,836,780	)		$	(3,561,082	)
Balance			302,750,963			$	302,751			$	51,972,947			$	(55,836,780	)		$	(3,561,082	)
Issuance of common stock for services			52,500			$	52			$	4,148				-			$	4,200
Issuance of 87,500 warrants for services							-				5,494				-				5,494
Issuance of warrants for services						$	-			$	5,494				-			$	5,494
Vesting of 1,875,000 options and repricing of options under the employee, director plan											279,248				-				279,248
Vesting of options and adjustment of strike prices under the employee, director plan										$	279,248				-			$	279,248
Net Income (Loss)														$	(946,872	)		$	(946,872	)
Balance as of March 31, 2024			302,803,463			$	302,803			$	52,261,837			$	(56,783,652	)		$	(4,219,012	)
Balance		$	302,803,463			$	302,803			$	52,261,837			$	(56,783,652	)		$	(4,219,012	)

 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

 

Blue Biofuels, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Three Months Ended				For the Three Months Ended
		31-Mar-24				31-Mar-23
Cash flows from operating activities
Net Income (Loss)		$	(946,872	)		$	(1,064,090	)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization			29,810				29,842
Stock based compensation or services			288,942				415,297
Loss on Disposal of assets			-				369
Changes in operating assets and liabilities
Prepaid expenses			2,999				(18,000	)
Accrued interest - related party			42,092				6,712
Accounts payable and accrued liabilities			328,184				19,559
Right of use lease			(1,019	)			1,192
Net cash used in operating activities			(255,864	)			(609,119	)
Cash flows from investing activities
Net Purchase of property and equipment			-				(282,038	)
Patent Costs			(20,825	)			(12,621	)
Net cash used in investing activities			(20,825	)			(294,659	)
Cash flows from financing activities
Proceeds from exercise of warrants and options			-				72,250
Chapter 11 Settlement			-				(50,000	)
Net Proceeds from the issuance of Convertible Notes			260,000				250,000
Net proceeds from issuance of common stock			-				582,750
Net cash provided by financing activities			260,000				855,000
Net decrease in cash and cash equivalents			(16,689	)			(48,778	)
Cash and cash equivalent at beginning of the period			41,008				211,901
Cash and cash equivalent at end of the period		$	24,319			$	163,123

 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

 

 

Blue Biofuels, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – ORGANIZATION

 

Blue Biofuels, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc. Since December 2013, Blue Biofuels, Inc. (the “Company”) has been a technology company focused on emerging technologies in renewable energy, biofuels, and lignin.

 

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 March 31, 2024, the Company has incurred accumulated losses of $56,783,652. The Company expects to incur significant additional losses and liabilities in connection with its start-up and commercialization activities. These factors, among others, raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments related to the recoverability and classifications of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. There are no assurances that the Company will continue as a going concern.

 

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, or 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.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

8

 

Operating results for the three months ended March 31, 2024, may not be indicative of full year 2024 results.

 

In management’s opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of March 31, 2024, and our results of operations, changes in stockholders’ deficit and cash flows for the three months ended March 31, 2024 and 2023.

 

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”. Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718, 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 three months ended March 31, 2024, were valued on the date of issuance. The following assumptions were used in calculations of the Black-Scholes option pricing models for warrant-based stock compensation issued in the three months ended March 31, 2024:

 SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION

		1/2/24				1/8/24				3/28/24
Risk-free interest rate			3.93	%			4.01	%			4.20	%
Expected life			5 years				5 years				5 years
Expected dividends			0	%			0	%			0	%
Expected volatility			91.92	%			92.01	%			89.73	%
BIOF common stock fair value		$	0.083			$	0.095			$	0.105

 

9

 

Research and Development

 

The Company expenses all research and development costs as incurred. For the three months ended March 31, 2024, and March 31, 2023, the amounts charged to research and development expenses were $607,635 and $684,562, respectively.

 

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.

 

Net Income (Loss) per Common Share:

 

Basic Net income (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 common stock that potentially could be issued upon the conversion of convertible notes or upon the exercise of outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method. Due to net losses, all potential dilutive securities 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.

 

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.

 

NOTE 4 – PROPERTY AND EQUIPMENT

 SCHEDULE OF PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT		Life				March 31, 2024				December 31, 2023
Building and Improvements			15			$	9,370			$	9,370
Machinery and Equipment			10				795,606				795,606
Furniture and Fixtures			5				13,596				13,596
Computer Equipment			3				11,825				11,825
Property and Equipment, gross						$	830,397			$	830,397
Less Accumulated Depreciation							(272,899	)			(243,089	)
Property and Equipment						$	557,498			$	587,308

 

Total depreciation expense was $29,810 for the three months ended March 31, 2024.

 

10

 

NOTE 5 – PATENTS

 

The Company has been granted one patent on its technology and one continuation patent, 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 $275,611 as of March 31, 2024.

 

NOTE 6 – DEBT

 

Notes Payable – Related Parties

 

In Q1 2024, the Company issued convertible notes to board member Chris Kneppers totaling $60,000. The Notes bear no interest and are convertible at the option of the lender into common shares of the Company at 8 cents per share, plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 750,000 shares and warrants.

 

In 2023, the Company entered into long-term convertible notes with board member Chris Kneppers, with principal balances of $110,000 that are to be repaid when the Company receives $5 million in equity investment. The Notes carry a 10% interest per annum. The Notes are convertible, at the option of the lender, into common shares of the Company at 15 cents per share, plus a warrant with a strike price of 25 cents per share and a 5-year expiration, for a total of 733,333 shares and warrants.

 

On November 11, 2023, and also on July 7, 2023, the Company entered into two long-term convertible notes with board member Edmund Burke, with a total principal balance of $15,000 and $25,000, respectively, that are to be repaid when the Company receives an equity investment of at least $3 million. Otherwise, they accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 50,000 and 30,000 respectively every 12 months instead of interest, with a minimum of 80,000 warrants. The Notes may convert into common stock at $0.13/share at the option of the holder for a total of 307,692 shares.

 

In June 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $100,000, that if it’s not paid by December 6, 2023, it automatically extends for another 6 months. It’s convertible at the option of the lender into common stock at $0.13/share for a total of 769,231 shares.

 

In April 2023, the Company entered into a long-term convertible note with board member Edmund Burke, with a principal balance of $150,000, that is to be repaid when the Company receives an equity investment of at least $1.5 million. Otherwise, it accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 100,000 every 6 months instead of interest. It may convert into common stock at $0.13/share at the option of the holder for a total of 1,153,846 shares.

 

In January 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $250,000, that if it’s not paid by July 4, 2023, it converts at the option of the Company into common stock at $0.13/share for a total of 1,923,077 shares.

 

11

 

Legacy Notes Payable – Related Party

 

On May 31, 2019, the Company entered into an agreement with Chris and Pamela Jemapete such that its debt of $100,630 shall be repaid by the Company out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization, which was confirmed by the Court on September 18, 2019. The debt bears no interest.

 

On May 20, 2019, the Company entered into an agreement with Steven Sadaka such that the $100,000 owed to him shall be repaid out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed on September 18, 2019.

 

Between November 30, 2018 and December 14, 2018, the Company entered into agreements to renegotiate various debts owed to founders and related parties. These agreements were subject to the bankruptcy Court’s plan confirmation. The Plan, which was confirmed by the Court on September 18, 2019, indicated that the debt to Mark Koch shall be $240,990; the debt to Animated Family Films $579,942; and the debt to Steven Dunkle, CTWC, & Wellington Asset Holdings $1.5 million. All these notes are to be paid from future profits and discharged to the extent unpaid five years after Plan effective date, which was September 18, 2019.

 

Notes Payable – Other

 

In Q1 2024, the Company issued convertible notes to 4 different individuals totaling $200,000. These notes carry no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per shares plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 2,500,000 shares and warrants.

 

In December 2023, the Company issued a convertible note to one individual for $50,000. This note carries no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per shares plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 625,000 shares and warrants.

 

Legacy Notes Payable – Other

 

On March 19, 2019, the Company entered into an agreement with Lucas Hoppel, such that its combined debt on two notes shall be reduced to $100,000 without interest. The sum shall be repaid by the Company out of 5% of future gross revenues, within 30 days after the end of the first calendar quarter in which the Company has revenue. This agreement was subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019.

 

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.

 

On November 30, 2018, the Company entered into an agreement with a third party such that its debt will be reduced to $96,570 to be paid with no interest out of 50% of the future net profits of the Company. The Company’s Plan of reorganization confirmed by the bankruptcy Court on September 18, 2019, stipulated that this debt is discharged to the extent unpaid five years from the date of Plan confirmation, or on September 18, 2024.

 

A summary of all debts indicated in the Notes above is as follows:

 

SCHEDULE OF NOTES PAYABLE

Notes Payable		March 31, 2024				December 31, 2023
Short Term Convertible Note – Related Party		$	370,000			$	350,000
Short Term Convertible Notes — Other			200,000				0
Long Term Convertible Notes – Related Party			40,000				0
Long Term Convertible Notes -- Other			50,000				50,000
Long Term Convertible Notes Payable after equity investment – Related Party			300,000				300,000
Long Term Notes Payable from future revenue — Related Party			200,630				200,630
Long Term Notes Payable from future revenue — Other			120,000				120,000
Long-Term Notes Payable expiring on September 18, 2024 — Related Party			2,320,932				2,320,932
Long Term Notes Payable expiring on September 18, 2024 — Other			96,570				96,570
TOTAL NOTES		$	3,698,132			$	3,438,132

 

Only $100,000 of the $3,698,132 payable as of March 31, 2024, is payable in cash at a specific point in time. $300,000 is due only after a significant capital investment. $320,630 is due out of future revenue with no specific due date. $2,417,502 will be discharged if not paid by September 18, 2024, which is 5 years after the Company exited Chapter 11. The remaining Notes that would not be discharged are $1,230,630, consisting of $860,630 due to related parties, and $370,000 due to others.

 

12

 

NOTE 7 – STOCKHOLDERS’ EQUITY

 

The total number of shares of capital stock, which the Company has authority to issue, is 1,010 million, 1 billion of which are designated as common stock at $0.001 par value (the “Common Stock”) and 10 million of which are designated as preferred stock par value $0.001 (the “Preferred Stock”). As of March 31, 2024, the Company had 302,803,463 shares of Common Stock issued and outstanding and no shares of Preferred Stock were issued. Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. The Company has yet to designate any rights, preferences and privileges for any of its authorized Preferred Stock.

 

For the three months ended March 31, 2024, the Company issued an aggregate of 52,500 shares of its common stock for services valued at $4,200.

 

For the three months ended March 31, 2024, 87,500 warrants were issued for services. Using a Black-Scholes asset pricing model, these had a value of $5,494.

 

For the three months ended March 31, 2024, 0 shares of common stock were issued for cash.

 

For the three months ended March 31, 2024, 133,333 warrants expired. Remaining warrants outstanding are 23,945,143.

 

For the three months ended March 31, 2024, 1,875,000 stock options vested. Using a Black-Scholes asset pricing model, these had a value of $251,290. During the three months ended March 31, 2024, the Company recognized additional stock based compensation of $27,958 in connection with modification of the exercise price of 6,175,000 vested options. As of the end of March 31, 2024, the total number of options outstanding and vested is 29,955,000 and unvested is 31,600,000.

 

At March 31, 2024, there was $960,000 in convertible notes that, if converted, would convert into 8,762,179 shares and 4,608,333 warrants.

 

NOTE 8 - 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 in any litigation at this time.

 

Leases

 

The Company 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.

 

Rent expense for the three months ending March 31, 2024, and 2023, were $25,977and $24,327, respectively. At March 31, 2024, future minimum lease payments due under existing leases are $60,637 which will be paid in the remainder of 2024.

 

13

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

Related Party Transactions

 

Related Party transactions with the Company are as follows:

 

	1)	Short-term notes payable, convertible notes, and legacy liabilities issued to related parties are described in NOTE 6.
	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 receive less than full salaries.
	3)	During the three month period ended March 31, 2024, the board approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light of the fact that they are again accruing unpaid salaries. CEO Ben Slager is to receive $525,000 and CFO Anthony Santelli $325,000.

 

NOTE 10 – 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 April 1, 2024, to the date of this filing, the Company issued 140,000 warrants for services and cancelled 350,000 warrants.

 

From April 1, 2024, to the date of this filing, the Company issued convertible notes to related parties for $80,000 and to unrelated parties for $50,000.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

Forward-Looking Statements

 

This quarterly report contains forward-looking statements and information relating to the Company that are based on the beliefs of its management as well as assumptions made by, and information currently available to, its management. When used in this report, the words “believe,” “anticipate,” “expect,” “estimate,” “intend”, “plan” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that the Company desires to effect; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks”; and other risks and uncertainties. Some of those risks and uncertainties include the risk factors set forth in this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this financial statement identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the foregoing cautionary statement.

 

Business Overview

 

Blue Biofuels, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc. Since December 2013, Blue Biofuels, Inc. (the “Company”) has been 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 reactor technology with a higher yield and a continuous throughput in the Cellulose-to-Sugar process, or CTS, and the Company filed a process patent application for this technology. Mr. Slager has since further developed the system with the technical staff of the Company. The CTS patent was awarded in 2021 in the United States (U.S. Patent No. 10,994,255) and has subsequently been granted in Japan, Canada and El Salvador. The Company also filed this patent in other major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China, 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 received one additional patent in the United States (U.S. Patent No. 11,484,858B2), for which it has also applied in all the above-mentioned jurisdictions. Further, the company has filed for 6 other patents in the United States which are currently pending.

 

 

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 breaking down cellulosic material for conversion into biofuels. CTS can break down any cellulosic material – including grasses and agricultural waste. 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.

 

The new technology made it worthwhile to financially restructure the Company through Chapter 11. 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.

 

CTS is environmentally friendly in that it recycles the water and catalyst, and it has a low carbon footprint: the amount of added atmospheric carbon created by burning the biofuels produced by the CTS system was absorbed by the plant-based feedstock while growing and is merely released back into the atmosphere. No extra CO2 is released into the atmosphere when our biofuels are burned. This is to be distinguished from fossil fuels because new CO2 is released when fossil fuels are burned.

 

The Company believes a significant difference between CTS cellulosic ethanol and corn ethanol is the wide range of abundantly available feedstocks that CTS can process compared to just corn as the feedstock. The CTS feedstocks are nonfood 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 much higher yields per acre.

 

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.

 

In 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and is in the process of further testing and optimizing the plant. The Company believes that it can optimize the pre and post processing elements at this pilot scale plant to finalize design and operational parameters to provide operating cost estimates of a full-scale commercial volume system. Due to its mechanical nature and modularity, we anticipate that one plant would have multiple modular CTS systems.

 

In addition, the Company has licensed the Vertimass Process to convert ethanol into sustainable aviation fuel (SAF) and other renewable biofuels including bio-gasoline. The license agreement with Vertimass is the subject to a confidentiality agreement between the parties.

 

Plan of Operation

 

In January 2024, the Company formed a 50-50 joint venture partnership with Vertimass called VertiBlue Fuels, LLC, that has the mission to build an ethanol-to-SAF facility in Florida with the initial goal to produce around 10 million gallons of Sustainable Aviation Fuel (SAF), and then expand SAF production to approximately 70 million gallon per year. VertiBlue Fuels plans to initially convert sugarcane ethanol, and then, when the Company’s CTS technology is fully commercialized, to build commercial CTS and ethanol facilities on the front-end to produce cellulosic SAF and generate the large D7 RIN and other government credits. The joint venture agreement requires that each party contribute $50,000 which has not yet been contributed by either party. In any event, commencing commercial production will require project financing.

 

The total process from cellulosic feedstock to SAF consists basically of three steps:

 

	1)	Conversion from feedstock to fermentable cellulosic sugars (CTS)
	2)	Ferment the cellulosic sugars into cellulosic ethanol.
	3)	Covert the ethanol into SAF and related products. This third step happens with the Vertimass technology which the Company has licensed.

 

 

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 ethanol industry is competitive with over 200 ethanol plants in the United States alone. Currently, the vast majority use corn as 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 feedstock suppliers, we anticipate that our profitability will be more consistent. Further, cellulosic biofuels yield much higher incentives than non-cellulosic biofuels.

 

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 final D3 RIN volume mandates for cellulosic biofuel include 840 million gallons for 2023, 1.09 billion gallons for 2024, and 1.38 billion gallons for 2025 (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 and larger quantities. The RFS mandate for 2024 calls for 21.54 billion gallons of total renewable fuel, 15 billion from conventional biofuels (corn ethanol) and 6.54 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 have make 15% blending available year around in some states. The value of the D3 RIN fluctuates, but as of this filing, it is approximately $3.27 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $0.44. To profit from these incentives, the Company plans to apply for these D3 RIN credits as it brings its first plant into commercial operation.

 

Section 45Z of the Inflation Reduction Act passed on August 16, 2022, offers a Clean Fuel Production Credit (CFPC) per gallon of transportation fuel produced with a base amount of 20 cents per gallon or up to $1 per gallon for a qualified facility (depending on its carbon index) that was built while paying at least prevailing wages and which met apprenticeship requirements. For sustainable aviation fuel, those figures are 35 cents and $1.75 per gallon respectively. The Company plans to apply for CFPC credits when it begins building its commercial facilities. The CFPC currently does not apply to transportation fuel sold after December 31, 2027.

 

A Low Carbon Fuel Standard Credit (LCFS) is offered by various states (primarily California) for any amount of reduced CO2 in the production lifecycle of transportation fuels as compared to the amount of CO2 emitted in the production lifecycle of fossil fuels. The production lifecycle includes transportation costs to the point of use. California is currently offering around $66 per metric ton of CO2 reduction. When it is closer to commercial production, the Company plans to analyze the cost effectiveness of applying for these LCFS credits to determine in which state it could earn the most credits.

 

At commercial scale, management expects to be able to earn substantial renewable fuel credits and produce sustainable ethanol, sustainable aviation fuel, and other sustainable biofuels more profitably than they could be from existing commercial corn ethanol producers. Cellulosic ethanol comes with a much more valuable D3 RIN credit as compared to the D6 RIN allocated to corn ethanol; cellulosic SAF comes with a very valuable D7 RIN, and cellulosic bio-gasoline comes with a valuable D3 RIN. The Company also expects to receive Clean Fuel Production Credits related to section 45Z of the Inflation Reduction Act, and the Company also plans to pursue Low Carbon Fuel Standard Credits.

 

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 CTS technology or forming joint ventures with foreign domestic partners to build plants.

 

The Company believes that its management and consultants have significant experience in the development of technologies from concept to commercialization. As of this date, the Company has not generated any material revenues from its business.

 

 

Capital Formation

 

From January 1, 2024, through the date of filing, the Company issued an aggregate of 52,500 shares of its common stock for services valued at $4,200.

 

From January 1, 2024, through the date of filing, the Company issued an aggregate of 87,500 warrants for services valued at $5,494.

 

From January 1, 2024, through the date of filing, 1,875,000 previously issued options vested. Using a Black-Scholes asset-pricing model, these agreements were valued at $251,290. During the three months ended March 31, 2024, the Company recognized additional stock based compensation of $27,958 in connection with modification of the exercise price of 6,175,000 vested options.

 

From January 1, 2024, through the date of filing, 483,333 warrants expired or were cancelled.

 

Going Concern

 

The Company has incurred losses since inception, has a working capital deficiency, and may be unable to raise further capital. As of March 31, 2024, the Company had a working capital deficit of $2,011,029 and had incurred accumulated losses of $56,783,652 since its inception. The Company expects to incur significant additional losses in connection with its continued start-up activities. As a result, there is substantial doubt about the Company’s ability to continue as a going concern based upon recurring operating losses and its need to obtain additional financing to sustain operations. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses.

 

Results of Operations

 

Comparison of the three month period ended March 31, 2024 to March 31, 2023

 

For the three and months ended March 31, 2024, the Company recognized $0 in revenue as opposed to $0 in 2023.

 

For the three months ended March 31, 2024, the Company’s general and administrative expenses decreased by $73,863 to $295,982 from $369,845 in 2023. This decrease is primarily the result of a $84,698 stock based compensation expense in 2023 versus $16,940 in 2024.

 

Interest expense increased in the quarter ended March 31, 2024 by $33,941 to $43,255 from $9,314 in 2023.

 

For the three months ended March 31, 2024, the Company recorded non-cash impairments of assets of $0 as compared to $369 in the first three months of 2023. This was the result of disposing and/or selling of laboratory assets no longer in use in 2023.

 

 

Research and development (R&D) costs for the quarter ended March 31, 2024, were $607,635, a decrease of $76,927 from $684,562 in 2023. The decrease in R&D expenses is primarily the result of equity-based compensation of $262,308 in 2024 versus $306,599 in 2023.

 

Liquidity and Capital Resources

 

Liquidity

 

As of March 31, 2024, the Company had $24,319 in cash, and total stockholders’ equity on March 31, 2024, was negative $4,219,012. As of December 31, 2023, the Company had $41,008 in cash, and total stockholders’ equity at December 31, 2023, was negative $3,561,082. Total debt, including convertible notes, accounts payable and other notes payable at March 31, 2024, together with interest payable thereon and legacy liabilities, was $5,196,231 an increase of $604,930 from December 31, 2023, where it stood at $4,591,301. This increase is primarily attributable to new convertible notes due and deferred wages to related parties. $2,738,132 of the remaining debt has been renegotiated to be payable out of future revenue or out of future profits and otherwise does not come due.

 

During the three months ended March 31, 2024, the Company’s net cash used in operating activities decreased by $353,255 to $255,864 from $609,119 in the three months ending March 31, 2023. This is primarily attributed to the increase in accounts payable and accrued liabilities of $328,184 in 2024 versus $19,559 in 2023, and the decrease in stock based compensation of 126,356 from 415,297 in the three months ending March 31, 2023, to 288,942 in 2024.

 

During the three months ended March 31, 2024, the Company’s investing activities used $20,825 in cash, as compared to $294,659 in the first three months of 2023. This can be primarily attributed to capitalizing $282,038 used to purchase machinery and equipment for a pilot plant in 2023, as compared to $0 in 2024.

 

During the three months ended March 31, 2024, the Company generated an aggregate of $260,000 through its financing activities versus $855,000 in the three months ended March 31, 2023, which is a decrease of $595,000. This decrease from the prior year can primarily be attributed to net proceeds of $582,750 for the issuance of common stock in 2023.

 

Capital Resources

 

At this time, the Company has limited liquidity and capital resources. To continue funding its operations, the Company will need to generate revenue or obtain additional financing for current and future operations. The Company anticipates needing additional funds for G&A expenses and will seek project financing for a commercial ethanol to SAF facility in addition to funds needed to complete the commercialization of its CTS system. There is no guarantee that the Company will achieve all of the additional funding that is needed.

 

As of the date of this filing, in 2024 the Company has raised $390,000 through the issuance of convertible notes and $0 through the issuance of shares and the exercise of warrants. The Company previously raised $16,963,625 in shares and $1,970,916 through converted notes and $1,180,000 in debt or convertible notes since inception. However, there is no guarantee that the company will be able to raise any additional capital on terms acceptable to the Company.

 

The inability to obtain this funding either in the near term and/or longer term will materially affect the ability of the Company to implement its business plan of operations and jeopardize the viability of the Company. In that case, the Company may need to reevaluate and revise its operations.

 

Equity

 

As of March 31, 2024, shareholders’ equity was negative $4,219,012.

 

There were 302,803,463 shares of common stock issued and outstanding as of March 31, 2024.

 

There were no preferred shares outstanding.

 

The Company has paid no dividends.

 

 

Critical Accounting Policies

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Seasonality

 

The Company’s operating results are not affected by seasonality.

 

Inflation

 

The Company’s business and operating results are not affected in any material way by inflation.

 

Contractual Obligations

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2023. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were effective.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2023, that occurred during our first fiscal quarter of 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is subject, from time to time, to litigation, claims and suits arising in the ordinary course of business. As of the date of filing, there are no material claims or suits whose outcomes could have a material effect on the Company’s financial statements.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

 

Below is a list of securities sold by the Company from January 1, 2024, through the date of filing which were not registered under the Securities Act.

 

Entity

Date of Investment

Title of Security

Amount of Securities Sold

Consideration

Vestech Securities

01/26/24

Common Stock

52,500

Professional Services

 

The securities issued in the above-mentioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(a)(2) of that Act and Rules 504 and 506 of Regulation D.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

The exhibits listed below are filed as part of or incorporated by reference in this report.

 

Exhibit No.		Identification of Exhibit
2.1		Chapter 11 Plan of Reorganization (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
2.2		Chapter 11 Disclosure Statement (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
3.1		Articles of Incorporation (incorporated by reference to the Company’s S-1 filed May 23, 2021)
3.2		Certificate of Amendment to Articles of Incorporation filed November 19, 2014 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
3.3		Certificate of Amendment to Articles of Incorporation filed June 17, 2016 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
3.4		Certificate of Amendment to Articles of Incorporation filed July 26, 2021 (incorporated by reference to the Company’s 8-K filed on July 30, 2021)
3.5		Bylaws (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
10.1		Lease Agreement (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
10.2		Employment Agreement, dated June 1, 2020, between the Company and Ben Slager (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
10.3		Employment Agreement, dated June 1, 2020, between the Company and Anthony Santelli (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021
10.4		2021 Employee, Director Stock Plan (incorporated by reference to definitive 14C filed with the SEC on June 24, 2021)
31.1.		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Blue Biofuels, Inc.
	(Registrant)
	By	/s/ Benjamin Slager
		Benjamin Slager
		Chief Executive Officer, (Principal Executive Officer)
	Date	May 20, 2024
	By	/s/ Anthony Santelli
		Anthony Santelli
		Chief Financial Officer (Principal Financial and Accounting Officer)
	Date	May 20, 2024

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, Benjamin Slager, certify that:

 

	1.	I have reviewed this quarterly report on Form 10-Q/A of Blue Biofuels, Inc.;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
	5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 20, 2024

 

/s/ Benjamin Slager
Benjamin Slager
Chief Executive Officer (Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Anthony Santelli, certify that:

 

	1.	I have reviewed this quarterly report on Form 10-Q/A of Blue Biofuels, Inc.;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
	5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 20, 2024

 

/s/ Anthony Santelli
Anthony Santelli
Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Benjamin Slager, the Chief Executive Officer of Blue Biofuels, Inc (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement this 20^th day of May, 2024.

 

	/s/ Benjamin Slager
	Benjamin Slager
	Chief Executive Officer (Principal Executive Officer)

 

A signed original of this written statement required by Section 906 has been provided to Blue Biofuels, Inc. and will be retained by Blue Biofuels, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Anthony Santelli, the Chief Financial Officer of Blue Biofuels, Inc. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement this 20^th day of May, 2024.

 

	/s/ Anthony Santelli
	Anthony Santelli
	Chief Financial Officer (Principal Financial and Accounting Officer)

 

A signed original of this written statement required by Section 906 has been provided to Blue Biofuels, Inc. and will be retained by Blue Biofuels, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

v3.24.1.1.u2

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 18, 2024
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Blue Biofuels, Inc. (the “Company”) for the fiscal quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on May 6th, 2024 (the “Original Filing”). This Amendment is being filed because the Original Filing was reviewed by BF Borgers and its sole partner Ben Borgers who were suspended from practicing before the Commission which prevented the prior report from being included in the Company’s filings with the Commission. Various changes were made to the Quarterly Report by the Company after being reviewed by its new audit firm, Assure CPA, including changes to the condensed consolidated balance sheet and statement of operations.
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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		302,865,508

v3.24.1.1.u2

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 24,319	$ 41,008
Prepaid expenses	32,751	35,750
TOTAL CURRENT ASSETS	57,070	76,758
Other assets
Property and equipment, net of accumulated depreciation and amortization of $272,899 and $243,089 at March 31, 2024 and December 31,2023, respectively	557,498	587,308
Security deposits	30,276	30,276
Right of Use Assets, net of accumulated amortization	56,764	81,091
Patents	275,611	254,786
TOTAL OTHER ASSETS	920,149	953,461
TOTAL ASSETS	977,219	1,030,219
Current liabilities
Right of Use Lease Liability - Current	60,637	85,983
Interest Payable - Related Party	185,498	143,406
TOTAL CURRENT LIABILITIES	2,068,099	1,503,169
Long term liabilities
Legacy Notes Payable — Other	216,570	216,570
TOTAL LONG TERM LIABILITIES	3,128,132	3,088,132
TOTAL LIABILITIES	5,196,231	4,591,301
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS’ 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; 302,803,463 issued and outstanding at March 31, 2024, and 302,750,963 shares issued and outstanding at December 31, 2023.	302,803	302,751
Additional paid-in capital	52,261,837	51,972,947
Accumulated deficit	(56,783,652)	(55,836,780)
TOTAL STOCKHOLDERS’ DEFICIT	(4,219,012)	(3,561,082)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	977,219	1,030,219
Nonrelated Party [Member]
Current liabilities
Accounts payable	25,282	22,798
Convertible Notes Payable	200,000
Long term liabilities
Convertible Notes Payable – Other	50,000	50,000
Related Party [Member]
Current liabilities
Accounts payable	72,670	72,670
Deferred wages and directors fees - Related party	1,154,012	828,312
Convertible Notes Payable	370,000	350,000
Long term liabilities
Convertible Notes Payable – Other	340,000	300,000
Legacy Notes Payable — Related Party	$ 2,521,562	$ 2,521,562

v3.24.1.1.u2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Property and equipment, net of accumulated depreciation and amortization	$ 272,899	$ 243,089
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	302,803,463	302,750,963
Common stock, shares outstanding	302,803,463	302,750,963

v3.24.1.1.u2

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party Transaction [Line Items]
Revenues
Operating expense:
General and administrative	295,982	369,845
Research & Development	607,635	684,562
Loss on disposal of assets		369
Total operating expenses	903,617	1,054,776
Loss from operations:	(903,617)	(1,054,776)
Other (income) expense:
Interest expense - other	1,163	2,602
Total other (income) expense	43,255	9,314
Income (Loss) before provisions for income taxes	(946,872)	(1,064,090)
Provisions for income taxes
Net Income / (Loss):	$ (946,872)	$ (1,064,090)
Net income (loss) per share - Basic	$ (0.003)	$ (0.004)
Net income (loss) per share - Diluted	$ (0.003)	$ (0.004)
Weighted average common shares outstanding
Basic	302,788,463	295,025,276
Diluted	302,788,463	295,025,276
Related Party [Member]
Other (income) expense:
Interest expense - related party	$ 42,092	$ 6,712

v3.24.1.1.u2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 289,942	$ 50,134,727	$ (52,781,586)	$ (2,356,917)
Balance, shares at Dec. 31, 2022	289,941,623
Issuance of common stock for services	$ 140	23,860		24,000
Issuance of common stock for services, shares	140,000
Issuance of common stock and warrants for cash through PPM	$ 3,885	578,865		582,750
Issuance of common stock and warrants for cash through PPM, shares	3,884,998
Warrants exercised	$ 5,450	66,800		72,250
Warrants exercised, shares	5,450,148
Vesting of options and adjustment of strike prices under the employee, director plan		391,297		391,297
Net Income (Loss)			(1,064,090)	(1,064,090)
Balance at Mar. 31, 2023	$ 299,417	51,195,549	(53,845,676)	(2,350,710)
Balance, shares at Mar. 31, 2023	299,416,769
Balance at Dec. 31, 2023	$ 302,751	51,972,947	(55,836,780)	(3,561,082)
Balance, shares at Dec. 31, 2023	302,750,963
Issuance of common stock for services	$ 52	4,148		$ 4,200
Issuance of common stock for services, shares	52,500			52,500
Issuance of common stock and warrants for cash through PPM, shares				0
Vesting of options and adjustment of strike prices under the employee, director plan		279,248		$ 279,248
Net Income (Loss)			(946,872)	(946,872)
Issuance of warrants for services		5,494		5,494
Balance at Mar. 31, 2024	$ 302,803	$ 52,261,837	$ (56,783,652)	$ (4,219,012)
Balance, shares at Mar. 31, 2024	302,803,463

v3.24.1.1.u2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - shares		3 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Vesting of options previously issued under employee director plan	29,955,000	1,875,000	2,385,000
Warrants issued for services		87,500

v3.24.1.1.u2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net Income (Loss)	$ (946,872)	$ (1,064,090)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization	29,810	29,842
Stock based compensation or services	288,942	415,297
Loss on Disposal of assets		369
Changes in operating assets and liabilities
Prepaid expenses	2,999	(18,000)
Accrued interest - related party	42,092	6,712
Accounts payable and accrued liabilities	328,184	19,559
Right of use lease	(1,019)	1,192
Net cash used in operating activities	(255,864)	(609,119)
Cash flows from investing activities
Net Purchase of property and equipment		(282,038)
Patent Costs	(20,825)	(12,621)
Net cash used in investing activities	(20,825)	(294,659)
Cash flows from financing activities
Proceeds from exercise of warrants and options		72,250
Chapter 11 Settlement		(50,000)
Net Proceeds from the issuance of Convertible Notes	260,000	250,000
Net proceeds from issuance of common stock		582,750
Net cash provided by financing activities	260,000	855,000
Net decrease in cash and cash equivalents	(16,689)	(48,778)
Cash and cash equivalent at beginning of the period	41,008	211,901
Cash and cash equivalent at end of the period	$ 24,319	$ 163,123

v3.24.1.1.u2

ORGANIZATION	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	NOTE 1 – ORGANIZATION   Blue Biofuels, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc. Since December 2013, Blue Biofuels, Inc. (the “Company”) has been a technology company focused on emerging technologies in renewable energy, biofuels, and lignin.

v3.24.1.1.u2

GOING CONCERN	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, the Company has incurred accumulated losses of $56,783,652. The Company expects to incur significant additional losses and liabilities in connection with its start-up and commercialization activities. These factors, among others, raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments related to the recoverability and classifications of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. There are no assurances that the Company will continue as a going concern.   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, or 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.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation   The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.     Operating results for the three months ended March 31, 2024, may not be indicative of full year 2024 results.   In management’s opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of March 31, 2024, and our results of operations, changes in stockholders’ deficit and cash flows for the three months ended March 31, 2024 and 2023.   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”. Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718, 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 three months ended March 31, 2024, were valued on the date of issuance. The following assumptions were used in calculations of the Black-Scholes option pricing models for warrant-based stock compensation issued in the three months ended March 31, 2024:  SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION     1/2/24     1/8/24     3/28/24   Risk-free interest rate     3.93 %     4.01 %     4.20 % Expected life     5 years       5 years       5 years   Expected dividends     0 %     0 %     0 % Expected volatility     91.92 %     92.01 %     89.73 % BIOF common stock fair value   $ 0.083     $ 0.095     $ 0.105       Research and Development   The Company expenses all research and development costs as incurred. For the three months ended March 31, 2024, and March 31, 2023, the amounts charged to research and development expenses were $607,635 and $684,562, respectively.   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.   Net Income (Loss) per Common Share:   Basic Net income (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 common stock that potentially could be issued upon the conversion of convertible notes or upon the exercise of outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method. Due to net losses, all potential dilutive securities 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.   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.

v3.24.1.1.u2

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 4 – PROPERTY AND EQUIPMENT  SCHEDULE OF PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENT   Life     March 31, 2024     December 31, 2023   Building and Improvements     15     $ 9,370     $ 9,370   Machinery and Equipment     10     795,606     795,606   Furniture and Fixtures     5     13,596     13,596   Computer Equipment     3     11,825     11,825   Property and Equipment, gross           $ 830,397     $ 830,397   Less Accumulated Depreciation           (272,899 )   (243,089 ) Property and Equipment           $ 557,498     $ 587,308     Total depreciation expense was $29,810 for the three months ended March 31, 2024.

v3.24.1.1.u2

PATENTS	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
PATENTS	NOTE 5 – PATENTS   The Company has been granted one patent on its technology and one continuation patent, 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 $275,611 as of March 31, 2024.

v3.24.1.1.u2

DEBT	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 6 – DEBT   Notes Payable – Related Parties   In Q1 2024, the Company issued convertible notes to board member Chris Kneppers totaling $60,000. The Notes bear no interest and are convertible at the option of the lender into common shares of the Company at 8 cents per share, plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 750,000 shares and warrants.   In 2023, the Company entered into long-term convertible notes with board member Chris Kneppers, with principal balances of $110,000 that are to be repaid when the Company receives $5 million in equity investment. The Notes carry a 10% interest per annum. The Notes are convertible, at the option of the lender, into common shares of the Company at 15 cents per share, plus a warrant with a strike price of 25 cents per share and a 5-year expiration, for a total of 733,333 shares and warrants.   On November 11, 2023, and also on July 7, 2023, the Company entered into two long-term convertible notes with board member Edmund Burke, with a total principal balance of $15,000 and $25,000, respectively, that are to be repaid when the Company receives an equity investment of at least $3 million. Otherwise, they accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 50,000 and 30,000 respectively every 12 months instead of interest, with a minimum of 80,000 warrants. The Notes may convert into common stock at $0.13/share at the option of the holder for a total of 307,692 shares.   In June 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $100,000, that if it’s not paid by December 6, 2023, it automatically extends for another 6 months. It’s convertible at the option of the lender into common stock at $0.13/share for a total of 769,231 shares.   In April 2023, the Company entered into a long-term convertible note with board member Edmund Burke, with a principal balance of $150,000, that is to be repaid when the Company receives an equity investment of at least $1.5 million. Otherwise, it accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 100,000 every 6 months instead of interest. It may convert into common stock at $0.13/share at the option of the holder for a total of 1,153,846 shares.   In January 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $250,000, that if it’s not paid by July 4, 2023, it converts at the option of the Company into common stock at $0.13/share for a total of 1,923,077 shares.     Legacy Notes Payable – Related Party   On May 31, 2019, the Company entered into an agreement with Chris and Pamela Jemapete such that its debt of $100,630 shall be repaid by the Company out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization, which was confirmed by the Court on September 18, 2019. The debt bears no interest.   On May 20, 2019, the Company entered into an agreement with Steven Sadaka such that the $100,000 owed to him shall be repaid out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed on September 18, 2019.   Between November 30, 2018 and December 14, 2018, the Company entered into agreements to renegotiate various debts owed to founders and related parties. These agreements were subject to the bankruptcy Court’s plan confirmation. The Plan, which was confirmed by the Court on September 18, 2019, indicated that the debt to Mark Koch shall be $240,990; the debt to Animated Family Films $579,942; and the debt to Steven Dunkle, CTWC, & Wellington Asset Holdings $1.5 million. All these notes are to be paid from future profits and discharged to the extent unpaid five years after Plan effective date, which was September 18, 2019.   Notes Payable – Other   In Q1 2024, the Company issued convertible notes to 4 different individuals totaling $200,000. These notes carry no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per shares plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 2,500,000 shares and warrants.   In December 2023, the Company issued a convertible note to one individual for $50,000. This note carries no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per shares plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 625,000 shares and warrants.   Legacy Notes Payable – Other   On March 19, 2019, the Company entered into an agreement with Lucas Hoppel, such that its combined debt on two notes shall be reduced to $100,000 without interest. The sum shall be repaid by the Company out of 5% of future gross revenues, within 30 days after the end of the first calendar quarter in which the Company has revenue. This agreement was subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019.   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.   On November 30, 2018, the Company entered into an agreement with a third party such that its debt will be reduced to $96,570 to be paid with no interest out of 50% of the future net profits of the Company. The Company’s Plan of reorganization confirmed by the bankruptcy Court on September 18, 2019, stipulated that this debt is discharged to the extent unpaid five years from the date of Plan confirmation, or on September 18, 2024.   A summary of all debts indicated in the Notes above is as follows:   SCHEDULE OF NOTES PAYABLE Notes Payable   March 31, 2024     December 31, 2023   Short Term Convertible Note – Related Party   $ 370,000     $ 350,000   Short Term Convertible Notes — Other     200,000       0   Long Term Convertible Notes – Related Party   40,000     0   Long Term Convertible Notes -- Other     50,000       50,000   Long Term Convertible Notes Payable after equity investment – Related Party   300,000     300,000   Long Term Notes Payable from future revenue — Related Party   200,630     200,630   Long Term Notes Payable from future revenue — Other   120,000     120,000   Long-Term Notes Payable expiring on September 18, 2024 — Related Party   2,320,932     2,320,932   Long Term Notes Payable expiring on September 18, 2024 — Other   96,570     96,570   TOTAL NOTES   $ 3,698,132     $ 3,438,132     Only $100,000 of the $3,698,132 payable as of March 31, 2024, is payable in cash at a specific point in time. $300,000 is due only after a significant capital investment. $320,630 is due out of future revenue with no specific due date. $2,417,502 will be discharged if not paid by September 18, 2024, which is 5 years after the Company exited Chapter 11. The remaining Notes that would not be discharged are $1,230,630, consisting of $860,630 due to related parties, and $370,000 due to others.

v3.24.1.1.u2

STOCKHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7 – STOCKHOLDERS’ EQUITY   The total number of shares of capital stock, which the Company has authority to issue, is 1,010 million, 1 billion of which are designated as common stock at $0.001 par value (the “Common Stock”) and 10 million of which are designated as preferred stock par value $0.001 (the “Preferred Stock”). As of March 31, 2024, the Company had 302,803,463 shares of Common Stock issued and outstanding and no shares of Preferred Stock were issued. Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. The Company has yet to designate any rights, preferences and privileges for any of its authorized Preferred Stock.   For the three months ended March 31, 2024, the Company issued an aggregate of 52,500 shares of its common stock for services valued at $4,200.   For the three months ended March 31, 2024, 87,500 warrants were issued for services. Using a Black-Scholes asset pricing model, these had a value of $5,494.   For the three months ended March 31, 2024, 0 shares of common stock were issued for cash.   For the three months ended March 31, 2024, 133,333 warrants expired. Remaining warrants outstanding are 23,945,143.   For the three months ended March 31, 2024, 1,875,000 stock options vested. Using a Black-Scholes asset pricing model, these had a value of $251,290. During the three months ended March 31, 2024, the Company recognized additional stock based compensation of $27,958 in connection with modification of the exercise price of 6,175,000 vested options. As of the end of March 31, 2024, the total number of options outstanding and vested is 29,955,000 and unvested is 31,600,000.   At March 31, 2024, there was $960,000 in convertible notes that, if converted, would convert into 8,762,179 shares and 4,608,333 warrants.

v3.24.1.1.u2

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 - 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 in any litigation at this time.   Leases   The Company 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.   Rent expense for the three months ending March 31, 2024, and 2023, were $25,977and $24,327, respectively. At March 31, 2024, future minimum lease payments due under existing leases are $60,637 which will be paid in the remainder of 2024.

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 – RELATED PARTY TRANSACTIONS   Related Party Transactions   Related Party transactions with the Company are as follows:     1) Short-term notes payable, convertible notes, and legacy liabilities issued to related parties are described in NOTE 6.   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 receive less than full salaries.   3) During the three month period ended March 31, 2024, the board approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light of the fact that they are again accruing unpaid salaries. CEO Ben Slager is to receive $525,000 and CFO Anthony Santelli $325,000.

v3.24.1.1.u2

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – 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 April 1, 2024, to the date of this filing, the Company issued 140,000 warrants for services and cancelled 350,000 warrants.   From April 1, 2024, to the date of this filing, the Company issued convertible notes to related parties for $80,000 and to unrelated parties for $50,000.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.     Operating results for the three months ended March 31, 2024, may not be indicative of full year 2024 results.   In management’s opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of March 31, 2024, and our results of operations, changes in stockholders’ deficit and cash flows for the three months ended March 31, 2024 and 2023.
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”. Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718, 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 three months ended March 31, 2024, were valued on the date of issuance. The following assumptions were used in calculations of the Black-Scholes option pricing models for warrant-based stock compensation issued in the three months ended March 31, 2024:  SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION     1/2/24     1/8/24     3/28/24   Risk-free interest rate     3.93 %     4.01 %     4.20 % Expected life     5 years       5 years       5 years   Expected dividends     0 %     0 %     0 % Expected volatility     91.92 %     92.01 %     89.73 % BIOF common stock fair value   $ 0.083     $ 0.095     $ 0.105
Research and Development	Research and Development   The Company expenses all research and development costs as incurred. For the three months ended March 31, 2024, and March 31, 2023, the amounts charged to research and development expenses were $607,635 and $684,562, respectively.
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.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share:   Basic Net income (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 common stock that potentially could be issued upon the conversion of convertible notes or upon the exercise of outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method. Due to net losses, all potential dilutive securities 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.
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.

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION	The stock compensation issued for services during the three months ended March 31, 2024, were valued on the date of issuance. The following assumptions were used in calculations of the Black-Scholes option pricing models for warrant-based stock compensation issued in the three months ended March 31, 2024:  SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION     1/2/24     1/8/24     3/28/24   Risk-free interest rate     3.93 %     4.01 %     4.20 % Expected life     5 years       5 years       5 years   Expected dividends     0 %     0 %     0 % Expected volatility     91.92 %     92.01 %     89.73 % BIOF common stock fair value   $ 0.083     $ 0.095     $ 0.105

v3.24.1.1.u2

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	SCHEDULE OF PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENT   Life     March 31, 2024     December 31, 2023   Building and Improvements     15     $ 9,370     $ 9,370   Machinery and Equipment     10     795,606     795,606   Furniture and Fixtures     5     13,596     13,596   Computer Equipment     3     11,825     11,825   Property and Equipment, gross           $ 830,397     $ 830,397   Less Accumulated Depreciation           (272,899 )   (243,089 ) Property and Equipment           $ 557,498     $ 587,308

v3.24.1.1.u2

DEBT (Tables)	3 Months Ended
	Mar. 31, 2024
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   March 31, 2024     December 31, 2023   Short Term Convertible Note – Related Party   $ 370,000     $ 350,000   Short Term Convertible Notes — Other     200,000       0   Long Term Convertible Notes – Related Party   40,000     0   Long Term Convertible Notes -- Other     50,000       50,000   Long Term Convertible Notes Payable after equity investment – Related Party   300,000     300,000   Long Term Notes Payable from future revenue — Related Party   200,630     200,630   Long Term Notes Payable from future revenue — Other   120,000     120,000   Long-Term Notes Payable expiring on September 18, 2024 — Related Party   2,320,932     2,320,932   Long Term Notes Payable expiring on September 18, 2024 — Other   96,570     96,570   TOTAL NOTES   $ 3,698,132     $ 3,438,132

v3.24.1.1.u2

GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated losses	$ 56,783,652	$ 55,836,780

v3.24.1.1.u2

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares
Issuance Date 01/02/24 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	3.93%
Expected life	5 years
Expected dividends	0.00%
Expected volatility	91.92%
BIOF common stock fair value	$ 0.083
Issuance Date 01/08/2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	4.01%
Expected life	5 years
Expected dividends	0.00%
Expected volatility	92.01%
BIOF common stock fair value	$ 0.095
Issuance Date 03/28/2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	4.20%
Expected life	5 years
Expected dividends	0.00%
Expected volatility	89.73%
BIOF common stock fair value	$ 0.105

v3.24.1.1.u2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Research and development expenses	$ 607,635	$ 684,562
Research and Development Expense [Member]
Research and development expenses	$ 607,635	$ 684,562

v3.24.1.1.u2

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 830,397	$ 830,397
Less Accumulated Depreciation	(272,899)	(243,089)
Property and Equipment	557,498	587,308
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 9,370	9,370
Estimated useful lives	15 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 795,606	795,606
Estimated useful lives	10 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 13,596	13,596
Estimated useful lives	5 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and Equipment, gross	$ 11,825	$ 11,825
Estimated useful lives	3 years

v3.24.1.1.u2

PROPERTY AND EQUIPMENT (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($)
Property, Plant and Equipment [Abstract]
Depreciation	$ 29,810

v3.24.1.1.u2

PATENTS (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-lived patents	$ 275,611	$ 254,786

v3.24.1.1.u2

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Short Term Convertible Note – Related Party	$ 370,000	$ 350,000
Short Term Convertible Notes — Other	200,000	0
Long Term Convertible Notes – Related Party	40,000	0
Long Term Convertible Notes -- Other	50,000	50,000
Long Term Convertible Notes Payable after equity investment – Related Party	300,000	300,000
Long Term Notes Payable from future revenue — Related Party	200,630	200,630
Long Term Notes Payable from future revenue — Other	120,000	120,000
Long-Term Notes Payable expiring on September 18, 2024 — Related Party	2,320,932	2,320,932
Long Term Notes Payable expiring on September 18, 2024 — Other	96,570	96,570
TOTAL NOTES	$ 3,698,132	$ 3,438,132

v3.24.1.1.u2

DEBT (Details Narrative) - USD ($)							1 Months Ended				3 Months Ended
	Nov. 11, 2023	Jul. 07, 2023	Jun. 30, 2023	May 20, 2019	Mar. 19, 2019	Nov. 30, 2018	Dec. 31, 2023	Jun. 30, 2023	Apr. 30, 2023	Jan. 31, 2023	Mar. 31, 2024	Dec. 31, 2024	Dec. 13, 2023	Sep. 18, 2019	May 31, 2019	Mar. 27, 2019	Mar. 26, 2019
Short-Term Debt [Line Items]
Conversion of convertible securities, shares											8,762,179
Notes payable							$ 3,438,132				$ 3,698,132
Notes payable, noncurrent																$ 20,000	$ 32,000
Due out of long term at specific point											100,000
Debt Instrument, Convertible, Carrying Amount of Equity Component											300,000
Due out of long term future revenue											320,630
Notes payable amount to be discharged											2,417,502
Other Liabilities											1,230,630
Notes Payable Other [Member]
Short-Term Debt [Line Items]
Convertible notes							$ 50,000				$ 200,000
Warrant [Member] | Notes Payable Other [Member]
Short-Term Debt [Line Items]
Conversion of convertible securities, shares							625,000				2,500,000
Warrant [Member] | Convertible Debt One [Member]
Short-Term Debt [Line Items]
Debt instrument, term							5 years				5 years
Notes Payable Other [Member]
Short-Term Debt [Line Items]
Debt instrument, description							This note carries no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per shares plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 625,000 shares and warrants				These notes carry no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per shares plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 2,500,000 shares and warrants
Chris Kneppers [Member]
Short-Term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			10.00%					10.00%
Chris Kneppers [Member] | Convertible Debt One [Member]
Short-Term Debt [Line Items]
Principal balance													$ 110,000
Chris Kneppers [Member] | Convertible Debt [Member]
Short-Term Debt [Line Items]
Principal balance										$ 250,000
Chris Kneppers [Member] | Warrant [Member] | Convertible Debt One [Member]
Short-Term Debt [Line Items]
Debt instrument, term			5 years
Conversion of convertible securities, shares			733,333								750,000
Chris Kneppers [Member] | Common Stock [Member] | Convertible Debt [Member]
Short-Term Debt [Line Items]
Conversion of convertible securities, shares										1,923,077
Convertible, conversion price per share										$ 0.13
Chris Kneppers [Member] | Convertible Debt One [Member]
Short-Term Debt [Line Items]
Debt instrument, description			The Notes are convertible, at the option of the lender, into common shares of the Company at 15 cents per share, plus a warrant with a strike price of 25 cents per share and a								The Notes bear no interest and are convertible at the option of the lender into common shares of the Company at 8 cents per share, plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 750,000 shares and warrants
Debt instrument, term											5 years
Chris Kneppers [Member] | Convertible Debt Two [Member]
Short-Term Debt [Line Items]
Principal balance			$ 100,000					$ 100,000
Chris Kneppers [Member] | Convertible Debt Two [Member] | Common Stock [Member]
Short-Term Debt [Line Items]
Conversion of convertible securities, shares								769,231
Convertible, conversion price per share			$ 0.13					$ 0.13
Chris Kneppers [Member] | Forecast [Member]
Short-Term Debt [Line Items]
Convertible notes												$ 60,000
Edmund Burke [Member] | Convertible Debt [Member]
Short-Term Debt [Line Items]
Debt instrument, term									5 years
Principal balance	$ 15,000	$ 25,000							$ 150,000
Warrant, reason for issuance, description	they accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 50,000 and 30,000 respectively every 12 months instead of interest, with a minimum of 80,000 warrants.	they accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 50,000 and 30,000 respectively every 12 months instead of interest, with a minimum of 80,000 warrants.							accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 100,000 every 6 months instead of interest. It may convert into common stock at $0.13/share at the option of the holder for a total of 1,153,846 shares.
Edmund Burke [Member] | Common Stock [Member] | Convertible Debt [Member]
Short-Term Debt [Line Items]
Conversion of convertible securities, shares	307,692	307,692							1,153,846
Convertible, conversion price per share	$ 0.13	$ 0.13							$ 0.13
Pamela Jemapete [Member] | Loans Payable [Member]
Short-Term Debt [Line Items]
Principal balance															$ 100,630
Christopher Jemapete [Member] | Loans Payable [Member]
Short-Term Debt [Line Items]
Amount to be paid out of future gross revenues				$ 100,000
Mark Koch [Member]
Short-Term Debt [Line Items]
Notes payable														$ 240,990
Animated Family Films [Member]
Short-Term Debt [Line Items]
Notes payable														579,942
Steven Dunkle [Member]
Short-Term Debt [Line Items]
Notes payable														1,500,000
CTWC [Member]
Short-Term Debt [Line Items]
Notes payable														1,500,000
Wellington Asset Holdings [Member]
Short-Term Debt [Line Items]
Notes payable														$ 1,500,000
Lucas Hoppel [Member]
Short-Term Debt [Line Items]
Interest reduced					$ 100,000
Percentage of future gross revenues					5.00%
Third Party [Member]
Short-Term Debt [Line Items]
Debt						$ 96,570
Percenatge of future net profits						50.00%
Related Party [Member]
Short-Term Debt [Line Items]
Notes payable, noncurrent							$ 2,521,562				$ 2,521,562
Other Liabilities											860,630
Other Related Party [Member]
Short-Term Debt [Line Items]
Other Liabilities											$ 370,000

v3.24.1.1.u2

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)		3 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
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	302,803,463	302,803,463		302,750,963
Common stock, shares outstanding	302,803,463	302,803,463		302,750,963
Preferred stock, shares issued	0	0		0
Preferred stock, shares outstanding	0	0		0
Description of voting rights of common stock		Holders of shares of Common stock shall be entitled to cast one vote for each share held
Number of shares issued for services, shares		52,500
Number of shares issued for services, value		$ 4,200	$ 24,000
Issuance of common stock and warrants for cash through PPM, shares		0
Warrants exercised, shares	133,333	133,333
Warrants exercised share, shares	23,945,143	23,945,143
Number of shares vested	29,955,000	1,875,000	2,385,000
Options issued and vested value		$ 251,290
Stock based compensation		$ 27,958
Stock based compensation exercise price of vested options, shares	6,175,000	6,175,000
Number of shares unvested	31,600,000	31,600,000
Convertible note		$ 960,000
Convertible note convertion of shares		8,762,179
Convertible note conversion of warrants		4,608,333
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services, shares		87,500
Number of shares issued for services, value		$ 5,494

v3.24.1.1.u2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 25,977	$ 24,327
Future minimum lease payments	$ 60,637

v3.24.1.1.u2

RELATED PARTY TRANSACTIONS (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($)
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Salary received	$ 525,000
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Salary received	$ 325,000

v3.24.1.1.u2

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	May 05, 2024	Mar. 31, 2024
Subsequent Event [Line Items]
Warrants issued for service		87,500
Subsequent Event [Member] | Related Party [Member]
Subsequent Event [Line Items]
Convertible note	$ 80,000
Subsequent Event [Member] | Nonrelated Party [Member]
Subsequent Event [Line Items]
Convertible note	$ 50,000
Warrant [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants issued for service	140,000
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited	350,000

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