What changed in this filing

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Item 1. Business

2022-02-25 compared with 2021-04-06 · 156 added, 102 removed, 11 unchanged (96% of the section changed)

Bioenergy Plus, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc.

Since December 2013,

Alliance Bioenergy Plus, Inc dba Blue Biofuels (the “Company”) has been a technology company focused on emerging technologies

in the renewable energy, biofuels, and bioplastics technology sectors.

For a number of years, the Company attempted to commercialize

a technology it had licensed, through a partially owned subsidiary, that converted cellulosic materials into sugars for use in

the biofuels industry.

That technology proved to be inefficient and not economic.

January 2018, the Company’s technology experts developed a technology system it calls Cellulose-to-Sugar or CTS 2.0, and

a process patent application was filed.

The patent is still pending but with notice of allowance granted.

Biofuels, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc.

Since December 2013, Blue Biofuels,

(the “Company”) has been a technology company focused on emerging technologies in the renewable energy, biofuels, and

bioplastics technologies sectors.

early 2018, the Company’s chief executive officer (“CEO”) Ben Slager invented a new technology system referred to as

Cellulose-to-Sugar or CTS 2.0, and the Company filed a process patent application for this technology.

Slager has since further developed

the system with laboratory personnel.

The patent on the CTS 2.0 (U.S.

10,994,255) was awarded in 2021.

The same patent was

filed in all major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China, Japan, the

African Regional Intellectual Property Organization, and the Russian Federation.

The Company is working on filing additional patents.

2.0 is a mechanical/chemical dry process for converting cellulose material into sugar for use in the biofuels industry.

owned CTS 2.0 system can convert virtually any cellulosic material –

like grasses, wood, paper, farm waste, yard waste,

forestry products, energy crops like hemp or King Grass, and the cellulosic portion of municipal solid waste –

and subsequently into biofuels and bioplastics.

CTS 2.0 has a near zero carbon footprint, recycles the water and catalyst, and

uses no enzymes, expensive chemicals, or strong acids.

commercial scale, management expects to be able to produce ethanol at a lower cost than any competitor due to the fact that the

CTS 2.0 process is uncomplicated and efficient, and that it uses low cost feedstock as compared to corn.

The ethanol industry

is highly competitive with over 200 ethanol plants in the United States alone.

Currently, the vast majority use corn as the feedstock.

Their profitability depends highly on the fluctuations between the price of corn and the price of ethanol.

The Company plans on

using King Grass as its initial feedstock, which is significantly less expensive per dry ton than corn.

perceived value of the new technology made it worthwhile to financially restructure the company through the Chapter 11 Bankruptcy

Beginning in 2015 (while the Company was still under the control of prior management) the Company obtained working capital

loans through the issuance of a series of short-term, high-interest “toxic”

notes to fund expenses.

In late 2017,

after the prior licensed technology proved to be noneconomic, the Company found itself with insufficient available cash to repay

the toxic loans that then were then coming due.

As a result, the lenders converted their notes into equity at 35-50% rolling discounts

to the market price, thereby driving the stock price from $.20 cents to $.03 per share.

At this time, certain major shareholders

invested additional amounts in the Company in an effort to prevent further decline in the stock price.

In January 2018, these

major shareholders also paid off what they were led to believe was the remaining toxic debt that was not yet eligible to be converted

In April 2018, the Company’s Form 10-K for the year ended December 31, 2017 was filed revealing recent events

that the then Company management not only incurred more toxic debt in late 2017 and early 2018, but that $612,556.00 of such debt

required approximately $1.0 million cash to retire.

Following these disclosures, new directors were appointed who proceeded to

remove prior management.

In June, 2018, the Company took actions to prevent further conversions of toxic debt, which resulted

in the toxic debt lenders commencing breach of note/collection actions in New York and California, with the Company seeking to

dismiss those claims on grounds of usury.

In the meantime, in March, 2018, an engineering firm (Process Engineering Associates,

LLC) that had done work on the non-economically viable older technology, obtained a default final judgment against the Company

entered by a Tennessee state court in the principal amount of $134,318.26 plus statutory post-judgment interest, which final judgment

was subsequently domesticated in Florida.

In July 2018, the Company’s former controller sued the Company in Florida state

court for several million dollars for various claims arising from the Company’s termination of his employment contract.

Finally, at around the same time, various other creditors had sued, threatened to sue, or were demanding a payment plan from the

Between the judgments and lawsuits, as of October, 2018, the Debtor had four legal proceedings pending against it in four

separate courts throughout the country with no available cash to fund the defense of these actions after its bank accounts were

frozen by the Process Engineering garnishment in or around September, 2018.

a result, the Company’s new board and management determined that a chapter 11 bankruptcy filing was its only plausible alternative

to save the company as a going concern for the benefit of creditors and stockholders.

The Company voluntarily filed for Chapter

11 on October 22, 2018, in the U.S.

filed in all major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China, Japan, the African

Regional Intellectual Property Organization, and the Russian Federation.

In addition to this patent, the Company has filed provisional

patent applications for six additional patents that are currently pending.

Slager has further developed the system with laboratory personnel.

The CTS 2.0 process is a continuous mechanical/chemical dry process

for converting cellulose material into sugar and lignin, as compared to the CTS 1.0 which is a batch process that the Company previously

The CTS 2.0 process creates molecular contact between two reactive solid components instead of competing systems where the

reaction takes place between two liquid or gas components in a batch process.

The reactants are (1) the cellulose, which is broken down

into its components being sugars and lignin;

and (2) a catalyst, abundantly available in the market from regular suppliers, and separated

from reactor components and reused.

The CTS 2.0 mechanical/chemical process allows for exact process control to ensure that all the material

passing through it does so on the reaction parameters through which optimal efficiency is achieved.

100% owned CTS 2.0 system can convert virtually any cellulosic material – like grasses, wood, paper, farm waste, yard waste, forestry

products, energy crops like hemp or king grass, and the cellulosic portion of municipal solid waste – into sugars and subsequently

into biofuels and bioplastics without the use of expensive enzymes or harmful liquid acids or bases.

CTS 2.0 is environmentally friendly

in that it recycles the water and catalyst, and has a near zero carbon footprint in that the amount of added atmospheric carbon created

by burning the biofuels produced by CTS 2.0 is reabsorbed by the plant-based feedstock used in the CTS 2.0 system in the next harvest.

2.0 is different from other commercial processes that are used to convert cellulose into sugar.

Other processes use expensive enzymes,

or expensive and harmful chemicals like strong acids or bases, and some processes use steam at high temperature or high pressure.

CTS 2.0 system converts plant-based feedstock into two product streams, soluble sugars and lignin, each of which can be converted into

multiple products:

(1) sugars can be further processed into cellulosic ethanol and other biofuels like jet fuel, and potentially into

bio chemicals;

and (2) Lignin can be used in ion exchange resins, specialty chemicals, or to create bioplastics.

Lignin can also be burned

as a renewable fuel.

has different co-products than other processes.

Our primary co-product is sulfur-free lignin.

Other cellulosic ethanol processes do not

yield sulfur-free high purity lignin because their processes destroy or contaminate the lignin.

Most ethanol producers use corn, not

cellulose, and the co-products of corn ethanol production are distillers grains animal feed and corn oil.

Our lignin potentially can

be converted into biodegradable bioplastics, or be used in ion exchange resins or specialty chemicals.

Revenue streams from lignin can

potentially be higher than from ethanol.

We are also looking into whether the CTS process can produce nanocellulose profitably, which

is used in pharmaceutical products and potentially could sell for over $1 per gram.

a commercial scale, our management expects to be able to produce ethanol at a lower cost per gallon than existing commercial corn or

cellulosic ethanol producers due to the fact that the CTS 2.0 process is uncomplicated and efficient, and is expected to have high value

We believe a significant difference between CTS 2.0 and corn ethanol is the wide range of feedstocks that CTS 2.0 can process

compared to corn.

The CTS 2.0 feedstocks are not food and have much lower costs than corn.

In addition, while in corn ethanol only the

corn is used, the CTS 2.0 uses the whole plant or its waste products.

promise of the CTS technology led the Company’s management and board to restructure the Company through chapter 11.

Prior management

had taken on various short-term high interest usurious “toxic” notes that converted into common stock at a fixed discount

to the market price in 2017 and early 2018, and various other debts that the Company could not pay at that time.

The Company’s

new board and management determined that a chapter 11 bankruptcy filing was its only plausible alternative to save the company as a going

concern for the benefit of creditors and stockholders.

The Company voluntarily filed for Chapter 11 on October 22, 2018, in the U.S.

Bankruptcy Court in the Southern District of Florida.

Management fought, eliminated, and restructured

millions in debts and disputed debts, and exited Chapter 11 on September 18, 2019, while keeping all classes, including the shareholders,

The above mentioned debts were either voided, renegotiated down and paid off, or renegotiated to be paid out of future

revenues ($1,820,630) or renegotiated to be paid out of future profits ($917,502).

These are reflected on the Company’s

financial statements.

A complete copy of the Plan of Reorganization is filed as Exhibit 2(a).

Management fought, eliminated, and restructured millions in debts and disputed

debts, and exited Chapter 11 on September 18, 2019, while keeping all classes, including the shareholders, unimpaired.

The Company’s

debts were either voided, renegotiated down and paid off, or renegotiated to be paid out of future revenues ($1,820,630) or renegotiated

to be paid out of future profits ($917,502).

These are reflected on the Company’s financial statements.

A complete copy of the

Plan of Reorganization was filed as Exhibit 2(a) of the Company’s 2020 financial statements.

Having paid all debts that needed

to be paid, the bankruptcy case was closed on October 25, 2019.

Company’s goal is to further develop and commercialize its 100% owned CTS 2.0 technology that was discovered and developed

In July 2020, the Company began testing a 4 th generation prototype to further optimize various parameters

towards the engineering of a commercial size reactor.

The 4 th generation has 30 times the capacity as the 3 rd

It is in the process of being upgraded to handle higher volumes of feedstock.

The Company expects to build a

5 th generation semi-commercial scale system in 2021 that should be of sufficient size –

at least a ton of sugar

per day production rate –

to prove the commercial viability of the technology.

Due to its mechanical nature and modularity,

it is anticipated that one plant would have multiple modular CTS systems.

After the system is commercially ready, the Company

will either form a joint venture with an ethanol producer or acquire an existing ethanol plant and retrofit it with the CTS 2.0

technology to more rapidly achieve revenue.

biofuels industry is highly regulated.

Any new plant that is built would require various government permits.

this bankruptcy period and thereafter, the Company has proceeded with engineering and development of its technology towards commercialization.

The Company has built several prototypes of the CTS 2.0 system to further develop the process.

The Company completed its upgraded 4 th

generation CTS 2.0 prototype system in 2021, which was designed to be a representative scale with nearly all systems and parameters

anticipated in a full-scale industrial system.

The Company decided to complete all the parameter optimizations possible with its 4 th

generation system before scaling up to a 5 th generation system because the parameter optimizations lead to design improvements

that have been done more cost effectively at that scale.

The Company has recently finalized its 4 th generation testing with

great success as it was able to generate a 99%+ conversion of the cellulosic material into soluble sugars suitable for further processing

into cellulosic ethanol.

The Company is now moving into its 5 th generation system.

Company expects to have its 5 th generation CTS 2.0 prototype, along with auxiliary equipment, completed within 6 to 12 months.

The goal of the 5 th generation system is to prove larger volume production, and to be an intermediate step to the final 6 th

generation which is intended to be the commercial volume system.

The Company expects that the 5 th generation system

will be of sufficient size and handle sufficient capacity of feedstock to produce approximately one ton per day of the combination of

sugar and lignin, which the Company believes will be sufficient to prove the commercial viability of the CTS 2.0 technology.

mechanical nature and modularity, we anticipate that one plant would have multiple modular CTS systems.

The Company expects to have a

CTS 2.0 modular system ready for commercial production in 12-18 months.

commencing commercial production will require project financing.

The project financing will either be for bolting on our CTS 2.0 system

into an existing ethanol facility of a future potential joint venture partner, or for acquiring an ethanol facility and converting that

to cellulosic ethanol production using our CTS 2.0 system, or for setting up a production facility for converting ethanol into jet fuel

using the Vertimass Process that the Company has licensed.

believe retrofitting existing ethanol plants with the CTS 2.0 technology may achieve more rapid commercialization than building new plants.

After its first plant is profitable, the Company intends to grow with additional plants in the United States and explore international

growth by either licensing the technology or forming joint ventures with foreign domestic partners to build plants ourselves.

ethanol industry is highly competitive with over 200 ethanol plants in the United States alone.

Currently, the vast majority use corn

as the feedstock.

Their profitability depends highly on the fluctuations between the price of corn and the price of ethanol.

Company does not plan to use corn, and plans on having long-term purchase agreements with cellulosic suppliers, we expect that our profitability

will potentially be more consistent.

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 Company would also need various government permits before commercializing products for the plastics industry.

Energy Policy Act of 2005, which included the Renewable Fuel Standard (RFS) 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 motor vehicles in

This Program provides monetary incentives to companies that produce renewable transportation fuel (including jet fuel),

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 based on the source of the renewable fuel.

D3 is the code for renewable ethanol

that comes from cellulosic materials.

The EPA’s newly proposed revised mandate for cellulosic ethanol is for 510 million gallons

of cellulosic biofuels be blended into the fuel supply in 2020, 620 million gallons for 2021, and 770 million gallons for 2022 (the D3

This mandate has increased every year and is statutorily mandated to increase in the future and become a larger portion of

the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably in larger quantities than they are now.

The RFS mandate for 2022 calls for 20.77 billion gallons of total renewable fuel, 15 billion from conventional biofuels (corn ethanol)

and 5.77 billion from advanced biofuels, including cellulosic biofuels.

The “blend wall” (or upper limit to the amount of

ethanol that can be blended into U.S.

gasoline and automobile performance and comply with the Clean Air Act) of limiting ethanol content

in gasoline to 10%, limits the total amount of ethanol consumed in the United States.

The value of the D3 RIN fluctuates, but as of this

filing, it is approximately $3.40 per gallon of ethanol.

To profit from these incentives, the Company plans to apply for these D3 RIN

credits as it brings its first plant into commercial operation.

Company has a strategy that includes using its low-cost high-purity lignin co-product to produce biodegradable bioplastics.

plastics industry is highly competitive.

The Company would need various government permits before commercializing products in

this space, and it is too preliminary to discuss more details.

industry is highly competitive.

The Company would need various government permits before commercializing products in this space, and

it is too preliminary to discuss more details.

Company has also licensed the Vertimass Process to convert ethanol (from the CTS 2.0 process) into bio-jet fuel.

1 unchanged sentence

or annual fee until we are converting ethanol into bio-jet fuel.

Since we are not yet producing ethanol on a commercial scale,

it is too preliminary to discuss details.

Company believes that its management and consultants have significant experience in the development of technologies from concept

to commercialization.

The license agreement with Vertimass is the subject of a confidentiality

agreement between the parties.

Since we are not yet producing ethanol on a commercial scale, it is too preliminary to discuss details.

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.

of the Company’s Securities

Company is currently authorized to issue 500,000,000 Shares of Common Stock par value $0.001 and 10,000,000 shares of Preferred

Stock par value $0.001.

of the Company’s Securities

Company is currently authorized to issue 1,000,000,000 Shares of Common Stock par value $0.001 and 10,000,000 shares of Preferred Stock

par value $0.001.

Each share of Company Common Stock is entitled to one (1) vote per share.

company currently employs four full-time employees, five part-time employee and six consultants.

The Company is in the process

of hiring additional employees to more rapidly commercialize its technology.

required as the Company is a “smaller reporting company.”

company currently employs seven full-time employees, five part-time employee and six consultants.

The Company is in the process of hiring

additional employees to more rapidly commercialize its technology.

required as the Company is a “smaller reporting company.”

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business