What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-03-26 compared with 2023-03-31 · 410 added, 312 removed, 594 unchanged (55% of the section changed)

1 unchanged sentence

forth below are the audited financial statements for the Company for the years ended December 31, 2023, and December 31, 2022, and the

report thereon of Pragermetis, P.A.

report thereon of BF Borgers, P.A.

Biofuels, Inc.

8 unchanged sentences

of Independent Registered Public Accounting Firm

the Board of Directors and Stockholders of

the shareholders and the board of directors of Blue Biofuels, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Blue Biofuels, Inc.

(the “Company”) as of December 31, 2023, the

related statement of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then

ended, in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue

as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or are required to

be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved especially challenging, subjective, or complex judgments.

determined that there are no critical audit matters.

BF Borgers CPA PC

Borgers CPA PC (PCAOB ID 5041 )

have served as the Company’s auditor since 2023

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

Biofuels, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Blue Biofuels, Inc.

(the Company) as of December 31, 2022 and 2021, and

the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related

notes (collectively referred to as the consolidated the financial statements).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and the

results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in

the United States of America.

have audited the accompanying consolidated balance sheet of Blue Biofuels, Inc.

(the “Company”) as of December 31, 2022,

and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2022,

and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022, and

the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally

accepted in the United States of America.

accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the

United States, which contemplate continuation of the Company as a going concern.

As described in Note 2 to the consolidated financial

statements, the Company has not generated any significant revenue since inception and has incurred losses since inception.

As of December

31, 2022, the Company has incurred losses of $52,781,586.

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 about the ability

of the Company to continue as a going concern.

Continuation as a going concern is dependent on the ability to raise additional capital

and financing, though there is no assurance of success.

Management’s plans in regard to these matters are also described in Note

2 to the accompanying consolidated financial statements.

The Company has not generated any significant revenue

since inception and has incurred losses since inception.

As of December 31, 2022, the Company has incurred losses of $52,781,586.

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 about the ability of the Company to continue as a going concern.

Continuation as

a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success.

plans in regard to these matters are also described in Note 2 to the accompanying consolidated financial statements.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

1 unchanged sentence

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

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Our Auditor Firm ID is 273 .

March 31, 2023

Biofuels, Inc.

known as Alliance Bioenergy Plus, Inc.

BALANCE SHEETS

December 31, 2022

December 31, 2021

and cash equivalents

CURRENT ASSETS

Cash and cash equivalents

Prepaid expenses

TOTAL CURRENT ASSETS

Property and equipment, net of accumulated depreciation and amortization of $ 127,178 and $ 273,852 at December 31, 2022 and December 31,2021, respectively

Security deposits

Right of Use Assets, net of accumulated amortization

TOTAL OTHER ASSETS

LIABILITIES AND STOCKHOLDERS’ DEFICIT

and equipment, net of accumulated depreciation and amortization of $ 243,089 and $ 127,178 at December 31, 2023 and December 31,2022,

of Use Assets, net of accumulated amortization

AND STOCKHOLDERS’ DEFICIT

payable - Related Party

wages and director’s fees - Related party

of Use Lease Liability - Current

11 Settlement

Notes Payable — Related Party

Payable - Related Party

CURRENT LIABILITIES

Accounts payable

Accounts payable - Related Party

Deferred wages and director’s fees - Related party

Right of Use Lease Liability - Current

Chapter 11 Settlement

Interest Payable - Related Party

TOTAL CURRENT LIABILITIES

term liabilities

of Use Lease Liability, net of current portion

Payable — Related Party

Payable — Other

LONG TERM LIABILITIES

Right of Use Lease Liability, net of current portion

Notes Payable — Related Party

Notes Payable — Other

TOTAL LONG TERM LIABILITIES

TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock;

STOCKHOLDERS’

EQUITY (DEFICIT)

$ 0.001 par value;

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zero shares issued and outstanding

Common stock;

$ 0.001 par value;

1,000,000,000 shares authorized;

289,941,623 issued and outstanding at December 30, 2022, and 274,003,883 issued and outstanding at December 30, 2021.

Additional paid-in capital

Accumulated deficit

( 52,781,586 )

( 48,821,403 )

Total stockholders’ equity (deficit)

302,750,963 issued and outstanding at December 31, 2023, and 289,941,623

issued and outstanding at December 31, 2022.

paid-in capital

( 55,836,780 )

( 52,781,586 )

TOTAL EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT)

$ ( 3,561,082 )

$ ( 2,356,917 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes are an integral part of these consolidated financial statements

Biofuels, Inc

known as Alliance Bioenergy Plus, Inc.

STATEMENT OF OPERATIONS

Operating expense:

General and administrative

Research & Development

Loss on disposal of assets

Total operating expenses

Loss from operations:

and administrative

& Development

on disposal of assets

operating expenses

from operations:

( 3,190,915 )

( 3,932,276 )

(income) expense:

Stock Recission

expense - related party

expense - other

other (income) expense

Loan Forgiveness

Common Stock Recission

Interest expense - related party

Interest expense - other

Total other (income) expense

Income (Loss) before provisions for income taxes

(Loss) before provisions for income taxes

$ ( 3,055,194 )

$ ( 3,960,183 )

Provisions for income taxes

Net Income / (Loss):

for income taxes

Income / (Loss):

$ ( 3,055,194 )

$ ( 3,960,183 )

Net income (loss) per share

Weighted average common shares outstanding

income (loss) per share

Weighted average

common shares outstanding

accompanying notes are an integral part of these consolidated financial statements

Biofuels, Inc.

known as Alliance Bioenergy Plus, Inc.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

Additional Paid-in

Total Stockholder’s

Balance as of December 31, 2021

Stockholder’s

as of December 31, 2022

$ ( 52,781,586 )

$ ( 2,356,917 )

Issuance of common stock for services

Issuance of 77,333 warrants for services

Issuance of common

stock for services

Issuance of 794,000

warrants for services

Warrants exercised

Issuance of common stock and warrants for cash through PPM

Issuance of common stock in exchange for debt

Vesting of 12,560,000 options under the employee, director plan

Employee stock options exercised

Stock Recinded

Net Income (Loss)

Issuance of common

stock and warrants for cash through PPM

Issuance of common

stock in exchange for debt

Vesting of 4,385,000

options under the employee, director plan

Income (Loss)

( 3,055,194 )

$ ( 3,055,194 )

Balance as of December 31, 2022

as of December 31, 2023

$ ( 55,836,780 )

$ ( 3,561,082 )

Balance as of December 31, 2020

as of December 31, 2021

$ ( 48,821,403 )

$ ( 1,396,046 )

Issuance of common stock for services

Issuance of 1,166,667 warrants for services

Issuance of warrants for services

$ ( 48,821,403 )

$ ( 1,396,046 )

Issuance of common

stock for services

Issuance of 77,333

warrants for services

Warrants exercised

Issuance of common stock and warrants for cash through PPM

Issuance of common stock in exchange for debt

Vesting of 460,000 options under the employee, director plan

Vesting of options under the employee, director plan

Employee stock options exercised

Cashless exercise of stock options

Net Income (Loss)

Issuance of common

stock and warrants for cash through PPM

Issuance of common

stock in exchange for debt

Vesting of 12,560,000

options under the employee, director plan

Employee stock

options exercised

Stock Recinded

Income (Loss)

( 3,960,183 )

Balance as of December 31, 2021

as of December 31, 2022

$ ( 52,781,586 )

$ ( 2,356,917 )

$ ( 52,781,586 )

$ ( 2,356,917 )

accompanying notes are an integral part of these consolidated financial statements

Biofuels, Inc.

known as Alliance Bioenergy Plus, Inc.

STATEMENTS OF CASH FLOWS

For the Year Ended

Cash flows from operating activities

Net Income (Loss)

the Year Ended

flows from operating activities

Income (Loss)

$ ( 3,055,194 )

$ ( 3,960,183 )

Reconciliation of net loss to net cash used in operating activities

Depreciation and amortization

Stock based compensation for services

Recission of stock

Net Issuance of options and warrants for services

Loss on Disposal of assets

Changes in operating assets and liabilities

Prepaid expenses

Accrued interest - related party

Accounts payable and accrued liabilities

Forgiveness of PPP Loan

Right of use lease

Net cash used in operating activities

Reconciliation

of net loss to net cash used in operating activities

and amortization

based compensation for services

Issuance of options and warrants for services

on Disposal of assets

in operating assets and liabilities

interest - related party

payable and accrued liabilities

cash used in operating activities

( 1,600,411 )

( 2,036,143 )

Cash flows from investing activities

Net purchase of property and equipment

Security deposits

Net cash from used in investing activities

Cash flows from financing activities

Proceeds from exercise of warrants and options

Net proceeds from issuance of common stock

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalent at beginning of the period

Cash and cash equivalent at end of the period

Supplemental disclosure of cash flow information

Cash paid during the period for

Supplemental schedule of non-cash activities

Conversion of convertible debenture to common stock

flows from investing activities

purchase of property and equipment

cash from (used in) investing activities

flows from financing activities

proceeds from issuance of common stock

proceeds from issuance of convertible notes

from exercise of warrants and options

cash provided by financing activities

increase (decrease) in cash and cash equivalents

and cash equivalent at beginning of the period

and cash equivalent at end of the period

disclosure of cash flow information

paid during the period for

schedule of non-cash activities

of warrants for services

of common stock for services

conversion of warrants/options

of convertible debenture to common stock

accompanying notes are an integral part of these consolidated financial statements

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1 – ORGANIZATION

Biofuels, Inc (the “Company”) is a technology company focused on emerging technologies in renewable energy, biofuels, and

In early 2018, the Company’s CEO invented a new technology system it calls Cellulose-to-Sugar or CTS, and a patent application

was filed and later obtained (U.S.

In addition to this patent, the Company has obtained an additional patent

and has one continuation patent pending and has filed provisional patent applications for two additional patents that are currently pending.

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

CTS can convert

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 lignin.

The CTS system produces sugar and chemically

unmodified lignin among other by-products.

The sugar can then be further converted into biofuels like ethanol and sustainable aviation

Company’s focus is to commercialize its CTS technology.

The Company is in the process of completing the buildout of a pilot plant

that is designed to show successful volume production and scalability.

Company is now doing the engineering work to commercialize its CTS technology.

Company intends to raise additional capital and continue engineering work and scaling up towards a full-scale commercial size CTS modular

At that point, and to minimize dilution to shareholders, the Company will seek project-based financing to build a full scale plant

(or acquire and retrofit) or joint venture with existing ethanol producers to produce cellulosic ethanol and lignin from its patented

Once the first plant is profitable, the Company intends to grow with additional plants both in the United States and internationally.

Company has a strategy that includes the following:

Producing and selling sugar

to ethanol producers;

Producing and selling ethanol

either directly or in combination with joint ventures, mergers, and/or acquisitions of existing businesses in the renewable energy

Producing and selling sustainable

aviation fuel (SAF).

Producing and selling low-cost

high purity lignin, or using that lignin to produce ion exchange resins or specialty chemicals and sell those.

Biofuels, Inc (the “Company”) is a technology company focused on emerging technologies in the renewable energy, biofuels,

and lignin technologies sectors.

In early 2018, our chief executive officer (“CEO”) Ben Slager

invented a new technology system referred to as Cellulose-to-Sugar or CTS, and the Company filed, and received, two patents for this technology

10,994,255 and 11,484,858B2), and has subsequently been granted the firrst in Japan and El Salvador.

The Company also

filed for both 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.

Further, the company has filed for 6 other patents in the United States which are currently

The CTS process is a continuous mechanical/chemical dry process for converting

cellulose material into sugar and lignin.

CTS system converts plant-based feedstock into one primary product, soluble sugars, which can be further processed into cellulosic ethanol

and other biofuels like jet fuel, and potentially into bio chemicals.

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 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.

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.

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

from feedstock to fermentable cellulosic sugars (CTS)

the cellulosic sugars into cellulosic ethanol.

the ethanol into SAF and related products.

This third step happens with the Vertimass technology which the Company has licensed.

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 related products, and then expand SAF and related product 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.

commercial production will require project financing.

2 – GOING CONCERN

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interest rate

stock fair value

Risk-free interest rate

Expected life

1 unchanged sentence

Expected volatility

BIOF common stock fair value

stock fair value

interest rate

common stock fair value

interest rate

common stock fair value

and Equipment

29 unchanged sentences

the following criteria are met:

persuasive evidence of

an arrangement exists;

product has been delivered

or the services have been rendered to the customer;

the sales price is fixed

or determinable;

collectability of the fee

or sales price is reasonably assured.

evidence of an arrangement exists;

has been delivered or the services have been rendered to the customer;

sales price is fixed or determinable;

collectability

of the fee or sales price is reasonably assured.

Company currently has no customers.

21 unchanged sentences

over the term of the related debt to their stated date of redemption.

As of December 31, 2022, the Company has no convertible instruments.

As of December 31, 2023, the Company has convertible instruments

but none that have intrinsic value to conversion options, hence no bifurcation is necessary.

for Derivative Instruments

36 unchanged sentences

charge is required based on qualitative and quantitative information.

As of December 31, 2022, the Company has no investments in non-consolidated

As of December 31, 2023, the Company had no investments in non-consolidated

of Long-Lived Assets

59 unchanged sentences

SCHEDULE OF PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

December 31, 2022

December 31, 2021

Building and Improvements

AND EQUIPMENT

and Improvements

Machinery and Equipment

Furniture and Fixtures

Computer Equipment

Property and Equipment, gross

Less Accumulated Depreciation

Accumulated Depreciation

$ ( 243,089 )

$ ( 127,178 )

Property and Equipment

and Equipment

depreciation expense was $ 119,476 and $ 55,601 for the years ended December 31, 2023, and 2022, respectively.

the fiscal year ended December 31, 2023, the Company disposed of laboratory equipment and machinery that was no longer in use for a total

of $ 1,185 that originally was purchased for $ 240,898 and that had accumulated depreciation of $ 199,614 , thereby taking a loss of $ 40,099

on the disposal of assets.

In fiscal year ended December 31, 2021, the Company disposed of laboratory equipment and machinery purchased

for $ 44,063 and that had accumulated depreciation of $ 10,579 , taking a loss on disposal of assets of $ 33,484 .

of $ 3500 that was originally purchased for $ 8171 and that had accumulated depreciation of $ 3,513 , thereby taking a loss of $ 1,158 on

the disposal of assets.

In the fiscal year ended December 31, 2022, the Company disposed of laboratory equipment and machinery that was

no longer in use for a total of $ 1,185 that originally was purchased for $ 240,898 and that had accumulated depreciation of $ 199,614 ,

thereby taking a loss of $ 40,099 on the disposal of assets.

Company has obtained two patents and has applied for three more patents on its technology, and has also applied for international patents.

1 unchanged sentence

of each remaining debt, including those that have been paid off or renegotiated during 2023, are indicated below.

Payable — Chapter 11 Settlement

July 18, 2018, the Company’s former Controller Dennis Lenaburg sued the Company for $2,694,577 dollars plus stock warrants in the

Circuit Court of the 15 th Judicial Circuit in Palm Beach County, Florida.

That lawsuit was moved to the Bankruptcy Court when

the Company entered Chapter 11 on October 22, 2018.

The Company filed a Complaint against Lenaburg on November 16, 2018, in the bankruptcy

court in the Southern District of Florida.

The bankruptcy judge ordered mediation, and a settlement was reached that paid Lenaburg $13,650

upon Plan Confirmation and a $50,000 claim payable no later than three years after the Plan effective date, plus 1.5 million common stock

warrants with a strike price of $0.30/share and a ten-year expiration period.

The $50,000 claim was fully paid in Q1 2023.

Nothing remains

due on this Settlement.

Payable – Related Parties

December 13, 2023, and also on August 10, 2023, and on June 30, 2023, the Company entered into a long-term convertible notes with board

member Chris Kneppers, with principal balances of $ 10,000 , $ 50,000 and $ 50,000 , respectively, 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.

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.

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.

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.

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.

This debt remains on the books because the Company hadn’t converted it into shares as of the end of 2023.

July 2016, the Company issued six (6) short-term notes payable to related parties in conjunction with the Company’s acquisition

50 unchanged sentences

11 proceedings, and as per the Plan Confirmation, it is agreed that $ 50,315 is to be paid out of future gross revenues.

Payable – Chapter 11 Settlement

July 18, 2018, the Company’s former Controller Dennis Lenaburg sued the Company for $ 2,694,577 dollars plus stock warrants in the

Circuit Court of the 15 th Judicial Circuit in Palm Beach County, Florida.

That lawsuit was moved to the Bankruptcy Court when

the Company entered Chapter 11 on October 22, 2018.

The Company filed a Complaint against Lenaburg on November 16, 2018, in the bankruptcy

court in the Southern District of Florida.

The bankruptcy judge ordered mediation, and a settlement was reached that paid Lenaburg $ 13,650

upon Plan Confirmation and a $ 50,000 claim payable no later than three years after the Plan effective date, plus 1.5 million common stock

warrants with a strike price of $ 0.30 /share and a ten -year expiration period.

The $ 50,000 claim was fully paid in Q1 2023.

Nothing remains

due on this Settlement.

Payable – Other

45 unchanged sentences

Plan was confirmed by the Court on September 18, 2019.

summary of all debts that remain of those indicated in the Notes above is as follows:

summary of all Notes that remain of those indicated in the Notes above is as follows:

SCHEDULE OF NOTES PAYABLE

Notes Payable

December 31, 2022

December 31, 2021

Short Term Chapter 11 Settlement

Long Term Notes Payable from future revenue — Related Party

Long Term Notes Payable from future revenue — Other

Long Term Note Payable from future profits — Related Party

Long Term Note Payable from future profits — Other

the $2,788,132 due as of September 30, 2022, $2,738,132 is due out of future revenue or future profits.

$2,417,502 of the $2,788,132

will be discharged if not paid by September 18, 2024, which is 5 years after the Company exited Chapter 11.

The remaining debt that would

not be discharged is $370,630, consisting of $200,630 due to related parties, $120,000 due to other, and a $50,000 Chapter 11 settlement.

Term Chapter 11 Settlement

Term Convertible Notes – Related Party

Term Convertible Notes Payable – Related Party

Term Notes Payable from future revenue — Related Party

Term Notes Payable from future revenue — Other

Term Note Payable from future profits — Related Party

Term Note Payable from future profits — Other

$ 100,000 of the $ 3,388,132 due as of December 31, 2023, is due at a specific point in time.

$ 300,000 automatically converts into equity

and $ 300,000 is due depending on the raising of millions in capital.

$ 2,738,132 of the amount due as of December 31, 2023, is due out

of future revenue or future profits.

$ 2,417,502 of the $ 2,738,132 will be discharged if not paid by September 18, 2024, which is 5 years

after the Company exited Chapter 11.

7 – STOCKHOLDERS’ EQUITY

16 unchanged sentences

model, these were valued at $ 84,677 .

the year ended December 31, 2023, 5,950,148 warrants were exercised for proceeds of $ 97,251 .

the year ended December 31, 2023, no employee stock options were exercised.

the year ended December 31, 2023, the Company issued 6,684,998 common shares for cash through private placements of $ 1,002,772 .

the year ended December 31, 2023, the Company issued unvested options under its Employee & Directors Stock Option Plan to purchase

an aggregate of 17,150,000 shares of common stock for a period of ten years at an exercise price of $ 0.19 to $ 0.20 .

Using a Black-Scholes

asset-pricing model, these agreements were valued at $ 2,835,613 .

The Company issued an additional 1,000,000 options that were vested

with a Black-Scholes value of $ 157,939 .

An additional 3,385,000 options vested.

These vested options were valued at $ 479,089 .

the year ended December 31, 2022, the company issued an aggregate of 812,119 shares of its common stock for services, valued at $ 136,550 .

the year ended December 31, 2022, the Company issued an aggregate of 77,333 warrants for services.

Using a Black-Scholes asset pricing

model, these were valued at $ 9,773 .

The Company also issued an aggregate of 2,000,000 unvested warrants for services to be performed.

11 unchanged sentences

options were valued at $ 1,565,589 .

the year ended December 31, 2021, the company issued an aggregate of 515,700 shares of its common stock for services, valued at $ 120,152 .

the year ended December 31, 2021, the Company issued an aggregate of 1,166,667 warrants for services.

Using a Black-Scholes asset pricing

model, these were valued at $ 72,090 .

the year ended December 31, 2021, 13,455,008 warrants were exercised at an average price of 9.7 cents for total proceeds of $ 1,302,817 .

the year ended December 31, 2021, 350,000 employee stock options were exercised for proceeds of $ 12,900 .

the year ended December 31, 2021, 400,000 employee stock options were exercised using the cashless exercise provision to obtain 337,896

the year ended December 31, 2021, the Company issued 10,543,332 common shares for cash through private placements of $ 2,260,750 .

the year ended December 31, 2021, $ 279,000 of convertible notes issued during Chapter 11 to various parties converted into 7,080,000

shares of common stock.

the year ended December 31, 2021, the Company issued options under its Employee & Directors Stock Option Plan to purchase an aggregate

of 27,030,000 shares of common stock for a period of five to ten years at an exercise price ranging from $ 0.15 to $ 0.30 .

Using a Black-Scholes

asset-pricing model, these agreements were valued at $ 3,670,193 .

Only 10,000 of those vested in 2021, along with an additional 450,000

The vested options were valued at $ 32,319 .

option activity under the 2021 ESOP for the year ending December 31, 2023, is as follows:

OF STOCK OPTION ACTIVITY

Option Shares Outstanding

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic Value ($0’s)

Outstanding as of December 31, 2021

Expired or Rescinded

Outstanding as of December 31, 2022

SCHEDULE OF STOCK OPTION ACTIVITY

Shares Outstanding

Average Exercise Price

Average Remaining Contractual Term (years)

Intrinsic Value ($0’s)

as of December 31, 2022

as of December 31, 2023

Vested as of December

Option Shares Outstanding

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Aggregate Intrinsic Value ($0’s)

Outstanding as of December 31, 2020

Outstanding as of December 31, 2021

Shares Outstanding

Average Exercise Price

Average Remaining Contractual Term (years)

Intrinsic Value ($0’s)

as of December 31, 2021

as of December 31, 2022

Vested as of December

1 unchanged sentence

SCHEDULE OF WARRANT ACTIVITY

Warrants Outstanding

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic Value ($0’s)

Outstanding as of December 31, 2021

Outstanding as of December 31, 2022

Average Exercise Price

Average Remaining Contractual Term (years)

Intrinsic Value ($0’s)

as of December 31, 2022

as of December 31, 2023

Vested as of December

Warrants Outstanding

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (years)

Aggregate Intrinsic Value ($0’s)

Outstanding as of December 31, 2020

Awarded or received from note conversions

Outstanding as of December 31, 2021

Average Exercise Price

Average Remaining Contractual Term (years)

Intrinsic Value ($0’s)

as of December 31, 2021

as of December 31, 2022

Vested as of December

10 unchanged sentences

SCHEDULE OF INCOME TAX PROVISION

$ ( 831,638 )

$ ( 449,255 )

in valuation allowance

5 unchanged sentences

operating loss carryovers (federal)

Total deferred tax assets

Total deferred

( 13,561,765 )

27 unchanged sentences

Company is subject, from time to time, to litigation, claims and suits arising in the ordinary course of business.

June 21, 2018, Power Up Lending Group Ltd., sued both the Company and four of its managers, ex-managers, and directors of the Company

in the United States District Court for the Eastern District of New York.

The case was dropped against the Company and the claim discharged

by the bankruptcy court upon Plan Confirmation on September 18, 2019.

Power Up has continued a tort case against the individuals.

D&O insurance has agreed to cover the legal defense costs for CEO Ben Slager, CFO Anthony Santelli, as well as ex-Controller Dennis

Lenaburg, in this case.

Management believed the Complaint was frivolous.

On June 28, 2022, Power Up Lending Group withdrew the lawsuit

against management.

The case is now closed.

There has been no financial cost to the Company or its Management team.

The Company is not

in any litigation at this time.

Company consolidated its premises into one location on November 1, 2019, and currently leases office and laboratory space in Palm Beach

17 unchanged sentences

liabilities for operating leases.

lease expense for the years ending December 31, 2022, and 2021, were $ 82,814 and $ 71,915 , respectively.

Company recognized the following related to leases in its Consolidated Balance Sheet:

SCHEDULE OF LEASE CONSOLIDATED BALANCE SHEET

addition, the Company leases land in Arcadia, FL where it grows king grass.

The original lease began on September 1, 2020, and was for

18.2 acres at an annual cost of $ 6,370 that the Company has the right to renew for a total of 5 years.

A second lease began on March

31, 2023, for an additional 167.6 acres at a cost of $ 24,721 every 6 months that the Company also can continue for up to 5 years.

those leases can be terminated at will, they are not included in the ROU or lease liability on the Company’s balance sheet.

rent expense for the years ending December 31, 2023, and 2022, were $ 214,902 and $ 139,083 , respectively.

following table provides the components of the lease expense for the periods indicated:

SCHEDULE OF COMPONENTS OF THE LEASE EXPENSE

Finance Lease Cost:

of ROU assets

on lease liabilities

Operating lease

lease expense

following table provides supplemental cash flow and other information related to leases for the periods indicated:

SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES

December 31, 2023

December 31, 2022

Right of Use Lease Liabilities

Current portion

Long-term portion

of December 31, 2022, the total future minimum lease payments in respect of leased premises are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Cash paid for amounts included in measurement

of lease liabilities:

Operating cash flows from operating leases ( 1 )

Operating cash flows from finance leases

Financing cash flows from finance leases

ROU assets obtained in exchange for new lease liabilities:

Finance leases

Operating leases

are included in Other operating activities on the consolidated cash flow statements.

following table provides the lease terms and discount rates for the periods indicated:

SCHEDULE OF LEASE TERMS AND DISCOUNT RATES

Weighted-average

remaining lease term (years):

Weighted-average

discount rate:

following table provides supplemental balance sheet information related to leases at the dates indicated:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

lease ROU assets (1)

lease ROU assets

lease liabilities

(1) Amounts are included

in Property and equipment, net on the consolidated balance sheets.

following table provides maturities of undiscounted lease liabilities at December 31, 2023

SCHEDULE OF MATURITIES OF UNDISCOUNTED LEASE LIABILITIES

lease payments

Present value

of lease liabilities

Current portion of lease obligation

long-term lease obligation

following table provides maturities of undiscounted lease liabilities at December 31, 2022:

lease payments

Present value

of lease liabilities

Current portion of lease obligation

long-term lease obligation

10 – RELATED PARTY TRANSACTIONS

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one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Short-term notes payable,

convertible notes, and contingent liabilities issued to related parties are described in NOTE 6.

A board resolution was

passed on February 13, 2020, that pledged the 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

continue to be owed back pay.

notes payable, convertible notes, and contingent liabilities issued to related parties are described in NOTE 6.

board resolution was passed on February 13, 2020, that pledged the 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 continue to be owed back pay.

officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business

opportunities.

If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company

and their other business interest.

The Company has not formulated a policy for the resolution of such conflicts.

However, they may not engage in competing business interests.

If a specific business opportunity becomes available, such

persons may face a conflict in selecting between the Company and their other business interest.

The Company has not formulated a policy

for the resolution of such conflicts.

11 – SUBSEQUENT EVENTS

2 unchanged sentences

the Company has identified the following subsequent events:

to December 31, 2022, the Company issued 140,000 shares for services valued at $ 24,000 .

Subsequent to December 31, 2022, 2,039,999 warrants expired.

Subsequent to December 31, 2022, 2,000,000 options expired.

to December 31, 2022, 5,450,148 warrants were exercised for total proceeds of $ 72,251 .

to December 31, 2023, the Company issued 52,500 shares for services valued at $ 4,200 and 62,500 warrants valued at $ 3,592 .

to December 31, 2023, 133,333 warrants expired.

to December 31, 2023, 1,775,000 employee stock options vested.

These have a Black-Scholes valuation of $ 234,350 .

to December 31, 2022, 16,450,000

employee stock options were issued, 15,950,000

of which are unvested.

million of those vest upon deliverables, and all expire

in 5 or 10 years from the date of issuance with strike prices between $ 0.16

Using the Black-Scholes option pricing method, these were valued at $ 2,759,814 .

to December 31, 2022, 3,884,998 shares were issued in private placements for proceeds of $ 582,750 .

to December 31, 2022, the company issued a convertible note to a related party for $ 250,000 .

If it is not paid back by July 4, 2023,

it automatically converts into common stock at 13 cents per share for a total of 1,923,077 shares.

to December 31, 2023, the company issued convertible notes for $ 230,000 .

These notes may be converted into equity at the discretion of

the holder and all automatically convert into equity if not repaid in 13 months from their date of issue.

– CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

were no changes in the Company’s independent registered accounting firm, nor any disagreements between the Company and its independent

registered accounting firm.

There was a change in the Company’s independent

registered accounting firm after the first quarter of 2023.

There were no disagreements between the Company and either of its independent

registered accounting firms on accounting or financial disclosure.

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 8. Financial Statements and Supplementary Data