BLUE BIOFUELS, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ 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 (April 30, 2024): 302,803,463 . TABLE OF CONTENTS Page PART I—FINANCIAL INFORMATION ITEM 1. Consolidated Financial Statements (unaudited) 4 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 24 ITEM 4. Controls and Procedures 24 PART II—OTHER INFORMATION ITEM 1. Legal Proceedings 25 ITEM 1A. Risk Factors 25 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 25 ITEM 3. Defaults Upon Senior Securities 26 ITEM 4. Mine Safety Disclosures 26 ITEM 5. Other Information 26 ITEM 6. Exhibits 26 Signatures 27 2 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’ Equity 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 3 Blue Biofuels, Inc. Financial Statements Period Ended March 31, 2024 UNAUDITED FINANCIAL STATEMENTS OF BLUE BIOFUELS, INC. Blue Biofuels, Inc. CONDENSED 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 director’s 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 Right of Use Lease Liability, net of current portion $ - - Notes Payable — Related Party $ 2,861,562 $ 2,821,562 Notes Payable — Other $ 266,570 $ 266,570 TOTAL LONG TERM LIABILITIES $ 3,128,132 $ 3,088,132 TOTAL LIABILITIES $ 5,196,231 $ 4,591,301 STOCKHOLDERS’ EQUITY 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 $ 51,934,897 51,972,947 Accumulated deficit $ ( 56,456,712 ) $ ( 55,836,780 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) $ ( 4,219,012 ) $ ( 3,561,082 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 977,219 $ 1,030,219 4 Blue Biofuels, Inc 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 280,695 684,562 Loss on disposal of assets - 369 Total operating expenses 576,677 1,054,776 Loss from operations: ( 576,677 ) ( 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 $ ( 619,932 ) $ ( 1,064,090 ) Provisions for income taxes - - Net Income / (Loss): $ ( 619,932 ) $ ( 1,064,090 ) Net income (loss) per share $ ( 0.002 ) $ ( 0.004 ) Weighted average common shares outstanding Basic and Diluted 302,788,463 295,025,276 5 Blue Biofuels, Inc. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) Shares Amount Shares Amt Capital Deficit (Deficiency) Common Stock Preferred Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Shares Amt Capital Deficit (Deficiency) 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 - - $ 51,972,946 $ ( 55,836,780 ) $ ( 3,561,082 ) Balance 302,750,963 $ 302,751 - - $ 51,972,946 $ ( 55,836,780 ) $ ( 3,561,082 ) Issuance of common stock for services 52,500 $ 53 - - $ 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 adjustment of strike prices under the employee, director plan - - $ ( 47,692 ) - $ ( 47,692 ) Vesting of options and adjustment of strike prices under the employee, director plan - - $ ( 47,692 ) - $ ( 47,692 ) Net Income (Loss) ( 619,932 ) $ ( 619,932 ) Balance as of March 31, 2024 $ 302,803,463 $ 302,803 - - $ 51,934,896 $ ( 56,456,712 ) $ ( 4,219,012 ) Balance $ 302,803,463 $ 302,803 - - $ 51,934,896 $ ( 56,456,712 ) $ ( 4,219,012 ) 6 Blue Biofuels, Inc. 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) $ ( 619,932 ) $ ( 1,064,090 ) Reconciliation of net loss to net cash used in operating activities Depreciation and amortization 29,810 29,842 Stock based compensation for services 9,694 24,000 Net Issuance of options and warrants for services ( 47,692 ) 391,297 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 ) Security deposits - - Patent Costs ( 20,824 ) ( 12,621 ) Net cash used in investing activities ( 20,824 ) ( 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 ( 16,688 ) ( 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 Supplemental disclosure of cash flow information Cash paid during the period for Interest $ - $ - Taxes $ - $ - Supplemental schedule of non-cash activities Cashless conversion of warrants/options $ - $ - Conversion of convertible debenture to common stock $ - $ - 7 Blue Biofuels, Inc. NOTES TO 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. 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 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. 8 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. 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. 9 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. 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 $ 56,456,712 . 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. 10 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. The COVID-19 pandemic has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our supply chain, employees, and potential future customers. Our office and lab have remained open during the pandemic. Nevertheless, the pandemic slowed our ability to commercialize our process in two ways: by adversely affecting our ability to raise capital, and by adversely affecting the supply chain of laboratory equipment and various parts of upgrades to our CTS system, which slowed the development of our prototypes. Supply chain issues also delayed the delivery of various parts of our pilot plant. The extent to which our operations may be further impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted. We may experience additional operating costs due to increased challenges with our workforce (including as a result of illness, absenteeism or government orders), access to supplies, capital, and fundamental support services (such as shipping and transportation). Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression. Furthermore, the effects of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany accounts and transactions. Investments in business entities in which the Company lacks control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. All material intercompany transactions and balances were eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates presented and reported amounts of revenues and expenses during the reporting periods presented. Significant estimates inherent in the preparation of the accompanying Consolidated Financial Statements include estimates of impairment assessment of identifiable intangible assets and valuation allowance for deferred tax assets. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates. 11 Cash and Cash Equivalents All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents. Stock Compensation The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant the recipient the right to acquire shares of the Company’s common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic 718, “Stock Compensation”. Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718, ASC Topic 505, “Equity Payments to Non-Employees” or other applicable authoritative guidance. Stock-based Compensation Valuation Methodology Stock-based compensation resulting from the issuance of common stock is calculated by reference to the valuation of the stock on the date of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option-pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option-pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instruments, using the assumptions noted in the table below. The fair value of the common stock is determined by the then-prevailing closing market price. Expected volatility was based on the historical volatility of the Company’s closing day market price per share. The expected term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S. Treasury Daily Yield Curve Rate. The stock compensation issued for services during the 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 Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets, generally 5 to 10 years. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. Patent Capitalization If a product is currently under research and development and is not currently approved for market, costs incurred in connection with patent applications should generally be expensed in the income statement because there is uncertainty as to the future economic benefit of the asset. Conversely, if a product is approved for market (as is the case of the end products, ethanol and SAF), or if future economic benefit is probable, or if an alternative future use is available to the Company, then such patent costs can be capitalized and amortized over the expected life of the patent(s). Since the Company’s primary end products are expected to be ethanol and SAF, which are in wide use, the Company has determined that it is reasonable to capitalize the patent costs associated with its CTS process. 12 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 $ 295,982 and $ 369,845 , respectively. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. Under ASC 606, revenue is recognized when the following criteria are met: 1. persuasive evidence of an arrangement exists; 2. the product has been shipped or the services have been rendered to the customer; 3. the sales price is fixed or determinable; and, 4. collectability is reasonably assured. The Company currently has no customers. The Company’s revenues are expected to be derived principally from products sold through joint ventures and corporate owned plants. However, no sales have occurred through those revenue streams to date. The company will recognize revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide it with a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to its own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses the classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company compares the carrying amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. 13 ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. Profit (Loss) per Common Share : Basic profit (loss) per share amounts have been calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share has been calculated using the weighted-average number of common shares plus the potentially dilutive effect of securities such as outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method. The warrants and options are antidilutive for all periods presented. When net loss is reported, diluted and basic net loss per share amounts are the same as the impact of potential common shares is antidilutive. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. 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 $ 13,649 $ 13,649 Computer Equipment 3 $ 11,824 $ 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. 14 In the three months ended March 31, 2024, The Company purchased machinery worth $ 0 . The Company did not dispose of machinery having none that was not in use. 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 2024, the Company issued convertible notes to board member Chris Kneppers totaling $ 100,000 . The Notes bear no interest and are convertible into shares and warrants at the option of the lender. On December 13, 2023, and also on August 10, 2023, and on June 30, 2023, the Company entered into 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. 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. The Note has not yet been converted. 15 On May 31, 2019, the Company entered into an agreement with Chris and Pamela Jemapete such that its debt of $ 100,630.14 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 19, 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 From December 2023 until the present, the Company has issued convertible notes to 5 different individuals totaling $ 300,000 . These notes carry no interest and may be prepaid at anytime, but are convertible into shares and warrants at the option of the lender. They automatically convert into shares and warrants if not repaid 13 months after issued. 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 Long Term Convertible Notes – Related Party $ 40,000 $ 0 Long Term Notes Payable after capital investment $ 300,000 $ 300,000 Long Term Notes Payable from future revenue — Related Party $ 1,700,630 $ 1,700,630 Long Term Notes Payable from future revenue — Other $ 120,000 $ 120,000 Long Term Note Payable from future profits — Related Party $ 820,932 $ 820,932 Long Term Note Payable from future profits — Other $ 96,570 $ 96,570 TOTAL NOTES $ 3,648,132 $ 3,388,132 Only $ 100,000 of the $ 3,648,132 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. $ 2,738,132 is due out of future revenue or future profits with no specific due date. $ 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. 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. 16 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. 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 $ 234,350 . 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. Cybersecurity No material cybersecurity breach has occurred. 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. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. The lease period was for twenty-four (24) months from November 1, 2019, to October 31, 2021. This had been extended for one year until October 31, 2022, and was further extended for two more years until October 31, 2024. Annual rent commenced at $ 84,100 per annum and increased 3 % per year. The latest amendment adjusted the lease to $ 102,950 per annum and increases at 3 % per year. Tenant is also required to cover operating costs that are estimated at $ 3,600 per month. Operating lease expense is recognized on a straight-line basis over the lease term and is included in General & Administrative expenses. ASC 842 was effective for us beginning January 1, 2019. The adoption had a material impact on our consolidated balance sheets, but did not have a material impact on our consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. In 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. Since 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 three months ending March 31, 2024, and 2023, were $ 42,151 and $ 62,226 , respectively. 17 The Company recognized the following related to leases in its Consolidated Balance Sheet: SCHEDULE OF LEASE CONSOLIDATED BALANCE SHEET PERIOD ENDED March 31, 2024 December 31, 2023 Right of Use Lease Liabilities Current portion 60,637 85,983 Long-term portion 0 0 TOTAL 60,637 85,983 As of March 31, 2024, the total future minimum lease payments in respect of leased premises are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS YEAR ENDED MINIMUM DUE 2024 60,637 2025 0 2026 0 TOTAL $ 60,637 NOTE 9 – RELATED PARTY TRANSACTIONS Related Party Transactions The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. 1) Short-term notes payable, convertible notes, and contingent liabilities issued to related parties are described in NOTE 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. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. 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. Using the Black-Scholes pricing model, the net of these were valued at negative $ 21,331 . From April 1, 2024, to the date of this filing, the Company issued convertible notes to related parties for $ 40,000 and to unrelated parties for $ 50,000 . 18 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion should be read in conjunction with the Company’s audited financial statements and the notes thereto. 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. 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 registration statement, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis and Plan of Operation — Risk Factors” 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 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. 19 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. 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. 20 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. 21 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. 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 $1,791,029 and had incurred accumulated losses of $56,456,712 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 and month period ended March 31, 2024 (unaudited) 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 $73,864 to $295,982 from $369,845 in 2023. This decrease is primarily the result of a $84,698 equity based compensation expense in 2023 versus $16,940 in 2024. Interest expense increased in the quarter ended March 31, 2024 by $33,942 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. 22 Research and development (R&D) costs for the quarter ended March 31, 2024, were $280,695, a decrease of $403,869 from $684,562 in 2023. The decrease in R&D expenses is primarily the result of equity-based compensation of $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 $76,758 in cash, and total stockholders’ equity at December 31, 2023, was negative $3,561,082. Total debt, including advances, accounts payable and other notes payable at March 31, 2024, together with interest payable thereon and contingent 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. $1,820,630 of the remaining debt has been renegotiated to be payable out of future revenue and $917,502 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 $355,255 to $255,864 from $609,119 in the three months ending March 31, 2023. This is primarily attributed to the increase in accounts payable of $328,184 in 2024 versus $19,559 in 2023. During the three months ended March 31, 2024, the Company’s investing activities used $20,824 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 $330,000 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. 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. 23 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 sufficient. 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. 24 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. 25 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) 26 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 3, 2024 By /s/ Anthony Santelli Anthony Santelli Chief Financial Officer (Principal Financial and Accounting Officer) Date May 3, 2024 27