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 June 30, 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 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 $14,698,207. 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 (August 8, 2024): 303,178,008 . TABLE OF CONTENTS Page PART I—FINANCIAL INFORMATION ITEM 1. Condensed and Consolidated Financial Statements (unaudited) 4 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 19 ITEM 4. Controls and Procedures 19 PART II—OTHER INFORMATION ITEM 1. Legal Proceedings 20 ITEM 1A. Risk Factors 20 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 ITEM 3. Defaults Upon Senior Securities 20 ITEM 4. Mine Safety Disclosures 21 ITEM 5. Other Information 21 ITEM 6. Exhibits 21 Signatures 22 2 PART I – FINANCIAL INFORMATION TABLE OF CONTENTS Index to Financial Statements Page Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 4 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited) 5 Condensed Consolidated Statements of Stockholders’ Deficit for the Six Months Ended June 30, 2024 and 2023 (unaudited) 6 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited) 7 Notes to Condensed Consolidated Financial Statements (unaudited) 8 3 Blue Biofuels, Inc. Financial Statements Period Ended June 30, 2024 UNAUDITED FINANCIAL STATEMENTS OF BLUE BIOFUELS, INC. Blue Biofuels, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) June 30, 2024 December 31, 2023 ASSETS Current Assets Cash and Cash Equivalents $ 407,806 $ 41,008 Prepaid Expenses 32,489 35,750 TOTAL CURRENT ASSETS 440,295 76,758 Other Assets Property and equipment, net of accumulated depreciation and amortization of $ 302,562 and $ 243,089 at June 30, 2024 and December 31, 2023, respectively 527,835 587,308 Security deposits 30,276 30,276 Right of Use Assets, net of accumulated amortization 32,436 81,091 Patents and Trademarks 274,611 254,786 TOTAL OTHER ASSETS 865,158 953,461 TOTAL ASSETS $ 1,305,453 $ 1,030,219 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts Payable $ 20,280 $ 22,798 Accounts Payable - Related Party 72,670 72,670 Accounts Payable 72,670 72,670 Deferred Wages and Directors Fees - Related Party 1,376,312 828,312 Right of Use Lease Liability – Current 34,909 85,983 Convertible Notes Payable – Other 300,000 - Convertible Notes Payable — Related Party - 350,000 Convertible Notes Payable - 350,000 Interest Payable - Related Party 185,703 143,406 TOTAL CURRENT LIABILITIES 1,989,874 1,503,169 Long Term Liabilities Convertible Notes Payable — Related Party 1,330,000 300,000 Convertible Notes Payable — Other - 50,000 Convertible Notes Payable - 50,000 Legacy Notes Payable — Related Party 2,521,562 2,521,562 Legacy Notes Payable — Other 216,570 216,570 TOTAL LONG TERM LIABILITIES 4,068,132 3,088,132 TOTAL LIABILITIES $ 6,058,006 $ 4,591,301 COMMITMENTS AND CONTINGENCIES (Note 8) - STOCKHOLDERS’ DEFICIT Preferred stock; $ 0.001 par value; 10,000,000 shares authorized; zero shares issued and outstanding - - Common stock; $ 0.001 par value; 1,000,000,000 shares authorized; 302,865,508 issued and outstanding at June 30, 2024, and 302,750,963 shares issued and outstanding at December 31, 2023. 302,865 302,751 Additional paid-in capital 52,277,057 51,972,947 Accumulated deficit ( 57,332,475 ) ( 55,836,780 ) TOTAL STOCKHOLDERS’ DEFICIT ( 4,752,553 ) ( 3,561,082 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,305,453 $ 1,030,219 The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements. 4 Blue Biofuels, Inc CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) 2024 2023 2024 2023 Three Months Ended Six Months Ended June 30 June 30 2024 2023 2024 2023 Revenues $ - $ - $ - $ - Operating expense: General and administrative 249,755 355,324 545,736 725,169 Research and development 291,389 762,714 899,025 1,447,276 Loss on disposal of assets - - - 369 Total operating expenses 541,144 1,118,038 1,444,761 2,172,814 Loss from operations: ( 541,144 ) ( 1,118,038 ) ( 1,444,761 ) ( 2,172,814 ) Other (income) expense: Interest expense - related party 6,723 33,783 48,815 40,495 Interest expense - other 956 2,377 2,119 4,979 Total other (income) expense 7,679 36,160 50,934 45,474 Income (Loss) before provisions for income taxes $ ( 548,823 ) $ ( 1,154,198 ) $ ( 1,495,695 ) $ ( 2,218,288 ) Provisions for income taxes - - - - Net Income (Loss): $ ( 548,823 ) $ ( 1,154,198 ) $ ( 1,495,695 ) $ ( 2,218,288 ) Net income (loss) per share basic and diluted $ ( 0.002 ) $ ( 0.004 ) $ ( 0.005 ) $ ( 0.007 ) Weighted average common shares outstanding Basic and Diluted 302,848,463 300,242,905 302,818,436 297,808,705 The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements. 5 Blue Biofuels, Inc. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) Shares Amount Capital Deficit (Deficit) Common Stock Additional Paid-in Accumulated Total Stockholder’s Shares Amount Capital Deficit (Deficit) Balance as of December 31, 2022 289,941,623 $ 289,942 $ 50,134,727 $ ( 52,781,586 ) $ ( 2,356,917 ) Issuance of common stock for services 140,000 140 23,860 - 24,000 Issuance of common stock and warrants for cash through PPM 3,884,998 3,885 578,865 - 582,750 Warrants exercised 5,450,148 5,450 66,800 - 72,250 Vesting of 2,385,000 options under the employee, director plan - - 391,297 - 391,297 Vesting of options under the employee, director plan - - 391,297 - 391,297 Net Income (Loss) - - - ( 1,064,090 ) ( 1,064,090 ) Balance as of March 31, 2023 299,416,769 $ 299,417 $ 51,195,549 $ ( 53,845,676 ) $ ( 2,350,710 ) Issuance of common stock for services 34,194 34 5,266 - 5,300 Vesting of 2,000,000 options under the employee, director plan - - 245,732 - 245,732 Vesting of options under the employee, director plan - - 245,732 - 245,732 Issuance of common stock and warrants for cash through PPM 633,334 633 94,389 - 95,022 Issuance of 314,000 warrants for services - - 42,634 - 42,634 Issuance of warrants for services - - 42,634 - 42,634 Warrants exercised 500,000 500 24,500 - 25,000 Net Income (Loss) - - - ( 1,154,198 ) ( 1,154,198 ) Balance as of June 30, 2023 300,584,297 $ 300,584 $ 51,608,070 $ ( 54,999,874 ) $ ( 3,091,220 ) Balance as of December 31, 2023 302,750,963 $ 302,751 $ 51,972,947 $ ( 55,836,780 ) $ ( 3,561,082 ) Issuance of common stock for services 52,500 52 4,148 - 4,200 Issuance of 87,500 warrants for services - - 5,494 - 5,494 Issuance of warrants for services - - 5,494 - 5,494 Vesting of 1,875,000 options and repricing of options under the employee, director plan - - 279,248 - 279,248 Vesting of options and repricing of options under the employee, director plan - - 279,248 - 279,248 Net Income (Loss) - - - ( 946,872 ) ( 946,872 ) Balance as of March 31, 2024 302,803,463 $ 302,803 $ 52,261,837 $ ( 56,783,652 ) $ ( 4,219,012 ) Balance 302,803,463 $ 302,803 $ 52,261,837 $ ( 56,783,652 ) $ ( 4,219,012 ) Issuance of common stock for services 62,045 62 5,832 - 5,894 Issuance of 40,000 warrants for services - - 3,094 - 3,094 Issuance of warrants for services - - 3,094 - 3,094 Issuance of 100,000 warrants for interest - - 6,518 - 6,518 Issuance of warrants for interest - - 6,518 - 6,518 Cancelling 350,000 warrants for services - - ( 29,991 ) - ( 29,991 ) Cancelling warrants for services - - ( 29,991 ) - $ ( 29,991 ) Vesting of 1,050,000 options and repricing of options under the employee, director plan - - 29,767 - 29,767 Vesting of options and repricing of options under the employee, director plan - - 29,767 - 29,767 Net Income (Loss) - - - ( 548,823 ) ( 548,823 ) Balance as of June 30, 2024 302,865,508 $ 302,865 $ 52,277,057 $ ( 57,332,475 ) $ ( 4,752,553 ) Balance 302,865,508 $ 302,865 $ 52,277,057 $ ( 57,332,475 ) $ ( 4,752,553 ) The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements. 6 Blue Biofuels, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) June 30, 2024 June 30, 2023 For the Six Months Ended June 30, 2024 June 30, 2023 Cash flows from operating activities Net Income (Loss) $ ( 1,495,695 ) $ ( 2,218,288 ) Reconciliation of net loss to net cash used in operating activities Depreciation and amortization 59,473 59,684 Stock based compensation for services 297,706 708,963 Issuance of warrants for interest 6,518 - Extinguishment of debt - ( 50,000 ) Loss on disposal of assets - 369 Changes in operating assets and liabilities Prepaid expenses 3,261 ( 17,998 ) Interest payable - related party 42,297 26,580 Accounts payable ( 4,937 ) ( 20,367 ) Deferred wages and directors fees - related party 548,000 330,470 Net cash used in operating activities ( 543,377 ) ( 1,180,587 ) Cash flows from investing activities Net purchase of property and equipment - ( 282,038 ) Patent and trademark costs ( 19,825 ) ( 12,621 ) Net cash used in investing activities ( 19,825 ) ( 294,659 ) Cash flows from financing activities Proceeds from exercise of warrants and options - 97,250 Proceeds from the issuance of convertible notes - RP 680,000 550,000 Proceeds from the issuance of convertible notes - other 250,000 - Proceeds from issuance of common stock - 677,772 Net cash provided by financing activities 930,000 1,325,022 Net increase (decrease) in cash and cash equivalents 366,798 ( 150,224 ) Cash and cash equivalents at beginning of the period 41,008 211,901 Cash and cash equivalents at end of the period $ 407,806 $ 61,677 The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements. 7 Blue Biofuels, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – ORGANIZATION Blue Biofuels, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc. Since December 2013, Blue Biofuels, Inc. (the “Company”) has been a technology company focused on emerging technologies in renewable energy, biofuels, and lignin. NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any significant revenue since inception and has incurred losses since inception. As of June 30, 2024, the Company has incurred accumulated losses of $ 57,332,475 . The Company expects to incur significant additional losses and liabilities in connection with its start-up and commercialization activities. These factors, among others, raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments related to the recoverability and classifications of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. There are no assurances that the Company will continue as a going concern. Management believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities, and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, or sell additional shares of stock or borrow additional funds. The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 8 Operating results for the six months ended June 30, 2024, may not be indicative of full year 2024 results. In management’s opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of June 30, 2024, and our results of operations, changes in stockholders’ deficit and cash flows for the six months ended June 30, 2024 and 2023. Stock Based 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. Forfeitures are recognized as they occur. 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 instrument. 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. Research and Development The Company expenses all research and development costs as incurred. For the six months ended June 30, 2024, and June 30, 2023, the amounts charged to research and development expenses were $ 899,025 and $ 1,447,276 , respectively. Net Income (Loss) per Common Share : Basic Net income (loss) per share amounts have been calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share has been calculated using the weighted-average number of common shares plus the potentially dilutive effect of securities such as common stock that potentially could be issued upon the conversion of convertible notes or upon the exercise of outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method. Due to net losses, all potential dilutive securities are antidilutive for all periods presented. When net loss is reported, diluted and basic net loss per share amounts are the same as the impact of potential common shares is antidilutive. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. NOTE 4 – PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENT Life June 30, 2024 December 31, 2023 Building and Improvements 15 $ 9,370 $ 9,370 Machinery and Equipment 10 795,606 795,606 Furniture and Fixtures 5 13,596 13,596 Computer Equipment 3 11,825 11,825 Property and Equipment, gross $ 830,397 $ 830,397 Less Accumulated Depreciation ( 302,562 ) ( 243,089 ) Property and Equipment $ 527,835 $ 587,308 Total depreciation expense was $ 59,473 and $ 59,684 for the six months ended June 30, 2024 and June 30, 2023, repectively. 9 NOTE 5 – PATENTS AND TRADEMARKS 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 of $ 274,611 and $ 254,786 as of June 30, 2024 and December 31, 2023, respectively. NOTE 6 – DEBT Convertible Notes Payable – Related Parties During 2023, the Company entered into several convertible note agreements with Chris Kneppers, a director of the Company, that had a combined balance of $460,000 as of December 31, 2023. These notes bore interest at 10% and were convertible into shares of the Company’s comment stock at rates that ranged from $0.13 to $0.25 per share. A portion of the notes were due to be paid or automatically converted in 2024. The remaining were to be paid when the Company completes a capital raise of at least $5.0 million. During the six months ended June 30, 2024, the Company borrowed an additional $680,000 from Mr. Kneppers. These notes were non-interest bearing and were initially due 13 months after issuance. On June 22, 2024, the terms of all of the convertible notes due to Mr. Kneppers were modified. Under the modification, the notes are now payable on the earliest of the date on which the Company (1) uplists to the Nasdaq or NYSE; (2) receives $5 million in equity financing; or (3) begins generating revenue from its first facility. Accrued interest on Mr. Kneppers notes was $35,151 at December 31, 2023. An additional $11,500 was recognized during the three months ended March 31, 2024 and the payable balance is $46,651 at June 30, 2024. In connection with modification of the terms of all of Mr. Kneppers notes, interest stopped accruing on March 31, 2024. In lieu of interest, the Company will pay Mr. Kneppers 100% of the outstanding loan balance due him contingent upon the financing of the first plant. All interest and loan amounts automatically come due upon a change of control of the Company or if the Company files for bankruptcy under Chapter 11 or Chapter 7. 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 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. 10 Legacy Notes Payable – Related Party On May 31, 2019, the Company entered into an agreement with Chris and Pamela Jemapete such that its debt of $100,630 shall be repaid by the Company out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization, which was confirmed by the Court on September 18, 2019. The debt bears no interest. On May 20, 2019, the Company entered into an agreement with Steven Sadaka such that the $100,000 owed to him shall be repaid out of future gross revenues, subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed on September 18, 2019. Between November 30, 2018 and December 14, 2018, the Company entered into agreements to renegotiate various debts owed to founders and related parties. These agreements were subject to the bankruptcy Court’s plan confirmation. The Plan, which was confirmed by the Court on September 18, 2019, indicated that the debt to Mark Koch shall be $240,990; the debt to Animated Family Films $579,942; and the debt to Steven Dunkle, CTWC, & Wellington Asset Holdings $1.5 million. All these notes are to be paid from future profits and discharged to the extent unpaid five years after Plan effective date, which was September 18, 2019. Convertible Notes Payable – Other During the six-months ended June 30, 2024, the Company issued convertible notes to 4 different individuals totaling $250,000. These notes carry no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per share plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 3,125,000 shares and warrants. These are due 13 months after issuance, and automatically convert if not paid. In December 2023, the Company issued a convertible note to one individual for $50,000. This note carries no interest and may be prepaid at anytime, but are convertible, at the option of the lender, into common shares of the Company at 8 cents per shares plus a warrant with a strike price of 10 cents per share and a 5-year expiration for a total of 625,000 shares and warrants. These are due 13 months after issuance and automatically convert if not paid. Legacy Notes Payable – Other On March 19, 2019, the Company entered into an agreement with Lucas Hoppel, such that its combined debt on two notes shall be reduced to $100,000 without interest. The sum shall be repaid by the Company out of 5% of future gross revenues, within 30 days after the end of the first calendar quarter in which the Company has revenue. This agreement was subject to the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019. On March 27, 2019, the Company entered into an agreement with another creditor, such that its debt will be reduced from $32,000 to $20,000 payable out of future gross revenues, upon the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019. On November 30, 2018, the Company entered into an agreement with a third party such that its debt will be reduced to $96,570 to be paid with no interest out of 50% of the future net profits of the Company. The Company’s Plan of reorganization confirmed by the bankruptcy Court on September 18, 2019, stipulated that this debt is discharged to the extent unpaid five years from the date of Plan confirmation, or on September 18, 2024. A summary of all debts indicated in the Notes above is as follows: SCHEDULE OF NOTES PAYABLE Notes Payable June 30, 2024 December 31, 2023 Short Term Convertible Note – Related Party $ - $ 350,000 Short Term Convertible Notes — Other 300,000 - Long Term Convertible Notes — Other - 50,000 Long Term Convertible Notes Payable – Related Party 1,330,000 300,000 Long Term Notes Payable from future revenue — Related Party 200,630 200,630 Long Term Notes Payable from future revenue — Other 120,000 120,000 Long-Term Notes Payable expiring on September 18, 2024 — Related Party 2,320,932 2,320,932 Long Term Notes Payable expiring on September 18, 2024 — Other 96,570 96,570 TOTAL NOTES $ 4,368,132 $ 3,438,132 Of the $4,368,132 payable as of June 30, 2024, none is payable in cash at a specific point in time. $1,330,000 is due only after achieving certain milestones. $320,630 is due out of future revenue with no specific due date. $2,417,502 will be discharged if not paid by September 18, 2024, which is 5 years after the Company exited bankruptcy. And $300,000 of short-term notes due to unrelated parties automatically converts into equity if not repaid within 13 months of issue. At June 30, 2024, $490,000 in convertible notes that, if converted, would convert into 5,211,538 shares and 3,750,000 warrants. 11 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 June 30, 2024, the Company had 302,865,508 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 six months ended June 30, 2024 and 2023, the Company issued an aggregate of 114,545 and 174,194 shares, respectively, of its common stock for services valued at $ 10,094 and $ 29,300 , respectively. Warrants : At December 31, 2023, 24,015,976 warrants were outstanding. During the six-month period ended June 30, 2024 and 2023, 127,500 and 314,000 warrants were issued for services and, in the 2024 period, 100,000 for interest. Using a Black-Scholes asset pricing model, these warrants had a total value of $ 15,106 and $ 42,634 , respectively . In addition, 1,236,938 warrants expired and 350,000 cancelled in the six-month period ended June 30, 2024. Remaining warrants outstanding are 22,656,538 , have a weighted average exercise price of $ 0.22 , and a weighted average remaining term of 3.0 years . Stock Options: During the six-month period ended June 30, 2024 and 2023, the Company recognized $ 309,015 and $ 637,029 of stock based compensation, respectively, in connection with stock options issued in prior periods. A portion of the of the expense recognized during the 2024 period was a result of modifications to outstanding stock options to reduce exercise prices. As of the end of June 30, 2024, the total number of options outstanding and vested is 61,430,000 and 30,980,000 , respectively. The weighted average exercise price of outstanding and vested options is $ 0.12 and $ 0.12 , respectively. The weighted average remaining life of outstanding and vested options is 6.7 years and 5.9 years, respectively. At June 30, 2024, outstanding options had an intrinsic value of $ 42,000 . The stock compensation associated with warrants and options issued or modified during the six months ended June 30, 2024, were valued on the date of issuance or modification. The following assumptions were used in calculations of the Black-Scholes option pricing models for warrant- and option-based stock compensation in the six months ended June 30, 2024: SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION 1/2/24 1/8/24 3/28/24 4/25/24 4/26/24 Risk-free interest rate 3.93 % 4.01 % 4.20 % 4.70 % 4.68 % Expected life 5 years 5 years 5 years 5 years 5 years Expected dividends 0 % 0 % 0 % 0 % 0 % Expected volatility 91.92 % 92.01 % 89.73 % 113.65 % 113.72 % BIOF common stock fair value $ 0.083 $ 0.095 $ 0.105 $ 0.095 $ 0.086 5/24/24 Risk-free interest rate 4.49 % Expected life 7 years Expected dividends 0 % Expected volatility 113.10 % BIOF common stock fair value $ 0.061 At June 30, 2024, remaining compensation to be recognized future vesting of stock options is approximately $ 4.0 million of which approximately $0.1 million will vest over the next 0.6 years and approximately $3.9 million will vest upon the probability of achieving performance milestone criteria NOTE 8 - COMMITMENTS AND CONTINGENCIES Litigation The Company is subject, from time to time, to litigation, claims and suits arising in the ordinary course of business. The Company is not in any litigation at this time. Leases The Company currently leases office and laboratory space in Palm Beach Gardens, FL, that is classified as operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Company’s consolidated balance sheet. Rent expense for the six months ending June 30, 2024, and 2023, were $ 108,168 and $ 108,893 , respectively. At June 30, 2024, future minimum lease payments due under existing leases are $ 35,346 which will be paid in the remainder of 2024. 12 NOTE 9 – RELATED PARTY TRANSACTIONS Related Party Transactions Related Party transactions with the Company are as follows: 1) Short-term notes payable, convertible notes, and legacy liabilities issued to related parties are described in NOTE 6. 2) A board resolution was passed on February 13, 2020, that pledged the patents and pending patents to secure the back pay claims of Ben Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management to build the Company while they receive less than full salaries. 3) During the six-month period ended June 30, 2024, the board approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light of the fact that they are again accruing unpaid salaries. CEO Ben Slager is to receive $ 525,000 and CFO Anthony Santelli $ 325,000 .The impact of the increase is included in net loss during the six month period ended June 30, 2024. 4) In June 2024, the board approved a partial anti-dilution compensation for CEO Ben Slager, CFO Anthony Santelli, and Director Chris Kneppers, to be paid in restricted stock units and options of 4 %, 3 %, and 3 %, respectively, of the equity and warrants granted to investors on the next $ 50 million in equity raised into the Company or its subsidiaries. This is compensation for their deferring salary or lending funds to the Company until such raise(s) is affected. These restricted share units will be issued as the Company raises capital through sale of its common stock. 5) As of 4/1/2024, interest is no longer accruing on back pay and directors fees. In lieu of interest, the Company will pay an additional $ 25,000 to each director contingent upon the financing of the first plant or the successful uplisting to the NYSE or Nasdaq. Similarly, a performance bonus equal to 100 % of the outstanding back pay balance due to Officers Ben Slager and Anthony Santelli shall be paid contingent upon the financing of the first plant. These amounts automatically come due upon a Change of Control or if the Company files for bankruptcy under Chapter 11 or Chapter 7. 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 July 1, 2024, to the date of this filing, the Company issued 312,500 shares and 312,500 warrants for the conversion of a $ 25,000 Note to an unrelated party. The warrants have a 5 -year life from the date of investment and a strike price of $ 0.10 per share. The Company issued 50,000 warrants for interest to a related party. The warrants have a 5 -year life from the date of issuance and a strike price of $ 0.15 per share. They have a fair value of $ 3,431 . 13 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements This quarterly report contains forward-looking statements and information relating to the Company that are based on the beliefs of its management as well as assumptions made by, and information currently available to, its management. When used in this report, the words “believe,” “anticipate,” “expect,” “estimate,” “intend”, “plan” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that the Company desires to effect; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks”; and other risks and uncertainties. Some of those risks and uncertainties include the risk factors set forth in this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this financial statement identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the foregoing cautionary statement. Business Overview Blue Biofuels, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc. Since December 2013, Blue Biofuels, Inc. (the “Company”) has been a technology company focused on emerging technologies in renewable energy, biofuels, and lignin. In early 2018, the Company’s chief executive officer (“CEO”) Ben Slager invented a new reactor technology with a higher yield and a continuous throughput in the Cellulose-to-Sugar process, or CTS, and the Company filed a process patent application for this technology. Mr. Slager has since further developed the system with the technical staff of the Company. The CTS patent was awarded in 2021 in the United States (U.S. Patent No. 10,994,255) and has subsequently been granted in Japan, Canada and El Salvador. The Company also filed this patent in other major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China, the African Regional Intellectual Property Organization, and the Russian Federation. The patent applications are currently pending in all of these international jurisdictions. In addition to this patent, the Company has received one additional patent in the United States (U.S. Patent No. 11,484,858B2), for which it has also applied in all the above-mentioned jurisdictions. Further, the company has filed for 6 other patents in the United States which are currently pending. 14 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 patented Vertimass Process that is a single-step process that converts ethanol into sustainable aviation fuel (SAF) and other renewable biofuels including bio-gasoline. The license agreement with Vertimass is the subject to a confidentiality agreement between the parties. Plan of Operation In January 2024, the Company formed a 50-50 joint venture partnership with Vertimass called VertiBlue Fuels, LLC, that has the mission to build an ethanol-to-SAF facility in Florida with the initial goal to produce around 10 million gallons of Sustainable Aviation Fuel (SAF), and then expand SAF production to approximately 70 million gallon per year. VertiBlue Fuels plans to initially convert sugarcane ethanol, and then, when the Company’s CTS technology is fully commercialized, to build commercial CTS and ethanol facilities on the front-end to produce cellulosic SAF and generate the large D7 RIN and other government credits. The joint venture agreement requires that each party contribute $50,000 which has not yet been contributed by either party. In any event, commencing commercial production will require project financing. The total process from cellulosic feedstock to SAF consists basically of three steps: 1) Conversion from feedstock to fermentable cellulosic sugars (CTS) 2) Ferment the cellulosic sugars into cellulosic ethanol. 3) Covert the ethanol into SAF and related products. This third step happens with the Vertimass technology which the Company has licensed. 15 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 $3.40 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $0.67. 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. 16 Capital Formation From January 1, 2024, through the date of filing, the Company issued an aggregate of 114,545 shares of its common stock for services valued at $10,094. From January 1, 2024, through the date of filing, the Company issued an aggregate of 127,500 warrants for services valued at $8,588 and 150,000 warrants for interest valued at $9,949. From January 1, 2024, through the date of filing, 2,925,000 previously issued options vested. During the six months ended June 30, 2024, the Company recognized additional stock-based compensation of $146,509 in connection with modification of the exercise price of 7,475,000 vested options. From January 1, 2024, through the date of filing, 1,586,938 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 June 30, 2024, the Company had a working capital deficit of $1,549,579 and had incurred accumulated losses of $57,332,475 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 six month period ended June 30, 2024 to June 30, 2023 For the three and six months ended June 30, 2024, the Company recognized $0 in revenue as opposed to $0 in 2023. For the three months ended June 30, 2024, the Company’s general and administrative expenses decreased by $105,569 to $249,755 from $355,324 in 2023. This decrease is primarily the result of a $28,781 stock-based compensation expense in 2024 versus $84,684 in 2023, and professional fees declining to $17,154 in 2024 from $74,244 in 2023. For the six months ended June 30, 2024, the Company’s general and administrative expenses decreased by $179,433 to $545,736 from $725,169 in 2023. This decrease is primarily the result of $45,721 stock-based compensation expense in 2024 versus $169,382 in 2023, and professional fees declining to $78,094 in 2024 from $129,771 in 2023. Interest expense decreased in the quarter ended June 30, 2024 by $28,482 to $7,679 from $36,160 in 2023. Interest expense increased in the six-month period ended June 30, 2024 by $5,459 to $50,934 from $45,474. Research and development (R&D) costs for the quarter ended June 30, 2024, were $291,389, a decrease of $471,325 from $762,714 in 2023. The decrease in R&D expenses is primarily the result of bonuses of $0 in 2024 versus $261,655 in 2023, and equity-based compensation of $985 in 2024 versus $161,048 in 2023. Research and development (R&D) costs for the six months ended June 30, 2024 were $899,025, a decrease of $548,251 from $1,447,276 in 2023. The decrease in R&D expenses is primarily the result of a decrease in bonuses to $0 from $276,930 in 2023, and equity-based compensation of $263,293 from $467,646 in 2023. 17 Liquidity and Capital Resources Liquidity As of June 30, 2024, the Company had $407,806 in cash, and total stockholders’ equity on June 30, 2024, was negative $4,752,553. As of December 31, 2023, the Company had $41,008 in cash, and total stockholders’ deficit at December 31, 2023, was $3,561,082. Total debt, including convertible notes, accounts payable and other notes payable at June 30, 2024, together with interest payable thereon and legacy liabilities, was $6,058,006 an increase of $1,466,705 from December 31, 2023, where it stood at $4,591,301. This increase is primarily attributable to new convertible notes due and deferred wages to related parties. $2,738,132 of the remaining debt has been renegotiated to be payable out of future revenue or out of future profits and otherwise does not come due. During the six months ended June 30, 2024, the Company’s net cash used in operating activities decreased by $637,210 to $543,377 from $1,180,587 in the six months ending June 30, 2023. This is primarily attributed to the increase in accounts payable and accrued liabilities of $237,412 to $543,377 in 2024 versus $308,070 in 2023 as well as a reduction in overall expenses attributed to the completion of the pilot plant in the first half of 2023 versus its testing in 2024. During the six months ended June 30, 2024, the Company’s investing activities used $19,825 in cash, as compared to $294,659 in the first six 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 six months ended June 30, 2024, the Company generated an aggregate of $930,000 through its financing activities versus $1,325,022 in the six months ended June 30, 2023, which is a decrease of $395,022. This decrease from the prior year can primarily be attributed to net proceeds of $677,772 for the issuance of common stock in 2023 and $97,250 from the exercise of warrants and options, versus $0 for both in 2024, partially offset by an increase of $380,000 in the issuance of Convertible Notes in 2024 to $930,000 versus $550,000 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 $930,000 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 $700,000 in debt or convertible notes since inception. However, there is no guarantee that the company will be able to raise any additional capital on terms acceptable to the Company. The inability to obtain this funding either in the near term and/or longer term will materially affect the ability of the Company to implement its business plan of operations and jeopardize the viability of the Company. In that case, the Company may need to reevaluate and revise its operations. Equity As of June 30, 2024, shareholders’ deficit was $4,752,553. There were 302,865,508 shares of common stock issued and outstanding as of June 30, 2024. There were no preferred shares outstanding. The Company has paid no dividends. 18 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 June 30, 2024. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were effective. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 19 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 Tito Sanchez 04/25/24 Common Stock 62,045 Professional Services Steven Sadaka 07/01/24 Common Stock 312,500 Note Conversion 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. 20 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, 2012) 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) 21 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 August 8, 2024 By /s/ Anthony Santelli Anthony Santelli Chief Financial Officer (Principal Financial and Accounting Officer) Date August 8, 2024 22