What changed in this filing

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Item 9A. Controls and Procedures

2025-03-19 compared with 2024-03-26 · 311 added, 247 removed, 344 unchanged (62% of the section changed)

11 unchanged sentences

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.

officer determined that our disclosure controls and procedures were effective.

Annual Report on Internal Controls over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally

accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the

Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December

31, 2023 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”).

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

In its assessment of the effectiveness of internal control over financial reporting as of December 31,

2023, the Company determined that there were no control deficiencies that constituted material weaknesses.

The Company has an independent

financial expert on its Audit Committee and an Audit Committee consisting entirely of independent directors;

the Company backs up all

financial data and material agreements in the cloud so that in the event of theft, misplacement, or loss due to fire or other unmitigated

factors, the Company should still retain all of its material financial data and agreements.

a result, management has concluded that the Company maintains effective internal control over financial reporting as of December 31,

2023, based on criteria established in Internal Control—Integrated Framework issued by COSO.

weaknesses in our disclosure controls and procedures may be identified in the future.

Should we discover such conditions, we intend to

remediate them as soon as practicable.

We are committed to taking appropriate steps for remediation, as needed.

internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective

can provide only reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally

accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations

of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of our assets that could have a material effect on the financial statements.

conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the December 31, 2024, based on

the framework set forth in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

Based on its evaluation under this framework, management concluded that our internal control over financial reporting

was effective as of the Evaluation Date.

in Internal Control Over Financial Reporting.

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.

The Company has an independent financial expert

on its Audit Committee, and the Company now backs up all financial data and material agreements in the cloud so that in the event of

theft, misplacement, or loss due to fire or other unmitigated factors, the Company should still retain all of its material financial

data and agreements.

In addition, the Company now has multiple persons reviewing and reconciling the bank account and our financial data.

annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting

firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially

affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

– DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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following table sets forth information with respect to the Company’s directors and executive officers.

Executive Officer and Chairman

Position and Offices

Benjamin Slager

Chief Executive Officer and Chairman

Anthony Santelli

Chief Financial

Officer and Director

Chief Financial Officer and Director

Director and Secretary

Chris Kneppers

Slager became a director in October 2016, the Chief Technology Officer on April 1, 2017, the CEO on July 6, 2018, and Chairman on

February 26, 2019.

Slager is a seasoned business professional with significant experience in corporate finance, venture capital,

and entrepreneurship.

Slager became a director in October 2016, the Chief Technology Officer on April 1, 2017, the Chief Executive Officer on July 6, 2018,

and Chairman on February 26, 2019.

Slager is a seasoned business professional with significant experience in corporate finance, venture

capital, and entrepreneurship.

He has a proven record in founding, developing and selling high tech companies.

He is the inventor of the patented

CTS technology.

He is the inventor of

the patented CTS technology.

Slager began his career in 1987 as a financial analyst with a venture capital firm, NesBic Holding BV, in Utrecht, the Netherlands.

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Santelli II became a director on May 4, 2018, the Chair of the Audit Committee on May 11, 2018, until 2020, the Chief Operating Officer

on October 20, 2018, and the CFO on February 1, 2020.

His financial expertise along with his experience restructuring and building companies

is the reason he was selected to be a board member and senior executive.

Santelli served as a money manager for 20 years as the Founder

and Chief Executive Officer of AES Capital, a hybrid venture capital-hedge fund management company.

Santelli is an entrepreneur who

has started, helped finance, or turnaround, various private companies and micro-cap publicly traded companies concentrating in the mining,

energy and alternative energy fields.

He has served in senior management and board positions at various private and micro-cap companies,

although he has not served on the board of any other public company in the past five years.

He previously was employed by Andersen Consulting,

now known as Accenture, rising to the level of a Senior Management Systems Consultant before going to graduate school.

on October 20, 2018, and the Chief Financial Officer on February 1, 2020.

His financial expertise along with his experience restructuring

and building companies is the reason he was selected to be a board member and senior executive.

Santelli served as a money manager

for 20 years as the Founder and Chief Executive Officer of AES Capital, a hybrid venture capital-hedge fund management company.

is an entrepreneur who has started, helped finance, or turnaround, various private companies and micro-cap publicly traded companies

concentrating in the mining, energy and alternative energy fields.

He has served in senior management and board positions at various

private and micro-cap companies, although he has not served on the board of any other public company in the past five years.

He previously

was employed by Andersen Consulting, now known as Accenture, rising to the level of a Senior Management Systems Consultant before going

to graduate school.

Santelli received his M.A.

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a required form.

of late reports

of transactions not reported timely

Number of late reports

Number of transactions not reported timely

George Bolton

Company’s board of directors has adopted a code of ethics that its officers, directors and any person who may perform similar functions

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The Company seeks to achieve three objectives, which serve as guidelines in making compensation

a total compensation package which is competitive and therefore enables it to attract and retain, high-caliber executive personnel;

compensation programs with its short-term and long-term strategic plan and business objectives;

achievement of business objectives and enhancement of stockholder value by providing executive management log-term incentive through

equity ownership.

Providing a total compensation

package which is competitive and therefore enables it to attract and retain, high-caliber executive personnel;

Integrating compensation

programs with its short-term and long-term strategic plan and business objectives;

Encouraging achievement

of business objectives and enhancement of stockholder value by providing executive management long-term incentive through equity ownership.

Company may compensate its officers with cash compensation, common stock and common stock options.

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Various bonuses are offered based on performance and may be accrued, at his discretion, if the Company doesn’t have the funds to

He has not received any salary or bonuses due since Q3 2023.

Unpaid salaries are accruing interest at the rate of 10% per annum.

In February 2024, his salary was increased due to inflation and higher cost of living to $525,000, all of it being accrued and unpaid,

at his discretion, which is expected to be paid when the Company raises significant capital to fund its future.

His employment contract

indicates that he must be given 6-months’ notice of termination, and shall receive a severance package of one-month’s pay

in addition to the 6-months’ notice, or 3 months’ salary if he dies.

If there is a change of control, all his options shall

He has received only partial salary and no bonuses due since Q3 2023.

In February 2024, his salary was increased due to inflation

and higher cost of living to $525,000, most of it being accrued and unpaid, at his discretion, which is expected to be paid when the

Company raises significant capital to fund its future.

His employment contract indicates that he must be given 6-months’ notice

of termination, and shall receive a severance package of one-month’s pay in addition to the 6-months’ notice, or 3 months’

salary if he dies.

If there is a change of control, all his options shall vest.

of December 31, 2024, Ben Slager is owed $839,738 in back pay and accrued bonuses, along with interest of $18,013.

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doesn’t have the funds to pay them.

He has not received any salary or bonuses due since Q3 2023.

Unpaid salaries are accruing interest

at the rate of 10% per annum.

In February 2024, his salary was increased due to inflation and higher cost of living to $325,000, all

of it being accrued and unpaid, at his discretion, which is expected to be paid when the Company raises significant capital to fund its

In addition, the CFO must be given 6-months’ notice of termination and shall receive a severance package of one-month’s

pay in addition to the 6-months’ notice, or 3 months’ salary if he dies.

If there is a change of control, all his options

He has received only partial salary and no bonuses due since Q3 2023.

In February 2024, his

salary was increased due to inflation and higher cost of living to $325,000, most of it being accrued and unpaid, at his discretion,

which is expected to be paid when the Company raises significant capital to fund its future.

In addition, the CFO must be given 6-months’

notice of termination and shall receive a severance package of one-month’s pay in addition to the 6-months’ notice, or 3

months’ salary if he dies.

If there is a change of control, all his options shall vest.

of December 31, 2024, Anthony Santelli is owed $582,189 in back pay and accrued bonuses, along with interest of $72,205.

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$72,670, primarily dating from 2018, prior to when Dr.

Santelli became COO, plus interest of $18,419.

Santelli became an officer of the Company, plus interest of $20,235.

the year ended December 31, 2024, none of our directors or executive officers adopted , modified or terminated a “Rule 10b5-1 trading

arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

following tables set forth the compensation paid by the Company to its officers and directors for the fiscal years ended December 31,

6 unchanged sentences

awarded to or paid to its named executive officers.

Incentive Plans

Non-Qualified

Deferred Comp on Earnings

Anthony Santelli

note 3 to the audited financial statements included in this prospectus for assumptions used in valuation.

Principal Position

Option Awards (1)

Non-Equity Incentive Plans

Non-Qualified Deferred Comp on Earnings

Other (back pay)

Benjamin Slager

Anthony Santelli II

note 7 to the audited financial statements included in this filing for assumptions used in valuation.

EQUITY AWARDS

of Plan-Based Awards

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Unearned Options (#)

of Securities Underlying Unexercised Options (#) Unexercisable (1)

Exercise Price ($)

Expiration Date

Slager, CEO Chairman

Anthony Santelli,

Ben Slager, CEO

Anthony Santelli,

Ben Slager, CEO

Santelli, CFO Director

Unexercisable (1)

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

Ben Slager, CEO Chairman

Anthony Santelli, CFO Director

Issued to Management

of Plan-Based Awards

of Securities Underlying Unexercised Warrants (#) Exercisable

of Securities Underlying Unexercised Warrants (#) Unexercisable (1)

Exercise Price ($)

Unexercisable (1)

Expiration Date

of December 31, 2023.

As of December 31, 2024.

Equity Awards at Fiscal Year End

March 2023, the company’s Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company’s

common stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if

and when the company is uplisted to the Nasdaq or NYSE.

December 2024, the Company’s Chief Executive Officer Ben Slager received 826,446 fully vested incentive stock options to purchase

shares of the Company’s common stock and 826,446 incentive stock options that vest in 2025 under the Company’s 2021 Employee

Director Stock Plan at an exercise price of 12.1 cents per share.

Using a Black-Scholes option pricing model, these were valued at $144,818.

In January 2021, the company’s Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company’s

In December 2024, he also received 2,173,554 fully vested non-qualified stock options and 2,173,554 non-qualified stock options that

vest in 2025.

These were valued at $447,104.

He also received 4,493,450 unvested non-qualified stock options that vest conditionally

upon the commencement of production or upon the stock listing on a major exchange.

These were valued at $462,367.

In March 2023, the

company’s Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company’s common

stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if and when

the company is uplisted to the Nasdaq or NYSE.

Using a Black-Scholes option pricing model, these were valued at $1,015,146.

2021, the company’s Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company’s

common stock at an exercise price of 15 cents per share that vested January 1, 2022.

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price of 10 cents per share, half that vested immediately, and half that vest upon the commercialization of the CTS process.

Black-Scholes asset pricing model, the vested options were valued at $414,850.

March 2023, the company’s Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the Company’s

common stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if

and when the company is uplisted to the Nasdaq or NYSE.

Black-Scholes pricing model, the vested options were valued at $414,850.

December 2024, the Company’s Chief Financial Officer Anthony Santelli received 826,446 fully vested incentive stock options to

purchase shares of the Company’s common stock and 826,446 incentive stock options that vest in 2025 under the Company’s 2021

Employee Director Stock Plan at an exercise price of 12.1 cents per share.

Using a Black-Scholes option pricing model, these were valued

In December 2024, he also received 1,173,554 fully vested non-qualified stock options and 1,173,554 non-qualified stock

options that vest in 2025.

These were valued at $241,402.

He also received 3,279,476 unvested non-qualified stock options that vest conditionally

upon the commencement of production or upon the stock listing on a major exchange.

These were valued at $337,452.

In March 2023, the

company’s Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the Company’s common

stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if and when

the company is uplisted to the Nasdaq or NYSE.

Using a Black-Scholes option pricing model, these were valued at $676,764.

January 2021, the company’s Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the

Company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 15 cents per share that

vested on January 1, 2022.

2021, the company’s Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the Company’s

common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 15 cents per share that vested on January

Using a Black-Scholes option pricing model, these were valued at $495,532.

In the year ended December 31,

2020, the Company’s Chief Financial Officer received options to purchase up to 10,000,000 shares of the company’s common

stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 10 cents per share, half that vested immediately,

and half that vest upon the commercialization of the CTS process.

Using a Black-Scholes asset pricing model, the vested options were

valued at $414,850.

In the year ended December 31, 2020, the Company’s

Chief Financial Officer received options to purchase up to 10,000,000 shares of the company’s common stock under the Company’s

2012 Employee Director Stock Plan at an exercise price of 10 cents per share, half that vested immediately, and half that vest upon the

commercialization of the CTS process.

Using a Black-Scholes pricing model, the vested options were valued at $414,850.

Versus Performance Disclosure Table

of Initial Fixed $100 Investment Based on:

Compensation on Table Total for PEO

Actually Paid to PEO (1)

Summary Compensation on Table Total for Non-PEO NEOs

Compensation Actually Paid to Non-PEO NEOs (2)

Shareholder Return

Shareholder Return of Peer Group

figures due to cancellation of previously issued vested options.

gains due to wiping out debt in Chapter 11.

Value of Initial Fixed $100 Investment Based on:

Summary Compensation on Table Total for PEO

Compensation Actually Paid to PEO

Average Summary Compensation on Table Total for Non-PEO NEOs

Average Compensation Actually Paid to Non-PEO NEOs

Total Shareholder Return

Total Shareholder Return of Peer Group

$ (1,418,981 )

$ (3,055,194 )

$ (3,960,183 )

$ (2,139,310 )

$ (2,181,127 )

Narrative Disclosures

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A resolution dated February 27, 2023, granted each board member 500,000 options that vest when the Company uplists to a major exchange.

following table sets forth compensation we paid to our non-officer directors during the year ended December 31, 2023:

Earned or Paid in Cash ($)

Awards ($) (1)

Other Compensation (S)

following table sets forth compensation we paid to our non-officer directors during the years ended December 31, 2024 and 2023:

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($) (1)

All Other Compensation (S)

Chris Kneppers

See note 3 to the audited financial statements included in this prospectus for assumptions used in valuation.

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($) (1)

All Other Compensation (S)

Chris Kneppers

See note 7 to the audited financial statements included in this filing for assumptions used in valuation.

– SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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with respect to the shares indicated.

of Shares (2)

3710 Buckeye Street,

Palm Beach Gardens,

Anthony Santelli,

3710 Buckeye Street,

Palm Beach Gardens,

3710 Buckeye Street,

Palm Beach Gardens,

3710 Buckeye Street,

Palm Beach Gardens,

Name and Address

No of Shares (2)

Benjamin Slager (3)

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

Anthony Santelli, II (4)

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

Peter Zimeri (7)

3710 Buckeye Street,

Palm Beach Gardens,

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

Edmund Burke (8)

3710 Buckeye Street,

Palm Beach Gardens,

Chris and Angela

3710 Buckeye Street,

Palm Beach Gardens,

All officers and

directors as a group (seven persons)

percentages in this table are based upon 302,750,963 shares of common stock issued and outstanding as of December 31, 2023, and assumes

the persons vested options and warrants are exercised but none other.

ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment

power with respect to the shares.

Shares of Common Stock subject to options or warrants currently exercisable or exercisable within

60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding

for computing the percentage of any other person.

500,000 exercisable warrants obtained as part of a private placement in the Company;

15,000,000 shares owned by the Benjamin Slager

2021 Irrevocable Trust;

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

Chris and Angela Kneppers (9)

3710 Buckeye Street, Suite 120

Palm Beach Gardens, FL 33410

All officers and directors as a group (seven persons)

The percentages in this

table are based upon 307,960,508 shares of common stock issued and outstanding as of December 31, 2024, and assumes the person’s

vested options and warrants are exercised but none other.

Beneficial ownership is

determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect

to the shares.

Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed

outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing

the percentage of any other person.

Includes 500,000 exercisable

warrants obtained as part of a private placement in the Company;

15,000,000 shares owned by the Benjamin Slager 2021 Irrevocable

and shares underlying 16,940,000 fully vested and exercisable employee options owned by Benjamin Slager.

Benjamin Slager also has 5,000,000 additional employee options awarded that will vest with the commercialization of the CTS system,

unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately.

He has also been

granted 6,000,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

23,366,803 shares, 260,136 fully vested and exercisable warrants, and 9,000,000 vested and exercisable employee options owned by

Anthony Santelli, II;

Benjamin Slager also

has 15,493,450 additional employee options awarded that will vest upon the sooner of revenue generation from a production facility

or the uplisting to the Nasdaq or NYSE, unless the company enters into a merger or purchase agreement, at which time all options

shall vest immediately.

Includes 23,366,803 shares,

125,000 fully vested and exercisable warrants, and 13,000,000 vested and exercisable employee options owned by Anthony Santelli,

3,476,775 shares and 600,000 fully vested and exercisable warrants owned by AES Capital Partners, LP;

shares and 3,625,000 fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two entities controlled by

Anthony Santelli, II.

Anthony Santelli also has 5,000,000 additional employee options awarded that will vest with the commercialization

of the CTS system, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately.

He has also been granted 4,000,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

Sills also has 1 million options that vest upon obtaining an offtake agreement;

and 500,000 options that will vest if the Company

uplists to the Nasdaq or NYSE.

500,000 fully vested and exercisable options.

8,026,177 shares and 3,625,000

fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two entities controlled by Anthony Santelli, II.

Anthony Santelli also has 12,279,476 additional employee options awarded that will vest upon the sooner of revenue generation from

a production facility or the uplisting to the Nasdaq or NYSE, unless the company enters into a merger or purchase agreement, at which

time all options shall vest immediately.

Charles Sills also has

1,579,167 options that vest upon obtaining an offtake agreement;

and 789,583 options that will vest if the Company uplists to the

Nasdaq or NYSE.

Includes 900,000 fully

vested and exercisable options.

George Bolton also has 331,667 options that vest over time;

1 million options that

vest upon obtaining an offtake agreement;

1,579,167 options that vest upon obtaining

an offtake agreement;

and 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

100,000 fully vested and exercisable options.

Peter Zimeri also has 500,000 options that will vest if the Company uplists to the

Nasdaq or NYSE.

Burke also has 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

19,517,937 shares owned communally, and 2,333,333 fully vested and exercisable warrants.

Chris Kneppers also has 500,000 options

that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 100,000 fully

vested and exercisable options.

Peter Zimeri also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 360,000 warrants.

Edmund Burke also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

Includes 19,517,937 shares

owned communally, and 2,333,333 fully vested and exercisable warrants.

Chris Kneppers also has 789,583 options that will vest if

the Company uplists to the Nasdaq or NYSE.

Company is not aware of any person who owns of record, or is known to own beneficially, five percent (5%) or more of the outstanding

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– CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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 continue to be owed back pay.

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

Short-term notes payable,

convertible notes, and legacy liabilities issued to related parties are described in NOTE 6 to the financial statements included

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.

During 2024, the board

of directors approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light of the fact

that they are not receiving payments of salaries on a consistent basis.

CEO Ben Slager is to receive annual salary of $525,000 and

CFO Anthony Santelli $325,000.

In June 2024, the board

of directors 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 stock options of 4%, 3%, and 3%, respectively, of the equity and warrants sold 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.

As of the end of 2024, Ben Slager is to be issued 88,800 RSUs and options with a 15 cent exercise

price and expiring on November 14, 2029, and both Anthony Santelli and Chris Kneppers are each to be issued 66,600 RSUs and 66,600

These remain payable as of December 31, 2024.

As of April 1, 2024, the

board of directors approved ceasing accruing interest on back pay due to officers and on 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.

As of August 28, 2024,

each Director that is not an Officer shall receive 3.5% in cash and 3.5% in warrants for any investor first introduced to the Company

by the Director.

The warrants shall either be at the same price as any warrants being offered in the raise, or, if there are no warrants

in the raise, then at the closing market price on the date in which the funds are received.

All warrants will have a 5-year expiration

from the date of the investment.

No such cash/warrants were earned in 2024.

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

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– PRINCIPAL ACCOUNTANT FEES AND SERVICES.

aggregate fees billed by the Company’s auditors, BF Borgers CPA PC for professional services rendered for the audit of its annual

financial statements for fiscal year ended December 31, 2023, and review its interim financial statements for the second and third quarters

aggregate fees billed by the Company’s auditors, Assure, CPA for professional services rendered for the audit of its annual financial

statements for fiscal year ended December 31, 2023, and review its interim financial statements for the first, second and third quarters

of 2024 are approximately $59,479.

In 2022, and Q1 2023, the Company had a different auditor, Prager Metis CPA, LLC, that charged approximately

$51,000 for the audit of its 2022 financial statements and review of its first, second and third quarter of 2022, and an additional $8,500

the past fiscal year, no fees were billed or incurred for assurance or related services by the Company’s auditors that were reasonably

8 unchanged sentences

For the fiscal year ending December 31, 2024, the Company’s full

board approved of the audit arrangement with BF Borgers CPA P.C.

Board of directors pre-approval of audit and non-audit services will

not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the

Company’s board of directors regarding its engagement of the independent auditor, provided the policies and procedures are detailed

as to the particular service, its board of directors is informed of each service provided, and such policies and procedures do not include

delegation of its board of directors’ responsibilities under the Exchange Act to its management.

The Company’s board of directors

may delegate to one or more designated members of its board of directors the authority to grant pre-approvals, provided such approvals

are presented to the board of directors at a subsequent meeting.

If the board of directors elects to establish pre-approval policies

and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent

Board of Directors pre-approval of non-audit services, other than review and attest services, also will not be required if such

services fall within available exceptions established by the SEC.

For the fiscal year ending December 31, 2023, 100% of audit-related

services, tax services and other services performed by the Company’s independent auditors were pre-approved by its board of directors.

board approved of the audit arrangement with Assure, CPA.

Board of directors pre-approval of audit and non-audit services will not be

required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Company’s

board of directors regarding its engagement of the independent auditor, provided the policies and procedures are detailed as to the particular

service, its board of directors is informed of each service provided, and such policies and procedures do not include delegation of its

board of directors’ responsibilities under the Exchange Act to its management.

The Company’s board of directors may delegate

to one or more designated members of its board of directors the authority to grant pre-approvals, provided such approvals are presented

to the board of directors at a subsequent meeting.

If the board of directors elects to establish pre-approval policies and procedures

regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor.

Board of Directors pre-approval of non-audit services, other than review and attest services, also will not be required if such services

fall within available exceptions established by the SEC.

For the fiscal year ending December 31, 2023, 100% of audit-related services,

tax services and other services performed by the Company’s independent auditors were pre-approved by its board of directors.

Company’s board has considered whether the services described above under the caption “All Other Fees”, which are currently

6 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

Balance Sheets as of December 31, 2024 and December 31, 2023

Statements of Operations for the years ended December 31, 2024 and December 31, 2023

Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2023 and December 31, 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022

Notes to the Consolidated Financial Statements

Statements of Changes in Stockholder’s Equity for the years ended December 31, 2024 and December 31, 2023

Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023

Notes to the Financial Statements

FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

Identification

of Incorporation (incorporated by reference to the Company’s S-1 filed May 23, 2012)

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)

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)

of Amendment to Articles of Incorporation filed July 26, 2021 (incorporated by reference to the Company’s 8-K filed on July

(incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

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)

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

Articles of Incorporation (incorporated by reference to the Company’s S-1 filed May 23, 2012)

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)

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)

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)

Bylaws (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

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)

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

2021 Employee, Director Stock Plan (incorporated by reference to definitive 14C filed with the SEC on June 24, 2021)

Code of Ethics (incorporated by reference to the Company’s 2023 Form 10K filed on March 31, 2023)

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension

Schema Document

Inline XBRL Taxonomy Extension

Calculation Linkbase Document

Inline XBRL Taxonomy Extension

Definition Linkbase Document

Inline XBRL Taxonomy Extension

Label Linkbase Document

Inline XBRL Taxonomy Extension

Presentation Linkbase Document

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

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.

Biofuels, Inc.

Blue Biofuels, Inc.

Benjamin Slager

Executive Officer, (Principal Executive Officer)

Benjamin Slager

Chief Executive Officer, (Principal Executive Officer)

March 19, 2025

Anthony Santelli

Financial Officer (Principal Financial and Accounting Officer)

Chief Financial Officer (Principal Financial and Accounting

March 19, 2025

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the

1 unchanged sentence

Benjamin Slager

Executive Officer, (Principal Executive Officer)

Anthony Santelli II

Financial Officer (Principal Financial and Accounting Officer)

Benjamin Slager

Chief Executive Officer, (Principal Executive Officer)

March 19, 2025

Anthony Santelli

Chief Financial Officer (Principal Financial and Accounting

March 19, 2025

Chris Kneppers

March 19, 2025

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

What changed 10-K

Item 9A. Controls and Procedures