Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 30, 2023

Commission File Number: 000-54942

BLUE BIOFUELS, INC.

(Exact name of small Business Issuer as specified in its charter)

Nevada		45-4944960
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL		33410
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 607-3555

n/a

Former name or former address if changed since last report

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock par value $0.001		BIOF		OTCQB

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☒	Emerging Growth Company ☐
		Smaller reporting company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $29,189,366.

State the number of shares outstanding of the registrant’s $.001 par value common stock as of the close of business on the latest practicable date (November 13, 2023): 302,750,963.

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION

ITEM 1.	Consolidated Financial Statements (unaudited)
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	23
ITEM 4.	Controls and Procedures	23

	PART II—OTHER INFORMATION

ITEM 1.	Legal Proceedings	24
ITEM 1A.	Risk Factors	24
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
ITEM 3.	Defaults Upon Senior Securities	25
ITEM 4.	Mine Safety Disclosures	25
ITEM 5.	Other Information	25
ITEM 6.	Exhibits	25
	Signatures	26

PART I – FINANCIAL INFORMATION

TABLE OF CONTENTS

Index to Financial Statements		Page
Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022		4

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		5

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)		7

Notes to Condensed Consolidated Financial Statements (unaudited)		8

Blue Biofuels, Inc.

Financial Statements

Period Ended September 30, 2023

UNAUDITED FINANCIAL STATEMENTS

BLUE BIOFUELS, INC.

Blue Biofuels, Inc.

CONDENSED BALANCE SHEETS

(unaudited)

	September 30, 2023			December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	84,663		$	211,901
Grants receivable	$	130,835
Prepaid expenses		38,209			43,119
TOTAL CURRENT ASSETS	$	253,707		$	255,020
Long-term assets
Property and equipment, net of accumulated depreciation and amortization of $214,125 and $127,178 at September 30, 2023 and December 31,2022, respectively		612,258			420,115
Security deposits		30,276			30,276
Right of Use Assets, net of accumulated amortization		105,418			178,399
Patents		247,854			222,109
TOTAL LONG-TERM ASSETS	$	995,806		$	850,899
TOTAL ASSETS	$	1,249,513		$	1,105,919

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	698		$	37,135
Accounts payable - Related Party		72,670		$	72,670
Accounts payable		72,670		$	72,670
Deferred wages and director’s fees - Related party		674,594		$	307,606
Lease Liability - Current		101,905		$	95,172
Chapter 11 Settlement		-			50,000
Convertible Notes Payable — Related Party		350,000			-
Interest Payable - Related Party		120,124			76,138
TOTAL CURRENT LIABILITIES	$	1,319,991		$	638,721
Long term liabilities
Right of Use Lease Liability, net of current portion		8,793			85,983
Notes Payable — Related Party		2,796,562			2,521,562
Notes Payable — Other		216,570			216,570
TOTAL LONG TERM LIABILITIES	$	3,021,925		$	2,824,115
TOTAL LIABILITIES	$	4,341,916		$	3,462,836

STOCKHOLDERS’ EQUITY (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; 302,750,963 issued and outstanding at September 30, 2023, and 289,941,623 shares issued and outstanding at December 31, 2022.		302,751			289,942
Additional paid-in capital		51,936,716			50,134,727
Accumulated deficit		(55,331,869	)		(52,781,586	)
Total stockholders’ equity (deficit)	$	(3,092,403	)	$	(2,356,917	)
TOTAL EQUITY (DEFICIT)	$	(3,092,403	)	$	(2,356,917	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,249,513		$	1,105,919

Blue Biofuels, Inc

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

	2023			2022			2023			2022
	Three Months Ended						Nine Months Ended
	30-Sep						30-Sep
	2023			2022			2023			2022
Revenues	$	-		$	-		$	-		$	-
Operating expense:
General and administrative		219,160			178,512			943,953			1,223,083
Research & Development		293,674			404,157			1,741,318			2,070,789
Loss on disposal of assets		-			-			369			40,099
Total operating expenses		512,834			582,669			2,685,640			3,333,971

Loss from operations:		(512,834	)		(582,669	)		(2,685,640	)		(3,333,971	)

Other (income) expense:
Grants received		(206,500	)		-			(206,500	)		-
Interest expense - related party		23,218			6,711			63,712			20,135
Interest expense - other		2,443			29,313			7,431			30,934
Total other (income) expense		(180,839	)		36,024			(135,357	)		51,069

Income (Loss) before provisions for income taxes	$	(331,995	)	$	(618,693	)	$	(2,550,283	)	$	(3,385,040	)
Provisions for income taxes		-			-
Net Income / (Loss):	$	(331,995	)	$	(618,693	)	$	(2,550,283	)	$	(3,385,040	)

Net income (loss) per share	$	(0.001	)	$	(0.002	)	$	(0.008	)	$	(0.012	)

Basic and Diluted Earnings per share	$	(0.001	)	$	(0.002	)	$	(0.008	)	$	(0.012	)

Weighted average common shares outstanding
Basic & Fully Diluted		302,750,963			277,416,282			302,750,963			277,416,282

Blue Biofuels, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Shares		Amount		Shares		Amt		Capital		Deficit			(Deficit)
	Common Stock				Preferred Stock				Additional Paid-in		Accumulated			Total Stockholder’s
	Shares		Amount		Shares		Amt		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
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
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
Warrants exercised		500,000		500		-		-		24,500		-			25,000
Net Income (Loss)												(1,154,199	)		(1,154,199	)
Balance as of June 30, 2023		300,584,297	$	300,584		-		-	$	51,608,069	$	(54,999,875	)	$	(3,091,221	)
Issuance of 50,000 warrants for services								-		5,813					5,813
Issuance of common stock and warrants for cash through PPM		2,166,666	$	2,167					$	322,833					325,000
Net Income (Loss)												(331,995	)	$	(331,995	)
Balance as of September 30, 2023		302,750,963		302,751				-	$	51,936,715	$	(55,331,870	)	$	(3,092,403	)

Balance as of December 31, 2021		274,003,883	$	274,004		-		-	$	47,151,353	$	(48,821,403	)	$	(1,396,046	)
Issuance of common stock for services		447,781	$	448		-		-	$	70,852		-		$	71,300
Employee stock options exercised		150,000	$	150		-		-	$	7,350		-		$	7,500
Vesting of 10,560,000 options under the employee, director plan						-		-	$	1,316,277		-		$	1,316,277
Net Income (Loss)												(2,040,957	)	$	(2,040,957	)
Balance as of March 31, 2022		274,601,664	$	274,602		-		-	$	48,545,832	$	(50,862,360	)	$	(2,041,926	)
Issuance of common stock for services		78,600	$	79		-		-	$	16,071		-		$	16,150
Employee stock options exercised		200,000		200		-		-		8,200		-			8,400
Vesting of 800,000 options under the employee, director plan						-		-		99,106		-			99,106

Issuance of common stock and warrants for cash through PPM		4,499,999		4,500		-		-		670,500		-			675,000
Net Income (Loss)												(725,390	)		(725,390	)
Balance as of June 30, 2022		279,380,263	$	279,380		-		-	$	49,339,710	$	(51,587,750	)	$	(1,968,660	)

Balance		279,380,263	$	279,380		-		-	$	49,339,710	$	(51,587,750	)	$	(1,968,660	)
Issuance of common stock for services		168,842	$	169		-		-	$	28,981		-		$	29,150
Vesting of 825,000 options under the employee, director plan				-		-		-		110,922		-			110,922
Vesting of options under the employee, director plan				-		-		-		110,922		-			110,922
Issuance of 37,333 warrants for services						-		-		5,317		-			5,317
Issuance of warrants for services						-		-		5,317		-			5,317
Issuance of common stock and warrants for cash through PPM		2,266,665		2,267		-		-		337,733		-			340,000
Net Income (Loss)												(618,693	)	$	(618,693	)
Balance as of September 30, 2022		281,815,770	$	281,817		-		-	$	49,822,662	$	(52,206,443	)	$	(2,101,964	)
Balance		281,815,770	$	281,817		-		-	$	49,822,662	$	(52,206,443	)	$	(2,101,964	)

Blue Biofuels, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended			For the Nine Months Ended
	30-Sep-23			30-Sep-22
Cash flows from operating activities
Net Income (Loss)	$	(2,550,283	)	$	(3,385,040	)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization		89,526			102,711
Stock based compensation for services		29,300			116,600
Net Issuance of options and warrants for services		685,474			1,531,622
Loss on Disposal of assets		369			40,099
Changes in operating assets and liabilities
Prepaid expenses		4,910			(41,729	)
Grants receivable		(130,835	)
Accrued interest - related party		43,986			20,135
Accounts payable and accrued liabilities		330,551			62,996
Right of use lease		2,525			(33,647	)
Net cash used in operating activities		(1,494,477	)		(1,586,253	)

Cash flows from investing activities
Net Purchase of property and equipment		(282,038	)		(61,800	)
Patent Costs		(25,744	)		(42,501	)
Net cash from (used in) investing activities		(307,782	)		(104,301	)

Cash flows from financing activities
Proceeds from exercise of warrants and options		97,250			15,900
Net Proceeds from the issuance of Convertible Notes		625,000
Net proceeds from issuance of common stock		1,002,772			1,015,000
Payment of Debt		(50,000	)
Net cash provided by financing activities		1,675,022			1,030,900

Net increase (decrease) in cash and cash equivalents		(127,237	)		(659,653	)

Cash and cash equivalent at beginning of the period		211,901			1,164,664
Cash and cash equivalent at end of the period	$	84,663		$	505,010

Supplemental disclosure of cash flow information
Cash paid during the period for
Interest	$	-		$	-
Taxes	$	-		$	-

Supplemental schedule of non-cash activities
Issuance of warrants for services	$	48,447		$	5,317
Issuance of common stock for services	$	29,300		$	116,600
Cashless conversion of warrants/options	$	-		$	-
Conversion of convertible debenture to common stock	$	-		$	-

Blue Biofuels, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION

Blue Biofuels, Inc (the “Company”) is 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 also in Japan and El Salvador. The Company also filed this patent in other major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China, the African Regional Intellectual Property Organization, and the Russian Federation. The patent applications are currently pending in all of these international jurisdictions. In addition to this patent, the Company has received one additional patent (for which it has also applied in all the above-mentioned jurisdictions). Further, the company has filed for 4 other patents which are currently pending.

Mr. Slager has since further developed the system with the technical staff of the Company. The patented CTS process is a continuous mechanical/chemical dry process for breaking down cellulosic material for conversion into biofuels. CTS can break down any cellulosic material – including grasses and agricultural waste. The CTS mechanical/chemical process allows for exact process control to ensure that all the material passing through it does so on the optimum reaction parameters through which optimal efficiency is achieved.

The new technology made it worthwhile to financially restructure the Company through Chapter 11. The Company voluntarily filed for Chapter 11 on October 22, 2018, in the U.S. Bankruptcy Court in the Southern District of Florida. The Company exited Chapter 11 on September 18, 2019, while keeping all classes, including shareholders, unimpaired. The bankruptcy case was closed on October 25, 2019.

CTS is environmentally friendly in that it recycles the water and catalyst, and it has a low carbon footprint: the amount of added atmospheric carbon created by burning the biofuels produced by the CTS system was absorbed by the plant-based feedstock while growing and is merely released back into the atmosphere. No extra CO2 is released into the atmosphere when our biofuels are burned. This is to be distinguished from fossil fuels because new CO2 is released when fossil fuels are burned.

The Company believes a significant difference between CTS cellulosic ethanol and corn ethanol is the wide range of abundantly available feedstocks that CTS can process compared to just corn as the feedstock. The CTS feedstocks are nonfood and have much lower costs than corn. In addition, while in corn ethanol only the corn kernels are used, CTS uses the whole plant or its waste products, meaning it could obtain much higher yields per acre.

In 2022, the Company partnered with K.R. Komarek to build its CTS machines going forward. Komarek is an industry leading manufacturing company that builds briquetting machines and compaction/granulation systems with throughput capacities up to 50 tons per hour.

In 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and is in the process of further testing and optimizing the plant. The Company believes that it can optimize the pre and post processing elements at this pilot scale plant to finalize design and operational parameters to provide operating cost estimates of a full-scale commercial volume system. Due to its mechanical nature and modularity, we anticipate that one plant would have multiple modular CTS systems.

In addition, the Company has licensed the Vertimass Process to convert ethanol into sustainable aviation fuel (SAF) and other renewable biofuels including bio-gasoline. The license agreement with Vertimass is the subject to a confidentiality agreement between the parties.

Plan of Operation

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.

Given the fact that the Vertimass technology is mature and ready for production, the Company is reviewing whether to start executing on SAF production on a 10 million gallon per year level, and then add the first two steps on to it in a later phase when CTS is fully commercialized. The Company intends to build commercial CTS and ethanol facilities on the front-end to produce cellulosic SAF and generate the large D7 RIN and other government credits. Commencing commercial production will require project financing.

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 2023 calls for 20.94 billion gallons of total renewable fuel, 15 billion from conventional biofuels (corn ethanol) and 5.94 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 $3.53 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $0.79. 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 $67.00 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, whereas these credits are so far not available for corn ethanol producers; and the Company also plans to pursue Low Carbon Fuel Standard Credits.

After its first plant is profitable, the Company intends to grow with additional plants in the United States and explore international growth by either licensing the CTS technology or forming joint ventures with foreign domestic partners to build plants.

The Company believes that its management and consultants have significant experience in the development of technologies from concept to commercialization. As of this date, the Company has not generated any material revenues from its business.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any significant revenue since inception and has incurred losses since inception. As of September 30, 2023, the Company has incurred accumulated losses of $55,331,869. 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.

The COVID-19 pandemic has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business, including how it will impact our supply chain, employees, and potential future customers. Our office and lab have remained open during the pandemic. Nevertheless, the pandemic slowed our ability to commercialize our process in two ways: by adversely affecting our ability to raise capital, and by adversely affecting the supply chain of laboratory equipment and various parts of upgrades to our CTS system, which slowed the development of our prototypes. Supply chain issues also delayed the delivery of various parts of our pilot plant. The extent to which our operations may be further impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted. We may experience additional operating costs due to increased challenges with our workforce (including as a result of illness, absenteeism or government orders), access to supplies, capital, and fundamental support services (such as shipping and transportation). Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression. Furthermore, the effects of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the Company’s majority-owned subsidiaries over which the Company exercises control.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany accounts and transactions. Investments in business entities in which the Company lacks control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. All material intercompany transactions and balances were eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates presented and reported amounts of revenues and expenses during the reporting periods presented. Significant estimates inherent in the preparation of the accompanying Consolidated Financial Statements include estimates of impairment assessment of identifiable intangible assets and valuation allowance for deferred tax assets. Estimates are based on past experience and other considerations reasonable under the circumstances. Actual results may differ from these estimates.

Cash and Cash Equivalents

All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents.

Stock Compensation

The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant the recipient the right to acquire shares of the Company’s common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic 718, “Stock Compensation” (formerly referred to as SFAS No. 123(R)). Share-based payments to consultants, service providers and other non-employees are accounted for in accordance with ASC Topic 718, ASC Topic 505, “Equity Payments to Non-Employees” or other applicable authoritative guidance.

Stock-based Compensation Valuation Methodology

Stock-based compensation resulting from the issuance of common stock is calculated by reference to the valuation of the stock on the date of issuance, the expense being recognized as the compensation is earned. Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option-pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option-pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instruments, using the assumptions noted in the table below. The fair value of the common stock is determined by the then-prevailing closing market price. Expected volatility was based on the historical volatility of the Company’s closing day market price per share. The expected term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S. Treasury Daily Yield Curve Rate.

The stock compensation issued for services during the nine months ended September 30, 2023, were valued on the date of issuance. The following assumptions were used in calculations of the Black-Scholes option pricing models for warrant-based stock compensation issued in the nine months ended September 30, 2023:

	2/10/23			2/14/23			3/1/23			3/31/23			4/5/23			4/11/23
Risk-free interest rate		3.93	%		3.77	%		4.01	%		3.60	%		3.30	%		3.54	%
Expected life		5 years			10 years			10 years			5 years			10 years			5 years
Expected dividends		0	%		0	%		0	%		0	%		0	%		0	%
Expected volatility		123.25	%		123.26	%		123.52	%		120.71	%		119.51	%		119.39	%
BIOF common stock fair value	$	0.159		$	0.159		$	0.177		$	0.166		$	0.154		$	0.145

	4/26/23			6/5/23			7/13/23			7/26/23
Risk-free interest rate		3.46	%		3.77	%		3.93	%		3.86	%
Expected life		5 years			7 years			5 years			10 years
Expected dividends		0	%		0	%		0	%		0	%
Expected volatility		119.28	%		103.20	%		90.70	%		87.22	%
BIOF common stock fair value	$	0.165		$	0.170		$	0.160		$	0.160

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets, generally 5 to 10 years. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

Patent Capitalization

If a product is currently under research and development and is not currently approved for market, costs incurred in connection with patent applications should generally be expensed in the income statement because there is uncertainty as to the future economic benefit of the asset. Conversely, if a product is approved for market (as is the case of the end product ethanol of the CTS process), or if future economic benefit is probable, or if an alternative future use is available to the Company, then such patent costs can be capitalized and amortized over the expected life of the patent(s). Since the Company’s primary end product is sugar converting to ethanol, which are in wide use, the Company has determined that it is reasonable to capitalize the patent costs associated with its CTS process, which were $247,854 as of September 30, 2023 and $222,109 as of December 31, 2022.

Research and Development

The Company expenses all research and development costs as incurred. For the nine months ended September 30, 2023, and September 30, 2022, the amounts charged to research and development expenses were $1,741,318 and $2,070,789, respectively.

Revenue Recognition

The Company follows FASB ASC 606 “Revenue Recognition” and recognizes revenue when it is realized or realizable and earned. The Company’s revenues will be derived principally from joint ventures, royalties and eventually corporate owned plants. However, no sales have occurred through those revenue streams to date. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

	1.	persuasive evidence of an arrangement exists;
	2.	the product has been shipped or the services have been rendered to the customer;
	3.	the sales price is fixed or determinable; and,
	4.	collectability is reasonably assured.

Common Stock Purchase Warrants and Other Derivative Financial Instruments

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide it with a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to its own stock as defined in ASC 815-40 (“Contracts in Entity’s Own Equity”). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses the classification of its common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company compares the carrying amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

Profit (Loss) per Common Share:

Basic profit (loss) per share amounts have been calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share has been calculated using the weighted-average number of common shares plus the potentially dilutive effect of securities such as outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method. The warrants and options are antidilutive for all periods presented. When net loss is reported, diluted and basic net loss per share amounts are the same as the impact of potential common shares is antidilutive.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, payables to related parties, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

NOTE 4 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	Life		September 30, 2023			December 31, 2022
Building and Improvements		15	$	9,370		$	9,370
Machinery and Equipment		10	$	791,540		$	512,450
Furniture and Fixtures		5	$	13,649		$	13,649
Computer Equipment		3	$	11,824		$	11,824
Property and Equipment, gross			$	826,383		$	547,293
Less Accumulated Depreciation			$	(214,125	)	$	(127,178	)
Property and Equipment			$	612,258		$	420,115

Total depreciation expense was $89,526 for the nine months ended September 30, 2023.

In the nine months ended September 30, 2023, The Company purchased machinery worth $285,538. This was primarily related to the pilot plant. The Company disposed of machinery that was no longer in use for a total of $3,500 that originally was purchased for $6,448 and that had accumulated depreciation of $2,579, thereby taking a loss of $369 on the disposal of assets.

NOTE 5 – PATENTS

The Company has been granted one patent on its technology and one continuation patent, has filed for three others that are pending, and has also applied for international patents. The Company has capitalized the legal and filing fees in the amount of $247,854 as of September 30, 2023.

NOTE 6 – DEBT

Notes Payable – Related Parties

On August 10, 2023, the Company entered into a long-term convertible note with board member Chris Kneppers, with a principal balance of $50,000, that is to be repaid when the Company receives $5 million in equity investment. The Note carries a 10% interest per annum. The Note is convertible, at the option of the lender, into common shares of the Company at 15 cents per share, plus a warrant with a strike price of 25 cents per share and a 5-year expiration, for a total of 333,333 shares and warrants.

In July 2023, the Company entered into a long-term convertible note with board member Edmund Burke, with a principal balance of $25,000, that is to be repaid when the Company receives an equity investment of at least $3 million. Otherwise, it accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 50,000 every 12 months instead of interest, with a minimum of 50,000 warrants. It may convert into common stock at $0.13/share at the option of the holder for a total of 192,308 shares.

In June 2023, the Company entered into a long-term convertible note with board member Chris Kneppers, with a principal balance of $50,000, that is to be repaid when the Company receives $5 million in equity investment. The Note carries a 10% interest per annum. The Note is convertible, at the option of the lender, into common shares of the Company at 15 cents per share, plus a warrant with a strike price of 25 cents per share and a 5-year expiration, for a total of 333,333 shares and warrants.

In June 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $100,000, that if it’s not paid by December 6, 2023, it automatically extends for another 6 months. It’s convertible at the option of the lender into common stock at $0.13/share for a total of 769,231 shares.

In April 2023, the Company entered into a long-term convertible note with board member Edmund Burke, with a principal balance of $150,000, that is to be repaid when the Company receives an equity investment of at least $1.5 million. Otherwise, it accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 100,000 every 6 months instead of interest. It may convert into common stock at $0.13/share at the option of the holder for a total of 1,153,846 shares.

In January 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $250,000, that if it’s not paid by July 4, 2023, it converts at the option of the Company into common stock at $0.13/share for a total of 1,923,077 shares.

In July 2016, the Company issued six (6) short-term notes payable to related parties in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. These notes had a value of $2,002,126 and accrued interest at a rate of six percent (6%) per annum. As of December 31, 2018, the total interest accrued on the notes was $278,794.68. The notes were held by related parties with the understanding that the notes were not to be paid until the Company begins generating profit. The Company renegotiated some of these notes during its Chapter 11 proceedings, whereas others failed to submit a claim and were discharged upon the Court’s Confirmation Order approving the Company’s Chapter 11 Plan on September 18, 2019. The renegotiated amounts, as per the Plan Confirmation are all to be paid from 50% of the future net profits and discharged to the extent unpaid five years after the Plan effective date of September 18, 2019. These amount are 1) Mark Koch $240,990 plus 6% interest on any portion not repaid within 12 months of the Company’s first reported quarterly net profit; 2) Animated Family Films $579,942 out of the Company’s net profits plus 6% interest; 3) Steven Dunkle, CTWC, & Wellington Asset Holdings $1.5 million plus 6% interest once there is positive quarterly EBITDA from the first plant of Company.

On February 28, 2018, the Company entered into a short-term loan with Steven Sadaka, with a principal balance of $100,000 due and payable on May 1, 2018. The note does not accrue interest, however the Company provided 2,000,000 inducement shares to secure the note. These inducement shares were valued at $84,000. The note was renegotiated during the Company’s Chapter 11 proceedings, and as per the Plan Confirmation, it is agreed that $100,000 is to be paid out of future gross revenues to satisfy this note in full.

On May 15, 2018, the Company entered into a short-term loan with Christopher Jemapete, with a principal balance of $50,000 due and payable on May 16, 2019. The note carried an interest rate of 5% plus the company issued 1,250,000 inducement shares to secure the note. These inducement shares were valued at $36,250. As of June 30, 2018 accrued interest on this note is $315. The note was renegotiated during the Company’s Chapter 11 proceedings, and as per the Plan Confirmation, it is agreed that $50,315.07 is to be paid out of future gross revenues.

On May 15, 2018, the Company entered into a short-term loan with Pamela Jemapete, with a principal balance of $50,000 due and payable on May 16, 2019. The note carried an interest rate of 5% plus the company issued 1,250,000 inducement shares to secure the note. These inducement shares were valued at $36,250. As of June 30, 2018 accrued interest on this note is $315. The note was renegotiated during the Company’s Chapter 11 proceedings, and as per the Plan Confirmation, it is agreed that $50,315.07 is to be paid out of future gross revenues.

Notes Payable – Other

In July 2016, the Company issued a short-term note payable to a third party in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. The note had a principal balance of $96,570 and accrued interest at a rate of six percent (6%) per annum. As of December 31, 2018, the total interest accrued on the note was $14,382.2. The Company renegotiated this note during its Chapter 11 proceedings, and as per the Plan Confirmation, now the $96,570 is to be paid with no interest out of the same 50% of the future net profits of the Company as the notes mentioned above, if any, or discharged to the extent unpaid five years after September 18, 2019.

In November 2017, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $143,000 due and payable on May 30, 2018. The note carried an 8% one-time interest charge, a $43,000 original issue discount and a 35% conversion discount to the lowest trade price in the prior twenty-five trading days, after 180 days, in whole or in part at the option of the holder. In addition, the Company provided 500,000 inducement shares to secure the note. These inducement shares were valued at $39,500. In May 2018, the company made two principal payments totaling $40,000. The note went into default on June 1, 2018, and incurred a 40% penalty of the outstanding balance immediately prior to the default event. On August 30, 2018, Hoppel sued the Company in Superior Court of the State of California County of San Diego Central District. That case was staid on October 22, 2018, when the Company filed for Chapter 11 protection in the US Bankruptcy Court in the Southern District of Florida. Negotiations took place and a settlement was reached on this note and a subsequent note, and confirmed as part of the Plan Confirmation Order, that Hoppel would be paid a total of $100,000 out of 5% of the future gross revenue of the Company.

In February 2018, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $165,000 due and payable on September 21, 2018. The note carries an 8% one-time interest charge, a $15,000 original issue discount and a 40% conversion discount to the lowest trade price in the prior twenty-five trading days, after 180 days, in whole or in part at the option of the holder. In addition, the Company provided 500,000 inducement shares to secure the note. These inducement shares were valued at $14,500. The Note went into default on June 1, 2018, through a cross default provision with another Note to Hoppel, and incurred a 40% penalty of the outstanding balance immediately prior to the default event. On August 30, 2018, Hoppel sued the Company in Superior Court of the State of California County of San Diego Central District. That case was staid on October 22, 2018, when the Company filed for Chapter 11 protection in the US Bankruptcy Court in the Southern District of Florida. Negotiations took place and a settlement was reached on this note and a prior note, and confirmed as part of the Plan Confirmation Order, that Hoppel would be paid a total of $100,000 out of 5% of the future gross revenue of the Company to settle both notes.

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.

A summary of all debts indicated in the Notes above is as follows:

SCHEDULE OF NOTES PAYABLE

Notes Payable	September 30, 2023		December 31, 2022
Short Term Convertible Note – Related Party, including interest	$	371,908	$	0
Short Term Chapter 11 Settlement	$	0	$	50,000
Long Term Notes Payable after capital investment, incl interest	$	276,944	$	0
Long Term Notes Payable from future revenue — Related Party	$	1,700,630	$	1,700,630
Long Term Notes Payable from future revenue — Other	$	120,000	$	120,000
Long Term Note Payable from future profits — Related Party	$	820,932	$	820,932
Long Term Note Payable from future profits — Other	$	96,570	$	96,570
TOTAL NOTES	$	3,386,984	$	2,788,132

Of the $3,386,984 payable as of September 30, 2023, $2,738,132 is due out of future revenue or future profits with no specific due date, and another $275,000 is due only after a significant capital investment. $2,417,502 of the $2,738,132 will be discharged if not paid by September 18, 2024, which is 5 years after the Company exited Chapter 11. The remaining debt that would not be discharged is $969,482, consisting of $849,482 due to related parties, and $120,000 due to others.

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 September 30, 2023, the Company had 302,750,963 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 nine months ended September 30, 2023, the Company issued an aggregate of 174,191 shares of its common stock for services valued at $29,300.

For the nine months ended September 30, 2023, 364,000 warrants were issued for services. Using a Black-Scholes asset pricing model, these had a value of $48,447.

For the nine months ended September 30, 2023, 6,684,998 shares of common stock were issued for cash of $1,002,772.

For the nine months ended September 30, 2023, 5,950,148 warrants were exercised for proceeds of $97,250.

For the nine months ended September 30, 2023, 2,067,999 warrants expired.

For the nine months ended September 30, 2023, 7,050,000 unvested options expired and 125,000 vested options expired.

For the nine months ended September 30, 2023, 4,385,000 stock options vested. Using a Black-Scholes asset pricing model, these had a value of $637,028.

For the nine months ended September 30, 2023, 17,150,000 stock options were issued and unvested. Using a Black-Scholes asset pricing model, these have a value of $2,835,613.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company is subject, from time to time, to litigation, claims and suits arising in the ordinary course of business. The Company is not in any litigation at this time.

Cybersecurity

No material cybersecurity breach has occurred.

Leases

The Company currently leases office and laboratory space in Palm Beach Gardens, FL, that is classified as operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Company’s consolidated balance sheet. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. The lease period was for twenty-four (24) months from November 1, 2019, to October 31, 2021. This had been extended for one year until October 31, 2022, and was further extended for two more years until October 31, 2024. Annual rent commenced at $84,100 per annum and increased 3% per year. The latest amendment adjusted the lease to $102,950 per annum and increases at 3% per year. Tenant is also required to cover operating costs that are estimated at $3,600 per month. Operating lease expense is recognized on a straight-line basis over the lease term and is included in General & Administrative expenses.

ASC 842 was effective for us beginning January 1, 2019. The adoption had a material impact on our consolidated balance sheets, but did not have a material impact on our consolidated income statements. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases.

In addition, the Company leases land in Arcadia, FL where it grows king grass. The original lease began on September 1, 2020, and was for 18.2 acres at an annual cost of $6,370 that the Company has the right to renew for a total of 5 years. A second lease began on March 31, 2023, for an additional 167.6 acres at a cost of $24,721 every 6 months that the Company also can continue for up to 5 years. Since those leases can be terminated at will, they are not included in the ROU or lease liability on the Company’s balance sheet.

Rent expense for the nine months ending September 30, 2023, and 2022, were $183,537 and $106,631, respectively.

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

PERIOD ENDED	September 30, 2023		December 31, 2022
Right of Use Lease Liabilities
Current portion		101,905		95,172
Long-term portion		8,793		85,983
TOTAL		110,698		181,155

As of September 30, 2023, the total future minimum lease payments in respect of leased premises are as follows:

YEAR ENDED	MINIMUM DUE
2023		24,715
2024		85,983
2025		0

TOTAL	$	110,698

NOTE 9 – RELATED PARTY TRANSACTIONS

Related Party Transactions

The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

	1)	Short-term notes payable, convertible notes, and contingent liabilities issued to related parties are described in NOTE 6.
	2)	A board resolution was passed on February 13, 2020, that pledged the patents and pending patents to secure the back pay claims of Ben Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management to build the Company while they receive less than full salaries.

The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued. Based on this evaluation, the Company has identified the following subsequent events:

From October 1, 2023, to the date of this filing, the Company issued 350,000 warrants for services. Using the Black-Scholes pricing model, these were valued at $29,991.

From October 1, 2023, to the date of this filing, the Company issued convertible notes to related parties for $15,000.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with the Company’s audited financial statements and the notes thereto.

Forward-Looking Statements

This quarterly report contains forward-looking statements and information relating to the Company that are based on the beliefs of its management as well as assumptions made by, and information currently available to, its management. When used in this report, the words “believe,” “anticipate,” “expect,” “estimate,” “intend”, “plan” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. These statements reflect management’s current view of the Company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that the Company desires to effect; Securities and Exchange Commission regulations which affect trading in the securities of “penny stocks”; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this registration statement, including, without limitation, the information set forth under the heading “Management’s Discussion and Analysis and Plan of Operation — Risk Factors” identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the foregoing cautionary statement.

Business Overview

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

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.

Plan of Operation

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

	4)	Conversion from feedstock to fermentable cellulosic sugars (CTS)
	5)	Ferment the cellulosic sugars into cellulosic ethanol.
	6)	Covert the ethanol into SAF and related products. This third step happens with the Vertimass technology which the Company has licensed.

Capital Formation

From January 1, 2023, through the date of filing, the Company issued an aggregate of 174,194 shares of its common stock for services valued at $29,300.

From January 1, 2023, through the date of filing, the Company issued an aggregate of 714,000 warrants for services valued at $78,438.

From January 1, 2023, through the date of filing, the Company issued an aggregate of 6,684,998 shares of its common stock for capital of $1,002,772.

From January 1, 2023, through the date of filing, 5,950,148 warrants were exercised for $97,250.

From January 1, 2023, through the date of filing, the Company issued unvested options to its managers and employees to purchase 17,150,000 shares of its common stock for a period of ten years at the exercise price of 16 to 20 cents per share. Using a Black-Scholes asset-pricing model, these agreements were valued at $2,835,613. None of those have vested. 1,000,000 vested options were issued at exercise prices between 16 and 19 cents. 3,385,000 previously issued options have vested. Using a Black-Scholes option pricing model, these vested options have a valuation of $637,028.

From January 1, 2023, through the date of filing, 7,175,000 options expired or were cancelled and 2,067,999 warrants expired.

Going Concern

The Company has incurred losses since inception, has a working capital deficiency, and may be unable to raise further capital. As of September 30, 2023, the Company had a working capital deficit of $1,066,285 and had incurred accumulated losses of $55,331,869 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 nine month period ended September 30, 2023 (unaudited) to September 30, 2022

For the three and nine months ended September 30, 2023, the Company recognized $0 in revenue as opposed to $0 in 2022.

For the three months ended September 30, 2023, the Company’s general and administrative expenses increased by $40,648 to $219,160 from $178,512 in 2022. This increase is primarily the result of a $119,600 employee retention credit issued in 2022 related to COVID, versus $0 in 2023.

For the nine months ended September 30, 2023, the Company’s general and administrative expenses decreased by $279,131 to $943,953 from $1,223,083 in 2022. This decrease is primarily the result of $169,382 in equity-based compensation versus $506,975 in 2022.

Interest expense decreased in the quarter ended September 30, 2023 by $10,362 to $25,661 from $36,024 in 2022. Interest expense increased in the nine months ended September 30, 2023 by $20,075 to $71,144 from $51,069 in 2022.

For the nine months ended September 30, 2023 the Company recorded non-cash impairments of assets of $369 as compared to $40,099 in 2022. This was the result of disposing and/or selling of laboratory assets no longer in use in each year.

Research and development (R&D) costs for the quarter ended September 30, 2023 were $293,674, a decrease of $110,483 from $404,157 in 2022. The decrease in R&D expenses is primarily the result of equity based compensation of $0 versus $99,479 in 2022.

Research and development (R&D) costs for the nine months ended September 30, 2023 were $1,741,318, a decrease of $329,471 from $2,070,789 in 2022. The decrease in R&D expenses is primarily the result of a decrease in equity based compensation to $467,646 from $1,019,330 in 2022 due to the vesting of more options in 2022.

Liquidity and Capital Resources

Liquidity

As of September 30, 2023, the Company had $84,663 in cash, and total stockholders’ equity on September 30, 2023, was negative $3,092,403. As of December 31, 2022, the Company had $211,901 in cash, and total stockholders’ equity at December 31, 2022, was negative $2,356,917. Total debt, including advances, accounts payable and other notes payable at September 30, 2023, together with interest payable thereon and contingent liabilities, was $4,341,916 an increase of $879,080 from December 31, 2022, where it stood at $3,462,836. This increase is primarily attributable to new convertible notes due to related parties. $1,820,630 of the remaining debt has been renegotiated to be payable out of future revenue and $917,502 out of future profits and otherwise does not come due.

During the nine months ended September 30, 2023, the Company’s net cash used in operating activities decreased by $91,776 to $1,494,477 from $1,586,253 in the nine months ending September 30, 2022.

During the nine months ended September 30, 2023, the Company’s investing activities used $307,782 in cash, as compared to $104,301 in the first nine months of 2022. This can be primarily attributed to capitalizing $25,744 in patent costs and $282,038 used to purchase machinery and equipment, as compared to $42,501 in patent costs and $61,800 in net purchases of equipment in the first nine months of 2022.

During the nine months ended September 30, 2023, the Company generated an aggregate of $1,675,022 through its financing activities versus $1,030,900 in the nine months ended September 30, 2022, which is an increase of $644,122. This increase from the prior year can primarily be attributed to the issuance of $625,000 in convertible notes to related parties 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, the Company has raised $1,100,022 in 2023, through the issuance of shares and the exercise of warrants, plus $15,863,601 raised previously, in addition to capital raised through debt or convertible notes including $625,000 raised through convertible notes in 2023. 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 September 30, 2023, shareholders’ equity was negative $3,092,403.

There were 302,750,963 shares of common stock issued and outstanding as of September 30, 2023.

There were no preferred shares outstanding.

The Company has paid no dividends.

Critical Accounting Policies

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Seasonality

The Company’s operating results are not affected by seasonality.

Inflation

The Company’s business and operating results are not affected in any material way by inflation.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2022. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were sufficient.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2022, that occurred during our first three fiscal quarters pf 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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, 2023, 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
Raymond Leon	01/03/23	Common Stock		200,000	Purchased @ $0.15 per share
James Cherwin	01/30/23	Common Stock		100,000	Purchased @ $0.15 per share
Edmund Burke	01/30/23	Common Stock		4,450,148	Exercise of Warrants
Edmund Burke	01/31/23	Common Stock		1,000,000	Exercise of Warrants
NWBB, Inc	02/06/23	Common Stock		40,000	Professional Services
Ron Smith	02/06/23	Common Stock		166,666	Purchased @ $0.15 per share
Mark Monahan	02/17/23	Common Stock		333,333	Purchased @ $0.15 per share
Michael Fidler	02/17/23	Common Stock		200,000	Purchased @ $0.15 per share
Joseph Corry	02/17/23	Common Stock		100,000	Purchased @ $0.15 per share
William Newman	02/21/23	Common Stock		100,000	Purchased @ $0.15 per share
Johnny Anastasiades	03/01/23	Common Stock		135,000	Purchased @ $0.15 per share
Jozef Kneppers	03/06/23	Common Stock		1,333,333	Purchased @ $0.15 per share
James Dupre & Michelle Dupre	03/06/23	Common Stock		150,000	Purchased @ $0.15 per share
Randall Brodsky	03/07/23	Common Stock		400,000	Purchased @ $0.15 per share
Tamara Chapman Revocable Trust	03/08/23	Common Stock		333,333	Purchased @ $0.15 per share
John Comrie	03/08/23	Common Stock		333,333	Purchased @ $0.15 per share
William Fitzpatrick	03/24/23	Common Stock		100,000	Professional Services
Neil Hendry	04/05/23	Common Stock		66,667	Purchased @ $0.15 per share
NWBB, Inc.	04/10/23	Common Stock		34,194	Professional Services
Clay Taylor	04/11/23	Common Stock		400,000	Purchased @ $0.15 per share
Kophyo Win	05/05/23	Common Stock		166,667	Purchased @ $0.15 per share
Patrick Simms	05/15/23	Common Stock		500,000	Exercise of Warrants
Mark Monahan	07/19/23	Common Stock		166,667	Purchased @ $0.15 per share
Anthony Santelli	07/26/23	Common Stock		333,333	Purchased @ $0.15 per share
Kevin McNally	08/11/23	Common Stock		333,333	Purchased @ $0.15 per share
Melvin Eaton	08/15/23	Common Stock		333,333	Purchased @ $0.15 per share
Craig Roger Tarr	08/24/23	Common Stock		1,000,000	Purchased @ $0.15 per share

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The exhibits listed below are filed as part of or incorporated by reference in this report.

Exhibit No.		Identification of Exhibit

2.1		Chapter 11 Plan of Reorganization (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

2.2		Chapter 11 Disclosure Statement (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

3.1		Articles of Incorporation (incorporated by reference to the Company’s S-1 filed May 23, 2021)

3.2		Certificate of Amendment to Articles of Incorporation filed November 19, 2014 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

3.3		Certificate of Amendment to Articles of Incorporation filed June 17, 2016 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

3.4		Certificate of Amendment to Articles of Incorporation filed July 26, 2021 (incorporated by reference to the Company’s 8-K filed on July 30, 2021)

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

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

10.2		Employment Agreement, dated June 1, 2020, between the Company and Ben Slager (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)

10.3		Employment Agreement, dated June 1, 2020, between the Company and Anthony Santelli (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021

10.4		2021 Employee, Director Stock Plan (incorporated by reference to definitive 14C filed with the SEC on June 24, 2021)

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

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

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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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	November 13, 2023

	By	/s/ Anthony Santelli
		Anthony Santelli
		Chief Financial Officer (Principal Financial and Accounting Officer)

	Date	November 13, 2023

Exhibit 31.1

CERTIFICATIONS

I, Benjamin Slager, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Blue Biofuels, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023

/s/ Benjamin Slager

Benjamin Slager

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Anthony Santelli, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Blue Biofuels, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 13, 2023

/s/ Anthony Santelli

Anthony Santelli

Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Benjamin Slager, the Chief Executive Officer of Blue Biofuels, Inc (the “Company”), DOES HEREBY CERTIFY that:

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement this 13^th day of November, 2023.

/s/ Benjamin Slager

Benjamin Slager

Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Blue Biofuels, Inc. and will be retained by Blue Biofuels, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Anthony Santelli, the Chief Financial Officer of Blue Biofuels, Inc. (the “Company”), DOES HEREBY CERTIFY that:

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement this 13^th day of November, 2023.

/s/ Anthony Santelli

Anthony Santelli

Chief Financial Officer

(Principal Financial and Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-54942
Entity Registrant Name	BLUE BIOFUELS, INC.
Entity Central Index Key	0001549145
Entity Tax Identification Number	45-4944960
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3710 Buckeye Street
Entity Address, Address Line Two	Suite 120
Entity Address, City or Town	Palm Beach Gardens
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33410
City Area Code	(888)
Local Phone Number	607-3555
Title of 12(b) Security	Common Stock par value $0.001
Trading Symbol	BIOF
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		302,750,963

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 84,663	$ 211,901
Grants receivable	130,835
Prepaid expenses	38,209	43,119
TOTAL CURRENT ASSETS	253,707	255,020
Long-term assets
Property and equipment, net of accumulated depreciation and amortization of $214,125 and $127,178 at September 30, 2023 and December 31,2022, respectively	612,258	420,115
Security deposits	30,276	30,276
Right of Use Assets, net of accumulated amortization	105,418	178,399
Patents	247,854	222,109
TOTAL LONG-TERM ASSETS	995,806	850,899
TOTAL ASSETS	1,249,513	1,105,919
Current liabilities
Lease Liability - Current	101,905	95,172
Chapter 11 Settlement		50,000
Interest Payable - Related Party	120,124	76,138
TOTAL CURRENT LIABILITIES	1,319,991	638,721
Long term liabilities
Right of Use Lease Liability, net of current portion	8,793	85,983
Notes Payable — Other	216,570	216,570
TOTAL LONG TERM LIABILITIES	3,021,925	2,824,115
TOTAL LIABILITIES	4,341,916	3,462,836
STOCKHOLDERS’ EQUITY (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; 302,750,963 issued and outstanding at September 30, 2023, and 289,941,623 shares issued and outstanding at December 31, 2022.	302,751	289,942
Additional paid-in capital	51,936,716	50,134,727
Accumulated deficit	(55,331,869)	(52,781,586)
Total stockholders’ equity (deficit)	(3,092,403)	(2,356,917)
TOTAL EQUITY (DEFICIT)	(3,092,403)	(2,356,917)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	1,249,513	1,105,919
Nonrelated Party [Member]
Current liabilities
Accounts payable	698	37,135
Related Party [Member]
Current liabilities
Accounts payable	72,670	72,670
Deferred wages and director’s fees - Related party	674,594	307,606
Convertible Notes Payable — Related Party	350,000
Long term liabilities
Notes Payable — Related Party	$ 2,796,562	$ 2,521,562

Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accumulated depreciation and amortization on property and equipment	$ 214,125	$ 127,178
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	302,750,963	289,941,623
Common stock, shares outstanding	302,750,963	289,941,623

Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Revenues
Operating expense:
General and administrative	219,160	178,512	943,953	1,223,083
Research & Development	293,674	404,157	1,741,318	2,070,789
Loss on disposal of assets			369	40,099
Total operating expenses	512,834	582,669	2,685,640	3,333,971
Loss from operations:	(512,834)	(582,669)	(2,685,640)	(3,333,971)
Other (income) expense:
Interest expense - other	2,443	29,313	7,431	30,934
Total other (income) expense	(180,839)	36,024	(135,357)	51,069
Income (Loss) before provisions for income taxes	(331,995)	(618,693)	(2,550,283)	(3,385,040)
Provisions for income taxes
Net Income / (Loss):	$ (331,995)	$ (618,693)	$ (2,550,283)	$ (3,385,040)
Net income (loss) per share	$ (0.001)	$ (0.002)	$ (0.008)	$ (0.012)
Basic and Diluted Earnings per share	$ (0.001)	$ (0.002)	$ (0.008)	$ (0.012)
Weighted average common shares outstanding - Basic	302,750,963	277,416,282	302,750,963	277,416,282
Weighted average common shares outstanding - Fully Diluted	302,750,963	277,416,282	302,750,963	277,416,282
Related Party [Member]
Other (income) expense:
Grants received	$ (206,500)		$ (206,500)
Interest expense - related party	$ 23,218	$ 6,711	$ 63,712	$ 20,135

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 274,004	$ 47,151,353	$ (48,821,403)	$ (1,396,046)
Balance, shares at Dec. 31, 2021	274,003,883
Issuance of common stock for services	$ 448	70,852		71,300
Issuance of common stock for services, shares	447,781
Vesting of options under the employee, director plan		1,316,277		1,316,277
Net Income (Loss)			(2,040,957)	(2,040,957)
Employee stock options exercised	$ 150	7,350		7,500
Employee stock options exercised, shares	150,000
Balance at Mar. 31, 2022	$ 274,602	48,545,832	(50,862,360)	(2,041,926)
Balance, shares at Mar. 31, 2022	274,601,664
Balance at Dec. 31, 2021	$ 274,004	47,151,353	(48,821,403)	(1,396,046)
Balance, shares at Dec. 31, 2021	274,003,883
Net Income (Loss)				(3,385,040)
Balance at Sep. 30, 2022	$ 281,817	49,822,662	(52,206,443)	(2,101,964)
Balance, shares at Sep. 30, 2022	281,815,770
Balance at Mar. 31, 2022	$ 274,602	48,545,832	(50,862,360)	(2,041,926)
Balance, shares at Mar. 31, 2022	274,601,664
Issuance of common stock for services	$ 79	16,071		16,150
Issuance of common stock for services, shares	78,600
Issuance of common stock and warrants for cash through PPM	$ 4,500	670,500		675,000
Issuance of common stock and warrants for cash through PPM, shares	4,499,999
Vesting of options under the employee, director plan		99,106		99,106
Net Income (Loss)			(725,390)	(725,390)
Employee stock options exercised	$ 200	8,200		8,400
Employee stock options exercised, shares	200,000
Balance at Jun. 30, 2022	$ 279,380	49,339,710	(51,587,750)	(1,968,660)
Balance, shares at Jun. 30, 2022	279,380,263
Issuance of common stock for services	$ 169	28,981		29,150
Issuance of common stock for services, shares	168,842
Issuance of common stock and warrants for cash through PPM	$ 2,267	337,733		340,000
Issuance of common stock and warrants for cash through PPM, shares	2,266,665
Vesting of options under the employee, director plan		110,922		110,922
Net Income (Loss)			(618,693)	(618,693)
Issuance of warrants for services		5,317		5,317
Balance at Sep. 30, 2022	$ 281,817	49,822,662	(52,206,443)	(2,101,964)
Balance, shares at Sep. 30, 2022	281,815,770
Balance at Dec. 31, 2022	$ 289,942	50,134,727	(52,781,586)	(2,356,917)
Balance, shares at Dec. 31, 2022	289,941,623
Issuance of common stock for services	$ 140	23,860		24,000
Issuance of common stock for services, shares	140,000
Issuance of common stock and warrants for cash through PPM	$ 3,885	578,865		582,750
Issuance of common stock and warrants for cash through PPM, shares	3,884,998
Warrants exercised	$ 5,450	66,800		72,250
Warrants exercised, shares	5,450,148
Vesting of options under the employee, director plan		391,297		391,297
Net Income (Loss)			(1,064,090)	(1,064,090)
Balance at Mar. 31, 2023	$ 299,417	51,195,549	(53,845,676)	(2,350,710)
Balance, shares at Mar. 31, 2023	299,416,769
Balance at Dec. 31, 2022	$ 289,942	50,134,727	(52,781,586)	(2,356,917)
Balance, shares at Dec. 31, 2022	289,941,623
Issuance of common stock for services				$ 29,300
Issuance of common stock for services, shares				174,191
Issuance of common stock and warrants for cash through PPM				$ 1,002,772
Issuance of common stock and warrants for cash through PPM, shares				6,684,998
Warrants exercised				$ 97,250
Warrants exercised, shares				5,950,148
Net Income (Loss)				$ (2,550,283)
Balance at Sep. 30, 2023	$ 302,751	51,936,715	(55,331,870)	(3,092,403)
Balance, shares at Sep. 30, 2023	302,750,963
Balance at Mar. 31, 2023	$ 299,417	51,195,549	(53,845,676)	(2,350,710)
Balance, shares at Mar. 31, 2023	299,416,769
Issuance of common stock for services	$ 34	5,266		5,300
Issuance of common stock for services, shares	34,194
Issuance of common stock and warrants for cash through PPM	$ 633	94,389		95,022
Issuance of common stock and warrants for cash through PPM, shares	633,334
Warrants exercised	$ 500	24,500		25,000
Warrants exercised, shares	500,000
Vesting of options under the employee, director plan		245,732		245,732
Net Income (Loss)			(1,154,199)	(1,154,199)
Issuance of warrants for services		42,634		42,634
Balance at Jun. 30, 2023	$ 300,584	51,608,069	(54,999,875)	(3,091,221)
Balance, shares at Jun. 30, 2023	300,584,297
Issuance of common stock and warrants for cash through PPM	$ 2,167	322,833		325,000
Issuance of common stock and warrants for cash through PPM, shares	2,166,666
Net Income (Loss)			(331,995)	(331,995)
Issuance of warrants for services		5,813		5,813
Balance at Sep. 30, 2023	$ 302,751	$ 51,936,715	$ (55,331,870)	$ (3,092,403)
Balance, shares at Sep. 30, 2023	302,750,963

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - shares	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]
Vesting of options previously issued under employee director plan		2,000,000	2,385,000	825,000	800,000	10,560,000	4,385,000
Warrants issued for services	50,000	314,000		37,333			364,000

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities
Net Income (Loss)	$ (2,550,283)	$ (3,385,040)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization	89,526	102,711
Stock based compensation for services	29,300	116,600
Net Issuance of options and warrants for services	685,474	1,531,622
Loss on Disposal of assets	369	40,099
Changes in operating assets and liabilities
Prepaid expenses	4,910	(41,729)
Grants receivable	(130,835)
Accrued interest - related party	43,986	20,135
Accounts payable and accrued liabilities	330,551	62,996
Right of use lease	2,525	(33,647)
Net cash used in operating activities	(1,494,477)	(1,586,253)
Cash flows from investing activities
Net Purchase of property and equipment	(282,038)	(61,800)
Patent Costs	(25,744)	(42,501)
Net cash from (used in) investing activities	(307,782)	(104,301)
Cash flows from financing activities
Proceeds from exercise of warrants and options	97,250	15,900
Net Proceeds from the issuance of Convertible Notes	625,000
Net proceeds from issuance of common stock	1,002,772	1,015,000
Payment of Debt	(50,000)
Net cash provided by financing activities	1,675,022	1,030,900
Net increase (decrease) in cash and cash equivalents	(127,237)	(659,653)
Cash and cash equivalent at beginning of the period	211,901	1,164,664
Cash and cash equivalent at end of the period	84,663	505,010
Cash paid during the period for
Interest
Taxes
Supplemental schedule of non-cash activities
Issuance of warrants for services	48,447	5,317
Issuance of common stock for services	29,300	116,600
Cashless conversion of warrants/options
Conversion of convertible debenture to common stock

ORGANIZATION

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

NOTE 1 – ORGANIZATION

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

Plan of Operation

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.

GOING CONCERN

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

NOTE 2 – GOING CONCERN

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents.

Stock Compensation

Stock-based Compensation Valuation Methodology

	2/10/23			2/14/23			3/1/23			3/31/23			4/5/23			4/11/23
Risk-free interest rate		3.93	%		3.77	%		4.01	%		3.60	%		3.30	%		3.54	%
Expected life		5 years			10 years			10 years			5 years			10 years			5 years
Expected dividends		0	%		0	%		0	%		0	%		0	%		0	%
Expected volatility		123.25	%		123.26	%		123.52	%		120.71	%		119.51	%		119.39	%
BIOF common stock fair value	$	0.159		$	0.159		$	0.177		$	0.166		$	0.154		$	0.145

	4/26/23			6/5/23			7/13/23			7/26/23
Risk-free interest rate		3.46	%		3.77	%		3.93	%		3.86	%
Expected life		5 years			7 years			5 years			10 years
Expected dividends		0	%		0	%		0	%		0	%
Expected volatility		119.28	%		103.20	%		90.70	%		87.22	%
BIOF common stock fair value	$	0.165		$	0.170		$	0.160		$	0.160

Property and Equipment

Patent Capitalization

Research and Development

Revenue Recognition

	1.	persuasive evidence of an arrangement exists;
	2.	the product has been shipped or the services have been rendered to the customer;
	3.	the sales price is fixed or determinable; and,
	4.	collectability is reasonably assured.

Common Stock Purchase Warrants and Other Derivative Financial Instruments

Impairment of Long-Lived Assets

Income Taxes

Profit (Loss) per Common Share:

Fair Value Measurements

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Recent Accounting Pronouncements

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	Life		September 30, 2023			December 31, 2022
Building and Improvements		15	$	9,370		$	9,370
Machinery and Equipment		10	$	791,540		$	512,450
Furniture and Fixtures		5	$	13,649		$	13,649
Computer Equipment		3	$	11,824		$	11,824
Property and Equipment, gross			$	826,383		$	547,293
Less Accumulated Depreciation			$	(214,125	)	$	(127,178	)
Property and Equipment			$	612,258		$	420,115

Total depreciation expense was $89,526 for the nine months ended September 30, 2023.

PATENTS

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

PATENTS

NOTE 5 – PATENTS

DEBT

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

DEBT

NOTE 6 – DEBT

Notes Payable – Related Parties

Notes Payable – Other

A summary of all debts indicated in the Notes above is as follows:

SCHEDULE OF NOTES PAYABLE

Notes Payable	September 30, 2023		December 31, 2022
Short Term Convertible Note – Related Party, including interest	$	371,908	$	0
Short Term Chapter 11 Settlement	$	0	$	50,000
Long Term Notes Payable after capital investment, incl interest	$	276,944	$	0
Long Term Notes Payable from future revenue — Related Party	$	1,700,630	$	1,700,630
Long Term Notes Payable from future revenue — Other	$	120,000	$	120,000
Long Term Note Payable from future profits — Related Party	$	820,932	$	820,932
Long Term Note Payable from future profits — Other	$	96,570	$	96,570
TOTAL NOTES	$	3,386,984	$	2,788,132

STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY