The following discussion should be read in conjunction with the Company's
audited financial statements and the notes thereto.
Forward-Looking Statements
This annual 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 the renewable energy, biofuels, and bioplastics technologies
sectors.
In early 2018, our chief executive officer ("CEO") Ben Slager invented a new
technology system referred to as Cellulose-to-Sugar or CTS, and the Company
filed, and received, two patents for this technology. The CTS process is a
continuous mechanical/chemical dry process for converting cellulose material
into sugar and lignin.
The CTS system converts plant-based feedstock into one primary product, soluble
sugars, which can be further processed into cellulosic ethanol and other
biofuels like jet fuel, and potentially into bio chemicals.
The primary co-product of the CTS system is sulfur-free lignin. Our lignin
potentially can be used in ion exchange resins or specialty chemicals. Lignin
can also be burned as a renewable fuel.
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. The Company has begun successful testing on a
Komarek-made machine at a throughput processing rate of 2.5 tons per day. The
Company has designed a pilot plant around that machine and is in the process of
completing the buildout of the plant. We anticipate having the pilot plant
completed in Q1, 2023 and anticipate to continue testing it and optimizing
parameters and sugar production in the first half of 2023. This pilot plant is
designed to show successful volume production and scalability.
The Company expects to engage an engineering firm to design a semi-commercial
scale pilot plant that integrates a larger CTS system into the pre-processing
and post-processing elements of the plant. It is anticipated that the
semi-commercial plant will have the capacity to produce sugar at a rate
sufficient to make around 500,000 - 1,000,000 gallons of ethanol per year. The
goal of the semi-commercial plant is to provide operating cost estimates of a
full commercial volume system. Due to its mechanical nature and modularity, we
anticipate that one plant would have multiple modular CTS systems, and that the
semi-commercial plant would contain one such module. The Company expects to have
the semi-commercial system ready in 2024.
10
Plan of Operation
The Company's strategy is to diversify its product portfolio to include a number
of product lines. These potentially include (1) biofuels - such as ethanol, or
converting ethanol into higher biofuels like jet-fuel and the like; (2) selling
sulfur-free lignin to ion exchange resin producers; or, (3) using the sugars and
lignin to make biochemicals. We believe that one or more of these co-products
could potentially be profitable for the Company.
Our goal is to develop our CTS technology to a commercial scale and then seek to
either enter into a joint venture with or acquire existing corn ethanol plants
to install the CTS technology. The Company is also looking into converting
ethanol to jet fuel. To minimize dilution to shareholders, we will seek
project-based financing to build (or acquire and retrofit) or joint venture with
existing ethanol producers to produce cellulosic ethanol and lignin and other
specialty chemicals from our CTS system. We believe retrofitting existing plants
with the CTS technology may achieve more rapid commercialization than building
new plants. If 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 technology or forming joint ventures with foreign domestic
partners to build plants ourselves.
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. (D6 is for corn
ethanol). The value of the D3 RIN fluctuates, but as of this filing, it is
approximately $1.95 per gallon of ethanol. To profit from these incentives, the
Company plans to apply for these D3 RIN credits as it brings its first plant
into commercial operation.
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 generated $194,319 in revenue, however it has
not generated any revenues from its core business.
Capital Formation
From January 1, 2022 through the date of filing, 12,450,148 warrants were
exercised for proceeds of $177,251.
From January 1, 2022 through the date of filing, 350,000 options were exercised
for proceeds of $15,900.
From January 1, 2022, through the date of filing, the Company issued 11,671,662
shares at prices ranging from $0.15 to $0.15 per share for proceeds of
$1,750,750.
From January 1, 2022 through the date of filing, the Company issued an aggregate
of 952,119 shares of its common stock for services valued at $160,550.
From January 1, 2022 through the date of filing, the Company issued an aggregate
of 77,333 warrants for services. Using a Black-Scholes asset-pricing model,
these warrants were valued at $9,773.
Results of Operations
Comparison of the year ended December 31, 2022, to December 31, 2021
For the year ended December 31, 2022, the Company recognized $0 in revenue and
also $0 in 2021.
For the year ended December 31, 2022, the Company's general and administrative
expenses increased by $507,011 to $1,541,959 from $1,034,948 in 2021. This
increase is primarily due to the vesting and expensing of options in 2022 valued
at $526,636, as compared to $31,104 non-cash stock compensation in 2021.
Interest expense decreased in the year ended December 31, 2022 by $4,366 to
$29,406 from $33,772 in 2021.
For the year ended December 31, 2022, the Company received a loan forgiveness of
$0 versus $66,330 in 2021.
Research and Development
The Company expenses all research and development costs as incurred. For the
years ended December 31, 2022, and 2021, the amounts charged to research and
development expenses were $2,350,218 and $1,103,436, respectively. The increase
is largely due to the vesting of options in 2022 valued at $1,038,953, versus $0
in 2021.
11
Liquidity and Capital Resources
Liquidity
As of December 31, 2022, the Company had $211,901 in cash and total
stockholders' equity December 31, 2022, was negative $2,356,917. As of December
31, 2021 the Company had $1,164,664 in cash and total stockholders' equity at
December 31, 2021 was negative $1,396,046. Total debt, including advances,
accounts payable and other notes payable at December 31, 2022, together with
interest payable thereon and contingent liabilities, was $3,462,835 an increase
of $228,542 from December 31, 2021, where it stood at $3,234,293. This increase
is primarily attributable to a renewal of the lease which increased liabilities
by $108,809. $2,738,132 of the remaining debt was renegotiated to be payable out
of future revenue or future profits and otherwise does not come due.
During the fiscal year ended December 31, 2022, the Company's operating expenses
increased $1,760,408 to $3,932,276 from $2,171,868 in 2021. This increase can
primarily be attributed to equity based compensation of $1,565,589 in 2022 due
to the vesting of options.
During the fiscal year ended December 31, 2022, the Company's investing
activities used $205,502 in cash. This can be attributed to $138,170 used to
purchase machinery and equipment, and $67,350 in patent costs. These are to be
compared with $233,132 in cash used in fiscal year ended December 31, 2021,
which consisted of $216,390 used to purchase machinery and equipment, and
$16,742 in patent expenses.
During the fiscal year ended December 31, 2022, the Company generated an
aggregate of $1,288,900 through its financing activities, which is a decrease of
$2,287,567 from $3,576,467 raised during fiscal year ended December 31, 2021.
This decrease from the prior year can be attributed to $1,168,000 raised in
private placements as compared to $2,260,750 in 2021, and $120,900 received from
the exercise of warrants as compared to $1,315,717 in 2021.
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 around $15 million to optimize and scale up its CTS system
to be commercially ready. The Company anticipates reaching this stage in around
12-18 months. There is no guarantee that we will achieve all of the additional
funding that is needed.
As of the date of filing, the Company has raised $655,001 through a private
placement and the exercise of warrants in 2023, $1,288,900 in 2022, through the
issuance of common stock and the exercise of warrants and options, in addition
to $14,826,952 raised through the end of 2021 through its private placement
offerings, and in addition to capital raised through debt or convertible notes.
However, there is no guarantee that the company will be able to raise any
additional capital on terms acceptable to the Company.
The inability to obtain this funding either in the near term and/or longer term
will materially affect the ability of the Company to implement its business plan
of operations and jeopardize the viability of the Company. In that case, the
Company may need to re-evaluate and revise its operations.
Going Concern
The Company has incurred losses since inception, and it may be unable to raise
further capital. At December 31, 2022, the Company had a working capital deficit
of $383,700 and had incurred accumulated losses of $52,781,586 since its
inception. The Company expects to incur significant additional losses in
connection with its continued start-up activities. As disclosed in Note 2 to the
financial statements, there is substantial doubt as to 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.
Equity
As of December 31, 2022, shareholders' equity was negative $(2,356,917).
There were 289,941,623 shares of common stock issued and outstanding as of
December 31, 2022.
There were no preferred shares outstanding.
The Company has paid no dividends.
12
Critical 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 exercised control,
if any, and there are currently none.
Principles of Consolidation
The Company's consolidated financial statements include the accounts of the
Company and its then-existing 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. The
Company's proportionate share of net income or loss of the entity is recorded in
the Consolidated Statements of Earnings.
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.
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 under in accordance with ASC Topic 718, ASC Topic 505, "Equity Payments to
Non-Employees" or other applicable authoritative guidance.
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. The Company monitors its investment for
impairment at least annually and makes appropriate reductions in the carrying
value if it determines that an impairment charge is required based on
qualitative and quantitative information.
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BLUE BIOFUELS, INC. 