BlueFire Equipment : Disclosure Statement

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

BlueFire Equipment Corp.

A Colorado Corporation

487 Ouellette Avenue Windsor, Ontario N9AJ2 Canada

(519)[e-mail]: 1547705

Annual Report

For the Period Ending: December 31, 2021

As of December 31, 2021, the number of shares outstanding of our Common Stock was:

33,947,368

As of December 31, 2020, the number of shares outstanding of our Common Stock was:

33,947,368

As of December 31, 2019, the number of shares outstanding of our Common Stock was:

33,947,368

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes:

No: xIndicate by check mark whether the company's shell status has changed since the previous reporting period:Yes:

No: xIndicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:Yes:

No: x

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are direc-tors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being con-verted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1)Name of the issuer and its predecessors (if any)

In answering this item, please also provide any names used by predecessor entities in the past five years and the dates of the name changes.

Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Incorporated in Delaware on June 10, 2008, changed domiciles on September 27, 2021 to Colorado in good stand-ing in Colorado on January 5, 2022.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently antici-pated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

487 Ouellette Avenue, Windsor, Ontario N9AJ2 Canada

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: x

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes:No: x

2)Security Information

Trading symbol:

Exact title and class of securities outstanding: CUSIP:

BLFR Common

78446R108

Par or stated value:

.001

Total shares authorized: Total shares outstanding:

2,000,000,000 as of date: December 31, 2021

• 33,947,368 as of date: December 31, 2021

  Number of shares in the Public Float2: Total number of shareholders of record:

• 12,143,315 as of date: December 31, 2021

6

as of date: December 31, 2021

Additional class of securities (if any):

Trading symbol:

N/A

Exact title and class of securities outstanding: CUSIP:

Par or stated value: Total shares authorized: Total shares outstanding:

Series A Preferred N/A $0.0001 50,000,000 as of date: December 31, 2021 0 as of date: December 31, 2021

Each share of Series A Preferred Stock is convertible into shares of the Corporation's common stock on a one for one ba-sis but carries voting rights equal to 21 votes for each share of Series A Preferred Stock held

Trading symbol:	N/A
Exact title and class of securities outstanding:	Series B Preferred
CUSIP:	N/A
Par or stated value:	$0.0001
Total shares authorized:	50,000,000 as of date: December 31, 2021

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

Total shares outstanding:

1,000,000

as of date: December 31, 2021

Each share of Series B Preferred Stock is non-voting and is convertible into 19% of the Common Stock issued and out-standing at the time of conversion.

Transfer Agent

Name: Direct Transfer, Inc. Phone: [phone] Email:[e-mail]

Address: One Glenwood Ave. Suite 1001 Raleigh, NC 27603

Is the Transfer Agent registered under the Exchange Act?

Yes: x No:

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently antici-pated or that occurred within the past 12 months:

None

3)Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent

interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fis-cal years and any subsequent periods:

Number of Shares out-standing as of September 30, 2021

Opening Balance: Common: 33,947,368 Preferred: 2,000,000

*Right-click the rows below and select "Insert" to add rows as needed.

Date of Transaction	Transaction type (e.g. new is-suance, cancellation, shares re-turned to treasury)	Number of Shares Issued (or cancelled)	Class of Securities	Value of shares issued ($/per share) at Is-suance	Were the shares issued at a dis-count to market price at the time of is-suance? (Yes/No)	Individual/ Enti-ty Shares were issued to (enti-ties must have individual with voting / invest-ment control disclosed).	Reason for share issuance (e.g. for cash or debt conver-sion) OR Nature of Services Provided (if applicable)	Restricted or Unre-stricted as of this fil-ing?	Exemption or Registra-tion Type?
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Shares Out-standing on December 31, 2021	Ending Balance: Common: 33,947,368 Preferred: 2,000,000

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2020, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2020 through September 30, 2020 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe any issuance of promissory notes, convertible notes or con-vertible debentures in the past two completed fiscal years and any subsequent interim period.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements:

Date of Note Is-suance	Outstand-ing Balance ($)	Principal Amount at Issuance ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Name of Note-holder	Reason for Issuance (e.g. Loan, Services, etc.)
4/1/2011	$0	$100,000	4/1/2012	Discount to market per WMA Settlement pre Naijar to debt forgive-ness.	Imad Naijar	See Note 1, Note 3 and Note 5
7/1/2011	$0	$25,000	7/1/2012	Discount to market per WMA Settlement pre Naijar to debt forgive-ness.	Imad Naijar	See Note 1, Note 3 and Note 5
8/11/2011	$0	$25,000	8/11/2012	Discount to market per WMA Settlement pre Naijar to debt forgive-ness.	Imad Naijar	See Note 1, Note 3 and Note 5
4/10/2013	$0	$150,000	4/10/2014	Discount to market per WMA Settlement pre Naijar to debt forgive-ness.	Imad Naijar	See Note 1, Note 2, Note 3 and Note 5
8/6/2013	$0	$50,000	8/6/2014	Discount to market per WMA Settlement pre Naijar to debt forgive-ness.	Imad Naijar	See Note 1, Note 2, Note 3 and Note 5
9/25/2013	$0	$50,000	9/25/2014	Discount to market per WMA Settlement pre Naijar to debt forgive-ness.	Imad Naijar	See Note 1, Note 2, Note 3 and Note 5
11/22/2013	$0	$50,000	11/22/2014	Discount to market per WMA Settlement pre Naijar to debt forgive-ness.	Imad Naijar	See Note 1, Note 2, Note 3 and Note 5
10/18/2018	$0	$1,969	10/18/2019	50% discount to the bid on the day prior to the date of conversion.	Imad Naijar	See Note 4 and Note 5
10/28/2018	$0	$3,000	10/18/2019	50% discount to the bid on the day prior to the date of conversion.	Amanda Korn	See Note 4 and Note 5
12/31/2018	$0	$12,874	12/31/2019	50% discount to the bid on the day prior to the date of conversion.	Ali Ahmed	See Note 4 and Note 5
3/7/2019	$0	$3,780	3/7/2020	50% discount to the bid on the day prior to the date of conversion.	Amanda Korn	See Note 4 and Note 5

Use the space below to provide any additional details, including footnotes to the table above:

Notes:

(1) The original issuance was made as a cash loan to the Corporation. Mr. Imad Al Naijar acquired 100% this promissory note from

World Market Ventures, Inc. who had acquired it from Cannon Investments, Inc. who had acquired it from Tyson Rhodes. World Market Ventures, Inc. acquired the note in a series of transactions that also included settlements for shares issuable. It was neces-sary for the note(s) to remain outstanding due largely to a provision in this and three other related settlement agreements that con-tained a collective "equity blocker" provision. The equity blocker allowed WMV to be able to receive a very large number of shares of the Corporation and at the same time to avoid becoming an "affiliate" by limiting the shares that could be issued to it at any given time (to a maximum of 9.9% of the total issued and outstanding number of shares). By accepting only equity as pay-ment for the debt that it was owed by the Corporation, WMV planned to convert the debt in pieces, sell the shares it received on conversion at its own pace, as long as WMV wasn't an affiliate or control person. By entering into the agreements allowing con-version of the debt into equity, WMV allowed the Corporation to avoid needing cash to satisfy the notes, it avoided having penal-ties and interest to continue to climb and it got the Corporation out of a position of default with respect to those loans. The settle-ments were clear that only shares of stock could be used to pay the balances due under the notes and what that meant was notes needed to remain outstanding as obligations of the Corporation in order to have the conversion notices function properly. That is each time a conversion notice is given, shares are issuable, and the total number of shares issuable and the value that had previous-ly been set would be deducted as the shares related to that conversion became issuable (they could not be considered "issuable" or "due to subscriber" prior to the issuance of a specific conversion notice; this is so even if the terms were already known because that would violate the Corporation's obligation under the equity blocker provisions. Stated a little differently, the conversion rate had been agreed to in advance BUT it was a critical part of the settlement agreements that the equity blocker(s) be in place and that the shares could not be issued until the note holder sent a conversion notice. Only then could and would the shares be issuable. Until then, although the reduced balance due under the settlement agreements was only payable in shares, the liabilities were ex-pressed and carried as monetary amounts due (not shares due.) This is because, if all of the shares needed to satisfy the debt to be settled had been issued at one time or became due and owing at one time, WMV would have become an affiliate of the Corpora-tion and in becoming an affiliate, WMV would have also become a "control person," both of which would have worked directly against WMV's ability to sell shares (a very important element necessary to induce WMV to become willing to limit the considera-tion it could receive from the Corporation to only equity.) This is critical because WMV would not have agreed to limit the con-sideration it was willing to receive, to shares of stock only. That is, if there were going to be limitations such as those imposed on affiliates and control persons; limitations that would reduce the frequency of sales or amounts of shares that could be sold and