UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~June~~September 30, 2015

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~April~~July 1, 2015 to ~~June~~September 30, 2015.

Commission file number 000-52852

BIOFUELS POWER CORPORATION

(Exact name of registrant as specified in its charter)

TEXAS	56-2471691
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

20202 Highway 59 North., Suite 210
Humble, Texas	77338
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code (281) 364-7590

Securities Registered pursuant to Section 12(g) of the Act

Common Stock, par value $0.001 per share

Indicate by check mark whether the registrant (1) has 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 and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Title of Class	Outstanding at ~~August~~November 10, 2015
Common Stock, $0.001 Par Value	34,672,760 Shares

Table of Contents

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	PAGE
ITEM 1	Financial Statements
	Balance Sheets as of June 30, 2015 and December 31, 2014	F-1
	Condensed Consolidated Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014	F-1
	Unaudited Consolidated Condensed Statements of Operations for the six months ended June 30, 2015 and 2014	F-2
	Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2015 and 2014	F-2
	Unaudited Consolidated Condensed Statements of Cash Flow for the six months ended June 30, 2015 and 2014	F-3
	Unaudited Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2015 and 2014	F-3
	Unaudited Consolidated Statement of Stockholders' Equity for the six months ended June 30, 2015	F-4
	Unaudited Condensed Consolidated Statement of Stockholders' Deficit for the nine months ended September 30, 2015	F-4
	Notes to Unaudited Consolidated Condensed Financial Statements	F-5 - F-10
	Notes to Unaudited Condensed Consolidated Financial Statements	F-5 - F-10
ITEM 2	Management's Discussion and Analysis of Financial Condition and Plan of ~~Operation~~Operations	3
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	4
ITEM 4	Controls and Procedures	4
PART II	OTHER INFORMATION
ITEM 1	Legal Proceedings	76
ITEM 1A	Risk Factors	76
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	76
ITEM 3	Defaults Upon Senior Securities	76
ITEM 4	Submission of Matters to a Vote of Security Holders	76
ITEM 5	Other Information	76
ITEM 6	Exhibits	76
	SIGNATURES	87

Table of Contents

PART I – FINANCIAL INFORMATION

~~June~~ITEM 1. FINANCIAL ~~30, 2015 and December 31, 2014~~STATEMENTS

BIOFUELS POWER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2015			2014
	UNAUDITED			AUDITED
ASSETS
Current Assets
Cash and cash equivalents	$	28,197		$	2,245
Accounts receivable		833,110			833,110
Prepaid expenses		-			-
Total Current Assets		861,307			835,355
Property and equipment, net		1,449,998			1,434,083
Total Assets		2,311,305			2,269,438
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts payable		960,040			953,487
Deposits and advances		-			-
Notes payable, unsecured		30,065			30,065
Notes payable, secured		3,312,043			3,131,668
Interest payable		3,545,436			3,256,980
Total Current Liabilities		7,847,584			7,372,200
Long Term Debt
Notes payable, unsecured		191,250			191,250
Total Liabilities		8,038,834			7,563,450
Stockholders' Equity
Common stock, $.001 par value, 50,000,000 shares authorized; 34,672,760 and 31,442,760 shares issued and outstanding, respectively		34,685			34,685
Additional paid in capital		13,077,264			13,077,264
Accumulated deficit		(18,839,479	)		(18,405,963	)
Total Stockholders' Equity		(5,727,529	)		(5,294,012	)
	$	2,311,305		$	2,269,438

September 30, 2015 and December 31, 2014

See accompanying notes to consolidated financial statements

	September 30,			December 31,
	2015			2014
	UNAUDITED			AUDITED
ASSETS

Current Assets
Cash	$	54		$	2,245
Receivable from joint venture		-			833,110

Total Current Assets		54			835,355

Property and equipment, net		1,455,190			1,434,083

Other Assets
Receivable from joint venture		833,110			-

Total Assets	$	2,288,354		$	2,269,438


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable	$	963,538		$	953,489
Notes payable, unsecured		30,065			30,065
Notes payable, secured		3,334,347			3,131,668
Interest payable		3,697,694			3,256,980

Total Current Liabilities		8,025,644			7,372,202

Long Term Debt
Notes payable, unsecured		191,250			191,250


Total Liabilities		8,216,894			7,563,452

Stockholders' Equity (Deficit)
Common stock, $.001 par value, 50,000,000 shares authorized; 34,672,760 shares issued and outstanding		34,673			34,673
Additional paid-in capital		13,077,276			13,077,276
Accumulated deficit		(19,040,489	)		(18,405,963	)

Total Stockholders’ Deficit		(5,928,540	)		(5,294,014	)

Total Liabilities and Stockholders’ Deficit	$	2,288,354		$	2,269,438

See accompanying notes to unaudited condensed consolidated financial statements.

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Table of Contents

BIOFUELS POWER CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

~~BIOFUELS~~For ~~POWER~~the ~~CORPORATION~~nine months ended September 30, 2015 and 2014

For the six months ended June 30, 2015 and 2014

	2015			2014
Revenue
Sales	$	-		$	-

Cost of sales		-			-

Gross profit		-			-

Selling, general and administrative expenses		193,813			375,162

Operating loss		(193,813	)		(375,162	)

Other expense:
Interest expense		(440,713	)		(425,031	)

Total other expense		(440,713	)		(425,031	)

Net loss	$	(634,526	)	$	(800,193	)

Basic and diluted loss per common share	$	(0.02	)	$	(0.02	)

Weighted average common shares outstanding - basic and diluted		34,672,760			32,046,842

	For the six months ended June 30,
	2015			2014
Revenue
Sales	$	-		$	-
Cost of sales		-			-
Gross profit (deficit)		-			-
Selling, general and administrative expenses		145,060			218,010
Operating loss		(145,060	)		(218,010	)
Other Income:
Other income, net		-
Gain (loss) on disposition of fixed assets		-			-
Interest expense		(288,456	)		(281,743	)
Total other income (loss), net		(288,456	)		(281,743	)
Net income (loss)	$	(433,516	)	$	(499,753	)
Basic and diluted net income (loss) per common share	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding - basic and diluted		34,672,760			31,593,719

See accompanying notes to unaudited condensed consolidated financial statements.

See accompanying notes to consolidated financial statements

F-2

Table of Contents

BIOFUELS POWER CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~BIOFUELS~~For ~~POWER~~the ~~CORPORATION~~nine months ended September 30, 2015 and 2014

For the six months ended June 30, 2015 and 2014

	2015			2014

Cash flows from operating activities:
Net loss	$	(634,526	)	$	(800,194	)
Changes in operating assets and liabilities:
Accounts payable		10,049			(1,112	)
Accrued interest payable		440,714			425,030

Net cash used in operating activities		(183,763	)		(376,276	)

Cash flows from investing activities:
Acquisition cost of property improvements		(21,107	)		(162,558	)

Cash flows from financing activities:
Proceeds from notes		202,679			5,600
Proceeds from sales of common stock		-			646,000

Net cash provided by financing activities		202,679			651,600

Net increase (decrease) in cash		(2,191	)		112,766

Cash, beginning of period		2,245			222

Cash, end of period	$	54		$	112,988

	For the six months ended June 30,
	2015			2014
Cash flows from operating activities:
Net income (loss)	$	(433,516	)	$	(499,753	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			-
Minority interest		-			-
Changes in operating assets and liabilities:
Accounts receivable		-
Accounts payable		6,551			(9,447	)
Deposits and advances		-			150,000
Accrued interest payable		288,456			281,741
Accrued expenses and other, net		-			-
Net Cash provided (used) in operating activities		(138,509	)		(77,459	)
Cash flows from investing activities:
Acquisition cost of property improvements		(15,915	)		(118,058	)
Cash flows from financing activities:
Net proceeds from notes		180,375			5,600
Net proceeds from sales of common stock		-			290,000
Net cash provided by financing activities		180,375			295,600
Net increase (decrease) in cash and cash equivalents		25,951			100,083
Cash and cash equivalents, beginning of period		2,245			222
Cash and cash equivalents, end of period	$	28,197		$	100,306

See accompanying notes to unaudited condensed consolidated financial statements.

See accompanying notes to consolidated financial statements

F-3

Table of Contents

~~For~~BIOFUELS ~~the~~POWER ~~six months ended June 30, 2015~~CORPORATION

					Additional
	Common Stock				Paid In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2014		34,672,760		34,685		13,077,264		(18,405,963	)		(5,294,012	)
Issuance of common stock		-		-		-					-
Net income (loss)		-		-		-		(433,516	)		(433,516	)
Balance at June 30, 2015		34,672,760	$	34,685	$	13,077,264	$	(18,839,479	)	$	(5,727,529	)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

~~See~~For ~~accompanying~~the ~~notes~~nine tomonths ~~consolidated~~ended ~~financial~~September ~~statements~~30, 2015

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance at December 31, 2014 (audited)		34,672,760	$	34,673	$	13,077,276	$	(18,405,963	)	$	(5,294,012	)

Net loss (unaudited)		-		-		-		(634,526	)		(634,526	)

Balance at September 30, 2015 (unaudited)		34,672,760	$	34,673	$	13,077,276	$	(19,040,489	)	$	(5,928,539	)

See accompanying notes to unaudited condensed consolidated financial statements.

F-4

Table of Contents

BIOFUELS POWER CORPORATION

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Information with respect to events occurring after December 31, 2014 is unaudited)

1. Description of Company and Summary of Significant Accounting Policies

1Background Biofuels Power Corporation (“BPC”), a Texas corporation, was incorporated in 2004 as Aegis Products, Inc. ~~Summary~~ The Company is a distributed energy company that pioneered the use of ~~Significant~~biodiesel ~~Accounting~~to ~~Policies~~fuel small electric generating facilities that are located in close proximity to end-users. Since 2010 BPC has shifted to developing gas-to-liquids (“GTL”) projects which can economically produce stranded gas reserves.

Basis of Presentation The accompanying interim unaudited consolidated condensed financial statements have been prepared without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto of Biofuels Power Corp. (the "Company") for the year ended December 31, 2014. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods presented have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the respective full year.

The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for a complete presentation of annual financial statements.

Background Biofuels Power Corp. (“BPC”), a Texas corporation, was incorporated in 2004 as Aegis Products, Inc. The Company is a distributed energy company that pioneered the use of biodiesel to fuel small electric generating facilities that are located in close proximity to end-users. Since 2010 BPC has shifted to developing gas-to-liquids (“GTL”) projects which can economically produce stranded gas reserves.

Aegis Products, Inc. was incorporated in Texas on January 20, 2004 as a wholly owned subsidiary of Texoga Technologies Corp. (“Texoga”). Effective December 31, 2004, Aegis was spun off from Texoga through a share distribution to the Texoga shareholders with 87 owners receiving a total of 14,512,380 shares. During 2006, the Texoga BioFuels 2006-1 and 2006-2 partnerships were established and each raised $3.5 million to develop biofueled power projects in the Houston, Texas area. Texoga began serving as the general partner and on November 6, 2006, Texoga transferred its general partner role to Aegis which simultaneously changed its name to Biofuels Power Corp (“BPC”). Since 2012, BPC has focused its energies on developing modular GTL facilities to be used to economically produce stranded gas reserves into transportable liquid hydrocarbons.

During 2007 BPC created a wholly owned subsidiary, Alternative Energy Consultants, LLC (“AEC”). AEC will engage in the business of designing and building of energy projects. During 2014, BPC created Independence Synfuel, LLC (“Independence”) which will house our joint venture to develop gas-to-liquids projects. There are not currently any operating activity in AEC or Independence Synfuel.

~~Consolidation In~~On ~~accordance~~March ~~with~~26, ~~FIN~~2012 ~~46(R),~~the ~~which~~Company ~~requires~~announced ~~the~~that ~~consolidation~~it has signed a letter of ~~certain~~intent ~~variable~~with ~~interest~~Liberty ~~entities~~GTL, ~~these~~Inc. ~~unaudited~~to ~~consolidated~~perform ~~condensed~~a ~~financial~~feasibility ~~statements~~study ~~include~~related to the ~~accounts~~construction of ~~BPC,~~a ~~Texoga~~small ~~BioFuels~~scale, ~~2006~~modular gas-1,to-liquids ~~Ltd,~~(“GTL”) facility located at the company’s Houston Clean Energy Park (“~~TBF-1~~GTL Plant”). The ~~and~~technology ~~Texoga~~under ~~BioFuels~~consideration ~~2006-2~~for the feasibility study is not new or untested but rather links conventional equipment in a unique way. The feasibility study has been completed at a cost of approximately $3 million. On July 9, 2014 the company executed a Joint Cooperation Agreement – Letter of Intent with ThyssenKrupp Industrial Solutions (Africa) Pty Ltd. (“~~TBF-2~~Krupp”)~~. BPC~~ and Liberty GTL, ~~TBF-1~~Inc. ~~and~~to ~~TBF-2~~build ~~are~~a ~~referred~~small-scale Gas to ~~collectively~~Liquids asdemonstration facility in Houston, Texas at the ~~“Company”~~company’s H.O. Clarke industrial site. ~~For~~Krupp ~~presentation~~has ~~purposes,~~agreed ~~the~~to ~~equity~~provide ~~interests~~technical services and contribute an auto-thermal reformer pilot plant of ~~the~~proven ~~limited~~design. Liberty ~~partners~~has inagreed ~~TBF-1~~to provide intellectual property and ~~TBF~~operating know-2how ~~have~~regarding ~~been~~crude ~~reflected~~oil assynthesis ~~minority~~along ~~interest~~with ~~shareholders~~the relevant catalyst supply. The ~~unaudited~~parties ~~consolidated~~have ~~condensed~~established ~~financial~~a ~~statements~~non-binding ~~also~~target ~~include~~date ~~the~~to ~~accounts~~complete installation and commissioning of ~~Alternative~~the ~~Energy~~GTL ~~Consultants,~~pilot ~~LLC,~~plant ~~which~~during 2015. The purpose of the two year project is ato ~~wholly~~commercially ~~owned~~demonstrate ~~subsidiary~~converting ofstranded ~~BPC. All~~natural ~~material~~gas ~~intercompany~~resources ~~transactions~~to ~~have~~synthetic ~~been~~crude ~~eliminated~~oil inand ~~consolidation~~will require a further addition of one or more Fischer Tropsch reactors for testing.

~~Use~~In ofOctober 2014 ~~Estimates~~the ~~and~~Company ~~Assumptions The~~formed ~~preparation~~Independence ofGTL ~~financial~~LLC ~~statements~~and inIndependence ~~conformity~~Synfuel, ~~with~~LP, ~~accounting~~entities ~~principles~~that ~~generally~~may ~~accepted~~be inused ~~the~~to ~~United~~form ~~States~~a ofLimited ~~America~~Partnership ~~(“U.S.”)~~that ~~requires~~may ~~management~~fund up to ~~make~~$50 ~~estimates~~million ~~and~~to ~~assumptions~~complete ~~that~~both ~~affect~~ the ~~reported~~small-scale ~~amounts~~GTL ofpilot ~~assets~~project and ~~liabilities~~a ~~and~~large-scale ~~disclosure~~500 ofbarrel ~~contingent~~per ~~assets~~day ~~and~~GTL ~~liabilities~~ at the ~~date~~H.O. ofClarke ~~the~~industrial ~~financial~~site. As ~~statements~~contemplated, ~~and~~ the ~~reported~~Company ~~amounts~~may ofcontribute ~~revenues~~services, equipment and ~~expenses~~land ~~during~~for ~~the~~an ~~reported~~ownership ~~periods. Actual~~interest ~~results~~in ~~could~~the ~~materially differ from those estimates~~partnership.

~~Cash~~Basis ~~and~~of ~~Cash~~Presentation ~~Equivalents~~ The ~~Company~~accompanying ~~considers~~interim ~~any~~unaudited ~~highly~~consolidated ~~liquid~~condensed ~~debt~~financial ~~instruments~~statements ~~purchased~~have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Act of 1934, as amended, (the “Exchange Act”) and Article 8-03 of Regulation S-X under the Exchange Act . Certain information and footnote disclosures normally included in financial statements prepared in accordance with anaccounting ~~original~~principles ~~maturity~~generally accepted in the United States of ~~three~~America ~~months~~have been condensed or ~~less~~omitted pursuant to such rules and regulations. These unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto of the annual report on Form 10-K of Biofuels Power Corporation (the "Company") for the year ended December 31, 2014 filed on May 1, 2015. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash ~~equivalents~~flows for the interim periods presented have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the respective full year.

F-5

Table of Contents

~~Convertible~~Consolidation In ~~Debt~~accordance ~~Financing~~with the Accounting Standards Codification (“ASC”) Topic 810, Consolidation, which requires the consolidation of certain variable interest entities, these unaudited consolidated condensed financial statements include the accounts of BPC, Texoga BioFuels 2006-1, ~~Derivative~~Ltd, ~~Liabilities~~(“TBF-1”) and Texoga BioFuels 2006-2, Ltd. (“TBF-2”). BPC, TBF-1 and TBF-2 are referred to collectively as the “Company”. For presentation purposes, the equity interests of the limited partners in TBF-1 and TBF-2 have been reflected as minority interest shareholders. The unaudited consolidated condensed financial statements also include the accounts of Alternative Energy Consultants, LLC, which is a wholly owned subsidiary of BPC. All material intercompany transactions have been eliminated in consolidation.

~~The~~Use ~~Company reviews the terms~~ of ~~convertible~~Estimates ~~debt~~ and ~~equity~~Assumptions The ~~instruments~~preparation ~~issued~~of tofinancial ~~determine~~statements ~~whether~~in ~~there~~conformity ~~are~~with ~~embedded~~accounting ~~derivative~~principles ~~instruments,~~generally ~~including~~accepted ~~embedded~~in ~~conversion~~the ~~options~~United ~~that~~States ~~are~~of ~~required~~America ~~to be bifurcated and accounted for separately as a derivative financial instrument~~(“U.S.”) Inrequires ~~circumstances~~management ~~where~~to ~~the~~make ~~convertible~~estimates ~~instrument~~and ~~contains~~assumptions ~~more than one embedded derivative instrument, including the conversion option,~~ that isaffect ~~required to be bifurcated,~~ the ~~bifurcated~~reported ~~derivative~~amounts ~~instruments~~of ~~are~~assets ~~accounted~~and ~~for~~liabilities asand adisclosure ~~single,~~of ~~compound~~contingent ~~derivative~~assets ~~instrument.~~and ~~Also,~~liabilities inat ~~connection with~~ the ~~sale~~date of ~~convertible~~the ~~debt~~financial statements and ~~equity instruments,~~ the ~~Company~~reported ~~may~~amounts ~~issue~~of ~~freestanding~~revenues ~~options~~and orexpenses ~~warrants~~during ~~that~~the ~~may,~~reported ~~depending~~periods. Actual onresults ~~their~~could ~~terms,~~materially bediffer ~~accounted~~from those ~~for as derivative instrument liabilities, rather than as equity~~estimates.

InCash ~~accordance~~Equivalents The ~~with~~Company ~~SFAS~~considers ~~No.~~any ~~133,~~highly ~~“Accounting~~liquid ~~for Derivative Instruments and Hedging Activities,” as amended, the convertible~~ debt ~~holder’s~~instruments ~~conversion~~purchased ~~right~~with ~~provision,~~an ~~contained~~original inmaturity ~~the~~of ~~terms~~three ~~governing~~months ~~the~~or ~~convertible~~less ~~notes is not clearly and closely related~~ to ~~the~~be ~~characteristics~~cash ~~of the notes~~equivalents. There ~~Accordingly,~~are ~~the~~no ~~feature~~cash ~~qualifies as~~equivalents ~~embedded derivative instruments~~ at ~~issuance~~September ~~and~~30, ~~because it~~2015 ~~does~~and ~~not~~December ~~qualify for any scope exception within SFAS No. 133~~31, ~~it is required by SFAS No~~2014. ~~133 to be accounted for separately from the debt instrument and recorded as a derivative instrument liability.~~

Receivable for Joint Venture The Company has entered into a joint venture agreement with Liberty GTL, SA for the purpose of funding and constructing a pilot gas to liquids (GTL) plant at the Hiram Clarke facility, Houston, Texas. The initial joint venture agreement was executed May 25, 2012, and has been amended December 10, 2013, July 9, 2014, and February 26, 2015. The equipment to be used has been billed to both Biofuels Power Corporation and to Liberty GTL, SA as of December 31, 2014. The equipment invoice is reflected in the accounts payable of the Company as well as engineering fees. Biofuels Power Corporation has recorded an accounts receivable from the joint venture as a result of recognizing the joint venture accounts payable. As of ~~June~~September 30, 2015 and December 31, 2014 the receivable from the joint venture was $833,110. The receivable was reported as a current asset as of December 31, 2014, but was reclassified as an other asset as of September 30, 2015. Management has determined that the receivable will convert into either a fixed asset or a joint venture interest with the offsetting liability being paid by the joint venture.

Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for normal repairs and maintenance are charged to expense as incurred. Fixed assets are depreciated using the straight-line method for financial reporting purposes over their estimated useful life of 3 to 5 years. The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any gain or loss is included in operations.

Impairment of Long-Lived Assets On March 20, 2009, the Company purchased a 79-acre tract in Harris County, Texas which was formerly the site of a Houston Lighting & Power generating facility, and currently has an existing connection to the CenterPoint grid. The Company has moved its turbine generator to the newly acquired facility. As of ~~June~~September 30, 2015, the Company has $1,~~366~~372,~~960~~152 of acquisition cost including $95,~~898~~192 during the quarter ended ~~June~~September 30, 2015. The assets have not been put into operation; therefore no depreciation expense is reflected in these financial statements.

~~Income~~Convertible ~~Taxes~~ Debt Financing - Derivative Liabilities The Company ~~uses~~reviews the ~~liability~~terms ~~method~~of inconvertible ~~accounting~~debt ~~for~~and ~~income~~equity ~~taxes. Under~~instruments ~~this~~issued ~~method,~~to ~~deferred~~determine ~~tax~~whether ~~assets~~there ~~and~~are ~~liabilities~~embedded ~~are~~derivative ~~determined~~instruments, ~~based~~including onembedded ~~differences~~conversion ~~between~~options ~~financial~~that ~~reporting~~are ~~and~~required ~~income~~to ~~tax~~be ~~carrying~~bifurcated ~~amounts~~and ofaccounted ~~assets~~for ~~and~~separately ~~liabilities~~as ~~and~~a ~~are~~derivative ~~measured~~financial ~~using~~instrument. ~~the~~In ~~enacted~~circumstances ~~tax~~where ~~rates~~the ~~and~~convertible ~~laws~~instrument ~~that~~contains ~~will~~more bethan inone ~~effect~~embedded ~~when~~derivative instrument, including the ~~differences~~conversion ~~are~~option, ~~expected~~that is required to ~~reverse. The Company~~be ~~provides~~bifurcated, athe ~~valuation~~bifurcated ~~allowance~~derivative toinstruments ~~reduce~~are ~~deferred~~accounted ~~tax~~for ~~assets~~as toa ~~their~~single, ~~net~~compound ~~realizable~~derivative ~~value~~instrument. ~~The~~Also, ~~Partnership’s~~in ~~taxable~~connection ~~income~~with orthe ~~loss~~sale ~~for~~of ~~any~~convertible ~~period~~debt isand ~~included~~equity ininstruments, the ~~tax~~Company ~~returns~~may ofissue ~~the~~freestanding ~~individual~~options ~~partners~~or ~~and,~~warrants ~~therefore~~that may, ~~the~~depending ~~Partnership~~on ~~does~~their ~~not~~terms, ~~provide~~be accounted for ~~federal~~as ~~income~~derivative ~~taxes~~instrument liabilities, rather than as equity.

~~(Loss)/Income~~In ~~Per~~accordance ~~Common~~with ~~Share The~~ASC ~~Company~~Topic ~~provides~~815 ~~basic~~(“ASC ~~and~~815”), ~~dilutive~~Derivatives ~~(loss)/income~~and ~~per~~Hedging, ~~common~~the ~~share~~convertible ~~information~~debt ~~for~~holder’s ~~each~~conversion ~~period~~right ~~presented. The~~provision, ~~basic~~contained ~~net~~in ~~loss~~the ~~per~~terms ~~common~~governing ~~share~~the convertible notes is ~~computed~~not byclearly ~~dividing~~and ~~the~~closely ~~net~~related ~~(loss)/income~~to by the ~~weighted~~characteristics ~~average number~~ of ~~common~~the ~~shares outstanding~~notes. ~~Diluted~~ ~~net~~Accordingly, ~~(loss)/income per common share is computed by dividing~~ the ~~net~~feature ~~(loss)/income,~~qualifies as ~~adjusted~~embedded onderivative aninstruments ~~"as~~at ifissuance ~~converted" basis~~and, bybecause it ~~the~~does ~~weighted~~not ~~average~~qualify ~~number~~for ofany ~~common~~scope ~~shares~~exception ~~outstanding~~within ~~plus~~ASC ~~potential~~815, ~~dilutive~~it ~~securities. For~~is ~~the~~required ~~six~~by ~~months~~ASC ~~ended~~815 ~~June~~to ~~30,~~be ~~2015~~accounted ~~and~~for ~~June~~separately ~~30,~~from ~~2014,~~ the debt ~~Company~~instrument ~~did~~and ~~not~~recorded ~~have~~as ~~any~~a ~~potential~~derivative ~~dilutive~~instrument ~~securities~~liability. ~~See Stock Purchase agreements below.~~

Stock-Based Compensation The Company has adopted Statement of Financial Accounting Standards 123(R) Share Based Payments (“SFAS 123(R)”), using the modified prospective method. Under the modified prospective method, the Company recognizes compensation expense over the vesting period of the award.

SFAS 123(R) is a revision of SFAS 123, Accounting for Stock-Based Compensation, and supersedes APB No. 25, Accounting for Stock Issued to Employees. Under SFAS 123(R), the cost of employee services received in exchange for stock is measured based on the grant-date fair value (with limited exceptions). That cost is to be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). The fair value of immediately vested shares is determined by reference to quoted prices for similar shares and the fair value of shares issued subject to a service period is estimated using an option-pricing model. Excess tax benefits, as defined in SFAS 123(R) are recognized as addition to paid-in-capital.

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Income Taxes The Company uses the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value. The Company’s deferred tax assets consist mainly of net operating loss carryforwards (NOL’s). At September 30, 2015 and December 31, 2014, the Company provided full valuation allowance on deferred tax assets as the Company may be unable to take full advantage of its NOL for federal income tax purposes should the Company generate taxable income. The TBF-1 and TBF-2 partnership’s taxable income or loss for any period is included in the tax returns of the individual partners and, therefore, the Partnership does not provide for federal income taxes.

(Loss)/Income Per Common Share The Company provides basic and dilutive (loss)/income per common share information for each period presented. The basic net loss per common share is computed by dividing the net (loss)/income by the weighted average number of common shares outstanding. Diluted net (loss)/income per common share is computed by dividing the net (loss)/income, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the nine months ended September 30, 2015 and 2014, the Company did not have any potential dilutive securities. See Stock Purchase agreements below.

Stock-Based Compensation The Company has adopted ASC Topic 718 (“ASC 718”), Compensation-Stock Compensation, using the modified prospective method. Under the modified prospective method, the Company recognizes compensation expense over the vesting period of the award.

Under ASC 718, the cost of employee services received in exchange for stock is measured based on the grant-date fair value (with limited exceptions). That cost is to be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). The fair value of immediately vested shares is determined by reference to quoted prices for similar shares and the fair value of shares issued subject to a service period is estimated using an option-pricing model. Excess tax benefits are recognized as addition to paid-in-capital.

Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. Fair value estimates of financial instruments are based on relevant market information and may be subjective in nature and involve uncertainties and matters of significant judgment. The Company believes that the carrying value of its assets and liabilities approximates the fair value of such items. The Company does not hold or issue financial instruments for trading purposes.

Concentration of Credit Risk Financial instruments which subject the Company to concentrations of credit risk include cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with major financial institutions selected based upon management’s assessment of the banks’ financial stability. Balances periodically exceed the $100,000 federal depository insurance limit. The Company has not experienced any losses on deposits. Accounts receivable generally arise from sales of power to the electric grid. Collateral is generally not required for credit granted. The Company will provide allowances for potential credit losses when necessary.

Recently Issued Accounting Pronouncements ~~FASB~~ On ~~Statement~~May of28, 2014, the Financial Accounting Standards ~~No.~~Board ~~157, “Fair Value Measurements”~~ (“~~SFAS 157~~FASB”), issued inAccounting ~~September~~Standards ~~2006,~~Update ~~establishes~~("ASU") ~~a formal framework for measuring fair value under GAAP~~No. It ~~defines~~2014-09, ~~and~~Revenue ~~codifies~~from ~~the~~Contracts ~~many~~with ~~definitions~~Customers of(Topic ~~fair value included among various other authoritative literature~~606), ~~clarifies~~which ~~and,~~is ina ~~some~~new ~~instances, expands on the~~ guidance ~~for~~that ~~implementing~~establishes ~~fair~~a ~~value~~single ~~measurements,~~core ~~and~~principle ~~increases~~in the ~~level~~recognition of ~~disclosure~~revenue ~~required for fair value measurements. Although SFAS 157 applies~~ to ~~and~~depict ~~amends~~ the ~~provisions~~transfer of ~~existing~~promised ~~FASB~~goods ~~and~~or ~~AICPA~~services ~~pronouncements,~~to itcustomers ~~does~~in ~~not, of~~an ~~itself,~~amount ~~require~~that ~~any~~reflects ~~new~~the ~~fair~~consideration ~~value~~to ~~measurements,~~which ~~nor~~the ~~does~~entity itexpects ~~establish~~to ~~valuation~~be ~~standards. SFAS~~entitled ~~157~~in ~~applies~~exchange tofor ~~all~~those ~~other~~goods ~~accounting pronouncements requiring~~ or ~~permitting~~services. ~~fair~~This ~~value~~guidance ~~measurements,~~will ~~except~~affect ~~for~~any ~~SFAS~~reporting ~~No.~~organization ~~123~~that ~~(R),~~either ~~share-based~~enters ~~payment~~into ~~and~~contracts ~~related~~with ~~pronouncements,~~customers ~~the practicability exceptions~~ to ~~fair~~transfer ~~value~~goods ~~determinations~~or ~~allowed~~services byor ~~various~~enters ~~other~~into ~~authoritative~~contracts ~~pronouncements,~~for ~~and~~the ~~AICPA~~transfer ~~Statements~~ of ~~Position 97~~non-2financial ~~and 98-9 that deal with software revenue recognition~~assets. This ~~statement~~ASU is effective for ~~financial~~fiscal ~~statements~~years, ~~issued~~and ~~for~~interim ~~fiscal~~periods within those years, beginning on or after ~~November~~December 15, ~~2007~~2016, and ~~interim~~early ~~periods~~adoption ~~within~~is ~~those~~not ~~fiscal years~~permitted. The ~~adoption~~Company ofis ~~SFAS~~continuing ~~157~~to ~~did~~evaluate the new guidance and does not ~~have~~believe athat it will have material impact on the ~~Company’s~~current ~~financial~~ condition ~~or results~~ of ~~operations~~the Company.

InOn ~~February~~August ~~2007~~27, 2014, the FASB issued ~~SFAS~~ASU ~~159~~No. 2014-15, ~~“The~~Presentation ~~Fair~~of ~~Value Option for~~ Financial ~~Assets~~Statements ~~and~~– ~~Financial~~Going ~~Liabilities”~~Concern ~~which~~(Subtopic is205-40). This anstandard ~~elective,~~provides ~~irrevocable~~guidance ~~election~~on todetermining ~~measure~~when ~~eligible financial instruments~~ and ~~certain~~how ~~other~~to ~~assets~~disclose ~~and~~going-concern ~~liabilities~~uncertainties atin ~~fair~~the ~~value~~financial ~~on an instrument-by-instrument basis~~statements. The ~~election~~new ~~may~~standard ~~only~~requires bemanagement ~~applied~~to atperform ~~specified~~interim ~~election dates~~ and toannual ~~instruments~~assessments ~~in their entirety rather than to portions~~ of ~~instruments. Upon~~an ~~initial election, the~~ entity's ~~reports~~ability ~~the~~to ~~difference~~continue ~~between the instruments’ carrying value and their fair value~~ as a ~~cumulative-effect~~going ~~adjustment~~concern towithin ~~the~~one ~~opening~~year ~~balance~~ of ~~retained~~the ~~earnings. At each subsequent reporting~~ date, ~~an entity reports in earnings, unrealized gains and losses on items for which~~ the ~~fair~~financial ~~value~~statements ~~option~~are ~~has been elected~~issued. ~~SFAS~~ ~~159~~This ASU is effective for ~~financial~~fiscal ~~statements~~years, ~~issued~~and ~~for~~interim ~~fiscal~~periods within those years, beginning on or after ~~November~~December 15, ~~2007~~2016, ~~and~~with isearly ~~applied~~adoption ~~on a prospective basis~~permitted. ~~Early~~ ~~adoption~~The ofCompany ~~SFAS 159~~ is ~~permitted~~evaluating ~~provided~~ the ~~entity~~new ~~also~~guidance ~~elects~~and plans to ~~adopt~~provide ~~the~~additional ~~provisions of~~information ~~SFAS~~about ~~157~~its asexpected ofimpact ~~the~~at ~~early~~a ~~adoption~~future date ~~selected for SFAS 159~~. ~~The company has decided not to adopt SFAS 159.~~

In December 2007, the FASB issued a revision and replacement of SFAS 141(“SFAS 141R”), “Business Combinations” to increase the relevance, representational faithfulness, and comparability of the information a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141R replaces SFAS 141, “ Business Combinations ” but retains the fundamental requirements of SFAS 141 that the acquisition method of accounting be used and an acquirer be identified for all business combinations. SFAS 141R expands the definition of a business and of a business combination and establishes how the acquirer is to: (1) recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired company; (2) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase; and (3) determine what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is applicable to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, and is to be applied prospectively. Early adoption is prohibited. SFAS 141R will impact the Company only if it elects to enter into a business combination subsequent to December 31, 2008.

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In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51,” to improve the relevance, comparability, and transparency of the financial information a reporting entity provides in its consolidated financial statements. SFAS 160 amends ARB 51 to establish accounting and reporting standards for noncontrolling interests in subsidiaries and to make certain consolidation procedures consistent with the requirements of SFAS 141R. It defines a noncontrolling interest in a subsidiary as an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 changes the way the consolidated income statement is presented by requiring consolidated net income to include amounts attributable to the parent and the noncontrolling interest. SFAS 160 establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that does not result in deconsolidation. SFAS 160 also requires expanded disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. SFAS 160 shall be applied prospectively, with the exception of the presentation and disclosure requirements that shall be applied retrospectively for all periods presented. The Company does not believe that the adoption of SFAS 160 will have a material effect on its consolidated financial position, results of operations or cash flows.

2. Going Concern

During the ~~six~~nine months ended ~~June~~September 30, 2015, the Company has experienced negative financial results as follows:

	2014
Accumulated deficit at December 31, 2014	$	(18,405,963	)
Net loss for six months ended June 30, 2015	$	(433,516	)
Net loss for nine months ended September 30, 2015		(634,526	)
Accumulated deficit at June 30, 2015	$	(18,839,479	)
Accumulated deficit at September 30, 2015	$	(19,040,489	)
Negative cash flows used in operating activities	$	(~~138~~183,~~509~~763	)

Management has developed specific current and long-term plans to address its viability as a going concern as follows:

The Company is attempting to raise funds through debt and/or equity offerings. If successful, these additional funds will be used to provide working capital. Other efforts are on going to raise funds through debt and/or equity offerings.

In the long-term, the Company believes that cash flows from growth in its operations will provide the resources for continued operations.

· The Company is also pursuing other strategic initiatives including a merger or sale of the Company assets, as opportunities are available.

There can be no assurance that the Company will have the ability to implement its business plan and ultimately attain profitability. The Company’s long-term viability as a going concern is dependent upon ~~three~~two key factors, as follows:

	·	The ability of the Company to control costs and increase revenues.
	·	The ability of the Company to ultimately achieve adequate profitability and cash flows from operations to sustain its operations.

3. Property and Equipment

Property and equipment consisted of the following at ~~June~~September 30, 2015 and December 31, 2014:

	2015			2014
Power generating equipment	$	2,048,000		$	2,048,000
Machinery and equipment		31,~~029~~028			31,029
Capitalized Cost - Humble		20,038
Capitalized cost - Humble		20,038			-
79 acres, Harris County, TX – HO Clarke		1,366,960
Buildings and improvements		1,372,152			1,371,083
Less accumulated depreciation		(2,016,028	)		(2,016,028	)
Total property and equipment, net	$	1,~~449~~455,~~998~~190		$	1,434,083

Depreciation expense for the ~~six~~nine months ended ~~June~~September 30, 2015 ~~was $-0-~~ and ~~for the six months ended June 30,~~ 2014 ~~depreciation expense~~ was $-0-. ~~All depreciation is included in Selling, General and Administrative expenses.~~

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4. Notes Payable

As of ~~June~~September 30, 2015, there are three remaining notes payable of $191,250 due to the former limited partners of TBF-1. These notes bear interest at 12.5% due semi-annually. Principal is due in full in forty-eight months from the execution date of the note. The Company continues to accrue interest on these notes which matured in 2013. The notes are not collateralized.

On August 20, 2008, the Company entered into a Securities Purchase Agreement with accredited investors for the purchase of the Company’s convertible promissory notes in the aggregate amount of up to $3,500,000 bearing interest at 18% per annum, payable on or before August 19, ~~2015~~2016. As of ~~June~~September 30, 2015, the Company has ~~received~~borrowed a total amount of $3,~~312~~334,~~043~~347.

The Securities Purchase Agreement contains provisions that if qualified financing is not secured by the maturity date, the Company will be required to issue warrants to the note holders resulting in a valuation of $5,000,000 provided that the strike price is $0.75. In addition, the note holder has the right, but not the obligation, to convert all or a portion of the principal and accrued interest outstanding under its note into shares of common stock.

WeThe ~~have~~Company has evaluated these features of ~~our~~its convertible promissory notes and determined that ~~they~~these meet the definition of embedded derivatives as defined by ~~SFAS~~ASC ~~133~~815, ~~“Accounting for Derivatives~~ and has ~~Hedging Activities”, and have~~ recorded derivative liabilities of $~~8,862~~-0- as of ~~March~~September 3130, ~~2009,~~2015 and ~~$-0- as of~~ December 31, ~~2009, 2010 , 2011, 2012, 2013 and~~ 2014 ~~respectively~~.

5. Stockholders’ ~~Equity~~Deficit

During the ~~six~~nine months ended ~~June~~September 30, 2015, the ~~company~~Company issued no shares of its common stock.

6. Commitments and Contingencies

Contractual obligations

During ~~the fourth quarter~~ 2010, the ~~corporate~~Company ~~offices~~leased ~~relocated~~office tospace ~~shared offices spaces~~ on a month -to -month basis. The Company began making lease payments of $3,063 per month beginning July of 2014.

Litigation

None

7. Related Party Transactions

From August 28, 2008 through ~~March~~September 3130, 2015, ~~twenty (~~20) shareholders of the Company have participated in loans to the Company totaling $3,~~312~~334,~~043~~347 under a Stock Purchase agreement for the purposes of providing funds for capital expenditures and for working capital.

In January 2009, the Company’s former Chief Executive Officer began to make advances for working capital and as of ~~June~~September 30, 2015 and December 31, 2014 the balance of the unsecured note payable iswas $30,065.

8. Subsequent Events

On March 26, 2012 the Company announced that it has signed a letter of intent with Liberty GTL, Inc. to perform a feasibility study related to the construction of a small scale, modular gas-to-liquids (“GTL”) facility located at the company’s Houston Clean Energy Park (“GTL Plant”). The technology under consideration for the feasibility study is not new or untested but rather links conventional equipment in a unique way. The feasibility study has been completed at a cost of approximately $3 million. On July 9, 2014 the company executed a Joint Cooperation Agreement – Letter of Intent with ThyssenKrupp Industrial Solutions (Africa) Pty Ltd. (“Krupp”) and Liberty GTL, Inc. to build a small-scale Gas to Liquids demonstration facility in Houston, Texas at the company’s H.O. Clarke industrial site. Krupp has agreed to provide technical services and contribute an auto-thermal reformer pilot plant of proven design. Liberty has agreed to provide intellectual property and operating know-how regarding crude oil synthesis along with the relevant catalyst supply. The parties have established a non-binding target date to complete installation and commissioning of the GTL pilot plant during 2015. The purpose of the two year project is to commercially demonstrate converting stranded natural gas resources to synthetic crude oil and will require a further addition of one or more Fischer Tropsch reactors for testing.

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In October 2014 the Company formed Independence GTL LLC and Independence Synfuel, LP, entities that may be used to form a Limited Partnership that may fund up to $50 million to complete both the small-scale GTL pilot project and a large-scale 500 barrel per day GTL at the H8.O. Fair ~~Clarke~~Value ~~industrial site. As contemplated, the Company may contribute services, equipment and land for an ownership interest in the partnership.~~Measurements

9. The Company adopted ASC Topic 820 (“ASC 820”), Fair ~~Value~~value Measurements and Disclosures. ASC 820, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

The Company adopted Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“SFAS 157”) on January 1, 2008. SFAS 157, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

	Level 1.		Observable inputs such as quoted prices in active markets for identical assets or liabilities;

	Level 2.		Inputs, other than quoted prices included within Level 1, that are observable either directly or indirectly; and

	Level 3.		Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

9. Subsequent Events

None

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ITEM 2. MANAGEMENT’S DISCUSSION AND ~~ANALYSES~~ANALYSIS OF FINANCIAL CONDITION

The following discussion of the financial condition and plan of operations contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” elsewhere in ~~this~~the annual report on Form 10-K.

Financial condition, liquidity and capital resources

At ~~June~~September 30, 2015, we had $2,~~311~~288,~~305~~354 in total assets and $8,~~038~~216,~~834~~894 in total liabilities, resulting in a stockholders’ ~~equity~~deficit ~~(Deficit)~~ of $(5,~~727~~928,~~529~~540). Our net working capital deficit at ~~June~~September 30, 2015 was ($68,~~986~~025,~~257~~589), which is ana decrease in working capital since December, 31, 2014 of $~~449~~1,~~412~~488,744.

During the ~~six~~nine months ended ~~June~~September 30, 2015, we incurred a net loss of ($~~433~~634,~~516~~526), which included $-0- in non-cash depreciation expense. For the ~~six~~nine months ended ~~June~~September 30, 2014, we incurred a net loss of ($~~499~~800,~~753~~193), which included $-0- in non-cash depreciation expense.

During the ~~six~~nine months ended ~~June~~September 30, 2015, we had no revenues. Management decided not to incur the cost of operating the power plants for the following reasons: 1. continued high feedstock prices and low power prices during the winter; and 2. the need to move and relocate certain operating assets; and 3. the effort to finalize the development of the H.O. Clarke property (Houston Clean Energy Park). All of these factors caused management to focus on the future expansion of the H.O. Clarke property and not on current operations.

We believe our available resources, together with our anticipated operating revenue and the anticipated proceeds of certain planned short-term borrowings, will be sufficient to pay our anticipated operating expenses for a period of three to six months from the date of this quarterly report on Form 10-Q. Our available resources are not sufficient to pay all of our anticipated capital costs and we are presently seeking additional financing. We believe we will need at least $10 million in additional capital to finance our planned facility expansions and future acquisitions. Capital requirements are difficult to plan for companies like ours that are developing novel business models. We expect that we will need additional capital to pay our day-to-day operating costs, finance our feedstock and fuel inventories, and finance additions to our infrastructure, pay for the development of additional generating facilities and the marketing of our green electricity. We intend to pursue additional financing as opportunities arise.

Our ability to obtain additional financing will be subject to a variety of uncertainties. The inability to raise additional funds on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition and results of operations. If we are unable to obtain additional capital when required, we would be forced to scale back our planned expenditures, which would adversely affect our growth prospects.

As a result of our limited operating history, our operating plan and our growth strategy are unproven and we have limited insight into the long-term trends that may impact our business. There is no assurance that our operating plan and growth strategy will be successful or that we will be able to compete effectively, achieve market acceptance for green electricity or address the risks associated with our existing and planned business activities.

Plan of ~~Operation~~Operations

During the ~~six~~nine months ended ~~June~~September 30, 2015, we incurred $~~145~~193,~~060~~813 in selling, general and administrative expenses for a net loss of ($~~433~~634,~~516~~526). There was no operating income for this period. We purchased this 79 acre site on March 20, 2009 for a price of $1,350,000. This acquisition included 79 acres of land (now 54 acres after the sale of 25 acres during 2009) at the intersection of South Main Street and Hiram Clarke Road, together with all infrastructure, equipment, buildings and other improvements.

The H. O. Clarke property is adjacent to a 500 MW switchyard operated by CenterPoint Energy and has ready access to the Texas ERCOT grid. This decommissioned power plant was originally operated by Houston Lighting and Power with a total of 268 MW of gas fired steam generation until the 1980s. An additional 78 MW of gas fired turbines were added to the distribution system as peaking units and were last used in 2004. These peaking units have been removed from the site but the interconnection equipment remains. We plan to build a GTL pilot plant on this site to commercially converting stranded natural gas resources to synthetic crude oil. We do not have sufficient financial resources to restore operation to this power plant site and there can be no assurance that suitable financing will be available when needed. If we are not able to attract adequate financing, we may have to delay or abandon plans for all or part of the re-commissioning of this site.

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The key to this site is its central location inside the nation’s fourth largest city and the opportunity to build a model alternative fuel demonstration site. We plan to form the Houston Clean Energy Park on this site to introduce a variety of GTL projects. Planned elements include different syngas reformer designs, GTL reactor technologies and gas processing units.

The facility has adjacent natural gas line access, fuel storage and pipelines and distribution system access as well as transmission power connection. We have moved certain generation assets to the site for use with the proposed GTL project. We feel that this site offers a unique opportunity to provide power and infrastructure to the GTL venture. There can be no assurances, however, that future contract prices for natural gas and crude oil will provide sufficient revenue to offset our anticipated operating expenses for the project.

Until we are able to negotiate contracts that provide for a significant payment for our GTL projects, we intend to rely on equity financing to cover our current and anticipated operating losses. We need additional capital and intend to take advantage of financing opportunities as they arise. There is no assurance that our current financial resources and the proceeds of any future financing activities will be sufficient to pay our operating costs. In October 2014 the Company formed Independence GTL LLC and Independence Synfuel, LP, entities that may be used to form a Limited Partnership that may fund up to $50 million to complete both the small-scale GTL pilot project and a large-scale 500 barrel per day GTL at the H.O. Clarke industrial site. As contemplated, the Company may contribute certain equipment and land for an ownership interest in the partnership.

The Company also completed a feasibility study related to the construction of a small scale modular gas-to-liquids (“GTL”) facility located at the Company’s H. O. Clarke facility. The current low cost of natural gas and abundant supplies produced from unconventional shale resources enhances the opportunity to profitably convert natural gas to higher value liquid fuels. The focus of the feasibility study is on smaller units capable of converting 5 – 10 million cubic feet per day of natural gas into approximately 500 – 1,000 bbls per day of syncrude. A plant capacity expansion on the Company’s Houston Clean Energy Park may be initiated on successful completion of the initial GTL Plant. The GTL concept under consideration would also be capable of exporting power into the Texas ERCOT grid.

On July 9, 2014 the company executed a Joint Cooperation Agreement – Letter of Intent with ThyssenKrupp Industrial Solutions (Africa) Pty Ltd. and Liberty GTL, Inc. to build a small-scale Gas to Liquids demonstration facility in Houston, Texas at the company’s H.O. Clarke industrial site. Thyssen Krupp has agreed to provide technical services and contribute an auto-thermal reformer pilot plant of proven design. Liberty has agreed to provide intellectual property and operating know-how regarding crude oil synthesis along with the relevant catalyst supply. The parties have established a non-binding target date to complete installation and commissioning of the GTL pilot plant during 2015. The purpose of the two year project is to commercially demonstrate converting stranded natural gas resources to synthetic crude oil and will require a further addition of one or more Fischer Tropsch reactors for testing.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting issuer as defined in Item 10 of Regulation S-K and are not required to report the quantitative and qualitative measures of market risk specified in Item 305 of Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information is accumulated and communicated to management, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. While the design of our disclosure controls and procedures is adequate for our current needs and anticipated future conditions, there can be no assurance that our current design will succeed in achieving its stated goals under all possible future conditions. Accordingly we may be required to modify our disclosure controls and procedures in the future.

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~~Our~~In ~~management,~~designing ~~with~~and ~~the~~evaluating ~~participation of~~ our ~~Chief~~disclosure ~~Executive~~controls ~~Officer~~ and ~~Chief Financial Officer~~procedures, ~~evaluated~~management ~~the~~recognized ~~effectiveness~~that ~~of our~~ disclosure controls and procedures, asno ofmatter ~~June~~how ~~30,~~well ~~2015.~~conceived ~~Based~~and onoperated, ~~this~~can ~~evaluation~~provide only reasonable, ~~our~~not ~~Chief~~absolute, ~~Executive~~assurance ~~Officer~~that ~~and~~the ~~our~~objectives ~~Chief~~of ~~Financial~~the ~~Officer~~disclosure ~~concluded~~controls ~~the~~and ~~design~~procedures ofare ~~our~~met. ~~system~~Additionally, ofin designing disclosure controls and procedures, ~~was~~our ~~effective~~management asnecessarily ofwas ~~those~~required ~~dates~~ to ~~ensure~~apply ~~that~~its ~~material~~judgment ~~information~~in ~~relating~~evaluating tothe ~~our~~cost-benefit ~~Company~~relationship ~~would~~of bepossible ~~made~~disclosure ~~known~~controls ~~to them~~ and ~~that~~procedures. ~~our~~While ~~system~~the design of our disclosure controls and procedures ~~was~~is ~~operating~~adequate tofor ~~provide~~our acurrent ~~reasonable~~needs ~~level~~and ofanticipated future conditions, there can be no assurance that ~~information~~our ~~required~~current todesign bewill ~~disclosed~~succeed in ~~our~~achieving ~~reports~~its ~~would~~stated begoals ~~recorded,~~under ~~processed,~~all ~~summarized~~possible ~~and~~future ~~reported~~conditions. inAccordingly awe ~~timely~~may ~~manner. These~~be ~~conclusions~~required ~~were~~to ~~based~~modify onour ~~the~~disclosure ~~identification~~controls ofand ~~the~~procedures ~~following~~in ~~material~~the ~~weaknesses:~~future.

·Our Wemanagement, ~~did not maintain an effective control environment including sufficient personnel~~ with the ~~requisite~~participation ~~knowledge~~ of ~~Generally~~our ~~Accepted~~Chief ~~Accounting~~Executive ~~Principles~~Officer ~~(GAAP)~~ and ~~the~~Chief ~~rules~~Financial ~~and~~Officer, ~~regulations~~evaluated ~~established by~~ the ~~SEC~~effectiveness ~~and~~of ~~appropriate~~our ~~policies~~disclosure controls and procedures ~~relative~~as toof ~~the~~September ~~Company’s~~30, ~~accounting~~2015. ~~finance~~Based ~~and~~on ~~information~~this ~~technology~~evaluation, ~~functions;~~our ·Chief ~~Inadequate~~Executive ~~controls~~Officer ~~over~~and ~~the~~our ~~process~~Chief ~~for~~Financial ~~the~~Officer ~~identification~~concluded ~~and~~the ~~implementation~~design of ~~the~~our ~~proper~~system ~~accounting~~of ~~for~~disclosure ~~complex~~controls and ~~non-routine~~procedures ~~transactions,~~was ~~particularly~~effective as ~~they~~of ~~relate~~those dates to ~~hedge~~ensure ~~investments,~~that ~~financing~~material ~~and~~information ~~related~~relating ~~party~~to ~~transactions;~~our ·Company Wewould ~~did~~be ~~not~~made ~~properly~~known ~~segregate duties and restrict access~~ to ~~accounting~~them ~~systems~~ and ~~data,~~that ~~spreadsheets~~our ~~used~~system ~~for~~of ~~critical~~disclosure ~~calculations~~controls ~~were not properly controlled, agreements~~ and ~~contracts~~procedures ~~were~~was ~~not~~operating ~~always promptly provided~~ to ~~the~~provide ~~accounting~~a ~~function,~~reasonable ~~and~~level ~~assets~~of ~~were~~assurance ~~not~~that ~~always~~information ~~properly~~required ~~safeguarded;~~to ~~and~~be ·disclosed Wein doour ~~not~~reports ~~have~~would abe ~~comprehensive set of policies and procedures~~recorded, ~~related to corporate governance~~processed, ~~accounting,~~summarized ~~human~~and ~~resources,~~reported ~~and~~in ~~other~~a ~~significant~~timely ~~matters~~manner.

· We added or are initiating the following additional controls to the Company’s internal control over financial reporting, which we expect will improve such internal control subsequent to the date of the assessment and earlier assessments that also concluded internal controls were not effective. These changes are:

· We have retained a qualified independent consultant to assist our Chief Financial Officer and accounting staff in matters relating to the identification and implementation of proper accounting procedures and provide guidance on financial reporting issues that apply to the Company; · We performed additional analysis and other procedures in order to identify weaknesses in order to develop an adequate system of disclosure and financial controls, · We are continuing to restructure certain departmental responsibilities as they relate to the financial reporting function, · We have changed our accounting software package in order to provide stricter controls for our accounting functions and internal controls. · We have retained a qualified Chief Financial Officer.

As a result of these changes, management believes that all material weaknesses have been remediated. Management believes that due to the low volume of transactions that the control and procedures are effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our system of internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements and the reliability of financial reporting. Because of their inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework. Based on that assessment, we believe that as of ~~June~~September 30, 2015, our internal control over financial reporting is effective.

~~Beginning with our Annual Report on Form 10-K for the year ending December 31, 2014, management~~Management’s ~~report~~assertions onregarding internal control over financial reporting ~~must~~is ~~contain~~not asubject ~~statement~~to ~~that our independent registered public accountants have issued an~~ attestation ~~report~~by onthe ~~management~~Company’s ~~assessment~~registered ofpublic ~~such~~accounting ~~internal~~firm ~~controls~~as ~~and~~we ~~conclusion~~are ona ~~the~~smaller ~~operating~~reporting ~~effectiveness of those controls, unless the SEC extends the compliance date for such auditor attestation~~company.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter that materially affected, or is likely to materially affect, our internal control over financial reporting.

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Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2015 that materially affected, or is likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE.

ITEM 1A. RISK FACTORS

We are a smaller reporting issuer as defined in Regulation S-K and are only required to report material changes from the risk factors previously disclosed in our report on Form 10-K for the year ended December 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NONE.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE.

ITEM 5. OTHER INFORMATION

NONE.

ITEM 6. EXHIBITS

(a)	EXHIBITS
	31.1	Certification of Managing Director Pursuant to Rule 13a-14(a)
	31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
	32.1	Statement of Managing Director Pursuant to Section 1350 of Title 18 of the United States Code
	32.2	Statement of Chief Financial Officer Pursuant to Section1350 of Title 18 of the United States Code
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

(b)	REPORTS ON FORM 8-K
	NONE

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BIOFUELS POWER CORPORATION

/s/ Steve McGuire Steve McGuire, Managing Director Dated: ~~August~~November 1223, 2015 /s/ Sam H. Lindsey, Jr. Sam H. Lindsey, Jr., Chief Financial Officer Dated: ~~August~~November 1223, 2015

Filing Compare · BIOFUELS POWER CORP