UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

☒ Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2023

☐ Transition Report Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934

For the transition period from: _____________ to _____________

Commission File Number: 000-54942

BLUE BIOFUELS, INC.

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

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

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

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

n/a

Former address if changed since last report

Securities registered under Section 12(b) of the Exchange Act: None

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

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

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

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

Check whether the issuer (1) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232-405 of this chapter) during the preceding 12 months (or for such shorter period of time that the registrant was required to submit such files). Yes ☒ No ☐

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

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☐	Emerging Growth Company ☐

		Smaller reporting company ☒

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

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

State the number of shares outstanding of the registrant’s $.001 par value common stock as of the close of business on the latest practicable date (July 18, 2024): 302,865,508.

Documents incorporated by reference: None

Audit Firm ID		Auditor Name		Auditor Location
444		Assure CPA, LLC		Spokane, WA

EXPLANATORY NOTE

Blue BioFuels, Inc. is filing this Amendment No. 1 to our annual report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 26, 2024. This Amendment is being filed to:

	●	Add Item 1C Cyber Security;
	●	Amend the wording of Item 9A to be compliant with Item 307 of Regulation S-K; and
	●	Report a change in our registered public accounting firm.

This Form 10-K/A amends and restates only Part I, Items 1C, 9 and 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. No other Items of the previous Form 10-K filing have been amended or revised in this Form 10-K/A, and all such other Items shall be as set forth in such previous Form 10-K filing.

In addition, no other information has been updated for any subsequent events occurring after March 26, 2024, the date of filing of the Original Form 10-K.

TABLE OF CONTENTS

ITEM 1C.	Cybersecurity	3

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3

ITEM 9A.	Controls and Procedures	4

SIGNATURES		5

ITEM 1C. CYBERSECURITY

The Company employs several strategies for assessing, identifying, and managing material risks from cybersecurity threats. Components of this strategy include the use of industry standard traffic monitoring tools, and training users to detect, report, and prevent unusual behavior.

Through our IT consulting firm, we employ continuous monitoring mechanisms to detect and respond to cybersecurity threats promptly. Regular reports are generated as needed for management and the board, providing insights into our cybersecurity posture, incidents, and remediation efforts. We conduct regular assessments and testing to ensure the effectiveness of these controls, especially those related to the protection of financial information. The implementation and management of these processes are integrated with the Company’s overall operational risk management processes that seeks to limit our exposure to unnecessary risks across our operations.

Our cybersecurity program is overseen by the Chief Financial Officer (CFO), who reports directly to the Chief Executive Officer (CEO) and updates the Board of Directors on cybersecurity matters.

Our employees receive regular training on cybersecurity best practices, emphasizing the protection of financial information. We foster a culture of cybersecurity awareness and responsibility throughout the organization.

We maintain a comprehensive incident response plan that outlines the steps to be taken in the event of a cybersecurity incident. This plan includes procedures for promptly reporting material incidents to the SEC, as required, and for communicating with affected stakeholders. Upon discovery of a cybersecurity incident, the identifying party immediately notifies the Company’s CFO. The CFO activates the incident response plan to include the following:

●

Gather preliminary information about the cybersecurity incident.

●

CFO notifies the CEO and the Board of Directors of the cybersecurity threat.

●

The CFO allocates resources for disclosure if determined to be a material cybersecurity event.

●

The CFO consults with cybersecurity consultants and other involved parties to identify the undesirable effects of the cybersecurity incident.

●

The CFO develops a recommendation for determination of materiality.

●

If disclosure is required, the material incident disclosure plan is executed by the CFO.

ITEM 9. – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There was a change in the Company’s independent registered accounting firm after the first quarter of 2023. There were no disagreements between the Company and either of its independent registered accounting firms on accounting or financial disclosure.

On May 3, 2024, the independent audit firm BF Borgers CPA PC (“BF Borgers”) utilized by the Company was denied the privilege of appearing or practicing before the Securities and Exchange Commission as a registered public accounting firm.

The report of BF Borgers on the Company’s consolidated financial statements for the fiscal year ended December 31, 2023, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.

During the fiscal year ended December 31, 2023, and through May 3, 2024, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal year ended December 31, 2023, and through May 3, 2024, there have been no reportable events (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report.

On May 16, 2024, the Company engaged Assure CPA, LLC (“Assure”) to serve as the Company’s independent PCAOB-registered public accounting firm for purposes of auditing the Company’s financial statements for the periods ending December 31, 2023, and December 31, 2024, and reviewing the Company’s financial statements for the period ending March 31, 2024, and subsequent periods. The Company had no contact with Assure during the previous two years for any purpose.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2023. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were effective as of December 31, 2023.

Management’s Annual Report on Internal Controls over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, the Company determined that there were no control deficiencies that constituted material weaknesses. The Company has an independent financial expert on its Audit Committee and an Audit Committee consisting entirely of independent directors; the Company backs up all financial data and material agreements in the cloud so that in the event of theft, misplacement, or loss due to fire or other unmitigated factors, the Company should still retain all of its material financial data and agreements.

As a result, management has concluded that the Company maintains effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by COSO.

Material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2023. The Company has an independent financial expert on its Audit Committee, and the Company now backs up all financial data and material agreements in the cloud so that in the event of theft, misplacement, or loss due to fire or other unmitigated factors, the Company should still retain all of its material financial data and agreements. In addition, the Company now has multiple persons reviewing and reconciling the bank account and our financial data.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

3. EXHIBITS

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

Exhibit No.		Identification of Exhibit

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

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Blue Biofuels, Inc.
	(Registrant)

	By	/s/ Benjamin Slager
		Benjamin Slager
		Chief Executive Officer, (Principal Executive Officer)

	Date	July 24, 2024

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

	Date	July 24, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.

	By	/s/ Benjamin Slager
		Benjamin Slager
		Chief Executive Officer, (Principal Executive Officer)

	Date	July 24, 2024

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

	Date	July 24, 2024

	By	/s/ George D. Bolton
		George D. Bolton
		Director

	Date	July 24, 2024

	By	/s/ Charles F. Sills
		Charles F. Sills
		Director

	Date	July 24, 2024

	By	/s/ Peter Zimeri
		Peter Zimeri
		Director

	Date	July 24, 2024

	By	/s/ Edmund Burke
		Edmund Burke
		Director

	Date	July 24, 2024

	By	/s/ Chris Kneppers
		Chris Kneppers
		Director

BLUE BIOFUELS, INC. 10-K/A