UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

for the fiscal year ended December 31, ~~2023~~2024

☐ 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 ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~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. ☐

☐ Yes ☒ No

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). ☐

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the ~~voting~~registrant ~~stock~~is ~~held~~a byshell ~~non-affiliates~~company ~~of the registrant~~ (as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s most~~Exchange ~~recently completed second fiscal quarter was $29,189,366~~Act).

~~State~~☐ ~~the~~Yes ~~number~~☒ ~~of shares outstanding of the registrant’s $.001 par value common stock as of the close of business on the latest practicable date (February 29, 2024): 303,115,963.~~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 $15,796,832.

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 (March 10, 2025): 308,629,508.

Documents incorporated by reference: None

TABLE OF CONTENTS

ITEM 1.	Business	3
ITEM 1A.	Risk Factors	5
ITEM 1B.	Unresolved Staff Comments	5
ITEM 2.	Properties	5
ITEM 1C.	Cybersecurity	6
ITEM 3.	Legal Proceedings	5
ITEM 2.	Properties	6
ITEM 4.	(Removed and reserved)	5
ITEM 3.	Legal Proceedings	6
ITEM 5.	Market For Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities	6
ITEM 4.	Mine Safety Disclosures	6
ITEM 6.	(Removed and reserved)	9
ITEM 5.	Market For Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities	7
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	9
ITEM 6.	(Removed and reserved)	10
ITEM 7A.	Quantitative and Qualitative Disclosure About Market Risk	13
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	10
ITEM 8.	Financial Statements and Supplementary Data	13
ITEM 7A.	Quantitative and Qualitative Disclosure About Market Risk	14
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
ITEM 8.	Financial Statements and Supplementary Data	14
ITEM 9A.	Controls and Procedures	14
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
ITEM 10	Directors, Executive Officers and Corporate Governance	15
ITEM 9A.	Controls and Procedures	15
ITEM 11.	Executive Compensation	19
ITEM 10	Directors, Executive Officers and Corporate Governance	16
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	23
ITEM 11.	Executive Compensation	20
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	24
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	24
ITEM 14.	Principal Accountant Fees and Services	25
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	25
ITEM 15.	Exhibits and Financial Statement Schedules	26
ITEM 14.	Principal Accountant Fees and Services	26
SIGNATURES		28
ITEM 15.	Exhibits and Financial Statement Schedules	27
SIGNATURES		29

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 contains forward-looking statements regarding future events and the future results of Blue Biofuels, Inc. and its consolidated subsidiaries (the “Company”) that are based on management’s current expectations, estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in the “Risk Factors” section in Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

ITEM 1. BUSINESS

Background

Business Overview

Blue Biofuels, Inc., was incorporated in Nevada on March 28, 2012, as Alliance Media Group Holdings, Inc. Since December 2013, Blue Biofuels, Inc. (the “Company”) has been a technology company focused on emerging technologies in renewable energy, biofuels, and lignin.

In early 2018, the Company’s chief executive officer (“CEO”) Ben Slager invented a new reactor technology with a ~~higher~~ higher yield and a continuous throughput in the Cellulose-to-Sugar process, or CTS, and the Company filed a process patent application for this technology. Mr. Slager has since further developed the system with the technical staff of the Company. The CTS patent was awarded in 2021 in the United States (U.S. Patent No. 10,994,255) and has subsequently been granted in Japan, Australia, Russia, and El Salvador. The Company also filed this patent in other major jurisdictions of the world including the European Patent Organization, ~~Australia,~~ Brazil, China, and the African Regional Intellectual Property Organization~~, and the Russian Federation~~. The patent applications are currently pending in all of these international jurisdictions. In addition to this patent, the Company has received one additional patent in the United States (U.S. Patent No. 11,484,858B2), for which it has also applied in all the above-mentioned jurisdictions. Further, the company has filed for 63 other patents in the United States which are currently pending.

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

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

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

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

In 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and isoptimized in the ~~process~~core ~~of further testing and optimizing the plant~~process. The Company is ~~believes~~now ~~that~~upscaling, ittesting ~~can~~and ~~optimize~~optimizing the pre and post processing elements at this pilot scale plant to finalize design and operational parameters to provide operating cost estimates of a full-scale commercial volume system. Due to its mechanical nature and modularity, we anticipate that one plant would have multiple modular CTS systems. This process is partially funded by the $1.15 million SBIR Phase 2 Department of Energy grant, which followed up from the SBIR Phase 1 DOE grant that helped fund the finalizing of the proof of concept.

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

Plan of Operation

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

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

In January 2024, the Company formed a 50-50 joint venture partnership with Vertimass called VertiBlue Fuels, LLC, that has the mission to build an ethanol-to-SAF facility in Florida with the initial goal to produce around 5-10 million gallons of Sustainable Aviation Fuel (SAF), and then expand SAF production to approximately 70 million gallon per year. VertiBlue Fuels plans to initially convert sugarcane ethanol, and then, when the Company’s CTS technology is fully commercialized, to build commercial CTS and ethanol facilities on the front-end to produce cellulosic SAF and generate the large D7 RIN and other government credits. Commencing commercial production will require project financing.

Any new biofuels plant that is built would require various government permits. In particular, renewable fuels are subject to rigorous testing and premarket approval requirements by the EPA’s Office of Transportation and Air Quality and regulatory authorities in other countries. In the U.S., various federal, and, in some cases, state statutes and regulations also govern or impact the manufacturing, safety, storage and use of renewable fuels. The process of seeking required approvals and the continuing need for compliance with applicable statutes and regulations requires the expenditure of resources. The Company anticipates raising the necessary capital for this as a part of its project-based financing.

The ethanol industry is competitive with over 200 ethanol plants in the United States alone. Currently, the vast majority use corn as feedstock. Their profitability depends highly on the fluctuations between the price of corn and the price of ethanol. Since the Company does not plan to use corn, and plans on having long-term purchase agreements with cellulosic feedstock suppliers, we anticipate that our profitability will be more consistent. Further, cellulosic biofuels yield much higher incentives than non-cellulosic biofuels.

The Energy Policy Act of 2005, which included the Renewable Fuel Standard Program enforced by the US Environmental Protection Agency (EPA), mandates a certain amount of renewable fuel be blended into the transportation fuel used by all vehicles in the country. This Program provides monetary incentives to companies that produce renewable transportation fuel, and establishes Renewable Identification Numbers (RINs) or credits for each gallon of renewable transportation fuel produced in the United States, and breaks down those fuels into different D-codes depending on the source of the renewable fuel. D3 is the code for renewable ethanol that comes from cellulosic materials. The EPA’s final D3 RIN volume mandates for cellulosic biofuel include 840 million gallons for 2023, 1.09 billion gallons for 2024, and 1.38 billion gallons for 2025 (the D3 mandate). This mandate has increased every year and is statutorily mandated to increase in the future and become a larger portion of the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably in larger and larger quantities. The RFS mandate for 2024 ~~calls~~called for 21.54 billion gallons of total renewable fuel, 15whereas ~~billion~~for ~~from conventional~~2025 ~~biofuels~~it’s ~~(corn~~22.33 ~~ethanol)~~billion ~~and~~gallons 6with 7.5433 billion gallons from advanced biofuels, including cellulosic biofuels, leaving 15 billion gallons for conventional biofuels (corn ethanol). The “blend wall” (or upper limit to the amount of ethanol that can be blended into U.S. gasoline and automobile performance and comply with the Clean Air Act) of limiting ethanol content in gasoline to 10%, limits the total amount of ethanol consumed in the United States. Recent proposals have make 15% blending available year around in some states. The value of the D3 RIN fluctuates, but as of this filing, it is approximately $32.0648 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $0.4372. To profit from these incentives, the Company plans to apply for these D3 RIN credits as it brings its first plant into commercial operation.

Section 45Z of the Inflation Reduction Act passed on August 16, 2022, offers a Clean Fuel Production Credit (CFPC) per gallon of transportation fuel produced with a base amount of 20 cents per gallon or up to $1 per gallon for a qualified facility (depending on its carbon index) that was built while paying at least prevailing wages and which met apprenticeship requirements. For sustainable aviation fuel, those figures are 35 cents and $1.75 per gallon respectively. The Company plans to apply for CFPC credits when it begins building its commercial facilities. The CFPC currently does not apply to transportation fuel sold after December 31, 2027.

A Low Carbon Fuel Standard Credit (LCFS) is offered by various states (primarily California) for any amount of reduced CO2 in the production lifecycle of transportation fuels as compared to the amount of CO2 emitted in the production lifecycle of fossil fuels. The production lifecycle includes transportation costs to the point of use. California is currently offering around $66 per metric ton of CO2 reduction. When it is closer to commercial production, the Company plans to analyze the cost effectiveness of applying for these LCFS credits to determine in which state it could earn the most credits.

AtSection ~~commercial~~45Z ~~scale,~~of ~~management~~the ~~expects~~Inflation toReduction beAct ~~able~~passed toon ~~earn~~August ~~substantial~~16, ~~renewable~~2022, ~~fuel~~offers ~~credits~~a ~~and~~Clean ~~produce~~Fuel ~~sustainable~~Production ~~ethanol,~~Credit ~~sustainable aviation~~(CFPC) ~~fuel,~~per ~~and~~gallon ~~other~~of ~~sustainable~~transportation fuel ~~biofuels~~produced ~~more~~with ~~profitably~~a ~~than~~base ~~they~~amount ~~could~~of be20 ~~from~~cents ~~existing~~per ~~commercial~~gallon ~~corn~~or ~~ethanol~~up ~~producers.~~to ~~Cellulosic ethanol~~$1 ~~comes~~per ~~with~~gallon for a ~~much~~qualified ~~more~~facility ~~valuable~~(depending D3on ~~RIN~~its ~~credit~~carbon asindex) that ~~compared~~was tobuilt ~~the~~while D6paying ~~RIN~~at ~~allocated~~least toprevailing ~~corn~~wages ~~ethanol;~~and ~~cellulosic~~which ~~SAF~~met ~~comes~~apprenticeship ~~with a~~requirements. ~~very~~For ~~valuable~~sustainable D7aviation ~~RIN~~fuel, ~~and~~those figures ~~cellulosic~~are ~~bio-gasoline~~35 ~~comes~~cents ~~with~~and a$1.75 ~~valuable~~per D3gallon ~~RIN~~respectively. The Company ~~also~~plans ~~expects~~ to ~~receive~~apply ~~Clean~~for ~~Fuel~~CFPC ~~Production Credits~~credits ~~related~~when toit ~~section~~begins ~~45Z~~building ofits ~~the~~commercial facilities. ~~Inflation~~The ~~Reduction~~CFPC ~~Act,~~currently ~~and~~does ~~the~~not ~~Company~~apply ~~also plans~~ to ~~pursue~~transportation ~~Low~~fuel ~~Carbon~~sold ~~Fuel~~after ~~Standard~~December ~~Credits~~31, 2027.

A Low Carbon Fuel Standard Credit (LCFS) is offered by various states (primarily California) for any amount of reduced CO2 in the production lifecycle of transportation fuels as compared to the amount of CO2 emitted in the production lifecycle of fossil fuels. The production lifecycle includes transportation costs to the point of use. California is currently offering around $57 per metric ton of CO2 reduction. When it is closer to commercial production, the Company plans to analyze the cost effectiveness of applying for these LCFS credits to determine in which state it could earn the most credits.

At commercial scale, management expects to be able to earn substantial renewable fuel credits and produce sustainable ethanol, sustainable aviation fuel, biogasoline, and other sustainable biofuels more profitably than they could be from existing commercial corn ethanol producers. Cellulosic ethanol comes with a much more valuable D3 RIN credit as compared to the D6 RIN allocated to corn ethanol; cellulosic SAF comes with a very valuable D7 RIN, and cellulosic bio-gasoline comes with a valuable D3 RIN. The Company also expects to receive Clean Fuel Production Credits related to section 45Z of the Inflation Reduction Act, and the Company also plans to pursue Low Carbon Fuel Standard Credits.

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

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

Description of the Company’s Securities

The Company is currently authorized to issue 1,000,000,000 Shares of Common Stock par value $0.001 and 10,000,000 shares of Preferred Stock par value $0.001. Each share of Company Common Stock is entitled to one (1) vote per share.

Employees

The ~~company~~Company currently employs ~~five~~six full-time employees, one part-time employee and seven consultants. The Company plans to hire additional employees to more rapidly commercialize its technology.

ITEM 1A. RISK FACTORS

Not required as the Company is a “smaller reporting company.”

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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 2. PROPERTIES

Offices

The Company maintains its corporate office at 3710 Buckeye Street, Suite 120, Palm Beach Gardens 33410. The Company’s telephone number is 888-607-3555. On August 30, 2019, the Company signed a lease for a period of twenty-four (24) months from November 1, 2019, through October 31, 2021. In December 2020, this lease was extended for twelve (12) months, and in August 2022, extended the lease for two more years until October 31, 2024. The most recent extension is until October 31, 2029. Annual rent in the latest lease extension commenced at approximately $~~102~~109,~~950~~205 per annum and increases on a year-to-year basis by three percent (3%) over the base year. In addition, the Company is obligated to pay an amount equal to 10.41% of the operating expenses of the building together with sales tax on all amounts. This office space includes the Company’s research and demonstration facilities.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject, from time to time, to litigation, claims and suits arising in the ordinary course of business. As of the date of filing, there are no material claims or suits whose outcomes could have a material effect on the Company’s financial statements.

ITEM 4. ~~[Removed~~Mine ~~and~~Safety ~~reserved]~~Disclosures

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Registrant’s Common Equity

The Company became subject to Securities Exchange Act Reporting Requirements in October 2012. The symbol “BIOF” is assigned for its securities. The Company’s common stock commenced trading on the OTCBB on February 5, 2014, under the symbol ALLM and changed to BIOF on August 27, 2021.

On November 13, 2018, the Company filed a Form 15, suspending its duty to file reports under sections 13 and 15(d) of the Securities Exchange Act. The Company has subsequently traded on the Pink Sheets. On January 5, 2021, the Company filed a Form 10 Registration Statement to become fully reporting again and has been fully reporting ever since.

Options and Warrants

At various times over the years, warrants have been issued for services, as parts of contracts, or in settlement agreements. Warrants also have been issued as a part of some financings.

As of the date of filing, not including expired or exercised warrants, the Company has issued warrants to purchase an aggregate of 2428,~~257~~071,~~643~~495 shares of common stock. The exercise prices associated with these agreements range from $0.05 to $0.30 and terms range from twenty four months to ten (10) years.

As of the date of this filing, the ~~company~~Company has issued option agreements to its independent directors, officers, employees, and consultants, to purchase an aggregate of 6190,~~555~~530,~~000~~661 shares of common stock of which 2944,~~955~~259,~~000~~324 have vested and 3146,~~600~~271,~~000~~337 have not yet vested. The exercise prices range from $0.05 to $0.2023 and terms range from five (5) to ten (10) years.

Other than the foregoing, none of the Company’s shares of Common Stock are subject to outstanding options or warrants.

Holders

As of the date of filing, there were ~~303~~308,~~115~~629,~~963~~508 shares of common stock outstanding and approximately 340 stockholders of record.

Transfer Agent and Registrar

The Company’s transfer agent is ClearTrust, LLC., 16540 Pointe Village Dr., Suite 205, Lutz, FL 33558, Phone: 813-235-4490.

Dividend Policy

The Company has never paid any cash dividends on its Common Stock and does not anticipate paying any cash dividends on its Common Stock in the foreseeable future. The Company intends to retain future earnings to fund ongoing operations and future capital requirements of its business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon the Company’s financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

There are ~~currently,~~ as of ~~the~~December ~~date~~31, ~~of filing~~2024, fully earned and vested option agreements in place to purchase an aggregate of 2932,~~955~~655,~~000~~548 shares of common stock under the Company’s 2021 Employee, Director Stock Plan and there are additional agreements vesting over the next 5 years, or conditional upon events, to purchase an additional 3118,~~600~~451,~~000~~722 shares of common stock. Outside of the ESOP, there are fully earned and vested option agreements in place to purchase an aggregate of 4,788,019 shares of common stock, and there are additional agreements that vest over the next two years or that conditionally vest to purchase an additional 33,076,282 shares of common stock.

Plan category

Number of Securities to be Issued upon Exercise of outstanding options, warrants, and rights to Executives, Directors, Employees, and Consultants (1)

Weighted- average exercise price of outstanding options, warrants, and rights

Number of securities remaining available for future issuance under equity compensation plans (1)

Equity Compensation Plans Approved by Securities Holders

5251,~~555~~107,~~000~~270

0.1214

58,~~885~~171,~~791~~598

Equity Compensation Plans Not Approved by Securities Holders

937,~~000~~864,~~000~~301

0.2013

Total

6189,~~555~~971,~~000~~571

0.13

58,~~885~~171,~~791~~598

(1) As of December 31, ~~2023~~2024.

The Plan provides that awards may be granted to officers, employees, consultants, or directors of the Company and its affiliates (“Eligible Persons”). The Plan permits the board of directors of the Company to grant three types of awards (“Awards”) to Eligible Persons: (a) a stock appreciation right (“Stock Appreciation Right”); (b) a stock option (“Stock Option”); and (c) a stock award (“Stock Award”).

Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: (a) incentive Stock Options; and (b) non-qualified Stock Options. The exercise price per share under a Stock Option is determined by the administrator of the Plan (which is either the entire board or a designated committee comprised solely of independent directors); provided, however, that such exercise price is not less than the fair market value per Purchaser Share on the date the Stock Option is granted, subject to certain exceptions. The term of each Stock Option is fixed by the administrator of the Plan and no incentive Stock Option may be exercisable more than 10 years after the date such incentive Stock Option is granted. The Plan provides that other terms and conditions may be attached to a particular Stock Option, such terms and conditions to be referred to in an option agreement.

In the event an option holder ceases to be an Eligible Person other than by reason of death, disability or cause, the option holder may exercise any Stock Option granted to him or her to the extent that such Stock Option is exercisable on the date of such termination. In the event an option holder ceases to be an Eligible Person by reason of death or disability, the option holder or his or her representative, as applicable, may exercise any Stock Option granted to him or her to the extent that such Stock Option is exercisable on the date of such death or disability. All outstanding and unexercised Stock Options of an option holder will be cancelled in the event that such person ceases to be an Eligible Person by reason of cause.

Stock Appreciation Rights may be granted either on a stand-alone basis or in conjunction with all or part of any Stock Option granted under the Plan. Stock Appreciation Rights granted on a stand-alone basis may be exercisable only at such time or times and to such extent as determined by the administrator of the Plan. Stock Appreciation Rights granted in conjunction with all or part of any Stock Option may be exercisable only at the time or times and to the extent that the Stock Options to which they relate are exercisable. Upon the exercise of a Stock Appreciation Right, a holder will be entitled to receive an amount in cash, Purchaser Shares or both, which in the aggregate is equal in value to the difference in the fair market value of the Purchaser Shares at the date of exercise less the fair market value of the Purchaser Shares at the date of grant.

Stock Awards may be directly issued under the Plan, subject to such terms, conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations as the administrator of the Plan may determine.

Subject to adjustment as provided in the Plan, the aggregate number of shares of common stock which may be delivered under the Plan shall not exceed a number equal to 15% of the total number of shares of common stock outstanding. The maximum number of shares of common stock which may be delivered under the Plan shall automatically increase by a number sufficient to cause the number of shares of common stock covered by the Plan to equal 15% of the total number of shares of common stock then outstanding, assuming for this purpose the conversion into common stock of all outstanding securities that are convertible by their terms (directly or indirectly) into common stock. The exercise price per share of common stock purchasable under a Stock Option shall be determined by the administrator of the Plan; provided, however, that the exercise price per share shall be not less than the Fair Market Value (as defined in the Plan) per share on the date the Stock Option is granted, or if the Stock Option is intended to qualify as an Incentive Stock Option and is granted to an individual who is a Ten Percent Holder (as defined in the Plan), not less than 110% of such Fair Market Value per share. The term of each Stock Option shall be fixed by the administrator of the Plan, but no Incentive Stock Option shall be exercisable more than 10 years (or five years in the case of an individual who is a Ten Percent Holder) after the date the Incentive Stock Option is granted.

Recent Sales of Unregistered Securities

Below is a list of securities sold by the Company from January 1, ~~2023~~2024 through the date of filing which were not registered under the Securities Act.

Entity	Date of Investment	Title of Security	Amount of Securities Sold		Consideration
Raymond Leon	01/03/23	Common Stock		200,000	Purchase @ $0.15 per share
James Cherwin	01/30/23	Common Stock		100,000	Purchase @ $0.15 per share
Edmund Burke	01/30/23	Common Stock		4,450,148	Exercise of Warrants
Edmund Burke	01/31/23	Common Stock		1,000,000	Exercise of Warrants
NWBB, Inc.	02/06/23	Common Stock		40,000	Professional Services
Ron Smith	02/06/23	Common Stock		166,666	Purchase @ $0.15 per share
Mark Monahan	02/17/23	Common Stock		333,333	Purchase @ $0.15 per share
Michael Fidler	02/17/23	Common Stock		200,000	Purchase @ $0.15 per share
Joseph Corry	02/17/23	Common Stock		100,000	Purchase @ $0.15 per share
William Newman	02/21/23	Common Stock		100,000	Purchase @ $0.15 per share
Johnny Anastasiades	03/01/23	Common Stock		135,000	Purchase @ $0.15 per share
Jozef Kneppers	03/06/23	Common Stock		1,333,333	Purchase @ $0.15 per share
James & Michelle Dupre	03/06/23	Common Stock		150,000	Purchase @ $0.15 per share
Randall Brodsky	03/07/23	Common Stock		400,000	Purchase @ $0.15 per share
Tamara Chapman Revocable Trust	03/08/23	Common Stock		333,333	Purchase @ $0.15 per share
John Comrie	03/08/23	Common Stock		333,333	Purchase @ $0.15 per share
William Fitzpatrick	03/24/23	Common Stock		100,000	Professional Services
Neil Hendry	04/05/23	Common Stock		66,667	Purchase @ $0.15 per share
NWBB, Inc.	04/10/23	Common Stock		34,194	Professional Services
Clay Taylor TTEE	04/11/23	Common Stock		400,000	Purchase @ $0.15 per share
Kophyo Win	05/05/23	Common Stock		166,667	Purchase @ $0.15 per share
Patrick Simms	05/15/23	Common Stock		500,000	Exercise of Warrants
Mark Monahan	07/19/23	Common Stock		166,667	Purchase @ $0.15 per share
Anthony Santelli Sr.	07/26/23	Common Stock		333,333	Purchase @ $0.15 per share
Kevin McNally	08/11/23	Common Stock		333,333	Purchase @ $0.15 per share
Melvin Eaton	08/15/23	Common Stock		333,333	Purchase @ $0.15 per share
Craig Roger Tarr	08/24/23	Common Stock		1,000,000	Purchase @ $0.15 per share
Vestech Securities	01/26/24	Common Stock		52,500	Professional Services
Tito Sanchez	04/25/24	Common Stock		62,045	Professional Services
Steven Sadaka	07/01/24	Common Stock		312,500	Note Conversion
Anthony Santelli, Sr.	09/30/24	Common Stock		1,875,000	Note Conversions
Mark Monahan	09/30/24	Common Stock		625,000	Note Conversion
Bohdan Rudawski	11/14/24	Common Stock		250,000	Purchase @ $0.10 per share
Randall Brodsky	11/14/24	Common Stock		500,000	Purchase @ $0.10 per share
Rick Seidner	11/14/24	Common Stock		200,000	Purchase @ $0.10 per share
Anthony Santelli, Sr.	11/22/24	Common Stock		800,000	Purchase @ $0.10 per share
Charles Wesley Works	12/09/24	Common Stock		220,000	Purchase @ $0.10 per share
Randall Brodsky	12/26/24	Common Stock		315,500	Note Conversion
Clay Taylor	01/21/25	Common Stock		625,000	Note Conversion

The securities issued in the above-mentioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(a)(2) of that Act and Rules 504 and 506 of Regulation D.

ITEM 6. [Removed and reserved]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

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

Forward-Looking Statements

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

Business Overview

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

In early 2018, our chief executive officer (“CEO”) Ben Slager invented a new technology system referred to as Cellulose-to-Sugar or CTS, and the Company filed, and received, two patents for this technology. The CTS process is a continuous mechanical/chemical dry process for converting cellulose material into sugar and lignin.

The CTS system converts plant-based feedstock into one primary product, soluble sugars, which can be further processed into cellulosic ethanol and other biofuels like jet fuel, and potentially into bio chemicals.

In 2022, the Company partnered with K.R. Komarek to build its CTS machines going forward. Komarek is an industry leading manufacturing company that builds briquetting machines and compaction/granulation systems with throughput capacities up to 50 tons per hour. In 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and is in the process of further ~~testing~~upscaling and optimizing the ~~plant. The Company believes that it can optimize the~~ pre and post processing elements at this pilot scale plant to finalize design and operational parameters to provide operating cost estimates of a full-scale commercial volume system. Due to its mechanical nature and modularity, we anticipate that one plant would have multiple modular CTS systems.

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

910

Plan of Operation

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

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

In January 2024, the Company formed a 50-50 joint venture partnership with Vertimass called VertiBlue Fuels, LLC, that has the mission to build an ethanol-to-SAF facility in Florida with the initial goal to produce around 10 million gallons of Sustainable Aviation Fuel (SAF) and related products, and then expand SAF and related product production to approximately 70 million gallon per year. VertiBlue Fuels plans to initially convert sugarcane ethanol, and then, when the Company’s CTS technology is fully commercialized, to build commercial CTS and ethanol facilities on the front-end to produce cellulosic SAF and generate the large D7 RIN and other government credits. Commencing commercial production will require project financing.

The Energy Policy Act of 2005, which included the Renewable Fuel Standard Program enforced by the US Environmental Protection Agency (“EPA”), mandates a certain amount of renewable fuel be blended into the transportation fuel used by all vehicles in the country. This Program provides monetary incentives to companies that produce renewable transportation fuel, and establishes Renewable Identification Numbers (“RINs”) or credits for each gallon of renewable transportation fuel produced in the United States, and breaks down those fuels into different D-codes depending on the source of the renewable fuel. D3 is the code for renewable ethanol that comes from cellulosic materials. (D6 is for corn ethanol). The value of the D3 RIN fluctuates, but as of this filing, it is approximately $32.0648 per gallon of ethanol. To profit from these incentives, the Company plans to apply for these D3 RIN credits as it brings its first plant into commercial operation.

A Low Carbon Fuel Standard Credit (LCFS) is offered by various states (primarily California) for any amount of reduced CO2 in the production lifecycle of transportation fuels as compared to the amount of CO2 emitted in the production lifecycle of fossil fuels. The production lifecycle includes transportation costs to the point of use. California is currently offering around $6657 per metric ton of CO2 reduction. When it is closer to commercial production, the Company plans to analyze the cost effectiveness of applying for these LCFS credits to determine in which state it could earn the most credits.

At commercial scale, management expects to be able to earn substantial renewable fuel credits and produce sustainable ethanol, sustainable aviation fuel, and other sustainable biofuels more profitably than they could be from existing commercial corn ethanol producers. Cellulosic ethanol comes with a much more valuable D3 RIN credit as compared to the D6 RIN allocated to corn ethanol; cellulosic SAF comes with a very valuable D7 RIN, and cellulosic bio-gasoline comes with a valuable D3 RIN. The Company also expects to receive Clean Fuel Production Credits related to section 45Z of the Inflation Reduction Act, and the Company also plans to pursue Low Carbon Fuel Standard Credits.

1011

The Company believes that its management and consultants have significant experience in the development of technologies from concept to commercialization. As of this date, the Company has generated $194,319 in revenue, however it has not generated any revenues from its core business.

Capital Formation

From January 1, 2023 through the date of filing, 5,950,148 warrants were exercised for proceeds of $97,251.

From January 1, 2023 through the date of filing, no options were exercised.

From January 1, 2023, through the date of filing, the Company issued 6,684,998 shares at prices ranging from $0.15 to $0.15 per share for proceeds of $1,002,772.

From January 1, 2023, through the date of filing, the Company issued 312,500 shares for the conversion of debt for proceeds of $25,000.

From January 1, 2023 through the date of filing, the Company issued an aggregate of 226,694 shares of its common stock for services valued at $33,500.

From January 1, 2023 through the date of filing, the Company issued an aggregate of 856,500 warrants for services. Using a Black-Scholes asset-pricing model, these warrants were valued at $88,259.

Results of Operations

Comparison of the year ended December 31, ~~2023~~2024, to December 31, ~~2022~~2023

For the year ended December 31, ~~2023~~2024, the Company ~~recognized~~has a net loss of $01,418,981, inas ~~revenue~~compared ~~and~~to a net loss of $03,055,194 in ~~2022~~2023. This was primarily attributed to a gain on extinguishment of debt of $2,417,502.

For the year ended December 31, ~~2023~~2024, the Company’s ~~general~~recognized ~~and administrative expenses decreased by~~ $~~202,170~~0 ~~to $1,339,789 from $1,541,959~~ in ~~2022.~~revenue ~~This decrease is primarily due to the vesting~~ and ~~expensing of options in 2022 valued at~~ $~~526,636,~~0 ~~as compared to $169,382 non-cash stock compensation~~ in 2023.

~~Interest~~For ~~expense increased in~~ the year ended December 31, ~~2023~~2024, the Company’s general and administrative expenses increased by $68386,~~371~~317 to $971,~~778~~726,106 from $291,~~407~~339,789 in 2023. This increase is primarily due to higher stock-based compensation recognized in ~~2022~~2024 which was $535,395 compared to $169,382 in 2023.

~~For~~Interest expense decreased in the year ended December 31, ~~2023,~~2024 ~~the~~by ~~Company~~$33,175 ~~received~~to ~~grants valued at~~ $~~233~~64,~~5000~~604 ~~versus~~from $1397,~~000~~779 in ~~2022~~2023. ~~The grant money comes from the Department of Energy SBIR Phase I grant.~~

For the year ended December 31, 2024, the Company was awarded a grant valued at $1,150,000 , of which $285,000 was recognized as grant income in 2024,versus $233,500 in 2023. The grant money in 2024 comes from the Department of Energy SBIR Phase II grant, and in 2023 comes from the Department of Energy SBIR Phase I grant.

Research and Development

The Company expenses all research and development costs as incurred. For the years ended December 31, ~~2023~~2024, and ~~2022~~2023, the amounts charged to research and development expenses were $12,~~849~~329,~~967~~413 and $21,~~350~~849,~~218~~967, respectively. The ~~decrease~~increase is largely due to the vesting and expensing of options in ~~2022~~2024 valued at $1,~~038~~114,~~953~~160, versus $467,646 in 2023.

Liquidity and Capital Resources

Liquidity

As of December 31, ~~2023~~2024, the Company had $4148,~~007~~797 in cash and ~~total~~ stockholders’ ~~equity~~deficit as of ~~December 31, 2023, was negative~~ $32,~~561~~845,~~082~~903. As of December 31, ~~2022~~2023, the Company had $~~211~~41,~~901~~008 in cash and ~~total~~ stockholders’ ~~equity~~deficit atof ~~December 31, 2022 was negative~~ $23,~~356~~561,~~917~~082. ~~Total~~ ~~debt,~~At ~~including advances, accounts payable and other notes payable at~~ December 31, ~~2023~~2024, ~~together~~total ~~with~~current ~~interest payable thereon and contingent~~ liabilities, ~~was~~is $42,~~591~~212,~~301,~~115 ancompared to ~~increase of~~ $1,~~128~~503,~~465~~169 ~~from~~at December 31, ~~2022, where it stood at $3,462,836~~2023. This increase is primarily attributable to deferred wages of management and ~~board,~~directors ~~and~~fees. ~~notes~~Long-term liabilities toat ~~related~~December ~~parties~~31, of2024 ~~$350,000.~~total $2,~~738~~023,~~132~~375 ofas ~~the~~compared ~~remaining debt has been renegotiated~~ to be$3,088,132 ~~payable~~in ~~out~~2023. ofThe ~~future~~decrease ~~revenue~~is orattributable ~~future~~to ~~profits~~the ~~and~~discharging of ~~otherwise~~notes ~~does~~payable ~~not~~with ~~come~~balances ~~due.~~of $2,417,502 as of ~~the~~September $218,~~738,132 will~~ be2024 ~~discharged~~in ifaccordance ~~not~~with ~~paid~~the byCompany’s ~~September~~2019 18bankruptcy, ~~2024~~offset by additional borrowings of $930,000.

During the fiscal year ended December 31, ~~2023~~2024, the Company’s operating expenses ~~decreased~~increased $~~974~~865,~~861~~964 to $24,~~957~~056,~~415~~879 from $3,~~932~~190,~~276~~915 in ~~2022~~2023. This ~~decrease~~increase can primarily be attributed to ~~equity~~stock-based compensation of $1,~~565~~674,~~589~~710 in ~~2022~~2024 due to the vesting and expensing of options versus $728,911 in 2023.

During the fiscal year ended December 31, ~~2023~~2024, the Company’s investing activities used $~~320~~115,~~504~~791 in cash versus $320,505 in 2023. This decrease can be attributed to $287,~~829~~ 828 used to purchase machinery and equipment and $32,~~675~~677 in patent costs. ~~These are to be compared to $205,520 cash used~~ in ~~2022~~2023 ~~with~~versus $~~138~~71,~~170 used~~138 ~~to purchase machinery~~ and ~~equipment, and~~ $6744,~~350~~653 respectively in ~~patent costs~~2024.

During the fiscal year ended December 31, ~~2023~~2024, the Company generated an aggregate of $1,~~750~~127,~~023~~000 through its financing activities, which is a andecrease ~~increase~~ of $~~461~~623,~~123~~024 from ~~$1,288,900 raised during~~ fiscal year ~~ended~~2023 ~~December~~where ~~31,~~it ~~2022~~was $1,750,024. This ~~increase~~decrease from the prior year can be attributed to $~~700~~197,000 net proceeds ~~from~~raised ~~issuance~~in ofprivate ~~convertible~~placements ~~notes~~ as compared to ~~zero~~$1,002,773 in ~~2022~~2023, ~~and~~offset by the issuance of $1930,~~002,772~~000 ~~raised~~ in ~~private~~convertible ~~placements as~~notes ~~compared~~in to2024 versus $1700,~~168,~~000 in ~~2022,~~2023. ~~and~~There was also $97,251 received from the exercise of options and warrants in 2023 as compared to $~~120,900~~0 in ~~2022~~2024, and a $50,000 debt repayment in 2023 versus $0 in ~~2022~~2024.

Capital Resources

At this time, the Company has limited liquidity and capital resources. To continue funding its operations, the Company will need to generate revenue or obtain additional financing for current and future operations. The Company anticipates needing ~~around~~between $2515 million and $100 million to pay for its share of the ~~Vertiblue~~VertiBlue Fuels joint venture and start commercial production of Sustainable Aviation Fuel. The Company ~~anticipates~~ anticipates generating revenue from this joint venture 18-24 months from financing. There is no guarantee that we will achieve all of the additional funding that is needed.

As of the date of filing, the Company has raised $~~100~~930,000 through the issuance of convertible notes in 2024, and $1197,~~800,023~~000 ~~through~~from the issuance of common stock. The Company also was awarded a ~~private placement~~grant for $1,150,000 from the ~~exercise~~Department of ~~warrants~~Energy, ~~and~~$285,000 ~~the issuance~~ of ~~convertible~~which ~~notes~~was received in ~~2023,~~2024. The Company raised $1,~~288~~800,~~900~~024 inthrough ~~2022,~~a ~~through~~private placement, the ~~issuance~~exercise of ~~common stock~~warrants and ~~the~~options ~~exercise~~and the issuance of ~~warrants~~convertible ~~and~~notes ~~options~~in 2023, in addition to $1416,~~826~~115,~~952~~852 raised through the end of ~~2021~~2022 through its private placement offerings, and in addition to capital raised through debt or convertible notes. However, there is no guarantee that the company will be able to raise any additional capital on terms acceptable to the Company.

The inability to obtain this funding either in the near term and/or longer term will materially affect the ability of the Company to implement its business plan of operations and jeopardize the viability of the Company. In that case, the Company may need to re-evaluate and revise its operations.

Going Concern

The Company has incurred losses since inception, and it may be unable to raise further capital. At December 31, ~~2023~~2024, the Company had a working capital deficit of $12,~~426~~130,~~411~~829 and had incurred accumulated losses of $5557,~~836~~255,~~780~~761 since its inception. The Company expects to incur significant additional losses in connection with its continued start-up activities. As disclosed in Note 2 to the financial statements, there is substantial doubt as to the Company’s ability to continue as a going concern based upon recurring operating losses and its need to obtain additional financing to sustain operations. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses.

Equity

As of December 31, ~~2023~~2024, shareholders’ equity was negative $(32,~~561~~845,~~082)~~903.

There were ~~302~~307,~~750~~960,~~963~~508 shares of common stock issued and outstanding as of December 31, ~~2023~~2024.

1213

There were no preferred shares outstanding.

The Company has paid no dividends.

Critical Accounting ~~Policies~~Estimates

Basis of Presentation

The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the Company’s majority-owned subsidiaries over which the Company exercised control, if any, and there are currently none.

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of the Company and its then-existing subsidiaries, after elimination of intercompany accounts and transactions. Investments in business entities in which the Company lacks control but has the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. The Company’s proportionate share of net income or loss of the entity is recorded in the Consolidated Statements of Earnings.

Use of Estimates

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

Stock Compensation

The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company’s common stock or financial instruments that grant the recipient the right to acquire shares of the Company’s common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic 718, “Stock Compensation”. ~~(formerly~~We ~~referred~~account tofor asall ~~SFAS~~share-based ~~No.~~payments ~~123(R)).~~and ~~Share~~awards under the fair value-based ~~payments~~method. toWe ~~consultants,~~account ~~service~~for ~~providers~~the granting of stock options and warrants using the fair value method whereby all awards will be recorded at fair value on the date of the grant. The fair value of all stock options and ~~other~~warrants ~~non~~is expensed over their vesting period with a corresponding increase to additional paid-in capital. The fair value of stock options and warrants is determined using a Black-Scholes valuation model. Option pricing models require the input of subjective assumptions including the length of time employees ~~are~~will ~~accounted~~retain their ~~for~~vested ~~under~~stock inoptions ~~accordance~~and ~~with~~warrants ~~ASC~~before ~~Topic~~exercising ~~718~~them, ~~ASC~~expected ~~Topic~~share ~~505~~price volatility, ~~“Equity~~and ~~Payments~~interest rate. The fair value of share-based awards is based on the valuation of the common stock on the date of grant. The fair value of time-based awards that are ultimately expected to ~~Non~~vest is recognized as an expense on a straight-~~Employees”~~line basis over the requisite service period. The fair value of performance-based orawards ~~other~~is ~~applicable~~adjusted ~~authoritative~~for ~~guidance~~the probability of achieving the performance conditions and is recognized on a straight-line basis over the term of the award agreement. Changes in the input assumptions for options and warrants can materially affect the fair value estimate and the Company’s net loss.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable, the Company compares the carrying amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. The Company monitors its investment in property, equipment, and patents and trademarks for impairment at least annually and makes appropriate reductions in the carrying value if it determines that an impairment charge is required based on qualitative and quantitative information.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Item 8. Financial Statements and Supplementary Data.

Set forth below are the audited financial statements for the Company for the years ended December 31, ~~2023~~2024, and December 31, ~~2022~~2023, and the report thereon of ~~BF Borgers~~Assure, PCPA.A.

1314

Blue Biofuels, Inc.

Financial Statements

Years Ended December 31, ~~2023~~2024, and ~~2022~~2023

Index to Financial Statements Page

	Page
Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm PCAOB ID 444	F-2
Consolidated Balance Sheets as of December 31, 2023, and December 31, 2022.	F-4
Balance Sheets as of December 31, 2024, and December 31, 2023.	F-3
Consolidated Statements of Operations for the years ended December 31, 2023, and December 31, 2022.	F-5
Statements of Operations for the years ended December 31, 2024, and December 31, 2023.	F-4
Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2023, and December 31, 2022.	F-6
Statements of Stockholder’s Deficit for the years ended December 31, 2024, and December 31, 2023.	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023, and December 31, 2022.	F-7
Statements of Cash Flows for the years ended December 31, 2024, and December 31, 2023.	F-6
Notes to the Consolidated Financial Statements	F-8
Notes to the Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Blue Biofuels, Inc.

Opinion on the Financial Statements

We have audited the accompanying ~~consolidated~~ balance ~~sheet~~sheets of Blue Biofuels, Inc. (the “Company”) as of December 31, 2024 and 2023, the related ~~statement~~statements of operations, of stockholders’ ~~equity (~~deficit), and of cash flows for the ~~year~~years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the ~~year~~years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Substantial~~The ~~Doubt about the~~ Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s ~~significant~~has ~~operating~~accumulated losses ~~raise~~since inception and has negative working capital. These factors raised substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit provides~~audits provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~Matter

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or ~~are~~ required to be be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements ~~and~~ and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

We/s/Assure ~~determined~~CPA, ~~that there are no critical audit matters.~~LLC

/sSpokane, ~~BF Borgers CPA PC~~Washington

BFMarch ~~Borgers~~19, ~~CPA PC (PCAOB ID 5041)~~2025

We have served as the Company’s auditor since 2023.

Lakewood, CO

March 26, 2024

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Blue Biofuels, Inc.

~~Opinion~~BALANCE ~~on the Financial Statements~~SHEETS

We have audited the accompanying consolidated balance sheet of Blue Biofuels, Inc. (the “Company”) as of December 31, 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

	December 31, 2024			December 31, 2023
ASSETS
Current Assets
Cash and Cash Equivalents	$	48,797		$	41,008
Prepaid Expenses		32,489			35,750
TOTAL CURRENT ASSETS		81,286			76,758
Other Assets
Property and Equipment, net of accumulated depreciation and amortization of $361,887 and $243,089 at December 31, 2024 and December 31, 2023, respectively		539,648			587,308
Security Deposits		30,276			30,276
Right of Use Assets, net of accumulated amortization		440,298			81,091
Patents and Trademarks		298,079			254,786
TOTAL OTHER ASSETS		1,308,301			953,461
TOTAL ASSETS	$	1,389,587		$	1,030,219

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts Payable	$	227,195		$	22,798
Accounts Payable - Related Party		72,670			72,670
Accounts Payable		72,670			72,670
Deferred Wages and Directors’ Fees - Related party		1,607,870			828,312
Right of Use Lease Liability - Current		68,677			85,983
Convertible Notes Payable — Related Party		-			350,000
Convertible Notes Payable — Other		50,000			-
Convertible Notes Payable		50,000			-
Interest Payable - Related Party		185,703			143,406
TOTAL CURRENT LIABILITIES		2,212,115			1,503,169
Long term liabilities
Right of Use Lease Liability, Long Term		372,745			-
Notes Payable — Related Party		1,140,000			-
Convertible Notes Payable — Related Party		190,000			300,000
Convertible Notes Payable — Other		-			50,000
Convertible Notes Payable		-			50,000
Legacy Notes Payable — Related Party		200,630			2,521,562
Legacy Notes Payable — Other		120,000			216,570
TOTAL LONG TERM LIABILITIES		2,023,375			3,088,132
TOTAL LIABILITIES		4,235,490			4,591,301

COMMITMENTS AND CONTINGENCIES (NOTES 9 AND 10)		-			-

STOCKHOLDERS’ DEFICIT
Preferred stock; $0.001 par value; 10,000,000 shares authorized; zero shares issued and outstanding		-			-
Common stock; $0.001 par value; 1,000,000,000 shares authorized; 307,960,508 issued and outstanding at December 31, 2024, and 302,750,963 issued and outstanding at December 31, 2023.		307,961			302,751
Additional paid-in capital		54,101,897			51,972,947
Accumulated deficit		(57,255,761	)		(55,836,780	)
TOTAL STOCKHOLDERS’ DEFICIT	$	(2,845,903	)	$	(3,561,082	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,389,587		$	1,030,219

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. The Company has not generated any significant revenue since inception and has incurred losses since inception. As of December 31, 2022, the Company has incurred losses of $52,781,586. The Company expects to incur significant additional losses and liabilities in connection with its start-up and commercialization activities. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success. Management’s plans in regard to these matters are also described in Note 2 to the accompanying consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We determined that there are no critical audit matters.

/s/ Prager Metis CPAs, LLC We have served as the Company’s auditor since 2020. Our Auditor Firm ID is 273. Hackensack, New Jersey March 31, 2023

F-3

Blue Biofuels, Inc.

CONSOLIDATED BALANCE SHEETS

	December 31, 2023			December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	41,008		$	211,901
Prepaid expenses		35,750			43,119
TOTAL CURRENT ASSETS	$	76,758		$	255,020
Other assets
Property and equipment, net of accumulated depreciation and amortization of $243,089 and $127,178 at December 31, 2023 and December 31,2022, respectively		587,308			420,115
Security deposits		30,276			30,276
Right of Use Assets, net of accumulated amortization		81,091			178,399
Patents		254,786			222,109
TOTAL OTHER ASSETS	$	953,461		$	850,899
TOTAL ASSETS	$	1,030,219		$	1,105,919
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	22,798		$	37,135
Accounts payable - Related Party		72,670			72,670
Accounts payable		72,670		$	72,670
Deferred wages and director’s fees - Related party		828,312			307,606
Right of Use Lease Liability - Current		85,983			95,172
Chapter 11 Settlement		-			50,000
Convertible Notes Payable — Related Party		350,000			-
Interest Payable - Related Party		143,406			76,138
TOTAL CURRENT LIABILITIES	$	1,503,169		$	638,721
Long term liabilities
Right of Use Lease Liability, net of current portion		-			85,983
Notes Payable — Related Party		2,821,562			2,521,562
Notes Payable — Other		266,570			216,570
TOTAL LONG TERM LIABILITIES	$	3,088,132		$	2,824,115
TOTAL LIABILITIES	$	4,591,301		$	3,462,836
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock; $0.001 par value; 10,000,000 shares authorized; zero shares issued and outstanding		-			-
Common stock; $0.001 par value; 1,000,000,000 shares authorized; 302,750,963 issued and outstanding at December 31, 2023, and 289,941,623 issued and outstanding at December 31, 2022.		302,751			289,942
Additional paid-in capital		51,972,947			50,134,727
Accumulated deficit		(55,836,780	)		(52,781,586	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	$	(3,561,082	)	$	(2,356,917	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,030,219		$	1,105,919

The accompanying notes are an integral part of these consolidated financial statements

F-43

Blue Biofuels, Inc

~~CONSOLIDATED~~STATEMENTS ~~STATEMENT~~ OF OPERATIONS

	2023			2022
	2024			2023
	Year Ended
	31-Dec
	December 31
	2023			2022
	2024			2023
Revenue	$	-		$	-
Operating expense:
General and administrative		1,~~339~~726,~~789~~106			1,~~541~~339,~~959~~789
Research & Development		1,849,967			2,350,218
Research and development		2,329,413			1,849,967
Loss on disposal of assets		1,~~159~~360			401,~~099~~159
Total operating expenses		34,~~190~~056,~~915~~879			3,~~932~~190,~~276~~915
Loss from operations:		(34,~~190~~056,~~915~~879	)		(3,~~932~~190,~~276~~915	)
Other (income) expense:
Government Grants		(~~233~~285,~~500~~000	)		-(233,500	)
Common Stock Recission		-			(1,500	)
Gain on extinguishment of debt		(2,417,502	)		-
Interest expense - related party		8954,~~363~~747			2689,~~847~~363
Interest expense - other		89,~~416~~857			28,~~560~~416
Total other (income) expense		(~~135~~2,~~721~~637,898	)		27(135,~~907~~721	)
Income (Loss) before provisions for income taxes	$	(31,~~055~~418,~~194~~981	)	$	(3,~~960~~055,~~183~~194	)
Provisions for income taxes		-			-
Net Income / (Loss):	$	(3,055,194	)	$	(3,960,183	)
Net Income (Loss):	$	(1,418,981	)	$	(3,055,194	)
Net income (loss) per share	$	(0.010	)	$	(0.014	)
Net income (loss) per share - basic and diluted	$	(0.005	)	$	(0.010	)
Weighted average common shares outstanding
Basic		~~299~~303,~~950~~851,~~813~~512			~~278~~299,~~830~~950,~~924~~813
Diluted		303,851,512			299,950,813

The accompanying notes are an integral part of these ~~consolidated~~ financial statements

F-4

Blue Biofuels, Inc.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Shares		Amount		Shares		Amt		Capital			Deficit			Deficit
	Common Stock				Preferred Stock				Additional Paid-in			Accumulated			Total Stockholder’s
	Shares		Amount		Shares		Amt		Capital			Deficit			Deficit
Balance as of December 31, 2023		302,750,963	$	302,751		-		-	$	51,972,947		$	(55,836,780	)	$	(3,561,082	)
Issuance of common stock for services		114,545	$	115					$	9,980					$	10,095
Issuance of 303,500 warrants for services										23,820						23,820
Issuance of warrants for services										23,820						23,820
Issuance of 180,000 warrants for interest										12,450						12,450
Issuance of warrants for interest										12,450						12,450
Repricing of warrants for services										21,231						21,231
Cancelling 350,000 warrants for services										(29,991	)					(29,991	)
Cancelling warrants for services										(29,991	)					(29,991	)
Issuance of common stock and warrants for cash through PPM		1,970,000		1,970						195,030						197,000
Issuance of common stock and warrants on the conversion of notes		3,125,000		3,125						246,875						250,000
Stock based compensation recognized under the employee, director plan										1,649,555						1,649,555
Net Income (Loss)		-		-		-		-		-			(1,418,981	)	$	(1,418,981	)
Balance as of December 31, 2024		307,960,508	$	307,961		-		-	$	54,101,897		$	(57,255,761	)	$	(2,845,903	)

Balance as of December 31, 2022		289,941,623	$	289,942		-		-	$	50,134,727		$	(52,781,586	)	$	(2,356,917	)
Balance		289,941,623	$	289,942		-		-	$	50,134,727		$	(52,781,586	)	$	(2,356,917	)
Issuance of common stock for services		174,194	$	174					$	29,126					$	29,300
Issuance of 614,000 warrants for services										62,583						62,583
Issuance of warrants for services										62,583						62,583
Issuance of 180,000 warrants for interest										22,094						22,094
Issuance of warrants for interest										22,094						22,094
Warrants exercised		5,450,148		5,450						66,801						72,251
Issuance of common stock and warrants for cash through PPM		6,684,998		6,685						996,088						1,002,773
Stock based compensation recognized under the employee, director plan										637,028						637,028
Employee stock options exercised		500,000		500						24,500						25,000
Net Income (Loss)		-		-		-		-		-			(3,055,194	)		(3,055,194	)
Balance as of December 31, 2023		302,750,963	$	302,751		-		-	$	51,972,947		$	(55,836,780	)	$	(3,561,082	)
Balance		302,750,963	$	302,751		-		-	$	51,972,947		$	(55,836,780	)	$	(3,561,082	)

The accompanying notes are an integral part of these financial statements

F-5

Blue Biofuels, Inc.

~~CONSOLIDATED~~ STATEMENTS OF ~~STOCKHOLDERS’~~CASH ~~EQUITY (DEFICIT)~~FLOWS

	Shares			Amount			Shares		Amt		Capital			Deficit			(Deficit)
	2024			2023
	Common Stock						Preferred Stock				Additional Paid-in			Accumulated			Total Stockholder’s
	Year Ended
	Shares			Amount			Shares		Amt		Capital			Deficit			(Deficit)
	December 31
Balance as of December 31, 2022		289,941,623		$	289,942			-	$	-	$	50,134,727		$	(52,781,586	)	$	(2,356,917	)
	2024			2023
Issuance of common stock for services		174,194		$	174						$	29,126					$	29,300
Cash flows from operating activities
Issuance of 794,000 warrants for services												84,677						84,677
Net Income (Loss)	$	(1,418,981	)	$	(3,055,194	)
Warrants exercised		5,950,148			5,950							91,301						97,251
Reconciliation of net loss to net cash used in operating activities
Issuance of common stock and warrants for cash through PPM		6,684,998			6,685							996,087						1,002,772
Depreciation and amortization		118,798			119,476
Issuance of common stock in exchange for debt																		-
Stock based compensation		1,674,710			751,005
Vesting of 4,385,000 options under the employee, director plan												637,028						637,028
Extinguishment of debt		(2,417,502	)		-
Net Income (Loss)										-					(3,055,194	)	$	(3,055,194	)
Issuance of warrants for interest expense		12,450			-
Balance as of December 31, 2023		302,750,963		$	302,751			-	$	-	$	51,972,946		$	(55,836,780	)	$	(3,561,082	)
Loss on Disposal of assets		1,360			1,159
Balance as of December 31, 2021		274,003,883		$	274,004			-	$	-	$	47,151,353		$	(48,821,403	)	$	(1,396,046	)
Changes in operating assets and liabilities
Balance		274,003,883		$	274,004			-		-	$	47,151,353		$	(48,821,403	)	$	(1,396,046	)
Prepaid expenses		3,261			7,369
Issuance of common stock for services		812,119			812							135,738						136,550
Accounts payable		200,629			(12,201	)
Issuance of 77,333 warrants for services												9,773						9,773
Deferred wages and directors’ fees -related party		779,558			520,706
Issuance of warrants for services												9,773						9,773
Interest payable - related party		42,297			67,268
Warrants exercised		7,000,000			7,000							98,000						105,000
Net cash used in operating activities		(1,003,420	)		(1,600,412	)
Issuance of common stock and warrants for cash through PPM		7,786,664			7,787							1,160,213						1,168,000
Cash flows from investing activities
Issuance of common stock in exchange for debt																		-
Net purchase of property and equipment		(71,138	)		(287,828	)
Vesting of 12,560,000 options under the employee, director plan												1,565,589						1,565,589
Patent and trademark costs		(44,653	)		(32,677	)
Vesting of options under the employee, director plan												1,565,589						1,565,589
Net cash from (used in) investing activities		(115,791	)		(320,505	)
Employee stock options exercised		350,000			350							15,550						15,900
Cash flows from financing activities
Stock Recinded		(11,043	)		(11	)						(1,489	)					(1,500	)
Net proceeds from issuance of common stock		197,000			1,002,773
Net Income (Loss)										-					(3,960,183	)		(3,960,183	)
Net proceeds from the issuance of convertible notes — RP		680,000			700,000
Balance as of December 31, 2022		289,941,623		$	289,942			-	$	-	$	50,134,727		$	(52,781,586	)	$	(2,356,917	)
Net proceeds from the issuance of convertible notes — Other		250,000			-
Balance		289,941,623		$	289,942			-		-	$	50,134,727		$	(52,781,586	)	$	(2,356,917	)
Proceeds from exercise of warrants and options		-			97,251
Repayment of debt		-			(50,000	)
Net cash provided by financing activities		1,127,000			1,750,024
Net increase (decrease) in cash and cash equivalents		7,789			(170,893	)
Cash and cash equivalent at beginning of the year		41,008			211,901
Cash and cash equivalent at end of the year	$	48,797		$	41,008
Supplemental disclosure of cash flow information
Cash paid during the year for
Interest	$	-		$	-
Taxes	$	-		$	-
Supplemental schedule of non-cash financing and investing activities
Recognition of operating lease liability and right-of-use asset	$	452,132		$	-
Issuance of common stock and warrants on the conversion of notes payable	$	250,000		$	-

The accompanying notes are an integral part of these ~~consolidated~~ financial statements

F-6

Blue Biofuels, Inc.

~~CONSOLIDATED~~NOTES ~~STATEMENTS~~TO OFFINANCIAL ~~CASH FLOWS~~STATEMENTS

	For the Year Ended			For the Year Ended
	31-Dec-23			31-Dec-22
Cash flows from operating activities
Net Income (Loss)	$	(3,055,194	)	$	(3,960,183	)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization		216,785			138,464
Stock based compensation for services		29,300			136,550
Recission of stock		-			(1,500	)
Net Issuance of options and warrants for services		721,705			1,575,362
Loss on Disposal of assets		1,159			40,099
Changes in operating assets and liabilities
Prepaid expenses		7,368			1,933
Accrued interest - related party		67,269			26,846
Accounts payable and accrued liabilities		506,369			92,887
Right of use lease		(95,172	)		(86,601	)
Net cash used in operating activities		(1,600,411	)		(2,036,143	)
Cash flows from investing activities
Net purchase of property and equipment		(287,828	)		(138,170	)
Patent Costs		(32,677	)		(67,350	)
Net cash from (used in) investing activities		(320,505	)		(205,520	)
Cash flows from financing activities
Net proceeds from issuance of common stock		1,002,772			1,168,000
Net proceeds from issuance of convertible notes		700,000			-
Proceeds from exercise of warrants and options		97,251			120,900
Payment of debt		(50,000	)		-
Net cash provided by financing activities		1,750,023			1,288,900
Net increase (decrease) in cash and cash equivalents		(170,893	)		(952,763	)
Cash and cash equivalent at beginning of the period		211,901			1,164,664
Cash and cash equivalent at end of the period	$	41,008		$	211,901
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest	$	-		$	-
Taxes	$	-		$	-
Supplemental schedule of non-cash activities
Issuance of warrants for services	$	84,677		$	9,773
Issuance of common stock for services	$	29,300		$	136,550
Cashless conversion of warrants/options		-			-
Conversion of convertible debenture to common stock	$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

F-7

Blue Biofuels, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

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

In early 2018, our chief executive officer (“CEO”) Ben Slager invented a new technology system referred to as Cellulose-to-Sugar or CTS, and the Company filed, and received, two patents for this technology (U.S. Patent No. 10,994,255 and 11,484,858B2), and has subsequently been granted the firrst in Japan and El Salvador. The Company also filed for both patent in other major jurisdictions of the world including the European Patent Organization, Australia, Brazil, China, the African Regional Intellectual Property Organization, and the Russian Federation. The patent applications are currently pending in all of these international jurisdictions. Further, the company has filed for 6 other patents in the United States which are currently pending.

The CTS process is a continuous mechanical/chemical dry process for converting cellulose material into sugar and lignin. The CTS system converts plant-based feedstock into one primary product, soluble sugars, which can be further processed into cellulosic ethanol and other biofuels like jet fuel, and potentially into bio chemicals.

In 2022, the Company partnered with K.R. Komarek to build its CTS machines going forward. Komarek is an industry leading manufacturing company that builds briquetting machines and compaction/granulation systems with throughput capacities up to 50 tons per hour. In 2023, the Company completed the build-out of a pilot plant based on a modified Komarek machine and is in the process of further testing and optimizing the plant. The Company believes that it can optimize the pre and post processing elements at this pilot scale plant to finalize design and operational parameters to provide operating cost estimates of a full-scale commercial volume system. Due to its mechanical nature and modularity, we anticipate that one plant would have multiple modular CTS systems.

Plan of Operation

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

1) Conversion from feedstock to fermentable cellulosic sugars (CTS) 2) Ferment the cellulosic sugars into cellulosic ethanol. 3) Covert the ethanol into SAF and related products. This third step happens with the Vertimass technology which the Company has licensed.

In January 2024, the Company formed a 50-50 joint venture partnership with Vertimass called VertiBlue Fuels, LLC, that has the mission to build an ethanol-to-SAF facility in Florida with the initial goal to produce around 10 million gallons of Sustainable Aviation Fuel (SAF) and related products, and then expand SAF and related product production to approximately 70 million gallon per year. VertiBlue Fuels plans to initially convert sugarcane ethanol, and then, when the Company’s CTS technology is fully commercialized, to build commercial CTS and ethanol facilities on the front-end to produce cellulosic SAF and generate the large D7 RIN and other government credits. Commencing commercial production will require project financing.

F-8

NOTE 2 – GOING CONCERN

The accompanying ~~consolidated~~ financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any significant revenue since inception and has incurred losses since inception. As of December 31, ~~2023~~2024, the Company has incurred accumulated losses of $5557,~~836~~255,~~780~~761. The Company expects to incur significant additional losses and liabilities in connection with its start-up and commercialization activities. These factors, among others, raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient revenues from its operations to pay its operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments related to the recoverability and classifications of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty. There are no assurances that the Company will continue as a going concern.

Management believes that the Company’s future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities, and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, or sell additional shares of stock or borrow additional funds. The Company’s inability to obtain additional cash could have a material adverse effect on its financial position, results of operations, and its ability to continue in existence. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying ~~consolidated~~ financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”).

Principles of Consolidation

The accompanying ~~consolidated~~ financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany ~~accounts~~ accounts and transactions. Investments in business entities in which the Company lacks control but has the ability to exercise significant ~~influence~~ influence over operating and financial policies are accounted for using the equity method. ~~All~~In ~~material~~2023 ~~intercompany~~and ~~transactions~~2024, ~~and~~the Company did not have any wholly ~~balances~~owned ~~were~~subsidiaries, ~~eliminated~~and inso ~~consolidation~~the financial statements include the results of the parent company only.

Use of Estimates

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

F-9

Cash and Cash Equivalents

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

Stock Compensation

~~Stock~~F-~~based Compensation Valuation Methodology~~7

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

The ~~stock~~Company ~~compensation~~uses ~~issued~~its common stock for ~~services~~various ~~during~~forms ~~the~~of ~~years~~share ~~ended~~based ~~December~~compensation 31arrangements entered into with directors, ~~2023~~officers, employees and ~~December~~consultants. ~~31,~~Share ~~2022,~~based ~~were~~compensation ~~valued~~arrangements are accounted for at fair value on the date of ~~issuance~~grant. ~~The~~ ~~following~~For ~~assumptions~~awards ~~were~~with ~~used~~graded investing, the ~~calculations~~fair value of ~~the~~each ~~Black-Scholes~~tranche ~~option~~is ~~pricing~~measured ~~models~~separately ~~for~~and ~~warrant-based~~recognized ~~stock~~over ~~compensation~~its ~~issued~~respective vesting period. The total amount recognized inas expense is adjusted to reflect the ~~years~~number ~~ended~~of ~~December~~share ~~31,~~options ~~2023,~~which ~~and~~ultimately ~~December~~vest. ~~31,~~The ~~2022:~~Company recognizes forfeitures as they occur.

~~SCHEDULE~~The fair OFvalue ~~BLACK~~of common stock and share-~~SCHOLES~~based ~~OPTION~~awards ~~PRICING~~that ~~MODELS~~do ~~FOR~~not ~~WARRANT~~contain market conditions is based on the valuation of the common stock on the date of grant. The fair value of time-~~BASED~~based ~~STOCK~~awards ~~COMPENSATION~~that are ultimately expected to vest is recognized as an expense on a straight-line basis over the requisite service period. The fair value of performance-based awards is adjusted for the probability of achieving the performance conditions and is recognized on a straight line basis over the term of the award agreement.

	1/5/22			4/19/22			6/21/22			9/30/22			12/30/22
Risk-free interest rate		1.71	%		2.93	%		3.38	%		4.06	%		3.99	%
Expected life		10 years			10 years			5 years			5 years			5 years
Expected dividends		0	%		0	%		0	%		0	%		0	%
Expected volatility		133.99	%		133.42	%		134.52	%		128.59	%		124.11	%
BIOF common stock fair value	$	0.259		$	0.165		$	0.167		$	0.167		$	0.145

The fair value of stock options and warrants is determined using a Black-Scholes valuation model. Option pricing models require the input of subjective assumptions including the length of time employees will retain their vested stock options before exercising them, expected share price volatility, and interest rate. The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve Rate with an equivalent term in effect as of the date of grant. The expected option and warrant lives and volatility assumptions are based on historical data of the Company’s closing day market price per share. Changes in the input assumptions can materially affect the fair value estimate and the Company’s net loss.

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

F-10

	4/26/23			6/5/23			7/13/23			7/26/23			10/16/23			11/1/23			12/27/23
Risk-free interest rate		3.46	%		3.77	%		3.93	%		3.86	%		4.72	%		4.67	%		3.78	%
Expected life		5 years			7 years			5 years			5 years			5 years			5 years			5 years
Expected dividends		0	%		0	%		0	%		0	%		0	%		0	%		0	%
Expected volatility		119.28	%		103.20	%		90.70	%		87.22	%		81.19	%		81.11	%		91.10	%
BIOF common stock fair value	$	0.165		$	0.170		$	0.160		$	0.160		$	0.131		$	0.123		$	0.106

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets, generally 5 to 10 years. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. When an asset is sold, we recognize a gain (loss) in the Statements of Operations based upon the proceeds received on the sale less the net carrying value of the asset.

~~Patent Capitalization~~Patents

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

Research and Development

The Company expenses all research and development costs as incurred. ~~For the years ended December 31, 2023, and December 31, 2022, the amounts charged to research and development expenses were $1,849,967 and $2,350,218, respectively.~~

~~Revenue Recognition~~Leases

~~Effective~~Upon ~~January 1~~inception, ~~2018,~~ the Company ~~adopted~~determines ~~ASC~~if ~~606~~a —contractual ~~Revenue~~arrangement ~~from~~is, ~~Contracts~~or ~~with Customers. Under ASC 606~~contains, ~~the~~a ~~Company~~lease. ~~recognizes revenue from the commercial sales~~ Right-of-use ~~products by:~~ (1“ROU”) ~~identify~~assets ~~the contract (if any) with a customer; (2) identify the performance obligations~~and inliabilities ~~the~~related ~~contract~~to ~~(if~~operating ~~any);~~leases ~~(3)~~are ~~determine~~separately ~~the~~reported ~~transaction price; (4) allocate the transaction price to each performance obligation~~ in the ~~contract~~ ~~(if~~Balance ~~any); and (5) recognize revenue when each performance obligation is satisfied~~Sheets. ~~Under~~The ~~ASC~~Company ~~606,~~currently ~~revenue~~has isno ~~recognized~~financing ~~when the following criteria are met:~~leases.

1ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. ~~persuasive~~When ~~evidence~~the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of anthe ~~arrangement~~future ~~exists;~~lease 2payments. ~~product~~The ~~has~~incremental ~~been~~borrowing ~~delivered~~rate oris derived from information available at the ~~services~~lease commencement date and represents the rate of interest that a lessee would have ~~been~~to ~~rendered~~pay to borrow an amount equal to the ~~customer;~~lease 3payments on a collateralized basis over a similar term in a similar economic environment. ~~the~~Operating ~~sales~~lease ~~price~~ROU isassets ~~fixed~~and liabilities also include any cumulative prepaid or ~~determinable;~~accrued ~~and,~~rent 4.when ~~collectability~~the oflease payments are uneven throughout the ~~fee~~lease term. The ROU assets and lease liabilities may include options to extend or ~~sales~~terminate ~~price~~the lease when it is reasonably ~~assured~~certain that we will exercise that option.

The Company currently has no customers. The Company’s revenues are expected to be derived principally from products sold through joint ventures and corporate owned plants. However, no sales have occurred through those revenue streams to date. The company will recognize revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms.F-8

FLease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-11line rent expense over the lease term. Variable lease expenses are recorded when incurred.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. As of December 31, 2023, the Company has convertible instruments but none that have intrinsic value to conversion options, hence no bifurcation is necessary.

Accounting for Derivative Instruments

The Company issues debentures where the number of shares into which a debenture can be converted is not fixed. (For example, when a debenture converts at a discount to market based on the stock price on the date of conversion.) The Company analyzes the embedded conversion option of the convertible debentures to determine if it should be bifurcated from the host contract and recorded at their fair value. In accounting for derivatives, the Company records a liability representing the estimated present value of the conversion feature considering the historic volatility of the Company’s stock, and a discount representing the imputed interest associated with the beneficial conversion feature. The discount is then amortized over the life of the debenture and the derivative liability is adjusted periodically according to stock price fluctuations. At the time of conversion, any remaining derivative liability is charged to additional paid-in capital. For purposes of determining derivative liability, the Company uses Black-Scholes modeling for computing historic volatility. As of December 31, 2023, the Company has no derivative instruments.

Common Stock Purchase Warrants and Other Derivative Financial Instruments

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

Investments in non-consolidated affiliates

Investments in non-consolidated affiliates are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company’s ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investees’ net income or losses after the date of investment. When net losses from an investment are accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company’s share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. The Company monitors its investment for impairment at least annually and makes appropriate reductions in the carrying value if it determines that an impairment charge is required based on qualitative and quantitative information. As of December 31, 2023, the Company had no investments in non-consolidated affiliates.

F-12

Impairment of Long-Lived Assets

Income Taxes

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

~~ASC~~We ~~Topic~~evaluate ~~740.10.30~~uncertain ~~clarifies~~tax ~~the~~positions ~~accounting~~in ~~for~~a ~~uncertainty~~two-step inprocess, ~~income~~whereby ~~taxes~~(i) ~~recognized~~it inis andetermined ~~enterprise’s~~whether ~~financial~~it ~~statements~~is ~~and prescribes~~more alikely ~~recognition~~than ~~threshold~~not ~~and~~that ~~measurement~~the ~~attribute~~tax positions ~~for~~will be sustained based on the ~~financial~~technical ~~statement~~merits ~~recognition~~of the position and ~~measurement~~(ii) offor athose tax ~~position taken~~positions orthat ~~expected~~meet tothe bemore-likely-than-not recognition ~~taken~~threshold, inthe alargest amount of tax ~~return.~~benefit ~~ASC~~that ~~Topic~~is ~~740.10.40~~greater ~~provides~~than ~~guidance~~50% onlikely ~~derecognition,~~of ~~classification,~~being ~~interest~~realized ~~and~~upon ~~penalties,~~ultimate settlement with ~~accounting~~the inrelated ~~interim~~tax ~~periods,~~authority ~~disclosure,~~would ~~and~~be ~~transition~~recognized. The Company has no material uncertain tax positions for any of the reporting periods presented.

~~Profit~~Net Income (Loss) per ~~Common~~ Share:

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

F-9

Grant Income

Government grants income is recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. A grant receivable is recognized for expenses or losses already incurred but for which grant funding has not yet been received. Grant funding received in excess of expenses or losses incurred is recognized as deferred revenue.

The Company has adopted the disclosure requirements of Accounting Standards Codification (“ASC”) 832 Government Assistance.

Fair Value Measurements

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

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

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

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

F-13

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

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

At December 31, ~~2022~~2024 and 2023, the Company ~~did~~has ~~not~~no ~~identify any~~ assets or liabilities that are ~~required~~measured toat befair ~~presented~~value on ~~the~~a ~~balance~~recurring ~~sheet~~basis. atThe estimated fair value inof ~~accordance~~certain ~~with~~financial ~~ASC~~instruments ~~825~~including notes payable are carried at historical cost basis, which approximates their fair values because of the short-10term nature of these instruments.

Segment

The Company operates as a single operating segment. All financial information is reviewed by the Company’s Chief Operating Decision Maker (CODM). The Company’s CODM is its chief executive officer. The CODM uses net loss, as presented in the statement of operations, to assess segment performance and allocate resources. The measure of segment assets is reported on the balance sheet as total assets.

Recent Accounting Pronouncements

~~From~~In ~~time~~November ~~to time~~2023, ~~new~~the ~~accounting~~Financial ~~pronouncements~~Accounting ~~are~~Standards ~~issued~~Board by(“FASB”) ~~the~~issued ~~Financial~~ Accounting Standards ~~Board~~Update or(“ASU”) ~~other~~2023-07, Segment ~~standard~~Reporting ~~setting~~(Topic ~~bodies~~280): ~~that~~Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to ~~may~~include ~~have~~disclosure anof ~~impact~~incremental onsegment ~~the~~information ~~Company’s~~on ~~accounting~~an annual and ~~reporting~~interim basis. ~~The~~Among ~~Company~~the ~~believes~~disclosure enhancements are new disclosures regarding significant segment expenses that ~~such~~are ~~recently~~regularly ~~issued~~provided ~~accounting~~to ~~pronouncements~~ the chief operating decision-maker and ~~other~~included ~~authoritative~~within ~~guidance~~each ~~for~~reported measure ~~which~~of ~~the~~segment ~~effective~~profit ~~date~~or isloss, inas ~~the~~well ~~future~~as ~~either~~other ~~will~~segment ~~not~~items ~~have~~bridging ansegment ~~impact~~revenue onto ~~its~~each ~~accounting~~reported ormeasure ~~reporting~~of segment profit or ~~that~~loss. ~~such~~The ~~impact~~amendments ~~will~~in ~~not~~ASU be2023-07 ~~material~~are toeffective ~~its~~for ~~financial~~fiscal ~~position~~years beginning after December 15, ~~results~~2023, ofand ~~operations~~for interim periods within fiscal years beginning after December 15, 2024, and ~~cash~~are ~~flows~~applied ~~when~~retrospectively. ~~implemented~~The adoption of this update as of December 31, 2024 had minimal impact on our consolidated financial statements and disclosure.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

F-10

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption.

NOTE 4 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	Life		December 31, ~~2023~~2024			December 31, ~~2022~~2023
Building and Improvements		15	$	9,370		$	9,370
Machinery and Equipment		10	$	795,606		$	512,450
Construction and Engineering		10		45,342			-
Furniture and Fixtures		5	$	13,596		$	13,649
Machinery and Equipment		5-10		821,402			795,606
Computer Equipment		3	$	11,825		$	11,824
Furniture and Fixtures		5		13,596			13,596
Property and Equipment, gross			$	830,397		$	547,293
Computer Equipment		3		11,825			11,825
Less Accumulated Depreciation			$	(243,089	)	$	(127,178	)
Property and Equipment, gross				901,535			830,397
Property and Equipment			$	587,308		$	420,115
Less Accumulated Depreciation				(361,887	)		(243,089	)
Property and Equipment			$	539,648		$	587,308

Total depreciation expense was $~~119~~118,~~476~~798 and $55119,~~601~~476 for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively.

In the fiscal year ended December 31, 2023, the Company disposed of laboratory equipment and machinery that was no longer in use for a total of $~~3500~~3,500 that was originally purchased for $~~8171~~8,172 and that had accumulated depreciation of $3,513, thereby taking a loss of $1,~~158~~159 on the disposal of assets. In the fiscal year ended December 31, ~~2022~~2024, the Company ~~disposed~~did ofnot ~~laboratory~~dispose ~~equipment and machinery that was no longer in use for a total~~ of ~~$1,185~~any ~~that originally was purchased for $240,898 and that had accumulated depreciation of $199,614, thereby taking a loss of $40,099 on the disposal of assets~~equipment.

NOTE 5 – PATENTS AND TRADEMARKS

The Company has obtained two patents and has applied for three more patents on its technology, and has also applied for international patents. The Company has obtained one trademark and has four more pending. The Company has capitalized the legal and filing fees of its patents and trademarks in the amount of $~~254~~298,~~786~~079 as of December 31, ~~2023~~2024. The Company disposed of one trademark in 2024, and recognized an expense of $1,360.

F-14

NOTE 6 – DEBT

~~Details~~Activity offor ~~each~~the ~~remaining~~years ~~debt,~~ended ~~including~~December ~~those~~31, ~~that~~2024 ~~have~~and ~~been~~2023 ~~paid~~associated ~~off~~with orthe ~~renegotiated~~Company’s ~~during~~debt ~~2023,~~is ~~are~~outlined ~~indicated~~ below.

Notes Payable – Related ~~Parties~~Party

OnDuring ~~December 13,~~ 2023, ~~and also on August 10, 2023, and on June 30, 2023,~~ the Company entered into a long- term convertible ~~notes~~note agreements of $460,000 with board member Chris Kneppers,. ~~with~~These ~~principal~~notes ~~balances~~bore ofinterest at $10~~,000,~~% ~~$50,000~~ and ~~$50,000,~~were ~~respectively,~~convertible ~~that~~into ~~are~~shares toof ~~be repaid when~~ the Company ~~receives~~’s $5comment ~~million~~stock inat ~~equity~~rates ~~investment.~~that ~~The~~ranged ~~Notes~~from ~~carry~~$0.13 ato ~~10%~~$0.25 ~~interest~~ per ~~annum~~share. ~~The~~A ~~Notes are convertible, at the option~~ portion of the ~~lender, into~~notes ~~common~~were ~~shares~~due ofto ~~the~~be ~~Company~~paid ator 15automatically ~~cents~~converted ~~per~~in ~~share,~~2024. ~~plus~~The aremaining ~~warrant~~were ~~with~~to abe ~~strike~~paid ~~price~~when ofthe 25Company ~~cents~~completes ~~per share and~~ a ~~5-year expiration,~~capital ~~for~~raise ~~a total~~ of ~~733,333~~at ~~shares~~least ~~and~~$5.0 ~~warrants~~million.

~~On November 11, 2023, and also on July 7, 2023, the Company entered into two long~~F-term convertible notes with board member Edmund Burke, with a total principal balance of $15,000 and $25,000, respectively, that are to be repaid when the Company receives an equity investment of at least $3 million. Otherwise, they accrued warrants, with a strike price of 15 cents and an expiration of 5 years, at the rate of 50,000 and 30,000 respectively every 12 months instead of interest, with a minimum of 80,000 warrants. The Notes may convert into common stock at $0.13/share at the option of the holder for a total of 307,692 shares.11

In ~~June 2023~~2024, ~~the~~prior ~~Company~~to ~~entered~~June ~~into~~22, ~~a short-term convertible note with board member Chris Kneppers~~2024, ~~with~~the aCompany ~~principal~~borrowed ~~balance~~an ofadditional $~~100~~240,000~~, that~~ iffrom ~~it’s~~Mr. ~~not~~Kneppers. ~~paid~~These bynotes ~~December~~were 6,non-interest ~~2023,~~bearing itand were ~~automatically~~initially ~~extends~~due ~~for~~13 ~~another~~months 6after ~~months~~issuance. ~~It’s~~The ~~convertible~~outstanding atprincipal ~~the~~balance ~~option of~~due ~~the~~to ~~lender~~Mr. ~~into~~Kneppers ~~common~~on ~~stock~~June at22, ~~$0.13/share~~2024 ~~for~~was ~~a total of 769~~$940,~~231 shares~~000.

InOn ~~April~~June ~~2023~~22, 2024, the ~~Company~~terms ~~entered~~of ~~into~~all aof ~~long-term~~the convertible ~~note~~notes ~~with~~due ~~board~~to ~~member~~Mr. ~~Edmund~~Kneppers ~~Burke,~~were ~~with~~modified. aUnder ~~principal~~the ~~balance~~modification, ofthe ~~$150,000,~~notes are now ~~that~~payable ison tothe beearliest ~~repaid~~of ~~when~~the date on which the Company ~~receives~~(1) anuplists ~~equity~~to ~~investment~~the ofNasdaq ator ~~least~~NYSE; (2) receives $1.5 million. ~~Otherwise,~~in itequity ~~accrued~~financing; or ~~warrants,~~(3) ~~with~~begins ~~a strike~~generating ~~price~~revenue offrom 15its ~~cents~~first ~~and~~facility. anSubsequent ~~expiration~~to ofthe ~~5 years~~amendment, at the ~~rate~~Company ofborrowed ~~100~~an additional $440,000 ~~every~~with same 6terms. ~~months~~Total ~~instead~~outstanding ofprincipal ~~interest~~balance due Mr. ItKneppers ~~may~~at ~~convert~~December ~~into common~~31, ~~stock~~2024 atis $01,140,000.~~13/share~~ atIn ~~the~~January ~~option~~and ofFebruary 2025, the Company ~~holder~~borrowed ~~for~~an aadditional ~~total~~$100,000 offrom ~~1,153,846~~Mr. ~~shares~~Kneppers with the same terms.

In ~~January~~connection ~~2023,~~with modification of the ~~Company~~terms ~~entered~~of ~~into~~all aof ~~short-term~~Mr. ~~convertible~~Kneppers ~~note~~notes, ~~with~~interest ~~board~~stopped ~~member~~accruing ~~Chris~~on ~~Kneppers~~March 31, ~~with~~2024. aIn ~~principal~~lieu ~~balance~~ of ~~$250~~interest,~~000,~~ ~~that~~the ifCompany ~~it’s~~will ~~not~~pay ~~paid~~Mr. byKneppers ~~July~~100% 4,of ~~2023,~~the itoutstanding ~~converts~~loan atbalance due him contingent upon the ~~option~~financing of the ~~Company~~first ~~into~~plant. ~~common~~All interest ~~stock~~and atloan ~~$0.13/share~~amounts ~~for~~automatically come due upon a ~~total~~change of control of the Company or if the Company files for bankruptcy under ~~1,923,077~~Chapter ~~shares.~~11 ~~This~~or ~~debt~~Chapter ~~remains~~7. onDuring the ~~books~~years ~~because~~ended December 31, 2024 and 2023, the Company ~~hadn’t~~recognized ~~converted~~$11,500 itand ~~into~~$35,151, ~~shares~~respectively, in asinterest ofexpense ~~the~~on ~~end~~these ofnotes due to Mr. Kneppers. At December 31, 2024 and 2023, accrued interest payable to Mr. Kneppers is $46,651 and $35,151, respectively.

InConvertible ~~July~~Notes ~~2016,~~Payable ~~the~~– ~~Company~~Related issued six (6) short-term notes payable to related parties in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. These notes had a value of $2,002,126 and accrued interest at a rate of six percent (6%) per annum. As of December 31, 2018, and December 31, 2017, the total interest accrued on the notes was $278,795 and $176,460 respectively. All of the notes were due on August 4, 2017 and then were in default. However, the notes were held by related parties with the understanding that the notes were not to be paid until the Company begins generating profit. The Company renegotiated some of these notes during its Chapter 11 proceedings, whereas others failed to submit a claim and were discharged upon the Court’s Confirmation Order approving the Company’s Chapter 11 Plan on September 18, 2019. The renegotiated amounts, as per the Plan Confirmation are all to be paid from 50% of the future net profits and discharged to the extent unpaid five years after the Plan effective date of September 18, 2019. These amount are 1) Mark Koch $240,990 plus 6% interest on any portion not repaid within 12 months of the Company’s first reported quarterly net profit; 2) Animated Family Films $579,942 out of the Company’s net profits plus 6% interest; 3) Steven Dunkle, CTWC, & Wellington Asset Holdings $1.5 million plus 6% interest once there is positive quarterly EBITDA from the first plant of Company, or, at its option, may convert that into an equity investment in the first plant of the Company, measured by a percentage of the total cost to build, subject to a minimum equity interest of 1.25% in said plant.Party

In June and November 2023, the Company entered two long-term convertible notes with board member Edmund Burke with principal amounts of $25,000 and $15,000, respectively, to be repaid when the Company receives an equity investment of at least $3 million. The notes may convert into common stock at $0.13/share at the option of the holder for a total of 307,692 shares. Until repayment, the note agreement requires the Company to issue to Mr. Burke 80,000 warrants having a strike price of $0.15 and an expiration of 5 years every twelve months in lieu of interest. During the years ended December 31, 2024 and 2023, 80,000 warrants with a fair value of $5,932 and $8,180, respectively, were issued to Mr. Burke (see Note 7). The fair value of these warrants is included in interest expense – related parties on the statement of operations.

In April 2023, the Company entered a long-term convertible note with board member Edmund Burke, with a principal balance of $150,000, to be repaid when the Company receives an equity investment of at least $1.5 million. The notes may convert into common stock at $0.13/share at the option of the holder for a total of 1,153,846 shares. Until repayment, the note agreement requires the Company to issue to Mr. Burke 100,000 warrants having a strike price of $0.15 and an expiration of 5 years every six months in lieu of interest. During the years ended December 31, 2024 and 2023, 100,000 warrants with a fair value of $6,518 and $13,914, respectively, were issued to Mr. Burke (see Note 7). The fair value of these warrants is included in interest expense – related parties on the statement of operations.

Convertible Notes Payable – Non-Related Parties

In January through April 2024, the Company issued convertible notes to four different individuals totaling $250,000. These notes carried no interest and were convertible, at the option of the lender, into common shares of the Company at 8 cents per share plus a warrant with a strike price of 10 cents per share and a 5-year expiration. These notes were due 13 months after issuance and would automatically convert into shares of the Company’s common stock if not paid. In the second half of 2024, all of these notes converted into 3,125,000 shares of the Company’s common stock and 3,125,000 warrants (see Note 7).

In December 2023, the Company issued a convertible note to one individual for $50,000. The note was non-interest bearing and had a term of thirteen months. In January 2025, the note was converted into 625,000 shares of the Company’s common stock and 625,000 warrants with a strike price of $0.10 per share and a five year expiration.

F-12

Legacy Notes Payable

In July 2016, the Company issued six (6) short-term notes payable to related parties in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. These notes had a value of $2,002,126 and accrued interest at a rate of six percent (6%) per annum. As of December 31, 2018 and December 31, 2017, the total interest accrued on the notes was $278,795 and $176,460 respectively. All of the notes were due on August 4, 2017 and then were in default. However, the notes were held by related parties with the understanding that the notes were not to be paid until the Company begins generating profit. The Company renegotiated some of these notes during its Chapter 11 proceedings, whereas others failed to submit a claim and were discharged upon the Court’s Confirmation Order approving the Company’s Chapter 11 Plan on September 18, 2019. The renegotiated amounts, as per the Plan Confirmation are all to be paid from 50% of the future net profits and discharged to the extent unpaid five years after the Plan effective date of September 18, 2019. These amount are 1) Mark Koch $240,990 plus 6% interest on any portion not repaid within 12 months of the Company’s first reported quarterly net profit; 2) Animated Family Films $579,942 out of the Company’s net profits plus 6% interest; 3) Steven Dunkle, CTWC, & Wellington Asset Holdings $1.5 million plus 6% interest once there is positive quarterly EBITDA from the first plant of Company, or, at its option, may convert that into an equity investment in the first plant of the Company, measured by a percentage of the total cost to build, subject to a minimum equity interest of 1.25% in said plant. This was discharged on September 18, 2024, and the Company recognized a gain on debt extinguishment of $2,320,932.

Legacy Notes Payable — Other

On February 28, 2018, the Company entered into a short-term loan with Steven Sadaka, with a principal balance of $100,000 due and payable on May 1, 2018. The note does not accrue interest, however the Company provided 2,000,000 inducement shares to secure the note. These inducement shares were valued at $84,000 and are being amortized over the life of the note. The note’s maturity date was extended to 7/1/2018. If the note is not repaid at maturity, then an additional 5,000,000 shares of common stock will be due. The note was renegotiated during the Company’s Chapter 11 proceedings, and as per the Plan Confirmation, it is agreed that $100,000 is to be paid out of future gross revenues to satisfy this note in full, with no additional shares to be issued.

On May 15, 2018, the Company entered into a short term loan with Christopher Jemapete, with a principal balance of $50,000 due and payable on May 16, 2019. The note carried an interest rate of 5% plus the company issued 1,250,000 inducement shares to secure the note as well as 1,000,000 warrants with a $0.10 strike price and with a 5-year expiration. These inducement shares were valued at $36,250 and are being amortized over the life of the note; the warrants had a value of $24,449. On August 25, 2018, this note was restructured to remove the warrants. As of June 30, 2018 accrued interest on this note is $315. The note was renegotiated during the Company’s Chapter 11 proceedings, and as per the Plan Confirmation, it is agreed that $50,315 is to be paid out of future gross revenues.

F-15

On May 15, 2018, the Company entered into a short term loan with Pamela Jemapete, with a principal balance of $50,000 due and payable on May 16, 2019. The note carried an interest rate of 5% plus the company issued 1,250,000 inducement shares to secure the note as well as 1,000,000 warrants with a $0.10 strike price and with a 5-year expiration. These inducement shares were valued at $36,250 and are being amortized over the life of the note; the warrants had a value of $24,449. On August 25, 2018, this note was restructured to remove the warrants. As of June 30, 2018 accrued interest on this note is $315. The note was renegotiated during the Company’s Chapter 11 proceedings, and as per the Plan Confirmation, it is agreed that $50,315 is to be paid out of future gross revenues.

~~Notes~~In ~~Payable~~July –2016, the Company issued a short-term note payable to a third party in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. The note had a principal balance of $96,570 and accrued interest at a rate of six percent (6%) per annum. As of December 31, 2018, and December 31, 2017, the total interest accrued on the note was $14,382 and $8,588 respectively. The note was due on August 4, 2017 and was then in default. The Company renegotiated this note during its Chapter 11 ~~Settlement~~proceedings, and as per the Plan Confirmation, now the $96,570 is to be paid with no interest out of the same 50% of the future net profits of the Company as the notes mentioned above, if any, or discharged to the extent unpaid five years after September 18, 2019. This Note was discharged on September 18, 2024, and the Company recognized a gain on debt extinguishment of $96,570.

On July 18, 2018, the Company’s former Controller Dennis Lenaburg sued the Company for $2,694,577 dollars plus stock warrants in the Circuit Court of the 15th Judicial Circuit in Palm Beach County, Florida. That lawsuit was moved to the Bankruptcy Court when the Company entered Chapter 11 on October 22, 2018. The Company filed a Complaint against Lenaburg on November 16, 2018, in the bankruptcy court in the Southern District of Florida. The bankruptcy judge ordered mediation, and a settlement was reached that paid Lenaburg $13,650 upon Plan Confirmation and a $50,000 claim payable no later than three years after the Plan effective date, plus 1.5 million common stock warrants with a strike price of $0.30/share and a tenF-~~year expiration period. The $50,000 claim was fully paid in Q1 2023. Nothing remains due on this Settlement.~~13

Notes Payable – Other

In July 2016, the Company issued a short-term note payable to a third party in conjunction with the Company’s acquisition of the remaining 49% of AMG Energy Group. The note had a principal balance of $96,570 and accrued interest at a rate of six percent (6%) per annum. As of December 31, 2018, and December 31, 2017, the total interest accrued on the note was $14,382 and $8,588 respectively. The note was due on August 4, 2017 and was then in default. The Company renegotiated this note during its Chapter 11 proceedings, and as per the Plan Confirmation, now the $96,570 is to be paid with no interest out of the same 50% of the future net profits of the Company as the notes mentioned above, if any, or discharged to the extent unpaid five years after September 18, 2019.

In November 2017, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $143,000 due and payable on May 30, 2018. The note carries an 8% one-time interest charge, a $43,000 original issue discount and a 35% conversion discount to the lowest trade price in the prior twenty-five trading days, after 180 days, in whole or in part at the option of the holder. In addition, the Company provided 500,000 inducement shares to secure the note, and may have to provide additional shares on the note’s 6-month anniversary if the Company’s share price declines. These inducement shares were valued at $39,500 and were amortized over the life of the note. The note can be repaid, without prepayment penalties, within the first 90 days. Thereafter, the note will incur a 120% prepayment penalty of the then outstanding principal and interest due. In May 2018, the company made two principal payments totaling $40,000. The note went into default on June 1, 2018 and incurred a 40% penalty of the outstanding balance immediately prior to the default event. On August 30, 2018, Hoppel sued the Company in Superior Court of the State of California County of San Diego Central District. That case was staid on October 22, 2018 when the Company filed for Chapter 11 protection in the US Bankruptcy Court in the Southern District of Florida. Negotiations took place and a settlement was reached on this note and a subsequent note, and confirmed as part of the Plan Confirmation Order, that Hoppel would be paid a total of $100,000 out of 5% of the future gross revenue of the Company.

In February 2018, the Company entered into a convertible debenture with Lucas Hoppel, with a principal balance of $165,000 due and payable on September 21, 2018. The note carries an 8% one-time interest charge, a $15,000 original issue discount and a 40% conversion discount to the lowest trade price in the prior twenty-five trading days, after 180 days, in whole or in part at the option of the holder. In addition, the Company provided 500,000 inducement shares to secure the note. These inducement shares were valued at $14,500, and were amortized over the life of the note. The note can be repaid, without prepayment penalties, within the first 90 days. Thereafter, the note will incur a 120% prepayment penalty of the then outstanding principal and interest due. The Note went into default on June 1, 2018, through a cross default provision with another Note to Hoppel, and incurred a 40% penalty of the outstanding balance immediately prior to the default event. On August 30, 2018, Hoppel sued the Company in Superior Court of the State of California County of San Diego Central District. That case was staid on October 22, 2018 when the Company filed for Chapter 11 protection in the US Bankruptcy Court in the Southern District of Florida. Negotiations took place and a settlement was reached on this note and a prior note, and confirmed as part of the Plan Confirmation Order, that Hoppel would be paid a total of $100,000 out of 5% of the future gross revenue of the Company to settle both notes.

F-16

On March 27, 2019, the Company entered into an agreement with another creditor, such that its debt will be reduced from $32,000 to $20,000 payable out of future gross revenues, upon the bankruptcy court’s acceptance of the Company’s plan of reorganization. The Plan was confirmed by the Court on September 18, 2019.

A summary of all Notes that remain of those indicated in the Notes above is as follows:

SCHEDULE OF NOTES PAYABLE

Notes Payable	December 31, ~~2023~~2024		December 31, ~~2022~~2023
Short Term Chapter 11 Settlement	$	0	$	50,000
Current Convertible Notes — Other	$	50,000	$	-
Short Term Convertible Notes – Related Party	$	350,000	$	0
Current Convertible Notes – Related Party		-		350,000
Long Term Convertible Notes Payable – Related Party	$	~~300~~190,000	$	0300,000
Long Term Notes Payable from future revenue — Related Party	$	1,700,630	$	1,700,630
Long Term Convertible Notes – non-Related Party		-		50,000
Long Term Notes Payable from future revenue — Other	$	120,000	$	120,000
Long Term Notes Payable – Related Party		1,140,000		-
Long Term Note Payable from future profits — Related Party	$	820,932	$	820,932
Long Term Notes Payable from future revenue — Related Party		-		1,700,630
Long Term Note Payable from future profits — Other	$	96,570	$	96,570
Long Term Notes Payable from future revenue — Other		120,000		120,000
TOTAL NOTES	$	3,388,132	$	2,788,132
Long Term Note Payable from future profits — Related Party		200,630		820,932
Long Term Note Payable from future profits — Other		-		96,570
TOTAL NOTES PAYABLE	$	1,700,630	$	3,438,132

~~Only~~As of December 31, 2024, only $~~100~~50,000 of the $31,~~388~~700,~~132~~630 ~~due~~outstanding asnotes ofpayable ~~December~~was ~~31, 2023, is~~ due at a specific point in time. That $~~300~~50,000 ~~automatically converts into equity~~was ~~and~~converted ~~$300,000~~in isJanuary ~~due~~2025. ~~depending~~Of on the ~~raising~~remaining ofamount ~~millions~~outstanding: ~~in capital.~~ $21,~~738~~330,~~132~~000 ofis ~~the amount~~ due ason ofa ~~December~~successful ~~31,~~capital ~~2023,~~raise isranging ~~due~~from ~~out of future revenue or future profits~~$1.5 million to $~~2,417,502~~5 ofmillion; ~~the~~and $2320,~~738,132~~630 will be ~~discharged if not~~ paid byfrom ~~September~~future ~~18,~~revenue ~~2024,~~or ~~which is 5 years after the Company exited Chapter 11~~profits.

F-14

NOTE 7 – STOCKHOLDERS’ EQUITY

~~The~~Holders ~~total number~~ of shares of ~~capital stock, which the Company has authority to issue, is 1,010 million, 1000 million of which are designated as common stock at $0.001 par value (the “~~Common ~~Stock”) and 10 million of which are designated as preferred~~ stock par value $0.001 (the “Preferred Stock”). As of December 31, 2023, the Company had 302,750,963 shares of Common Stock issued and outstanding and no shares of Preferred Stock were issued. Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights. No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. The Company has yet to designate any rights, preferences and privileges for any of its authorized Preferred Stock.

InDuring the year ended December 31, ~~2023~~2024, the ~~company~~Company ~~issued~~had anthe ~~aggregate~~following oftransactions ~~174,194~~associated to its shares of ~~its~~ common stock ~~for services, valued at $29,300.~~:

~~In the~~● ~~year~~Sold ~~ended~~1,970,000 ~~December~~units ~~31,~~consisting ~~2023,~~of ~~the~~one ~~Company~~shares ~~issued~~of anits ~~aggregate~~common stock consisting of ~~794~~one share of common stock and one warrant through private placements for $197,000. The warrants ~~for~~have ~~services~~a strike price of $0.15 ~~Using~~and a ~~Black~~five-~~Scholes~~year ~~asset~~expiration. ~~pricing model~~● Issued 114,545 ~~these~~shares ~~were~~of ~~valued~~its atcommon stock with a fair value of $8410,~~677~~095 for services. ● Issued 3,125,000 shares of its common stock upon conversion of notes payable with a principal balance of $250,000.

InDuring the year ended December 31, 2023, ~~5,950,148~~the ~~warrants~~Company ~~were~~had ~~exercised~~the ~~for~~following ~~proceeds~~transactions associated to its shares of ~~$97,251.~~common stock:

~~In the~~● Sold 6,684,998 units consisting of one share of common stock and one warrant through private placements for $1,002,773. The warrants have a strike price of $0.25 and a five-year ~~ended~~expiration. ~~December~~● 31Issued 174,194 ~~2023~~shares of its common stock for services with a fair value of $29,300. no● Issued 5,450,148 shares of common stock upon exercise of warrants for proceeds of $72,251. ● Issued 500,000 shares of common stock upon exercise of employee stock options ~~were~~for ~~exercised~~proceeds of $25,000.

~~In the year ended December 31, 2023, the Company issued 6,684,998 common shares for cash through private placements of $1,002,772.~~Warrants

~~F-17~~Warrant activity for the years ending December 31, 2024 and 2023 is as follows:

In the year ended December 31, 2023, the Company issued unvested options under its Employee & Directors Stock Option Plan to purchase an aggregate of 17,150,000 shares of common stock for a period of ten years at an exercise price of $0.19 to $0.20. Using a Black-Scholes asset-pricing model, these agreements were valued at $2,835,613. The Company issued an additional 1,000,000 options that were vested with a Black-Scholes value of $157,939. An additional 3,385,000 options vested. These vested options were valued at $479,089.

In the year ended December 31, 2022, the company issued an aggregate of 812,119 shares of its common stock for services, valued at $136,550.

In the year ended December 31, 2022, the Company issued an aggregate of 77,333 warrants for services. Using a Black-Scholes asset pricing model, these were valued at $9,773. The Company also issued an aggregate of 2,000,000 unvested warrants for services to be performed. The services were not performed, and the warrants expired in 2023.

In the year ended December 31, 2022, 7,000,000 warrants were exercised for proceeds of $105,000.

In the year ended December 31, 2022, 350,000 employee stock options were exercised for proceeds of $15,900.

In the year ended December 31, 2022, 11,043 shares of common stock were rescinded.

In the year ended December 31, 2022, the Company issued 7,786,664 common shares for cash through private placements of $1,168,000.

In the year ended December 31, 2022, the Company issued options under its Employee & Directors Stock Option Plan to purchase an aggregate of 2,000,000 shares of common stock for a period of ten years at an exercise price of $0.17. Using a Black-Scholes asset-pricing model, these agreements were valued at $319,327. Only 100,000 of those options vested in 2022. A total of 12,560,000 options vested. The vested options were valued at $1,565,589.

Share-Based Awards

Stock option activity under the 2021 ESOP for the year ending December 31, 2023, is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

	Option Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value ($0’s)
Outstanding as of December 31, 2022		51,080,000	$	0.13		7.87	$	6,791,500
Awarded		18,150,000	$	0.19		8.99	$	-
Exercised		500,000	$	0.05		-	$	15,875
Expired or Rescinded		7,175,000	$	0.19		-	$	-
Outstanding as of December 31, 2023		61,555,000	$	0.15		7.20	$	45,763
Vested as of December 31, 2023		28,180,000	$	0.13		6.33	$	42,500

	Option Shares Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value ($0’s)
Outstanding as of December 31, 2021		50,034,466	$	0.13		8.53	$	6,495,981
Awarded		4,000,000	$	0.18		7.14	$	700,000
Exercised		350,000	$	0.05		-	$	15,900
Expired or Rescinded		2,604,466	$	0.15		-	$	388,581
Outstanding as of December 31, 2022		51,080,000	$	0.13		7.87	$	6,791,500
Vested as of December 31, 2022		24,420,000	$	0.12		6.98	$	2,982,250

F-18

Warrant activity for the year ending December 31, 2023, is as follows:

SCHEDULE OF WARRANT ACTIVITY

	Warrants Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value ($0’s)
	Number of Warrants			Weighted Average Exercise Price
Outstanding as of December 31, 2022		24,388,458		$	0.16		2.83	$	3,841,406
Balance, December 31, 2022		24,388,458		$	0.16
Awarded		7,478,998		$	0.24		4.35	$	-
Issued in connection with:
Exercised		5,450,148		$	0.01		-	$	373,299
Common stock units sold for cash		6,684,998			0.25
Expired		2,401,332		$	0.15		-	$	-
Services		614,000			0.16
Outstanding as of December 31, 2023		24,015,976		$	0.22		3.31	$	91,690
Debt-related interest		180,000			0.15
Vested as of December 31, 2023		24,015,976		$	0.22		3.31	$	91,690
Expired		(2,401,332	)		0.15
Exercised		(5,450,148	)		0.03
Balance, December 31, 2023		24,015,976			0.22
Issued in connection with:
Common stock units sold for cash		1,970,000			0.15
Services		303,500			0.11
Debt-related interest		180,000			0.15
Debt conversion		3,125,000			0.10
Expired or rescinded		(3,397,981	)		0.09
Exchanged for stock options		1,250,000			0.20
Balance, December 31, 2024		27,446,495		$	0.21

	Warrants Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value ($0’s)
Outstanding as of December 31, 2021		28,571,961	$	0.12		2.17	$	3,352,149
Awarded		7,863,997	$	0.25		4.75	$	1,962,133
Exercised		7,000,000	$	0.02		-	$	105,000
Expired		5,047,500	$	0.27		-	$	1,367,875
Outstanding as of December 31, 2022		24,388,458	$	0.16		2.83	$	3,841,406
Vested as of December 31, 2022		24,388,458	$	0.16		2.83	$	3,841,406

As of December 31, 2024, outstanding warrants have a weighted average remaining life of 3.32 years.

During the year ended December 31, 2024, the Company issued 303,500 warrants for services having a fair value of $23,820 and 180,000 warrants for debt-related interest and financing costs having a fair value of $12,450. The Company also cancelled 350,000 warrants and recognized a loss of $29,991 on the cancellation. In addition, a total of 1,250,000 warrants were issued in exchange for the same number of stock options that were granted in prior years.

F-15

During the year ended December 31, 2023, the Company issued 614,000 warrants for services having a fair value of $62,583 and 180,000 warrants for debt-related interest and financing costs having a fair value of $22,094.

Stock Options:

In 2021, the Company adopted the 2021 Employee, Director Stock Plan (the “2021 Plan”) to provide the Corporation with share-related mechanisms to attract and retain persons eligible to participate in the 2021 Plan, motivate Participants to achieve long-term Company goals, and further align holders’ interests with those of the Company’s other stockholders.The Plan was approved by the Corporation’s shareholders on June 2, 2021. The Plan allows for grants of restricted stock, stock options and other forms of incentive compensation to our officers, employees, directors and consultants. Under the terms of the Plan, the aggregate maximum number of shares that may be issued pursuant to awards granted under the Plan cannot 15% of the Company’s issued and outstanding common stock on a fully-diluted basis. Shares delivered under the Plan will be from authorized but unissued shares of the Company.

Stock option activity for the years ending December 31, 2024 and 2023 is as follows:

SCHEDULE OF OPTION ACTIVITY

	Number of Options			Weighted Average Exercise Price
Balance, December 31, 2022		51,080,000		$	0.13
Options granted		18,150,000			0.19
Options expired		(7,175,000	)		0.19
Options exercised		(500,000	)		0.05
Balance, December 31, 2023		61,555,000			0.15
Options granted		29,166,571			0.11
Options expired		(500,000	)		0.05
Exchanged for warrant		(1,250,000	)		0.20
Balance, December 31, 2024		88,971,571		$	0.13
Vested, December 31, 2024		37,443,567		$	0.13

During the years ended December 31, 2024 and 2023, the Company recognized share based compensation expense from options of $1,649,555 (general and administrative expense of $535,395 and research and development expense of $1,114,160) and $637,028 (general and administrative expense of $169,382 and research and development expense of $467,646), respectively.

The weighted average remaining life of outstanding and vested options is 6.9 years and 6.2 years, respectively. At December 31, 2024, outstanding vested options had an intrinsic value of $196,174, and the total intrinsic value of all options is $328,762

At December 31, 2024, remaining compensation to be recognized as future vesting of stock options is approximately $4.2 million of which approximately $0.1 million will vest over the next year and approximately $4.1 million will vest upon the probability of achieving performance milestone criteria.

During the year ended December 31, 2024, the Company granted 29,166,571 options with a fair value of $2,851,422 under the 2021 Plan. All options granted in 2024 had terms ranging from five to ten years except for 1,158,334 options which had a term of 0.25 years. The 2024 option grants had exercise prices ranging from $0.11 to $0.12.

During the year ended December 31, 2023, the Company granted 18,150,000 options with a fair value of $2,993,552 under the 2021 Plan. Each options had a term of ten years with exercise prices ranging from $0.16 to $0.20.

F-16

Fair Value of Warrants and Stock Options issued:

The following ranges of assumptions were used in calculations of the Black-Scholes option pricing models for option and warrant-based stock compensation issued in the years ended December 31, 2024 and December 31, 2023:

		2024			2023
Stock price	$	0.061 - $0.125		$	0.106 - $0.177
Risk-free interest rate		3.74% - 4.70	%		3.30% - 4.72	%
Expected term (in years)		2.0 to 10.0			5.0 to 10.0
Expected share price volatility		89.73% - 113.72	%		81.11% to 123.52	%
Expected dividend yield		0.0% - 0.0	%		0.0% - 0.0	%

NOTE 8 – INCOME TAXES

~~The~~No benefit (provision) has been recognized for the years ended December 31, 2024 and 2023. The reconciliation of income tax benefit at the U.S. statutory rate of 21% for years ending December 31, ~~2023~~2024, and ~~2022~~2023, to the Company’s effective tax rate, is as follows:

	31-Dec-23			31-Dec-22
	2024			2023
Statutory federal income tax rate		-21	%		-21	%
	December 31
State income tax, net of federal benefits		-5.5	%		-5.5	%
	2024			2023
Valuation Allowance		26.5	%		26.5	%
Statutory federal income tax rate		21.0	%		21.0	%
State income tax, net of federal benefits		4.3	%		4.3	%
Change in Valuation Allowance		(25.3	)%		(25.3	)%
Income tax provision (benefit)		0	%		0	%

~~F-19~~The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2024 and 2023 are as follows:

The provisional (benefit) for income tax is summarized as follows:

SCHEDULE OF INCOME TAX PROVISION

	31-Dec-23			31-Dec-22
Federal
Current	$	-		$	-
Deferred		(642,785	)		(831,638	)
State
Current		-			-
Deferred		(168,349	)		(217,810	)
Change in valuation allowance		811,134			1,049,448
Income tax provision (benefit)	$	-		$	-

The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2023 and 2022 are as follows:

	31-Dec-23			31-Dec-22
	2024			2023
	Years Ended
	Years Ended, December 31
	31-Dec-23			31-Dec-22
	2024			2023
Deferred tax asset
Net operating loss carryovers (federal)	$	13,561,765		$	12,752,139
Net operating loss carryovers	$	13,329,866		$	12,964,426
Total deferred tax assets		13,~~561~~329,~~765~~866			12,~~752~~964,~~139~~426
Valuation Allowance		(13,~~561~~329,~~765~~866	)		(12,~~752~~964,~~139~~426	)
Deferred tax asset, net of allowance	$	-		$	-

As of December 31, ~~2023~~2024, ~~and 2022,~~ the Company ~~had~~has ~~approximately~~U.S. ~~$51,176,471 and $48,121,278 of Federal~~ net operating loss ~~carryovers~~carryforwards (“NOLs”) to ~~offset~~of ~~taxable~~approximately ~~income,~~$29.9 ifmillion ~~any,~~that expire in ~~future~~2032 ~~years~~through 2037 and approximately $23.2 million with no expiration but which ~~begin~~are subject to ~~expire~~an in80% ~~2033~~limitation upon utilization. The ~~Utilization~~Company has state net operating loss carryforwards of ~~the~~approximately ~~NOLs~~$29.9 ~~may~~million bethat ~~subject~~expire toin ~~limitation~~2032 through 2037. The deferred ~~under~~tax ~~the~~asset ~~Internal~~table ~~Revenue~~above ~~Code~~reflects ~~Section~~the ~~382~~tax-effected ~~should~~balances ~~there~~of bethe aCompany’s ~~greater~~net ~~than~~operating ~~50%~~loss ~~ownership~~carryforwards ~~change~~using asa ~~determined~~25.3% ~~under~~rate ~~regulations~~for U.S.-based carryforwards.

F-17

In 2024 and 2023, the Company evaluated its tax positions for years which remain subject to examination by major tax jurisdictions and as a result concluded no adjustment was necessary. The Company had no unrecognized tax benefits as of December 31, 2024 and 2023. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in its income tax provision. U.S. tax returns for the years 2021 to 2023 remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions. Tax returns for years prior to 2021 may remain open with respect to net operating loss carryforwards that are utilized in a later year, as tax attributes from prior years can be adjusted during an audit of a later year.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The Company has estimated its provision for income taxes in accordance with the Tax Act and guidance available.

The Company files U.S. Federal and Florida tax returns that are subject to audit by tax authorities. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Litigation

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

F-20

Leases

~~The~~During ~~Company~~2024 ~~consolidated~~and ~~its~~2023, ~~premises~~the ~~into~~Company ~~one~~maintained ~~location~~a onlease ~~November~~agreement 1,for ~~2019, and currently leases~~ office and laboratory space in Palm Beach Gardens, FLFlorida, ~~that is~~ classified as an operating lease. ~~right-of-use~~The ~~(“ROU”)~~original ~~assets and operating~~ lease, ~~liabilities~~signed in ~~the~~2019, ~~Company’s consolidated~~had ~~balance~~a ~~sheet.~~five-year ~~ROU~~term ~~assets~~ and ~~lease~~was ~~liabilities~~renewed ~~are~~by ~~recognized based on~~ the ~~present~~Company ~~value~~in of2024 ~~the~~for ~~future~~an ~~minimum lease payments~~additional ~~over~~five ~~the lease term at the commencement date for leases exceeding 12 months~~years. The renewed lease ~~period~~includes ~~was~~escalating ~~for~~monthly ~~twenty-four~~payments ~~(24)~~ranging ~~months~~ from ~~November 1~~$9,100 ~~2019,~~ to ~~October 31~~$10, ~~2021~~242. ~~This~~For ~~had~~the ~~been~~initial ~~extended~~measurement ~~for~~of ~~one~~the lease ~~year~~liability ~~until October 31, 2022,~~ and ~~was~~right-of-use ~~further extended for two more years until October 31~~asset, ~~2024.~~the ~~Annual~~Company ~~rent~~applied ~~commenced~~a atdiscount ~~$84,100~~rate ~~per~~of ~~annum and increased 3% per year~~10. ~~The latest amendment adjusted to lease to $102~~0%,~~950~~ ~~per~~reflecting ~~annum~~its ~~and increases at 3% per year. Tenant is also required to cover operating costs that are~~ estimated atincremental ~~$3,600 per~~borrowing ~~month~~rate. ~~Operating~~As ~~lease~~of ~~expense~~December is31, ~~recognized~~2024, onthe aweighted ~~straight-line~~average ~~basis~~remaining ~~over the~~ lease term ~~and~~for isthe ~~included~~operating inlease ~~General~~was &4.9 ~~Administrative expenses~~years.

~~ASC~~At ~~842~~December ~~was effective for us beginning January 1~~31, ~~2019. The adoption had a material impact on our consolidated balance sheets~~2024, ~~but~~minimum ~~did~~lease ~~not have~~payments ato ~~material~~be ~~impact~~paid onby ~~our consolidated income statements. The most significant impact was~~ the ~~recognition~~Company ofare ~~ROU~~as ~~assets and lease liabilities for operating leases.~~follows:

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

Total rent expense for the years ending December 31, 2023, and 2022, were $214,902 and $139,083, respectively.


2025		109,751
2026		113,043
2027		116,434
2028		119,928
2029		102,426
Total lease payments		561,582
Less imputed interest		(120,160	)
Present value of lease liabilities		441,422
Current portion		(68,677	)
Long term portion	$	372,745

Additionally, the Company leases 18.2 acres of land in Arcadia, Florida for cultivating king grass. The original lease commenced on September 1, 2020, ~~following~~with ~~table~~an ~~provides~~annual ~~the~~cost ~~components~~of $6,370 and includes a renewal option for up to five years. A second lease, covering an additional 167.6 acres, began on March 31, 2023, at a semi-annual cost of ~~the~~$24,721, also with a renewal option for up to five years. As these leases can be terminated at will, they are not recognized as right-of-use assets or lease ~~expense~~liabilities on the Company’s balance sheet. The lease for the 167.6 ~~periods~~acres ~~indicated:~~was not renewed in 2024.

~~SCHEDULE~~During the OFyear ~~COMPONENTS~~ended OFDecember ~~THE~~31, ~~LEASE~~2024 ~~EXPENSE~~and 2023, the Company recognized rent expense, including common area maintenance fees and state sales tax, of $175,121 and $214,902, respectively. In the statement of operations, rent expense of $166,576 (2023: $159,090) is included in general and administrative expense and $8,545 (2023: $55,812) is included in research and development costs.

	December 31, 2023		December 31, 2022
	YEAR ENDED
	December 31, 2023		December 31, 2022
Finance Lease Cost:
Amortization of ROU assets	$	-	$	-
Interest on lease liabilities		0		0
Operating lease cost		95,172		86,601
Short-term lease cost		0		0
Total lease expense		95,172		86,601

F-18

~~The~~NOTE ~~following~~10 ~~table~~– ~~provides~~RELATED ~~supplemental~~PARTIES ~~cash~~AND ~~flow and other information related to leases for the periods indicated:~~TRANSACTIONS

~~SCHEDULE~~Related Party OFtransaction ~~SUPPLEMENTAL~~with ~~CASH~~the ~~FLOW~~Company ~~AND~~are ~~OTHER~~as ~~INFORMATION RELATED TO LEASES~~follows:

	December 31, 2023		December 31, 2022
	YEAR ENDED
	December 31, 2023		December 31, 2022
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases (1)	$	-	$	-
Operating cash flows from finance leases		0		0
Financing cash flows from finance leases		0		0
ROU assets obtained in exchange for new lease liabilities:
Finance leases		0		0
Operating leases		0		0

	1)	Short-term notes payable, convertible notes, and legacy liabilities issued to related parties are described in NOTE 6.
	2)	A board resolution was passed on February 13, 2020 that pledged the patents and pending patents to secure the back pay claims of Ben Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management to build the Company while they receive less than full salaries.
	3)	During 2024, the board of directors approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light of the fact that they are not receiving payments of salaries on a consistent basis. CEO Ben Slager is to receive annual salary of $525,000 and CFO Anthony Santelli $325,000.
	4)	In June 2024, the board of directors approved a partial anti-dilution compensation for CEO Ben Slager, CFO Anthony Santelli, and Director Chris Kneppers to be paid in restricted stock units and stock options of 4%, 3%, and 3%, respectively, of the equity and warrants sold to investors on the next $50 million in equity raised into the Company or its subsidiaries. This is compensation for their deferring salary or lending funds to the Company until such raise(s) is affected. These restricted share units will be issued as the Company raises capital through sale of its common stock. As of the end of 2024, Ben Slager is to be issued 88,800 RSUs and options with a 15 cent exercise price and expiring on November 14, 2029, and both Anthony Santelli and Chris Kneppers are each to be issued 66,600 RSUs and 66,600 options. These remain payable as of December 31, 2024.
	5)	As of April 1, 2024, the board of directors approved ceasing accruing interest on back pay due to officers and on directors’ fees. In lieu of interest, the Company will pay an additional $25,000 to each director contingent upon the financing of the first plant or the successful uplisting to the NYSE or Nasdaq. Similarly, a performance bonus equal to 100% of the outstanding back pay balance due to Officers Ben Slager and Anthony Santelli shall be paid contingent upon the financing of the first plant. These amounts automatically come due upon a Change of Control or if the Company files for bankruptcy under Chapter 11 or Chapter 7.
	6)	As of August 28, 2024, each Director that is not an Officer shall receive 3.5% in cash and 3.5% in warrants for any investor first introduced to the Company by the Director. The warrants shall either be at the same price as any warrants being offered in the raise, or, if there are no warrants in the raise, then at the closing market price on the date in which the funds are received. All warrants will have a 5-year expiration from the date of the investment. No such cash/warrants were earned in 2024.

~~(1)~~NOTE 11 ~~Amounts~~– ~~are~~GRANT ~~included~~INCOME ~~in Other operating activities on the consolidated cash flow statements.~~

~~F-21~~In September 2024, the Company was awarded a Small Business Innovation Research (“SBIR”) Phase II grant by the U.S. Department of Energy (DOE) in the amount of $1.15 million to be received subject to meeting certain terms and conditions. The purpose of the grant is to support the further development of the Company’s patented CTS process and to bring it to the point of being commercially ready. Accounting for this DOE grant does not fall under Accounting Standard Codification 606, Revenue from Contracts with Customers, as the DOE does not meet the definition of a customer under this standard.

~~The~~During ~~following~~the ~~table~~year ~~provides~~ended ~~the~~December ~~lease~~31, ~~terms~~2024, ~~and~~$285,000 ~~discount~~was ~~rates~~recognized as grant income for this grant. The Company anticipates recognizing an additional $870,000 on this grant over the ~~periods~~next ~~indicated:~~12 months.

~~SCHEDULE~~In July, OF2023, ~~LEASE~~the ~~TERMS~~Company ~~AND~~was ~~DISCOUNT~~awarded ~~RATES~~an SBIR Phase I grant by the U.S. DOE in the amount of $206,500. The purpose of the grant was to support the development of the Company’s patented CTS process and its scaling. Accounting for this DOE grant does not fall under Accounting Standard Codification 606, Revenue from Contracts with Customers, as the DOE does not meet the definition of a customer under this standard. The entire amount was recognized in 2023.

	December 31, 2023		December 31, 2022
	YEAR ENDED
	December 31, 2023		December 31, 2022
Weighted-average remaining lease term (years):
Finance leases		0		0
Operating leases		0.83		1.83
Weighted-average discount rate:
Finance leases		N/A		N/A
Operating leases		N/A		N/A

NOTE 12 – SUBSEQUENT EVENTS

The following table provides supplemental balance sheet information related to leases at the dates indicated:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

	December 31, 2023		December 31, 2022
	YEAR ENDED
	December 31, 2023		December 31, 2022
Assets
Finance lease ROU assets (1)	$	-	$	-
Operating lease ROU assets		81,091		178,399
Liabilities
Current
Finance lease liabilities		0		0
Operating lease liabilities		85,983		95,172
Noncurrent
Finance lease liabilities		0		0
Operating lease liabilities		0		85,983

(1) Amounts are included in Property and equipment, net on the consolidated balance sheets.

The following table provides maturities of undiscounted lease liabilities at December 31, 2023

SCHEDULE OF MATURITIES OF UNDISCOUNTED LEASE LIABILITIES

	Finance Lease		Operating Lease
2024	$	-	$	88,365
2025		0		0
Thereafter		0		0
Total lease payments	$	-	$	88,365
Less: Interest		0		(2,382	)
Present value of lease liabilities		0		85,983
Less: Current portion of lease obligation		0		(85,983	)
Total long-term lease obligation	$	-	$	0

F-22

The following table provides maturities of undiscounted lease liabilities at December 31, 2022:

	Finance Lease		Operating Lease
2023	$	-	$	103,465
2024		0		88,365
Thereafter		0		0
Total lease payments		-		191,830
Less: Interest		-		(10,675	)
Present value of lease liabilities		-		181,155
Less: Current portion of lease obligation		-		(95,172	)
Total long-term lease obligation		-		85,983

NOTE 10 – RELATED PARTY TRANSACTIONS

Related Transactions

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

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

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

NOTE 11 – SUBSEQUENT EVENTS

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

Subsequent to December 31, ~~2023~~2024, the Company issued 5244,~~500~~000 shares ~~for~~of ~~services~~its ~~valued~~common atstock ~~$4,200~~upon ~~and~~the ~~62,500~~cashless ~~warrants~~exercise ~~valued~~of ~~at $3~~100,~~592~~000 stock options.

~~Subsequent~~The toCompany ~~December~~converted 31a convertible note for $50,000 ~~2023~~into 625,000 ~~133~~shares of the Company’s common stock and 625,~~333~~000 warrants ~~expired~~with an exercise price of 10 cents and a 5-year expiration.

~~Subsequent~~The toCompany ~~December~~borrowed ~~31,~~an ~~2023,~~additional 1$100,~~775,~~000 ~~employee~~from ~~stock~~board ~~options~~member ~~vested.~~Chris ~~These~~Kneppers ~~have~~(see aNote ~~Black-Scholes valuation of $234,350~~6).

~~Subsequent to~~The ~~December~~board ~~31,~~of ~~2023,~~directors ~~the~~granted ~~company~~1,659,090 ~~issued~~options ~~convertible~~with ~~notes~~exercise ~~for~~price of $~~230,000~~0.11 ~~These~~to ~~notes may be converted into equity at~~ the ~~discretion~~Company’s ~~of the holder and all automatically convert into equity if not repaid in 13 months from their date of issue~~employees.

F-2319

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~~None. ~~There were no disagreements between the Company and either of its independent registered accounting firms on accounting or financial disclosure.~~

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~~2024. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were ~~sufficient~~effective.

Management’s Annual Report on Internal Controls over Financial Reporting

~~Management~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting, (as ~~defined~~such interm ~~Exchange~~is ~~Act~~defined in ~~Rule~~Rules 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~~15d-15(f) ~~preparation~~under ~~of financial statements for external purposes in accordance with accounting principles generally accepted in~~ the ~~United~~Exchange ~~States of America. Because of its inherent limitations~~Act, ~~internal~~for ~~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”).

AOur ~~material weakness is a deficiency, or combination of deficiencies, in~~ internal control over financial reporting, ~~such~~includes ~~that~~those ~~there~~policies isand ~~a reasonable~~procedures ~~possibility~~ that: a(1) ~~material~~pertain ~~misstatement~~to of the ~~Company’s~~maintenance ~~annual~~of orrecords ~~interim financial statements will not be prevented~~that, orin ~~detected~~reasonable ondetail, aaccurately ~~timely~~and ~~basis.~~fairly Inreflect ~~its~~the ~~assessment~~transactions ofand ~~the~~dispositions ~~effectiveness~~ of ~~internal~~our ~~control~~assets; ~~over~~(2) ~~financial~~provide ~~reporting~~reasonable ~~as of December 31,~~assurance ~~2023,~~that ~~the~~transactions ~~Company~~are ~~determined~~recorded ~~that~~as ~~there~~necessary ~~were~~to nopermit ~~control~~preparation ~~deficiencies~~of ~~that~~financial ~~constituted~~statements ~~material~~in ~~weaknesses.~~accordance ~~The~~with ~~Company~~accounting ~~has~~principles ~~an independent~~generally ~~financial~~accepted ~~expert~~in onthe ~~its~~United ~~Audit~~States ~~Committee~~of America, and anthat ~~Audit~~our ~~Committee~~receipts ~~consisting~~and ~~entirely~~expenditures ofare ~~independent~~being ~~directors;~~made ~~the~~only ~~Company~~in ~~backs~~accordance upwith ~~all~~authorizations ~~financial~~of ~~data~~our management and ~~material~~directors; ~~agreements~~and in(3) ~~the~~provide ~~cloud~~reasonable soassurance ~~that~~regarding inprevention ~~the~~or ~~event~~timely detection of ~~theft,~~unauthorized ~~misplacement~~acquisition, use or ~~loss~~disposition ~~due~~of toour ~~fire~~assets orthat ~~other~~could ~~unmitigated factors,~~have ~~the~~a ~~Company~~material ~~should~~effect ~~still~~on ~~retain~~the ~~all of its material~~ financial ~~data and agreements~~statements.

14Management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was effective as of the Evaluation Date.

AsChanges ~~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~~Over ~~issued~~Financial ~~by COSO~~Reporting.

~~Material~~There ~~weaknesses~~were no changes in our ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial ~~may~~reporting bethat ~~identified~~occurred induring the ~~future.~~quarter ~~Should~~ended weDecember ~~discover such conditions~~31, we2024 ~~intend~~that tohave materially ~~remediate~~affected, ~~them~~or asthat ~~soon as practicable. We~~ are ~~committed~~reasonably likely to ~~taking~~materially ~~appropriate~~affect, ~~steps~~our ~~for~~internal ~~remediation,~~control asover ~~needed~~financial reporting.

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.15

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.

PART III

ITEM 10. – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers and Significant Employees

The following table sets forth information with respect to the Company’s directors and executive officers.

Name	Age	Position and Offices	~~Position and Offices~~
Benjamin Slager	6162	Chief Executive Officer and Chairman	~~Chief Executive Officer and Chairman~~
Anthony Santelli	5859	Chief Financial Officer and Director	~~Chief Financial Officer and Director~~
George D. Bolton	7475	Director and Secretary	~~Director and Secretary~~
Charles F. Sills	8081	Director	~~Director~~
Peter Zimeri	7071	Director	~~Director~~
Edmund Burke	6364	Director	~~Director~~
Chris Kneppers	7374	Director	~~Director~~

Benjamin Slager became a director in October 2016, the Chief Technology Officer on April 1, 2017, the ~~CEO~~Chief Executive Officer on July 6, 2018, and Chairman on February 26, 2019. Mr. Slager is a seasoned business professional with significant experience in corporate finance, venture capital, and entrepreneurship. He has a proven record in founding, developing and selling high tech companies. He is the inventor of the patented CTS technology.

Mr. Slager began his career in 1987 as a financial analyst with a venture capital firm, NesBic Holding BV, in Utrecht, the Netherlands. He also served as a market maker on the European Option Exchange in Amsterdam, while working for International Option Investment BV, in Amsterdam. In 1990, Mr. Slager turned his focus to sales and marketing while serving as a sales engineer and international sales director for ASM Pacific technologies in the Netherlands. In 1993, Mr. Slager began a 28-year career as a serial entrepreneur in starting, developing, and selling technically innovative companies. He was the Founder and CEO of NedCard and MicroIdentt a company assembling chips for bank cards and other electronic identification carriers. He started and grew that company from zero to a $100 million revenue base with affiliates in several countries. Further Ben was founder and CEO of SolarExcel BV, which had a patented solution to increase solar cell performance. He was also the CEO of Novameer BV, a company with high tech patented fibers. Ben sold off all of these companies to large multinationals. He has 20 families of patents summing to 108 in his name, divided over different territories in the world, including the CTS process that is owned by Blue Biofuels.

Mr. Slager received his Bachelor of Science in Chemical Engineering from Technical College of Chemical Engineering in Hilversum, the Netherlands, in 1985. He also received a degree in Business Administration from Nijenrode University for Business Administration in 1987. The Company’s board determined that Mr. Slager is well-qualified to serve in senior management and member of the board of directors through his experience developing our technology and his prior experience founding, developing and selling technology companies. He is not a director of any other public company.

Anthony Santelli II became a director on May 4, 2018, the Chair of the Audit Committee on May 11, 2018, until 2020, the Chief Operating Officer on October 20, 2018, and the CFO on February 1, 2020. His financial expertise along with his experience restructuring and building companies is the reason he was selected to be a board member and senior executive. Dr. Santelli served as a money manager for 20 years as the Founder and Chief Executive Officer of AES Capital, a hybrid venture capital-hedge fund management company. Dr. Santelli is an entrepreneur who has started, helped finance, or turnaround, various private companies and micro-cap publicly traded companies concentrating in the mining, energy and alternative energy fields. He has served in senior management and board positions at various private and micro-cap companies, although he has not served on the board of any other public company in the past five years. He previously was employed by Andersen Consulting, now known as Accenture, rising to the level of a Senior Management Systems Consultant before going to graduate school.16

Anthony Santelli II became a director on May 4, 2018, the Chair of the Audit Committee on May 11, 2018, until 2020, the Chief Operating Officer on October 20, 2018, and the Chief Financial Officer on February 1, 2020. His financial expertise along with his experience restructuring and building companies is the reason he was selected to be a board member and senior executive. Dr. Santelli served as a money manager for 20 years as the Founder and Chief Executive Officer of AES Capital, a hybrid venture capital-hedge fund management company. Dr. Santelli is an entrepreneur who has started, helped finance, or turnaround, various private companies and micro-cap publicly traded companies concentrating in the mining, energy and alternative energy fields. He has served in senior management and board positions at various private and micro-cap companies, although he has not served on the board of any other public company in the past five years. He previously was employed by Andersen Consulting, now known as Accenture, rising to the level of a Senior Management Systems Consultant before going to graduate school.

Dr. Santelli received his M.A. and Ph.D. in Economics from George Mason University, did graduate studies in economics and finance at NYU, and has a B.S. in Industrial Engineering from Cornell University. He had taught economics and finance at Union College and George Mason University prior to creating AES Capital. He is not currently a director of any other public company.

Charles F Sills became a director of the Company in July 2015. Mr. Sills has worked for the Defense Leadership Forum since 2014 as National Program Director for the Defense Contracting Summit Conferences. He has extensive experience planning and directing international industrial, infrastructure, environmental and energy initiatives, having served as a member of the Danube Task Force, the governing council that ran the Danube Basin Environmental Restoration Program led by the World Bank, the European Bank for Reconstruction & Development and the UN Development Program, involving 13 countries from Austria to Moldova. He also served on the Japan-U.S. Joint Fund for Social & Economic Development in Central/Eastern Europe, the Helsinki Commission focused on the environmental clean-up of the Baltic Sea, the Kaliningrad Defense Conversion Initiative, and the NGO Delegation to NAFTA, where he helped draft the Environmental Supplements. Mr. Sills was responsible for securing major funding support for the Smithsonian Institute’s biodiversity preservation/cancer cure research program in Brazil’s Amazon region; for the Sassari, Sardinia symposium on ozone depletion organized by the International Council of Scientific Unions; and for the White House Presidential Awards program sponsored by the President’s Council on Sustainable Development. He is not a director of any other public company.

Mr. Sills has been engaged in the renewable energy sector since the 1980’s, when he led the Martin Marietta Aerospace (now Lockheed Martin) team that won the contract for and installed the world’s largest (at that time) solar photovoltaic energy installation, under a pilot program co-funded by the U.S. and Saudi Arabian Governments; researched and wrote a worldwide survey of renewable energy technologies and commercialization opportunities; and testified before Congress on the need for pro-active U.S. Government support for advanced renewable energy R&D and demonstration programs. Currently, he serves on both the Defense & Security Advisory Committee and the International Advisory Committee for the American Council on Renewable Energy (“ACORE”); and serves as a Board Member and Advisor on Energy and Environment for the Eurasia Center/Eurasian Business Coalition, where he has planned and moderated conferences on “Doing Business with the BRICS (Brazil, Russia, India, China and South Africa)”, and energy and infrastructure investment opportunities associated with the “New Silk Road”.

He has extensive experience in Government Contracting, and an advocate for Small Business access to Federal and Military contracting opportunities, which is the reason he was chosen to be a director. (He is not a director of any other public company.) He has served as a member of the U.S. Chamber of Commerce’s Small Business Council, and an observer to the White House sponsored Inter-Agency Task Force on Veterans Business Development. He is President of FED/Contracting LLC, a consultancy that assists Small Businesses in partnering with Prime Contractors, and helps the Prime Contractors qualify Veteran and Minority vendors as teammates for project opportunities with mandated Diversity Supplier content. Based on the U.S. Defense Dept. ‘Mentor-Protégé’ program that he managed, Trillacorpe Construction, a Service-Disabled Veteran-Owned Small Business, was awarded the 2010 Defense Department Nunn-Perry Award for “superior performance in the areas of business growth and return on investment, Government contracting, technical performance and quality management”.

George D. Bolton became a director of the Company in July 2015. Mr. Bolton had been retired since 2010. Mr. Bolton was selected to the board for his agriculture industry experience and his expertise with climate change. Although not a member of any other corporate board, he is a seasoned business professional with significant experience in production agriculture. From the management of fertilizer and chemical plants to the development and integration of a precision farming system for a national fertilizer and chemical distribution company, George has worked to develop and integrate new technologies for agriculture.

Prior to becoming a director of the Company, Mr. Bolton recognized the impact carbon intensity would have on agriculture. Mr. Bolton was one of the founders of AgCert International, and co-author of the first agricultural baseline methodology approved by the United Nations Framework Convention on Climate Change (UNFCC) AM0016: Greenhouse gas mitigation from improved animal waste management systems in confined animal feeding operations. Under his direction this methodology was the catalyst which allowed AgCert International to construct over 725 biodigesters impacting more than 94% of the qualifying concentrated animal feeding operations in Mexico and Brazil. The construction and operation of these biodigesters dramatically improved each farms local environment impact while also lowering their carbon intensity. The cooperation between AgCert and the local farmers enabled the use of the Clean Development Mechanism of the UNFCC to produce and market millions of certified emissions for the purchasers, as well as covering the costs of each farm’s biodigesters.

Peter Zimeri is self-employed and has been semi-retired since 2010. He has been the single largest private producer of electricity in Central America through his ownership and operation of five power plants producing 120 MW of electricity. He has also been the owner of a textile plant with a workforce of over 3000. He has degrees in Mechanical and Aeronautical Engineering from Georgia Tech. He has been a board member of the International Civil Aviation Organization and has extensive contacts in the aviation world, which is the reason he was selected to be a director, along with his experience managing plants. He is not currently a member of any other corporate board.

Edmund (Ned) Burke has been a director of the Company since 2020 and previously served in the financial services industry for the last 36 years, and his extensive contacts are the reason he was selected to be a board member. He recently retired as CEO of ALPS Holdings Inc., a wholly owned subsidiary of SS&C Technologies Inc. Ned joined ALPS in 1992 as National Sales Manager, was named President in 2000 and became CEO in 2005 with the acquisition of ALPS by private equity firm Lovell Minnick Partners. ALPS was then acquired by DST Systems in 2011 and he remained CEO through DST being acquired by SS&C until his retirement in 2019. From the time he became president in 2000 through his retirement in 2019, his company’s revenue grew from approximately $10 million to over $220 million. Prior to ALPS, he held Regional Vice President positions with Fidelity Investments and Pioneer Investments.

Mr. Burke currently serves on the boards of 4 investment company complexes: Financial Investors Trust, ALPS ETF Trust, Clough Global Funds and Liberty AllStar Funds. He also is an investor/advisor to a number of small companies. He has a B.A. in Economics from the University of New Hampshire.

Chris Kneppers Chris has been a director of the Company since September, 2022, and is not on the board of any other public company. He was educated in South Africa as a Mechanical Engineer. He has 45 years of experience in the Construction industry in several engineering disciplines with an emphasis in Cost Estimating. His experience includes involvement in a wide range of projects, including large civil works, diesel generation in power stations, and solar electric installations.

Chris Kneppers was one of the Principals of MKA International, Inc. (formerly Madsen, Kneppers & Associates) and has been involved in its running and development since 1989. MKA is a multi-disciplined Construction and Engineering Consulting firm. Chris recently stepped down from his position as Vice President and still serves as a Board Member. His role in the 33 years with the firm included establishing and developing offices, attracting and growing a client base, along with facilitating various technical disciplines within the company to address the needs of clients.

Audit Committee and Audit Committee Financial Expert

The Company’s board of directors has an audit committee which currently consists of Edmund Burke (chair), Chris Kneppers, and Peter Zimeri. Mr. Burke is the audit committee financial expert.

Other Board Committees

The Company’s board of directors has a compensation committee consisting entirely of independent directors, with Edmund Burke as Chair and Peter Zimeri and Charles Sills as the other members.

The Company has established a nominating and corporate governance committee, consisting entirely of independent directors, with George Bolton serving as chair and Edmund Burke and Peter Zimeri as the other members.

Involvement in Certain Legal Proceedings

During the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company has: (i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated except for the following:

Four of the directors of the Company (Messrs. Slager, Santelli, Sills and Bolton) were directors or executive officers of the Company at the time of the Company’s filing of a Voluntary Petition for Non-Individuals Filing for Bankruptcy pursuant to Chapter 11 of the United States Bankruptcy Act in the United States Bankruptcy Court for the Southern District of Florida (Case No. 18-23071-EPK) on October 22, 2018. This Bankruptcy Proceeding was closed on October 25, 2019.

Section 16(a) Beneficial Ownership Reporting Compliance

Our shares of common stock are registered under the Securities Exchange Act of 1934, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) of such Act which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. The Company filed a Form 15 in 2018 ceasing to be a “reporting Company”. On January 5, 2021, the Company filed a Form 10, which became effective 60 days later, on March 8, 2021. Based solely upon our review of reports submitted to us during the fiscal year ended December 31, 2023, The following table sets forth the name of any such person that failed to file the required forms on a timely basis, including the number of late reports, the number of transactions not reported on a timely basis and any known failure to file a required form.

Name	Number of late reports		Number of transactions not reported timely
None		0		0
George Bolton		1		0

Code of Ethics

The Company’s board of directors has adopted a code of ethics that its officers, directors and any person who may perform similar functions is subject to. The Code of Ethics does not indicate the consequences of a breach of the code. If there is a breach, the board of directors would review the facts and circumstances surrounding the breach and take action that it deems appropriate, which action may include dismissal of the employee who breached the code.

ITEM 11. – EXECUTIVE COMPENSATION

The Company’s board of directors has a compensation committee consisting entirely of independent directors, with Peter Zimeri as chair and Edmund Burke and Charles Sills as the other members. The Company’s compensation philosophy is based on its belief that its compensation programs should be aligned with stockholders’ interests and business objectives; reward performance; and be externally competitive and internally equitable. The Company seeks to achieve three objectives, which serve as guidelines in making compensation decisions:

1. Providing a total compensation package which is competitive and therefore enables it to attract and retain, high-caliber executive personnel; 2. Integrating compensation programs with its short-term and long-term strategic plan and business objectives; and 3. Encouraging achievement of business objectives and enhancement of stockholder value by providing executive management ~~log~~long-term incentive through equity ownership.

The Company may compensate its officers with cash compensation, common stock and common stock options. The Company has not established any quantifiable criteria with respect to the level of compensation, stock grants or options. Rather, the Board of Directors and its compensation committee will evaluate cash, stock grants and stock options paid to executives in similarly situated companies.

With respect to stock grants and options which may be issued to the Company’s officers and directors, the Board and its compensation committee will consider an overall compensation package that includes both cash and stock-based compensation which would be in line with the Company’s overall operations and compensation levels paid to similarly situated companies. Under the Company’s 2012 Employee, Director Stock Plan, the administrator can provide for the grant of non-qualified stock options (“Non-Qualified Stock Options”), incentive stock options (“ISOs”, together with Non-Qualified Stock Options referred to herein as “Stock Options”), stock appreciation rights (“SARs”), restricted stock (“Restricted Stock”) and registered stock (“Registered Stock”), (collectively, the “Awards”) to eligible Participants.

As of the date of this filing, the Company has two executives.

Commencing on January 1, 2021, Ben Slager, CEO, has an employment contract to receive a salary of $360,000 per annum, along with health insurance. Various bonuses are offered based on performance and may be accrued, at his discretion, if the Company doesn’t have the funds to pay them. He has ~~not~~ received ~~any~~only partial salary orand no bonuses due since Q3 2023. ~~Unpaid salaries are accruing interest at the rate of 10% per annum.~~ In February 2024, his salary was increased due to inflation and higher cost of living to $525,000, ~~all~~most of it being accrued and unpaid, at his discretion, which is expected to be paid when the Company raises significant capital to fund its future. His employment contract indicates that he must be given 6-months’ notice of termination, and shall receive a severance package of one-month’s pay in addition to the 6-months’ notice, or 3 months’ salary if he dies. If there is a change of control, all his options shall vest.

As of December 31, ~~2023~~2024, Ben Slager is owed $~~391~~839,~~538~~738 in back pay and accrued bonuses, along with interest of $~~3225~~18,013.

19Commencing January 1, 2021, Anthony Santelli, CFO, has an employment contract to receive a salary of $250,000 per annum, and may not be terminated until all his back pay due is paid. Various bonuses are offered based on performance and may be accrued, at his discretion, if the Company doesn’t have the funds to pay them. He has received only partial salary and no bonuses due since Q3 2023. In February 2024, his salary was increased due to inflation and higher cost of living to $325,000, most of it being accrued and unpaid, at his discretion, which is expected to be paid when the Company raises significant capital to fund its future. In addition, the CFO must be given 6-months’ notice of termination and shall receive a severance package of one-month’s pay in addition to the 6-months’ notice, or 3 months’ salary if he dies. If there is a change of control, all his options shall vest.

~~Commencing~~As ~~January~~of 1December 31, ~~2021~~2024, Anthony Santelli, ~~CFO,~~is ~~has~~owed ~~an employment contract to receive a salary of~~ $~~250~~582,~~000~~189 ~~per~~in ~~annum, and may not be terminated until all his~~ back pay ~~due is paid. Various bonuses are offered based on performance~~ and ~~may be~~ accrued, ~~at his discretion~~bonuses, ifalong ~~the~~with ~~Company doesn’t have the funds to pay them. He has not received any salary or bonuses due since Q3 2023. Unpaid salaries are accruing~~ interest at ~~the rate~~ of ~~10% per annum. In February 2024, his salary was increased due to inflation and higher cost of living to~~ $~~325~~72,~~000, all of it being accrued and unpaid, at his discretion, which is expected to be paid when the Company raises significant capital to fund its future~~205. In addition, the CFO must be given 6-months’ notice of termination and shall receive a severance package of one-month’s pay in addition to the 6-months’ notice, or 3 months’ salary if he dies. If there is a change of control, all his options shall vest.

As of December 31, ~~2023~~2024, AES Financial Advisors, LLC, an entity owned by Anthony Santelli II and his wife Marjorie Santelli, Esq., is owed $~~293~~72,~~830~~670, inprimarily ~~back~~dating ~~pay~~from ~~and~~2018, ~~accrued~~prior ~~bonuses,~~to ~~along~~when ~~with~~Dr. Santelli became an officer of the Company, plus interest of $6220,~~047~~235.

As of December 31, 2023, AES Financial Advisors, LLC, an entity owned by Anthony Santelli II and his wife Marjorie Santelli, Esq., is owed $72,670, primarily dating from 2018, prior to when Dr. Santelli became COO, plus interest of $18,419.20

~~The~~During ~~following tables set forth~~ the ~~compensation~~year ~~paid by the Company to its officers and directors for the fiscal years~~ ended December 31, ~~2023,~~ ~~and December 31~~2024, ~~2022.~~none ~~This~~of ~~information~~our ~~includes~~directors ~~the~~or ~~dollar~~executive ~~value~~officers ~~of base salaries~~adopted, ~~bonus~~modified ~~awards~~or ~~and~~terminated ~~number~~a of“Rule ~~stock~~10b5-1 ~~options granted,~~trading ~~and~~arrangement” ~~certain~~or ~~other~~a ~~compensation,~~“non-Rule if10b5-1 ~~any,~~trading ~~actually~~arrangement” ~~paid.~~as ~~Accrued~~such ~~back~~terms ~~pay is included in Other in the year in which it is actually paid. Unvested but granted stock options~~ are ~~included~~defined inunder ~~the~~Item ~~year~~408 inof ~~which~~Regulation ~~they vest~~S-K. ~~The compensation discussed addresses all compensation awarded to or paid to its named executive officers.~~

Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards (1)		Non-Equity Incentive Plans		Non-Qualified Deferred Comp on Earnings		Other (back pay)		Total
Benjamin Slager		2023		265,500		-		-		-		-		-		-	$	265,500
(CEO)		2022		360,000		42,000		-		743,298		-		-		78,500	$	1,223,798
Anthony Santelli II		2023		177,082		-		-		-		-		-			$	177,082
(CFO)		2022		250,000		-		-		495,532		-		-			$	745,532

The following tables set forth the compensation paid by the Company to its officers and directors for the fiscal years ended December 31, 2024, and December 31, 2023. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any, actually paid. Accrued back pay is included in Other in the year in which it is actually paid. Unvested but granted stock options are included in the year in which they vest. The compensation discussed addresses all compensation awarded to or paid to its named executive officers.

(1) See note 3 to the audited financial statements included in this prospectus for assumptions used in valuation.

Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards (1)		Non-Equity Incentive Plans		Non-Qualified Deferred Comp on Earnings		Other (back pay)		Total
Benjamin Slager		2024		150,050		-		-		295,961		-		-		-	$	446,011
(CEO)		2023		265,500		-		-		-		-		-		-	$	265,500

Anthony Santelli II		2024		70,142		-		-		193,110		-		-			$	263,252
(CFO)		2023		177,082		-		-		-		-		-			$	177,082

(1)	See note 7 to the audited financial statements included in this filing for assumptions used in valuation.

OUTSTANDING EQUITY AWARDS

Grants of Plan-Based Awards

Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Unearned Options (#)		Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price ($)		Option Expiration Date
Ben Slager, CEO Chairman	312/111/~~2023~~2024		~~6,000,000~~		-		64,~~000~~493,~~000~~450	$	0.2011	312/111/~~2033~~2034
Anthony Santelli, CFO Director	312/111/~~2023~~2024		~~4,000,000~~		-		43,~~000~~279,~~000~~476	$	0.2011	312/111/~~2033~~2034
Ben Slager, CEO Chairman	12/11/2024		826,446		-		826,446	$	0.121	12/11/2029
Ben Slager, CEO Chairman	12/11/2024		2,173,554				2,173,554	$	0.11	12/11/2034
Anthony Santelli, CFO Director	12/11/2024		826,446				826,446	$	0.121	12/11/2029
Anthony Santelli, CFO Director	12/11/2024		1,173,554				1,173,554	$	0.11	12/11/2034
Ben Slager, CEO Chairman	3/1/2023				-		6,000,000	$	0.20	3/1/2033
Anthony Santelli, CFO Director	3/1/2023				-		4,000,000	$	0.20	3/1/2033
Ben Slager, CEO Chairman	1/5/2021		6,000,000		-		-	$	0.15	1/5/2031
Anthony Santelli, CFO Director	1/5/2021		4,000,000		-		-	$	0.15	1/5/2031
Ben Slager, CEO Chairman	5/9/2020		54,~~000~~940,000		-		5,000,000	$	0.10	5/9/2030
Anthony Santelli, CFO Director	5/9/2020		5,000,000		-		5,000,000	$	0.10	5/9/2030
Total			3024,~~000~~940,000		-		2032,~~000~~772,~~000~~926

2021

Warrants Issued to Management

Grants of Plan-Based Awards

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Warrants (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Warrants (#)
Unexercisable (1)

Warrant
Exercise
Price ($)

Warrant
Expiration Date

NONE

Total

(1) As of December 31, ~~2023~~2024.

Outstanding Equity Awards at Fiscal Year End

In December 2024, the Company’s Chief Executive Officer Ben Slager received 826,446 fully vested incentive stock options to purchase shares of the Company’s common stock and 826,446 incentive stock options that vest in 2025 under the Company’s 2021 Employee Director Stock Plan at an exercise price of 12.1 cents per share. Using a Black-Scholes option pricing model, these were valued at $144,818. In December 2024, he also received 2,173,554 fully vested non-qualified stock options and 2,173,554 non-qualified stock options that vest in 2025. These were valued at $447,104. He also received 4,493,450 unvested non-qualified stock options that vest conditionally upon the commencement of production or upon the stock listing on a major exchange. These were valued at $462,367. In March 2023, the company’s Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company’s ~~common~~ common stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if and when the company is uplisted to the Nasdaq or NYSE. Using a Black-Scholes option pricing model, these were valued at $1,015,146. In January 2021, the company’s Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company’s common stock at an exercise price of 15 cents per share that vested January 1, 2022. Using a Black-Scholes option pricing model, these were valued at $743,298. In the year ended December 31, 2020, the Company’s Chief Executive Officer received options to purchase up to 10,000,000 shares of the company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 10 cents per share, half that vested immediately, and half that vest upon the commercialization of the CTS process. Using a Black-Scholes ~~asset~~ pricing model, the vested options were valued at $414,850.

In December 2024, the Company’s Chief Financial Officer Anthony Santelli received 826,446 fully vested incentive stock options to purchase shares of the Company’s common stock and 826,446 incentive stock options that vest in 2025 under the Company’s 2021 Employee Director Stock Plan at an exercise price of 12.1 cents per share. Using a Black-Scholes option pricing model, these were valued at $144,818. In December 2024, he also received 1,173,554 fully vested non-qualified stock options and 1,173,554 non-qualified stock options that vest in 2025. These were valued at $241,402. He also received 3,279,476 unvested non-qualified stock options that vest conditionally upon the commencement of production or upon the stock listing on a major exchange. These were valued at $337,452. In March 2023, the company’s Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the Company’s ~~common~~ common stock under the Company’s 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if and when the company is uplisted to the Nasdaq or NYSE. Using a Black-Scholes option pricing model, these were valued at $676,764. In ~~January~~ January 2021, the company’s Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the Company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 15 cents per share that vested on January 1, 2022. Using a Black-Scholes option pricing model, these were valued at $495,532. In the year ended December 31, 2020, the Company’s Chief Financial Officer received options to purchase up to 10,000,000 shares of the company’s common stock under the Company’s 2012 Employee Director Stock Plan at an exercise price of 10 cents per share, half that vested immediately, and half that vest upon the commercialization of the CTS process. Using a Black-Scholes ~~asset~~ pricing model, the vested options were valued at $414,850.

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Pay Versus Performance Disclosure Table

											Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation on Table Total for PEO		Compensation Actually Paid to PEO ~~(1)~~			Average Summary Compensation on Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs ~~(2)~~			Total Shareholder Return			Total Shareholder Return of Peer Group		Net Income ~~(3)~~
2023	$	265,500	$	265,500		$	177,082	$	177,082			-44	%		N/A		(3,055,194	)
2024	$	446,011	$	446,011		$	263,252	$	263,252			36	%		N/A	$	(1,418,981	)
2023	$	265,500	$	265,500		$	177,082	$	177,082			-44	%		N/A	$	(3,055,194	)
2022	$	1,223,798	$	1,996,694		$	745,532	$	1,260,796			-42	%		N/A	$	(3,960,183	)
2021	$	1,017,205	$	1,017,205		$	293,690	$	293,690			149	%		N/A	$	(2,139,310	)
2020	$	600,350	$	600,350		$	575,681	$	575,681			96	%		N/A	$	(2,181,127	)
2019	$	201,629	$	(526,564	)	$	140,063	$	(211,395	)		1175	%		N/A	$	1,005,107

	(1)	Negative figures due to cancellation of previously issued vested options.
	(2)	Negative figures due to cancellation of previously issued vested options.
	(3)	2019 gains due to wiping out debt in Chapter 11.

Additional Narrative Disclosures

A majority of the Company’s employees, including its executive officers, have entered into employment contracts with the company. The company does not offer any benefits package, deferred compensation, or retirement plan at this time, other than an employee stock option plan.

Director Compensation

In March 2015, the Board of Directors approved a resolution to award compensation packages to the Company’s independent directors for their service as directors or as members of any committee of directors. Directors who are also officers are not to receive additional compensation for being Directors. A resolution dated May 5, 2021, reduced board compensation to $2,500 per quarter paid, at the option of the director, in cash or stock at the market price at the end of the quarter. Some directors have been accruing that as back pay. A resolution dated February 27, 2023, granted each board member 500,000 options that vest when the Company uplists to a major exchange.

The following table sets forth compensation we paid to our non-officer directors during the ~~year~~years ended December 31, 2024 and 2023:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($) (1)		All Other Compensation (S)		Total ($)
George D. Bolton		~~11,000~~-		-	$	8467,~~698~~760		-	$	9567,~~698~~760
Charles F. Sills		-		-		-		-	$	0
Peter Zimeri	$	1514,~~300~~500		-		-		-	$	1514,~~300~~500
Ned Burke		-		-		-		-	$	0
Chris Kneppers		-		-		-		-	$	0

(1) See note 3 to the audited financial statements included in this prospectus for assumptions used in valuation.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($) (1)		All Other Compensation (S)		Total ($)
George D. Bolton	$	11,000		-	$	84,698		-	$	95,698
Charles F. Sills				-		-		-	$	0
Peter Zimeri	$	15,300		-		-		-	$	15,300
Ned Burke		-		-		-		-	$	0
Chris Kneppers		-		-		-		-	$	0

22(1) See note 7 to the audited financial statements included in this filing for assumptions used in valuation.

ITEM 12. – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of December 31, 2023, by: (i) each current director; each nominee for director, and executive officer of the Company; (ii) all directors and executive officers as a group; and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company’s Common Stock. Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment power with respect to the shares indicated.

Name and Address	No of Shares (2)		% Owned (1)
Benjamin Slager (3)		41,640,000		13.3
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410
Anthony Santelli, II (4)		48,490,027		15.3
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410
Charles F. Sills (5)		1,100,000		0.4
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410
George D. Bolton (6)		5,100,000		1.7
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410
Peter Zimeri (7)		100,000		0.03
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410
Edmund Burke (8)		13,610,276		4.5
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410
Chris and Angela Kneppers (9)		22,351,270		7.7
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410
All officers and directors as a group (seven persons)		133,391,573		40.3

(1)

The percentages in this table are based upon 302,750,963 shares of common stock issued and outstanding as of December 31, 2023, and assumes the persons vested options and warrants are exercised but none other.

(2)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person.

(3)	Includes 500,000 exercisable warrants obtained as part of a private placement in the Company; 15,000,000 shares owned by the Benjamin Slager 2021 Irrevocable Trust; and shares underlying 11,000,000 fully vested and exercisable employee options owned by Benjamin Slager. Benjamin Slager also has 5,000,000 additional employee options awarded that will vest with the commercialization of the CTS system, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately. He has also been granted 6,000,000 options that will vest if the Company uplists to the Nasdaq or NYSE.
(4)	Includes 23,366,803 shares, 260,136 fully vested and exercisable warrants, and 9,000,000 vested and exercisable employee options owned by Anthony Santelli, II; 3,476,775 shares and 735,136 fully vested and exercisable warrants owned by AES Capital Partners, LP; 8,026,177 shares and 3,625,000 fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two entities controlled by Anthony Santelli, II. Anthony Santelli also has 5,000,000 additional employee options awarded that will vest with the commercialization of the CTS system, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately. He has also been granted 4,000,000 options that will vest if the Company uplists to the Nasdaq or NYSE.
(5)	Charles Sills also has 1 million options that vest upon obtaining an offtake agreement; and 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.
(6)	Includes 500,000 fully vested and exercisable options. George Bolton also has 500,000 options that vest over time; 1 million options that vest upon obtaining an offtake agreement; and 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.
(7)	Includes 100,000 fully vested and exercisable options. Peter Zimeri also has 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.
(8)	Edmund Burke also has 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.
(9)	Includes 19,517,937 shares owned communally, and 2,333,333 fully vested and exercisable warrants. Chris Kneppers also has 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

ITEM 12. – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of December 31, 2024, by: (i) each current director; each nominee for director, and executive officer of the Company; (ii) all directors and executive officers as a group; and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company’s Common Stock. Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment power with respect to the shares indicated.

Name and Address	No of Shares (2)		% Owned (1)
Benjamin Slager (3)		47,580,000		14.6
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410

Anthony Santelli, II (4)		52,219,755		16.0
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410

Charles F. Sills (5)		1,100,000		0.4
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410

George D. Bolton (6)		5,500,000		1.8
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410

Peter Zimeri (7)		100,000		0.03
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410

Edmund Burke (8)		13,790,276		4.5
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410

Chris and Angela Kneppers (9)		23,351,270		7.5
3710 Buckeye Street, Suite 120
Palm Beach Gardens, FL 33410

All officers and directors as a group (seven persons)		143,641,301		41.5

(1)	The percentages in this table are based upon 307,960,508 shares of common stock issued and outstanding as of December 31, 2024, and assumes the person’s vested options and warrants are exercised but none other.

(2)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person.

(3)	Includes 500,000 exercisable warrants obtained as part of a private placement in the Company; 15,000,000 shares owned by the Benjamin Slager 2021 Irrevocable Trust; and shares underlying 16,940,000 fully vested and exercisable employee options owned by Benjamin Slager. Benjamin Slager also has 15,493,450 additional employee options awarded that will vest upon the sooner of revenue generation from a production facility or the uplisting to the Nasdaq or NYSE, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately.

(4)	Includes 23,366,803 shares, 125,000 fully vested and exercisable warrants, and 13,000,000 vested and exercisable employee options owned by Anthony Santelli, II; 3,476,775 shares and 600,000 fully vested and exercisable warrants owned by AES Capital Partners, LP; 8,026,177 shares and 3,625,000 fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two entities controlled by Anthony Santelli, II. Anthony Santelli also has 12,279,476 additional employee options awarded that will vest upon the sooner of revenue generation from a production facility or the uplisting to the Nasdaq or NYSE, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately.

(5)	Charles Sills also has 1,579,167 options that vest upon obtaining an offtake agreement; and 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

(6)	Includes 900,000 fully vested and exercisable options. George Bolton also has 331,667 options that vest over time; 1,579,167 options that vest upon obtaining an offtake agreement; and 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

(7)	Includes 100,000 fully vested and exercisable options. Peter Zimeri also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

(8)	Includes 360,000 warrants. Edmund Burke also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

(9)	Includes 19,517,937 shares owned communally, and 2,333,333 fully vested and exercisable warrants. Chris Kneppers also has 789,583 options that will vest if the Company uplists to the Nasdaq or NYSE.

The Company is not aware of any person who owns of record, or is known to own beneficially, five percent (5%) or more of the outstanding securities of any class of the issuer, other than as set forth above.

Changes in Control

The Company does not currently have any arrangements which if consummated may result in a change of control of the Company.

ITEM 13. – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Transactions

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

	1)	Short-term notes payable, convertible notes, and legacy liabilities issued to related parties are described in NOTE 6 to the financial statements included herein.
	2)	A board resolution was passed on February 13, 2020 that pledged the patents and pending patents to secure the back pay claims of Ben Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management to build the Company while they receive less than full salaries.
	3)	During 2024, the board of directors approved an increase in salaries to two officers of the Company retroactive to August 1, 2023, in light of the fact that they are not receiving payments of salaries on a consistent basis. CEO Ben Slager is to receive annual salary of $525,000 and CFO Anthony Santelli $325,000.
	4)	In June 2024, the board of directors approved a partial anti-dilution compensation for CEO Ben Slager, CFO Anthony Santelli, and Director Chris Kneppers to be paid in restricted stock units and stock options of 4%, 3%, and 3%, respectively, of the equity and warrants sold to investors on the next $50 million in equity raised into the Company or its subsidiaries. This is compensation for their deferring salary or lending funds to the Company until such raise(s) is affected. These restricted share units will be issued as the Company raises capital through sale of its common stock. As of the end of 2024, Ben Slager is to be issued 88,800 RSUs and options with a 15 cent exercise price and expiring on November 14, 2029, and both Anthony Santelli and Chris Kneppers are each to be issued 66,600 RSUs and 66,600 options. These remain payable as of December 31, 2024.
	5)	As of April 1, 2024, the board of directors approved ceasing accruing interest on back pay due to officers and on directors’ fees. In lieu of interest, the Company will pay an additional $25,000 to each director contingent upon the financing of the first plant or the successful uplisting to the NYSE or Nasdaq. Similarly, a performance bonus equal to 100% of the outstanding back pay balance due to Officers Ben Slager and Anthony Santelli shall be paid contingent upon the financing of the first plant. These amounts automatically come due upon a Change of Control or if the Company files for bankruptcy under Chapter 11 or Chapter 7.
	6)	As of August 28, 2024, each Director that is not an Officer shall receive 3.5% in cash and 3.5% in warrants for any investor first introduced to the Company by the Director. The warrants shall either be at the same price as any warrants being offered in the raise, or, if there are no warrants in the raise, then at the closing market price on the date in which the funds are received. All warrants will have a 5-year expiration from the date of the investment. No such cash/warrants were earned in 2024.

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

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Director Independence

The Company currently has five (5) independent directors within the meaning of Nasdaq Marketplace Rule 4200. With five (5) independent directors, the company feels that the current board can competently perform the functions that an independent Board of Directors should provide.

ITEM 14. – PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed by the Company’s auditors, BFAssure, ~~Borgers~~ CPA PC for professional services rendered for the audit of its annual ~~financial~~ financial statements for fiscal year ended December 31, 2023, and review its interim financial statements for the first, second and third quarters of ~~2022~~2024 are approximately $3859,~~500~~479. In 2022, and Q1 2023, the Company had a different auditor, Prager Metis CPA, LLC, that charged approximately $51,000 for the audit of its 2022 financial statements and review of its first, second and third quarter of 2022, and an additional $8,500 for Q1 2023.

Audit Related fees

During the past fiscal year, no fees were billed or incurred for assurance or related services by the Company’s auditors that were reasonably related to the audit or review of financial statements reported above.

Tax Fees

During the past fiscal year, the Company incurred approximately $24,~~900~~100 for tax preparation fees for the fiscal year ended December 31, ~~2022~~2023 and $32,~~000~~900 for fiscal year ended December 31, ~~2021~~2022.

All Other Fees

During the past fiscal year, no other fees were billed or incurred for services by the Company’s auditors other than the fees noted above. The Company’s board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence of its auditors.

The Board of Directors Preapproval Policies

The Company has had a functioning audit committee since May 2018. For the fiscal year ending December 31, ~~2023~~2024, the Company’s full board approved of the audit arrangement with BFAssure, ~~Borgers~~ CPA P.C. Board of directors pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Company’s board of directors regarding its engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, its board of directors is informed of each service provided, and such policies and procedures do not include delegation of its board of directors’ responsibilities under the Exchange Act to its management. The Company’s board of directors may delegate to one or more designated members of its board of directors the authority to grant pre-approvals, provided such approvals are presented to the board of directors at a subsequent meeting. If the board of directors elects to establish pre-approval policies and procedures regarding non-audit services, the board of directors must be informed of each non-audit service provided by the independent auditor. Board of Directors pre-approval of non-audit services, other than review and attest services, also will not be required if such ~~services~~ services fall within available exceptions established by the SEC. For the fiscal year ending December 31, 2023, 100% of audit-related services, tax services and other services performed by the Company’s independent auditors were pre-approved by its board of directors.

The Company’s board has considered whether the services described above under the caption “All Other Fees”, which are currently none, is compatible with maintaining the auditor’s independence.

The board approved all fees described above.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this 10-K:

1. FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022	F-4
Balance Sheets as of December 31, 2024 and December 31, 2023	F-3
Consolidated Statements of Operations for the years ended December 31, 2023 and December 31, 2022	F-5
Statements of Operations for the years ended December 31, 2024 and December 31, 2023	F-4
Consolidated Statements of Changes in Stockholder’s Equity for the years ended December 31, 2023 and December 31, 2022	F-6
Statements of Changes in Stockholder’s Equity for the years ended December 31, 2024 and December 31, 2023	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022	F-7
Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023	F-6
Notes to the Consolidated Financial Statements	F-8
Notes to the Financial Statements	F-7

2. FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

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3. EXHIBITS

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

Exhibit No.		Identification of Exhibit
3.1		Articles of Incorporation (incorporated by reference to the Company’s S-1 filed May 23, 2012)
3.2		Certificate of Amendment to Articles of Incorporation filed November 19, 2014 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
3.3		Certificate of Amendment to Articles of Incorporation filed June 17, 2016 (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
3.4		Certificate of Amendment to Articles of Incorporation filed July 26, 2021 (incorporated by reference to the Company’s 8-K filed on July 30, 2021)
3.5		Bylaws (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
10.1		Employment Agreement, dated June 1, 2020, between the Company and Ben Slager (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021)
10.2		Employment Agreement, dated June 1, 2020, between the Company and Anthony Santelli (incorporated by reference to the Company’s Form 10-12G/A filed on February 16, 2021
10.3		2021 Employee, Director Stock Plan (incorporated by reference to definitive 14C filed with the SEC on June 24, 2021)
14		Code of Ethics (incorporated by reference to the Company’s 2023 Form 10K filed on March 31, 2023)
31.1.		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2728

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	March 2619, ~~2024~~2025
	By	/s/ Anthony Santelli
		Anthony Santelli
		Chief Financial Officer (Principal Financial and Accounting Officer)
	Date	March 2619, ~~2024~~2025

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 March 2619, ~~2024~~2025 By /s/ Anthony Santelli II Anthony Santelli Chief Financial Officer (Principal Financial and Accounting Officer) Date March 2619, ~~2024~~2025 By /s/ George D. Bolton George D. Bolton Director Date March 2619, ~~2024~~2025 By /s/ Charles F. Sills Charles F. Sills Director Date March 2619, ~~2024~~2025 By /s/ Peter Zimeri Peter Zimeri Director Date March 2619, ~~2024~~2025 By /s/ Edmund Burke Edmund Burke Director Date March 2619, ~~2024~~2025 By /s/ Chris Kneppers Chris Kneppers Director Date March 2619, ~~2024~~2025

2829

Filing Compare · BLUE BIOFUELS, INC.