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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 2025

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

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		(IRS Employer
of 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 name or former address if changed since last report

Securities registered pursuant to Section 12(b) of the Act: None.

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

Title of each class		Trading Symbol(s)		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) 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 during the preceding 12 months (or for such shorter period 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. ☐

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

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

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

State the number of shares outstanding of the registrant’s $.001 par value common stock as of the close of business on the latest practicable date (July 30, 2025): 313,199,690.

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION	3

ITEM 1.	Condensed Financial Statements (unaudited)	4
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	19
ITEM 4.	Controls and Procedures	19

	PART II—OTHER INFORMATION	20

ITEM 1.	Legal Proceedings	20
ITEM 1A.	Risk Factors	20
ITEM 2.	Unregistered Sales of Equity Securities	20
ITEM 3.	Defaults Upon Senior Securities	20
ITEM 4.	Mine Safety Disclosures	20
ITEM 5.	Other Information	20
ITEM 6.	Exhibits	21
	Signatures	22

PART I – FINANCIAL INFORMATION

TABLE OF CONTENTS

Index to Financial Statements		Page
Condensed Balance Sheets as of June 30, 2025, and December 31, 2024 (unaudited)		4

Condensed Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)		5

Condensed Statements of Stockholders’ Deficit for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)		6

Condensed Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited)		7

Notes to Condensed Financial Statements (unaudited)		8

Blue Biofuels, Inc.

Financial Statements

UNAUDITED FINANCIAL STATEMENTS

BLUE BIOFUELS, INC.

Blue Biofuels, Inc.

CONDENSED BALANCE SHEETS

(unaudited)

	June 30, 2025			December 31, 2024
ASSETS
Current Assets
Cash and Cash Equivalents	$	8,026		$	48,797
Prepaid Expenses		11,452			32,489
TOTAL CURRENT ASSETS	$	19,478		$	81,286
Other Assets
Property and Equipment, net of accumulated depreciation and amortization of $421,940 and $361,887 at June 30, 2025 and December 31,2024, respectively	$	615,746			539,648
Security Deposits		80,276			30,276
Right of Use Assets, net of accumulated amortization		403,705			440,298
Patents and Trademarks, net of accumulated amortization		329,056			298,079
TOTAL OTHER ASSETS	$	1,428,783		$	1,308,301
TOTAL ASSETS	$	1,448,261		$	1,389,587

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable		258,690			227,195
Accounts Payable - Related Party		72,670			72,670
Accounts Payable		72,670			72,670
Deferred Wages and Directors Fees - Related Party		1,859,431			1,607,870
Right of Use Lease Liability - Current		73,856			68,677
Convertible Notes Payable — Other		-			50,000
Interest Payable - Related Party		185,703			185,703
TOTAL CURRENT LIABILITIES	$	2,450,350		$	2,212,115
Long Term Liabilities
Right of Use Lease Liability - Long Term		334,350			372,745
Notes Payable — Related Party		1,325,000			1,140,000
Convertible Notes Payable — Related Party		190,000			190,000
Legacy Notes Payable — Related Party		200,630			200,630
Legacy Notes Payable — Other		120,000			120,000
TOTAL LONG TERM LIABILITIES	$	2,169,980		$	2,023,375
TOTAL LIABILITIES	$	4,620,330		$	4,235,490

COMMITMENTS AND CONTINGENCIES (Note 8)		-

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; 311,877,170 issued and outstanding at June 30, 2025, and 307,960,508 shares issued and outstanding at December 31, 2024.		311,877			307,961
Additional paid-in capital		54,936,400			54,101,897
Accumulated deficit		(58,420,346	)		(57,255,761	)
TOTAL STOCKHOLDERS’ DEFICIT	$	(3,172,069	)	$	(2,845,903	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,448,261		$	1,389,587

The accompanying notes to the Condensed Financial Statements are an integral part of these statements.

Blue Biofuels, Inc

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended						Six Months Ended
	June 30						June 30
	2025			2024			2025			2024
Revenues	$	-		$	-		$	-		$	-
Operating expense:
General and administrative		431,134			249,755			769,232			545,736
Research and development		471,470			291,389			822,176			899,025
Total operating expenses		902,604			541,144			1,591,408			1,444,761

Loss from operations:		(902,604	)		(541,144	)		(1,591,408	)		(1,444,761	)

Other (income) expense:
Grants income		-			-			(444,970	)		-
Interest expense - related party		18,149			6,723			18,149			48,815
Interest expense - other		(1	)		956			(2	)		2,119
Total other (income) expense		18,148			7,679			(426,823	)		50,934

Income (Loss) before provisions for income taxes	$	(920,752	)	$	(548,823	)	$	(1,164,585	)	$	(1,495,695	)
Provisions for income taxes		-			-			-			-
Net Income (Loss):	$	(920,752	)	$	(548,823	)	$	(1,164,585	)	$	(1,495,695	)

Net income (loss) per share and diluted	$	(0.003	)	$	(0.002	)	$	(0.004	)	$	(0.005	)

Weighted average common shares outstanding
Basic and diluted		310,047,521			302,848,463			309,300,452			302,818,463

The accompanying notes to the Condensed Financial Statements are an integral part of these statements.

Blue Biofuels, Inc.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)


	Common Stock				Additional Paid-in			Accumulated			Total Stockholder’s
	Shares		Amount		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		52,500	$	52	$	4,148			-		$	4,200
Issuance of 87,500 warrants for services		-		-		5,494			-			5,494
Stock based compensation recognized under the employee, director plan		-		-		279,248			-			279,248
Net Income (Loss)		-		-		-		$	(946,872	)	$	(946,872	)
Balance as of March 31, 2024		302,803,463	$	302,803	$	52,261,837		$	(56,783,652	)	$	(4,219,012	)
Issuance of common stock for services		62,045	$	62	$	5,832			-		$	5,894
Issuance of 40,000 warrants for services		-		-		3,094			-			3,094
Issuance of 100,000 warrants for interest		-		-		6,518			-			6,518
Cancelling 350,000 warrants for services		-		-		(29,991	)		-			(29,991	)
Stock based compensation recognized under the employee, director plan		-		-		29,767			-			29,767
Net Income (Loss)		-		-		-		$	(548,823	)	$	(548,823	)
Balance as of June 30, 2024		302,865,508	$	302,865	$	52,277,057		$	(57,332,475	)	$	(4,752,553	)

Balance as of December 31, 2024		307,960,508	$	307,961	$	54,101,897		$	(57,255,761	)	$	(2,845,903	)
Employee director stock options exercised on a cashless basis		44,000		44		(44	)		-			-
Issuance of common stock and warrants on the conversion of notes		625,000		625		49,375			-			50,000
Stock based compensation recognized under the employee, director plan		-		-		88,165			-			88,165
Net Income (Loss)									(243,833	)		(243,833	)
Balance as of March 31, 2025		308,629,508	$	308,630	$	54,239,393		$	(57,499,594	)	$	(2,951,571	)
Balance		308,629,508	$	308,630	$	54,239,393		$	(57,499,594	)	$	(2,951,571	)
Issuance of common stock for services and capitalized patent and trademark costs		415,975	$	416	$	41,181			-		$	41,597
Issuance of 250,000 warrants for services		-		-		22,936			-			22,936
Issuance of 200,000 warrants for interest		-		-		18,149			-			18,149
Employee director stock options exercised on a cashless basis		106,687		106		(106	)		-		$	-
Warrants exercised		125,000		125		6,125					$	6,250
Stock based compensation recognized under the employee, director plan		-		-		351,322			-			351,322
Issuance of common stock and warrants for cash through private placements		2,600,000	$	2,600		257,400			-		$	260,000
Net Income (Loss)		-		-		-		$	(920,752	)	$	(920,752	)
Balance as of June 30, 2025		311,877,170	$	311,877	$	54,936,400		$	(58,420,346	)	$	(3,172,069	)
Balance		311,877,170	$	311,877	$	54,936,400		$	(58,420,346	)	$	(3,172,069	)

The accompanying notes to the Condensed Financial Statements are an integral part of these statements.

Blue Biofuels, Inc.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six Months Ended
	June 30, 2025			June 30, 2024
Cash flows from operating activities
Net income (loss)	$	(1,164,585	)	$	(1,495,695	)
Reconciliation of net income (loss) to net cash used in operating activities
Depreciation and amortization		96,023			59,473
Stock based compensation for services		465,557			297,706
Issuance of warrants for interest		18,149			6,518
Changes in operating assets and liabilities
Prepaid expenses		(300	)		3,261
Accounts payable and accrued liabilities		31,495			(2,518	)
Deferred wages and directors’ fees — related party		251,561			548,000
Interest payable - related party		-			42,298
Right of use lease		3,377			(2,420	)
Net cash used in operating activities		(298,723	)		(543,377	)

Cash flows from investing activities
Net purchase of property and equipment		(136,151	)		-
Deposit on land		(50,000	)		-
Patent and trademark, net amortization costs		(7,147	)		(19,825	)
Net cash used in investing activities		(193,298	)		(19,825	)

Cash flows from financing activities
Proceeds from exercise of warrants and options		6,250			-
Proceeds from the issuance of notes payable - RP		185,000			680,000
Proceeds from the issuance of convertible notes - other		-			250,000
Proceeds from issuance of common stock and warrants		260,000			-
Net cash provided by financing activities		451,250			930,000

Net increase (decrease) in cash and cash equivalents		(40,771	)		366,798

Cash and cash equivalents at beginning of the period		48,797			41,008
Cash and cash equivalents at end of the period	$	8,026		$	407,806

Non-cash Financing and Investing Activities
Issuance of common stock and warrants on the conversion of notes payable	$	50,000		$	-
Issuance of common stock for capitalized patent and trademark costs	$	38,463		$	-

The accompanying notes to the Condensed Financial Statements are an integral part of these statements.

Blue Biofuels, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION

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.

NOTE 2 – GOING CONCERN

The accompanying condensed 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 June 30, 2025, the Company has incurred accumulated losses of $58,420,346. 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 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.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed financial statements do not include all disclosures required of annual financial statements and, accordingly, should be read in conjunction with our financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Operating results for the six months ended June 30, 2025, may not be indicative of full year 2025 results.

In management’s opinion, the accompanying condensed financial statements contain all adjustments necessary for a fair statement of our financial position as of June 30, 2025, and our results of operations, changes in stockholders’ deficit and cash flows for the three and six months ended June 30, 2025 and 2024. Certain prior period amounts have been reclassified to conform to the 2025 financial statement presentation. Reclassifications had no effect on net income (loss), cash flows, or stockholders’ equity as previously reported.

Net Income (Loss) per Common Share:

Basic net earnings per share amounts have been calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted earnings per share has been calculated using the weighted-average number of common shares plus the potentially dilutive effect of securities such as common stock that potentially could be issued upon the conversion of convertible notes or upon the exercise of outstanding options and warrants. The computation of potential common shares has been performed using the treasury stock method.

For the three and six months ended June 30, 2025 and 2024, due to net losses, all potential dilutive securities are antidilutive.

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.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

In December 2023, the Financial Accounting Standards Board (“ FASB”) issued Accounting Standards Update (“ 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. 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.

NOTE 4 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	Life		June 30, 2025			December 31, 2024
Building and Improvements		15	$	9,370		$	9,370
Construction and Engineering		10		171,817			45,342
Machinery and Equipment		10		831,078			821,402
Furniture and Fixtures		5		13,596			13,596
Computer Equipment		3		11,825			11,825
Property and Equipment, gross				1,037,686			901,535
Less Accumulated Depreciation			$	(421,940	)	$	(361,887	)
Property and Equipment			$	615,746		$	539,648

Total depreciation expense was $60,053 and $59,473 for the six months ended June 30, 2025 and 2024, respectively.

NOTE 5 – PATENTS AND TRADEMARKS

The Company has been issued three patents on its technology in the United States and has six pending patents. The Company has also applied for international patents on all of its patents. The Company has capitalized patent legal and filing fees of $310,491 and $286,115 as of June 30, 2025, and December 31, 2024, respectively. The amount amortized is $35,970 as of June, 2025, and $0 as of December 2024. The Company has one trademark registered and four pending. The Company has capitalized the trademark legal and filing fees of $18,565 and $11,964 as of June 30, 2025 and December 31, 2024, respectively.

NOTE 6 – DEBT

Notes Payable – Related Party

In 2023 and 2024, the Company borrowed a total of $1,140,000 from board member Chris Kneppers.The notes are now payable on the earliest of the date on which the Company (1) uplists to the Nasdaq or NYSE; (2) receives $5 million in equity financing; or (3) begins generating revenue from its first facility. In the first half of 2025, the Company borrowed an additional $185,000 from Mr. Kneppers with the same terms. In lieu of interest, the Company will pay Mr. Kneppers 100% of the outstanding loan balance due him contingent upon the financing of the first plant. All interest and loan amounts automatically come due upon a change of control of the Company or if the Company files for bankruptcy under Chapter 11 or Chapter 7. During the three and six months ended June 30, 2025 and 2024, the Company recognized $0 (2024: $0) and $0 (2024: $11,500), respectively, in interest expense on these notes due to Mr. Kneppers. At June 30, 2025, accrued interest payable to Mr. Kneppers is $46,651.

Convertible Notes Payable – Related Party

In July 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 three and six months ended June 30, 2025, and June 30, 2024, no warrants were issued as they are issued each July and November for the prior year.

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 three and six months ended June 30, 2025, 200,000 and 200,000 warrants were issued, and in 2024, 100,000 and 100,000, respectively. These had a value of $18,149 (2025) and $6,518 (2024) and were recognized as interest expense – related party on the statement of operations.

Convertible Notes Payable – Non-Related Parties

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.

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

SCHEDULE OF NOTES PAYABLE

Notes Payable	June 30, 2025		December 31, 2024
Current Convertible Notes — Other	$	-	$	50,000
Long Term Convertible Notes Payable – Related Party		190,000		190,000
Long-Term Notes Payable – Related Party		1,325,000		1,140,000
Long Term Notes Payable from future revenue — Related Party		200,630		200,630
Long Term Notes Payable from future revenue — Other		120,000		120,000
TOTAL NOTES	$	1,835,630	$	1,700,630

Of the $1,835,630 payable as of June 30, 2025, none is payable in cash at a specific point in time. $1,515,000 is due only after achieving certain milestones. $320,630 is due out of future revenue with no specific due date.

At June 30, 2025, there are $190,000 in convertible notes that, if converted, would convert into 1,461,538 shares.

NOTE 7 – STOCKHOLDERS’ EQUITY

During the six months ended June 30, 2025 and 2024, the Company issued an aggregate of 415,975 and 114,545 shares, respectively, of its common stock for services with a fair value based on the trading price of the Company’s stock on the date of issuance of $41,597 and $10,094, respectively.

During the six months ended June 30, 2025 in connection with the conversion of debt with a balance of $50,000, the Company issued 625,000 shares of its common stock and 625,000 warrants with an exercise price $0.10 and term of five years. See Note 6.

During the six months ended June 30, 2025, the Company issued 150,687 shares of its common stock due to the cashless exercise of 300,000 options by one of its directors and one of its employees.

During the six-months ended June 30, 2025, the Company issued 125,000 shares of its common stock due to the exercise of 125,000 warrants for $6,250.

During the six-months ended June 30, 2025, the Company issued 2,600,000 shares of its common stock and warrants, with a strike price of 15 cents and a five-year expiration, through a private placement for proceeds of $260,000.

Warrants:

During the six-month period ended June 30, 2025 and 2024, the Company issued 250,000 and 127,500 warrants for services with a fair value of $22,936 and $5,494, respectively for the vested warrants. An additional 500,000 unvested warrants were issued during 2025.

During the six-month period ended June 30, 2025 and 2024, the Company issued 200,000 and 100,000 warrants for interest with a fair value of $18,149 and $6,518, respectively.

A summary of warrant activity for the year ended December 31, 2024 and six months ended June 30, 2025 is as follows:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants			Weighted Average Exercise Price

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
Issued in connection with:
Common stock units sold for cash		2,600,000			0.15
Debt conversion		625,000			0.10
Debt-related interest		200,000			0.15
Services		750,000			0.12
Exercised		(125,000)			0.05
Balance, June 30, 2025		31,496,495			0.20

Warrants outstanding at June 30, 2025 have a weighted average exercise price of $0.20 and a weighted average remaining term of 3.0 years.

Stock Options:

During the three and six-month period ended June 30, 2025, the Company recognized stock based compensation of $351,322 and $439,487 respectively versus $29,767 and $309,015 respectively for 2024. Of this amount, $204,425 was classified as general and administrative expenses for the three month period ended in 2025 and $238,134 for the six month period, versus $28,782 and $45,721 for 2024, respectively. The remainder was classified as research and development expenses (2025: $146,897 and $201,353 for three and six month respectively; and for 2024: $985 and $263,294).

A summary of option activity for the year ended December 31, 2024 and six months ended June 30, 2025 is as follows:

SCHEDULE OF OPTION ACTIVITY

	Number of Options			Weighted Average Exercise Price
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
Options granted		12,774,470			0.12
Options expired		(3,158,334	)		0.18
Options exercised		(300,000	)		0.06
Balance, June 30, 2025		98,287,707			0.13
Vested, June 30, 2025		46,059,324			0.13

The weighted average exercise price of outstanding and vested options is $0.13 and $0.13, respectively. The weighted average remaining life of outstanding and vested options is 6.9 years and 6.2 years, respectively. At June 30, 2025, outstanding vested options had an intrinsic value of $1,427,472, and the total intrinsic value of all options is $3,011,064.

At June 30, 2025, remaining compensation to be recognized as future vesting of stock options is approximately $5.8 million of which approximately $0.9 million will vest with a weighted average remaining vesting period of approximately 1 year, and approximately $4.9 million will vest upon the probability of achieving performance milestone criteria.

Black Scholes Model Variables:

The fair value associated with warrants and options issued or modified during the six months ended June 30, 2025 were valued on the date of issuance or modification.

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 six months ended June 30, 2025 and 2024:

	June 30, 2025			June 30, 2024
Exercise price	$	0.11 to 0.13		$	0.10 to 0.15
Risk-free interest rate		3.81% - 4.54	%		3.93% - 4.71%
Expected term (in years)		5.0 to 10.0			5.0 to 10.0
Expected share price volatility		107.75 to 109.69	%		89.73% to 113.72%
Expected dividend yield		0.0% - 0.0%			0.0% - 0.0%

NOTE 8 - 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.

Leases

The Company currently leases office and laboratory space in Palm Beach Gardens, FL, that is classified as operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Company’s condensed balance sheet. During the three month period ended March 31, 2025, the Company renewed the leases when they expired. The new lease has a term of five years and has escalating monthly payments range from $9,100 to $10,242. At inception, the lease was classified as an operating lease and the Company recorded a ROU lease asset and liability of $452,132 and $452,132, respectively, reflecting the future lease payment discounted at a discount rate of 10% over the lease term. Rent expense for the three and six months ending June 30, 2025, were $42,330 and $99,909 and for 2024 were $66,972 and $110,287, respectively, which is expensed as part of G&A in the statement of operations.

At June 30, 2025, minimum lease payments to be paid by the Company are as follows:

SCHEDULE OF MINIMUM LEASE PAYMENTS


Remainder of 2025	$	55,148
2026		113,043
2027		116,434
2028		119,928
2029		102,426
Total lease payments		506,979
Less imputed interest		(98,773	)
Present value of lease liabilities		408,206
Current portion		(73,856	)
Long term portion	$	334,350

NOTE 9 – RELATED PARTY TRANSACTIONS

Related Party transactions with the Company are as follows:

	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 options of 4%, 3%, and 3%, respectively, of the equity and warrants granted 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 June 30, 2025, Ben Slager is to be issued 188,800 RSUs and options with a 15 cent exercise price, and both Anthony Santelli and Chris Kneppers are each to be issued 141,600 RSUs and 66,600 options. None of the RSUs nor options have been issued as of June 30, 2025.

	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 have been earned to date.

NOTE 10 – GRANT INCOME

In September 2024, the Company was awarded a Small Business Innovation Research (“SBIR”) 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.

During the three and six month periods ended June 30, 2025, $0 and $444,970 was recognized as grant income for this grant. The Company anticipates recognizing an additional $420,030 on this grant over the next 3 months.

NOTE 11 – SUBSEQUENT EVENTS

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

From July 1, 2025 to the date of this filing, the Company issued 650,000 shares and warrants for $65,000 in cash to two unrelated parties. The warrants were exercisable at 15 cents and have a 5five-year expiration.

From July 1, 2025 to the date of this filing, the Company issued 672,520 shares for services.

From July 1, 2025 to the date of this filing, the Company issued 50,000 warrants for interest on a notes payable to a board member. The warrants are exercisable at 15 cents and have a 5five-year expiration.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This quarterly 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. Some of those risks and uncertainties include the risk factors set forth in this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 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 financial statement 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

In early 2018, the Company’s chief executive officer (“CEO”) Ben Slager invented a new reactor technology with a 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, Brazil, China, and the African Regional Intellectual Property Organization. The patent applications are currently pending in all of these international jurisdictions. In addition to this patent, the Company has received two additional patents in the United States, for which it has also applied in all the above-mentioned jurisdictions. Further, the company has filed for 6 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 has no toxic waste, and it has a low carbon footprint: the amount of added atmospheric carbon created by burning the biofuels produced by the CTS system was absorbed by the plant-based feedstock while growing and is merely released back into the atmosphere. No extra CO2 is released into the atmosphere when our biofuels are burned. This is to be distinguished 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 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 optimized the core process. In 2024 and 2025, the Company has upscaled, tested and optimized the pre and post processing elements at this pilot scale plant and is finalizing 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 which 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 and other renewable fuels production to approximately 40 million gallon per year. VertiBlue Fuels plans to initially convert first-generation 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. Parallel to that, the Company will plan, design, and build a demonstration plant on the same location for the production of cellulosic ethanol from king grass with a capacity of around 5 million gallons per year. The Company is already in preparation and planting king grass close by for this purpose. As soon as we are able to produce cellulosic ethanol, it will be the feedstock for the SAF facility. 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 1.19 billion gallons for 2025, with proposals for 1.30 billion gallons for 2026, and 1.36 billion gallons for 2027 (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 called for 21.54 billion gallons of total renewable fuel, whereas for 2025 it’s 22.33 billion gallons with 7.33 billion gallons from advanced biofuels, including cellulosic biofuels, leaving 15 billion gallons for conventional biofuels (corn ethanol). For 2026 and 2027, the proposals for total renewable fuel is 24.02 and 24.46 billion gallons respectively. 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 $2.18 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $1.20. To profit from these incentives, the Company plans to apply for these 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. 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, 2029.

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 $43 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, bio-gasoline, 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.

Capital Formation

From January 1, 2025, through the date of filing, the Company issued an aggregate of 150,687 shares of its common stock for the cashless exercise of 300,000 options.

From January 1, 2025, through the date of filing, the Company issued an aggregate of 4,000,000 shares and warrants for the conversion of $50,000 in debt and for $331,250 in cash.

From January 1, 2025, through the date of filing, 8,915,757 options vested. During the six months ended June 30, 2025, the Company recognized additional stock-based compensation of $439,487 in connection with the expensing of unvested options.

From January 1, 2025, through the date of filing, 3,158,334 unvested options expired.

Going Concern

The Company has incurred losses since inception, has a working capital deficiency, and may be unable to raise further capital. As of June 30, 2025, the Company had a working capital deficit of $2,430,872 and had incurred accumulated losses of $58,420,346 since its inception. The Company expects to incur significant additional losses in connection with its continued start-up activities. As a result, there is substantial doubt about 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.

Results of Operations

Comparison of the three and six month periods ended June 30, 2025 to June 30, 2024

For the three and six months ended June 30, 2025, the Company recognized $0 in revenue, and also $0 in 2024.

For the three months ended June 30, 2025, the Company’s general and administrative expenses increased by $181,379 to $431,134 from $249,755 in 2024. This increase is primarily the result of $204,425 in equity based compensation versus $28,782 in 2024.

For the six months ended June 30, 2025, the Company’s general and administrative expenses increased by $223,496 to $769,232 from $545,736 in 2024.This increase is primarily due to equity based compensation of $238,135 versus $45,721 in 2024.

Interest expense increased in the quarter ended June 30, 2025 by $10,470 to $18,149 from $7,679 in 2024. Interest expense decreased in the six-month period ended June 30, 2025 by $32,787 to $18,147 from $50,934 in 2024.

Research and development (R&D) costs for the quarter ended June 30, 2025, were $471,470 an increase of $180,081 from $291,389 in 2024. The increase in R&D expenses is primarily the result of equity-based compensation of $146,898 in 2025 versus $985 in 2024.

Research and development (R&D) costs for the six months ended June 30, 2025, were $822,176 a decrease of $76,849 from $899,025 in 2024. The decrease in R&D expenses is primarily the result of equity-based compensation of $263,893 in 2024 versus $201,353 in 2025 plus $86,025 in consulting fees in 2024 versus $9,835 in 2025.

Liquidity and Capital Resources

Liquidity

As of June 30, 2025, the Company had $8,026 in cash and cash equivalents, and total stockholders’ deficit on June 30, 2025, was $3,172,069. As of December 31, 2024, the Company had $48,797 in cash and cash equivalents, and total stockholders’ deficit at December 31, 2024, was $2,845,903. Total debt, including convertible notes, accounts payable and other notes payable at June 30, 2025, together with interest payable thereon and legacy liabilities, was $4,620,330 an increase of $384,840 from December 31, 2024, where it stood at $4,235,490. This increase is primarily attributable to an increase in deferred wages of $251,560 and a net increase in debt of $135,000.

During the six months ended June 30, 2025, the Company’s net cash used in operating activities was $298,723 compared to net cash used in operating activities of $543,377 in the six months ending June 30, 2024. This is primarily attributed to the use of grant funds in 2025 which led to a lower net loss.

During the six months ended June 30, 2025, the Company generated an aggregate of $451,250 through its financing activities versus $930,000 in the six months ended June 30, 2024, which is a decrease of $478,750. This decrease from the prior year can primarily be attributed to net proceeds of $185,000 for the issuance of notes payable in 2025 versus $930,000 in 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 additional funds for G&A expenses and will seek project financing for a commercial ethanol to SAF facility in addition to funds needed to complete the commercialization of its CTS system. There is no guarantee that the Company will achieve all of the additional funding that is needed.

As of the date of this filing, in 2025 the Company has raised $185,000 through the issuance of notes and $331,250 through the issuance of common stock and warrants. The Company previously raised $17,160,625 in shares and $2,245,916 through converted notes and $1,430,000 in debt or convertible notes since inception. 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 reevaluate and revise its operations.

Equity

As of June 30, 2025, shareholders’ deficit was $3,172,069.

There were 311,877,170 shares of common stock issued and outstanding as of June 30, 2025.

There were no preferred shares outstanding.

The Company has paid no dividends.

ITEM 3. 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 4. 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 June 30, 2025. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. 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 1A. RISK FACTORS.

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 2. UNREGISTERED SALES OF EQUITY SECURITIES

Below is a list of securities issued by the Company from January 1, 2025, 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
Clay Taylor	01/21/25	Common Stock		625,000	Note Conversion
Peter Zimeri	02/18/25	Common Stock		44,000	Exercise of Options
Anthony Santelli, Sr.	04/04/25	Common Stock		500,000	Purchase @ $0.10 per share
Anthony Santelli, Sr.	05/05/25	Common Stock		250,000	Purchase @ $0.10 per share
Thomas Camerlengo	05/08/25	Common Stock		106,687	Exercise of Options
Randall Brodsky	05/21/25	Common Stock		250,000	Purchase @ $0.10 per share
Anthony Santelli, Sr.	05/24/25	Common Stock		500,000	Purchase @ $0.10 per share
Mark Monahan	05/30/25	Common Stock		500,000	Purchase @ $0.10 per share
John Orlando	06/09/25	Common Stock		125,000	Exercise of Warrants
Anthony Santelli, Sr.	06/26/25	Common Stock		600,000	Purchase @ $0.10 per share
David Bolton	07/02/25	Common Stock		250,000	Purchase @ $0.10 per share
Peter van Eerten	07/09/25	Common Stock		400,000	Purchase @ $0.10 per share

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 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. 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)

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)

SIGNATURES

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

	Blue Biofuels, Inc.
	(Registrant)

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

	Date July 30, 2025

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

	Date July 30, 2025

BLUE BIOFUELS, INC. 10-Q