Nevada
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20-4590982
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(State
or Other Jurisdiction of
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(IRS
Employer
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Incorporation)
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Identification
No.)
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Large
accelerated filer
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¨
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Accelerated
filer
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¨
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Non-accelerated
filer
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¨
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Smaller
reporting company
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x
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(Do
not check if a smaller reporting company)
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PART I
- FINANCIAL INFORMATION
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Item
1.
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Financial
Statements (Unaudited)
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1 |
CONSOLIDATED
BALANCE SHEETS
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1 | |
CONSOLIDATED
STATEMENTS OF OPERATIONS
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2 | |
CONSOLIDATED
STATEMENTS OF CASH FLOWS
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3 | |
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
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4 | |
Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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8 |
Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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12 |
Item
4.
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Controls
and Procedures
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12 |
PART
II - OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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13 |
Item
1A.
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Risk
Factors
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13 |
Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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13 |
Item
3.
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Defaults
Upon Senior Securities
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13 |
Item
4.
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Submission
of Matters to a Vote of Security Holders
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14 |
Item
5.
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Other
Information
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14 |
Item
6.
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Exhibits
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14 |
March
31,
2009
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December
31, 2008
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ASSETS
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(unaudited)
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(audited)
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||||||
Current
assets:
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||||||||
Cash
and cash equivalents
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$ | 1,576,244 | $ | 2,999,599 | ||||
Accounts
receivable
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14,570 | - | ||||||
Department
of Energy grant receivable
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43,595 | 692,014 | ||||||
Prepaid
expenses
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71,308 | 89,871 | ||||||
Total
current assets
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1,705,717 | 3,781,484 | ||||||
Property
and equipment, net of accumulated
depreciation
of $26,547 and $20,761, respectively
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180,323 | 186,112 | ||||||
Total
assets
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$ | 1,886,040 | $ | 3,967,596 | ||||
LIABILITIES
AND STOCKHOLDERS’ (DEFICIT)/EQUITY
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||||||||
Current
liabilities:
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||||||||
Accounts
payable
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$ | 424,276 | $ | 711,884 | ||||
License
fee payable to related party
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- | 970,000 | ||||||
Accrued
liabilities
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172,692 | 173,618 | ||||||
Total
current liabilities
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596,968 | 1,855,502 | ||||||
Outstanding
warrant liability
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2,718,153 | - | ||||||
Total
Liabilities
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3,315,121 | 1,855,502 | ||||||
Commitments
and contingencies (Note 5)
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- | - | ||||||
Stockholders’
(deficit)/equity:
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||||||||
Preferred
stock, no par value, 1,000,000 shares
authorized;
none issued and outstanding
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- | - | ||||||
Common
stock, $0.001 par value; 100,000,000 shares authorized;
28,133,053
and 28,100,881 shares issued and outstanding,
at
March 31, 2009 and December 31, 2008
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28,132 | 28,132 | ||||||
Additional
paid-in capital
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13,801,464 | 32,388,052 | ||||||
Treasury
stock at cost, 32,172 shares
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(101,581 | ) | (101,581 | ) | ||||
Deficit
accumulated during the development stage
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(15,157,096 | ) | (30,202,509 | ) | ||||
Total
stockholders’ (deficit)/equity
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(1,429,081 | ) | 2,112,094 | |||||
Total
liabilities and stockholders’ (deficit)/equity
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$ | 1,886,040 | $ | 3,967,596 | ||||
For
the Three Months ended March 31,
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For
the Three Months ended March 31,
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From
March 28, 2006 (inception) Through March 31,
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||||||||||
2009
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2008
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2009
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Consulting
fees
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$ | 14,570 | $ | - | $ | 63,570 | ||||||
Department
of Energy Grant
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43,595 | - | 1,119,103 | |||||||||
Total
revenues
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58,165 | - | 1,182,673 | |||||||||
Operating
expenses:
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||||||||||||
Project
development
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309,905 | 1,636,472 | 16,241,922 | |||||||||
General
and administrative
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576,984 | 1,166,340 | 11,391,541 | |||||||||
Related
party license fee
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- | - | 1,000,000 | |||||||||
Total
operating expenses
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886,889 | 2,802,812 | 28,633,463 | |||||||||
Operating
loss
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(828,724 | ) | (2,802,812 | ) | (27,450,790 | ) | ||||||
Other
income and (expense):
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||||||||||||
Gain
from change in fair value of warrant liability
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196,983 | - | 196,983 | |||||||||
Other
income
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5,702 | 98,934 | 252,816 | |||||||||
Financing
related charge
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- | - | (211,660 | ) | ||||||||
Amortization
of debt discount
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- | - | (676,982 | ) | ||||||||
Interest
expense
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- | - | (56,097 | ) | ||||||||
Related
party interest expense
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- | - | (64,448 | ) | ||||||||
Loss
on extinguishment of debt
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- | - | (2,818,370 | ) | ||||||||
Net
loss
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$ | (626,039 | ) | $ | (2,703,878 | ) | $ | (30,828,548 | ) | |||
Basic
and diluted loss per common share
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$ | (0.02 | ) | $ | (0.10 | ) | ||||||
Weighted
average common shares outstanding, basic and diluted
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28,100,881 | 28,061,553 |
For
the Three Months ended
March
31,
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For
the Three Months ended
March
31,
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From
March
28, 2006 (inception) Through
March
31,
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||||||||||
2009
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2008
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2009
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Cash
flows from operating activities:
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Net
loss
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$ | (626,039 | ) | $ | (2,703,878 | ) | $ | (30,828,548 | ) | |||
Gain
from change in fair value of warrant liability
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(196,983 | ) | - | (196,983 | ) | |||||||
Founders’
shares
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- | - | 17,000 | |||||||||
Costs
associated with purchase of Sucre Agricultural Corp
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- | - | (3,550 | ) | ||||||||
Interest
expense on beneficial conversion feature of convertible
notes
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- | - | 676,983 | |||||||||
Loss
on extinguishment of convertible debt
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- | - | 2,718,370 | |||||||||
Common
stock issued for interest on convertible notes
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- | - | 55,585 | |||||||||
Discount
on sale of stock associated with private placement
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- | - | 211,660 | |||||||||
Share-based
compensation
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- | 1,320,697 | 11,105,638 | |||||||||
Depreciation
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5,789 | 2,910 | 26,550 | |||||||||
Changes
in operating assets and liabilities:
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||||||||||||
Accounts
receivable
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(14,570 | ) | 49,000 | (14,570 | ) | |||||||
Department
of Energy grant receivable
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648,419 | - | (43,595 | ) | ||||||||
Prepaid
expenses and other current assets
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18,562 | (43,041 | ) | (71,310 | ) | |||||||
Accounts
payable
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(287,608 | ) | 408,129 | 424,276 | ||||||||
Accrued
liabilities
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(925 | ) | (153,510 | ) | 172,692 | |||||||
License
fee payable to related party
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(970,000 | ) | - | - | ||||||||
Net
cash used in operating activities
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(1,423,355 | ) | (1,119,693 | ) | (15,749,802 | ) | ||||||
Cash
flows from investing activities:
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||||||||||||
Acquisition
of property and equipment
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- | (6,486 | ) | (206,873 | ) | |||||||
Cash
flows from financing activities:
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||||||||||||
Cash
paid for treasury stock
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- | - | (101,581 | ) | ||||||||
Cash
received in acquisition of Sucre Agricultural Corp.
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- | - | 690,000 | |||||||||
Proceeds
from sale of stock through private placement
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- | - | 544,500 | |||||||||
Proceeds
from exercise of stock options
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- | - | 40,000 | |||||||||
Proceeds
from issuance of common stock
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- | - | 14,360,000 | |||||||||
Proceeds
from convertible notes payable
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- | - | 2,500,000 | |||||||||
Repayment
of notes payable
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- | - | (500,000 | ) | ||||||||
Proceeds
from related party notes payable
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- | - | 116,000 | |||||||||
Repayment
of related party notes payable
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- | - | (116,000 | ) | ||||||||
Net
cash provided by financing activities
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- | - | 17,532,919 | |||||||||
Net
(decrease) increase in cash and cash equivalents
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(1,423,355 | ) | (1,126,179 | ) | 1,576,244 | |||||||
Cash
and cash equivalents beginning of period
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2,999,599 | 13,031,939 | - | |||||||||
Cash
and cash equivalents end of period
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$ | 1,576,244 | $ | 11,905,760 | $ | 1,576,244 | ||||||
Supplemental
disclosures of cash flow information
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Cash
paid during the period for:
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Interest
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$ | - | $ | - | $ | 56,375 | ||||||
Income
taxes
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$ | 13,700 | $ | 800 | $ | 16,900 | ||||||
Supplemental
disclosures of non-cash investing and financing
activities:
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Conversion
of senior secured convertible notes payable
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$ | - | $ | - | $ | 2,000,000 | ||||||
Interest
converted to common stock
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$ | - | $ | - | $ | 55,569 | ||||||
Fair
value of warrants issued to placement agents
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$ | - | $ | - | $ | 725,591 | ||||||
March
31,
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January
1,
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|||||||
2009
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2009
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Annual
dividend yield
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-
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-
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||||||
Expected
life (years) of August 2007 issuance
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1.4
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1.6
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Expected
life (years) of December 2007 issuance
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3.8
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4.0
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Risk-free
interest rate
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1.67
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%
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1.55
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%
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Expected
volatility
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1.57
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%
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1.50
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%
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Additional
Paid-in
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Deficit
Accumulated
During
the
Development
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Capital
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Stage
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Balances
at December 31, 2008
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$ | 32,388,052 | $ | (30,202,509 | ) | |||
Cumulative
effect of warrants reclassified
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(18,586,588 | ) | 18,586,588 | |||||
Reclassification
of long term warrant liability
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(2,915,136 | ) | ||||||
Net
loss
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- | (626,039 | ) | |||||
Balances
at March 31, 2009
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$ | 13,801,464 | $ | (15,157,096 | ) |
●
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A
biorefinery that will process approximately 190 tons of green waste
material annually to produce roughly 3.9 million gallons of ethanol
annually. On November 9, 2007, we purchased the facility site which is
located in Lancaster, California for the BlueFire Ethanol Lancaster
project (“Lancaster Biorefinery”). Permit applications were
filed on June 24, 2007 to allow for construction of the Lancaster
Biorefinery. On or around July 23, 2008, the Los Angeles Planning
Commission approved the use permit for construction of the plant. However,
a subsequent appeal of the county decision, which BlueFire overcame,
combined with the waiting period under the California Environmental
Quality Act, pushed the effective date of the now non-appealable permit
approval to December 12, 2008. On February 12, 2009 we were
issued our Authority to Construct permit by the Antelope Valley Air
Quality Management District. We are currently in the detailed engineering
and design phase. We estimate the total cost including contingencies to be
in the range of approximately $100 million to $120 million for this first
plant. We are currently in discussions with potential sources of financing
for this facility but no definitive agreements are in
place.
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●
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A
biorefinery proposed for development and construction in conjunction with
the U.S. DOE in Southern California which will process approximately 700
metric dry tons of green waste and wood waste annually currently being
disposed of in landfills to produce approximately 16.6 to 18 million
gallons of ethanol annually ("DOE Biorefinery"). Preliminary engineering
and design is in progress and permitting for the DOE Biorefinery will
commence once all required preliminary engineering design is completed. A
definitive agreement is being finalized for the purchase and sale of the
ethanol produced from the DOE Biorefinery. We have received an Award from
the U.S. DOE of up to $40 million for our DOE Biorefinery, which will be
our second biorefinery in Southern California. On or around October 4,
2007, we finalized the award with the U.S. DOE for preconstruction
activities, which we refer to as “Award 1” for a total approved budget of
just under $10,000,000. During the second quarter 2008 this approved
budget was increased to approximately $16,000,000. This award is a 60%/40%
cost share, whereby 40% of approved costs may be reimbursed by the U.S.
DOE pursuant to the total $40 million amount awarded in February 2007. As
of March 31, 2009, BlueFire has been reimbursed approximately $1,119,000
from the Department of Energy under this award. The remainder of financing
for this project is yet to be
determined.
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●
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Several
other opportunities are being evaluated by us in North America, although
no definitive agreements have been
reached.
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●
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Obtain
additional operating capital from joint venture partnerships, Federal or
State grants or loan guarantees, debt financing or equity financing to
fund our ongoing operations and the development of initial biorefineries
in North America. Although the Company is in discussions with potential
financial and strategic sources of financing for their planned
biorefineries no definitive agreements are in
place.
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●
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The
Energy Policy Act of 2005 provides for grants and loan guarantee programs
to incentivize the growth of the cellulosic ethanol market. These programs
include a Cellulosic Biomass Ethanol and Municipal Solid Waste Guarantee
Program under which the U.S. Department of Energy (“DOE”) could provide
loan guarantees up to $250 million per qualified
project. BlueFire plans to pursue all available opportunities
within the Farm EPAct 2005.
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●
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The
Energy Policy Act of 2005 created a biorefinery Demonstration Project
Program under which $384 million or another amount appropriated by
Congress is available to fund up to three biorefinery demonstration
projects. Ultimately the U.S.DOE was appropriated $385 million for the
program and granted awards of various sizes to six companies of which we
are one. In October, 2007, we signed the contract for Award 1 for
pre-construction activities on our DOE Biorefinery (see above) and began
to draw down on those funds during the third quarter in
2008.
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●
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As
available and as applicable to our business plans, applications for public
funding will be submitted to leverage private capital raised by
us.
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●
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The
2008 Farm Bill, Title IX (Energy Title) provides grants for demonstration
scale Biorefineries, and loan guarantees for commercial
scale Biorefineries that produce advanced Biofuels (i.e.,
any fuel that is not corn-based). Section 9003 includes a Loan
Guarantee Program under which the U.S.D.A. could provide loan guarantees
up to $250 million to fund development, construction, and retrofitting of
commercial-scale refineries. Section 9003 also includes a grant program to
assist in paying the costs of the development and construction of
demonstration-scale biorefineries to demonstrate the commercial
viability which can potentially fund up to 50% of project
costs. BlueFire plans to pursue all available opportunities within
the Farm Bill.
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Exhibit
Number
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Description of Document
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31.1
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Rule 13a-14(a)/ 15d-14(a) Certification of Arnold Klann, Principal
Executive Officer of the Company.
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31.2
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Rule 13a-14(a)/ 15d-14(a) Certification of Christopher Scott, Principal
Financial Officer of the Company.
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32.1
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Certification Pursuant to 18 U.S.C. section 1350 of Arnold Klann,
Principal Executive Officer of the Company.
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32.2
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Certification Pursuant to 18 U.S.C. section 1350 of Christopher Scott,
Principal Financial Officer of the
Company.
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DATED:
May 15, 2009
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BLUEFIRE
ETHANOL FUELS, INC.
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/s/
Arnold Klann
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Arnold
Klann
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Chief
Executive Officer
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/s/
Christopher Scott
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Christopher
Scott
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Chief
Financial Officer and
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Principal
Accounting Officer
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