Nevada
|
2860
|
20-4590982
|
(State
or jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
umber)
|
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
|
Smaller
reporting company
|
x
|
(Do
not check if a smaller reporting company)
|
Title
of Each Class of
Securities
to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share
(1)
|
Proposed
Maximum
Aggregate
Offering
Price
(1)
|
Amount
of
Registration
Fee
|
||||||||||||
Common
Stock, $0.001 par value per share
|
2,500,000
|
$
|
0.98
|
$
|
2,401,000
|
$
|
$144.30
|
|||||||||
TOTAL
|
2,500,000
|
$
|
0.98
|
$
|
2,401,000
|
$
|
$144.30
|
(2)
|
(1)
|
Estimated
solely for purposes of calculating the registration fee in accordance with
Rule457(c) under the Securities Act of 1933 based on the average of the
high and low price of the common stock as reported on the Over-the-Counter
Bulletin Board on December 17, 2009.
|
(2)
|
Previously
paid as part of the Company’s Registration Statement on Form S-1 filed
with the SEC on September 4,
2009.
|
PROSPECTUS
SUMMARY
|
1
|
SUMMARY
FINANCIAL DATA
|
3
|
RISK
FACTORS
|
4
|
FORWARD-LOOKING
STATEMENTS
|
8
|
USE
OF PROCEEDS
|
9
|
DETERMINATION
OF OFFERING PRICE
|
9
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
9
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATIONS
|
11
|
DESCRIPTION
OF BUSINESS
|
17
|
LEGAL
PROCEEDINGS
|
25
|
MANAGEMENT
|
25
|
EXECUTIVE
COMPENSATION
|
28
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
32
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
34
|
DESCRIPTION
OF SECURITIES
|
35
|
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
|
36
|
SELLING
STOCKHOLDERS
|
37
|
PLAN
OF DISTRIBUTION
|
38
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS
|
39
|
LEGAL
MATTERS
|
40
|
EXPERTS
|
40
|
ADDITIONAL
INFORMATION
|
40
|
Common
Stock Being Offered By Selling Stockholders
|
2,500,000
shares of Common Stock.
|
|
Initial
Offering Price
|
The
initial offering price for shares of our Common Stock will be determined
by prevailing prices established on the OTCBB or as negotiated in private
transactions, or as otherwise described in “Plan of
Distribution.”
|
|
Terms
of the Offering
|
The
Selling Stockholders will determine when and how they will sell the Common
Stock offered in this prospectus.
|
|
Termination
of the Offering
|
The
offering will conclude upon the earliest of (i) such time as all of
the Common Stock has been sold pursuant to the registration statement,
(ii) two years or (iii) such time as all of the Common Stock become
eligible for resale without volume limitations pursuant to Rule 144 under
the Securities Act of 1933, as amended (the “Securities Act”), or any
other rule of similar effect.
|
|
Use
of Proceeds
|
We
are not selling any shares of Common Stock in this offering and, as a
result, will not receive any proceeds from this
offering.
|
|
OTCBB
Trading Symbol
|
“BFRE.OB”
|
|
Risk
Factors
|
The
Common Stock offered hereby involves a high degree of risk and should not
be purchased by investors who cannot afford the loss of their entire
investment. See “Risk Factors” beginning on page
4.
|
STATEMENT
OF OPERATIONS :
|
Nine
Months
Ended
September 30
|
Period
from
March
28, 2006
(Inception)
to
September
30
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
Revenues
|
$
|
4,105,833
|
$
|
267,343
|
$
|
5,230,341
|
||||||
Total
operating expenses
|
2,746,690
|
11,609,784
|
30,493,264
|
|||||||||
Operating
profit (loss)
|
1,359,143
|
(11,336,441
|
) |
(25,262,923
|
) | |||||||
Net
Loss
|
$
|
(450,227
|
)
|
$
|
(11,132,592
|
)
|
$
|
(30,652,736
|
)
|
|||
Basic
and diluted loss per common share
|
$
|
(0.02
|
)
|
$
|
(0.40
|
)
|
||||||
Weighted
average common shares outstanding basic and
diluted
|
28,116,271
|
28,061,394
|
BALANCE
SHEET :
|
At
September 30,
2009
|
At
December 31,
2008
|
||||||
Cash
and cash equivalents
|
$
|
102,911
|
$
|
2,999,599
|
||||
Current
assets
|
$
|
4,171,581
|
$
|
3,781,484
|
||||
Total
assets
|
$
|
4,340,326
|
$
|
3,967,596
|
||||
Current
liabilities
|
$
|
640,093
|
$
|
1,855,502
|
||||
Total
liabilities
|
$
|
5,371,790
|
$
|
1,855,502
|
||||
Total
stockholders’ (deficit) equity
|
$
|
(1,031,464
|
) | $ |
2,112,094
|
·
|
the
availability and adequacy of our cash flow to meet our
requirements,
|
||
·
|
economic,
competitive, demographic, business and other conditions in our local and
regional markets,
|
||
·
|
changes
or developments in laws, regulations or taxes in the ethanol or energy
industries,
|
||
·
|
actions
taken or not taken by third-parties, including our suppliers and
competitors, as well as legislative, regulatory, judicial and other
governmental authorities,
|
||
·
|
competition
in the ethanol industry,
|
||
·
|
the
failure to obtain or loss of any license or permit,
|
||
·
|
success
of the Arkenol Technology,
|
||
·
|
changes
in our business and growth strategy (including our plant building strategy
and co-location strategy), capital improvements or development
plans,
|
||
·
|
the
availability of additional capital to support capital improvements and
development, and
|
||
·
|
other
factors discussed under the section entitled “Risk Factors” or elsewhere
in this registration statement.
|
Quarter
ended
|
Low
Price
|
High
Price
|
||||||
September
30, 2006
|
$
|
1.35
|
$
|
6.80
|
||||
December
31, 2006
|
$
|
1.47
|
$
|
4.00
|
||||
March
31, 2007
|
$
|
3.99
|
$
|
7.70
|
||||
June
30, 2007
|
$
|
5.40
|
$
|
7.15
|
||||
September
30, 2007
|
$
|
3.30
|
$
|
6.40
|
||||
December
31, 2007
|
$
|
3.15
|
$
|
5.01
|
||||
March
31, 2008
|
$
|
3.00
|
$
|
4.15
|
||||
June
30, 2008
|
$
|
3.05
|
$
|
4.40
|
||||
September
30, 2008
|
$
|
2.05
|
$
|
4.15
|
||||
December
31, 2008
|
$
|
0.55
|
$
|
2.15
|
||||
March
31, 2009
|
$
|
0.51
|
$
|
1.00
|
||||
June
30, 2009
|
$
|
0.55
|
$
|
1.60
|
||||
September
30, 2009
|
$
|
0.80
|
$
|
1.20
|
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights and number of shares of restricted stock
|
Weighted
average
exercise
price
of
outstanding
options,
warrants
and
rights(2)
|
Number
of securities remaining available for future issuance
|
|||||||||
Equity
compensation plans approved by security holders under the Amended and
Restated Plan
|
3,534,321
|
(1)
|
$
|
2.48
|
6,465,679
|
|||||||
Equity
compensation not pursuant to a plan
|
802,203
|
(3)
|
$
|
3.80
|
||||||||
Total
|
4,336,524
|
Period
|
Total
number
of
shares
purchased
|
Average
price
paid
per
share
|
Total
number
of
shares
purchased
as
part
of publicly
announced
plans
or
programs
|
Maximum
number
(or
approximate
dollar
value)
of
shares that
may
yet be
purchased
under
the
plans or
programs
|
||||||||||||
4/1/08
– 4/30/08
|
9,901
|
$
|
3.48
|
0
|
0
|
|||||||||||
5/1/08
– 5/31/08
|
0
|
0
|
0
|
|||||||||||||
6/1/08
– 6/30/08
|
0
|
0
|
0
|
|||||||||||||
7/1/08
– 7/31/08
|
7,525
|
$
|
3.60
|
0
|
0
|
|||||||||||
8/1/08
– 8/31/08
|
3,000
|
$
|
2.64
|
0
|
0
|
|||||||||||
9/1/08
– 9/30/08
|
11,746
|
$
|
2.73
|
0
|
0
|
|||||||||||
Total
|
32,172
|
$
|
3.16
|
0
|
0
|
(1)
|
The
Company implemented a stock repurchase program effective April 1, 2008
with the intent to repurchase BlueFire shares in accordance with SEC Rule
10b-18. As of December 17 , 2009, the Company repurchased a
total of 32,172 shares at a cost of approximately $101,581. Under the
stock repurchase program, the Company is not obligated to repurchase any
additional shares of common stock.
|
FEL-1
*
Material Balance
*
Energy Balance
*
Project Charter
|
FEL-2
*
Preliminary Equipment Design
*
Preliminary Layout
*
Preliminary Schedule
*
Preliminary Estimate
|
FEL-3
*
Purchase Ready Major Equipment Specifications
*
Definitive Estimate
*
Project Execution Plan
*
Preliminary 3D Model
*
Electrical Equipment List
*
Line List
*
Instrument Index
|
·
|
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.
|
·
|
The
Energy Policy Act of 2005 (“EPAct 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.
|
·
|
In
June 2008 the Food, Conservation and Energy Act of 2008 (“Farm Bill”) was
signed into law. The 2008 Farm Bill also modified existing
incentives, including ethanol tax credits and import duties and
established a new tax credit for cellulosic biofuels. The Farm Bill
also authorized new biofuels loan and grant programs, but these will
be subject to appropriations, likely starting with the FY2010 budget
request. BlueFire plans to pursue all available opportunities
within the Farm Bill.
|
·
|
Utilize
proceeds from reimbursements under the Department of Energy contract.
|
·
|
As
available and as applicable to our business plans, applications for public
funding will be submitted to leverage private capital raised by
us.
|
·
|
We
intend to build a facility that will process approximately 190 tons of
green waste material per day to produce roughly 3.9 million gallons of
ethanol annually. In connection therewith, on November 9, 2007, we
purchased the facility site which is located in Lancaster,
California. Permit applications were filed on June 24, 2007, to
allow for construction of the Lancaster facility. On December
12, 2008 we were issued our Conditional Use Permit by the County of Los
Angeles. On February 12, 2009 we were issued our Authority to
Construct permit by the Antelope Valley Air Quality Management
District.
|
·
|
We
are also developing a facility for construction in a joint effort with the
Department of Energy. This facility will use approximately 700 metric dry
tons per day of green waste and wood waste currently disposed in the
landfill to produce about 16.6 to 18 million gallons of ethanol annually.
Preliminary engineering design is in progress and permitting for this
facility will commence once all required preliminary engineering design is
completed. We have received an Award from the DOE of up to $40
million for the Facility. On or around October 4, 2007, we finalized Award
1 for a total approved budget of just under $10,000,000 with the DOE. This
award is a 60%/40% cost share, whereby 40% of approve costs may be
reimbursed by the DOE pursuant to the total $40 million award announced in
February 2007. As of June 30, 2009, BlueFire has been reimbursed
approximately $1,187,000 from the Department of Energy under this award.
The Company has been successful in amending its award to include costs
previously incurred in connection with the development of the Lancaster
site which have a direct attributable benefit to the DOE
Biorefinery. In October 2009, the Company received additional
funds of approximately $3,800,000, which is more than the previously
disclosed range of approximately $2,300,000 to $3,000,000. The
remainder of financing for this project is yet to be determined.
|
·
|
Several
other opportunities are being evaluated by us in North America but no
definitive plans have been made. Discussions with various
landfill owners are underway to duplicate our proposed facility throughout
North America although no definitive agreements have been
reached.
|
For
the Nine Months ended September 30,
|
For
the Nine Months ended September 30,
|
|||||||
2009
|
2008
|
|||||||
Revenues:
|
||||||||
Consulting
fees
|
$
|
14,570
|
$
|
-
|
||||
Department
of Energy Grant
|
4,091,263
|
267,343
|
||||||
Total
revenues
|
4,105,833
|
267,343
|
||||||
Operating
expenses:
|
||||||||
Project
development, including stock based compensation of $0 and $ 1,860,000,
respectively
|
947,192
|
8,311,634
|
||||||
General
and administrative, including stock based compensation of $ 222,000, and $
1,544,000, respectively
|
1,799,498
|
3,292,150
|
||||||
Related
party license fee
|
-
|
-
|
||||||
Total
operating expenses
|
2,746,690
|
11,603,784
|
||||||
Operating
profit (loss)
|
1,359,143
|
(11,336,441
|
)
|
|||||
Other
income and (expense):
|
||||||||
Loss
from change in fair value of warrant liability
|
(1,816,561
|
) |
-
|
|||||
Other
income
|
7,364
|
203,849
|
||||||
Financing
related charge
|
-
|
-
|
||||||
Amortization
of debt discount
|
-
|
-
|
||||||
Interest
expense
|
-
|
-
|
||||||
Related
party interest expense
|
(173
|
) |
-
|
|||||
Loss
on extinguishment of debt
|
-
|
-
|
||||||
Net
loss
|
$
|
(450,227
|
)
|
$
|
(11,132,592
|
)
|
||
Basic
and diluted loss per common share
|
$
|
(0.02
|
)
|
$
|
(0.40
|
)
|
||
Weighted
average common shares outstanding, basic and diluted
|
28,116,271
|
28,061,394
|
For
the Twelve
Months
ended
December
31,
|
For
the Twelve
Months
ended
December
31,
|
|||||||
2008
|
2007
|
|||||||
Revenues:
|
||||||||
Consulting
Fees
|
$
|
-
|
$
|
49,000
|
||||
Department
of Energy Grant
|
1,075,508
|
-
|
||||||
Total
revenues
|
1,075,508
|
49,000
|
||||||
Operating
expenses:
|
||||||||
Project
development, including stock based compensation of $2,078,356, and
$2,387, respectively
|
10,535,278
|
4,930,739
|
||||||
General
and administrative, including stock based compensation of 1,690,921, and
$4,061,808, respectively
|
4,136,235
|
5,595,125
|
||||||
Related
party license fee
|
1,000,000
|
-
|
||||||
Total
operating expenses
|
15,671,513
|
10,525,864
|
||||||
Operating
loss
|
(14,596,005
|
)
|
(10,476,864
|
)
|
||||
Other
income and (expense):
|
||||||||
Other
income
|
225,411
|
18,903
|
||||||
Financing
related charge
|
-
|
(211,660
|
)
|
|||||
Amortization
of debt discount
|
-
|
(676,982
|
)
|
|||||
Interest
expense
|
-
|
(56,097
|
)
|
|||||
Related
party interest expense
|
-
|
(55,348
|
)
|
|||||
Loss
on extinguishment of debt
|
-
|
(2,818,370
|
)
|
|||||
Net
loss
|
$
|
(14,370,594
|
)
|
$
|
(14,276,418
|
)
|
||
Basic
and diluted loss per common share
|
$
|
(0.51
|
)
|
$
|
(0.65
|
)
|
||
Weighted
average common shares outstanding, basic and diluted
|
28,064,572
|
21,848,126
|
FEL-1
*
Material Balance
*
Energy Balance
*
Project Charter
|
FEL-2
*
Preliminary Equipment Design
*
Preliminary Layout
*
Preliminary Schedule
*
Preliminary Estimate
|
FEL-3
*
Purchase Ready Major Equipment Specifications
*
Definitive Estimate
*
Project Execution Plan
*
Preliminary 3D Model
*
Electrical Equipment List
*
Line List
*
Instrument Index
|
NAME
|
AGE
|
POSITION
|
OFFICER
AND/OR DIRECTOR SINCE
|
|||
Arnold
Klann
|
58
|
President,
CEO and Director
|
June
2006
|
|||
Necitas
Sumait
|
49
|
Secretary,
SVP and Director
|
June
2006
|
|||
Christopher
Scott
|
35
|
Chief
Financial Officer
|
March
2007
|
|||
John
Cuzens
|
57
|
SVP,
Chief Technology Officer
|
June
2006
|
|||
Chris
Nichols
|
43
|
Director
|
June
2006
|
|||
Joseph
Emas
|
55
|
Director
|
July
2007
|
|||
Victor
Doolan
|
69
|
Director
|
July
2007
|
NAME
AND PRINCIPAL
POSITION
|
YEAR
|
SALARY
($)
|
BONUS
($)
|
STOCK
AWARDS
($)
|
OPTIONS
AWARDS
($)
(3)
|
NON-
EQUITY
INCENTIVE
PLAN
COMPENSATION
($)
|
CHANGE
IN
PENSION
VALUE
AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)
|
ALL
OTHER
COMPENSATION
($)
|
TOTAL
($)
|
||||||||||||||||||
Arnold
Klann Director and President
|
2008
|
226,000
|
-
|
24,600
|
(1)
|
-
|
250,600
|
||||||||||||||||||||
2007
|
216,583
|
51,780
|
5,070
|
(1)
|
750,519
|
1,023,952
|
|||||||||||||||||||||
Necitas
Sumait Director, Secretary and VP
|
2008
|
176,500
|
-
|
24,600
|
(1)
|
201,100
|
|||||||||||||||||||||
2007
|
149,500
|
51,780
|
5,070
|
(1)
|
556,521
|
762,871
|
|||||||||||||||||||||
John
Cuzens Treasurer and VP
|
2008
|
175,250
|
-
|
-
|
-
|
175,250
|
|||||||||||||||||||||
2007
|
149,500
|
51,780
|
556,521
|
757,801
|
|||||||||||||||||||||||
Christopher
Scott Chief Financial Officer
|
2008
|
163,750
|
-
|
-
|
-
|
163,750
|
|||||||||||||||||||||
2007
|
86,250
|
51,780
|
275,001
|
(2)
|
556,521
|
969,552
|
|||||||||||||||||||||
Chris
Nichols Director
|
2008
|
5,000
|
24,600
|
(1)
|
29,600
|
||||||||||||||||||||||
2007
|
7,500
|
(4)
|
5,070
|
(1)
|
12,570
|
||||||||||||||||||||||
Joseph
Emas Director
|
2008
|
5,000
|
24,600
|
(1)
|
29,600
|
||||||||||||||||||||||
2007
|
5,000
|
25,350
|
(1)
|
30,350
|
|||||||||||||||||||||||
Victor
Doolan Director
|
2008
|
5,000
|
24,600
|
(1)
|
29,600
|
||||||||||||||||||||||
2007
|
5,000
|
25,350
|
(1)
|
30,350
|
(1)
|
Reflects
value of shares of restricted common stock received as compensation as
Director. See notes to consolidated financial statements for
valuation.
|
(2)
|
Reflects
value of 50,000 shares of restricted common stock received as compensation
related to February 2007 employment
agreement.
|
(3)
|
Valued
based on the Black-Scholes valuation model at the date of grant, see note
to the consolidated financial
statements.
|
(4)
|
Includes
partial 2006 compensation of $2,500 paid in
2007.
|
ESTIMATED
FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS
|
ESTIMATED
FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS
|
|||||||||||||
Name
|
Grant
Date
|
Approval
Date
|
Number
of Non-Equity Incentive Plan Units Granted (#)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
All
Other Stock Awards: Number of Shares of Stock or Units (#)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
or Base Price of Option Awards ($ / SH)
|
Closing
Price on Grant Date ($ / SH)
|
|
Arnold
Klann
|
None
|
|||||||||||||
Necitas
Sumait
|
None
|
|||||||||||||
Christopher
Scott
|
None
|
|||||||||||||
John
Cuzens
|
None
|
|||||||||||||
Chris
Nichols
|
None
|
|||||||||||||
Joseph
Emas
|
None
|
|||||||||||||
Victor
Doolan
|
None
|
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||||||
NAME
|
NUMBER
OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
EXERCISABLE
|
NUMBER
OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
UNEXERCISABLE
|
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER
OF
SECURITIES
UNDERLYING
UNEXERCISED
UNEARNED
OPTIONS
(#)
|
OPTION
EXERCISE
PRICE
($)
|
OPTION
EXPIRATION
DATE
|
NUMBER
OF
SHARES
OR
UNITS
OF
STOCK
THAT
HAVE
NOT
VESTED
(#)
|
MARKET
VALUE
OF
SHARES
OR
UNITS
OF
STOCK
THAT
HAVE
NOT
VESTED
($)
|
EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER
OF
UNEARNED
SHARES,
UNITS
OR
OTHER
RIGHTS
THAT
HAVE
NOT
VESTED
(#)
|
EQUITY
INCENTIVE PLAN AWARDS:
MARKET
OR
PAYOUT
VALUE
OF
UNEARNED
SHARES,
UNITS
OR
OTHER
RIGHTS
THAT
HAVE
NOT
VESTED
($)
|
||||
Arnold
Klann
|
1,000,000
|
-
|
2.00
|
12/14/11
|
|||||||||
28,409
|
-
|
3.52
|
12/20/12
|
||||||||||
125,000(1)
|
125,000(1)
|
3.20
|
12/20/12
|
||||||||||
Necitas
Sumait
|
450,000
|
-
|
2.00
|
12/14/11
|
|||||||||
118,750(1)
|
87,500(1)
|
3.20
|
12/20/12
|
||||||||||
John
Cuzens
|
450,000
|
-
|
2.00
|
12/14/11
|
|||||||||
118,750(1)
|
87,500(1)
|
3.20
|
12/20/12
|
||||||||||
Christopher
Scott
|
118,750(1)
|
87,500(1)
|
3.20
|
12/20/12
|
|||||||||
Chris
Nichols
|
|||||||||||||
Joseph
Emas
|
|||||||||||||
Victor
Doolan
|
OPTION
AWARDS
|
STOCK
AWARDS
|
||||
Number
of Shares
Acquired
on Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
Number
of Shares
Acquired
on Vesting
(#)
|
Value
Realized
on Vesting
($)
|
||
Arnold
Klann
|
|||||
Necitas
Sumait
|
|||||
Christopher
Scott
|
|||||
John
Cuzens
|
|||||
Chris
Nichols
|
|||||
Joseph
Emas
|
|||||
Victor
Doolan
|
NAME
|
PLAN
NAME
|
NUMBER
OF YEARS
CREDITED
SERVICE
(#)
|
PRESENT
VALUE OF
ACCUMULATED BENEFIT
($)
|
PAYMENTS
DURING
LAST
FISCAL YEAR
($)
|
Arnold
Klann
|
||||
Necitas
Sumait
|
||||
Christopher
Scott
|
||||
John
Cuzens
|
||||
Chris
Nichols
|
||||
Joseph
Emas
|
||||
Victor
Doolan
|
NAME
|
EXECUTIVE
CONTRIBUTION
IN
LAST
FISCAL YEAR
($)
|
REGISTRANT
CONTRIBUTIONS IN
LAST FISCAL
YEARS
($)
|
AGGREGATE
EARNINGS
IN LAST
FISCAL YEAR
($)
|
AGGREGATE
WITHDRAWALS
/
DISTRIBUTIONS
($)
|
AGGREGATE
BALANCE
AT LAST
FISCAL
YEAR-END
($)
|
Arnold
Klann
|
|||||
Necitas
Sumait
|
|||||
Christopher
Scott
|
|||||
John
Cuzens
|
|||||
Chris
Nichols
|
|||||
Joseph
Emas
|
|||||
Victor
Doolan
|
NAME
|
Year
|
FEES
EARNED
OR
PAID
IN
CASH
($)
|
STOCK
AWARDS
($)
(1)
|
OPTION
AWARDS
($)
|
NON-EQUITY
INCENTIVE
PLAN COMPENSATION
($)
|
CHANGE
IN
PENSION
VALUE
AND
NONQUALIFIED DEFERRED
COMPENSATION
EARNINGS
($)
|
ALL
OTHER
COMPENSATION
($)
|
TOTAL
($)
|
Necitas
Sumait
|
2008
|
24,600
|
24,600
|
|||||
Chris
Nichols
|
2008
|
5,000
|
24,600
|
29,600
|
||||
Joseph
Emas
|
2008
|
5,000
|
24,600
|
29,600
|
||||
Victor
Doolan
|
2008
|
5,000
|
24,600
|
29,600
|
||||
Arnold
Klann
|
2008
|
24,600
|
24,600
|
(1)
|
Reflects
value of shares of restricted common stock received as compensation as
Director. See notes to consolidated financial statements for
valuation.
|
NAME
|
YEAR
|
PERQUISITES
AND OTHER PERSONAL BENEFITS
($)
|
TAX
REIMBURSEMENTS
($)
|
INSURANCE
PREMIUMS
($)
|
COMPANY
CONTRIBUTIONS TO RETIREMENT AND 401(K) PLANS
($)
|
SEVERANCE
PAYMENTS/
ACCRUALS
($)
|
CHANGE
IN
CONTROL
PAYMENTS/
ACCRUALS
($)
|
TOTAL
($)
|
Arnold
Klann
|
||||||||
Necitas
Sumait
|
||||||||
Christopher
Scott
|
||||||||
John
Cuzens
|
||||||||
Chris
Nichols
|
||||||||
Joseph
Emas
|
||||||||
Victor
Doolan
|
NAME
|
YEAR
|
PERSONAL
USE OF
COMPANY
CAR/PARKING
|
FINANCIAL
PLANNING
LEGAL
FEES
|
CLUB
DUES
|
EXECUTIVE
RELOCATION
|
TOTAL
PERQUISITES
AND
OTHER
PERSONAL
BENEFITS
|
Arnold
Klann
|
||||||
Necitas
Sumait
|
||||||
Christopher
Scott
|
||||||
John
Cuzens
|
||||||
Chris
Nichols
|
||||||
Joseph
Emas
|
||||||
Victor
Doolan
|
NAME
|
BENEFIT
|
BEFORE
CHANGE IN CONTROL
TERMINATION
W/O
CAUSE
OR FOR GOOD REASON
|
AFTER
CHANGE IN
CONTROL
TERMINATION
W/O
CAUSE
OR GOOD
REASON
|
VOLUNTARY
TERMINATION
|
DEATH
|
DISABILITY
|
CHANGE
IN CONTROL
|
||||||
Arnold
Klann
|
Full
comp. first 2 months, 50% of comp. next 4 months
|
||||||||||||
Necitas
Sumait
|
Full
comp. first 2 months, 50% of comp. next 4 months
|
||||||||||||
Christopher
Scott (1)
|
Full
comp. first 2 months, 50% of comp. next 4 months
|
||||||||||||
John
Cuzens
|
Full
comp. first 2 months, 50% of comp. next 4 months
|
||||||||||||
Chris
Nichols
|
N/A
|
||||||||||||
Joseph
Emas
|
N/A
|
||||||||||||
Victor
Doolan
|
N/A
|
Title
of Class
|
Name
of Beneficial Owner (1)
|
Number
of
shares
|
Percent
of
Class
(2)
|
|||||||
Common
|
Arnold
Klann, Chairman and Chief Executive Officer
|
14,363,909
|
(4)
|
48.77
|
%
|
|||||
Common
|
Necitas
Sumait, Senior Vice President and Director
|
1,786,750
|
(5)
|
6.19
|
%
|
|||||
Common
|
John
Cuzens, Chief Technology Officer and Senior Vice President
|
1,752,250
|
(6)
|
6.07
|
%
|
|||||
Common
|
Chris
Scott, Chief Financial Officer
|
128,750
|
(7)
|
*
|
||||||
Common
|
Chris
Nichols, Director
|
15,000
|
*
|
|||||||
Common
|
Victor
Doolan, Director
|
17,000
|
*
|
|||||||
Common
|
Joseph
Emas, Director
|
11,000
|
*
|
|||||||
Common
|
Quercus
Trust (3)
|
11,081,211
|
(8)
|
32.73
|
%
|
|||||
All
officers and directors as a group (7 persons)
|
18,074,659
|
58.84
|
%
|
|||||||
All
officers, directors and 5% holders as a group (8 persons)
|
29,155,870
|
80.38
|
%
|
(1) |
Beneficial
ownership is determined in accordance
with Rule 13d-3 of the Exchange Act and generally includes voting
or investment power with respect to securities.
|
(2)
|
Figures
may not add up due to rounding of percentages.
|
(3)
|
David
Gelbaum and Monica Chavez Gelbaum are co-trustees of The Quercus
Trust. Each of David Gelbaum and Monica Chavez Gelbaum, acting
alone, has the power to exercise voting and investment control over the
shares of common stock owned by the Trust.
|
(4)
|
Includes
options to purchase 1,153,409 shares of common stock vested at December
17 , 2009.
|
(5)
|
Includes
options to purchase 568,750 shares of common stock vested at December
17 , 2009.
|
(6)
|
Includes
options to purchase 568,750 shares of common stock vested at December
17 , 2009.
|
(7)
|
Includes
options and warrants to purchase 128,750 shares of common stock vested at
December 17 , 2009.
|
(8)
|
Includes
a warrant to purchase 5,555,556 shares of common
stock.
|
DATE
ISSUED:
|
OPTIONEE
NAME
|
NUMBER
OF OPTIONS
|
TYPE
|
PRICE
|
EXPIRATON
DATE
|
December
20, 2007
December
20, 2007
|
Arnold
Klann, Officer and Director
|
28,409
250,000
|
ISO
(1)
NSO
(2)
|
$3.52
$3.20
|
December
20, 2012
December
20, 2012
|
December
20, 2007
December
20, 2007
|
Necitas
Sumait, Officer and Director
|
31,250
175,000
|
ISO
(1)
NSO
(2)
|
$3.20
$3.20
|
December
20, 2012
December
20, 2012
|
December
20, 2007
December
20, 2007
|
John
Cuzens, Officer
|
31,250
175,000
|
ISO
(1)
NSO
(2)
|
$3.20
$3.20
|
December
20, 2012
December
20, 2012
|
December
20, 2007
December
20, 2007
|
Chris
Scott, Officer
|
31,250
175,000
|
ISO
(1)
NSO
(2)
|
$3.20
$3.20
|
December
20, 2012
December
20, 2012
|
December
20, 2007
December
20, 2007
|
Bill
Davis, Employee
|
31,250
175,000
|
ISO
(1)
NSO
(2)
|
$3.20
$3.20
|
December
20, 2012
December
20, 2012
|
December
20, 2007
December
20, 2007
|
Rigel
Stone, Employee
|
31,250
150,000
|
ISO
(1)
NSO
(2)
|
$3.20
$3.20
|
December
20, 2012
December
20, 2012
|
December
20, 2007
|
Barbi
Rios, Employee
|
5,000
|
ISO
(1)
|
$3.20
|
December
20, 2012
|
December
20, 2007
|
Scott
Olson, Outside Consultant
|
10,000
|
NSO
(3)
|
$3.20
|
December
20, 2012
|
December
20, 2007
|
Aleshia
Knickerbocker, Outside Consultant
|
2,500
|
NSO
(3)
|
$3.20
|
December
20, 2012
|
December
20, 2007
|
Bill
Orr, Outside Consultant
|
10,000
|
NSO
(3)
|
$3.20
|
December
20, 2012
|
December
20, 2007
|
Elsa
Ebro, Outside Consultant
|
5,000
|
NSO
(3)
|
$3.20
|
December
20, 2012
|
Totals
|
1,317,159
|
(1)
|
These
Incentive Stock Options (“ISO”) vested immediately
|
(2)
|
These
Non-Qualified Stock Options (“NSO”) vest as follows:
a. 50%
vested immediately
b. 25%
vest on BlueFire closing remainder of funding for Lancaster
Project
c. 25%
vest at start of construction of Lancaster Project
|
(3)
|
These
NSO’s vested monthly over 12 months (1/12th monthly
vesting)
|
No.
of Shares owned
prior
to the
|
No.
of Shares
included
in
|
Shares
Owned
After
The Offering
|
||||||||||||
Selling
Stockholder
|
Offering
(1)
|
Prospectus
|
Number
|
Percentage
|
||||||||||
RCR
Trust I (5)
|
14,363,909
(2)
|
2,000,000
|
12,363,909
|
43.56
|
%
|
|||||||||
Necitas
Sumait (6)
|
1,786,750
(3)
|
250,000
|
1,536,750
|
5.41
|
%
|
|||||||||
John
Cuzens (7)
|
1,752,250
(4)
|
250,000
|
1,502,250
|
5.29
|
%
|
|||||||||
Total
|
2,500,000
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
short
sales after this registration statement becomes
effective;
|
·
|
broker-dealers
may agree with the Selling Stockholders to sell a specified number of such
shares at a stipulated price per share;
|
·
|
through
the writing of options on the shares;
|
·
|
a
combination of any such methods of sale; and
|
·
|
any
other method permitted pursuant to applicable
law.
|
September
30,
2009
|
December
31,
2008
|
|||||||
ASSETS
|
(unaudited)
|
(audited)
|
||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
102,911
|
$
|
2,999,599
|
||||
Department
of Energy grant receivable
|
3,979,943
|
692,014
|
||||||
Prepaid
expenses
|
88,727
|
89,871
|
||||||
Total
current assets
|
4,171,581
|
3,781,484
|
||||||
Property
and equipment, net of accumulated depreciation of $38,124 and
$20,761, respectively
|
168,745
|
186,112
|
||||||
Total
assets
|
$
|
4,340,326
|
$
|
3,967,596
|
||||
LIABILITIES
AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
313,769
|
$
|
711,884
|
||||
License
fee payable to related party
|
-
|
970,000
|
||||||
Accrued
liabilities
|
151,324
|
173,618
|
||||||
Related
party line of credit
|
175,000
|
-
|
||||||
Total
current liabilities
|
640,093
|
1,855,502
|
||||||
Outstanding
warrant liability
|
4,731,697
|
-
|
||||||
Total
Liabilities
|
5,371,790
|
1,855,502
|
||||||
Commitments
and contingencies (Note 5)
|
-
|
-
|
||||||
Stockholders’
(deficit) equity:
|
||||||||
Preferred
stock, no par value, 1,000,000 shares authorized; none issued and
outstanding
|
-
|
-
|
||||||
Common stock, $0.001 par value; 100,000,000 shares authorized; 28,385,715 and 28,133,053 shares issued; | ||||||||
28,253,543
and 28,100,881 and shares outstanding; 28,221,371 and 28,100,881, at
September 30, 2009
and
December 31, 2008, respectively
|
|
28,285
|
28,132
|
|||||
Additional
paid-in capital
|
13.943,216
|
32,388,052
|
||||||
Committed
shares to be issued
|
79,900
|
-
|
||||||
Treasury
stock at cost, 32,172 shares
|
(101,581
|
)
|
(101,581
|
)
|
||||
Deficit
accumulated during the development stage
|
(14,981,284
|
)
|
(30,202,509
|
)
|
||||
Total
stockholders’ (deficit) equity
|
(1,031,464
|
)
|
2,112,094
|
|||||
Total
liabilities and stockholders’ (deficit) equity
|
$
|
4,340,326
|
$
|
3,967,596
|
For
the Nine
Months
ended
September
30,
|
For
the Nine
Months
ended
September
30,
|
From
March 28, 2006 (inception) Through September 30,
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
Revenues:
|
||||||||||||
Consulting
fees
|
$
|
14,570
|
$
|
-
|
$
|
63,570
|
||||||
Department
of energy grant
|
4,091,263
|
267,343
|
5,166,771
|
|||||||||
Total
revenues
|
4,105,833
|
267,343
|
5,230,341
|
|||||||||
Operating
expenses:
|
||||||||||||
Project
development
|
947,192
|
8,311,634
|
16,879,209
|
|||||||||
General
and administrative
|
1,799,498
|
3,292,150
|
12,614,055
|
|||||||||
Related
party license fee
|
-
|
-
|
1,000,000
|
|||||||||
Total
operating expenses
|
2,746,690
|
11,603,784
|
30,493,264
|
|||||||||
Operating
profit (loss)
|
1,359,143
|
(11,336,441
|
)
|
(25,262,923
|
)
|
|||||||
Other
income and (expense):
|
||||||||||||
Gain
(loss) from change in fair value of warrant liability
|
(1,816,561
|
)
|
-
|
(1,816,561
|
)
|
|||||||
Other
income
|
7,364
|
203,849
|
254,478
|
|||||||||
Financing
related charge
|
-
|
-
|
(211,660
|
)
|
||||||||
Amortization
of debt discount
|
-
|
-
|
(676,982
|
)
|
||||||||
Interest
expense
|
-
|
-
|
(56,097
|
)
|
||||||||
Related
party interest expense
|
(173
|
)
|
-
|
(64,621
|
)
|
|||||||
Loss
on extinguishment of debt
|
-
|
-
|
(2,818,370
|
)
|
||||||||
Net
(loss)
|
$
|
(450,227
|
)
|
$
|
(11,132,592
|
)
|
$
|
(30,652,736
|
)
|
|||
Basic
and diluted income (loss) per common share
|
$
|
(0.02
|
)
|
$
|
(0.40
|
)
|
||||||
Weighted
average common shares outstanding, basic and diluted
|
28,116,271
|
28,061,394
|
For
the Nine
Months
ended
September
30,
|
For
the Nine
Months
ended
September
30,
|
From
March
28, 2006
(inception)
Through
September
30,
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$
|
(450,227
|
)
|
$
|
(11,132,592
|
)
|
$
|
(30,652,736
|
)
|
|||
Loss
from change in fair value of warrant liability
|
1,816,561
|
-
|
1,816,561
|
|||||||||
Founders’
shares
|
-
|
-
|
17,000
|
|||||||||
Costs
associated with purchase of Sucre Agricultural Corp
|
-
|
-
|
(3,550
|
)
|
||||||||
Interest
expense on beneficial conversion feature of convertible
notes
|
-
|
-
|
676,983
|
|||||||||
Loss
on extinguishment of convertible debt
|
-
|
-
|
2,718,370
|
|||||||||
Common
stock issued for interest on convertible notes
|
-
|
-
|
55,585
|
|||||||||
Discount
on sale of stock associated with private placement
|
-
|
-
|
211,660
|
|||||||||
Share-based
compensation
|
221,804
|
3,453,340
|
11,327,442
|
|||||||||
Depreciation
|
17,367
|
13,770
|
38,128
|
|||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
receivable
|
-
|
49,000
|
-
|
|||||||||
Department
of Energy grant receivable
|
(3,287,929
|
)
|
(123,358
|
)
|
(3,979,943
|
)
|
||||||
Prepaid
expenses and other current assets
|
1,144
|
(419,430
|
)
|
(88,728
|
)
|
|||||||
Accounts
payable
|
(398,115
|
)
|
195,410
|
313,768
|
||||||||
Accrued
liabilities
|
(22,293
|
)
|
(117,454
|
)
|
151,325
|
|||||||
License
fee payable to related party
|
(970,000
|
)
|
-
|
-
|
||||||||
Net
cash used in operating activities
|
(3,071,688
|
)
|
(8,081,314
|
)
|
(17,398,135
|
)
|
||||||
Cash
flows from investing activities-
|
||||||||||||
Acquisition
of property and equipment
|
-
|
(55,454
|
)
|
(206,873
|
)
|
|||||||
Cash
flows from financing activities:
|
||||||||||||
-
|
(101,581
|
)
|
(101,581
|
)
|
||||||||
Cash
received in acquisition of Sucre Agricultural Corp.
|
-
|
-
|
690,000
|
|||||||||
Proceeds
from sale of stock through private placement
|
-
|
-
|
544,500
|
|||||||||
Proceeds
from exercise of stock options
|
-
|
-
|
40,000
|
|||||||||
Proceeds
from issuance of common stock
|
-
|
-
|
14,360,000
|
|||||||||
Proceeds
from convertible notes payable
|
-
|
-
|
2,500,000
|
|||||||||
Repayment
of notes payable
|
-
|
-
|
(500,000
|
)
|
||||||||
Proceeds
from related party line of credit/notes payable
|
175,000
|
-
|
291,000
|
|||||||||
Repayment
of related party notes payable
|
-
|
-
|
(116,000
|
)
|
||||||||
Net
cash provided by financing activities
|
175,000
|
(101,581
|
)
|
17,707,919
|
||||||||
Net
(decrease) increase in cash and cash equivalents
|
(2,896,688
|
)
|
(8,238,349
|
)
|
102,911
|
|||||||
Cash
and cash equivalents beginning of period
|
2,999,599
|
13,031,939
|
-
|
|||||||||
Cash
and cash equivalents end of period
|
$
|
102,911
|
$
|
4,793,590
|
$
|
102,911
|
||||||
Supplemental
disclosures of cash flow information
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
56,375
|
||||||
Income
taxes
|
$
|
14,500
|
$
|
800
|
$
|
17,700
|
||||||
Supplemental
disclosures of non-cash investing and financing
activities:
|
||||||||||||
Conversion
of senior secured convertible notes payable
|
$
|
-
|
$
|
-
|
$
|
2,000,000
|
||||||
Interest
converted to common stock
|
$
|
-
|
$
|
-
|
$
|
55,569
|
||||||
Fair
value of warrants issued to placement agents
|
$
|
-
|
$
|
-
|
$
|
725,591
|
September
30,
|
January
1,
|
|||||||
2009
|
2009
|
|||||||
Annual
dividend yield
|
-
|
-
|
||||||
Expected
life (years) of August 2007 issuance
|
0.9
|
1.1
|
||||||
Expected
life (years) of December 2007 issuance
|
3.25
|
4.0
|
||||||
Risk-free
interest rate
|
2.31
|
%
|
1.55
|
%
|
||||
Expected
volatility of August 2007 issuance
|
125
|
%
|
150
|
%
|
||||
Expected
volatility of December 2007 issuance
|
194
|
%
|
150
|
%
|
Additional
Paid-in
|
Deficit
Accumulated
During
the
Development
|
|||||||
Capital
|
Stage
|
|||||||
Balances
at December 31, 2008
|
$
|
32,388,052
|
$
|
(30,202,509
|
)
|
|||
Cumulative
effect of warrants reclassified
|
(18,586,588
|
)
|
18,586,588
|
|||||
Reclassification
of long term warrant liability
|
-
|
(2,915,135
|
)
|
|||||
Stock
issued for services
|
221,652
|
|||||||
Committed
shares to be issued
|
(79,900
|
)
|
||||||
Net
loss
|
-
|
(450,227
|
)
|
|||||
Balances
at September 30, 2009
|
$
|
13,943,216
|
$
|
(14,981,284
|
)
|
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Report
of Independent Registered Public Accounting Firm
|
F-10
|
Consolidated
Balance Sheets as of December 31, 2008 and December 31,
2007
|
F-11
|
Consolidated
Statements of Operations for the years ended December 31, 2008, December
31, 2007 and for the period from March 28, 2006 (Inception) to December
31, 2008
|
F-12
|
Consolidated
Statements of Stockholders’ Equity from March 28, 2006 (inception) to
December 31, 2008
|
F-13
-F-15
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2008, December
31, 2007, and for the period from March 28, 2006 (Inception) to December
31, 2008
|
F-16
- F-17
|
Notes
to Consolidated Financial Statements
|
F-18
|
December
31,
2008
|
December
31,
2007
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
2,999,599
|
$
|
13,031,939
|
||||
Accounts
receivable
|
-
|
49,000
|
||||||
Department
of Energy grant receivable
|
692,014
|
-
|
||||||
Prepaid
expenses
|
89,871
|
16,542
|
||||||
Total
current assets
|
3,781,484
|
13,097,481
|
||||||
Prepaid
fees to related party
|
-
|
30,000
|
||||||
Property
and equipment, net of accumulated
depreciation
of $20,761 and $409, respectively
|
186,112
|
151,007
|
||||||
Total
assets
|
$
|
3,967,596
|
$
|
13,278,488
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
711,884
|
$
|
382,679
|
||||
License
fee payable to related party
|
970,000
|
-
|
||||||
Accrued
liabilities
|
173,618
|
267,671
|
||||||
Total
current liabilities
|
1,855,502
|
650,350
|
||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, no par value, 1,000,000 shares
authorized;
none issued and outstanding
|
-
|
-
|
||||||
Common
stock, $0.001 par value; 100,000,000
|
||||||||
shares
authorized; 28,133,053 and 28,061,553 shares
|
||||||||
issued
and 28,100,881 and 28,061,553 outstanding, respectively
|
28,132
|
28,061
|
||||||
Additional
paid-in capital
|
32,388,052
|
28,431,992
|
||||||
Treasury
Stock at cost, 32,172 shares
|
(101,581
|
)
|
-
|
|||||
Deficit
accumulated during the development stage
|
(30,202,509
|
)
|
(15,831,915
|
)
|
||||
Total
stockholders’ equity
|
2,112,094
|
12,628,138
|
||||||
Total
liabilities and stockholders’ equity
|
$
|
3,967,596
|
$
|
13,278,488
|
For
the
Twelve
Months ended December 31,
|
For
the
Twelve
Months ended December 31,
|
From
March 28, 2006 (inception) Through December 31,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
Revenues:
|
||||||||||||
Consulting
Fees
|
$
|
-
|
$
|
49,000
|
$
|
49,000
|
||||||
Department
of Energy Grant
|
1,075,508
|
-
|
1,075,508
|
|||||||||
Total
revenues
|
1,075,508
|
49,000
|
1,124,508
|
|||||||||
Operating
expenses:
|
||||||||||||
Project
development, including stock based compensation of $2,078,356,
$2,387,634 and $4,468,490, respectively
|
10,535,278
|
4,930,739
|
15,932,017
|
|||||||||
General
and administrative, including stock based compensation of 1,690,921,
$4,061,808, and $5,865,040 respectively
|
4,136,235
|
5,595,125
|
10,814,557
|
|||||||||
Related
party license fee
|
1,000,000
|
-
|
1,000,000
|
|||||||||
Total
operating expenses
|
15,671,513
|
10,525,864
|
27,746,574
|
|||||||||
Operating
loss
|
(14,596,005
|
)
|
(10,476,864
|
)
|
(26,622,066
|
)
|
||||||
Other
income and (expense):
|
||||||||||||
Other
income
|
225,411
|
18,903
|
247,114
|
|||||||||
Financing
related charge
|
-
|
(211,660
|
)
|
(211,660
|
)
|
|||||||
Amortization
of debt discount
|
-
|
(676,982
|
)
|
(676,982
|
)
|
|||||||
Interest
expense
|
-
|
(56,097
|
)
|
(56,097
|
)
|
|||||||
Related
party interest expense
|
-
|
(55,348
|
)
|
(64,448
|
)
|
|||||||
Loss
on extinguishment of debt
|
-
|
(2,818,370
|
)
|
(2,818,370
|
)
|
|||||||
Net
loss
|
$
|
(14,370,594
|
)
|
$
|
(14,276,418
|
)
|
$
|
(30,202,509
|
)
|
|||
Basic
and diluted loss per common share
|
$
|
(0.51
|
)
|
$
|
(0.65
|
)
|
||||||
Weighted
average common shares outstanding, basic and diluted
|
28,064,572
|
21,848,126
|
Common
Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During
Development
|
Stockholders'
Equity
|
||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
(Deficit)
|
|||||||||||||
Balance
at March 28, 2006 (inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Issuance
of founder’s share at $.001 per share
|
17,000,000
|
17,000
|
17,000
|
||||||||||||||
Common
shares retained by Sucre Agricultural Corp., Shareholders
|
4,028,264
|
4,028
|
685,972
|
-
|
690,000
|
||||||||||||
Costs
associated with the acquisition of Sucre Agricultural
Corp.
|
(3,550
|
)
|
(3,550
|
)
|
|||||||||||||
Common
shares issued for services in November 2006 at $2.99 per share
(Note 5)
|
37,500
|
38
|
111,962
|
-
|
112,000
|
||||||||||||
Common
shares issued for services in November 2006 at $3.35 per share (Note
5)
|
20,000
|
20
|
66,981
|
-
|
67,001
|
||||||||||||
Common
shares issued for services in December 2006 at $3.65 per share (Note
5)
|
20,000
|
20
|
72,980
|
-
|
73,000
|
||||||||||||
Common
shares issued for services in December 2006 at $3.65 per share (Note
5)
|
20,000
|
20
|
72,980
|
-
|
73,000
|
||||||||||||
Estimated
value of common shares at $3.99 per share and warrants at $2.90 issuable
for services upon vesting in February 2007 (Note 5)
|
-
|
-
|
160,000
|
-
|
160,000
|
||||||||||||
Share-based
compensation related to options (Note 6)
|
-
|
-
|
114,811
|
-
|
114,811
|
||||||||||||
Share-based
compensation related to warrants (Note 6)
|
-
|
-
|
100,254
|
-
|
100,254
|
||||||||||||
Net
Loss
|
-
|
-
|
-
|
(1,555,497
|
)
|
(1,555,497
|
)
|
||||||||||
Balances
at December 31, 2006
|
21,125,764
|
$
|
21,126
|
$
|
1,382,390
|
$
|
(1,555,497
|
)
|
$
|
(151,981
|
)
|
Common
Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During
Development
|
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Balances
at December 31, 2006
|
21,125,764
|
$
|
21,126
|
$
|
1,382,390
|
$
|
(1,555,497
|
)
|
$
|
(151,981
|
)
|
|||||||||
Common
shares issued for cash in January 2007, at $2.00 per share to unrelated
individuals, including costs associated with private placement of 6,250
shares and $12,500 cash paid
|
284,750
|
285
|
755,875
|
-
|
756,160
|
|||||||||||||||
Amortization
of share based compensation related to employment agreement in January
2007 $3.99 per share
|
10,000
|
10
|
39,890
|
-
|
39,900
|
|||||||||||||||
Common
shares issued for services in February 2007 at $5.92 per
share
|
37,500
|
38
|
138,837
|
-
|
138,875
|
|||||||||||||||
Adjustment
to record remaining value of warrants at $4.70 per share issued for
services in February 2007
|
-
|
-
|
158,118
|
-
|
158,118
|
|||||||||||||||
Common
shares issued for services in March 2007 at $7.18 per
share
|
37,500
|
37
|
269,213
|
-
|
269,250
|
|||||||||||||||
Fair
value of warrants at $6.11 for services vested in March
2007
|
-
|
-
|
305,307
|
-
|
305,307
|
|||||||||||||||
Fair
value of warrants at $5.40 for services vested in June
2007
|
-
|
-
|
269,839
|
-
|
269,839
|
|||||||||||||||
Common
shares issued for services in June 2007 at $6.25 per share
|
37,500
|
37
|
234,338
|
-
|
234,375
|
|||||||||||||||
Share
based compensation related to employment agreement in February 2007 $5.50
per share
|
50,000
|
50
|
274,951
|
-
|
275,001
|
|||||||||||||||
Common
Shares issued for services in August 2007 at $5.07 per
share
|
13,000
|
13
|
65,901
|
65,914
|
||||||||||||||||
Share
based compensation related to options
|
-
|
-
|
4,692,863
|
-
|
4,692,863
|
|||||||||||||||
Value
of warrants issued in August, 2007 for debt replacement services valued at
$4.18 per share
|
-
|
-
|
107,459
|
-
|
107,459
|
|||||||||||||||
Relative
fair value of warrants associated with July 2007 convertible note
agreement
|
-
|
-
|
332,255
|
-
|
332,255
|
|||||||||||||||
Exercise
of stock options in July 2007 at $2.00 per share
|
20,000
|
20
|
39,980
|
-
|
40,000
|
|||||||||||||||
Relative
fair value of warrants and beneficial conversion feature in connection
with the $2,000,000 convertible note payable in August
2007
|
-
|
-
|
2,000,000
|
-
|
2,000,000
|
|||||||||||||||
Stock
issued in lieu of Interest payments on the senior secured convertible note
at $4.48 and $2.96 per share in October and December
2007
|
15,143
|
15
|
55,569
|
-
|
55,584
|
|||||||||||||||
Conversion
of $2,000,000 note payable in August 2007 at $2.90 per
share
|
689,655
|
689
|
1,999,311
|
-
|
2,000,000
|
|||||||||||||||
Common
shares issued for cash at $2.70 per share, December 2007, net of legal
costs of $90,000 and placement agent cost of $1,050,000
|
5,740,741
|
5,741
|
14,354,259
|
-
|
14,360,000
|
|||||||||||||||
Loss
on Extinguishment of debt in December 2007
|
-
|
-
|
955,637
|
-
|
955,637
|
|||||||||||||||
Net
loss
|
-
|
-
|
-
|
(14,276,418
|
)
|
(14,276,418
|
)
|
|||||||||||||
Balances
at December 31, 2007
|
28,061,553
|
$
|
28,061
|
$
|
28,431,992
|
$
|
(15,831,915
|
)
|
$
|
12,628,138
|
Common
Stock
|
Additional
Paid-in
|
Deficit
Accumulated
During
Development
|
Treasury
|
Stockholders’
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Stock
|
Equity
|
|||||||||||||||||||
Balances
at December 31, 2007
|
28,061,553
|
$
|
28,061
|
$
|
28,431,992
|
$
|
(15,831,915
|
)
|
$
|
-
|
$
|
12,628,138
|
||||||||||||
Share
based compensation relating to options
|
-
|
-
|
3,769,276
|
-
|
-
|
3,769,276
|
||||||||||||||||||
Common
shares issued for services in July 2008 at $4.10 per share
|
30,000
|
30
|
122,970
|
-
|
-
|
123,000
|
||||||||||||||||||
Common
shares issued for services in July, September, and December 2008 at $3.75,
$2.75, and $.57 per share, respectively
|
41,500
|
41
|
63,814
|
-
|
-
|
63,855
|
||||||||||||||||||
Purchase
of treasury shares between April to September 2008 at an average of
$3.12
|
(32,172
|
)
|
-
|
-
|
-
|
(101,581
|
)
|
(101,581
|
)
|
|||||||||||||||
Net
loss
|
-
|
-
|
-
|
(14,370,594
|
)
|
-
|
(14,370,594
|
)
|
||||||||||||||||
Balances
at December 31, 2008
|
28,100,881
|
$
|
28,132
|
$
|
32,388,052
|
$
|
(30,202,509
|
)
|
$
|
(101,581
|
)
|
$
|
2,112,094
|
For
the
Twelve
Months
ended
December
31
|
For
the
Twelve
Months
ended to
December
31
|
From
March
28,
2006
(Inception)
to
December 31,
|
||||||||||
2008
|
2007
|
2008
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$
|
(14,370,594
|
)
|
$
|
(14,276,418
|
)
|
$
|
(30,202,509
|
)
|
|||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Founders
shares
|
-
|
-
|
17,000
|
|||||||||
Costs
associated with purchase of Sucre Agricultural Corp
|
-
|
-
|
(3,550
|
)
|
||||||||
Interest
expense on beneficial conversion feature of convertible
notes
|
-
|
676,983
|
676,983
|
|||||||||
Loss
on extinguishment of convertible debt
|
-
|
2,718,370
|
2,718,370
|
|||||||||
Common
stock issued for interest on convertible notes
|
-
|
55,585
|
55,585
|
|||||||||
Discount
on sale of stock associated with private placement
|
-
|
211,660
|
211,660
|
|||||||||
Share-based
compensation
|
3,956,131
|
6,449,441
|
11,105,638
|
|||||||||
Depreciation
|
20,352
|
409
|
20,761
|
|||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
receivable
|
49,000
|
(49,000
|
)
|
-
|
||||||||
Department
of energy grant receivable
|
(692,014
|
)
|
-
|
(692,014
|
)
|
|||||||
Prepaid
fees to related party
|
30,000
|
-
|
-
|
|||||||||
Prepaid
expenses and other current assets
|
(73,329
|
)
|
(16,542
|
)
|
(89,872
|
)
|
||||||
Accounts
payable
|
329,205
|
315,729
|
711,883
|
|||||||||
License
fee payable to related party
|
970,000
|
-
|
970,000
|
|||||||||
Accrued
liabilities
|
(94,053
|
)
|
249,978
|
173,618
|
||||||||
Accrued
interest to related party
|
-
|
(9,100
|
)
|
-
|
||||||||
Net
cash used in operating activities
|
(9,875,302
|
)
|
(3,672,905
|
)
|
(14,326,447
|
)
|
||||||
Cash
flows from investing activities:
|
||||||||||||
Acquisition
of property and equipment
|
(55,457
|
)
|
(151,416
|
)
|
(206,873
|
)
|
Cash
flows from financing activities:
|
||||||||||||
Cash
paid for treasury stock
|
(101,581
|
)
|
-
|
(101,581
|
)
|
|||||||
Cash
received in acquisition of Sucre Agricultural Corp.
|
-
|
-
|
690,000
|
|||||||||
Proceeds
from sale of stock through private placement
|
-
|
544,500
|
544,500
|
|||||||||
Proceeds
from exercise of stock options
|
-
|
40,000
|
40,000
|
|||||||||
Proceeds
from issuance of common stock
|
-
|
14,360,000
|
14,360,000
|
|||||||||
Proceeds
from convertible notes payable
|
-
|
2,500,000
|
2,500,000
|
|||||||||
Repayment
of notes payable
|
-
|
(500,000
|
)
|
(500,000
|
)
|
|||||||
Proceeds
from related party notes payable
|
-
|
25,000
|
116,000
|
|||||||||
Repayment
from related party notes payable
|
-
|
(116,000
|
)
|
(116,000
|
)
|
|||||||
Net
cash provided by financing activities
|
(101,581
|
)
|
16,853,500
|
17,532,919
|
||||||||
Net
increase in cash and cash equivalents
|
(10,032,340
|
)
|
13,029,179
|
2,999,599
|
||||||||
Cash
and cash equivalents beginning of period
|
13,031,939
|
2,760
|
-
|
|||||||||
Cash
and cash equivalents end of period
|
$
|
2,999,599
|
$
|
13,031,939
|
$
|
2,999,599
|
||||||
Supplemental
disclosures of cash flow information
|
||||||||||||
Cash
paid during the period for:
|
||||||||||||
Interest
|
$
|
-
|
$
|
56,375
|
$
|
56,375
|
||||||
Income
taxes
|
$
|
2,400
|
$
|
800
|
$
|
3,200
|
||||||
Supplemental
schedule of non-cash investing and financing activities:
|
||||||||||||
Conversion
of senior secured convertible notes payable
|
$
|
-
|
$
|
2,000,000
|
$
|
2,000,000
|
||||||
Interest
converted to common stock
|
$
|
-
|
$
|
55,569
|
$
|
55,569
|
||||||
Fair
value of warrants issued to placement agents
|
$
|
-
|
$
|
725,591
|
$
|
725,591
|
December
31,
2008
|
December
31,
2007
|
|||||||
Land
|
$
|
109,108
|
$
|
109,108
|
||||
Office
equipment
|
55,089
|
35,629
|
||||||
Furniture
and fixtures
|
42,676
|
6,676
|
||||||
206,873
|
151,413
|
|||||||
Accumulated
depreciation
|
(20,761
|
)
|
(406
|
)
|
||||
$
|
186,112
|
$
|
151,007
|
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
(Years)
|
|||||||
Outstanding
January 1, 2007
|
1,990,000
|
$
|
2.00
|
||||||
Granted
during the year
|
1,317,159
|
3.21
|
|||||||
Exercised
during the year
|
(20,000
|
)
|
2.00
|
||||||
Outstanding
December 31, 2007
|
3,287,159
|
$
|
2.48
|
||||||
Granted
during the year
|
-
|
-
|
|||||||
Exercised
during the year
|
-
|
-
|
|||||||
Outstanding
December 31, 2008
|
3,287,159
|
$
|
2.48
|
3.40
|
|||||
Options
exercisable at December 31, 2008
|
2,737,159
|
$
|
2.34
|
3.28
|
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
(Years)
|
||||||||||
Outstanding
January 1, 2007 (with 50,000 warrants exercisable)
|
200,000
|
$
|
5.00
|
|||||||||
Issued
during the year
|
7,186,694
|
2.96
|
||||||||||
Outstanding
and exercisable at December 31, 2007
|
7,386,694
|
$
|
3.02
|
4.60
|
||||||||
Issued
during the year
|
-
|
-
|
||||||||||
Outstanding
and exercisable at December 31, 2008
|
7,386,694
|
$
|
3.02
|
3.60
|
SEC
Registration
|
$
|
500
|
||
Accounting
Fees and Expenses
|
$
|
7,500
|
||
Legal
Fees and Expenses
|
$
|
10,000
|
||
Printing
Costs
|
$
|
1,000
|
||
Miscellaneous
Expenses
|
$
|
2,500
|
||
Total
|
$
|
Exhibit
No.
|
Description
|
|
2.1
|
Stock
Purchase Agreement and Plan of Reorganization dated May 31, 2006, filed
December 13, 2006 (1)
|
|
3.1
|
Amended
and Restated Articles of Incorporation dated July 2, 2006, filed December
13, 2006 (1)
|
|
3.2
|
Amended
and Restated Bylaws dated May 27, 2006, filed December 13, 2006
(1)
|
|
3.3
|
Second
Amended and Restated Bylaws dated April 24, 2008, filed April 29, 2008
(11)
|
|
4.1
|
Form
of Promissory Note (2)
|
|
4.2
|
Form
of Subscription Agreement (2)
|
|
4.3
|
Description
of Promissory Note dated July 13, 2007 (4)
|
|
4.4
|
Form
of Convertible Promissory Note dated August 22, 2007
(5)
|
|
4.5
|
Form
of Warrant Agreement dated August 22, 2007 (5)
|
|
4.6
|
Stock
Purchase Agreement dated December 3, 2007 (7)
|
|
4.7
|
Securities
Purchase Agreement dated December 14, 2007 (7)
|
|
4.8
|
Form
of Warrant dated December 14, 2007 (7)
|
|
5.1
|
Opinion
of Anslow & Jaclin, LLP as to the validity of the common stock
(8)
|
|
10.1
|
Form
Directors Agreement, filed December 13, 2006 (1)
|
|
10.2
|
Form
Executive Employment Agreement, filed December 13, 2006
(1)
|
|
10.3
|
Arkenol
Technology License Agreement, dated March 1, 2006, filed December 13, 2006
(1)
|
|
10.4
|
ARK
Energy Asset Transfer and Acquisition Agreement, dated March 1, 2006,
filed December 13, 2006 (1)
|
|
10.5
|
Form
of the Consulting Agreement (2)
|
|
10.6
|
Amended
and Restated 2006 Incentive and Nonstatutory Stock Option Plan, dated
December 13, 2006 (6)
|
|
10.7
|
CFO
Employment Agreement (12)
|
|
10.8
|
Employment
Agreement, dated March 31, 2008, issued by the Company
(13)
|
|
10.9
|
Revolving
Line of Credit Agreement, dated February 24, 2009
(14)
|
14.1
|
Code
of Ethics (10)
|
|
21.1
|
List
of Subsidiaries (3)
|
|
23.1
|
Consent
of McKennon Wilson & Morgan LLP (8)
|
|
23.2
|
Consent
of Anslow & Jaclin, LLP (included in opinion set forth in Exhibit 5.1
hereto)
|
|
24.1
|
Power
of Attorney (9)
|
|
99.1
|
Audit
Committee Charter (2)
|
|
99.2
|
Compensation
Committee Charter (2)
|
BLUEFIRE
ETHANOL FUELS, INC.
|
|||
By:
|
/s/ Arnold R.
Klann
|
||
Arnold
R. Klann,
|
|||
President
and Chief Executive Officer (Principal Executive Officer)
|
|||
By:
|
/s/Christopher
Scott
|
||
Christopher
Scott
|
|||
Chief
Financial Officer (Principal Financial Officer and Principal Accounting
Officer)
|
Signature
|
Title
|
Date
|
||
/s/
Arnold R. Klann
|
Director
and Chairman of the Board ;
|
December
22 , 2009
|
||
Arnold
R. Klann
|
President
and Chief Executive Officer
|
|||
/s/
Necitas Sumait
|
Director,
Secretary
|
December
22 , 2009
|
||
Necitas
Sumait
|
and
Senior Vice President
|
|||
/s/
Christopher Scott
|
Chief
Financial Officer
|
December
22 , 2009
|
||
Christopher
Scott
|
||||
/s/
John Cuzens
|
Chief
Technology Officer
|
December
22 , 2009
|
||
John
Cuzens
|
and
Senior Vice President
|
|||
/s/
Chris Nichols
|
Director
|
December
22 , 2009
|
||
Chris
Nichols
|
||||
/s/
Joseph I. Emas
|
Director
|
December
22 , 2009
|
||
Joseph
I. Emas
|
||||
/s/
Victor H. Doolan
|
Director
|
December
22 , 2009
|
||
Victor
H. Doolan
|
||||