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 utr:acre

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 for
the fiscal year ended December 31, 2023

 or

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

 For
the transition period from: _____________ to _____________

 Commission
File Number: 000-54942

 BLUE
BIOFUELS, INC.

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

 Nevada

 45-4944960

 (State
 or other jurisdiction of

 (IRS
 Employer

 incorporation
 or organization)

 Identification
 No.)

 3710
 Buckeye Street, Suite 120

 Palm
 Beach Gardens, FL

 33410

 (Address
 of principal executive offices)

 (Zip
 Code)

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

 n/a

 Former
 address if changed since last report

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

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

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Stock par value $0.001

 BIOF

 OTCQB

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

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

 Check
whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

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

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.

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

Yes No

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

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

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

 State
the number of shares outstanding of the registrant's $.001 par value common stock as of the close of business on the latest practicable
date (February 29, 2024): 303,115,963.

 Documents
incorporated by reference: None

 TABLE
OF CONTENTS

 ITEM
 1.

 Business

 ITEM
 1A.

 Risk Factors

 ITEM
 1B.

 Unresolved Staff Comments

 ITEM
 2.

 Properties

 ITEM
 3.

 Legal Proceedings

 ITEM
 4.

 (Removed and reserved)

 ITEM
 5.

 Market For Registrant's Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities

 ITEM
 6.

 (Removed and reserved)

 ITEM
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 ITEM
 7A.

 Quantitative and Qualitative Disclosure About Market Risk

 ITEM
 8.

 Financial Statements and Supplementary Data

 ITEM
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM
 9A.

 Controls and Procedures

 ITEM

 Directors, Executive Officers and Corporate Governance

 ITEM
 11.

 Executive Compensation

 ITEM
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

 ITEM
 13.

 Certain Relationships and Related Transactions, and Director Independence

 ITEM
 14.

 Principal Accountant Fees and Services

 ITEM
 15.

 Exhibits and Financial Statement Schedules

 SIGNATURES

 FORWARD
LOOKING STATEMENTS

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

 ITEM
1. BUSINESS

 Background

 Business
Overview

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

 In
early 2018, the Company's chief executive officer ("CEO") Ben Slager invented a new reactor technology with a
higher 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 and El
Salvador. The Company also filed this patent in other major jurisdictions of the world including the European Patent Organization,
Australia, Brazil, China, the African Regional Intellectual Property Organization, and the Russian Federation. The patent
applications are currently pending in all of these international jurisdictions. In addition to this patent, the Company has received
one additional patent in the United States (U.S. Patent No. 11,484,858B2), for which it has also applied in all the above-mentioned
jurisdictions. Further, the company has filed for 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 recycles the water and catalyst, 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 is in the process of further testing
and optimizing the plant. The Company believes that it can optimize the pre and post processing elements at this pilot scale plant to
finalize design and operational parameters to provide operating cost estimates of a full-scale commercial volume system. Due to its mechanical
nature and modularity, we anticipate that one plant would have multiple modular CTS systems.

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

 Plan
of Operation

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

 1)

 Conversion
 from feedstock to fermentable cellulosic sugars (CTS)

 2)

 Ferment
 the cellulosic sugars into cellulosic ethanol.

 3)

 Covert
 the ethanol into SAF and related products. This third step happens with the Vertimass technology which the Company has licensed.

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

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

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

 The
Energy Policy Act of 2005, which included the Renewable Fuel Standard Program enforced by the US Environmental Protection Agency (EPA),
mandates a certain amount of renewable fuel be blended into the transportation fuel used by all vehicles in the country. This Program
provides monetary incentives to companies that produce renewable transportation fuel, and establishes Renewable Identification Numbers
(RINs) or credits for each gallon of renewable transportation fuel produced in the United States, and breaks down those fuels into different
D-codes depending on the source of the renewable fuel. D3 is the code for renewable ethanol that comes from cellulosic materials. The
EPA's final D3 RIN volume mandates for cellulosic biofuel include 840 million gallons for 2023, 1.09 billion gallons for 2024,
and 1.38 billion gallons for 2025 (the D3 mandate). This mandate has increased every year and is statutorily mandated to increase in
the future and become a larger portion of the full renewable fuels mandate, if and when cellulosic biofuels can be produced profitably
in larger and larger quantities. The RFS mandate for 2024 calls for 21.54 billion gallons of total renewable fuel, 15 billion from conventional
biofuels (corn ethanol) and 6.54 billion from advanced biofuels, including cellulosic biofuels. 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
$3.06 per gallon of ethanol. For comparison, the D6 RIN for corn ethanol is $0.43. To profit from these incentives, the Company plans
to apply for these D3 RIN credits as it brings its first plant into commercial operation.

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

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

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

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

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

 Description
of the Company's Securities

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

 Employees

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

 ITEM
1A. RISK FACTORS

 Not
required as the Company is a "smaller reporting company."

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
2. PROPERTIES

 Offices

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

 ITEM
3. LEGAL PROCEEDINGS

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

 ITEM
4. [Removed and reserved]

 Not
applicable.

 PART
II

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

 Market
for Registrant's Common Equity

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

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

 Options
and Warrants

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

 As
of the date of filing, not including expired or exercised warrants, the Company has issued warrants to purchase an aggregate of 24,257,643
shares of common stock. The exercise prices associated with these agreements range from $0.05 to $0.30 and terms range from twenty four
months to ten (10) years.

 As
of the date of this filing, the company has issued option agreements to its independent directors, officers, employees, and consultants,
to purchase an aggregate of 61,555,000 shares of common stock of which 29,955,000 have vested and 31,600,000 have not yet vested. The
exercise prices range from $0.05 to $0.20 and terms range from five (5) to ten (10) years.

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

 Holders

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

 Transfer
Agent and Registrar

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

 Dividend
Policy

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

 Securities
Authorized for Issuance Under Equity Compensation Plans

 There
are currently, as of the date of filing, fully earned and vested option agreements in place to purchase an aggregate of 29,955,000 shares
of common stock under the Company's 2021 Employee, Director Stock Plan and there are additional agreements vesting over the next
5 years, or conditional upon events, to purchase an additional 31,600,000 shares of common stock.

 Plan
 category

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

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

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

 Equity
 Compensation Plans Approved by Securities Holders

 52,555,000

 $
 0.12

 5,885,791

 Equity
 Compensation Plans Not Approved by Securities Holders

 9,000,000

 $
 0.20

 -

 Total

 61,555,000

 $
 0.13

 5,885,791

 (1)

 As
 of December 31, 2023.

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

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

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

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

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

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

 Recent
Sales of Unregistered Securities

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

 Entity

 Date
 of Investment

 Title
 of Security

 Amount
 of Securities Sold

 Consideration

 Raymond
 Leon

 01/03/23

 Stock

 200,000

 Purchase
 @ $0.15 per share

 James Cherwin

 01/30/23

 Edmund Burke

 01/30/23

 4,450,148

 Exercise of Warrants

 Edmund Burke

 01/31/23

 1,000,000

 Exercise of Warrants

 NWBB, Inc.

 02/06/23

 40,000

 Professional Services

 Ron Smith

 02/06/23

 166,666

 Mark Monahan

 02/17/23

 Michael Fidler

 02/17/23

 200,000

 Joseph Corry

 02/17/23

 William Newman

 02/21/23

 Johnny Anastasiades

 03/01/23

 135,000

 Jozef Kneppers

 03/06/23

 1,333,333

 James & Michelle
 Dupre

 03/06/23

 150,000

 Randall Brodsky

 03/07/23

 400,000

 Tamara Chapman
 Revocable Trust

 03/08/23

 John Comrie

 03/08/23

 William Fitzpatrick

 03/24/23

 Professional Services

 Neil Hendry

 04/05/23

 66,667

 NWBB, Inc.

 04/10/23

 34,194

 Professional Services

 Clay Taylor TTEE

 04/11/23

 400,000

 Kophyo Win

 05/05/23

 166,667

 Patrick Simms

 05/15/23

 500,000

 Exercise of Warrants

 Mark Monahan

 07/19/23

 166,667

 Anthony Santelli
 Sr.

 07/26/23

 Kevin McNally

 08/11/23

 Melvin Eaton

 08/15/23

 Craig Roger Tarr

 08/24/23

 1,000,000

 Vestech Securities

 01/26/24

 52,500

 Professional Services

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

 ITEM
6. [Removed and reserved]

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

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

 Forward-Looking
Statements

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

 Business
Overview

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

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

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

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

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

 Plan
of Operation

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

 1)

 Conversion
 from feedstock to fermentable cellulosic sugars (CTS)

 2)

 Ferment
 the cellulosic sugars into cellulosic ethanol.

 3)

 Covert
 the ethanol into SAF and related products. This third step happens with the Vertimass technology which the Company has licensed.

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

 The
Energy Policy Act of 2005, which included the Renewable Fuel Standard Program enforced by the US Environmental Protection Agency ("EPA"),
mandates a certain amount of renewable fuel be blended into the transportation fuel used by all vehicles in the country. This Program
provides monetary incentives to companies that produce renewable transportation fuel, and establishes Renewable Identification Numbers
("RINs") or credits for each gallon of renewable transportation fuel produced in the United States, and breaks down those
fuels into different D-codes depending on the source of the renewable fuel. D3 is the code for renewable ethanol that comes from cellulosic
materials. (D6 is for corn ethanol). The value of the D3 RIN fluctuates, but as of this filing, it is approximately $3.06 per gallon
of ethanol. To profit from these incentives, the Company plans to apply for these D3 RIN credits as it brings its first plant into commercial
operation.

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

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

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

 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 generated $194,319 in revenue, however it has not generated any revenues from its core business.

 Capital
Formation

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

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

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

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

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

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

 Results
of Operations

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

 For
the year ended December 31, 2023, the Company recognized $0 in revenue and $0 in 2022.

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

expense increased in the year ended December 31, 2023 by $68,371 to $97,778 from $29,407 in 2022.

 For
the year ended December 31, 2023, the Company received grants valued at $233,5000 versus $13,000 in 2022. The grant money comes from
the Department of Energy SBIR Phase I grant.

 Research
and Development

 The
Company expenses all research and development costs as incurred. For the years ended December 31, 2023, and 2022, the amounts charged
to research and development expenses were $1,849,967 and $2,350,218, respectively. The decrease is largely due to the vesting of options
in 2022 valued at $1,038,953, versus $467,646 in 2023.

 Liquidity
and Capital Resources

 Liquidity

 As
of December 31, 2023, the Company had $41,007 in cash and total stockholders' equity as of December 31, 2023, was negative $3,561,082.
As of December 31, 2022 the Company had $211,901 in cash and total stockholders' equity at December 31, 2022 was negative $2,356,917.
Total debt, including advances, accounts payable and other notes payable at December 31, 2023, together with interest payable thereon
and contingent liabilities, was $4,591,301, an increase of $1,128,465 from December 31, 2022, where it stood at $3,462,836. This increase
is primarily attributable to deferred wages of management and board, and notes to related parties of $350,000. $2,738,132 of the remaining
debt has been renegotiated to be payable out of future revenue or future profits and otherwise does not come due. $2,417,502 of the $2,738,132
will be discharged if not paid by September 18, 2024.

the fiscal year ended December 31, 2023, the Company's operating expenses decreased $974,861 to $2,957,415 from $3,932,276 in 2022.
This decrease can primarily be attributed to equity-based compensation of $1,565,589 in 2022 due to the vesting of options.

the fiscal year ended December 31, 2023, the Company's investing activities used $320,504 in cash. This can be attributed to $287,829
used to purchase machinery and equipment and $32,675 in patent costs. These are to be compared to $205,520 cash used in 2022 with $138,170
used to purchase machinery and equipment, and $67,350 in patent costs.

the fiscal year ended December 31, 2023, the Company generated an aggregate of $1,750,023 through its financing activities, which is
an increase of $461,123 from $1,288,900 raised during fiscal year ended December 31, 2022. This increase from the prior year can be attributed
to $700,000 net proceeds from issuance of convertible notes as compared to zero in 2022, and $1,002,772 raised in private placements
as compared to $1,168,000 in 2022, and $97,251 received from the exercise of warrants as compared to $120,900 in 2022, and a $50,000
debt repayment in 2023 versus $0 in 2022.

 Capital
Resources

 At
this time, the Company has limited liquidity and capital resources. To continue funding its operations, the Company will need to generate
revenue or obtain additional financing for current and future operations. The Company anticipates needing around $25 million to pay for
its share of the Vertiblue Fuels joint venture and start commercial production of Sustainable Aviation Fuel. The Company anticipates
generating revenue from this joint venture 18-24 months from financing. There is no guarantee that we will achieve all of the additional
funding that is needed.

 As
of the date of filing, the Company has raised $100,000 through the issuance of convertible notes in 2024, $1,800,023 through a private
placement, the exercise of warrants and the issuance of convertible notes in 2023, $1,288,900 in 2022, through the issuance of common
stock and the exercise of warrants and options, in addition to $14,826,952 raised through the end of 2021 through its private placement
offerings, and in addition to capital raised through debt or convertible notes. However, there is no guarantee that the company will
be able to raise any additional capital on terms acceptable to the Company.

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

 Going
Concern

 The
Company has incurred losses since inception, and it may be unable to raise further capital. At December 31, 2023, the Company had a working
capital deficit of $1,426,411 and had incurred accumulated losses of $55,836,780 since its inception. The Company expects to incur significant
additional losses in connection with its continued start-up activities. As disclosed in Note 2 to the financial statements, there is
substantial doubt as to the Company's ability to continue as a going concern based upon recurring operating losses and its need
to obtain additional financing to sustain operations. The Company's ability to continue as a going concern is dependent upon its
ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate sufficient
revenues from its operations to pay its operating expenses.

 Equity

 As
of December 31, 2023, shareholders' equity was negative $(3,561,082).

 There
were 302,750,963 shares of common stock issued and outstanding as of December 31, 2023.

 There
were no preferred shares outstanding.

 The
Company has paid no dividends.

 Critical
Accounting Policies

 Basis
of Presentation

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

 Principles
of Consolidation

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

 Use
of Estimates

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

 Stock
Compensation

 The
Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include
any remuneration paid by the Company in shares of the Company's common stock or financial instruments that grant the recipient
the right to acquire shares of the Company's common stock. For share-based payments to employees, which consist only of awards
made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic
718, "Stock Compensation" (formerly referred to as SFAS No. 123(R)). Share-based payments to consultants, service providers
and other non-employees are accounted for under in accordance with ASC Topic 718, ASC Topic 505, "Equity Payments to Non-Employees"
or other applicable authoritative guidance.

 Impairment
of Long-Lived Assets

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

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 Item
8. Financial Statements and Supplementary Data.

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

 Blue

 Financial
Statements

 Years
Ended December 31, 2023, and 2022

to Financial Statements Page

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023, and December 31, 2022.

 Consolidated Statements of Operations for the years ended December 31, 2023, and December 31, 2022.

 Consolidated Statements of Changes in Stockholder's Equity for the years ended December 31, 2023, and December 31, 2022.

 Consolidated Statements of Cash Flows for the years ended December 31, 2023, and December 31, 2022.

 Notes to the Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

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

 Opinion
on the Financial Statements

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

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or are required to
be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements
and (2) involved especially challenging, subjective, or complex judgments.

 We
determined that there are no critical audit matters.

 /s
BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2023

 Lakewood,
CO

 March

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 Blue

 Opinion
on the Financial Statements

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

 Going
Concern

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

 Basis
for Opinion

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

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

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

 Critical
Audit Matters

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

 We
determined that there are no critical audit matters.

 /s/
 Prager Metis CPAs, LLC

 We have served as the Company's auditor since 2020. Our Auditor Firm ID is 273.

 Hackensack,
 New Jersey

 March

 F- 3

 Blue

 CONSOLIDATED
BALANCE SHEETS

 ASSETS

 assets

 Cash
 and cash equivalents

 $
 41,008

 $
 211,901

 Prepaid
 expenses

 35,750

 43,119

 TOTAL
 CURRENT ASSETS

 $
 76,758

 $
 255,020

 Other
 assets

 Property
 and equipment, net of accumulated depreciation and amortization of $ 243,089 and $ 127,178 at December 31, 2023 and December 31,2022,
 respectively

 587,308

 420,115

 Security
 deposits

 30,276

 30,276

 Right
 of Use Assets, net of accumulated amortization

 81,091

 178,399

 Patents

 254,786

 222,109

 TOTAL
 OTHER ASSETS

 $
 953,461

 $
 850,899

 TOTAL
 ASSETS

 $
 1,030,219

 $
 1,105,919

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 liabilities

 Accounts
 payable

 $
 22,798

 $
 37,135

 Accounts
 payable - Related Party

 72,670

 72,670

 Accounts
 payable

 72,670

 $
 72,670

 Deferred
 wages and director's fees - Related party

 828,312

 307,606

 Right
 of Use Lease Liability - Current

 95,172

 Chapter
 11 Settlement

 -

 50,000

 Convertible
 Notes Payable — Related Party

 350,000

 -

 Payable - Related Party

 143,406

 76,138

 TOTAL
 CURRENT LIABILITIES

 $
 1,503,169

 $
 638,721

 Long
 term liabilities

 Right
 of Use Lease Liability, net of current portion

 -

 Notes
 Payable — Related Party

 2,821,562

 2,521,562

 Notes
 Payable — Other

 266,570

 216,570

 TOTAL
 LONG TERM LIABILITIES

 $
 3,088,132

 $
 2,824,115

 TOTAL
 LIABILITIES

 $
 4,591,301

 $
 3,462,836

 STOCKHOLDERS'
 EQUITY (DEFICIT)

 Preferred
 stock; $ 0.001 par value; 10,000,000 shares authorized; zero shares issued and outstanding

 -

 -

 stock; $ 0.001 par value; 1,000,000,000 shares authorized; 302,750,963 issued and outstanding at December 31, 2023, and 289,941,623
 issued and outstanding at December 31, 2022.

 302,751

 289,942

 Additional
 paid-in capital

 51,972,947

 50,134,727

 Accumulated
 deficit

 ( 55,836,780
)

 ( 52,781,586
)

 TOTAL
 STOCKHOLDERS' EQUITY (DEFICIT)

 $
 ( 3,561,082
)

 $
 ( 2,356,917
)

 TOTAL
 LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 1,030,219

 $
 1,105,919

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

 F- 4

 Blue
Biofuels, Inc

 CONSOLIDATED
STATEMENT OF OPERATIONS

 2023

 2022

 Year
 Ended

 31-Dec

 2023

 2022

 Revenue

 $
 -

 $
 -

 expense:

 General
 and administrative

 1,339,789

 1,541,959

 Research
 & Development

 1,849,967

 2,350,218

 Loss
 on disposal of assets

 1,159

 40,099

 Total
 operating expenses

 3,190,915

 3,932,276

 Loss
 from operations:

 ( 3,190,915
)

 ( 3,932,276
)

 Other
 (income) expense:

 Government
 Grants

 ( 233,500
)

 -

 Stock Recission

 -

 ( 1,500
)

 expense - related party

 89,363

 26,847

 expense - other

 8,416

 2,560

 Total
 other (income) expense

 ( 135,721
)

 27,907

 Income
 (Loss) before provisions for income taxes

 $
)

 $
)

 Provisions
 for income taxes

 -

 -

 Net
 Income / (Loss):

 $
)

 $
)

 Net
 income (loss) per share

 $
 ( 0.010
)

 $
 ( 0.014
)

 Weighted average
 common shares outstanding

 Basic

 299,950,813

 278,830,924

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

 F- 5

 Blue

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Shares

 Amount

 Shares

 Amt

 Capital

 Deficit

 (Deficit)

 Stock

 Preferred
 Stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholder's

 Shares

 Amount

 Shares

 Amt

 Capital

 Deficit

 (Deficit)

 289,941,623

 $
 289,942

 -

 $
 -

 $
 50,134,727

 $
 ( 52,781,586
)

 $
 ( 2,356,917
)

 stock for services

 174,194

 $

 $
 29,126

 $
 29,300

 Issuance of 794,000
 warrants for services

 84,677

 84,677

 Warrants exercised

 5,950,148

 5,950

 91,301

 97,251

 stock and warrants for cash through PPM

 6,684,998

 6,685

 996,087

 1,002,772

 stock in exchange for debt

 -

 Vesting of 4,385,000
 options under the employee, director plan

 637,028

 637,028

 Net
 Income (Loss)

 -

)

 $
)

 as of December 31, 2023

 302,750,963

 $
 302,751

 -

 $
 -

 $
 51,972,946

 $
 ( 55,836,780
)

 $
 ( 3,561,082
)

 as of December 31, 2021

 274,003,883

 $
 274,004

 -

 $
 -

 $
 47,151,353

 $
 ( 48,821,403
)

 $
 ( 1,396,046
)

 274,003,883

 $
 274,004

 -

 -

 $
 47,151,353

 $
 ( 48,821,403
)

 $
 ( 1,396,046
)

 stock for services

 812,119

 135,738

 136,550

 Issuance of 77,333
 warrants for services

 9,773

 9,773

 Issuance of
 warrants for services

 9,773

 9,773

 Warrants exercised

 7,000,000

 7,000

 98,000

 105,000

 stock and warrants for cash through PPM

 7,786,664

 7,787

 1,160,213

 1,168,000

 stock in exchange for debt

 -

 Vesting of 12,560,000
 options under the employee, director plan

 1,565,589

 1,565,589

 Vesting of
 options under the employee, director plan

 1,565,589

 1,565,589

 Employee stock
 options exercised

 350,000

 15,550

 15,900

 Stock Recinded

 ( 11,043
)

 ( 11
)

 ( 1,489
)

 ( 1,500
)

 Net
 Income (Loss)

 -

)

)

 289,941,623

 $
 289,942

 -

 $
 -

 $
 50,134,727

 $
 ( 52,781,586
)

 $
 ( 2,356,917
)

 289,941,623

 $
 289,942

 -

 -

 $
 50,134,727

 $
 ( 52,781,586
)

 $
 ( 2,356,917
)

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

 F- 6

 Blue

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For
 the Year Ended

 For
 the Year Ended

 Cash
 flows from operating activities

 Net
 Income (Loss)

 $
)

 $
)

 Reconciliation
 of net loss to net cash used in operating activities

 Depreciation
 and amortization

 216,785

 138,464

 Stock
 based compensation for services

 29,300

 136,550

 Recission of
 stock

 -

 ( 1,500
)

 Net
 Issuance of options and warrants for services

 721,705

 1,575,362

 Loss
 on Disposal of assets

 1,159

 40,099

 Changes
 in operating assets and liabilities

 Prepaid
 expenses

 7,368

 1,933

 Accrued
 interest - related party

 67,269

 26,846

 Accounts
 payable and accrued liabilities

 506,369

 92,887

 Right
 of use lease

 ( 95,172
)

 ( 86,601
)

 Net
 cash used in operating activities

 ( 1,600,411
)

 ( 2,036,143
)

 Cash
 flows from investing activities

 Net
 purchase of property and equipment

 ( 287,828
)

 ( 138,170
)

 Patent
 Costs

 ( 32,677
)

 ( 67,350
)

 Net
 cash from (used in) investing activities

 ( 320,505
)

 ( 205,520
)

 Cash
 flows from financing activities

 Net
 proceeds from issuance of common stock

 1,002,772

 1,168,000

 Net
 proceeds from issuance of convertible notes

 700,000

 -

 Proceeds
 from exercise of warrants and options

 97,251

 120,900

 Payment
 of debt

 ( 50,000
)

 -

 Net
 cash provided by financing activities

 1,750,023

 1,288,900

 Net
 increase (decrease) in cash and cash equivalents

 ( 170,893
)

 ( 952,763
)

 Cash
 and cash equivalent at beginning of the period

 211,901

 1,164,664

 Cash
 and cash equivalent at end of the period

 $
 41,008

 $
 211,901

 Supplemental
 disclosure of cash flow information

 Cash
 paid during the period for

 $
 -

 $
 -

 Taxes

 $
 -

 $
 -

 Supplemental
 schedule of non-cash activities

 Issuance
 of warrants for services

 $
 84,677

 $
 9,773

 Issuance
 of common stock for services

 $
 29,300

 $
 136,550

 Cashless
 conversion of warrants/options

 -

 -

 Conversion
 of convertible debenture to common stock

 $
 -

 $
 -

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

 F- 7

 Blue

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – ORGANIZATION

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

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

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

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

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

 Plan
of Operation

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

 1)

 Conversion
 from feedstock to fermentable cellulosic sugars (CTS)

 2)

 Ferment
 the cellulosic sugars into cellulosic ethanol.

 3)

 Covert
 the ethanol into SAF and related products. This third step happens with the Vertimass technology which the Company has licensed.

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

 F- 8

 NOTE
2 – GOING CONCERN

 The
accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern, which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business. The Company has not generated any significant revenue since inception and has incurred losses since
inception. As of December 31, 2023, the Company has incurred accumulated losses of $ 55,836,780. The Company expects to incur significant
additional losses and liabilities in connection with its start-up and commercialization activities. These factors, among others, raise
substantial doubt as to the Company's ability to continue as a going concern. The Company's ability to continue as a going
concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become
due and to generate sufficient revenues from its operations to pay its operating expenses. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments related
to the recoverability and classifications of recorded asset amounts, or amounts and classifications of liabilities that might result
from this uncertainty. There are no assurances that the Company will continue as a going concern.

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

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

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

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

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, after elimination of intercompany
accounts and transactions. Investments in business entities in which the Company lacks control but has the ability to exercise significant
influence over operating and financial policies are accounted for using the equity method. All material intercompany transactions and
balances were eliminated in consolidation.

 Use
of Estimates

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

 F- 9

 Cash
and Cash Equivalents

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

 Stock
Compensation

 The
Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include
any remuneration paid by the Company in shares of the Company's common stock or financial instruments that grant the recipient
the right to acquire shares of the Company's common stock. For share-based payments to employees, which consist only of awards
made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic
718, "Stock Compensation". Share-based payments to consultants, service providers and other non-employees are accounted for
in accordance with ASC Topic 718, ASC Topic 505, "Equity Payments to Non-Employees" or other applicable authoritative guidance.

 Stock-based
Compensation Valuation Methodology

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

 The
stock compensation issued for services during the years ended December 31, 2023, and December 31, 2022, were valued on the date of issuance.
The following assumptions were used in calculations of the Black-Scholes option pricing models for warrant-based stock compensation issued
in the years ended December 31, 2023, and December 31, 2022:

 SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODELS FOR WARRANT-BASED STOCK COMPENSATION

 1/5/22

 4/19/22

 6/21/22

 9/30/22

 12/30/22

 Risk-free
 interest rate

 1.71
 %

 2.93
 %

 3.38
 %

 4.06
 %

 3.99
 %

 Expected life

 10 years

 10 years

 5 years

 5 years

 5 years

 Expected dividends

 %

 %

 %

 %

 %

 Expected volatility

 133.99
 %

 133.42
 %

 134.52
 %

 128.59
 %

 124.11
 %

 BIOF common
 stock fair value

 $
 0.259

 $
 0.165

 $
 0.167

 $
 0.167

 $
 0.145

 2/10/23

 2/14/23

 3/1/23

 3/31/23

 4/5/23

 4/11/23

 Risk-free
 interest rate

 3.93
 %

 3.77
 %

 4.01
 %

 3.60
 %

 3.30
 %

 3.54
 %

 life

 years

 years

 years

 years

 years

 years

 dividends

 %

 %

 %

 %

 %

 %

 volatility

 123.25
 %

 123.26
 %

 123.52
 %

 120.71
 %

 119.51
 %

 119.39
 %

 BIOF
 common stock fair value

 $
 0.159

 $
 0.159

 $
 0.177

 $
 0.166

 $
 0.154

 $
 0.145

 F- 10

 4/26/23

 6/5/23

 7/13/23

 7/26/23

 10/16/23

 11/1/23

 12/27/23

 Risk-free
 interest rate

 3.46
 %

 3.77
 %

 3.93
 %

 3.86
 %

 4.72
 %

 4.67
 %

 3.78
 %

 life

 years

 years

 years

 years

 years

 years

 years

 dividends

 %

 %

 %

 %

 %

 %

 %

 volatility

 119.28
 %

 103.20
 %

 90.70
 %

 87.22
 %

 81.19
 %

 81.11
 %

 91.10
 %

 BIOF
 common stock fair value

 $
 0.165

 $
 0.170

 $
 0.160

 $
 0.160

 $
 0.131

 $
 0.123

 $
 0.106

 Property
and Equipment

 Property
and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful
lives of the assets, generally 5 to 10 years. Expenditures for additions and improvements are capitalized; repairs and maintenance are
expensed as incurred.

 Patent
Capitalization

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

 Research
and Development

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

 Revenue
Recognition

 Effective
January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue
from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations
in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the
contract (if any); and (5) recognize revenue when each performance obligation is satisfied. Under ASC 606, revenue is recognized when
the following criteria are met:

 1.

 persuasive
 evidence of an arrangement exists;

 2.

 product
 has been delivered or the services have been rendered to the customer;

 3.

 the
 sales price is fixed or determinable; and,

 4.

 collectability
 of the fee or sales price is reasonably assured.

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

 F- 11

 Convertible
Instruments

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

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

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

 Accounting
for Derivative Instruments

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

Stock Purchase Warrants and Other Derivative Financial Instruments

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

 Investments
in non-consolidated affiliates

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

 F- 12

 Impairment
of Long-Lived Assets

 Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may
not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable,
the Company compares the carrying amount of the asset group to future undiscounted net cash flows, excluding interest costs, expected
to be generated by the asset group and their ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying
value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value
of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.

 Income
Taxes

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

 ASC
Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and
prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting
periods presented.

 Profit
(Loss) per Common Share:

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

 Fair
Value Measurements

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

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

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

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

 F- 13

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

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

 At
December 31, 2022, the Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair
value in accordance with ASC 825-10.

 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.

 NOTE
4 – PROPERTY AND EQUIPMENT

 SCHEDULE OF PROPERTY AND EQUIPMENT

 PROPERTY
 AND EQUIPMENT

 Life

 Building
 and Improvements

 $
 9,370

 $
 9,370

 Machinery and Equipment

 $
 795,606

 $
 512,450

 Furniture and Fixtures

 $
 13,596

 $
 13,649

 Computer
 Equipment

 $
 11,825

 $
 11,824

 Property and Equipment, gross

 $
 830,397

 $
 547,293

 Less
 Accumulated Depreciation

 $
 ( 243,089
)

 $
 ( 127,178
)

 Property
 and Equipment

 $
 587,308

 $
 420,115

 Total
depreciation expense was $ 119,476 and $ 55,601 for the years ended December 31, 2023, and 2022, respectively.

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

 NOTE
5 – PATENTS

 The
Company has obtained two patents and has applied for three more patents on its technology, and has also applied for international patents.
The Company has capitalized the legal and filing fees in the amount of $ 254,786 as of December 31, 2023.

 F- 14

 NOTE
6 – DEBT

 Details
of each remaining debt, including those that have been paid off or renegotiated during 2023, are indicated below.

 Notes
Payable – Related Parties

 On
December 13, 2023, and also on August 10, 2023, and on June 30, 2023, the Company entered into a long-term convertible notes with board
member Chris Kneppers, with principal balances of $ 10,000, $ 50,000 and $ 50,000, respectively, that are to be repaid when the Company
receives $5 million in equity investment. The Notes carry a 10 % interest per annum. The Notes are convertible, at the option of the lender,
into common shares of the Company at 15 cents per share, plus a warrant with a strike price of 25 cents per share and a 5 -year expiration,
for a total of 733,333 shares and warrants.

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

 In
June 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $ 100,000,
that if it's not paid by December 6, 2023, it automatically extends for another 6 months. It's convertible at the option
of the lender into common stock at $ 0.13 /share for a total of 769,231 shares.

 In
April 2023, the Company entered into a long-term convertible note with board member Edmund Burke, with a principal balance of $ 150,000,
that is to be repaid when the Company receives an equity investment of at least $1.5 million. Otherwise, it accrued warrants, with a
strike price of 15 cents and an expiration of 5 years, at the rate of 100,000 every 6 months instead of interest. It may convert into
common stock at $ 0.13 /share at the option of the holder for a total of 1,153,846 shares.

 In
January 2023, the Company entered into a short-term convertible note with board member Chris Kneppers, with a principal balance of $ 250,000,
that if it's not paid by July 4, 2023, it converts at the option of the Company into common stock at $ 0.13 /share for a total of
 1,923,077 shares. This debt remains on the books because the Company hadn't converted it into shares as of the end of 2023.

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

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

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

 F- 15

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

 Notes
Payable – Chapter 11 Settlement

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

 Notes
Payable – Other

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

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

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

 F- 16

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

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

 SCHEDULE OF NOTES PAYABLE

 Notes
 Payable

 31,
2023

 31,
2022

 Short
 Term Chapter 11 Settlement

 $

 $
 50,000

 Short
 Term Convertible Notes – Related Party

 $
 350,000

 $

 Long
 Term Convertible Notes Payable – Related Party

 $
 300,000

 $

 Long
 Term Notes Payable from future revenue — Related Party

 $
 1,700,630

 $
 1,700,630

 Long
 Term Notes Payable from future revenue — Other

 $
 120,000

 $
 120,000

 Long
 Term Note Payable from future profits — Related Party

 $
 820,932

 $
 820,932

 Long
 Term Note Payable from future profits — Other

 $
 96,570

 $
 96,570

 TOTAL
 NOTES

 $
 3,388,132

 $
 2,788,132

 Only
$ 100,000 of the $ 3,388,132 due as of December 31, 2023, is due at a specific point in time. $ 300,000 automatically converts into equity
and $ 300,000 is due depending on the raising of millions in capital. $ 2,738,132 of the amount due as of December 31, 2023, is due out
of future revenue or future profits. $ 2,417,502 of the $ 2,738,132 will be discharged if not paid by September 18, 2024, which is 5 years
after the Company exited Chapter 11.

 NOTE
7 – STOCKHOLDERS' EQUITY

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

 In
the year ended December 31, 2023, the company issued an aggregate of 174,194 shares of its common stock for services, valued at $ 29,300.

 In
the year ended December 31, 2023, the Company issued an aggregate of 794,000 warrants for services. Using a Black-Scholes asset pricing
model, these were valued at $ 84,677.

 In
the year ended December 31, 2023, 5,950,148 warrants were exercised for proceeds of $ 97,251.

 In
the year ended December 31, 2023, no employee stock options were exercised.

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

 F- 17

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

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

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

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

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

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

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

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

 Share-Based
Awards

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

 SCHEDULE OF STOCK OPTION ACTIVITY

 Shares Outstanding

 Average Exercise Price

 Average Remaining Contractual Term (years)

 Aggregate
 Intrinsic Value ($0's)

 51,080,000

 $
 0.13

 7.87

 $
 6,791,500

 Awarded

 18,150,000

 $
 0.19

 8.99

 $
 -

 Exercised

 500,000

 $
 0.05

 -

 $
 15,875

 Expired
 or Rescinded

 7,175,000

 $
 0.19

 -

 $
 -

 as of December 31, 2023

 61,555,000

 $
 0.15

 7.20

 $
 45,763

 Vested as of December

 28,180,000

 $
 0.13

 6.33

 $
 42,500

 Shares Outstanding

 Average Exercise Price

 Average Remaining Contractual Term (years)

 Aggregate
 Intrinsic Value ($0's)

 as of December 31, 2021

 50,034,466

 $
 0.13

 8.53

 $
 6,495,981

 Awarded

 4,000,000

 $
 0.18

 7.14

 $
 700,000

 Exercised

 350,000

 $
 0.05

 -

 $
 15,900

 Expired
 or Rescinded

 2,604,466

 $
 0.15

 -

 $
 388,581

 51,080,000

 $
 0.13

 7.87

 $
 6,791,500

 Vested as of December

 24,420,000

 $
 0.12

 6.98

 $
 2,982,250

 F- 18

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

 SCHEDULE OF WARRANT ACTIVITY

 Warrants

 Average Exercise Price

 Average Remaining Contractual Term (years)

 Aggregate
 Intrinsic Value ($0's)

 24,388,458

 $
 0.16

 2.83

 $
 3,841,406

 Awarded

 7,478,998

 $
 0.24

 4.35

 $
 -

 Exercised

 5,450,148

 $
 0.01

 -

 $
 373,299

 Expired

 2,401,332

 $
 0.15

 -

 $
 -

 as of December 31, 2023

 24,015,976

 $
 0.22

 3.31

 $
 91,690

 Vested as of December

 24,015,976

 $
 0.22

 3.31

 $
 91,690

 Warrants

 Average Exercise Price

 Average Remaining Contractual Term (years)

 Aggregate
 Intrinsic Value ($0's)

 as of December 31, 2021

 28,571,961

 $
 0.12

 2.17

 $
 3,352,149

 Awarded

 7,863,997

 $
 0.25

 4.75

 $
 1,962,133

 Exercised

 7,000,000

 $
 0.02

 -

 $
 105,000

 Expired

 5,047,500

 $
 0.27

 -

 $
 1,367,875

 24,388,458

 $
 0.16

 2.83

 $
 3,841,406

 Vested as of December

 24,388,458

 $
 0.16

 2.83

 $
 3,841,406

 NOTE
8 – INCOME TAXES

 The
reconciliation of income tax benefit at the U.S. statutory rate of 21 % for years ending December 31, 2023, and 2022, to the Company's
effective tax rate, is as follows:

 SCHEDULE OF RECONCILIATION BETWEEN STATUTORY TAX RATE AND EFFECTIVE TAX RATE

 Statutory federal
 income tax rate

 - 21
 %

 - 21
 %

 State income tax, net of federal
 benefits

 - 5.5
 %

 - 5.5
 %

 Valuation
 Allowance

 26.5
 %

 26.5
 %

 Income
 tax provision (benefit)

 %

 %

 F- 19

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

 SCHEDULE OF INCOME TAX PROVISION

 Federal

 $
 -

 $
 -

 Deferred

 ( 642,785
)

 ( 831,638
)

 State

 -

 -

 Deferred

 ( 168,349
)

 ( 217,810
)

 Change
 in valuation allowance

 811,134

 1,049,448

 Income
 tax provision (benefit)

 $
 -

 $

 -

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

 SCHEDULE OF TAX EFFECTS OF PRINCIPAL TEMPORARY DIFFERENCES THAT GIVE RISE TO DEFERRED TAX ASSETS

 Years
 Ended

 Deferred tax asset

 Net
 operating loss carryovers (federal)

 $
 13,561,765

 $
 12,752,139

 Total deferred
 tax assets

 13,561,765

 12,752,139

 Valuation
 Allowance

 ( 13,561,765
)

 ( 12,752,139
)

 Deferred
 tax asset, net of allowance

 $
 -

 $
 -

 As
of December 31, 2023, and 2022, the Company had approximately $ 51,176,471 and $ 48,121,278 of Federal net operating loss carryovers ("NOLs")
to offset taxable income, if any, in future years which begin to expire in 2033. Utilization of the NOLs may be subject to limitation
under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

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

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

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

 NOTE
9 - COMMITMENTS AND CONTINGENCIES

 Litigation

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

 F- 20

 Leases

 The
Company consolidated its premises into one location on November 1, 2019, and 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
consolidated balance sheet. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments
over the lease term at the commencement date for leases exceeding 12 months. The lease period was for twenty-four (24) months from November
1, 2019, to October 31, 2021. This had been extended for one year until October 31, 2022, and was further extended for two more years
until October 31, 2024. Annual rent commenced at $ 84,100 per annum and increased 3 % per year. The latest amendment adjusted to lease
to $ 102,950 per annum and increases at 3 % per year. Tenant is also required to cover operating costs that are estimated at $ 3,600 per
month. Operating lease expense is recognized on a straight-line basis over the lease term and is included in General & Administrative
expenses.

 ASC
842 was effective for us beginning January 1, 2019. The adoption had a material impact on our consolidated balance sheets, but did not
have a material impact on our consolidated income statements. The most significant impact was the recognition of ROU assets and lease
liabilities for operating leases.

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

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

 The
following table provides the components of the lease expense for the periods indicated:

 SCHEDULE OF COMPONENTS OF THE LEASE EXPENSE

 YEAR
 ENDED

 Finance Lease Cost:

 Amortization
 of ROU assets

 $
 -

 $
 -

 on lease liabilities

 Operating lease
 cost

 95,172

 86,601

 Short-term
 lease cost

 Total
 lease expense

 95,172

 86,601

 The
following table provides supplemental cash flow and other information related to leases for the periods indicated:

 SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES

 YEAR ENDED

 December 31, 2023

 December 31, 2022

 Cash paid for amounts included in measurement
of lease liabilities:

 Operating cash flows from operating leases ( 1)

 $
 -

 $
 -

 Operating cash flows from finance leases

 Financing cash flows from finance leases

 ROU assets obtained in exchange for new lease liabilities:

 Finance leases

 Operating leases

 (1)
 Amounts
are included in Other operating activities on the consolidated cash flow statements.

 F- 21

 The
following table provides the lease terms and discount rates for the periods indicated:

 SCHEDULE OF LEASE TERMS AND DISCOUNT RATES

 YEAR
 ENDED

 Weighted-average
 remaining lease term (years):

 leases

 leases

 0.83

 1.83

 Weighted-average
 discount rate:

 leases

 N/A

 N/A

 leases

 N/A

 N/A

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

 SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES

 YEAR
 ENDED

 Assets

lease ROU assets (1)

 $
 -

 $
 -

 lease ROU assets

 81,091

 178,399

 Liabilities

 lease liabilities

 lease liabilities

 95,172

 Noncurrent

 lease liabilities

 lease liabilities

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

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

 SCHEDULE OF MATURITIES OF UNDISCOUNTED LEASE LIABILITIES

 Lease

 Lease

 2024

 $
 -

 $
 88,365

 2025

 Thereafter

 Total
 lease payments

 $
 -

 $
 88,365

 Less:

 ( 2,382
)

 Present value
 of lease liabilities

 Less:
 Current portion of lease obligation

 ( 85,983
)

 Total
 long-term lease obligation

 $
 -

 $

 F- 22

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

 Lease

 Lease

 2023

 $
 -

 $
 103,465

 2024

 88,365

 Thereafter

 Total
 lease payments

 -

 191,830

 Less:

 -

 ( 10,675
)

 Present value
 of lease liabilities

 -

 181,155

 Less:
 Current portion of lease obligation

 -

 ( 95,172
)

 Total
 long-term lease obligation

 -

 NOTE
10 – RELATED PARTY TRANSACTIONS

 Related
Transactions

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

 1)

 Short-term
 notes payable, convertible notes, and contingent liabilities issued to related parties are described in NOTE 6.

 2)

 A
 board resolution was passed on February 13, 2020, that pledged the pending patents to secure the back pay claims of Ben Slager, CEO,
 Anthony Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management to build the
 Company while they continue to be owed back pay.

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

 NOTE
11 – SUBSEQUENT EVENTS

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

 Subsequent
to December 31, 2023, the Company issued 52,500 shares for services valued at $ 4,200 and 62,500 warrants valued at $ 3,592.

 Subsequent
to December 31, 2023, 133,333 warrants expired.

 Subsequent
to December 31, 2023, 1,775,000 employee stock options vested. These have a Black-Scholes valuation of $ 234,350.

 Subsequent
to December 31, 2023, the company issued convertible notes for $ 230,000. These notes may be converted into equity at the discretion of
the holder and all automatically convert into equity if not repaid in 13 months from their date of issue.

 F- 23

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

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

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

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

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

 Management's
Annual Report on Internal Controls over Financial Reporting

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

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

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

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

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

 Changes
in Internal Control over Financial Reporting

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

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

 PART
III

 ITEM
10. – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors,
Executive Officers and Significant Employees

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

 Name

 Age

 Position
 and Offices

 Slager

 Chief
 Executive Officer and Chairman

 Anthony Santelli

 Chief Financial
 Officer and Director

 George D. Bolton

 Director and Secretary

 Charles F. Sills

 Peter Zimeri

 Edmund Burke

 Chris Kneppers

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Audit
Committee and Audit Committee Financial Expert

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

 Other
Board Committees

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

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

 Involvement
in Certain Legal Proceedings

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

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

 Section
16(a) Beneficial Ownership Reporting Compliance

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

 Name

 of late reports

 of transactions not reported timely

 None

 Code
of Ethics

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

 ITEM
11. – EXECUTIVE COMPENSATION

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

 1.

 Providing
 a total compensation package which is competitive and therefore enables it to attract and retain, high-caliber executive personnel;

 2.

 Integrating
 compensation programs with its short-term and long-term strategic plan and business objectives; and

 3.

 Encouraging
 achievement of business objectives and enhancement of stockholder value by providing executive management log-term incentive through
 equity ownership.

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

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

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

 Commencing
on January 1, 2021, Ben Slager, CEO, has an employment contract to receive a salary of $360,000 per annum, along with health insurance.
Various bonuses are offered based on performance and may be accrued, at his discretion, if the Company doesn't have the funds to
pay them. He has not received any salary or bonuses due since Q3 2023. Unpaid salaries are accruing interest at the rate of 10% per annum.
In February 2024, his salary was increased due to inflation and higher cost of living to $525,000, all of it being accrued and unpaid,
at his discretion, which is expected to be paid when the Company raises significant capital to fund its future. His employment contract
indicates that he must be given 6-months' notice of termination, and shall receive a severance package of one-month's pay
in addition to the 6-months' notice, or 3 months' salary if he dies. If there is a change of control, all his options shall
vest.

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

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

 As
of December 31, 2023, Anthony Santelli is owed $293,830 in back pay and accrued bonuses, along with interest of $62,047.

 As
of December 31, 2023, AES Financial Advisors, LLC, an entity owned by Anthony Santelli II and his wife Marjorie Santelli, Esq., is owed
$72,670, primarily dating from 2018, prior to when Dr. Santelli became COO, plus interest of $18,419.

 The
following tables set forth the compensation paid by the Company to its officers and directors for the fiscal years ended December 31,
2023, and December 31, 2022. This information includes the dollar value of base salaries, bonus awards and number of stock options granted,
and certain other compensation, if any, actually paid. Accrued back pay is included in Other in the year in which it is actually paid.
Unvested but granted stock options are included in the year in which they vest. The compensation discussed addresses all compensation
awarded to or paid to its named executive officers.

 Principal
 Position

 Year

 Salary

 Bonus

 Stock
 Awards

 Awards (1)

 Non-Equity
 Incentive Plans

 Non-Qualified
 Deferred Comp on Earnings

 Other
 (back pay)

 Total

 Slager

 2023

 265,500

 -

 -

 -

 -

 -

 -

 $
 265,500

 (CEO)

 2022

 360,000

 42,000

 -

 743,298

 -

 -

 78,500

 $
 1,223,798

 Anthony Santelli
 II

 2023

 177,082

 -

 -

 -

 -

 -

 $
 177,082

 (CFO)

 2022

 250,000

 -

 -

 495,532

 -

 -

 $
 745,532

 (1)

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

 OUTSTANDING
EQUITY AWARDS

 Grants
of Plan-Based Awards

 Name

 Grant
 Date

 of Securities Underlying Unexercised Options (#) Exercisable

 of Securities Underlying Unexercised Unearned Options (#)

 of Securities Underlying Unexercised Options (#) Unexercisable (1)

 Exercise Price ($)

 Expiration Date

 Ben
 Slager, CEO Chairman

 3/1/2023

 6,000,000

 -

 6,000,000

 $
 0.20

 3/1/2033

 Anthony Santelli,
 CFO Director

 3/1/2023

 4,000,000

 -

 4,000,000

 $
 0.20

 3/1/2033

 Ben Slager, CEO
 Chairman

 1/5/2021

 6,000,000

 -

 -

 $
 0.15

 1/5/2031

 Anthony Santelli,
 CFO Director

 1/5/2021

 4,000,000

 -

 -

 $
 0.15

 1/5/2031

 Ben Slager, CEO
 Chairman

 5/9/2020

 5,000,000

 -

 5,000,000

 $
 0.10

 5/9/2030

 Anthony
 Santelli, CFO Director

 5/9/2020

 5,000,000

 -

 5,000,000

 $
 0.10

 5/9/2030

 Total

 30,000,000

 -

 20,000,000

 Warrants
Issued to Management

 Grants
of Plan-Based Awards

 Name

 Grant
 Date

 of Securities Underlying Unexercised Warrants (#) Exercisable

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

 Warrant
 Exercise Price ($)

 Warrant
 Expiration Date

 NONE

 -

 -

 $
 -

 Total

 -

 -

 $
 -

 (1)

 As
 of December 31, 2023.

Equity Awards at Fiscal Year End

 In
March 2023, the company's Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company's
common stock under the Company's 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if
and when the company is uplisted to the Nasdaq or NYSE. Using a Black-Scholes option pricing model, these were valued at $1,015,146.
In January 2021, the company's Chief Executive Officer Ben Slager received options to purchase up to 6,000,000 shares of the Company's
common stock at an exercise price of 15 cents per share that vested January 1, 2022. Using a Black-Scholes option pricing model, these
were valued at $743,298. In the year ended December 31, 2020, the Company's Chief Executive Officer received options to purchase
up to 10,000,000 shares of the company's common stock under the Company's 2012 Employee Director Stock Plan at an exercise
price of 10 cents per share, half that vested immediately, and half that vest upon the commercialization of the CTS process. Using a
Black-Scholes asset pricing model, the vested options were valued at $414,850.

 In
March 2023, the company's Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the Company's
common stock under the Company's 2021 Employee Director Stock Plan at an exercise price of 20 cents per share that will vest if
and when the company is uplisted to the Nasdaq or NYSE. Using a Black-Scholes option pricing model, these were valued at $676,764. In
January 2021, the company's Chief Financial Officer Anthony Santelli received options to purchase up to 4,000,000 shares of the
Company's common stock under the Company's 2012 Employee Director Stock Plan at an exercise price of 15 cents per share that
vested on January 1, 2022. Using a Black-Scholes option pricing model, these were valued at $495,532. In the year ended December 31,
2020, the Company's Chief Financial Officer received options to purchase up to 10,000,000 shares of the company's common
stock under the Company's 2012 Employee Director Stock Plan at an exercise price of 10 cents per share, half that vested immediately,
and half that vest upon the commercialization of the CTS process. Using a Black-Scholes asset pricing model, the vested options were
valued at $414,850.

 Pay
Versus Performance Disclosure Table

 Value
 of Initial Fixed $100 Investment Based on:

 Year

 Summary
 Compensation on Table Total for PEO

 Compensation
 Actually Paid to PEO (1)

 Average
 Summary Compensation on Table Total for Non-PEO NEOs

 Average
 Compensation Actually Paid to Non-PEO NEOs (2)

 Total
 Shareholder Return

 Total
 Shareholder Return of Peer Group

 Net
 Income (3)

 2023

 $

 265,500

 $

 265,500

 $

 177,082

 $

 177,082

 -44

 %

 N/A

 (3,055,194

)

 2022

 $

 1,223,798

 $

 1,996,694

 $

 745,532

 $

 1,260,796

 -42

 %

 N/A

 $

 (3,960,183

)

 2021

 $

 1,017,205

 $

 1,017,205

 $

 293,690

 $

 293,690

 %

 N/A

 $

 (2,139,310

)

 2020

 $

 600,350

 $

 600,350

 $

 575,681

 $

 575,681

 %

 N/A

 $

 (2,181,127

)

 2019

 $

 201,629

 $

 (526,564

)

 $

 140,063

 $

 (211,395

)

 1175

 %

 N/A

 $

 1,005,107

 (1)

 Negative
 figures due to cancellation of previously issued vested options.

 (2)

 Negative
 figures due to cancellation of previously issued vested options.

 (3)

 2019
 gains due to wiping out debt in Chapter 11.

 Additional
Narrative Disclosures

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

Compensation

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

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

 Name

 Fees
 Earned or Paid in Cash ($)

 Stock
 Awards ($)

 Awards ($) (1)

 All
 Other Compensation (S)

 Total
 ($)

 George
 D. Bolton

 11,000

 -

 $
 84,698

 -

 $
 95,698

 Charles F. Sills

 -

 -

 -

 $

 Peter Zimeri

 15,300

 -

 -

 -

 $
 15,300

 Ned Burke

 -

 -

 -

 -

 $

 Chris Kneppers

 -

 -

 -

 -

 $

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

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

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

 Name
 and Address

 No
 of Shares (2)

 %
 Owned (1)

 Slager (3)

 41,640,000

 13.3

 Anthony Santelli,
 II (4)

 48,490,027

 15.3

 Charles F. Sills
 (5)

 1,100,000

 0.4

 George D. Bolton
 (6)

 5,100,000

 1.7

 Peter Zimeri (7)

 0.03

 Edmund Burke (8)

 13,610,276

 4.5

 Chris and Angela
 Kneppers (9)

 22,351,270

 7.7

 All officers and
 directors as a group (seven persons)

 133,391,573

 40.3

 (1)

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

 (2)

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

 (3)

 500,000 exercisable warrants obtained as part of a private placement in the Company; 15,000,000 shares owned by the Benjamin Slager
 2021 Irrevocable Trust; and shares underlying 11,000,000 fully vested and exercisable employee options owned by Benjamin Slager.
 Benjamin Slager also has 5,000,000 additional employee options awarded that will vest with the commercialization of the CTS system,
 unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately. He has also been
 granted 6,000,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

 (4)

 23,366,803 shares, 260,136 fully vested and exercisable warrants, and 9,000,000 vested and exercisable employee options owned by
 Anthony Santelli, II; 3,476,775 shares and 735,136 fully vested and exercisable warrants owned by AES Capital Partners, LP; 8,026,177
 shares and 3,625,000 fully vested and exercisable warrants owned by The AES Capital Resource Fund, LP, two entities controlled by
 Anthony Santelli, II. Anthony Santelli also has 5,000,000 additional employee options awarded that will vest with the commercialization
 of the CTS system, unless the company enters into a merger or purchase agreement, at which time all options shall vest immediately.
 He has also been granted 4,000,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

 (5)

 Charles
 Sills also has 1 million options that vest upon obtaining an offtake agreement; and 500,000 options that will vest if the Company
 uplists to the Nasdaq or NYSE.

 (6)

 500,000 fully vested and exercisable options. George Bolton also has 500,000 options that vest over time; 1 million options that
 vest upon obtaining an offtake agreement; and 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

 (7)

 100,000 fully vested and exercisable options. Peter Zimeri also has 500,000 options that will vest if the Company uplists to the
 Nasdaq or NYSE.

 (8)

 Edmund
 Burke also has 500,000 options that will vest if the Company uplists to the Nasdaq or NYSE.

 (9)

 19,517,937 shares owned communally, and 2,333,333 fully vested and exercisable warrants. Chris Kneppers also has 500,000 options
 that will vest if the Company uplists to the Nasdaq or NYSE.

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

 Changes
in Control

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

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

 Related
Transactions

 1)

 A
 board resolution was passed on February 13, 2020, that pledged the patents and pending patents to secure the back pay claims of Ben
 Slager, CEO, Anthony Santelli, CFO, and Charles Sills, Director. This was done to ensure the continued involvement of management
 to build the Company while they continue to be owed back pay.

 2)

 Short-term
 notes payable, convertible notes, and contingent liabilities issued to related parties are described in NOTE 6 above.

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

Independence

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

 ITEM
14. – PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Audit
Fees

 The
aggregate fees billed by the Company's auditors, BF Borgers CPA PC for professional services rendered for the audit of its annual
financial statements for fiscal year ended December 31, 2023, and review its interim financial statements for the second and third quarters
of 2022 are approximately $38,500. In 2022, and Q1 2023, the Company had a different auditor, Prager Metis CPA, LLC, that charged approximately
$51,000 for the audit of its 2022 financial statements and review of its first, second and third quarter of 2022, and an additional $8,500
for Q1 2023.

 Audit
Related fees

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

 Tax
Fees

the past fiscal year, the Company incurred approximately $2,900 for tax preparation fees for the fiscal year ended December 31, 2022
and $3,000 for fiscal year ended December 31, 2021.

 All
Other Fees

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

 The
Board of Directors Preapproval Policies

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

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

 The
board approved all fees described above.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

 1.
FINANCIAL STATEMENTS

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

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

 Consolidated
 Statements of Operations for the years ended December 31, 2023 and December 31, 2022

 Consolidated Statements of Changes in Stockholder's Equity for the years ended December 31, 2023 and December 31, 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022

 Notes to the Consolidated Financial Statements

 2.
FINANCIAL STATEMENT SCHEDULES

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

 3.
EXHIBITS

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

 Exhibit
 No.

 Identification
 of Exhibit

 3.1

 Articles
 of Incorporation (incorporated by reference to the Company's S-1 filed May 23, 2012)

 3.2

 Certificate
 of Amendment to Articles of Incorporation filed November 19, 2014 (incorporated by reference to the Company's Form 10-12G/A
 filed on February 16, 2021)

 3.3

 Certificate
 of Amendment to Articles of Incorporation filed June 17, 2016 (incorporated by reference to the Company's Form 10-12G/A filed
 on February 16, 2021)

 3.4

 Certificate
 of Amendment to Articles of Incorporation filed July 26, 2021 (incorporated by reference to the Company's 8-K filed on July
 30, 2021)

 3.5

 Bylaws
 (incorporated by reference to the Company's Form 10-12G/A filed on February 16, 2021)

 10.1

 Employment
 Agreement, dated June 1, 2020, between the Company and Ben Slager (incorporated by reference to the Company's Form 10-12G/A
 filed on February 16, 2021)

 10.2

 Employment
 Agreement, dated June 1, 2020, between the Company and Anthony Santelli (incorporated by reference to the Company's Form 10-12G/A
 filed on February 16, 2021

 10.3

 2021
 Employee, Director Stock Plan (incorporated by reference to definitive 14C filed with the SEC on June 24, 2021)

 Code
 of Ethics

 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 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

 (Registrant)

 By

 /s/
 Benjamin Slager

 Slager

 Chief
 Executive Officer, (Principal Executive Officer)

 Date

 March

 By

 /s/
 Anthony Santelli

 Anthony
 Santelli

 Chief
 Financial Officer (Principal Financial and Accounting Officer)

 Date

 March

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

 By

 /s/
 Benjamin Slager

 Slager

 Chief
 Executive Officer, (Principal Executive Officer)

 Date

 March

 By

 /s/
 Anthony Santelli II

 Anthony
 Santelli

 Chief
 Financial Officer (Principal Financial and Accounting Officer)

 Date

 March

 By

 /s/
 George D. Bolton

 George
 D. Bolton

 Date

 March

 By

 /s/
 Charles F. Sills

 Charles
 F. Sills

 Date

 March

 By

 /s/
 Peter Zimeri

 Peter
 Zimeri

 Date

 March

 By

 /s/
 Edmund Burke

 Edmund
 Burke

 Date

 March

 By

 /s/
 Chris Kneppers

 Chris
 Kneppers

 Date

 March