UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q








[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2011


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 000-52852





BIOFUELS POWER CORPORATION


(Exact name of registrant as specified in its charter)





TEXAS
56-2471691(State or other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification No.)20550 Townsen Blvd., Suite 250Humble, Texas
77338(Address of principal executive offices)
(zip code)





Registrant’s telephone number, including area code (281) 364-9500





Securities Registered pursuant to Section 12(g) of the Act


Common Stock, par value $0.001 per share





Indicate by check mark whether the registrant (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 and (2) has been subject to such filing requirements for the past 90 days.


Yes __   No __





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes __   No __





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer

Accelerated filerNon-accelerated filer

Smaller reporting company
X





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





Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.





Title of Class
Outstanding at May 20, 2011Common Stock, $0.001 Par Value
31,442,760 Shares








TABLE OF CONTENTS





PART I
FINANCIAL INFORMATION
PAGEITEM 1
Financial StatementsBalance Sheets as of March 31, 2011 and December 31, 2010
F-1Unaudited Consolidated Condensed Statements of Operations
F-2for the three months ended March 31, 2011 and 2010Unaudited Consolidated Condensed Statements of Cash Flow
F-3for the three months ended March 31, 2011 and 2010Unaudited Consolidated Statement of Stockholders' Equity
F-4for the three months ended March 31, 2011Notes to Unaudited Consolidated Condensed Financial Statements
F-5 - F-10ITEM 2
Managements’ Discussion and Analysis of Financial Condition and Plan of Operation
3ITEM 3
Quantitative and Qualitative Disclosures About Market Risk
4ITEM 4
Controls and Procedures
4PART II
OTHER INFORMATIONITEM 1
Legal Proceedings
5ITEM 1A
Risk Factors
5ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
5ITEM 3
Defaults Upon Senior Securities
5ITEM 4
Submission of Matters to a Vote of Security Holders
5ITEM 5
Other Information
5ITEM 6
Exhibits
6SIGNATURES
7







BIOFUELS POWER CORPORATIONCONSOLIDATED BALANCE SHEETMarch 31, 2011 and December 31, 2010March 31


December 31,2011


2010ASSETS

Unaudited


AuditedCurrent AssetsCash and cash equivalents

$
4,328


$
5,138Accounts receivable


-



-Prepaid expenses


-



-Total Current Assets


4,328



5,138Property and equipment, net


2,179,464



2,370,244Total Assets

$
2,183,792


$
2,375,382LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable


1,495,702



1,483,409Deposits


25,000



25,000Notes payable, unsecured


30,065



30,065Notes payable, secured


2,854,965



2,832,465Interest payable


1,168,301



1,039,671Total Current Liabilities


5,574,033



5,410,610Long Term DebtNotes payable, unsecured


191,250



191,250Total Liabilities


5,765,283



5,601,860Stockholders' EquityCommon stock, $001 par value, 50,000,000 shares authorized;31,442,760 and 31,442,760 shares issued and outstanding,respectively


31,455



31,455Additional paid in capital


12,434,494



12,434,494Minority interest


69,398



80,019Accumulated deficit


(16,116,837
)


(15,772,446
)Total Stockholders Equity


(3,581,490
)


(3,226,478
)$
2,183,793


$
2,375,382See accompanying notes to consolidated financial statements





F-1


BIOFUELS POWER CORPORATIONUNAUDITED CONSOLIDATED STATEMENT OF OPERATIONSFor the three months ended March 31, 2011 and 2010Three Months Ended March 31,2011


2010RevenueSales

$
-


$
-Cost of sales


-



-Gross profit (deficit)


-



-Selling, general and administrative expenses


256,754



411,179Operating loss


(256,754
)


(411,179
)Other Income:Other income, net


30,369



-Change in derivative liability






-Gain (loss) on disposition of fixed assets


-



-Interest expense


(128,630
)


(126,799
)Total other income (loss), net


(98,261
)


(126,799
)Net Loss before minority interest


(355,015
)


(537,978
)Minority interest


10,621



10,621Net income (loss)

$
(344,393
)

$
(527,357
)Basic and diluted net loss per common share

$
(0.01
)

$
(0.02
)Weighted average common shares outstanding -basic and diluted


31,442,760



31,442,760See accompanying notes to consolidated financial statements





F-2


BIOFUELS POWER CORPORATIONUNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWSFor the three months ended March 31, 2011 and 2010Three Months Ended March 31,2011


2010Cash flows from operating activities:Net loss

$
(344,393
)

$
(527,357
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation


190,780



190,780Minority interest


(10,621
)


(10,621
)Changes in operating assets and liabilities:Accounts receivable


-



156,283Accounts payable


12,293



40,561Accrued interest payable


128,630



126,799Accrued expenses and other, net


2



(434
)Net Cash provided (used) in operating activities


(23,309
)


(23,989
)Cash flow from investing activities:Purchase of property and equipment


-



(119,000
)Proceed from sale of fixed assets


-



150,000Net cash provided by (used in) investing activities


-



31,000Cash flows from financing activities:Net proceeds from sale of common stock


-



1,715Net proceeds from notes


22,500



-Net cash provided by financing activities


22,500



1,715Net increase (decrease) in cash and cash equivalents


(809
)


8,726Cash and cash equivalents, beginning of period


5,138



1,696Cash and cash equivalents, end of period

$
4,328


$
10,422See accompanying notes to consolidated financial statements





F-3


BIOFUELS POWER CORPORATIONUNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITYFor the three months ended March 31, 2011AdditionalCommon Stock


Paid In


Minority


AccumulatedShares


Amount


Capital


Interest


Deficit


TotalBalance atDecember 31, 2010


31,422,760


$
31,455


$
12,434,494


$
80,019


$
(15,772,446
)

$
(3,226,478
)Net loss


-



-



-



(10,621
)


(344,393
)


(355,014
)Balance atMarch 31, 2011


31,422,760


$
31,455


$
12,434,494


$
69,398


$
(16,116,837
)

$
(3,581,490
)

























F-4


BIOFUELS POWER CORPORATION


NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


(Information with respect to events occurring after December 31, 2010 is unaudited)





1.         Summary of Significant Accounting Policies





Basis of Presentation The accompanying interim unaudited consolidated condensed financial statements have been prepared without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.  These unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto of Biofuels Power Corp. (the "Company") for the year ended December 31, 2010.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods presented have been included.  Operating results for the interim periods are not necessarily indicative of the results that may be expected for the respective full year.





The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for a complete presentation of annual financial statements.





BackgroundBiofuels Power Corp. (“BPC”), a Texas corporation, was incorporated in 2004 as Aegis Products, Inc.  The Company is a distributed energy company that is pioneering the use of biodiesel to fuel small electric generating facilities that are located in close proximity to end-users.  BPC’s first power plant is currently located near Houston, Texas in the city of Oak Ridge North.  During February 2007, BPC began generating and selling its power through Fulcrum Power to Centerpoint Energy.





Aegis Products, Inc. was incorporated in Texas on January 20, 2004 as a wholly owned subsidiary of Texoga Technologies Corp. (“Texoga”).  Effective December 31, 2004, Aegis was spun off from Texoga through a share distribution to the Texoga shareholders with 87 owners receiving a total of 14,512,380 shares.  During 2006, the Texoga BioFuels 2006-1 and 2006-2 partnerships were established and each raised $3.5 million to develop biofueled power projects in the Houston, Texas area.  Texoga began serving as the general partner and on November 6, 2006, Texoga transferred its general partner role to Aegis which simultaneously changed its name to Biofuels Power Corp.





During 2007 BPC created a wholly owned subsidiary, Alternative Energy Consultants, LLC (“AEC”).  AEC will engage in the business of designing and building of standardized biodiesel refineries.





ConsolidationIn accordance with FIN 46(R), which requires the consolidation of certain variable interest entities, these unaudited consolidated condensed financial statements include the accounts of BPC, Texoga BioFuels 2006-1, Ltd, (“TBF-1”) and Texoga BioFuels 2006-2, Ltd. (“TBF-2”).  BPC, TBF-1 and TBF-2 are referred to collectively as the “Company”.  For presentation purposes, the equity interests of the limited partners in TBF-1 and TBF-2 have been reflected as minority interest shareholders.  The unaudited consolidated condensed financial statements also include the accounts of Alternative Energy Consultants, LLC, which is a wholly owned subsidiary of BPC.  All material intercompany transactions have been eliminated in consolidation.





Use of Estimates and AssumptionsThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods.  Actual results could materially differ from those estimates.





Cash and Cash EquivalentsThe Company considers any highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.





Convertible Debt Financing - Derivative Liabilities





The Company reviews the terms of convertible debt and equity instruments issued to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity.





In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, the convertible debt holder’s conversion right provision, contained in the terms governing the convertible notes is not clearly and closely related to the characteristics of the notes. Accordingly, the feature qualifies as embedded derivative instruments at issuance and, because it does not qualify for any scope exception within SFAS No. 133, it is required by SFAS No. 133 to be accounted for separately from the debt instrument and recorded as a derivative instrument liability.





F-5


Revenue RecognitionRevenue, which began to be recorded during 2007, is recognized when the electricity produced is provided to the electric grid maintained by the Electric Reliability Council of Texas (ERCOT).  A power sales agreement is in place with Fulcrum Power, a Qualified Scheduling Entity (QSE) for ERCOT.  Electric sales into ERCOT may only be made through the scheduling of a QSE, which also receives payment from ERCOT for all sales in a process called “settlement.”  Initial settlement takes place eight days after the date of sale with subsequent adjustments at 60 days and 180 days after the sale, if needed.  To date, the Company has not experienced any material settlement adjustments and it does not anticipate material settlement adjustments in the future.  All of the sales from the Company’s Oak Ridge North facility are made into the ERCOT Balancing Energy Market.  Such sales are priced by ERCOT for each 15-minute interval of each hour of each day.  The price for all balancing energy dispatched in a given interval is the highest bid of any electricity dispatched by ERCOT in that interval.  The price per megawatt is determined at the time of the sale.  ERCOT bills each utility company purchaser, collects the money due under a formal settlement process and remits the proceeds to the QSE scheduling the electricity actually purchased.  The QSE pays the power generator when it receives payment from ERCOT.  The Company pays Fulcrum Power a monthly fee for services that are not directly related to the revenue the Company receives from sales of electricity.





Biodiesel Tax CreditsBiodiesel is classified as a renewable fuel that is eligible for Federal credits of $1.00 per gallon for biodiesel manufactured from virgin agricultural products and $0.50 per gallon for biodiesel produced from non-virgin oils and fats.  The gallons used are reported to the Federal government and the Company receives a payment of $1.00 per gallon, which is accounted for as a direct offset to fuel prices and included in the Company’s cost of sales.





Accounts ReceivableAccounts receivable consist primarily of amounts due from certain companies for the sale of power to the electric grid.  An allowance for doubtful accounts is provided, when appropriate, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating probable bad debts.  Such factors include circumstances with respect to specific accounts receivable, growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions.  As of March 31, 2011 and March 31, 2010 accounts receivable were $-0- and $-0-, respectively.





InventoryInventories are stated at the lower of cost or market and consists of -0- gallons of processed fuel stock and -0- gallons of unprocessed fuel stock at March 31, 2011.  Cost is determined using the first-in first-out (“FIFO”) method.





Property and EquipmentProperty and equipment are stated at cost less accumulated depreciation.  Expenditures for normal repairs and maintenance are charged to expense as incurred.  Fixed assets are depreciated using the straight-line method for financial reporting purposes over their estimated useful life of 3 to 5 years.  The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any gain or loss is included in operations.





Impairment of Long-Lived AssetsOn March 20, 2009, the Company purchased a 79-acre tract in Harris County, Texas which was formerly the site of a Houston Lighting & Power generating facility, and currently has an existing connection to the CenterPoint grid.  The Company has moved  its  turbine generators to the newly acquired facility as soon as feasible.  As of March 31, 2011 the Company has $1,165,887 of acquisition cost.  The assets have not been put into operation, therefore no depreciation expense is reflected in these financial statements.





Income TaxesThe Company uses the liability method in accounting for income taxes.  Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value. The Partnership’s taxable income or loss for any period is included in the tax returns of the individual partners and, therefore, the Partnership does not provide for federal income taxes.





(Loss)/Income Per Common ShareThe Company provides basic and dilutive (loss)/income per common share information for each period presented.  The basic net loss per common share is computed by dividing the net (loss)/income by the weighted average number of common shares outstanding.  Diluted net (loss)/income per common share is computed by dividing the net (loss)/income, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.  For the three months ended March 31, 2011 and March 31, 2010, the Company did not have any potential dilutive securities. See Stock Purchase agreements below.





Stock-Based CompensationThe Company has adopted Statement of Financial Accounting Standards 123(R) Share Based Payments (“SFAS 123(R)”), using the modified prospective method.  Under the modified prospective method, the Company recognizes compensation expense over the vesting period of the award.





SFAS 123(R) is a revision of SFAS 123,Accounting for Stock-Based Compensation, and supersedes APB No. 25,Accounting for Stock Issued to Employees.  Under SFAS 123(R), the cost of employee services received in exchange for stock is measured based on the grant-date fair value (with limited exceptions).  That cost is to be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period).  The fair value of immediately vested shares is determined by reference to quoted prices for similar shares and the fair value of shares issued subject to a service period is estimated using an option-pricing model.  Excess tax benefits, as defined in SFAS 123(R) are recognized as addition to paid-in-capital.





F-6


Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value.  When the book value approximates fair value, no additional disclosure is made.  Fair value estimates of financial instruments are based on relevant market information and may be subjective in nature and involve uncertainties and matters of significant judgment.  The Company believes that the carrying value of its assets and liabilities approximates the fair value of such items.  The Company does not hold or issue financial instruments for trading purposes.





Concentration of Credit RiskFinancial instruments which subject the Company to concentrations of credit risk include cash and cash equivalents and accounts receivable.  The Company maintains its cash and cash equivalents with major financial institutions selected based upon management’s assessment of the banks’ financial stability.  Balances periodically exceed the $100,000 federal depository insurance limit.  The Company has not experienced any losses on deposits.  Accounts receivable generally arise from sales of power to the electric grid. Collateral is generally not required for credit granted.  The Company will provide allowances for potential credit losses when necessary.





Recently Issued Accounting PronouncementsFASB Statement of Financial Accounting Standards No. 157,“Fair Value Measurements” (“SFAS 157”), issued in September 2006, establishes a formal framework for measuring fair value under GAAP.  It defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements.  Although SFAS 157 applies to and amends the provisions of existing FASB and AICPA pronouncements, it does not, of itself, require any new fair value measurements, nor does it establish valuation standards.  SFAS 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for SFAS No. 123 (R), share-based payment and related pronouncements, the practicability exceptions to fair value determinations allowed by various other authoritative pronouncements, and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue recognition.  This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The adoption of SFAS 157 did not have a material impact on the Company’s financial condition or results of operations.





In February 2007, the FASB issued SFAS 159,“The Fair Value Option for Financial Assets and Financial Liabilities” which is an elective, irrevocable election to measure eligible financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis.  The election may only be applied at specified election dates and to instruments in their entirety rather than to portions of instruments.  Upon initial election, the entity reports the difference between the instruments’ carrying value and their fair value as a cumulative-effect adjustment to the opening balance of retained earnings.  At each subsequent reporting date, an entity reports in earnings, unrealized gains and losses on items for which the fair value option has been elected.  SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and is applied on a prospective basis.  Early adoption of SFAS 159 is permitted provided the entity also elects to adopt the provisions of SFAS 157 as of the early adoption date selected for SFAS 159.  The company has decided not to adopt SFAS 159.





In December 2007, the FASB issued a revision and replacement of SFAS 141(“SFAS 141R”), “Business Combinations” to increase the relevance, representational faithfulness, and comparability of the information a reporting entity provides in its financial reports about a business combination and its effects.  SFAS 141R replaces SFAS 141, “Business Combinations ” but retains the fundamental requirements of SFAS 141 that the acquisition method of accounting be used and an acquirer be identified for all business combinations.  SFAS 141R expands the definition of a business and of a business combination and establishes how the acquirer is to: (1) recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired company; (2) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase; and (3) determine what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141R is applicable to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, and is to be applied prospectively.  Early adoption is prohibited. SFAS 141R will impact the Company only if it elects to enter into a business combination subsequent to December 31, 2008.





In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51,” to improve the relevance, comparability, and transparency of the financial information a reporting entity provides in its consolidated financial statements.  SFAS 160 amends ARB 51 to establish accounting and reporting standards for noncontrolling interests in subsidiaries and to make certain consolidation procedures consistent with the requirements of SFAS 141R.  It defines a noncontrolling interest in a subsidiary as an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  SFAS 160 changes the way the consolidated income statement is presented by requiring consolidated net income to include amounts attributable to the parent and the noncontrolling interest.  SFAS 160 establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that does not result in deconsolidation.  SFAS 160 also requires expanded disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners of a subsidiary.  SFAS 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years.  Early adoption is prohibited.  SFAS 160 shall be applied prospectively, with the exception of the presentation and disclosure requirements that shall be applied retrospectively for all periods presented.  The Company does not believe that the adoption of SFAS 160 will have a material effect on its consolidated financial position, results of operations or cash flows.





F-7


2.         Going Concern




During the three months ended March 31, 2011, the Company has experienced negative financial results as follows:




2010Accumulated deficit at December 31, 2010

$
(15,772,446
)Net loss for three months ended March 31, 2011

$
(344,393
)Accumulated deficit at March 31, 2010

$
(16,116,837
)Negative cash flows used in operating activities

$
(23,309
)




Management has developed specific current and long-term plans to address its viability as a going concern as follows:





The Company is attempting to raise funds through debt and/or equity offerings.  If successful, these additional funds will be used to provide working capital. Subsequent to September 30, 2008, the Company has entered into a Stock Purchase Agreement as described above that provided working capital and the capital to purchase the 79-acre H.O. Clarke property in Harris County, Texas.  Other efforts are on going to raise funds through debt and/or equity offerings.





In the long-term, the Company believes that cash flows from growth in its operations will provide the resources for continued operations.





The Company is also pursuing other strategic initiatives including a merger or sale of the Company, as opportunities are available.





There can be no assurance that the Company will have the ability to implement its business plan and ultimately attain profitability.  The Company’s long-term viability as a going concern is dependent upon three key factors, as follows:





The ability of the Company to control costs and increase revenues.
The ability of the Company to ultimately achieve adequate profitability and cash flows from operations to sustain its operations.







F-8


3.         Property and Equipment





Property and equipment consisted of the following at March 31, 2011:


2011Power generating equipment

$
3,428,194Machinery and equipment


160,746Capitalized Cost - Humble


20,03879 acres, Harris County, TX – HO Clarke


1,165,887Less accumulated depreciation


(2,595,401
)Total property and equipment, net

$
2,179,464





Depreciation expense for the three months ended March 31, 2011 was $190,780 and for the three months ended March 31, 2010 depreciation expense was $190,780. All depreciation is included in Selling, General and Administrative expenses.





4.         Notes Payable





As of March 31, 2011, there are three remaining notes payable of $191,250 due to the former limited partners of TBF-1.  These notes bear interest at 12.5% due semi-annually.  Principal is due in full in forty-eight months from the execution date of the note.  The notes are not collateralized.





On August 20, 2008, the Company entered into a Securities Purchase Agreement with accredited investors for the purchase of the Company’s convertible promissory notes in the aggregate amount of up to $2,900,000 bearing interest at 18% per annum, payable on or before August 19, 2011.  As of March 31, 2011, the Company has received $2,854,965.





The Securities Purchase Agreement contains provisions that if qualified financing is not secured by the maturity date, the Company will be required to issue warrants to the note holders resulting in a valuation of $5,000,000 provided that the strike price is $0.75.  In addition, the note holder has the right, but not the obligation, to convert all or a portion of the principal and accrued interest outstanding under its note into shares of common stock.





We have evaluated these features of our convertible promissory notes and determined that they meet the definition of embedded derivatives as defined by SFAS 133, “Accounting for Derivatives and Hedging Activities”, and have recorded derivative liabilities of $8,862 as of March 31, 2009, and $-0- as of December 31, 2009 and December 31, 2010.





5.         Stockholders’ Equity





During the three months ended March 31, 2011, the company issued no shares of its common stock.





6.         Commitments and Contingencies





Contractual obligations





On July 1, 2008, the Company relocated its corporate offices and executed a lease for five years for $11,130 per month.  The lease escalates at 10% per year.  During the fourth quarter 2010 the Company negotiated the transfer of the lease and was released from future liability under the terms of the lease.





During the fourth quarter 2010 the corporate offices relocated to shared offices spaces on a month to month basis without a lease obligation.





Litigation





None





7.         Related Party Transactions





From August 28, 2008 through March 31, 2011, fifteen (15) shareholders of the Company have participated in loans to the Company totaling $2,854,965 under a Stock Purchase agreement for the purposes of providing funds for capital expenditures and for working capital.





In January 2009, the Company’s Chief Executive Officer began to make advances for working capital and as of March 31, 2011 the balance of the unsecured note payable is $30,065.





F-9


8.         Subsequent Events





None.




9.
Fair Value Measurements





The Company adopted Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“SFAS 157”) on January 1, 2008.  SFAS 157, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis.  SFAS 157 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  As a basis for considering such assumptions, SFAS 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:




Level 1.

Observable inputs such as quoted prices in active markets for identical assets or liabilities;Level 2.

Inputs, other than quoted prices included within Level 1, that are observable either directly or indirectly; andLevel 3.

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.



























F-10


ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSES OF FINANCIAL CONDITION





The following discussion of the financial condition and plan of operations contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this annual report on Form 10-K.




Financial condition, liquidity and capital resources





At March 31, 2011, we had $2,183,792 in total assets and $5,765,283 in total liabilities, resulting in a stockholders’ equity (Deficit) of $(3,581,490). Our net working capital deficit at March 31, 2011 was ($3,390,241), which is a decrease in working capital since December, 31, 2010 of $164,233.





During the three months ended March 31, 2011, we incurred a net loss of ($344,393), which included $190,780 in non-cash depreciation expense. For the three months ended March 31, 2010, we incurred a net loss of ($527,357), which included $190,780 in non-cash depreciation expense





During the three month period ended March 31, 2011, we had no revenues.  Management decided not to incur the cost of operating the power plants for the following reasons: 1. continued high feedstock prices and low power prices during the winter; and 2. the need to move and relocate certain operating assets; and 3. the effort to finalize the acquisition of the H.O. Clarke property.  All of these factors caused management to focus on the future expansion of the H.O. Clarke property and not on current operations.





We believe our available resources, together with our anticipated operating revenue and the anticipated proceeds of certain planned short-term borrowings, will be sufficient to pay our anticipated operating expenses for a period of three to six months from the date of this quarterly report on Form 10-Q. Our available resources are not sufficient to pay all of our anticipated capital costs and we are presently seeking additional financing. We believe we will need at least $10 million in additional capital to finance our planned facility expansions and future acquisitions. Capital requirements are difficult to plan for companies like ours that are developing novel business models. We expect that we will need additional capital to pay our day-to-day operating costs, finance our feedstock and fuel inventories, and finance additions to our infrastructure, pay for the development of additional generating facilities and the marketing of our green electricity. We intend to pursue additional financing as opportunities arise.





Our ability to obtain additional financing will be subject to a variety of uncertainties. The inability to raise additional funds on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition and results of operations. If we are unable to obtain additional capital when required, we would be forced to scale back our planned expenditures, which would adversely affect our growth prospects.





As a result of our limited operating history, our operating plan and our growth strategy are unproven and we have limited insight into the long-term trends that may impact our business. There is no assurance that our operating plan and growth strategy will be successful or that we will be able to compete effectively, achieve market acceptance for green electricity or address the risks associated with our existing and planned business activities.





Plan of Operation





During the three months ending March 30, 2011, we incurred $256,754 in selling, general and administrative expenses for a net loss of ($355,015).  There was no operating income for this period as we completed the purchase of the H. O. Clarke power plant from NRG Energy.  We purchased this 79 acre site on March 20, 2009 for a price of $1,350,000.  This acquisition includes 79 acres of land at the intersection of South Main Street and Hiram Clarke Road, together with all infrastructure, equipment, buildings and other improvements.





The H. O. Clarke property is adjacent to a 500 MW switchyard operated by CenterPoint Energy and has ready access to the Texas ERCOT grid.  This decommissioned power plant was originally operated by Houston Lighting and Power with a total of 268 MW of gas fired steam generation until the 1980s.  An additional 78 MW of gas fired turbines were added to the distribution system as peaking units and were last used in 2004.  These peaking units have been removed from the site but the interconnection equipment remains.  We plan to evaluate the steam turbines for reuse and scrap the equipment that has no future utility.  We do not have sufficient financial resources to restore operation to this power plant and there can be no assurance that suitable financing will be available when needed.  If we are not able to attract adequate financing, we may have to delay or abandon plans for all or part of the recommissioning of this site.





The key to this site is its central location inside the nation’s fourth largest city and the opportunity to build a model Urban Renewable Power Plant.  We plan to form the Houston Clean Energy Park on this site to introduce a variety of renewable technologies for clean power.  Planned elements include biofueled electric generation, low emission gas turbine power generation and renewable syngas generation.  Future projects could include biomass and solar energy.





The facility has adjacent natural gas line access, fuel storage and pipelines and distribution system access as well as transmission power connection.  We plan to move certain of our biofueled generation assets to the site for connection to the distribution grid and study the feasibility of adding larger scale baseload equipment to the transmission grid in the future.  We feel that this site offers a unique opportunity to provide baseload and peaking power to the ERCOT transmission and distribution systems over time. There can be no assurances, however, that future contract prices for green electricity will provide sufficient revenue to offset our anticipated operating expenses.





We believe our Company has a unique market focus, is well positioned demographically and is operationally efficient. Many retail electric providers are actively seeking “green energy” for sale to environmentally conscious residential and commercial customers who are willing to pay more for electricity produced from renewable energy resources. Our expertise in the field and our innovative approach to green energy distinguish our Company from its competitors. Nevertheless, there is a possibility that new competitors, who could be better capitalized than our Company, could seize upon our business model and produce electricity more efficiently, which might allow them to capture a significant share of our target market.





Until we are able to negotiate contracts that provide for a significant green energy premium, we intend to rely on equity financing to cover our current and anticipated operating losses. We need additional capital and intend to take advantage of financing opportunities as they arise. There is no assurance that our current financial resources and the proceeds of any future financing activities will be sufficient to pay our operating costs.





Off-balance Sheet Arrangements





We have no off-balance sheet arrangements.





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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





We are a smaller reporting issuer as defined in Item 10 of Regulation S-K and are not required to report the quantitative and qualitative measures of market risk specified in Item 305 of Regulation S-K.





ITEM 4.
CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





We maintain disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information is accumulated and communicated to management, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.





In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. While the design of our disclosure controls and procedures is adequate for our current needs and anticipated future conditions, there can be no assurance that our current design will succeed in achieving its stated goals under all possible future conditions. Accordingly we may be required to modify our disclosure controls and procedures in the future.





Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2008. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded the design of our system of disclosure controls and procedures was not effective as of those dates to ensure that material information relating to our Company would be made known to them and that our system of disclosure controls and procedures was operating to provide a reasonable level of assurance that information required to be disclosed in our reports would be recorded, processed, summarized and reported in a timely manner.  These conclusions were based on the identification of the following material weaknesses:





·
We did not maintain an effective control environment including sufficient personnel with the requisite knowledge of Generally Accepted Accounting Principles (GAAP) and the rules and regulations established by the SEC and appropriate policies and procedures relative to the Company’s accounting finance and information technology functions;·
Inadequate controls over the process for the identification and implementation of the proper accounting for complex and non-routine transactions, particularly as they relate to hedge investments, financing and related party transactions;·
We did not properly segregate duties and restrict access to accounting systems and data, spreadsheets used for critical calculations were not properly controlled, agreements and contracts were not always promptly provided to the accounting function, and assets were not always properly safeguarded; and·
We do not have a comprehensive set of policies and procedures, related to corporate governance, accounting , human resources, and other significant matters.





·
We added or are initiating the following additional controls to the Company’s internal control over financial reporting, which we expect will improve such internal control subsequent to the date of the assessment and earlier assessments that also concluded internal controls were not effective. These changes are:





·
We have retained a qualified independent consultant to assist our Chief Financial Officer and accounting staff in matters relating to the identification and implementation of proper accounting procedures and provide guidance on financial reporting issues that apply to the Company;·
We performed additional analysis and other procedures in order to identify weaknesses in order to develop an adequate system of disclosure and financial controls,·
We are continuing to restructure certain departmental responsibilities as they relate to the financial reporting function,·
We have changed our accounting software package in order to provide stricter controls for our accounting functions and internal controls.·
We have retained a qualified Chief Financial Officer.





As a result of these changes, management believes that all material weaknesses have been remediated.





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Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our system of internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements and the reliability of financial reporting.  Because of their inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.





Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework. Based on that assessment, we believe that as of September 30, 2008, our internal control over financial reporting is effective.





Beginning with our Annual Report on Form 10-K for the year ending December 31, 2008, management’s report on internal control over financial reporting must contain a statement that our independent registered public accountants have issued an attestation report on management’s assessment of such internal controls and conclusion on the operating effectiveness of those controls, unless the SEC extends the compliance date for such auditor attestation.





Changes in Internal Control Over Financial Reporting





There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2011 that materially affected, or is likely to materially affect, our internal control over financial reporting.





Limitations on the Effectiveness of Internal Controls





Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.





PART II – OTHER INFORMATION





ITEM 1.   LEGAL PROCEEDINGSNoneITEM 1A.   RISK FACTORS





We are a smaller reporting issuer as defined in Regulation S-K and are only required to report material changes from the risk factors previously disclosed in our report on Form 10-K for the year ended December 31, 2010.





ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





NONE





ITEM 3. D  EFAULTS UPON SENIOR SECURITIESNONEITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSNONE.ITEM 5.   OTHER INFORMATIONNONE.  -5-
 ITEM 6.
EXHIBITS




(a)
EXHIBITS31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)32.1
Statement of Chief Executive Officer Pursuant to Section 1350 of Title 18 of the United States Code32.2
Statement of Chief Financial Officer Pursuant to Section1350 of Title 18 of the United States Code(b)
REPORTS ON FORM 8-KNONE






































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SIGNATURES





Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





BIOFUELS POWER CORPORATION




/s/ Rich DeGarmaRich DeGarma, Managing DirectorDated: May 22, 2011/s/ Sam H. Lindsey, Jr.Sam H. Lindsey, Jr., Chief Financial OfficerDated: May 22, 2011
































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