BlueFire Equipment : Interim Disclosure Report Q3 September 30, 2021

BLUEFIRE EQUIPMENT CORPORATION

A Colordo Corporation

487 Ouellette Avenue

Windsor, Ontario N9AJ2 Canada

________________________________

(519)-816-6666 [e-mail]

SIC 1547705

QUARTERLY REPORT

AND

DISCLOSURE STATEMENT

For the Third Quarter Ending: September 30, 2021

As of our current reporting period ended, September 30, 2021, the number of shares outstanding of our Common Stock was: 33,947,368 Shares.

As of our prior reporting period ended, June 30, 2021, the number of shares outstanding of our Common Stock was: 33,947,368 Shares.

As of our most recent completed fiscal year ended December 31, 2020, the number of shares outstanding of our Common Stock was: 33,947,368 Shares.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2
of the Exchange Act of 1934):
Yes: ☐	No: 
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐	No: 
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐	No: 

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

BlueFire Equipment Corporation

1. 1 "Change in Control" shall mean any events resulting in:

2. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
3. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
4. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
5. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g., active, default, inactive):

Incorporated in Delaware on June 10, 2008, changed domiciles on September 27, 2021 to Colorado in good standing in Colorado on January 5, 2022.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

487 Ouellette Avenue, Windsor, Ontario N9AJ2 Canada

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: 

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: 

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

NA

2)	Security Information
Trading symbol:	BLFR
Exact title and class of securities outstanding:	Common
CUSIP:		78446R108
Par or stated value:	$0.001
Total shares authorized:	2,000,000,000as of date: September 30, 2021
Total shares outstanding:	33,947,368	as of date: September 30, 2021
Number of shares in the Public Float2:	12,143,315	as of date: September 30, 2021
Total number of shareholders of record:	6	as of date: September 30, 2021
Additional class of securities (if any):
Trading symbol:	N/A
Exact title and class of securities outstanding:	Series A Preferred
CUSIP:		N/A
Par or stated value:	$0.0001
Total shares authorized:	50,000,000	as of date: September 30, 2021
Total shares outstanding:	1,000,000	as of date: September 30, 2021

Each share of Series A Preferred Stock is convertible into shares of the Corporation's common stock on a one for one basis but carries voting rights equal to 21 votes for each share of Series A Preferred Stock held.

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

In addition, there are fifty million (50,000,000) shares of authorized but undesignated shares of Preferred Stock, $0.0001 par value out of which the Corporation's Board of Directors may designate to be issued in one or more series of preferred stock, having the designations, powers, preferences, rights, qualifications, limitation and restrictions of the shares of each series of preferred stock and the number of shares constituting such series. The Board of Directors may increase the number of any series of preferred stock that has been designated, out of shares available for such increase (i.e. shares of authorized but undesignated preferred stock and any cancelable shares of designated but unissued shares of preferred stock.) The Board of Directors may decrease the number of shares of any series of preferred stock but not to the extent that shares of such series have been fixed by the designation or such shares are outstanding and not subject to any separate affirmative right of the Corporation to cancel the same.

Transfer Agent

Name:	Issuer Direct Corporation
Phone:	(919)-481-4000
Email:	[e-mail]
Address:	One Glenwood Ave., Suite 1001
	Raleigh, NC 27603

Is the Transfer Agent registered under the Exchange Act?3

Yes:  No: ☐

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.

1. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: 

Shares Outstanding as of Most Recent Fiscal Year
End:		Opening Balance		*Right-click the rows below and select "Insert" to add rows as needed.
Date	June 30, 2021 Common: 33,947,368
		Preferred: 1,000,000
Date of		Transaction	Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption or
Transaction	type (e.g., new	Shares	Securities	shares	shares	Shares were issued	issuance (e.g. for	Unrestricted as	Registration
		issuance,	Issued (or		issued	issued at a	to (entities must	cash or debt	of this filing.	Type.
		cancellation,	cancelled)		($/per	discount to	have individual	conversion) -
		shares			share) at	market	with voting /	OR-
		returned to			Issuance	price at the	investment control	Nature of
		treasury)				time of	disclosed).	Services
						issuance?		Provided
						(Yes/No)

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

NA	NA	NA	NA	NA	NA	NA	NA	NA	NA

Shares Outstanding on Date of This Report:

Ending Balance:

Date September 30, 2021 Common: 33,947,368

Preferred: 1,000,000

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2018, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2016 through September 30, 2018 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

1. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe any issuance of promissory notes, convertible notes or convertible debentures in the past two completed fiscal years and any subsequent interim period.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements:

		Principal		Conversion Terms (e.g., pricing
Date of Note	Outstanding	Amount at	Maturity	mechanism for determining	Name of Note	Reason for Issuance (e.g.
Issuance	Balance ($)	Issuance ($)	Date	conversion of instrument to shares)	Holder	Loan, Services, etc.)
4/1/2011	$0.00	$100,000	4/1/2012	Disc'nt to mkt per WMA Settlement	Imad Naijar	See Note 1, Note 3 and Note 5
				pre Naijar to debt forgiveness
7/1/2011	$0.00	$25,000	7/1/2012	Disc'nt to mkt per WMA Settlement	Imad Naijar	See Note 1, Note 3 and Note 5
				pre Naijar to debt forgiveness
8/11/2011	$0.00	$25,000	8/11/2012	Disc'nt to mkt per WMA Settlement	Imad Naijar	See Note 1, Note 3 and Note 5
				pre Naijar to debt forgiveness
4/10/2013	$0.00	$150,000	4/10/2014	Disc'nt to mkt per WMA Settlement	Imad Naijar	See Note 1, Note 2, Note 3
				pre Naijar to debt forgiveness		and Note 5
8/6/2013	$0.00	$50,000	8/6/2014	Disc'nt to mkt per WMA Settlement	Imad Naijar	See Note 1, Note 2, Note 3
				pre Naijar to debt forgiveness		and Note 5
9/25/2013	$0.00	$50,000	9/25/2014	Disc'nt to mkt per WMA Settlement	Imad Naijar	See Note 1, Note 2, Note 3
				pre Naijar to debt forgiveness		and Note 5
11/22/2013	$0.00	$50,000	11/22/2014	Disc'nt to mkt per WMA Settlement	Imad Naijar	See Note 1, Note 2, Note 3
				pre Naijar to debt forgiveness		and Note 5
10/18/2018	$0.00	$1,969	10/18/2019	50% discount to the bid on the day	Imad Naijar	See Note 4 and Note 5
				prior to the date of conversion
10/28/2018	$0.00	$3,000	10/18/2019	50% discount to the bid on the day	Amanda Korn	See Note 4 and Note 5
				prior to the date of conversion
12/31/2018	$0.00	$12,874	12/31/2019	50% discount to the bid on the day	Ali Ahmed	See Note 4 and Note 5
				prior to the date of conversion
3/07/2019	$0.00	$3,780	3/07/2020	50% discount to the bid on the day	Amanda Korn	See Note 4 and Note 5
				prior to the date of conversion

Use the space below to provide any additional details, including footnotes to the table above:

Notes:

1. The original issuance was made as a cash loan to the Corporation. Mr. Imad Al Naijar acquired 100% this promissory note from World Market Ventures, Inc. who had acquired it from Cannon Investments, Inc. who had acquired it from Tyson Rhodes. World Market Ventures, Inc. acquired the note in a series of transactions that also included settlements for shares issuable. It was necessary for the note(s) to remain outstanding due largely to a

provision in this and three other related settlement agreements that contained a collective "equity blocker" provision. The equity blocker allowed WMV to be able to receive a very large number of shares of the Corporation and at the same time to avoid becoming an "affiliate" by limiting the shares that could be issued to it at any given time (to a maximum of 9.9% of the total issued and outstanding number of shares). By accepting only equity as payment for the debt that it was owed by the Corporation, WMV planned to convert the debt in pieces, sell the shares it received on conversion at its own pace, as long as WMV wasn't an affiliate or control person. By entering into the agreements allowing conversion of the debt into equity, WMV allowed the Corporation to avoid needing cash to satisfy the notes, it avoided having penalties and interest to continue to climb and it got the Corporation out of a position of default with respect to those loans. The settlements were clear that only shares of stock could be used to pay the balances due under the notes and what that meant was notes needed to remain outstanding as obligations of the Corporation in order to have the conversion notices function properly. That is each time a conversion notice is given, shares are issuable, and the total number of shares issuable and the value that had previously been set would be deducted as the shares related to that conversion became issuable (they could not be considered "issuable" or "due to subscriber" prior to the issuance of a specific conversion notice; this is so even if the terms were already known because that would violate the Corporation's obligation under the equity blocker provisions. Stated a little differently, the conversion rate had been agreed to in advance BUT it was a critical part of the settlement agreements that the equity blocker(s) be in place and that the shares could not be issued until the note holder sent a conversion notice. Only then could and would the shares be issuable. Until then, although the reduced balance due under the settlement agreements was only payable in shares, the liabilities were expressed and carried as monetary amounts due (not shares due.) This is because, if all of the shares needed to satisfy the debt to be settled had been issued at one time or became due and owing at one time, WMV would have become an affiliate of the Corporation and in becoming an affiliate, WMV would have also become a "control person," both of which would have worked directly against WMV's ability to sell shares (a very important element necessary to induce WMV to become willing to limit the consideration it could receive from the Corporation to only equity.) This is critical because WMV would not have agreed to limit the consideration it was willing to receive, to shares of stock only. That is, if there were going to be limitations such as those imposed on affiliates and control persons; limitations that would reduce the frequency of sales or amounts of shares that could be sold and therefor limits on its ability to realize the value it was owed, WMV would not have agreed to the rest of the terms of the transaction.

1. WMV acquired these notes from Levantara, SA separately and entered into substantially the same type of settlement / conversion agreements with respect to them as it had with the Corporation when it acquired the promissory notes from Cannon as described in Note 1 above.
2. Imad Al Naijar acquired this note as part of larger acquisition of all notes held by WMV and the rights under them pursuant to the settlement agreements entered into by and between the Corporation and WMV and then as of September 30, 2021 Imad Al Naijar forgave the debt due under the note and settlement agreement(s) related thereto.
3. This promissory note was based on funds directly advanced by the holder and then as of September 30, 2021 the holder so listed forgave the debt due under the note.
4. The amounts due under the notes were forgiven by the Corporation's creditors (note holder) because they each realized that the Corporation would be best served if it had a "clean balance sheet (without substantial liabilities), a position that would benefit the former note holder other than as a note holder. Only in that position could the Corporation proceed with its plans to enter into a share exchange agreement or merger agreement with another operating company.

1. Financial Statements

1. The following financial statements were prepared in accordance with: U.S. GAAP
2. The financial statements for this reporting period were prepared by (name of individual)4:

Name:	Jason Reid
Title:	Accountant
Relationship to Issuer:	Independent Accountant

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods. Items C - F, comprising the unaudited financial statements and notes thereto for the interim period ending September 30, 2021 are posted separately and are incorporated by reference as though fully set forth herein.

1. Balance sheet;
2. Statement of income;
3. Statement of cash flows;
4. Financial notes; and
5. Audit letter, if audited

4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.