All Energy Corp - FORM 10-K

Attached files

file	filename
EX-10.7 - All Energy Corp	v181264_ex107.htm
EX-10.6 - All Energy Corp	v181264_ex106.htm
EX-22.1 - All Energy Corp	v181264_ex221.htm
EX-10.2 - All Energy Corp	v181264_ex102.htm
EX-31.1 - All Energy Corp	v181264_ex311.htm
EX-10.1 - All Energy Corp	v181264_ex101.htm
EX-10.5 - All Energy Corp	v181264_ex105.htm
EX-10.8 - All Energy Corp	v181264_ex108.htm
EX-32.1 - All Energy Corp	v181264_ex321.htm
EX-10.3 - All Energy Corp	v181264_ex103.htm
EX-10.4 - All Energy Corp	v181264_ex104.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2009

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period From ________ to ________

Commission File No. 0-29417

ALL Fuels & Energy Company

(Exact name of registrant as specified in its charter)

Delaware

62-1581902

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer Identification Number)

6165 N.W. 86th Street, Johnston, Iowa 50131

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (515) 331-6509

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

Securities Registered under Section 12(g) of the Exchange Act: Common Stock, $0.01 par value

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

Indicate 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 [X]

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 (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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company)

Smaller reporting company [X]

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

The aggregate market value of the voting stock held by non-affiliates computed based on the closing price of such stock as of June 30, 2009, was approximately $400,000.

The number of shares outstanding of the issuer's common equity as of April 14, 2010, was 52,674,386 shares of common stock, par value $.01.

Documents Incorporated by Reference: None.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements about our beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “target”, “goal” and similar expressions are intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in the forward-looking statements. Our ability to achieve our financial objectives could be adversely affected by many factors, including, without limitation, the following factors:

– the risk of substantial inflation;

– the survival of the Unites States’ economy as a free-market economy;

– the strength of the United States economy;

– changes in the securities markets;

– legislative or regulatory changes;

– events that deprive us of the services of our president, Dean E. Sukowatey;

– whether we are able to obtain adequate capital with which to accomplish our objectives; and

– our ability to manage the risks involved in the foregoing.

However, other factors besides those listed above or discussed elsewhere in this Annual Report also could adversely affect our results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. These forward-looking statements are not guarantees of future performance, but reflect the present expectations of future events by our management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Any forward-looking statements made by us speak only as of the date they are made. We do not undertake to update any forward-looking statement, except as required by applicable law.

PART I

Item 1. Business

Available Information

ALL Fuels & Energy Company files or furnishes annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"). The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.

We also make available, free of charge through our internet website (www.allfuelsandenergy.com), our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Business Objective

With the condition of the ethanol industry becoming weakened over the past two years, we began to pursue certain ethanol-related opportunities through our Ethanol Group. However, it remains our goal to become a significant producer of ethanol and its co-products in the United States, that is, to become a producer of at least 500 million gallons of ethanol annually.

Recent and Current Business Activities

Acquisition Activities. During the first quarter of 2010, we have identified at least three existing ethanol plants that we are attempting to acquire.

In March 2010, we announced that we had secured an agreement for a period of exclusivity in which to negotiate and sign a purchase agreement to acquire an ethanol plant located in the Midwest United States. We have begun our due diligence efforts to complete the proposed purchase and continue to negotiate the final terms of the proposed acquisition. We believe that we will be able to reach an agreement on the terms of the proposed acquisition. However, while we believe that we will be able to obtain the financing necessary to complete this acquisition, we have not yet obtained any binding commitment for such financing.

The acquisition opportunity described in the foregoing paragraph became available to us shortly after the conclusion of our unsuccessful 2009 efforts to acquire another ethanol plant. These efforts related to an ethanol plant located in Jefferson, Wisconsin, and owned by Renew Energy, LLC, as a debtor-in-possession under Chapter 11 of the Bankruptcy Code. Throughout the last half of 2009, we focused on acquiring the Renew Energy plant. These efforts resulted in our leading a team that achieved a “qualified bidder” status for the auction of the Renew Energy plant. At the auction of the Renew Energy plant, we submitted a bid of $77 million, the highest bid at the auction. However, a bid of $72 million submitted by Valero Energy was selected as the “best” bid at the auction. Following the auction, we filed a motion in the bankruptcy court seeking to nullify the auction, in light of certain perceived irregularities occurring at the auction. We were not successful in these efforts.

While not successful in our efforts in acquiring the Renew Energy plant, those efforts provided invaluable business relationships that we believe will serve us well in the future.

Ethanol-Related Activities. As 2008 came to an end, in response to the ethanol industry’s then-current state of high stress, we created a business division known as “ALL Fuels Ethanol Group”. We believe there exist numerous opportunities to leverage our ethanol expertise to become an active participant in the ethanol production industry through this division. In 2009, the Ethanol Group generated approximately $8,000 in revenues. We continue to develop this division, while primarily seeking the acquisition of one or more ethanol plants.

Our Company in the Current Business Climate

General. 2008 and 2009 were years of high stress for the ethanol industry. The ethanol industry continues its recovery from the period of historically-high oil prices occurring throughout most 2008. The industry recovery has been made more difficult by the recent downturn in the U.S. economy and the associated chaos in the national and international financial markets. However, in the current climate, we believe there exist numerous opportunities to leverage our company’s ethanol expertise to become an active participant in the ethanol production industry.

Acquisition Activity. As discussed above, despite the ethanol industry’s experiencing a great degree of uncertainty, we continue to pursue the acquisition of one or more operating ethanol production facilities. In March 2010, we announced that we had secured an agreement for a period of exclusivity in which to negotiate and sign a purchase agreement to acquire an ethanol plant located in the Midwest United States. We have begun our due diligence efforts to complete the proposed purchase and continue to negotiate the final terms of the proposed acquisition. We believe that we will be able to reach an agreement on the terms of the proposed acquisition. However, while we believe that we will be able to obtain the financing necessary to complete this acquisition, we have not yet obtained any binding commitment for such financing. There is no assurance that we will be able to obtain the funding needed to purchase a facility.

ALL Fuels Ethanol Group. In response to the ethanol industry’s high-stress state during 2008, we created a business division known as “ALL Fuels Ethanol Group”. We believe there exist numerous opportunities to leverage our ethanol expertise to become an active participant in the ethanol production industry through this division. In 2009, the Ethanol Group generated approximately $8,000 in revenues. We continue to develop this division, while primarily seeking the acquisition of one or more ethanol plants.

Enzyme Development. During 2008 and the first half of 2009, we pursued an agreement with a leading research institution for the development and commercialization of an ethanol “super” enzyme, producing cellulosic ethanol with theoretical significant savings in ethanol production costs. These efforts have been halted until such time as we possess adequate capital with which to continue our efforts in this area. There is no assurance that we will ever be successful in developing and commercializing any enzyme products.

Our Competitive Advantages and Disadvantages

Competitive Advantages. Our management believes our company possesses a high level of expertise in the ethanol industry, particularly in the ethanol production process. Our Ethanol Group efforts seek to exploit this ethanol expertise.

Competitive Disadvantages. While our management believes we possess certain competitive advantages, there are certain competitive disadvantages that we must overcome. Initially, we have not achieved name recognition with the ethanol industry. Further, we do not possess excess capital with which to accomplish our Ethanol Group’s objectives nor do we possess capital sufficient for the acquisition of an operating ethanol plant. We may never obtain sufficient capital with which to accomplish our objectives.

Ethanol Industry Overview

Over the past decade, the ethanol industry has grown significantly, with United States production increasing from 1.63 billion gallons in 2000 to 10.75 billion gallons in 2009, according to the Renewable Fuels Association. According to the U.S. Energy Information Administration, ethanol blends accounted for approximately 8% of the U.S. gasoline supply for all of 2009. Due to environmental concerns, increasing and volatile crude oil prices, energy independence concerns and associated national security concerns, we believe that ethanol will continue to experience increased demand in the U.S., as there remains a focus on reducing reliance on petroleum-based transportation fuels.

Currently, most U.S. ethanol is produced from corn grown in Illinois, Iowa, Minnesota, Nebraska and South Dakota, where corn is abundant. In addition to corn, the production process employs natural gas or, in some cases, coal to power the production facilities. Proximity to sufficient low-cost corn (or other feedstock) and natural gas supply are important competitive factors for ethanol producers.

Ethanol is marketed across the U.S. as a gasoline blend component that serves as a clean air additive, an octane enhancer and a renewable fuel resource. It is blended with gasoline (i) as an oxygenate to help meet fuel emission standards, (ii) to improve gasoline performance by increasing octane levels and (iii) to extend fuel supplies. Also, a small amount of ethanol is used as E85, a renewable fuels-driven blend comprised of up to 85% ethanol. We expect that the use of ethanol as E85 will continue to grow.

Historically, the principal factors affecting the price of ethanol are:

- The price of gasoline. The price of ethanol over the long term has moved in relation to the price of gasoline, which closely follows the price of oil.

- Federal ethanol tax incentives. The Volumetric Ethanol Excise Tax Credit (VEETC) enables refiners and blenders to pay a premium for ethanol relative to the price of gasoline.

- Supply and Demand Fundamentals of Ethanol. The ethanol industry has experienced rapid growth in supply capacity and demand, in recent years. During periods when supply has exceeded demand, the price of ethanol has tended to drop below the cost of wholesale gasoline plus the value of the VEETC. During periods when demand has exceeded supply, the price of ethanol tended to be at or above the cost of wholesale gasoline plus the value of the VEETC.

It is our belief that the environmental benefits of ethanol use, the ability of ethanol to improve gasoline performance, the usefulness of ethanol as a fuel-supply extender, the favorable production economics associated with ethanol and the current favorable government incentives could enable ethanol to comprise an increasingly larger portion of the U.S. fuel supply.

Environmental Benefits. During the 1990’s, federal laws began to mandate the use of oxygenates in reformulated gasoline in cities with unhealthy levels of air pollution, on a seasonal or full-time basis. At that time, these oxygenates included ethanol and methyl tertiary butyl ether (MTBE) which, when blended with gasoline, reduce vehicle emissions. Although the federal oxygenate requirement was eliminated in 2006, oxygenated gasoline continues to be used, in order to meet various current federal and state air emissions standards. In the U.S., the refining industry has substantially abandoned the use of MTBE, making ethanol the primary clean-air oxygenate currently in use.

Improved Gasoline Performance. With an octane rating of 113, ethanol is used to increase the octane value of the gasoline with which it is blended. Gasoline enhanced with ethanol improves engine performance. Ethanol is used as an octane enhancer in two ways. First, ethanol is used to produce regular grade gasoline from lower-octane gasoline blending stocks. Second, ethanol is used to upgrade regular grade gasoline to premium grades.

Fuel-Supply Extender. Currently, ethanol is an important blending component used by refiners to extend gasoline supplies. From 1980 to 2008, domestic petroleum refinery output increased approximately 29%, while domestic gasoline consumption increased approximately 36%, during the same period. (Source: Energy Information Administration). By blending ethanol with gasoline, refiners are able to expand the volume of the gasoline they are able to sell. In 2009, an ethanol industry trade association requested that the U.S. Environmental Protection Agency (EPA) approve the use of gasoline containing up to 15% ethanol. The EPA has not taken any formal action with respect to this request. Should the EPA permit the requested increase in allowable ethanol content in gasoline, we believe that an increase in demand for ethanol could result.

Economics of Ethanol Blending. The cost to produce a gallon of ethanol is currently at or below the cost of producing a gallon of petroleum-based gasoline. This favorable production environment is further enhanced by the existing blender’s $0.45 per gallon tax credit.

Renewable Fuels Mandate. In addition to the existing blender’s tax credit, the expansion in ethanol usage has also been driven by federal legislative actions requiring the use of renewable fuels, including ethanol. The Energy Independence and Security Act of 2007, confirmed by the EPA regulations on the Renewable Fuel Standard, or RFS 2, issued on February 3, 2010, mandated a minimum usage of corn-derived renewable fuels of 10.5 billion gallons in 2009 and 12.0 billion gallons in 2010. This mandate for corn-based ethanol increases to 15.0 billion gallons for 2015.

Ethanol Production Process

Ethanol is typically either produced by a dry-milling or wet-milling process. Although the two processes feature numerous technical differences, the primary operating trade-off of the wet-milling process is a higher co-product yield in exchange for a lower ethanol yield. In the dry-mill process of converting corn into ethanol, each bushel of corn yields approximately 2.8 gallons of ethanol and approximately 18 pounds of distillers grains.

Ethanol Co-Products.

Dried Distillers Grain with Solubles (DDGS). A co-product of dry-mill ethanol production, DDGS is a high-protein and high-energy animal feed that is sold primarily as an ingredient in beef and dairy cattle feed. DDGS consists of the concentrated nutrients remaining after the starch in corn is converted to ethanol.

Wet Distillers Grains with Solubles (WDGS). WDGS is similar to DDGS, except that the final drying stage applied to DDGS is bypassed and the product is sold as a wet feed. WDGS is an excellent livestock feed with better nutritional characteristics than DDGS. However, higher costs of storage and transportation are associated with WDGS.

Corn Oil. Corn oil can be produced as a co-product of ethanol production by installing equipment to separate the oil from the distillers grains during the production process. Corn oil can be sold as an animal feed and commands higher prices than DDGS. It can also be used to produce biodiesel, a clean burning alternative fuel that can be used in diesel engines with petroleum diesel to lower emissions and improve lubricity.

Raw Material Supply and Pricing; Risk Management

Our management will seek to mitigate our exposure to commodity price fluctuations by purchasing a portion of our corn requirements on a fixed price basis and by purchasing corn and natural gas futures contracts. To mitigate ethanol price risk, our management intends to sell a portion of our future production under fixed price and indexed contracts. It can be expected that our indexed contracts will be referenced to a futures contract, such as unleaded gasoline on the NYMEX, and that we may hedge a portion of the price risk associated with index contracts by selling exchange-traded unleaded gasoline contracts. Our management believes this strategy will reduce somewhat the volatility of our operating results. However, no assurances can be made in this regard.

Marketing

During the early years of our operations, we intend to have agreements with one or more companies for the marketing, including billing, receipt of payment and other administrative services, for all of the ethanol that we produce. In addition, we will have marketing agreements for the DDGS and carbon dioxide generated by a facility. Should we ever determine to market and sell our own ethanol, we will be required to establish our own marketing, distribution, transportation and storage infrastructure. Involved in this undertaking would be obtaining sufficient numbers of railcars and storage depots near our customers and at other strategic locations to ensure efficient delivery of our finished ethanol product. Also, we would be required to hire or retain an outside marketing and sales force and logistical and other operational personnel to staff adequately our distribution activities.

With respect to our distillers grains, we expect that they will be sold locally for use as animal feed, during the first years of our operations.

Competition

Domestic Competition. The ethanol industry is highly competitive. Our prospective competitors are located throughout the United States, nearly all of which can be expected to possess greater resources than our company. In 2009, the three largest ethanol producers in North America were Archer-Daniels-Midland Company, POET, LLC and Valero Energy Corporation. According to the RFA, as of March 18, 2010, there were 189 ethanol-producing plants in the U.S., with a total annual production capacity of 12.6 billion gallons of ethanol. As of that date, several new plants were under construction or undergoing expansion. By the end of 2010, annual U.S. ethanol production capacity could be in excess of 13.0 billion gallons.

Foreign Competition. Foreign producers of ethanol are an additional source of competition in the ethanol industry. The impact of this foreign competition may significantly in the future. Large international companies with extensive resources have developed, or are developing, increased foreign ethanol production capacities. Brazil, the second largest ethanol producer in the world, produces ethanol primarily from sugarcane, a lower-cost feed stock than is corn. The Caribbean region is also eligible for tariff reduction or elimination upon importation to the United States under a program known as the Caribbean Basin Initiative. Ethanol imported from Caribbean Basin countries may become a less expensive alternative to ethanol domestically produced, although infrastructure deficiencies may temper the market impact on the U.S.

Ethanol Co-Products. With respect to distillers grains (DDGS and WDGS), we will compete primarily with other ethanol producers, as well as a number of large and small suppliers of competing animal feed. We believe the principal competitive factors are price, proximity to purchasers and product quality. We cannot assure you that we will be able to compete successfully in this market.

Legislation and Regulatory Matters

The Energy Independence and Security Act of 2007. On December 19, 2007, the Energy Independence and Security Act of 2007 was enacted into law. This law significantly increases the mandated usage of renewable fuels (ethanol, bio-diesel or any other liquid fuel produced from biomass or biogas). The law increases the renewable fuels standard established originally under the Energy Policy Act of 2005 to 36 billion gallons by 2022, of which the mandate for corn-based ethanol is limited to 15 billion gallons by 2015.

The Federal Ethanol Tax Incentive Program. First passed in 1979, the VEETC (commonly referred to as the “blender’s credit”) program allows gasoline distributors who blend ethanol with gasoline to receive a federal excise tax credit of $0.45 per gallon of pure ethanol used, that is, $0.045 per gallon for E10 (gasoline with an ethanol content of 10% ethanol) and $0.3825 per gallon for E85 (gasoline with an ethanol content of 85% ethanol). Currently, the blender’s credit is to expire in December 31, 2010. However, our management believes the blender’s credit will be extended prior to expiration, as has been done historically. To ensure that the blender’s credit serves to boost domestic production, federal policy has insulated the domestic ethanol industry from foreign competition by levying a $0.54 per gallon tariff on all imported ethanol.

Ethanol imports from 24 countries in Central America and the Caribbean Islands are exempt from this tariff under the Caribbean Basin Initiative (CBI), in order to encourage economic development in that region. Under the terms of the CBI, member nations may export ethanol into the U.S. up to a total limit of 7% of U.S. production per year (with additional exemptions from ethanol produced from feedstock in the Caribbean region over the 7% limit). In 2006, there were also significant imports of ethanol from non-CBI countries. Although these imports were subject to the tariff, significant increases in the price of ethanol in 2006 made the importation of ethanol from non-CBI countries profitable, in spite of the tariff. During 2009, there were no material imports of ethanol into the U.S. In the past, significant imports of ethanol into the U.S. have had a negative effect on ethanol prices.

Use of Fuel Oxygenates. Ethanol is used by the refining industry as a fuel oxygenate, which, when blended with gasoline, allows engines to burn fuel more completely and reduce emissions from motor vehicles. The use of ethanol is an oxygenate had been propelled by regulatory factors, specifically two programs in the federal Clean Air Act Amendments of 1990, that required the use of oxygenated gasoline in areas with unhealthy levels of air pollution. Although the federal oxygenate requirements for reformulated gasoline included in the Clean Air Act were completely eliminated on May 5, 2006, by the Energy Policy Act of 2005, refiners continue to use oxygenated gasoline in order to meet continued federal and state fuel emission standards.

State Mandates. Several states, including Missouri and Oregon, have enacted mandates that currently require ethanol blends of 10% ethanol in motor fuel sold within the state. Another state, Minnesota, has a 20% renewable fuel mandate that goes into effect in 2012. These mandates serve to increase demand for ethanol. As more states consider mandates, or if existing mandates are relaxed or eliminated, the demand for ethanol can be affected.

Environmental Matters

Once established, our ethanol production operations will be subject to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground; the generation, storage, handling, use, transportation and disposal of hazardous materials; and the health and safety of our employees. These laws, regulations and permits also can require expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, natural resource damage, criminal sanctions, permit revocations and/or facility shutdowns. We do not anticipate a material adverse effect on our business or financial condition as a result of our compliance with these requirements. Currently, we cannot predict whether we will incur material capital expenditures for environmental controls, beyond the initial construction costs.

There is a risk of liability for the investigation and cleanup of environmental contamination at each of the properties that we own or operate and at off-site locations where we arrange for the disposal of hazardous substances. If these substances have been or are disposed of or released at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under CERCLA or other environmental laws for all or part of the costs of investigation and/or remediation and for damage to natural resources. We may also be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from these properties. Some of these matters may require us to expend significant amounts for investigation and/or cleanup or other costs.

In addition, new laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could require us to make additional significant expenditures. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at our ongoing operations. Present and future environmental laws and regulations (and related interpretations) applicable to our then-current operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial capital and other expenditures. Our air emissions will be subject to the federal Clean Air Act, the federal Clean Air Act Amendments of 1990 and similar state and local laws and associated regulations. The U.S. EPA has promulgated National Emissions Standards for Hazardous Air Pollutants, or NESHAP, under the federal Clean Air Act that could apply to facilities that we may own or operate, if the emissions of hazardous air pollutants exceed certain thresholds. Because other domestic ethanol manufacturers will have similar restrictions, however, we believe that compliance with more stringent air emission control or other environmental laws and regulations is not likely to materially affect our competitive position.

Employees

We currently have two employees, who are also officers. We expect that we will hire non-management employees as such time as we complete an acquisition of one or more ethanol plants. We will continue to retain the services of independent contractors and outside professionals on an as-needed basis.

Item 1A. Risk Factors

Not applicable.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

We lease a small office in Johnston, Iowa, at a monthly rental of $250. We own office equipment necessary to conduct our current business.

Item 3. Legal Proceedings

We are not currently involved in any legal proceedings.

Item 4. Submission of Matters to Vote of Security Holders

No matter was submitted to our shareholders during the last three months of 2008.

In April 2007, holders of approximately 60% of our common stock, acting by written consent in lieu of a meeting, approved an amendment to our amended and restated certificate of incorporation, whereby our authorized capital would be increased to 700,000,000 shares of $0.01 par value common stock and 50,000,000 shares of $0.01 par value preferred stock. It is expected that such amendment will be filed in the near future.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the OTC Bulletin Board, under the symbol “AFSE”. The table below sets forth, for the periods indicated, the high and low sale prices for our common stock, as reported by the OTC Bulletin Board.

Period

High*

Low*

2008

First Quarter

$.71

$.45

Second Quarter

$.74

$.17

Third Quarter

$.22

$.03

Fourth Quarter

$.03

$.01

2009

First Quarter

$.03

$.02

Second Quarter

$.03

$.0175

Third Quarter

$.03

$.0125

Fourth Quarter

$.116

$.013

2010

First Quarter

$.06

$.012

The foregoing prices have been adjusted to reflect a (a) one-for-seventeen reverse split of our common stock occurring in September 2004 and (b) a one-share-for-every-two-shares forward split of our common stock occurring in May 2007.

You should note that our common stock is likely to experience significant fluctuations in its price and trading volume. We cannot predict the future trading patterns of our common stock.

Holders

On April 5, 2010, the number of record holders of our common stock, excluding nominees and brokers, was 275 holding 52,674,386 shares.

Dividends

We have never paid cash dividends on our common stock. We intend to re-invest any future earnings into our company for the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average

exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance

Equity compensation plans approved by security holders

-0-

Equity compensation plans not approved by security holders

-0-

Individual Compensation Arrangements

-0-

Recent Issuances of Unregistered Securities

During the last three months of 2009, we issued unregistered securities, as follows:

1. (a) Securities Sold. In November 2009, we issued a $10,000 principal amount convertible promissory note, bearing interest at 10% per annum and payable on demand; (b) Underwriter or Other Purchasers. Such convertible promissory note was issued to Dean E. Sukowatey; (c) Consideration. Such convertible promissory note was issued in consideration of a $10,000 loan; (d) Exemption from Registration Claimed. The convertible promissory note is exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering; and (e) Terms of Conversion or Exercise. The convertible promissory note may be converted into shares of common stock at the rate of one share for every $.01 of indebtedness converted.

Subsequent to December 31, 2009, we have issued unregistered securities, as follows:

2. (a) Securities Sold. In January 2010, we issued an $11,000 principal amount convertible promissory note, bearing interest at 10% per annum and payable on demand; (b) Underwriter or Other Purchasers. Such convertible promissory note was issued to Dean E. Sukowatey; (c) Consideration. Such convertible promissory note was issued in consideration of a $11,000 loan; (d) Exemption from Registration Claimed. The convertible promissory note is exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering; and (e) Terms of Conversion or Exercise. The convertible promissory note may be converted into shares of common stock based on the market price of our common stock on the date of conversion.

3. (a) Securities Sold. In January 2010, we issued a $65,000 principal amount convertible promissory note, bearing interest at 8% per annum and payable on demand; (b) Underwriter or Other Purchasers. Such convertible promissory note was issued to Asher Enterprises, Inc.; (c) Consideration. Such convertible promissory note was issued pursuant to a securities purchase agreement; (d) Exemption from Registration Claimed. The convertible promissory note is exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering; and (e) Terms of Conversion or Exercise. The convertible promissory note may be converted into shares of common stock at the rate of one share for every $.01 of indebtedness converted.

4. (a) Securities Sold. 1,000,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Newlan & Newlan; (c) Consideration. Such shares of common stock were issued pursuant to a legal services letter agreement and were valued at $10,000, in the aggregate; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

5. (a) Securities Sold. 50,000 shares of common stock were issued; (b) Underwriter or Other Purchasers. Such shares of common stock were issued to Brad Knaack; (c) Consideration. Such shares of common stock were issued as a bonus and were valued at $2,000; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the condensed consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. If such estimates and assumptions prove to be inaccurate, we may be required to make adjustments to these estimates in future periods.

Litigation and Tax Assessments. Should we become involved in lawsuits, we intend to assess the likelihood of any adverse judgments or outcomes of any of these matters as well as the potential range of probable losses. A determination of the amount of accrual required, if any, for these contingencies will be made after careful analysis of each matter. The required accrual may change from time to time, due to new developments in any matter or changes in approach (such as a change in settlement strategy) in dealing with these matters.

Additionally, in the future, we may become engaged in various tax audits by federal and state governmental authorities incidental to our business activities. We anticipate that we will record reserves for any estimated probable losses for any such proceeding.

Stock-Based Compensation. We account for stock-based compensation based on the provisions of Accounting Standard Codification (“ASC”) 718 Share Based Payments. ASC 718 requires companies to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees and to record compensation cost for all stock awards granted after the required effective date and for awards modified, repurchased or cancelled after that date. The scope of ASC 718 encompasses a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.

Recent Accounting Pronouncements. There were no recent accounting pronouncements that our company has not implemented that materially affect our financial statements.

Results of Operations

For 2009, our monthly cash operating expenses, which include salary, professional fees and costs associated with the pursuit of business opportunities, averaged approximately $70,000. Should we be successful in commencing other business opportunities, our operating expenses will increase, although we are unable to predict the amount of such increase.

Revenues. For the year ended December 31, 2009, we generated $8,092 in revenues. We did not generate any revenues during the year ended December 31, 2008. During each year, we actively pursued numerous business opportunities, including the acquisition of one or more existing ethanol production facilities. Our Ethanol Group business generated our 2009 revenues. We continue to develop this division, while primarily seeking the acquisition of one or more ethanol plants. We cannot predict whether we will be successful in these efforts.

Expenses. Our operating expenses during the years ended December 31, 2009 and 2008, were $581,043 and $1,931,332, respectively. Our non-cash operating expenses, which include stock issued for services and options issued for services, totalled $57,192 and $877,180, for those years, respectively.

Financial Condition

At December 31, 2009, we had $4,748 in cash and a working capital deficit of $352,205. These positions are down from December 31, 2008, levels, when we had $314,224 in cash and working capital of $181,205. During 2009, we funded our ongoing operations with the cash remaining from the 2008 sale of a parcel of land. At December 31, 2009, and currently, our company was and is substantially illiquid. As discussed below, we will remain illiquid, unless and until we complete the acquisition of an ethanol plant or our Ethanol Group successfully generates a significantly higher level of business. There is no assurance that we will be successful in our business endeavors.

Management’s Plans Relating to Future Liquidity

We currently possess approximately a small amount of cash. We will require significant additional capital to maximize the potential for strategic acquisitions. We may never obtain capital for this purpose. Should we locate an existing ethanol plant that we are able to acquire, we would be unable to complete any such acquisition, without significant financing. While our management believes we will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete any such proposed acquisition, there is no assurance that such will be the case. This uncertainty in the availability of financing has been exacerbated by the recent severe downturn in the U.S. economy lead by the banking and securities industries. To date, we have not received a commitment for an equity investment or a loan in any amount.

Capital Expenditures

During 2009, our capital expenditures were $2,194. During 2008, our capital expenditures were $7,332. Should we obtain the capital required to purchase one or more existing ethanol plants, our capital expenditures will be significant. However, we cannot predict the exact amount of these potential expenditures.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 8. Financial Statements and Supplementary Data

The required financial statements appear at the end of the Annual Report on Form 10-K, beginning on page F-1.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

On May 14, 2009, Farmer, Fuqua & Huff, P.C. declined to stand for re-election as our independent auditor, in conjunction with a general change in the firm’s direction in relation to its SEC practice. At the time, there was no disagreement with respect to any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

On August 12, 2009, Farmer, Fuqua & Huff, P.C. was re-engaged as our independent auditor, to audit our financial statements for the year ended December 31, 2009. The decision to re-engage our auditor was unanimously approved by our board of directors.

Item 9A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934 (“the Exchange Act”), that are designed to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding disclosure. 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. The design of any disclosure controls and procedures 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. Based on his evaluation as of the end of the period covered by this Annual Report on Form 10-K, our President, who also serves as our principal financial and accounting officer, has concluded that our disclosure controls and procedures were effective.

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 Rule 13a-15(f) of the Exchange Act. 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 the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on the assessment using those criteria, our management concluded that the internal control over financial reporting was effective at December 31, 2009.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our registered public accounting firm, pursuant to temporary rules of the SEC that permit us to provide only management's report in this Annual Report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

Employment Agreements

In December 2009, we entered into employment agreements with two of our officers, Dean E. Sukowatey and James R. Broghammer. These employment agreements are for an initial term of three years and may renew for additional one-year periods. While the terms of these employment agreements commenced in December 2009, salary accruals thereunder will not begin unless and until we complete the acquisition of an ethanol plant; provided, however, that salary accruals of our president, Mr. Sukowatey, under his prior employment agreement will continue unaffected by his new employment agreement, until such time as we complete the acquisition of an ethanol plant. At that time, Mr. Sukowatey's salary accruals will begin under his new employment agreement. Also, upon the acquisition of an ethanol plant, we are to issue a total of 8,585,024 shares of its common stock as bonuses to Messrs. Sukowatey (1,284,466 shares) and Broghammer (7,300,55 8 shares). Our board of directors has determined that these shares will valued at $.012 per share, or $103,020, in the aggregate, based on the market price of our common stock on December 18, 2009, the date of grant of these bonuses. In addition, our board of directors determined it to be in the best interest of our company and our shareholders that we reimburse these officers for their respective income tax liabilities resulting from these common stock bonuses.

Third-Party Loan

In January 2010, we borrowed $65,000 from a third party, through the issuance of an convertible promissory note, payable in October 2010.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Officers

The following table sets forth the officers and directors of ALL Fuels & Energy Company.

Name

Age

Position(s)

Dean E. Sukowatey

James R. Broghammer

Brad Knaack

President, Acting Chief Financial Officer,

Secretary and Director

Chief Operating Officer and Director

Director

Our current officers and directors serve until the next annual meeting of our board of directors or until their respective successors are elected and qualified. All officers serve at the discretion of our board of directors. There exist no family relationships between our officers and directors. Certain information regarding the backgrounds of each of the officers and directors is set forth below.

Dean Sukowatey has served as president, acting chief financial officer, secretary and a director of the Company since January 2007, and has served in similar capacities for ALL Energy Company since its inception in August 2006. He has 19 years’ experience on Wall Street as a broker, trader, fund manager and consultant at several firms, including Merrill Lynch, Paine Webber, Lehman Brothers and A.G. Edwards. For more than the five years prior to becoming ALL Energy’s president in August 2006, he managed two private funds and provided consulting and investment banking services. Mr. Sukowatey graduated from the University of Wisconsin with a B.S. degree in Microbiology.

James R. Broghammer has, for over 20 years, lead various operations that process corn into ethanol, corn syrup, fructose, pharmaceutical sugars, food starches and industrial grade starches. His experience includes employment with Archer Daniels Midland, Penford Products Company and, most recently, Pacesetter Management Group, a Virginia-based ethanol plant management company, where he has served as president since 2003. As president of Pacesetter Management Group, Mr. Broghammer is responsible for current ethanol production operations of ACE Ethanol, Stanley, WI, and Pine Lake Corn Processors, Steamboat Rock, IA. In addition, Mr. Broghammer also serves as president of Iowa River Railroad, the first short-line railroad started in Iowa in over twenty years, running from Marshalltown, IA, to Ackley, IA.

Brad Knaack has, from 1990 to the present, been the proprietor of a Correctionville, Iowa-based agronomy business specializing in seed sales to farmers. Also, from 2001 to the present, Mr. Knaack has served as Aviation Manager for Prince Manufacturing Corporation, a North Sioux City, South Dakota-based manufacturer of custom hydraulic cylinders and components. Mr. Knaack earned a B.A. degree in Industrial Technology from the University of Northern Iowa, Cedar Falls, Iowa.

Founders

The founders of our subsidiary, ALL Energy Company, are Dean Sukowatey and Sun Bear, LLC, a Texas limited liability company owned by Scott B. Gann. Information with respect to Mr. Sukowatey’s background appears above.

Currently, Mr. Gann is the founder and president of Oso Capital, a Dallas, Texas-based investment banking firm. For more than the five year prior to his founding Oso Capital, Mr. Gann served as Managing Director of Investments at Sanders, Morris, Harris, Inc., in its Dallas, Texas, office. Mr. Gann is an officer and a director of Humanity Capital Holding Corp., a company that files periodic reports under the Securities Exchange Act of 1934. Mr. Gann is a licensed stock broker, holding Series 63, Series 7 and Series 65 licenses. Mr. Gann was a defendant in a lawsuit styled Securities and Exchange Commission, Plaintiff, v. Scott B. Gann and George B. Fasciano, Defendants, United States District Court, Northern District of Texas, Dallas Division, Case No. 305CV-063L. In April 2008, the judge in this case found that Mr. Gann had violated Section 10 of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder with respect to certain market timing practices in trading securities of certain mutual funds. The filed judgment contains a permanent injunction restraining Mr. Gann from violating Section 10 of the Exchange Act and Rule 10b-5 thereunder, disgorgement of Mr. Gann’s profits and a civil monetary penalty.

Board of Directors

Our full board or directors did not meet during 2009; the board of directors took action by unanimous written consent in lieu of a meeting on three occasions.

Audit Committee

There currently does not exist an audit committee of our board of directors. However, our current board intends to form such a committee in the near future and will appoint an independent director to serve on such committee who qualifies as and audit committee financial expert. This person shall be independent (as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act).

Compensation of Directors

None of our current directors is paid for his services as directors.

Limitation of Liability and Indemnification

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors. Our restated certificate of incorporation provides that a director will not be personally liable to us or to our shareholders for monetary damages for any breach of fiduciary duty as a director, but will continue to be subject to liability for the following:

– any breach of the director’s duty of loyalty to us or to our shareholders;

– acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

– unlawful payment of dividends or unlawful stock repurchases or redemptions; and

– any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief remain available under Delaware law. Our restated certificate of incorporation does not affect a director’s responsibilities under any other laws, such as state or federal securities laws or state or federal environmental laws.

In addition, we have entered into agreements to indemnify our directors and executive officers to the fullest extent permitted under Delaware law, including the non-exclusivity provisions of Delaware law, and under our bylaws, subject to limited exceptions. These agreements, among other things, provide for indemnification of our directors and executive officers for fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. We believe that these bylaw provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We also intend to maintain liability insurance for our officers and directors.

The limitation of liability and indemnification provisions in our restated certificate of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our shareholders. A shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the registrant's officers and directors, and persons who own more than 10% of a registered class of the registrant's equity securities, to file reports of ownership and changes in ownership of equity securities of the Registrant with the Securities and Exchange Commission. Officers, directors and greater-than 10% shareholders are required by the Securities and Exchange Commission regulation to furnish the registrant with copies of all Section 16(a) forms that they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during our most recent fiscal year and Forms 5 and amendments thereto furnished to us with respect to our most recent fiscal year, no Section 16(a) forms were timely filed. Each of our officers and directors has indicated that these reports will be filed in the near future.

Item 11. Executive Compensation

The following table sets forth certain compensation information for: (i) each person who served as the chief executive officer of ALL Fuels & Energy Company at any time during the years ended December 31, 2009, 2008 and 2007, regardless of compensation level, and (ii) each of our other executive officers, other than the chief executive officer, serving as an executive officer at any time during 2009, 2008 and 2007. The foregoing persons are collectively referred to herein as the “named executive officers”. Compensation information is shown for the years ended December 31, 2009, 2008 and 2007.

Summary Compensation Table

Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation

($)

Non-qualified Deferred Compensation Earnings

($)

All Other Compensation ($)

Total

($)

Dean E. Sukowatey

2009

240,000(1)

---

240,000(1)

President and Acting Chief Financial Officer

2008

240,000

---

240,000

2007

240,000

---

240,000

Brian K. Gibson

2009

---

Former Treasurer

2008

---

2007

---

David Loflin

2009

---

Former President and Acting Chief Financial Officer

2008

---

2007

---

80,000

---

80,000

(1) $120,000 of Mr. Sukowatey’s salary was accrued and unpaid.

Employment Contracts and Termination of Employment and Change-in-Control Agreements

Our president, Dean E. Sukowatey, is currently employed under an employment agreement with ALL Energy Company, our subsidiary. Mr. Sukowatey's employment agreement has a term of seven years, ending in August 2013. Mr. Sukowatey's annual salary is $240,000.In connection with his employment agreement, Mr. Sukowatey executed an indemnity agreement, a confidentiality agreement and an agreement not to compete. We have entered into a new employment agreement with Mr. Sukowatey, as described below.

In December 2009, we entered into employment agreements with two of our officers, Dean E. Sukowatey and James R. Broghammer. These employment agreements are for an initial term of three years and may renew for additional one-year periods. While the terms of these employment agreements commenced in December 2009, salary accruals thereunder will not begin unless and until we complete the acquisition of an ethanol plant; provided, however, that salary accruals of our president, Mr. Sukowatey, under his prior employment agreement will continue until such time as we complete the acquisition of an ethanol plant. At that time, Mr. Sukowatey's prior agreement will expire and be replaced by his new employment agreement. Also, upon the acquisition of an ethanol plant, we are to issue a total of 8,505,024 shares of its common stock as bonuses to Messrs. Sukowatey (1,284,466 shares) and Broghammer (7,300,558 shares). Our board of directors has determined that these shares will be valued at $.012 per share, or $103,020, in the aggregate, based on the market price of our common stock on December 18, 2009, the date of grant of these bonuses. In addition, our board of directors determined it to be in the best interest of our company and our shareholders that we reimburse these officers for theft- respective income tax liabilities resulting from these common stock bonuses.

We have no compensatory plan or arrangement that results or will result from the resignation, retirement or any other termination of an executive officer's employment or from a change in control or a change in an executive officer's responsibilities following a change in control.

Outstanding Option Awards at Year End

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding at December 31, 2009, for each named executive officer.

Outstanding Equity Awards at Fiscal Year-End

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unex-ercisable

Equity Incentive

Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Dean E. Sukowatey

---

n/a

---

n/a

---

James R. Broghammer

---

n/a

---

n/a

---

Scott D. Zabler

5,520,366(1)

---

.55

12/2017

---

n/a

---

(1) In March 2010, Mr. Zabler tendered all of these warrants for cancellation; we subsequently cancelled such warrants

Director Compensation

The following table sets forth the compensation paid to our directors for our fiscal years ended December 31, 2009, 2008 and 2007.

Director Compensation

Name

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

CURRENT DIRECTORS

Dean E. Sukowatey

---

(1)

---

James R. Broghammer

---

(1)

---

Scott D. Zabler

---

FORMER DIRECTORS

Scott D. Zabler

---

(1)

---

Steven J. Leavitt

---

19,350(2)

---

Brian K. Gibson

---

19,350(2)

---

Mark W. Leonard

---

32,550(3)

---

David Loflin

---

Waddell D. Loflin

---

James Kaufman

---

(1) Prior to Mr. Zabler's becoming a director of our company, in December 2007, we issued 5,520,366 warrants to purchase a like number of shares our common stock, at an exercise price of $.55 per share. Subsequent to December 31, 2009, in March 2010, Mr. Zabler tendered all of these warrants for cancellation; we subsequently cancelled such warrants.

(2) $15,000 of this amount relates to stock awards made in 2007; $4,350 of this amount relates to stock awards made in 2008

(3) This amount relates to stock awards made in 2008.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of the date hereof, information regarding beneficial ownership of our capital stock by (i) each person, or group of affiliated persons, known by us to be the beneficial owner of more than five percent of any class of our voting securities; (ii) each of our directors; (iii) each of the named executive officers; and (iv) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants held by that person are deemed to be outstanding if the warrants are exercisable within 60 days of the date hereof. All percentages in the following table are based on a total of 59,774,386 shares of common stock outstanding as if the date hereof.

Except as indicated in the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address for each of the shareholders in the table below is c/o ALL Fuels & Energy Company, 6165 N.W. 86th Street, Johnston, Iowa 50131.

Beneficially Owned

Name and Address of Beneficial Owner

Percent (1)

Dean E. Sukowatey

15,815,534 (2)

26.46%

James R. Broghammer

2,699,442

4.52%

Brad Knaack

50,000

ALL Energy Company (3)

7,050,000

11.79%

Sun Bear, LLC (4)

8,219,808

13.75%

All directors, executive officers and founders, including ALL Energy Company, as a group (5 persons)

33,834,784

56.60%

* Less than 1%.

(1) Based on 59,774,386 shares of our common stock outstanding, which number of shares includes 7,100,000 shares underlying convertible promissory notes that are currently convertible. See Note 2.

(2) 7,100,000 have not been issued. These shares underlie convertible promissory notes that are payable on demand.

(3) ALL Energy Company is a wholly-owned subsidiary of ALL Fuels & Energy Company.

(4) Scott B. Gann is the owner of this entity and possesses voting and investment control of the shares owned by it. Sun Bear, LLC is a founder of ALL Energy Company.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

2009

Loans from Director. During the last half of 2009, one of our directors, Dean E. Sukowatey, loaned us a total of $60,000 for use as working capital. Subsequent to December 31, 2010, in January 2010, Mr. Sukowatey made an additional loan to us in the amount of $11,000. All of the loans made by Mr. Sukowatey are payable on demand, bear interest at 10% per annum and are convertible, at his option, into shares of our common stock at the rate of one share for every $.01 of debt converted. Mr. Sukowatey has indicated that he will not demand payment of these loans, until such time as we have adequate funds with which to repay the loans.

Employment Agreements. In December 2009, we entered into employment agreements with two of our officers, Dean E. Sukowatey and James R. Broghammer. These employment agreements are for an initial term of three years and may renew for additional one-year periods. While the terms of these employment agreements commenced in December 2009, salary accruals thereunder will not begin unless and until we complete the acquisition of an ethanol plant; provided, however, that salary accruals ($240,000 annually) of our president, Mr. Sukowatey, under his prior employment agreement will continue until such time as we complete the acquisition of an ethanol plant. At that time, Mr. Sukowatey's prior agreement will expire and be replaced by his new employment agreement. Under these employment agreements, the annual salaries of Messrs. Sukowatey and Broghammer are to start at $220,000, and increase to $240,000 and $265,000 during the initial term, then increase to $292,000 for each renewal term. Also, upon the acquisition of an ethanol plant, we are to issue a total of 8,585,024 shares of its common stock as bonuses to Messrs. Sukowatey (1,284,466 shares) and Broghammer (7,300,558 shares). Our board of directors has determined that these shares will valued at $.012 per share, or $103,020, in the aggregate, based on the market price of our common stock on December 18, 2009, the date of grant of these bonuses. In addition, our board of directors determined it to be in the best interest of our company and our shareholders that we reimburse these officers for their respective income tax liabilities resulting from these common stock bonuses.

2008

Director Bonuses. During 2008, each of our three former directors, except for Dean E. Sukowatey, was issued shares of our common stock, in consideration of their services as a director. A total of 75,000 shares of common stock were issued to these persons, which shares were valued at $41,400, in the aggregate.

2007

Warrant Issuances. In December 2007, we issued a total of 11,040,732 common stock purchase warrants to purchase a like number of shares our common stock, at an exercise price of $.55 per share. These warrants were issued to two persons, James R. Broghammer and Scott D. Zabler, approximately ten months prior to their becoming directors of our company. We issued these warrants in consideration of the invaluable consulting services provided on our behalf by each of Messrs. Broghammer and Zabler. The issuance of these warrants resulted in a compensation expense of $6,075,213. Mr. Broghammer’s warrants were cancelled in December 2009; Mr. Zabler’s warrants were cancelled in March 2010, when he resigned as a director.

Director Bonuses. During 2007, two of our directors, Brian K. Gibson and Steven J. Leavitt, were each issued 15,000 shares of our common stock, in consideration of their services as a director. These shares were valued at the then-current market price of our common stock, an aggregate value of $30,000.

Change-in-Control Transaction. In January 2007, there occurred a change in control of ALL Fuels & Energy Company. Pursuant to a stock purchase agreement, ALL Energy Company, a Delaware corporation, purchased 7,050,000 shares, or 57.24%, of our then-outstanding common stock from David Loflin. ALL Energy Company paid $150,000 for the 7,050,000 shares of our common stock, which funds were derived from ALL Energy Company’s working capital.

Reorganization Agreement. On April 9, 2007, we completed the acquisition of 100% of the outstanding capital stock of ALL Energy Company, a Delaware corporation. Pursuant to the acquisition agreement, we issued a total of 37,995,000 shares of our common stock to the ALL Energy Company shareholders. In determining the number of shares of our common stock to be issued under the acquisition agreement, our board of directors did not employ any standard valuation formula or any other standard measure of value.

Retention Bonus. In January 2007, our former president, David Loflin, was issued 3,000,000 shares of our common stock, as a retention bonus for his agreeing to work as much as necessary for us to have the greatest opportunity to achieve success in establishing and expanding our start-up web page publishing business. Our board of directors believed it to be in our best interests and those of our shareholders to compensate Mr. Loflin in this matter. These shares were valued, for financial reporting purposes, at $.026 per share, or $80,000, in the aggregate.

ALL Energy Company - Stock Bonuses. In connection with their becoming members of the board of directors of ALL Energy Company, each of Brian K. Gibson and Steven J. Leavitt was issued 5,000 shares of ALL Energy Company’s common stock, as a bonus. These bonus shares were valued by ALL Energy Company at $3.00 per share, or $30,000, in the aggregate.

Settlement Agreement. In December 2007, we entered into a settlement agreement with our current president, Dean E. Sukowatey, our subsidiary, ALL Energy Company, our former president, David Loflin, and our current legal counsel, Newlan & Newlan. Pursuant to the settlement agreement, each of the parties released any and all claims against each of the other parties. Also, Mr. Loflin agreed to tender for cancellation a total of 1,238,100 shares of our common stock. Further, the shares of our common stock owned by ALL Energy Company, Mr. Loflin and Newlan & Newlan are subject to certain lock-up provisions.

Director and Officer Indemnification

Our amended and restated certificate of incorporation contains provisions limiting liability of directors. In addition, we have entered into agreements to indemnify our directors and officers to the fullest extent permitted under Delaware law. Please see “Item 10. Directors, Executive Officers and Corporate Governance”.

Item 14. Principal Accounting Fees and Services

The following table sets forth fees billed to us by our auditors during the fiscal years ended December 31, 2009 and 2008, for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning and (iv) all other fees for services rendered.

Year Ended December 31, 2009

Year Ended December 31, 2008

Audit Fees

$21,000

$25,000

Audit related fees

Tax

All other fees

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this Report:

1. Financial Statements

– Report of Independent Registered Public Accounting Firm

– Balance Sheets as of December 31, 2009 and 2008

– Statements of Operations for the Years Ended December 31, 2009 and 2008, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2009

– Statements of Stockholders’ Equity for the Years Ended December 31, 2009 and 2008, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2009

– Statements of Cash Flows for the Years Ended December 31, 2009 and 2008, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2009

– Notes to Financial Statements

2. Financial Statement Schedules

Other schedules and exhibits are omitted because the required information either is not applicable or is shown in the financial statements or the notes thereto.

3. Exhibits Required to be Filed by Item 601 of Regulation S-K

Exhibit No.

Description

10.1 *

Employment Agreement between Registrant and Dean E. Sukowatey.

10.2 *

Employment Agreement between Registrant and James R. Broghammer.

10.3 *

Convertible Promissory Note, face amount $50,000, issued by Registrant in favor of Dean E. Sukowatey.

10.4 *

Convertible Promissory Note, face amount $10,000, issued by Registrant in favor of Dean E. Sukowatey.

10.5 *

Convertible Promissory Note, face amount $11,000, issued by Registrant in favor of Dean E. Sukowatey.

10.6 *

Securities Purchase Agreement between Registrant and Asher Enterprises, Inc.

10.7 *

Convertible Promissory Note, face amount $65,000, issued by Registrant in favor of Asher Enterprises, Inc.

10.8 *

Letter Agreement between Registrant and Newlan & Newlan.

22.1 *

Subsidiaries of Registrant.

31.1 *

Certification as Adopted Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002.

32.1 *

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on April 15, 2010, on its behalf by the undersigned, thereunto duly authorized.

ALL FUELS & ENERGY COMPANY

By: /s/ DEAN E. SUKOWATEY

Dean E. Sukowatey

President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed on April 15, 2010, by the following persons on behalf of the Registrant, in the capacities indicated:

/s/ DEAN E. SUKOWATEY

Dean E. Sukowatey

President (principal executive officer), Secretary, Acting Chief Financial Officer (principal financial officer) and Director

James R. Broghammer

Chief Operating Officer and Director

/s/ BRAD KNAACK

Brad Knaack

Director

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

To the Board of Directors and

Shareholders of ALL Fuels & Energy Company

We have audited the accompanying consolidated balance sheets of ALL Fuels & Energy Company (a development stage company) and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years ended December 31, 2009 and 2008, and from the date of commencement of the development stage (June 7, 2004) to December 31, 2009. ALL Fuels & Energy Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ALL Fuels & Energy Company and subsidiaries as of December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for the years ended December 31, 2009 and 2008, and from the date of commencement of the development stage (June 7, 2004) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ FARMER, FUQUA & HUFF, P.C.

Farmer, Fuqua & Huff, P.C.

Plano, Texas

April 15, 2010

ALL FUELS & ENERGY COMPANY

(a development stage company)

CONSOLIDATED BALANCE SHEETS

December 31, 2009 and 2008

2009

2008

ASSETS

Current assets

Cash and cash equivalents

$4,748

$314,224

Prepaid expenses

1,721

7,439

Total current assets

6,469

321,663

Property and equipment - at cost

Equipment

3,333

1,729

Less accumulated depreciation

(1,238)

(815)

Total property and equipment - net

2,095

914

Total assets

$8,564

$322,577

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities

Accounts payable and accrued expenses

$298,674

$140,458

Notes payable - related party

60,000

---

Total current liabilities

358,674

140,458

Stockholders’ equity (deficit)

Common stock, $.01 par value; 80,000,000 shares authorized, 50,624,386 and 51,624,386 shares issued and outstanding

506,245

516,245

Additional paid-in capital

16,180,264

16,053,072

Treasury stock, at cost

(150,000)

Receivable from shareholder

(50,000)

Accumulated deficit

(6,423,944)

Deficit accumulated during the development stage

(10,412,675)

(9,763,254)

Total stockholders’ equity (deficit)

(350,110)

182,119

Total liabilities and stockholders’ equity (deficit)

$8,564

$322,577

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2009 and 2008, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2009

2009

2008

Period from

Commence-ment of Development

Stage (June 7,

2004) to 12/31/09

(unaudited)

Revenues

$8,092

$---

$8,092

Operating Costs and Expenses

Consulting

92,435

913,987

7,716,335

Legal and professional

84,247

309,072

1,202,813

Impairment charge

---

193,720

333,540

General and administrative

404,361

514,553

1,644,874

Total operating expenses

581,043

1,931,332

10,897,562

Other income (expense)

Beneficial conversion expense

(60,000)

---

(60,000)

Interest expense

(2,120)

(23,543)

(58,935)

Interest income

135

7,023

51,329

Rental income

---

40,000

66,250

Equity loss in subsidiary

(14,485)

(218,855)

(233,340)

Loss on sale of land

---

(1,278)

Total other income (expense)

(76,470)

(196,653)

(235,974)

Net loss

$(649,421)

$(2,127,985)

$(11,125,444)

Income (loss) per share

$(0.01)

$(0.04)

Weighted average number of shares outstanding (basic and diluted)

51,120,270

51,399,797

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY

For the Years Ended December 31, 2009 and 2008, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2009

Amount

Additional Paid-in Capital

Stockholder Receivable

Treasury Stock

Accumulated Deficit

Deficit Accumulated during Development Stage

Stockholder’s (Deficit) Equity

Balance, June 7, 2004

1,758,981

$17,590

$6,385,950

$---

$(6,423,944)

$---

$(20,404)

Stock issued for services at $.34 per share

750,000

7,500

247,500

---

255,000

Stock issued for services at $.167 per share

150,000

1,500

23,500

---

25,000

Stock issued at $.14 per share

357,150

3,571

46,429

(50,000)

---

Contributions from stockholders

---

20,754

---

20,754

Net loss

---

(284,350)

Balance, December 31, 2004

3,016,131

30,161

6,724,133

(50,000)

---

(6,423,944)

(284,350)

(4,000)

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY

For the Years Ended December 31, 2008 and 2007, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2008 (cont.)

Amount

Additional Paid-in Capital

Stockholder Receivable

Treasury Stock

Accumulated Deficit

Deficit Accumulated during Development Stage

Stockholder’s (Deficit) Equity

Net loss

---

(100)

Balance, December 31, 2005

3,016,131

30,161

6,724,133

(50,000)

---

(6,423,944)

(284,450)

(4,100)

Stock issued for bonus at $.023 per share

3,375,000

33,750

42,750

---

76,500

Stock issued for bonus at $.027 per share

150,000

1,500

2,500

---

4,000

Stock issued for legal services at $.027 per share

750,000

7,500

12,500

---

20,000

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY

For the Years Ended December 31, 2008 and 2007, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2008 (cont.)

Amount

Additional Paid-in Capital

Stockholder Receivable

Treasury Stock

Accumulated Deficit

Deficit Accumulated during Development Stage

Stockholder’s (Deficit) Equity

Stock issued for services at $.027 per share

75,000

750

1,250

---

2,000

Stock issued for web page assets at $.027 per share

1,950,000

19,500

32,500

---

52,000

Contributions from stockholder

---

600

---

600

Net loss

---

(155,000)

Balance, December 31, 2006

9,316,131

93,161

6,816,233

(50,000)

---

(6,423,944)

(439,450)

(4,000)

Stock issued for bonus at $.026 per share

3,000,000

30,000

50,000

---

80,000

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY

For the Years Ended December 31, 2008 and 2007, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2008 (cont.)

Amount

Additional Paid-in Capital

Stockholder Receivable

Treasury Stock

Accumulated Deficit

Deficit Accumulated during Development Stage

Stockholder’s (Deficit) Equity

Stock issued in acquisition

37,995,000

379,950

1,253,805

---

1,633,755

Stock issued for services at $.67 per share

390,000

3,900

258,300

---

262,200

Stock issued for services at $.75 per share

150,000

1,500

111,000

---

112,500

Stock issued for cash

75,000

750

74,250

---

75,000

Stock issued as bonus at $1.00 per share

30,000

300

29,700

---

30,000

Stock issued for cash on option exercise

50,000

500

31,286

---

31,786

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY

For the Years Ended December 31, 2008 and 2007, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2008 (cont.)

Amount

Additional Paid-in Capital

Stockholder Receivable

Treasury Stock

Accumulated Deficit

Deficit Accumulated during Development Stage

Stockholder’s (Deficit) Equity

Stock issued in private offering for cash

359,588

3,597

282,053

---

285,650

Treasury stock

---

(150,000)

---

(150,000)

Warrants

---

6,075,213

---

6,075,213

Net loss

---

(7,195,819)

Balance, December 31, 2007

51,365,719

513,658

14,981,840

(50,000)

(150,000)

(6,423,944)

(7,635,269)

1,236,285

Stock issued for services

1,000,000

10,000

530,000

---

540,000

Shares cancelled

(1,238,000)

(12,380)

12,380

---

Stock bonus

75,000

750

40,650

---

41,400

Stock issued for cash

405,000

4,050

192,589

---

196,639

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY

For the Years Ended December 31, 2008 and 2007, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2008 (cont.)

Amount

Additional Paid-in Capital

Stockholder Receivable

Treasury Stock

Accumulated Deficit

Deficit Accumulated during Development Stage

Stockholder’s (Deficit) Equity

Options

---

285,780

---

285,780

Stock issued for services

16,667

167

9,833

---

10,000

Net loss

---

(2,127,985)

Balance, December 31, 2008

51,624,386

$516,245

$16,053,072

$(50,000)

$(150,000)

$(6,423,944)

$(9,763,254)

$182,119

Options

---

57,192

---

57,192

Beneficial conversion

---

60,000

---

60,000

Shares cancelled

(1,000,000)

(10,000)

10,000

---

Net loss

---

(649,421)

Balance, December 31, 2009

50,624,386

$506,245

$16,180,264

$(50,000)

$(150,000)

$(6,423,944)

$(10,412,675)

$(350,110)

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2009 and 2008, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2009

2009

2008

Period from

Commence-ment of Development

Stage (June 7,

2004) to 12/31/09

(unaudited)

CASH FLOWS FROM

OPERATING ACTIVITIES

Net loss

$(649,421)

$(2,127,985)

$(11,125,444)

Adjustments to reconcile net loss to cash used for operating activities:

Loss on sale of land

---

1,278

Loss on disposal of fixed assets

187

---

187

Depreciation and amortization

826

4,212

7,164

Options issued for compensation

57,192

867,180

6,999,585

Stock issued for services and compensation

---

10,000

1,176,345

Impairment charge

---

193,720

333,540

(Increase) decrease in prepaids

5,718

45,198

(89,541)

Non-cash beneficial conversion expense

60,000

---

60,000

Increase (decrease) in accounts payable

158,216

56,466

241,043

Net cash used for operating activities

(367,282)

(949,931)

(2,395,843)

CASH FLOWS FROM

INVESTING ACTIVITIES

Purchase of land

---

(951,238)

Increase in accrued liabilities - related party

---

40,056

Proceeds from sale of land

---

461,960

Purchase of office equipment

(2,194)

(636)

(4,160)

Payments on construction in progress

---

(6,696)

(193,720)

Net cash used for investing activities

(2,194)

454,628

(647,102)

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2009 and 2008, and the Period from Commencement of Development Stage (June 7, 2004) to December 31, 2009 (cont.)

2009

2008

Period from

Commence-ment of Development

Stage (June 7,

2004) to 12/31/09

(unaudited)

CASH FLOWS FROM

FINANCING ACTIVITIES

Proceeds from sale of common stock for cash

---

196,639

2,653,623

Principal payments on related party advances

---

(3,988)

Proceeds from long-term debt, net of deferred borrowing costs

---

483,120

Proceeds from note payable - related party

60,000

---

60,000

Purchase of treasury stock

---

(150,000)

Contributions from shareholders

---

950

Net cash used for financing activities

60,000

196,639

3,043,705

NET CHANGE IN CASH

(309,476)

(298,664)

760

Cash, beginning of period

314,224

612,888

3,988

Cash, end of period

$4,748

$314,224

$4,748

Supplemental information:

Interest paid

$---

$23,543

Taxes paid

$---

The accompanying notes are an integral part of these statements.

ALL FUELS & ENERGY COMPANY

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009

Note 1

Summary of Significant Accounting Policies

Organization and Business

ALL Fuels & Energy Company (the Company) was incorporated on October 5, 1994, in the state of Delaware as Cable Group South, Inc. In November 1998, the Company changed its name to Softnet Industries, Inc., and, in June 1999, the name was changed to ICrystal, Inc. In May 2007, the Company changed its name to ALL Fuels & Energy Company.

In June 2004, there occurred a change in control of the Company. Pursuant to an amended and restated stock purchase agreement, Woodstock Investments, LLC purchased 602,588 shares, or 51.91%, of the then-outstanding common stock from existing shareholders. During 2004, the Company commenced the development stage and had no operations.

In August 2004, the Company filed an amended and restated certificate of incorporation, increasing the amount of shares authorized to 80,000,000 shares of common stock and 20,000,000 shares of preferred stock.

From 2004 through November 2006, the Company searched for a going business to acquire, without success. Due to this lack of success, the Company’s board of directors determined that it would be in the best interests of the Company and its shareholders for the Company to start a new business. After assessing the business opportunities available vis-a-vis the Company’s lack of available capital, in November 2006, the board of directors determined that the Company would become a publisher of web pages.

In January 2007, there occurred another change in control of the Company. Pursuant to a stock purchase agreement, ALL Energy Company purchased 4,700,000, or 7,050,000 post-forward-split, shares, or 57.24%, of our outstanding common stock from an existing shareholder.

After the January 2007 change in control, the Company’s new management determined to pursue a plan of business whereby the Company would become a producer of ethanol and its co-products. To that end, in April 2007, the Company consummated a plan and agreement of reorganization with ALL Energy Company. At the time of the reorganization transaction, ALL Energy Company was a development-stage ethanol company.

Pursuant to a settlement agreement in the first quarter of 2008, the Company’s former web page publishing business was assigned to a third party. None of the assets or operations of the Company’s former web page publishing business are included in the accompanying financial statements.

Ethanol Plant Acquisition Activities. During the last half of 2009, the Company actively pursued the acquisition of an ethanol plant in Wisconsin. The Company’s efforts in this regard were not successful. However, the Company continues to pursue the acquisition of one or more ethanol plants and, currently, has identified three such plants and has begun negotiations for their acquisition. The Company will be required to obtain capital from third parties, in order to consummate any such acquisition transaction.

ALL Fuels Advisory Group. Shortly after the Company’s new directors were appointed (October 2008) and in response to the ethanol industry’s then-current state, the Company created a new business division known as “ALL Fuels Advisory Group”. The Company’s management believes there exist numerous opportunities to leverage the Company’s in-house ethanol expertise to provide industry-best advisory services through Advisory Group. Advisory Group was created in response to the ethanol industry’s current a high level of stress. As the ethanol industry attempts to stabilize itself in the wake of the tumult caused by the recent period of historically-high oil prices, during the first half of 2008, immediately followed by a sudden drop from those historically-high prices, the Company is offering its advisory services to the industry. During the first half of 2009, the Company focused primarily on the development of Advisory Group, which produced approximately $8,092 in revenues during 2009. During the second half of 2009, Advisory Group did not generate any revenues.

Enzyme Opportunity. The Company recorded its investment in AFSE Enzyme, LLC on the equity method. Under this method, the Company recorded its initial investment at its cost and increased the investment by any additional funds invested. It then adjusted the amount of the investment by its share of the investee’s earnings or losses. Through 2008, the Company had invested $218,855 in the venture. During the fourth quarter of 2008, the Company ended its involvement in AFSE Enzyme and began to pursue the project without using AFSE Enzyme. Due to there being significant uncertainty that the Company will recover its investment, the Company wrote off the remaining investment in AFSE Enzyme during 2008. During 2009, the Company expended $-0- in furtherance of its enzyme development efforts.

While the Company’s enzyme development activities are not currently active, the Company continues to seek a third party that is interested in funding the Company’s enzyme development plans. The Company’s activities have been aimed at producing one or more “super” enzymes that would serve to produce ethanol from cellulosic plant material. The Company believes such an enzyme product would, in theory, reduce ethanol productions costs by up to 50% compared to traditional corn-based production. In addition, these enzyme development activities would produce one or more additive enzyme products that would serve to enhance corn ethanol production by 5% to 10%. It is likely that approximately $1.5 million is required over a 24-month period to complete the development of up to ten market-ready enzymes.

Polymer Pipe Opportunity. During the third quarter of 2008, the Company entered into an ethanol alliance agreement with a private Iowa company, whereby the parties intended to form a series of entities for the purpose of engaging in numerous businesses related to the ethanol industry. This business relationship has been abandoned.

FASB Accounting Standards Codification. The Company presents its financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). In June 2009, the Financial Accounting Standards Board (“FASB”) completed its accounting guidance codification project. The FASB Accounting Standards Codification (“ASC”) became effective for the Company’s financial statements issued subsequent to June 30, 2009, and is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. As of the effective date, the company will no longer refer to the authoritative guidance dictating its accounting methodologies under the previous accounting standards hierarchy. Instead, the Company will refer to the ASC Codification as the sole source of authoritative literature.

Basis of Presentation

The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, all of which are wholly-owned. All significant inter-company balances and transactions have been eliminated in consolidation.

Accounting Estimates

In the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, it is necessary for 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 expense for the year ended. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased

with a maturity of three months or less to be cash equivalents.

Loss per Share

Net loss per share is provided in accordance with ASC 260 Earnings per Share. Basic loss per share for each period is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share reflects per share amounts that would have resulted if dilutive common stock equivalents had been converted to common stock. As of December 31, 2009, the Company had the following dilutive common stock equivalents outstanding:

– 5,520,366 common stock purchase warrants to purchase a like number of shares, expiring in 2017, at a net exercise price of zero (these warrants were cancelled subsequent to December 31, 2009).

– 6,212,000 shares underlying convertible promissory notes.

Income Taxes

The Company accounts for income taxes using the liability method. Deferred taxes are provided for temporary differences between the basis of assets and liabilities for financial reporting and income tax purposes at enacted tax rates. Deferred tax amounts represent the future tax consequences of those differences, which will be either deductible or taxable when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company is subject to tax reporting in multiple jurisdictions, and considers the requirements of each jurisdiction, when preparing its estimates of taxes currently due or deferred. Each jurisdiction has its own oversight and enforcement bodies, and the Company is subject to audits in each taxing jurisdiction. The Company's provision for tax obligations represents estimates, which are subject to changes and adjustments resulting from future events. (See Note 2)

Stock Based Compensation

The Company accounts for stock based compensation in accordance with ASC 718 Share Based Payment. This Statement requires that transactions in which a company exchanges its equity instruments for goods or services be accounted for using the fair-value method.

Recent Accounting Pronouncements

There were no recent accounting pronouncements that our company has not implemented that materially affect our financial statements.

Note 2

Going Concern

The Company incurred losses totaling $(11,125,444) through December 31, 2009, and, at December 31, 2009, had a working capital deficit of $352,205. Because of these conditions, the Company will require additional working capital to continue operations and develop its business. The Company intends to raise additional working capital either through private placements, public offerings and/or bank financing.

There are no assurances that the Company will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may not continue its operations or execute its business plan.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3

Management’s Plans for Liquidity

During the last half of 2009, $60,000 in loans from a director provided the Company with capital to sustain its operations. Subsequent to December 31, 2010, in January 2010, the same director made an additional loan to the Company in the amount of $11,000. All of the loans made by this director are payable on demand and bear interest at 10% per annum and are convertible, at the director’s option, into shares of the Company’s common stock at the rate of one share for every $.01 of debt converted. This director has indicated that he will not demand payment of these loans, until such time as the Company has adequate funds with which to repay the loans. Also, in January 2010, the Company borrowed $65,000 from a third party, through the issuance of a convertible promissory note, payable in October 2010, bearing interest at 8% per annum, and convertible into a number of shares based on the market price of our common stock.

However, it is likely that the Company will require additional funds, in order to sustain its operations through the remainder of 2010. The Company will require substantial additional capital to purchase one or more existing ethanol production facilities or to pursue other business opportunities. The Company believes it will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete these opportunities. The Company does not have a current commitment for an equity investment or a loan in any amount.

During the remainder of 2010, the Company intends to commit its available capital, if any, to its pursuit of the acquisition of an existing ethanol production facility and its Ethanol Group activities. The needed funding will be sought from third parties.

Note 4

Provision for Income Taxes

The Company recognizes deferred tax liabilities and benefits for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Deferred tax liabilities and benefits are recognized using enacted tax rates in effect for the year in which the differences are expected to reverse.

Deferred tax benefits and liabilities are calculated using enacted tax rates in Canada and the U.S. in effect for the year in which the differences are expected to reverse.

The following is a schedule of the composition of the income tax benefit:

2009

2008

Net operating loss carryforward

$3,718,778

$3,517,420

Timing difference related to options

2,182,182

2,162,737

Valuation

(5,900,960)

(5,680,157)

Total income tax benefit (liability)

$ 0

Reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

2009

2008

Net loss before taxes

$649,421

$2,127,985

U.S. statutory rate

34%

Change in deferred tax

(220,803)

(723,515)

Change in deferred tax asset valuation account

220,803

723,515

Total tax expense

$ 0

Effective tax rate

0.0%

The net change in the valuation account was $220,803 and $723,515, in the years ended December 31, 2009 and 2008, respectively. The valuation allowance has been estimated in an amount equal to the projected future benefit of the loss carryforward because there is no assumption that the Company will generate sufficient income to utilize the tax benefit. The Company has incurred losses since its inception and has filed no income tax returns. The losses incurred to date may be limited due to changes in control of the Company and limitations on the deductibility of fees for services paid through the issuance of common stock. In the event that all returns are filed and accepted by the taxing authority, the Company will have unused net operating losses available for carry-forwards of approximately $10,942,000 that will start to expire in 2016 in the United States of America.

Note 5

2007 Stock Ownership Plan

In October 2007, the board of directors adopted the 2007 Stock Ownership Plan (the “2004 Plan”), and authorized 2,000,000 shares. Under the 2007 Plan, the Company may make awards to employees, non-employees, directors, consultants, and independent contractors of shares of common stock or derivative securities such as incentives and non-qualified stock options. The 2007 Plan stipulates no terms or conditions for the awards to be granted. The value of the stock issued to consultants is based on fair market value of the goods or services received or stock prices obtained from published data.

During 2009, no shares were issued under the 2007 Plan.

During 2008, a total of 1,016,667 shares, with a weighted-average fair value of approximately $.54 per share, were sold to consultants under the 2007 Plan.

During 2007, a total of 50,000 shares, with a weighted-average fair value of $.6357 per share, were sold to a consultant under the 2007 Plan.

Note 6

Impairment Charge

In November 2006, the Company entered into three separate asset purchase agreements, whereby the Company acquired certain web site domains and internet web pages associated therewith (the “web assets”), in exchange for 1,950,000 restricted shares of common stock. There was no verifiable fair value of the web assets. The Company therefore recorded these assets at the fair value of the issued shares. The fair value of the shares was determined to be $52,000.

Pursuant to ASC Topic 360 “Property, Plant and Equipment”, the Company has determined the carrying value of the web assets exceeds the sum of their expected future cash flows and, as of December 31, 2006, recorded an impairment charge of $52,000. This charge, equal to the entire carrying value of the web assets, is reflected in the Company’s statements of operations.

Following a change in control transaction occurring in January 2007, the Company’s web page publishing business was assigned to a subsidiary. During 2006 and 2007, the web page publishing assets did not generate any revenues. Pursuant to a settlement agreement, in January 2008, the Company’s web page publishing business was assigned to a third party.

At December 31, 2008, the Company had paid $193,720 in construction-related expenses associated with the Company’s proposed ethanol production facility to be constructed on the Manchester, Iowa, land. Inasmuch as the Company sold its Manchester, Iowa, land in November 2008, these construction-related expenses were written-off and appear as an “impairment charge” in the accompanying financial statements.

Note 7

Related Party Transactions

Director Loans

During the last half of 2009, one of the Company’s directors loaned the Company a total of $60,000 for use as working capital. Subsequent to December 31, 2010, in January 2010, the same director made an additional loan to the Company in the amount of $11,000. All of the loans made by this director are payable on demand and bear interest at 10% per annum and are convertible, at the director’s option, into shares of the Company’s common stock at the rate of one share for every $.01 of debt converted. This director has indicated that he will not demand payment of these loans, until such time as the Company has adequate funds with which to repay the loans.

In November 2008, one of the Company’s directors loaned the Company a total of $40,000 for use as working capital. This loan amount was repaid in December 2008, together with interest at the rate of 5% per annum.

Employment Agreements

Our president, Dean E. Sukowatey, is currently employed under an employment agreement with ALL Energy Company, our subsidiary. Mr. Sukowatey's employment agreement has a term of seven years, ending in August 2013. Mr. Sukowatey's annual salary is $240,000. In connection with his employment agreement, Mr. Sukowatey executed an indemnity agreement, a confidentiality agreement and an agreement not to compete. We have entered into a new employment agreement with Mr. Sukowatey, as described below.

In December 2009, the Company entered into employment agreements with two of its officers. These employment agreements are for an initial term of three years and may renew for additional one-year periods. While the terms of these employment agreements commenced in December 2009, salary accruals thereunder will not begin until the Company completes the acquisition of an ethanol plant; provided, however, that salary accruals of the Company’s president under his prior employment agreement will continue unaffected by his new employment agreement, until such time as the Company completes the acquisition of an ethanol plant, at which time salary accruals under his new employment agreement will commence. Also, upon the acquisition of an ethanol plant, the Company is to issue a total of 8,585,024 shares of its common stock as bonuses. The Company’s board of directors has determined that these shares, if issued, will be valued at $.012 per share, or $103,020, in the aggregate, based on the then-current market price of the Company’s common stock. In addition, the Company’s board of directors determined it to be in the best interest of the Company and its shareholders that the Company reimburse these officers for their respective income tax liabilities resulting from these issuances, if and when they occur.

Warrant Cancellation

In December 2009, one of the Company’s directors tendered for cancellation 5,520,366 warrants to purchase a like number of shares of Company common stock. The Company accepted such tender and cancelled all of such warrants.

Common Stock Bonuses

During 2008, the Company issued a total of 75,000 shares to two of its former directors as bonuses. The issuance of these shares resulted in $41,400 in general and administrative expense in the accompanying statement of operations. The Company measured the transactions at the date of issuance at the then-quoted market price. There are no performance commitments or penalties for non-performance, therefore the Company recorded the expense at the date of issuance.

Note 8

Fair Value of Financial Instruments

The fair value of accounts payable approximate their carrying amounts.

Note 9

Acquisition of ALL Energy Company

On April 9, 2007, the Company acquired ALL Energy Company, a Delaware corporation, pursuant to which ALL Energy Company became a wholly-owned subsidiary of the Company. The Company issued 37,995,000 shares of stock in exchange for 100% of the stock of ALL Energy Company. The transaction was accounted for under the purchase method of accounting and resulted in net assets in the amount of approximately $1,630,000 being consolidated into the financial statements of the Company consisting mostly of cash of approximately $359,000 and land and other capitalized assets of approximately $1,149,000. The activity related to ALL Energy Company from January 1, 2007, through December 31, 2009, has been included in the accompanying financial statements.

Note 10

Forward Split of Common Stock

In May 2007, the Company’s board of directors approved a forward split of the Company’s common stock at a ratio of one(1)-new-share-for-every-two(2)-shares-owned, effective May 14, 2007. The financial statement presentation has been adjusted to reflect this forward stock split.

Note 11

Prepaid Expenses

At December 31, 2009 and 2008, prepaid expenses, comprised entirely of insurance premiums, were $1,721 and $7,439, respectively.

Note 12

Land, Equipment and Construction in Progress

In 2007, the Company purchased 152.5 acres near Manchester, Iowa, which was carried at its cost of $951,238. The Company sold its Manchester property in November 2008, netting $461,960 in cash, resulting in a loss of $1,278. In 2009 and 2008, the Company acquired approximately $2,100 and $700 of office equipment, respectively. As noted in Note 6, in 2008, $193,720 in construction-related expenses associated with the Company’s proposed ethanol production facility was written-off.

Note 13

Long-term Debt

On April 5, 2007, the Company obtained financing on the land discussed in Note 12. In the transaction, the Company obtained $488,000 in loan proceeds. The loan associated with the financing transaction bore interest at “prime” and monthly interest-only payments until the end of the term. This loan, including accrued and unpaid interest, was repaid in full in November 2008.

Note 14

Notes Payable – Related Party

During the last half of 2009, one of the Company’s directors loaned the Company a total of $60,000 for use as working capital. Subsequent to December 31, 2010, in January 2010, the same director made an additional loan to the Company in the amount of $11,000. All of the loans made by this director are evidenced by promissory notes, are payable on demand, bear interest at 10% per annum and are convertible, at the director’s option, into shares of the Company’s common stock at the rate of one share for every $.01 of debt converted. This director has indicated that he will not demand payment of these loans, until such time as the Company has adequate funds with which to repay the loans.

Note 15

Non-cash Investing and Financing

In conjunction with the acquisition discussed in Note 9, the Company received net assets, after assuming certain liabilities, of approximately $1,271,000 net of approximately $359,000 of cash received in the acquisition.

Note 16

Capital Stock

Common Stock for Services

During 2009, the Company issued no shares of its common stock for services.

During 2008, the Company issued a total of 1,016,667 shares of common stock to third-party consultants for services, resulting in $550,000 in non-cash compensation expense included in professional and legal expenses and consulting fees in the accompanying statements of operations. The Company measured the transactions at the respective dates of issuance at the then-quoted market price. There are no performance commitments or penalties for non-performance, therefore the Company recorded the expense at the date of issuance.

During 2008, the Company issued a total of 75,000 to its former directors as bonuses. The issuance of these shares resulted in $41,400 in general and administrative expense in the accompanying statement of operations. The Company measured the transactions at the date of issuance at the then-quoted market price. There are no performance commitments or penalties for non-performance, therefore the Company recorded the expense at the date of issuance.

Cancellation of Stock

In June 2009, a total of 1,000,000 shares of Company common stock were cancelled; such shares were tendered for cancellation by two third-party consultants.

In January 2008, a total of 1,238,100 shares of Company common stock were cancelled, pursuant a settlement agreement.

Note 17

Warrants

In December 2007, the Company issued a total of 11,040,732 common stock purchase warrants to purchase a like number of shares our common stock, at an exercise price of $.55 per share. All of these warrants are currently exercisable and expire in 2017. These warrants were issued to two third parties (who subsequently became directors of the Company), in consideration of their invaluable consulting services in assisting the Company in accomplishing its business objectives. The issuance of these warrants resulted in a compensation expense of $6,075,213. In addition, it is possible that, in future periods, the Company will incur charges against earnings as a result of the issuance of these warrants. The timing or amount of any such future charges cannot be predicted. In conjunction with the Company’s authorizing the issuances of these warrants, the Company’s board of directors determined it to be in the best interest of the Company and its shareholders that, in a manner and structure to be determined in the future, the Company pay a sum of cash to the issuees of the warrants in a total amount, net of income taxes, of approximately $6,100,000. Each portion of this amount of compensation will be expensed by the Company in the then-current period of its payment.

In December 2009, one of the Company’s directors tendered for cancellation 5,520,366 of these warrants to purchase a like number of shares of Company common stock. The Company accepted such tender and cancelled all of such warrants. In addition, subsequent to December 31, 2009, in March 2010, a former director tendered for cancellation the remaining 5,520,366 of these warrants to purchase a like number of shares of Company common stock. The Company also accepted such tender and cancelled all of such warrants.

Note 18

Subsequent Events

Related Party Loan

In January 2010, a director made a loan to the Company in the amount of $11,000. This loan is payable on demand and bears interest at 10% per annum and is convertible, at the director’s option, into shares of the Company’s common stock at the rate of one share for every $.01 of debt converted. This director has indicated that he will not demand payment of this loan, until such time as the Company has adequate funds with which to repay the loan.

Third Party Loan

Also, in January 2010, the Company borrowed $65,000 from a third party, through the issuance of a convertible promissory note, payable in October 2010, bearing interest at 8% per annum, and convertible into a number of shares based on the market price of the Company’s common stock. On the date of issuance, this promissory note was convertible into approximately 11,000,000 shares of Company common stock.

Warrant Cancellation

In March 2010, a former Company director tendered for cancellation 5,520,366 warrants to purchase a like number of shares of Company common stock. The Company accepted such tender and cancelled all of such warrants.

Common Stock for Bonus

In March 2010, the Company issued 50,000 shares of its common stock as a bonus to one of its directors. These shares were valued at $.04 per share, or $2,000, in the aggregate.

Common Stock for Services

In February 2010, the Company issued 2,000,000 shares of common stock in payment of $20,000 in legal services.

Date Through Which Subsequent Events Evaluated

The date to which events occurring after December 31, 2009, the date of the most recent balance sheet, have been evaluated for possible adjustment to the financial statements or disclosure is April 15, 2010, which is the date on which the financial statements were available to be issued.

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