UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

 

oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________to_________

 

Commission file number: 000-31959

 

US Fuel Corporation

(Name of registrant as specified in its charter)

 

NEVADA		88-0433815
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

 

277 White Horse Pike, Suite 200 Atco, NJ 08004

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number including area code: (856) 753-1046

 

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

 

Securities registered under Section 12(g) of the Act:
Common Stock, $0.0001 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 o   No x

 

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

 

Indicate by check mark if 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 past 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 o   No x

 

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

 

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not  contained herein, and will not be contained, to the best of the 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.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):

 

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	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 o   No x

 

The aggregate market value of the shares of the issuer's voting stock held by non-affiliates as of June 30, 2011, was $15.8 million based the average of the bid and asked price as quoted on the OTC Electronic Bulletin Board on such date. As of August 21, 2013, there were 564,374,057 shares of the issuer's common stock outstanding.

 

 

Explanatory Note

 

The purpose of this Amendment No. 1 on Form 10–K/A to our Annual Report on Form 10–K for the fiscal year ended December 31, 2011 originally filed with the Securities and Exchange Commission  (the “SEC”) on August 23, 2013 (the “Form 10–K”), is to correct a few clerical errors that were contained in the Form 10-K. Namely: (i) insert inadvertently omitted underlining from certain line items in the Balance Sheet and Statement of Loss; (ii) revise the Statement of Deficiency to reflect the par value of the Preferred Stock issued and subsequently converted into common stock totaling $20,000. The reclassification had no effect on the originally filed carrying values of the Preferred Stock and Additional Paid-in Capital as of December 31, 2011, (iii) to update Note 7 to state that the referenced transaction is included in stockholder's equity; and (iv) to update Note 8 and 9 by moving the paragraph about G & A Capital that was initially contained in Note 9 to Note 8. We are also filing this Amendment No. 1 to amend Item 12. Security Ownership of Certain beneficial Owners and Management to remove Stephen Luck and Paul Adams from the beneficial ownership table because they are no longer officers, directors or owners of more than 5% of our common stock; however, they do continue to own the shares of our common stock previously disclosed in the Form 10-K, but such shares are currently under an Executive Halt, which means that none of them may be traded or sold unless and until such halt is lifted.

 

No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, and does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way, disclosures made in the original Form 10–K.  Accordingly, this amendment should be read in conjunction with the original Form 10-K filing, as well as  our other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the original filing of the Form 10-K.

 

 

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS

a)

 

		Page No.
Report of Independent Registered Public Accounting Firm		F2
Consolidated Balance Sheets at December 31, 2011 and 2010		F3
Consolidated Statements of Losses for the years ended December 31, 2011, and 2010		F4
Consolidated Statements of Deficiency in Stockholders' Equity for the years ended December 31, 2011, and 2010		F5
Consolidated Statements of Cash Flows for the years ended December 31, 2011, and 2010		F6
Notes to Consolidated Financial Statements		F7 to F15

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

US Fuel Corporation

Atco, New Jersey

 

We have audited the accompanying consolidated balance sheets of US Fuel Corporation and Subsidiaries (formerly Nuclear Solutions, Inc. and Subsidiaries or the "Company"), as of December 31, 2011 and 2010 and the related consolidated statements of losses, deficiency in equity, and cash flows for years the ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based upon our audits.

 

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

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, inconformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

	\s\ Liggett, Vogt & Webb, P.A.
New York, NY
August 22, 2013

 

 

US FUEL CORPORATION AND SUBSIDIARIES
(FORMERLY NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)

CONSOLIDATED BALANCE SHEETS

 

		December 31,				December 31,
		2011				2010
Current assets:
Deposits		$	1,800			$	1,800
Total current assets			1,800				1,800
Property and equipment, net of accumulated depreciation of  $12,682 as of December 31, 2011 and $9,273 as of December 31, 2010 , respectively			103,946				104,328
Total assets		$	105,746			$	106,128
LIABILITIES AND DEFICIENCY  IN EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	6,452,904			$	6,418,136
Convertible notes payable			39,000				39,000
Total current liabilities			6,491,904				6,457,136
Common stock subscription liability			-				245,000
Total liabilities			6,491,904				6,702,136
Commitments and contingencies
Deficiency in equity:
Preferred stock, $0.0001 par value; 200,000,000 shares
Authorized, 0 shares issued and outstanding			-				-
Common stock, $0.0001 par value; 800,000,000
shares authorized,  263,523,057 and 99,120,981 issued and outstanding, as of December 31, 2011 and December 31, 2010, respectively			26,421				9,912
Additional paid-in capital			27,287,918				19,969,387
Accumulated deficit			(31,536,076	)			(27,078,463	)
Subscription receivable			(2,663,563	)			-
Total deficiency in stockholders’ equity			(6,885,300	)			(7,099,164	)
Noncontrolling Interest			499,142				503,156
Total deficiency in equity			(6,386,158	)			(6,596,008	)
Total liabilities and deficiency in equity		$	105,746			$	106,128

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

US FUEL CORPORATION AND SUBSIDIARIES
(FORMERLY NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF LOSSES

 

		For the Years Ended December 31,
		2011				2010
Revenue		$	-			$	-
Operating expenses:
General and administrative expenses			819,881				327,958
Depreciation and amortization			3,409				3,575
Bad Debt			-				24,500
Total operating expenses			823,290				356,033
Loss from operations			(823,290	)			(356,033	)
Other income (expense):
Interest expense			(1,900	)			(1,900	)
Bad debt - related party subscription receivable			(3,636,437	)			-
Loss before provision for income taxes			(4,461,627	)			(357,933	)
Provision for income taxes			-				-
Net loss			(4,461,627	)			(357,933	)
Net loss attributable to the noncontrolling interest			(4,014	)			(9,263	)
Net loss attributable to US Fuel Corporation		$	(4,457,613	)		$	(348,670	)
Basic and diluted loss per share		$	(0.02	)		$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted			188,754,330				98,804,214

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

US FUEL CORPORATION AND SUBSIDIARIES
(FORMERLY NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES) 

CONSOLIDATED STATEMENT OF DEFICIENCY IN EQUITY

 

FOR THE YEARS ENDED DECEMBER 31, 2011 and 2010

 

																																		Total
		Common Stock								Additional Paid - In				Preferred Stock								Accumulated				Non- Controlling				Subscription				Deficiency in
		Shares				Amount				Capital				Shares				Amount				Deficit				Interest				Receivable				Equity
Balance January 1, 2010			97,890,981			$	9,789			$	19,964,510				-			$	-			$	(26,729,793	)		$	512,419							$	(6,243,075	)
Shares issued for future services			1,230,000				123				4,877																								5,000
Net income			-				-				-								-				(348,670	)			(9,263	)							(357,933	)
Balance December 31, 2010			99,120,981			$	9,912			$	19,969,387				-			$	-			$	(27,078,463	)		$	503,156							$	(6,596,008	)
Shares issued for a debt consolidation			-				-				225,000				200,000,000				20,000				-				-								245,000
Shares issued for debt consolidation			164,402,076				16,509				7,093,531				(200,000,000	)			(20,000	)			-				-								4,426,477
Net loss			-				-				-								-				(4,457,613	)		$	(4,014	)			(2,663,563	)			(4,461,627	)
Balance December 31, 2011			263,523,057			$	26,421			$	27,287,918				-				-			$	(31,536,076	)		$	499,142			$	(2,663,563	)		$	(6,386,158	)

 

 

 

US FUEL CORPORATION AND SUBSIDIARIES
(FORMERLY NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES) 

CONSOLIDATED STATEMENT OF CASH FLOWS

  

		For the Years Ended December 31,
		2011				2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(4,461,627	)		$	(357,933	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt - related party subscription receivable			3,636,437				-
Bad debt							24,500
Depreciation and amortization			3,409				3,575
Stock based compensation							5,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			407,268				93,282
Net cash used in used operating activities			(414,513	)			(231,576	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			(3,027	)			-
Net cash used in investing activities			(3,027	)			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from G&A Capital							245,000
Expenses paid by G&A Capital			417,540				-
(Repayments) of notes and loans							(15,000	)
Net cash provided by financing activities			417,540				230,000
Net  increase (decrease) in cash			-				(1,576	)
Cash, beginning of period			-				1,576
Cash, end of period		$	-			$	-
Supplemental disclosures:
Cash paid for:
Interest			-				-
Income taxes			-				-
Non-cash investing and financial activities:
Common stock subscription exercised by G & A Capital		$	245,000				-
Common stock issued by G& A Capital with settlement of accrued expenses		$	372,500				-

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

US FUEL CORPORATION AND SUBSIDIARIES
(FORMERLY NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2011 and 2010

  

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

 

Nuclear Solutions, Inc. ("the "Company") was organized February 27, 1997 under the laws of the State of Nevada, as Stock Watch Man, Inc. On September 12, 2001, the Company amended its articles of incorporation to change its name to Nuclear Solutions, Inc.

 

On September 2, 2005 the Company formed a wholly owned subsidiary, Fuel Frontiers Inc.(“FFI”), to pursue alternative fuel technology and projects

 

On July 31, 2006 the Company formed a wholly owned subsidiary, Liquidyne Fuels, which has no activity.

 

In 2008 the Nuclear Solutions Board of Directors elected to focus the Company exclusively on the production of synthetic fuels through the FFI subsidiary. Activities related to nuclear waste remediation was suspended.

 

On June 10, 2011 the Company name was changed from Nuclear Solutions to US Fuel Corporation, with a singular focus to design, build, own and operate coal-to-liquid (“CTL”) facilities.

 

Seeing no further need for the specific susidiary, on September 12, 2012, FFI was dissolved.

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in the consolidated financial statement

 

Business

 

The business of US Fuel Corporation is to acquire and develop the intellectual property necessary to support the construction of multiple, scalable facilities capable of producing alternative fuels, with a primary feedstock of coal. The current project plan involves engineering a unique combination of technologies as the core of a scalable process to support multiple production facilities.

 

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

 

Revenue Recognition

 

Revenues are recognized in the period that services are provided. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605 “Revenue Recognition”. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Payments received in advance are deferred.

 

 

Collaborative Arrangement

 

In 2007, the Company, through its subsidiary FFI, entered into a collaborative arrangement with Kentucky Fuels Associates, Inc. (“KFA”) for the development of coal-based gas-to-liquid (“CTL”) fuel production facilities in the state of Kentucky. KFA has agreed to provide an initial funding of $2,000,000 per site to be applied by FFI towards any and all costs and expenses incurred in the ordinary course of business for the development, construction and arranging of financing to closure including without limitation the following costs: engineering, procurement, administrative, development management,

 

financing, legal, operations and maintenance costs for each said fuel production facility. In consideration for KFA's initial minimum funding contribution, KFA will receive 7% of the annual net pre-tax income of each jointly developed CTL diesel fuel facility and 2.5% equity interest in the first CTL diesel fuel facility developed by FFI and KFA. Additionally, KFA will have the exclusive right to develop CTL diesel fuel facilities with FFI in the state of Kentucky and a conditional first right of refusal to develop CTL diesel fuel facilities in the remainder of the United States.

 

We are accounting for this agreement pursuant to ASC Topic 808 “Collaborative Arrangements”. During the years ended December 31, 2011 and 2010, we reported $0 for both years as payments received pursuant to collaborative agreements. The unexpended balance of payments received of $0 for both December 31, 2011 and 2010 is reported as a current liability as advance payments received.

 

KFA dissolved in 2012 and our contract with them is no longer in force. Accordingly, we are no longer have any obligations to pay KFA and therefore any amounts previously set aside for KFA shall instead be retained by the Company.

 

Noncontrolling Interest

 

As a result of adopting ASC 810-10 Consolidations, we present non-controlling interests as a component of equity on our Consolidated Balance Sheets and Consolidated Statement of Deficiency in Equity. 

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

Concentration of Risk

 

Financial instruments and related items which potentially subject the Company to concentration of credit risk consist primarily of cash. The Company places its cash and temporary cash investments with credit quality institutions and has not experienced any losses in its accounts.

 

Property and Equipment

 

The cost of furniture and equipment is depreciated over the estimated useful life of the assets utilizing the straight-line method of depreciation based on estimated useful lives of five years. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed and any resulting gain or loss is recognized.

 

Intangible and Long-lived Assets

 

The Company follows ASC 360, “Property Plant and Equipment” , which establishes a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long lived asset to be held and used.  Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.  

 

 

Income Taxes

 

The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  

 

Stock Based Compensation

 

The Company accounts for its stock based compensation under ASC 718-10, “Compensation-Stock Compensation”, which was adopted in 2006, using fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments.

 

Loss Per Share

 

The Company utilizes ASC 260, “Earnings Per Share” for calculating the basic and diluted loss per share.  The assumed exercise of common stock equivalents was not utilized since the effect would be anti-dilutive.

 

Fair Value of Financial instruments

 

The carrying amounts of financial instruments, which include accounts payable, accrued expenses and debt-obligations approximate their fair value due to their short term nature and/or variable interest rates. The Company's debt obligations bear interest at rates which approximate prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value for these instruments approximate fair value. As of December 31, 2011 and 2010, the Company did not have any financial instruments that are required to be measured on a recurring basis.

 

The Company adopted new accounting guidance pursuant to ASC 820 which established a framework for measuring the fair value and expands disclosure about fair value measurement. The Company did not elect fair value accounting for any assets and liabilities allowed by previous guidance. Effective January 1, 2009, the Company adopted the provisions accounting guidance that relate to non-financial assets and liabilities that are not required or permitted to be recognized or disclosed at fair value on a recurring basis. Effective April 1, 2009, the Company adopted new accounting guidance which provides additional guidance for estimating fair value in accordance with ASC 820, when the volume and level of activity for the asset or liability have significantly decreased. The adoption of the provisions of ASC 820 did not have a material impact on our financial position or results of operations.

 

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

 

1.Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

2. Level 2 Quoted prices in market that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

 

 

3. Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no activity).

 

The carrying amounts of financial instruments, which include cash, accounts payable, accrued expenses and debt obligations, approximate their fair values due to he short-term nature. As of December 31, 2011 and 2010, the Company does not have financial assets or liabilities that are measured at fair value on a recurring basis.

 

New Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

 

NOTE 3 - GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has incurred net loss of $4,461,627 and $357,933 during the years ended December 31, 2011 and 2010, respectively. The Company's current liabilities exceeded its current assets by $6,490,104 as of December 31, 2011. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional funds and implement its business plan. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its effort to secure additional equity financing. If operations and cash flows continue to improve through these efforts, management believes that the Company can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems.

 

 NOTE 4 – NOTES RECEIVABLE

 

During 2009, the Company advanced an aggregate of $24,000 to KFA pursuant to promissory notes bearing interest at 5% and maturing January 22, 2010. Note was deemed uncollectable in 2010.

 

NOTE 5 - PROPERTY AND EQUIPMENT

 

Property and equipment at December 31, 2011 and 2010 consists of the following:

 

		2011				2010
Land		$	95,726			$	95,726
Fixtures and equipment			20,902				17,875
			116,628				113,601
Less: accumulated depreciation			(12,682	)			(9,273	)
Net property and equipment		$	103,946			$	104,328

 

During 2009, the Company purchased a parcel of land for $95,726 to be utilized in the CTL project.

Depreciation expense totaled $3,409 and$ 3,575 for the years ended December 31, 2011 and 2010, respectively.

 

 

NOTE 6 - CONVERTIBLE DEBT

 

Notes payable at December 31, 2011 and 2010:

 

		2011				2010
Global Atomic Inc. demand note payable to related party at 10% per year, convertible into common stock at $1.00 per share		$	4,000			$	4,000
International Fission demand note payable to related party at 10% per year, convertible into common stock at $1.00 per share			15,000				15,000
Jackie Brown, demand note payable to related party, non -interest bearing, convertible into common stock at $1.00 per share			20,000				20,000
Total notes payable			39,000				39,000
Less: current portion			(39,000	)			(39,000	)
Balance notes payable (long term portion)		$	—			$	—

  

NOTE 7 – RELATED PARTY TRANSACTION

 

On December 3, 2009, the Company executed a promissory note, a former chief executive officer, in the amount of $15,000. The note bears no interest and was due April 3, 2010. The note was repaid on March 11, 2010.

 

During the years ended 2011 and 2010, the Company incurred rent and administrative expenses payable to a related party totaling $30,600 and $40,950, respectively.

 

See related party transactions related to G&A Capital Development LLC, included in stockholder’s equity.

 

NOTE 8 – STOCKHOLDER'S EQUITY

 

The Company is authorized to issue 800,000,000 shares of common stock with $0.0001 par value per share. As of December 31, 2011 and 2010, the Company has issued and outstanding 263,523,057 and 99,120,981 shares of common stock, respectively.

 

On April 5, 2010, the Company issued 1,230,000 shares of common stock to a former officer.

 

During the year ended December 31, 2010, the Company received $245,000 or a subscription liability from G & A Capital Development Company.

 

On May 12, 2011, the Company entered into an agreement with G&A Capital Development LLC (“G& A Capital”), a related party, whereby the Company issued 200,000,000 shares of Series A Preferred shares and a warrant to purchase 496,277,915 shares of common stock for an aggregate price of $2,000,000. The warrant shall have an exercise term of two years. Upon the Company increasing their number of authorized shares, the 200,000,000 shares of Series A Preferred shares were agreed to be exchanged for 164,402,076 shares of common stock. The share and warrant issuances were in consideration of G&A Capital making previous payments on the Company’s behalf totaling $662,540 ($245,000 subscription received in 2010 and $417,540 expenses paid by G&A Capital in 2011) and an agreement that of G&A Capital will assume the outstanding financial obligations incurred by the Company up to $8,000,000 as long as the liability was incurred on or before September 11, 2011. in accounts payable and officers compensation packages. During the year ended December 31, 2011, G & A Capital had settled $372,500 of the Company's financial obligations by transferring common stock previously received form the May 12, 2011 agreement.

 

As of September 11, 2011, the Company had recorded a subscription receivable of $6.3 million related to the liabilities that were to be ultimately settled by G&A Capital. In 2012, G&A Capital settled approximately $2.7 million of accrued liabilities. As a result, the Company recorded a bad debt charge in 2011 related to the remaining $3.6 million that was not subsequently settled.

 

NOTE 9 – NONCONTROLLING INTEREST

 

The Company initially owned 100% of the issued and outstanding common stock of its subsidiary FFI, which was represented by 30,000,000 shares. On June 12, 2009, the Company entered into a Stock Purchase Agreement and sold 10%, or 3,000,000 FFI common shares (the “Shares”) to Schrader & Associates Defined Benefit Pension Plan (herein, “Schrader”) for the sum of $350,000. 

 

Schrader granted the Company the first right of refusal to match or exceed any third party bona fide offer to purchase the Shares until June 12, 2014.

  

 

Additionally, on June 12, 2009, in consideration of $5,000, the Company granted Schrader an option to purchase an additional 10% of FFI for the sum of $350,000.  The option expired on September 12, 2009. On June 30, 2009, Schrader partially exercised the option and purchased an additional 1,500,000 common shares of FFI, which represents 5.0% percent of the issued and outstanding common stock of FFI, for proceeds of $175,000.

 

The investment by Schrader in FFI is recorded as a noncontrolling interest in the financial statements and is summarized as follows at December 31, 2011 and 2010:

 

Sale of FFI shares		$	525,000
Sale of option			5,000
Allocated loss – 2009			(17,581	)
Balance at December 31, 2009			512,419
Allocated loss - 2010			(9,263	)
Balance at December 31, 2010			503,156
Allocated loss - 2011			(4,014	)
Balance at December 30, 2011		$	499,142

  

Management Agreement

 

In conjunction with the sale of its partial interest in FFI on June 12, 2009, the Company, FFI and Schrader entered into a Management Agreement, (the “Agreement”).  The Agreement states that the Company will use the proceeds of the sale of the Shares according to the Company’s use of proceeds Schedule which is attached the Agreement.   Additionally, the Company has agreed to nominate and appoint, and or vote into office one person named by Schrader who will be seated as a member of the FFI board of directors for a 12-month term.

 

FFI, upon receipt of funds from the Company’s use of proceeds schedule, has agreed to purchase certain real property located in Muhlenberg, Kentucky (the “Muhlenberg Property”) for the proposed construction of a Coal-to-Liquids (CTL) plant for approximately $150,000.  FFI has agreed to take title to the Muhlenberg Property in such a manner so that the property ownership would automatically transfer to Schrader in the event FFI were to file a petition in Bankruptcy Court, wind-up or liquidate.

 

Additionally, if FFI were to abandon its pursuit of a CTL plant on the Muhlenberg Property because FFI’s inability to obtain all appropriate approvals and permits required for a CTL plant, then FFI would sell the Muhlenberg Property and use the net proceeds to acquire another property for a CTL plant according to the same type of acquisition and title structure.

 

If FFI were able to secure an off-take agreement or fuel purchase agreement for fuels from its proposed CTL Plant, that would permit FFI to secure project financing, or if FFI were to secure project financing using the Muhlenberg or similar property as collateral, the Schrader would quit claim the future interest in and to the property to FFI.

 

NOTE 10- ACCRUED EXECUTIVE COMPENSATION

 

As of December 31, 2011 and 2010, the Company owed former and current employees approximately $1,440,154 and $1,284,154, respectively.

 

 

The Company had an Employment Agreement with Paul M Brown, its former President, whereby the Company was to pay Mr. Brown an annual base salary of $250,000. Mr Brown passed away in April 2002. For the year ended December 31, 2002, the amount of salary accrued until Mr. Brown's death was $142,667. Such amount has not been paid to Mr. Brown's estate and remains a liability on the Company's books.

 

On September 13, 2001, the Company hired Patrick Herda as the Vice President of Business Development. Mr Herda was the President and CEO of the Company from September 2001 until October 2009. Mr. Herda's salary was $110,000 for the year ended December 31, 2006 and $55,000 for the year ended December 31, 2007. The Company was unable to pay Mr. Herda his full salary and these unpaid sums have been accrued. On January 10, 2006, Mr. Herda entered into a 3-way agreement whereby he irrevocable assigned deferred compensation totaling $542,987 to I.P. Technology Holding, Inc. (IPTH), a New Jersey corporation with whom we had a licensing agreement, in exchange for a guarantee to receive a minimum of $80,000 in cash salary from the Company, for the 2006 fiscal year. On June 10, 2008, pursuant to the January 10, 2006 agreement, the Company issued 5,250,000 shares to IPTH valued at $542,987. As of December 31, 2011 and 2010, the amount accrued was $161,376.

 

On January 23, 2002, the Company hired John Dempsey as the Vice President at an annual base salary of $120,000. Mr. Dempsey resigned effective September 5,2005. The Company has been unable to pay Mr. Dempsey's full salary in past years and these unpaid sums have been accrued. As of December 31, 2011 and 2010, the amount accrued was $328,799 and at Mr. Dempsey's discretion will ,be paid back either in cash or common stock at a price of $1 per share.

 

Kenneth Faith the Company's Chief Financial Officer from 2007 to 2011, did not receive a salary during the fiscal year ended December 31, 2007. The Board of Directors approved an annual base salary of $225,000 commencing March 1, 2008. The Company was never able to pay Mr. Faith's full salary and ultimately accrued approximately $455,500 in owed compensation, but Mr. Faith has since settled this debt through the G & A Capital Agreement and the Company no longer owes any amounts to Mr. Faith, therefore, such debt is no longer reflected on the Company's books.

 

John Powers, an independent director of the Company from June 2002 to October 2009, did not receive a salary during the fiscal year ended December 31, 2007. The Board of Directors approved giving Mr. Powers $41,563 in directors compensation commencing March 1, 2008 and G & A Capital paid such amounts through its agreement with the Company.

 

NOTE 11 - COMMITMENTS AND CONTINGENCIES

 

On November 3, 2005, FFI entered into a fifteen-year land lease with Venture III Associates, renewable for up to 90 years, for an approximate six-acre site in Toms River, New Jersey to build a proposed 52 million gallon waste-to-ethanol production facility in exchange for 1,000,000 shares of FFI common stock. When the facility commences operations FFI will pay Venture III $240,000 dollars annually in equal monthly installments, plus three (3%) percent of the net operating profit of the waste-to-ethanol facility when the facility begins operations. The payment of the 1,000,000 shares of FFI common stock was deferred by Venture III until groundbreaking occurs for the waste to fuel facility on said property.

 

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

 

On September 30, 20101, plaintiff Scott Schrader initiated litigation in the Commonwealth of Kentucky, Franklin Circuit Court, Case No 10-CI-01548 against Nuclear Solutions, Fuel Frontiers and other individuals. In the lawsuit, plaintiff alleges a dispute over an investment in Nuclear Solutions and presents claims for breach of contract, intentional misrepresentations, negligence, fraud and fraudulent inducement, unjust enrichment and breach of constructive or resulting trust.

 

NOTE 12 – OPTIONS AND WARRANTS

 

The following table summarizes the changes in warrants outstanding and the related exercise prices for the shares of the Company's common stock issued by the Company as of December 31, 2011 and 2010:

 

		Number of Shares				Weighted Average Exercise Price
Outstanding at December 31, 2009			500,000			$	0.35
Granted			—				—
Exercised			—				—
Canceled or expired			(500,000	)			(0.35	)
Outstanding at December 31, 2010			—				—
Granted			496,277,915				0.004
Exercised			—				—
Canceled or expired			—				—
Outstanding at December 31, 2011			496,277,915				0.004

 

 NOTE 13-NON_QUALIFIED STOCK GRANT AND OPTION PLAN

 

In 2007, the Company adopted Non_qualified Stock Grant and Option Plan, which expired in 2010. The Plan was administered by the Company's Board of Directors. Directors, officers, employees, consultants, attorneys, and others who provided services to the Company were eligible participants. Participants were eligible to be granted warrants, options, and common stock as compensation.

 

 NOTE 14 - INCOME TAXES

 

The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $18 million, which will expire by 2031.   The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company's future use of its existing net operating losses may be subject to limitations of Section 382 of the Internal Revenue Code. As of December 31, 2011, we have fully allowed for any deferred tax assets as management has determined that it is more-likely-than-not that we will not sustain the use of our net operating loss carryforwards and have established a valuation allowance for them. The valuation allowance increased by $ 280,100 and by $ 91,100 during the years ended December 31, 2011 and 2010, respectively.

 

The Company files income tax returns in the United States federal jurisdiction and certain states in the United States. The Company is delinquent in filing its federal and state income tax returns for the years ended December 31, 2010, 2011 and 2012. No tax returns are currently under examination by any authorities.

 

 

NOTE 14 – SUBSEQUENT EVENTS

 

On May 15, 2012, G & A Capital exercised a cashless provision related to the warrants issued in May 2011. The Company issued 300,851,000 common shares.

 

On July 30, 2012, Schrader & Associates, LLC filed a complaint against Fuel Frontiers, Inc. in the Commonwealth of Kentucky, Muhlenberg Circuit Court Division, as Civil Action No 12-CI-352 to Quiet Title on property acquired by Fuel Frontiers, Inc. The property that is subject of this litigation is not the site selected for the US Fuel Muhlenberg County coal-to-liquid facility.

 

On September 10, 2012, the Company Board of Directors unanimously approved the decision by Harry Bagot as CEO to execute a quit claim deed to resolve the quiet title action pending between the Company and Scott Schrader.

 

On August 14, 2012, the Company entered into a Master Services Agreement (“MSA”) with Global Private Funding, Inc. which included provisions for Global to provide the Company with business incubation services, legal and compliance services and underwriting services. On April 22, 2013, the Company terminated the MSA for cause.

 

Fuel Frontiers, Inc. was dissolved effective as of September 12, 2012.

 

From the period January 1, 2011 through June 30, 2013, G & A Capital reduced the Company's liabilities by $4,071,480 under the Stock Purchase Agreement the Company maintained with G & A Capital.

 

  

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

 

In light of the timing of this Form 10-K, we are including two security ownership tables below: Table I speaks as of December 31, 2011 and Table II speaks as of August 21, 2013.

 

The following tables sets forth certain information regarding beneficial ownership of our Common Stock as of the date specified by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our Common Stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group.

 

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of the date of the respective table.  For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the date of the respective table is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. 

 

Unless otherwise indicated, the business address of each person listed is in care of 5505 Connecticut Ave NW Suite 191, Washington, DC 20015. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

 

Table I

 

As of December 31, 2011, we had 263,523,057 shares of Common Stock issued and outstanding.

 

Title of Class		Amount and Nature				Percent of Class
Common Stock
Stanley Drinkwater			0				0.00	%
Harry Bagot			0				0.00	%
William Chady			0				0.00	%
Total			0				0.00	%
G & A Capital Development LLC (1)			162,714,576				61.75	%

 

1)

G & A Capital submitted a proxy giving Mr. Bagot, Mr. Drinkwater and Mr. Chady (our current board members), collectively, voting power over the shares held by G & A Capital.

 

Table II

 

As of August 21, 2013, we had 564,374,057 shares of Common Stock issued and outstanding.

 

Between December 31, 2011 and August 21, 2013, G & A Capital distributed such number of shares of the Common Stock it owned to our executive officers and key employees, as per the terms of the Stock Purchase Agreement we maintain with them, that they no longer own more than 5% of our outstanding Common Stock. As of the date of this Report, G & A Capital has never sold any of its shares on the open market or otherwise and all shares of Common Stock they continue to own remain restricted.

 

 

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership				% of Class
Harry Bagot			33,600,000	(1)			5.95	%
Stanley Drinkwater			76,050,000				13.47	%
William Chady			12,547,366				2.22	%
All officers and directors as a group (five persons)			147,197,366				26.06	%
Reyna & Associates, LLC (2)			71,382,576				12.64	%

 

1)

This amount includes 600,000 shares that Mr. Bagot purchased on the open market.

2)

Reyna submitted a proxy giving Mr. Bagot, Mr. Drinkwater and Mr. Chady (our current board members), collectively, voting power over the shares held by G & A Capital.

 

(c) Changes in Control. To management’s knowledge, there are no arrangements which may result in a change in control.

 

PART IV

 

Item 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

3.1		Certificate of Incorporation, as Amended (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K for the year ended December 31, 2010 as filed on August 2, 2013)
3.3		Bylaws (Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K for the year ended December 31, 2010 as filed on August 2, 2013)
10.1		Form of Stock Purchase Agreement with G & A Capital, Development LLC, dated May 12, 2011(Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K for the year ended December 31, 2010 as filed on August 2, 2013)
10.2		Form of Amendment to Stock Purchase Agreement with G & A Capital, Development LLC, dated May 13, 2011 (Incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K for the year ended December 31, 2010 as filed on August 2, 2013)
10.3		Form of Stock Purchase Agreement and exhibits with Schrader & Associated Defined Benefit Pension Plan (Incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 2010 as filed on August 2, 2013)
10.4		Form of Joint Venture Agreement with Renewed World Energies, Inc., dated April 26, 2013 (to be filed by amendment)
10.5		Teaming Agreement with Woolpert, Inc., dated May 3, 2013 (to be filed by amendment).
20.1		Code of Ethical Conduct (Incorporated by reference to Exhibit 99 to the Form 10KSB for the year ended December 31, 2003)

 

 

21		List of subsidiaries (Filed herewith)
31.1		Chief Executive Officer-Section 302 Certification pursuant to Sarbanes-Oxley Act (Filed herewith)
31.2		Chief Financial Officer- Section 302 Certification pursuant to Sarbanes-Oxley Act (Filed herewith)
32.1		Chief Executive Officer-Section 906 Certification pursuant to Sarbanes-Oxley Act (Filed herewith)
32.2		Chief Financial Officer- Section 906 Certification pursuant to Sarbanes-Oxley Act (Filed herewith)

 

101.INS	XBRL INSTANCE DOCUMENT **
101.SCH	XBRL TAXONOMY EXTENSION SCHEMA **
101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **
101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **
101.LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE **
101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **

 

**        In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this report on Form 10-K shall be deemed “furnished” and not “filed”.

 

  

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	US FUEL COPORATION
Date: August 26, 2013	By:	/s/ Harry Bagot
		Harry Bagot
		Chief Executive Officer
		(Authorized Signatory)

 

	US FUEL CORPORATION
Date: August 26, 2013	By:	/s/ William E. Chady
		William E. Chady
		Chief Financial Officer, Principal Accounting Officer
		(Authorized Signatory)

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Harry Bagot		CEO, Director, President		August 26, 2013
Harry Bagot		(Principal Executive Officer)
/s/ William E. Chady		CFO, Director		August 26, 2013
William E. Chady		(Principal Financial/Accounting Officer)
Stanley Drinkwater		Director		August 26, 2013