US FUEL CORP - FORM 10-K - December 17, 2013

Attached files

file	filename
EX-21 - EXHIBIT 21 - US FUEL CORP	v362810_ex21.htm
EX-32.1 - EXHIBIT 32.1 - US FUEL CORP	v362810_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - US FUEL CORP	v362810_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - US FUEL CORP	v362810_ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - US FUEL CORP	v362810_ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2012

¨TRANSITION 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 incorporation or organization)		(I.R.S. Employer Identification No.)

5505 Connecticut Ave NW, Ste. 191, Washington, DC 20015

(Address of principal executive offices, including zip code)

Registrant’s telephone number including area code: (202) 787-1951

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 ¨ 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 ¨ 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 ¨ 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. ¨

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	¨	Accelerated filer	¨
Non-accelerated filer	¨	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 shares of the issuer's voting stock held by non-affiliates as of June 30, 2012, was $33,862,443.42 based the average of the bid and asked price as quoted on the OTC Electronic Bulletin Board on such date*,. As of December 13, 2013, there were 564,374,057 shares of the issuer's common stock outstanding.

* There was no trading in our stock for a period from March 13, 2012 to September 23, 2012. The average of the bid and asked price as quoted on the OTC Electronic Bulletin Board in our stock on March 12, 2012 was $0.06 per share.

FORM 10-K ANNUAL REPORT

FISCAL YEAR ENDED DECEMBER 31, 2012

NUCLEAR SOLUTIONS INC

Item		Page

	PART I
1.	Business	3
1A.	Risk Factors	9
1B.	Unresolved Staff Comments	15
2.	Properties	15
3.	Legal Proceedings	15
4.	Mine Safety Disclosures	16

	PART II

5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
6.	Selected Financial Data	17
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
7A.	Quantitative and Qualitative Disclosures About Market Risk	19
8.	Financial Statements and Supplementary Data	F1 – F14
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	34
9A.	Controls and Procedures	34
9B.	Other Information	35

	PART III

10.	Directors, Executive Officers and Corporate Governance	35
11.	Executive Compensation	38
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
13.	Certain Relationships and Related Transactions, and Director Independence	40
14.	Principal Accountant Fees and Services	41

	PART IV

15.	Exhibits and Financial Statement Schedules	41

Page 2 of 42

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains many forward-looking statements, which involve risks and uncertainties, such as our plans, objective, expectations and intentions. You can identify these statements by our use of words such as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," "continue," "plans," or other similar words or phrases. Some of these statements include discussions regarding our future business strategy and our ability to generate revenue, income, and cash flow. We wish to caution the reader that all forward-looking statements contained in this Form 10-K are only estimates and predictions. Our actual results could differ materially from those anticipated as a result of risk facing us or actual events differing from the assumptions underlying such forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to update any of these factors or to publicly announce any change to our forward-looking statements made herein, whether as a result of new information, future events, changes in expectations or otherwise.

Item 1. Description of Business

This Form 10-K for the period ended December 31, 2012 is being filed in December 2013, due to the Company’s failure to timely file audited financial information for the fiscal years of 2010, 2011 and 2012.

In addition to filing this Annual Report on Form 10-K for the fiscal year ended December 31, 2012, earlier this year, the Company filed its Form 10-K for the fiscal year ended December 31, 2010 and December 31, 2011; the Company intends to file the required quarterly reports on Form 10-Q soon (collectively, the "Recent Filings"). This Report is historically accurate for the period of this filing and although we include some current information, we strongly recommend reading this Report in conjunction with the Form 10-K for 2010 and 2011, as well as the Company's other to be filed and filed quarterly reports and current reports, to fully understand the Company’s current business and financial situation.

Our Corporate History and Business.

In light of the timing of this filing, in addition to providing a brief summary of our history, we are also providing a summary of the key events that have occurred since the year ending December 31, 2009, which is the last annual report we filed prior to filing any of the Recent Filings, through the date of this Report. Please note that we have previously disclosed information about some of the corporate actions and transactions in further detail and this section shall serve only as a summary of such events, you are therefore encouraged to review our prior filings.

Corporate History

US Fuel Corporation (the "Company") was organized on February 27, 1997 under the laws of the State of Nevada, as Stock Watch Man, Inc. The initial business strategy was to become an informative, comprehensive and user friendly Internet-based financial site by developing and then marketing a website through internet search engines and links to financial resources.

In 2001, the Company took actions to change the business focus from web services to nuclear waste remediation and entered into an Asset Purchase Agreement to acquire a Patent License Agreement that involved new technologies believed to be potentially effective in the remediation of nuclear waste products. On September 12, 2001, the Company amended its articles of incorporation to change its name from Stock Watch Man, Inc. to Nuclear Solutions, Inc. (“NSOL”) to ensure the corporate name properly reflected the new corporate business focus.

On September 2, 2005, NSOL formed a wholly owned subsidiary, Fuel Frontiers Inc. (“FFI”), to pursue alternative fuel technology and projects. However, in 2008, we elected to focus the company exclusively on the production of synthetic fuels and activities related to nuclear waste remediation were suspended. When we later re-focused our operations, we no longer needed the subsidiary and dissolved FFI on September 12, 2012.

Page 3 of 42

On July 31, 2006, the Company formed another wholly owned subsidiary, Liquidyne Fuels, which has had no activity through June 2013.

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

As further described below, on June 14, 2011, the Company's Articles of Incorporation were amended to, among other things, increase the authorized common stock capital from 100,000,000 shares of common stock, par value $0.0001 to 800,000,000 shares of common stock (the Company also has 10,000,000 shares of preferred stock, par value $0.001).

On October 7, 2011, FINRA approved the name change to US Fuel Corporation and the symbol change from NSOL to USFF.

On September 10, 2012, pursuant to the Board's unanimous consent to same, the following events took place:

	1.	Paul Adams was appointed as the Company's Chief Operating Officer;

	2.	Stephen Luck was appointed as a member of the Board of Directors;

	3.	Mr. Schwartz resigned from the Executive Committee;

	4.	The Executive Committee was dissolved because it accomplished its purpose and was no longer needed;

	5.	FFI shall be dissolved. The technology embedded in FFI was deemed unfeasible and could not be financed;

	6.	Unanimously approved a salary for Mr. William Chady of $110,000 per year; and,

	7.	It was decided that Mr. Stanley Drinkwater will cast the tie breaking vote in the case of a dead lock. G & A Capital, Development LLC also agreed to this provision and to proxy their votes to Mr. Stanley Drinkwater if required (See "G & A Capital Agreement" below).

On September 20, 2012, OTC Markets removed the label of “Caveat Emptor”, also known as the “Skull and Crossbones” from the Company's ticker symbol.

History & Progress of Business Plans/Operations

Since 2008, the business of the Company has been to design, build, own and operate facilities to gasify coal and convert that coal-derived gas into liquid fuel. The Company’s initial plans involved developing a large scale coal-to-liquid (“CTL”) facility that combined a plasma gasification process with a Fischer-Tropsch process to convert coal to liquid fuel.

In 2008, to supplement internal planning activities, the Company retained Mr. Paul Adams and Mr. Steven Luck as consultants to develop a facility business plan and economic model to be used to obtain project financing. The initial focus was on building a large scale plasma gasification based CTL facility. A technically feasible plan was developed, but financing for such a large scale project in the economic environment of 2008 and 2009 was problematic. Accordingly, in 2008, the then 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 were suspended and have not been in active development; historical data regarding those efforts is included in the Form 10-K for the year ended December 31, 2009.

During the summer of 2010, Mr. Adams and Mr. Luck worked with then President and CEO of the Company, John Fairweather to modify the plans developed in 2008. Mr. Adams developed an advanced draft of a modified project plan and Mr. Luck identified a potential funding source for the project described in that plan. However, for reasons unknown, Mr. Fairweather broke contact with Mr. Adams and Mr. Luck in September 2010.

Page 4 of 42

In 2011, with new leadership in place, the Board of Directors evaluated the Company’s position. Given the tough economy and other issues facing the Company, i.e. not being current with its SEC filings, the skull and cross bones “Caveat Emptor” or “Buyer Beware” on the Company's ticker symbol, the pending lawsuits and the large debt on the Company's books, the Board knew that it would be difficult to raise and receive the capital it needed to maintain operations. Finally, in May 2011, the Company entered into financing negotiations with G & A Capital, Development LLC, a New Jersey limited liability company ("G & A Capital"), which led to the execution of a Stock Purchase Agreement on May 12, 2011.

G & A Capital Agreement

The G & A Capital Stock Purchase Agreement, as amended on May 13, 2011, provided, in pertinent part, as follows:

1. G & A Capital would purchase 5,000,000 shares of the Company's preferred stock for an aggregate purchase price of $662,540.37;

2. The Company agreed to amend its Articles of Incorporation to, among other things, increase the authorized common stock capital from 100,000,000 shares of common stock, par value $0.0001 to 800,000,000 shares of common stock (the Company also has 10,000,000 shares of preferred stock, par value $0.001. At the time of the agreement, the Company had 97,980,981 shares of common stock and 0 shares of preferred stock issued and outstanding.

3. Upon amendment of the Articles of Incorporation, G & A Capital would exchange the 5,000,000 shares of preferred stock for 164,402,076 shares of common shares, with the preferred shares being cancelled and returned to the treasury.

4. Upon the exchange of the preferred stock for the common stock, the Company would issue G & A a warrant to purchase up to 496,277,915 shares of common stock common shares for an aggregate price of $2,000,000.

5. G & A Capital agreed to distribute the shares of Company common stock that it owned to members of the Company's management and key individuals at their discretion.

6. G & A Capital agreed to relieve, discharge, assume and/or pay ALL of the outstanding debt, financial obligations and all other liabilities incurred by the Company (including, among other things, accrued expenses and accrued compensation), excluding contingent liabilities (ie: Schrader Litigation (please see Legal Proceedings, below), subject to a limitation of liability, so long as the liability was incurred on or before September 31, 2011 and the total dollar amount is not greater than 8 Million Dollars.

As per the above terms, Articles of Incorporation were so amended on June 14, 2011.

In 2011, as a result of the G & A Capital Stock Purchase Agreement, the Company's liabilities were reduced by $372,500.

On May 15, 2012, G & A Capital partially exercised their Warrant to purchase 300,851,000 shares of common shares; as a result of such exercise, G & A Capital held 465,253,076 shares of the Company's common stock.

During 2012, G & A Capital provided the following aggregate executive compensation as per their agreement:

Name		Share Amount

Stanley Drinkwater		76,050,000

Harry Bagot		33,000,000

William Chady (1)		10,000,000

Garry Sparks (2)		7,500,000

Steven Luck (3)		10,000,000

Paul Adams (3)(4)		15,000,000

Page 5 of 42

	1)	Mr. Chady is a member of Kentucky Fuel Associates, Inc. (“KFA”), a company with whom FFI entered into a collaborative arrangement for the development of coal-based gas-to-liquid (“CTL”) fuel production facilities in the State of Kentucky. (See, "Note 2, Collaborative Agreement").

	2)	Mr. Sparks is the General Product Manager to Kentucky Fuel Associates, Inc. (“KFA”), a company with whom FFI entered into a collaborative arrangement for the development of coal-based gas-to-liquid (“CTL”) fuel production facilities in the State of Kentucky. (See, "Note 2, Collaborative Agreement").

	3)	These shares are currently subject to an Executive Halt, which means that none of these shares may be traded or sold, unless and until such halt is lifted.

	4)	In March 2013, G & A Capital provided Mr. Adams with an additional 5,000,000 shares of common stock for executive compensation.

Starting in June 2011, Mr. Bagot, Mr. Adams and Mr. Luck picked up from the earlier coal-to-liquid planning efforts and began working together to develop and refine a project plan that could be financed. The key to the new plan was a focus on a smaller, scalable facility, as financing was problematic for the typical large-scale plants previously considered by the Company.

On December 1, 2011, the Company entered into an agreement with Paul Adams and Steve Luck for them to

	a.	Perform a technology survey and recommend a gasification technology, prepare a business plan and a project proforma to submit to potential funding sources

	b.	Recommend contract terms (assurances, remedies and incentives) that should be considered in any agreement with feedstock providers and Off-takers;

	c.	Assist Company in initial project and long term corporate planning activities, including, without limitation, identifying and negotiating agreements with appropriate technology providers, sources of feedstock, locations of facilities and potential Off-takers.

	d.	Assist Company in long term planning would include, without limitation, a time line for development of additional projects, creating appropriate supply chain and technology relationships to take advantage of economies of scale and other economic development activities to be associated with coal gasification projects in Kentucky.

Under this agreement, Adams and Luck would remain the owners of all deliverables and the Company will have the exclusive right to use those deliverables upon payment of specified compensation. Pursuant to the agreement, a formal technology survey commenced in January 2012 that led to preliminary technology selections in June 2012 and final technology selections in December 2012.

Commencing in January 2012, the Company began a technology survey to determine the most appropriate technology to carry out its plans. Pursuant to the survey results, we determined to use a fluidized bed gasification system provided by Emery Energy ("Emery") and to develop proprietary gas conditioning and cleaning process, along with a scalable gas-to-liquid process, in coordination with 1^st Resource Group ("Resource Group"); we are party to a Memorandum of Understanding with each of Emergy and Resource Group as further described below.

On May 22, 2012, the Company executed a consulting contract with Brian Wishneff & Associates, LLC to manage the process associated with certain tax credit programs that might be applicable to the Muhlenberg County project, with a special focus on the New Market Tax Credit program.

On July 27, 2012, Shaw Environmental & Infrastructure, Inc. delivered its Phase I Environmental Site Assessment of the site in Central City, Kentucky, the Company selected for its first coal to diesel project. The report was prepared in conformance with the scope and limitations of ASTM Practice E1527 and was requested as part of the Company’s pre-acquisition due diligence; the report did not reveal any evidence of recognized environmental conditions in connection with the property. However, the report did note that the property included areas formerly designated as wetlands and advised to ensure all applicable wetlands related requirements are followed if facility construction activities would impact those wetlands. The property has been fully developed, so we do not anticipate any issues in this regard.

Page 6 of 42

On August 14, 2012, the Company entered into a Master Services Agreement (“MSA”) with Global Private Funding, Inc.("Global"), which included provisions for Global to provide the Company with business incubation services, legal & compliance services and underwriting services. The Company proceeded to achieve the milestones established by Global to obtain funding, but Global was unable to provide the funding as promised. Accordingly, on April 22, 2013, the Company terminated the Global MSA for cause. However, since that time and as of the date of this Report, we are working together with Global to resolve our differences in the hopes of re-establishing our working relationship.

As more specifically disclosed in the Current Report on Form 8-K that we filed with the SEC on December 18, 2012 (the "December 8K"), in November 2012, we signed a general Letter of Intent (LOI) with Empyrean West (Empyrean) wherein Empyrean agreed to assist in the funding of our coal-to-liquid (“CTL”) fuel projects in multiple locations in Kentucky. On April 22, 2013, we entered into a more specific Letter of Intent with Empyrean pursuant to which Empyrean agreed to fund up to 65% of the loan cost (the “Empyrean Portion”) for the CTL facilities specifically planned for Muhlenberg County and Perry County, Kentucky. The April 2013 LOI positions us to begin work on our first two facilities to convert coal into high quality liquid fuels, including ultralow sulfur diesel and jet fuel. The Empyrean Portion is dependent upon certain conditions, over which we may not have any control; accordingly, there is no guarantee we will receive the Empyrean Portion. If we do not receive the Empyrean Portion, we may not be able to find alternative funding sources on acceptable terms, or at all. The Empyrean Portion shall be paid through an EB-5 loan, which means that this project must meet all requirements to qualify for EB-5 status and all locations are within a Targeted Economic Area as defined by the United States Citizenship and Immigration Services. In 1990, as part of a general overhaul of the legal immigration system, Congress created the fifth employment-based preference for the issuance of United States visas.

On December 7, 2012, the Company entered into a Memorandum of Understanding (MOU) with 1^st Resource Group (1RG) to jointly develop and commercialize a complete Coal to Liquid Fuels Process. Under the terms of this MOU, the Company and 1RG will jointly:

	1.	Develop a proprietary process to clean and condition coal-derived synthesis gas – syngas (the “Gas Conditioning Process”);

	2.	Develop a proprietary process to convert that cleaned and conditioned syngas into liquid fuel (the “GTL Process”); and

	3.	Integrate the Gas Conditioning Process and the GTL Process with a 300 ton-per-day (TPD) gasifier to produce approximately 525 barrels (22,050 gallons) of liquid fuel, consisting of approximately 50% diesel and 50% jet fuel (the “300 TPD CTL Facility”).

The Company, jointly with 1RG shall own the Gas Conditioning Process and the GTL Process, with the Company having exclusive world-wide rights to use the Gas Conditioning Process and the GTL Process on all projects in which coal is the feedstock and 1RG has exclusive world-wide rights to use the Gas Conditioning Process and GTL Process on all projects in which natural gas is the feedstock. The Company and 1RG will joint venture on any project involving a feedstock other than coal and natural gas.

The Company plans to build a CTL facility that will process 300 ton-per-day ("TPD") of coal to produce synthetic fuels; such facility will be developed as a template capable of being rapidly replicated on multiple sites. Each individual facility is expected to cost approximately $120,000,000 and create 50 direct jobs.

On December 17, 2012, the Company entered into a Memorandum of Understanding (MOU) with Emery Energy (Emery), whereby the Company engaged Emery to provide the coal gasification process for the Company 300 TPD CTL Facility. The Emery Bubbling Fluid Bed Gasifier technology will be licensed to the Company, with exclusive rights available to the Company for deployment in the Commonwealth of Kentucky upon achievement of certain deployment milestones.

Page 7 of 42

On January 22, 2013, the Company’s offer to purchase real property for a coal-to-liquids facility in Muhlenberg County, Kentucky was accepted. The site consists of approximately 126.1 acres of real property in Muhlenberg County, Kentucky near the community of Central City, Kentucky along U.S. Hwy. 431 and adjacent to an operating surface coal mine.

On March 15, 2013, the Company executed an employment contract with Paul Adams as Chief Operating Officer. The Company board of directors approved the agreement in September 2012 and it was immediately transmitted to Global Private Funding under the MSA. After six months of no response from Global Private Funding, the agreement was modified slightly to remove references to Global Private Funding from the agreement and it was executed.

On April 26, 2013, the Company executed a joint venture with Renewed World Energies, Inc. (“RWE”), a majority owned subsidiary of Aventura Equities, Inc. (OTC pink: AVNE), to integrate RWE’s patent pending Photo bioreactor into our CTL plants planned for Muhlenberg County and Perry County, Kentucky. The proprietary CTL process we intend to develop will include the ability to capture the carbon dioxide produced by the CTL process. Once captured, the carbon dioxide will be put to use to grow algae using the RWE Photo bioreactor. The RWE system circulates the water, nutrients, and CO2 required to grow the algae through the tank and panels, with the entire process continuously monitored and the growth environment automatically adjusted to maximize output.

On May 3, 2013, we executed a Teaming Agreement with Woolpert, Inc. ("Woolpert"), pursuant to which Woolpert will be the Lead Design Consultant and Design-Build Program Manager to provide the necessary planning, design and preliminary design-build documents in coordination with the CTL process engineers for our CTL plants planned for Muhlenberg County and Perry County, Kentucky.

Discussions with both RWE and Woolpert began prior to the termination of our agreement with Global, however Global did not show any interest in either entity and took no action to support our engagement with either entity. Following termination of the MSA with Global, we completed the formal agreements disclosed above with RWE and Woolpert.

Major Officer/Director Changes

As further detailed in the Current Report on Form 8-K that we filed on March 31, 2011 and September 17, 2012 and, after a 10 day suspension period, Mr. Fairweather was terminated as the Company's CEO, President and all positions he held with the Company in March 2011.

On March 26, 2011, the Board of Directors appointed Harry Bagot as a Director and as the new President and Chief Executive Officer. The Company then formed an Executive Committee, consisting of Stanley Drinkwater, Harry Bagot, William Chady and Kenneth Faith, to refocus the corporate purpose on the building of coal-to-diesel facilities. Later, in June 2011, Mr. Robert Schwartz was also appointed to the Executive Committee.

Mr. Faith resigned as Chief Financial Officer and left the Executive Committee on May 10, 2011; this action was required by a third party in order for Mr. Faith to participate in another business opportunity; his relationship with The Company was excellent.

On May 13, 2011, the Board of Directors hired William Chady, C.P.A., who is also a director, as the Company's Chief Financial Officer.

As disclosed in the Current Report on Form 8-K that we filed on July 24, 2013, on July 15, 2013, the Board of Directors formally accepted the previously received resignations of Mr. Paul Adams and Mr. Stephen Luck, who served as our Chief Operating Officer and a member of our Board of Directors, respectively; such resignations were effective immediately.

Page 8 of 42

Litigation (Please also see, Legal Proceedings)

As disclosed in the Company's prior public filings, a former shareholder of FFI (Scott Schrader - "Schrader") instituted litigation against the Company and FFI in the fall of 2010. Schrader is the Plan Sponsor, Plan Administrator Fiduciary and Participant of Schrader & Associates Defined Benefit Pension Plan ("Schrader"), the co-plaintiff, with whom we entered into a Stock Purchase Agreement and a Management Agreement in 2009. The litigation resulted in questionable actions by, and the ultimate termination of Mr. Fairweather on March 23, 2011. When Mr. Fairweather left the Company, he took many company files and refused to return them. Such actions are currently the subject of a criminal case against Mr. Fairweather entitled The State of New Jersey v. John Fairweather, pending in the Municipal Court of Waterford Township, Complaint number S 2012 00165, in which Mr. Fairweather is charged with theft of company property. At the first hearing of this matter on September 13, 2012, Mr. Fairweather failed to appear, but since he later returned all of the requested records, we later had the case dismissed.

On October 11, 2011, the Company entered into an agreement with Larry E. Harris under which Harris would receive ½ of 1% of the net operating income of the first US Fuel coal-to-liquid plant commissioned by the Company. This agreement was reached as the settlement of a dispute between the Company, G & A Capital and Harris.

On July 30, 2012, Schrader filed a complaint against FFI in the Commonwealth of Kentucky, Muhlenberg Circuit Court Division, as Civil Action No. 12-CI-352 to Quiet Title on property acquired by FFI. (The property that is the subject of this litigation is not the site selected for the Company's current coal to diesel facility in Muhlenberg County.) On September 10, 2012, the Board of Directors unanimously approved Mr. Bagot's execution of a quit claim deed to resolve the action.

On May 10, 2013, Global Private Funding filed a civil action, number SC120696 in the Superior Court of the State of California, County of Los Angeles, West District; however, as of the date of this Report, the action was dismissed in California, but has been re-filed in Federal Court. Notwithstanding this matter, as of the date of this Report, we are working together with Global outside of our legal issues, to resolve our differences in the hopes of re-establishing our working relationship.

Item 1A. RISK FACTORS

The Company is subject to a high degree of risk. The following risks, if any one or more occurs, could materially harm the business, financial condition or future results of operations of the Company. If that occurs, the trading price of the Company’s common stock could decline.

Although we are not required to provide this information since we are a smaller reporting company, we are voluntarily providing such information in light of the risks associated with our company and our lack of revenue. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

Limited operating history; anticipated losses; uncertainly of future results

The Company has only a limited operating history upon which an evaluation of the Company and its prospects can be based. The Company’s prospects must be evaluated with a view to the risks encountered by a company in an early stage of development, particularly in light of the uncertainties relating to the business model that the Company intends to market and the potential acceptance of the Company’s business model. The Company will be incurring costs to develop, introduce and enhance its products, to establish marketing relationships, to acquire and develop products that will complement each other, and to build an administrative organization. To the extent that such expenses are not subsequently followed by commensurate revenues, the Company's business, results of operations and financial condition will be materially adversely affected. There can be no assurance that the Company will be able to generate sufficient revenues from the sale of its products and services. The Company expects that negative cash flow from operations may exist for the next 12 months as it continues to develop and market its products and services. If cash generated by operations is insufficient to satisfy the Company's liquidity requirements, the Company may be required to sell additional equity or debt securities. The sale of additional equity or convertible debt securities would result in additional dilution to the Company's shareholders.

Page 9 of 42

Intellectual Property Rights

The Company regards its patents, trademarks, trade secrets, and other intellectual property (collectively, the "Intellectual Property Assets") as critical to its success. The company relies on a combination of patents, trademarks, and trade secret and copyright laws, as well as confidentiality procedures, contractual provisions, and other similar measures, to establish and protect its Intellectual Property Assets.

We generally enter into confidentiality and invention agreements with our employees and consultants. However, patents and agreements and various other measures we take to protect our intellectual property from use by others may not be effective for various reasons, including the following:

	·	Our pending patent applications may not be granted for various reasons, including the existence of similar patents or defects in the applications; parties to the confidentiality and invention agreements may have such agreements declared unenforceable or, even if the agreements are enforceable, may breach such agreements;

	·	The costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement cost prohibitive;

	·	Even if we enforce our rights aggressively, injunctions, fines and other penalties may be insufficient to deter violations of our intellectual property rights; and

	·	Other persons may independently develop proprietary information and techniques that, although functionally equivalent or superior to our intellectual proprietary information and techniques, do not breach our patented or unpatented proprietary rights.

Because the value of our company and common stock is rooted primarily in our proprietary intellectual property, our inability to protect our proprietary intellectual property or gain a competitive advantage from such rights could have a material adverse effect on our business.

In addition, we may inadvertently be infringing on the proprietary rights of other persons and may be required to obtain licenses to certain intellectual property or other proprietary rights from third parties. Such licenses or proprietary rights may not be made available under acceptable terms, if at all. If we do not obtain required licenses or proprietary rights, we could encounter delays in product development or find that the development or sale of products requiring such licenses is foreclosed.

We anticipate that any business model we develop will be subject to change. At this time it is impossible for us to predict the degree to which demand for our products will evolve or whether any potential market will be large enough to provide any meaningful revenue or profit for us.

We have not been profitable since our inception. There can be no assurances as to when and whether we will be able to commercialize our products and technologies and realize any revenues. Our technologies have never been utilized on a large-scale commercial basis.

We expect that we will continue to generate losses until at least such time as we can commercialize our technologies. No assurance can be given that we can complete the development of any technology or that, if any technology is fully developed, it can be manufactured and marketed on a commercially viable basis. Furthermore, no assurance can be given that any technology will receive market acceptance. We are subject to all risks inherent in the establishment of a developing or new business.

Management of Growth

The Company expects to experience growth in the number of employees relative to its current levels of employment and the scope of its operations. In particular, the Company may need to hire scientists, as well as sales, marketing and administrative personnel. Additionally, acquisitions could result in an increase in employee headcount and business activity. Such activities could result in increased responsibilities for management. The Company believes that its ability to attract, train, and retain qualified technical, sales, marketing, and management personnel, will be a critical factor to its future success. During strong business cycles, the Company may experience difficulty in filling its needs for qualified personnel.

Page 10 of 42

The Company's future success will be highly dependent upon its ability to successfully manage the expansion of its operations. The Company's ability to manage and support its growth effectively will be substantially dependent on its ability to implement adequate financial and management controls, reporting systems, and other procedures and hire sufficient numbers of financial, accounting, administrative, and management personnel. The Company is in the process of establishing and upgrading its financial accounting and procedures. There can be no assurance that the Company will be able to identify, attract, and retain experienced accounting and financial personnel. The Company's future operating results will depend on the ability of its management and other key employees to implement and improve its systems for operations, financial control, and information management, and to recruit, train, and manage its employee base. There can be no assurance that the Company will be able to achieve or manage any such growth successfully or to implement and maintain adequate financial and management controls and procedures, and any inability to do so would have a material adverse effect on the Company's business, results of operations, and financial condition.

The Company's future success depends upon its ability to address potential market opportunities while managing its expenses to match its ability to finance its operations. This need to manage its expenses will place a significant strain on the Company's management and operational resources. If the Company is unable to manage its expenses effectively, the Company's business, results of operations, and financial condition may be materially adversely affected.

We are delinquent in our tax filings.

We failed to file federal tax returns for the fiscal years ended December 31, 2009 through 2012. We are also required to file Franchise Tax Reports in Nevada, but have not yet filed the required forms. We cannot assure you that we will not incur fines and penalties for failure to file such our federal tax returns.

Risks associated with acquisitions

As a major component of its business strategy, the Company expects it may acquire assets, and businesses, and/or technologies relating to or complementary to its business model. Any acquisitions by the Company would involve risks commonly encountered in acquisitions of companies. These risks would include, among other things, the following:

	·	the Company could be exposed to unknown liabilities of the acquired companies;
	·	the Company could incur acquisition costs and expenses higher than it anticipated;
	·	fluctuations in the Company's quarterly and annual operating results could occur due to the costs and expenses of acquiring and integrating new businesses or technologies;
	·	the Company could experience difficulties and expenses in assimilating the operations and personnel of the acquired businesses;
	·	the Company's ongoing business could be disrupted and its management's time and attention diverted; and
	·	the Company could be unable to integrate successfully.

Liquidity and Working Capital Risks; Need for Additional Capital to Finance Growth and Capital Requirements

We have had limited working capital and we are relying upon notes (borrowed funds) to operate. We may seek to raise capital from public or private equity or debt sources to provide working capital to meet our general and administrative costs until net revenues make the business self-sustaining. We cannot guarantee that we will be able to raise any such capital on terms acceptable to us or at all. Such financing may be upon terms that are dilutive or potentially dilutive to our stockholders. If alternative sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans in accordance with the extent of available funding.

Page 11 of 42

New Business

We are a new business and you should consider factors which could adversely affect our ability to generate revenues, which include, but are not limited to, maintenance of positive cash flow, which depends on our ability both to raise capital and to obtain additional financing as required, as well as the level of sales revenues.

Potential fluctuations in quarterly operating results

Our quarterly operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside our control, including: the interest in our products; seasonal trends in purchasing, the amount and timing of capital expenditures and other costs relating to the development of our products; price competition or pricing changes in the industry; technical difficulties or system downtime; and general economic conditions. Our quarterly results may also be significantly impacted by the impact of the accounting treatment of acquisitions, financing transactions or other matters. Particularly at our early stage of development, such accounting treatment can have a material impact on the results for any quarter. Due to the foregoing factors, among others, it is likely that our operating results will fall below our expectations or those of investors in some future quarter.

Dependence upon Management

Our future performance and success are dependent upon the efforts and abilities of our management team, directors and key contractors. If we lost the services from key members of management or other key employees before we could get a qualified replacement, that loss could materially adversely affect our business. We do not maintain key man life insurance on any of our management.

Lack of Independent Directors

We cannot guarantee that our Board of Directors will have a majority of independent directors in the future. In the absence of a majority of independent directors, our executive officers, who are also principal stockholders and directors, could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between the Company and its stockholders generally and the controlling officers, stockholders, or directors.

Limitation of Liability and Indemnification of Officers and Directors

Our officers and directors are required to exercise good faith and high integrity in our management affairs. Our Articles of Incorporation provide, however, that our officers and directors shall have no liability to our shareholders for losses sustained or liabilities incurred which arise from any transaction in their respective managerial capacities unless they violated their duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend or stock repurchase, or derived an improper benefit from the transaction. Our Articles and By-Laws also provide for the indemnification by us of the officers and directors against any losses or liabilities they may incur as a result of the manner in which they operate our business or conduct the internal affairs, provided that in connection with these activities they act in good faith and in a manner that they reasonably believe to be in, or not opposed to, the best interests of the Company, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations.

Audit's Opinion Expresses Doubt about the Company's Ability to Continue as a "Going Concern".

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the notes 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 the notes to the consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Page 12 of 42

Delays in the Introduction of Our Products

The Company may be subject to regulation by numerous governmental authorities. Failure to obtain regulatory approvals or delays in obtaining regulatory approvals by the Company, its collaborators or licensees would adversely affect the marketing of products developed by the Company, as well as hinder the Company's ability to generate product revenues. Further, there can be no assurance that the Company, its collaborators or licensees will be able to obtain the necessary regulatory approvals. Although the Company does not anticipate problems satisfying any of the regulations involved, the Company cannot foresee the possibility of new regulations that could adversely affect the business of the Company.

Dependence on Independent Parties to Produce our Products

The Company may be dependent upon current and future collaborations with and among independent parties to research, develop, test, manufacture, sell, or distribute our products. The Company intends to continue to rely on such collaborative arrangements. Some of the risks and uncertainties related to the reliance on such collaborations include, but are not limited to:

1) the ability to negotiate acceptable collaborative arrangements;

2) the fact that future or existing collaborative arrangements may not be successful or may not result in products that are marketed or sold;

3) such collaborative relationships may actually act to limit or restrict the Company;

4) collaborative partners are free to pursue alternative technologies or products either on their own or with others, including the Company's competitors; and

5) the Company's partners may terminate a collaborative relationship and such termination may require the Company to seek other partners, or expend substantial additional resources to pursue these activities independently. These efforts may not be successful and may interfere with the Company's ability to manage, interact and coordinate its timelines and objectives with its strategic partners.

Government Regulation

Our products and technologies and our ongoing research and development activities are subject to regulation for safety, efficacy and quality by numerous governmental authorities in the United States and other countries. Depending on the technology, regulatory approvals and certification may be necessary from the Department of Transportation, Department of Energy, Nuclear Regulatory Commission, Environmental Protection Agency, Department of Defense, and other federal, state, or local facilities. Failures or delays by the Company or its affiliates or licensees in obtaining the required regulatory approvals would adversely affect the marketing of products that we develop and our ability to receive product revenues or royalties.

Environmental Regulations

Our business is governed by numerous laws and regulations at various levels of government. These laws and regulations govern the operation and maintenance of our facilities, the discharge of materials into the environment and other environmental protection issues. The laws and regulations may, among other potential consequences, require that we acquire permits before commencing certain activities, restrict the substances that can be released into the environment with drilling and production activities, limit or prohibit drilling activities on protected areas such as wetlands or wilderness areas, require that reclamation measures be taken to prevent pollution from former operations, require remedial measures to mitigate pollution from former operations, such as plugging abandoned wells and remediation of contaminated soil and groundwater, and require remedial measures to be taken with respect to property designated as a contaminated site.

Under these laws and regulations, we could be liable for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. We do not currently have any insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time; we do not believe that insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingly, we could be liable, or could be required to cease production on properties, if environmental damage occurs.

The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur that may result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.

Page 13 of 42

As of the date of this Report, although the project site in Central City, Kentucky, includes areas formerly designated as wetlands, since the ground has already been developed, we do not believe that we are going to encroach on any wetlands and therefore do not expect to incur any liability associated with same.

Limited Market Due To Penny Stock

The Company's stock differs from many stocks, in that it is a "penny stock." The Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended. Because our securities probably constitute "penny stock" within the meaning of the rules, the rules would apply to us and our securities.

The rules may further affect the ability of owners of our stock to sell their securities in any market that may develop for them. There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.

Stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include:

	·	Control of the market for the security by one or a few broker- dealers that are often related to the promoter or issuer;
	·	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
	·	"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;
	·	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
	·	The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Furthermore, the "penny stock" designation may adversely affect the development of any public market for the Company's shares of common stock or, if such a market develops, its continuation. Broker-dealers are required to personally determine whether an investment in "penny stock" is suitable for customers. Penny stocks are securities (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an issuer with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average annual revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in the Company's common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock." Rule 15g-9 of the Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for the Company's stockholders to resell their shares to third parties or to otherwise dispose of them.

Page 14 of 42

Potential Inability of Officers to Devote Sufficient Time to the Operations of the Business

Our officers are not currently being paid all of their salaries. In some cases, officers are not paid at all. Unless we are able to secure additional funding for operations, we cannot guarantee that they will be able to continue to devote sufficient time to the operations of the business.

Item 1B. UNRESOLVED STAFF COMMENTS

Not Applicable to a Smaller Reporting Company

Item 2. Description of Property

Effective in 2013, the Company’s mailing address is 277 White Horse Pike, Atco, NJ, 08004.

Effective in 2013, the Company’s mailing address is 277 White Horse Pike, Atco, NJ, 08004, where we sublet office space. We sublet the space from Drinkwater & Goldstein, LLP, to which one of our directors - Mr. Drinkwater, is a partner. We currently pay approximately $4,368 per month for this space and related office expenses

Item 3. LEGAL PROCEEDINGS

The Company may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

As of the date of this filing, there are three legal proceedings filed against the Company.

	I.	On September 30, 2010, plaintiff Scott Schrader initiated litigation in the Commonwealth of Kentucky, Franklin Circuit Court, Case No 10-CI-01548 against defendants: Nuclear Solutions (our former corporate name), Fuel Frontiers (our wholly owned subsidiary, which was dissolved in September 2012) and other individuals pursuant to a Stock Purchase Agreement and a Management Agreement, both dated June 12, 2009 by and among the parties. In the lawsuit, plaintiff alleges a dispute over an investment in FFI and presents claims for 1) Breach of Contract; 2) Negligent/Intentional Misrepresentations; 3) Fraud and Fraudulent Inducement; 4) Unjust Enrichment; and 5) Breach of Constructive or Resulting Trust. On June 7, 2013, the Court granted Defendants’ motion to dismiss and dismissed the action “without prejudice based on lack of personal jurisdiction and improper venue (forum non conveniens)."

	II.	On July 30, 2012, Schrader & Associates, LLC (“Schrader”) filed a complaint against Fuel Frontiers, Inc. (“FFI”), one of Company's subsidiaries, in the Commonwealth of Kentucky, Muhlenberg Circuit Court Division, as Civil Action No. 12-CI-352 to Quiet Title on property acquired by FFI. The action is related to the Stock Purchase Agreement and Management Agreement, both dated June 12, 2009 (“June 2009 Agreements”), pursuant to which FFI was under the obligation to acquire certain real property for the construction of a coal-to-diesel facility, and under certain circumstances Schrader & Associates Defined Benefit Pension Plan (an entity believed to be associated with Schrader) was entitled to obtain the ownership of the property from FFI. However, the property that is the subject of this litigation is not the site selected under the June 2009 Agreements. On September 10, 2012, the Company's Board of Directors unanimously approved the decision by Harry Bagot as CEO to execute a quit claim deed to resolve this action. In 2012, the land was exchanged for the non-controlling interest in FFI and effective as of September 12, 2012, FFI was dissolved.

	III.	On May 10, 2013, Global Private Funding filed a civil action, number SC120696 in the Superior Court of the State of California, County of Los Angeles, West District.

Page 15 of 42

Named defendants are Empyrean West, LLC (“EW”), Jay Carter, individually and as managing partner of EW, David Keller, individually and as CEO of EW, US Fuel Corporation (“USF”), Harry Bagot, individually and as President/CEO of USF, Stanley Drinkwater, individually and as Chairman of the Board of USF, Steven Luck, individually and as a Member of the USF Board, William Chady, individually and as a member of the USF Board, Paul Adams, individually and as an officer of USF, Robert Schwartz, individually and as majority stockholder of USF, John Fairweather, individually and as Director of USF and Kenneth Faith, individually and as Treasurer of USF.

The complaint alleges a total of 21 causes of action, 12 of which are directed to US Fuel. The allegations against US Fuel are: 1) Breach of contract; 2) Fraudulent concealment in violation of Civil Code §1710; 3) Intentional misrepresentation in violation of Civil Code §1710; 4)Unfair and deceptive practices act; 5) Contractual breach of implied covenant of good faith and fair dealing; 6) Fraud; 7) Negligent misrepresentation in violation of Civil Code §1572; 8) Breach of non-competition covenant; 9) Civil conspiracy; 10) Breach of contract for failure of consideration of failure to perform; 11) Breach of confidence; and 12) Declaratory relief.

As of the date of this Report, the action was dismissed in California, but has been re-filed in Federal Court. As disclosed elsewhere, notwithstanding this matter, we are currently trying to resolve our differences and re-establish our working relationship with Global.

While US Fuel management has not completed a comprehensive review and analysis of the litigation, US Fuel intends to vigorously defend against the claims raised in the complaint as we believe the claims lack merit. Other than as set forth herein, the Company is currently not a party to any material legal or administrative proceedings and is not aware of any pending or threatened legal or administrative proceedings against it.

Item 4. Mine Safety Disclosure

Not applicable.

PART II

Item 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the OTC Electronic Bulletin Board under the symbol "USFF." Prior to October 7, 2011, we traded under the symbol, “NSOL." The following table sets forth the high and low prices of our common stock for each quarter for the two most recently completed fiscal years, as well as the first two quarters of 2013. The quotations set forth below reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High		Low

2011
First quarter ended March 31, 2011	$	0.049	$	0.004
Second quarter ended June 30, 2011	$	0.035	$	0.015
Third quarter ended September 30, 2011	$	0.13	$	0.02
Fourth quarter ended December 31, 2011	$	0.109	$	0.035

2012
First quarter ended March 31, 2012	$	0.05	$	0.0252
Second quarter ended June 30, 2012	$	0.049	$	0.0252
Third quarter ended September 30, 2012	$	0.11	$	0.022
Fourth quarter ended December 31, 2012	$	0.11	$	0.051

2013
First quarter ended March 31, 2013	$	0.075	$	0.035
Second quarter ended June 30, 2013	$	0.06	$	0.02
Third quarter ended September 30, 2013	$	0.04	$	0.01
Fourth quarter ended December 31, 2013	$	0.06	$	0.01

Page 16 of 42

Holders

As of December 31, 2012, there were approximately 695 record owners of our common stock; as of December 13, 2013, there were approximately 695 record owners of our common stock.

Dividends

There are no restrictions imposed on the Company which limit its ability to declare or pay dividends on its common stock, except for corporate state law limitations. No cash dividends have been declared or paid to date and none are expected to be paid in the foreseeable future.

Recent Sales of Unregistered Securities

During the year covered by this Report, we effected the following transactions in reliance upon exemptions from registration under the Securities Act as amended. Unless stated otherwise: (i) each of the persons who received these unregistered securities had knowledge and experience in financial and business matters which allowed them to evaluate the merits and risk of the receipt of these securities, and that they were knowledgeable about our operations and financial condition; (ii) no underwriter participated in, nor did we pay any commissions or fees to any underwriter in connection with the transactions; and, (iii) each certificate issued for these unregistered securities contained a legend stating that the securities have not been registered under the Act and setting forth the restrictions on the transferability and the sale of the securities. None of the below transactions involved a public offering, and unless otherwise noted below, we believe that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated by the SEC.

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. Subsequent to the issuance of the 300,851,000 common shares, G & A Capital distributed such number of shares of the Common Stock it owned to our executive officers and key employees and other service providers on behalf of the Company. The majority of the common stock transferred was distributed to related parties including our Chairman of the Board, Chief Executive Officer and Chief Financial Officer. Accordingly, the Company has recorded a stock based compensation charge related to the shares issued for services rendered of $8,971,615 for the year ended December 31, 2012.

Securities Authorized for Issuance Under Equity Compensation Plans

As of the date of this Report, we do not have any effective equity compensation plans from which we can issue any securities.

Item 6. ELECTED FINANCIAL DATA

Not Applicable to Smaller Reporting Companies

Page 17 of 42

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

This report contains forward-looking statements regarding our plans, expectations, estimates and beliefs. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We have based these forward-looking statements largely on our expectations.

Forward-looking statements are subject to risks and uncertainties, certain of which are beyond our control. Actual results could differ materially from those anticipated as a result of the factors described in the “Risk Factors” and detailed in our other Securities and Exchange Commission filings.

Because of these risks and uncertainties, the forward-looking events and circumstances discussed in this report or incorporated by reference might not transpire. Factors that cause actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully described in the “Risk Factors” section and elsewhere in this report.

Plan of Operation

During 2012, the Company continued to work to develop coal-to-liquid facilities and has continued to do so in 2013. However, our development efforts have been and continue to be limited due to insufficient capital. The Company had a net loss of $10,006,558 and $4,461,627 for 2012 and 2011, respectively.

Plan for the next 12 months

The Company intends to fully engineer the integration of the coal to gas and gas to liquid technologies in order to develop a permitting package that can be used as the basis of a permitting application and as a template for additional sites.

Over the next 12 months, we plan on raising working capital to fund development of these technological areas through private placements of debt or equity, using our common stock in lieu of cash, and applying for government grants, where appropriate. The implementation of Company's business development phases will be dependent on successful financing. Financing options may include a combination of debt and equity financing; any equity financing may result in equity dilution to existing shareholders.

Progress

Progress in the development of our technologies has been slower than expected due to the lack of personnel and lack of working capital. We anticipate increasing staffing levels over the next 12 months. We estimate a working capital requirement of at least $500,000 over the next 12 months to maintain operations at a minimum level.

We believe that the success of our business will depend, in part, on our ability to attract, retain, and motivate highly qualified sales, technical and management personnel, and upon the continued service of our senior management and key sales and technical personnel. We cannot assure you that we will be able to successfully attract, retain, and motivate a sufficient number of qualified personnel to conduct our business in the future.

Comparison of Results of Operations for the year ended December 31, 2012 to the year ended December 31, 2011

Results of Operations

REVENUES: The Company reported revenues of $0 from our existing technology license agreement, for the year ended December 31, 2012 and for the year ended December 31, 2011.

Business Concentration

For the year ended December 31, 2012, and the year ended December 31, 2011, the balance of all accounts receivables was from one customer.

Page 18 of 42

OPERATING EXPENSES: Total operating expenses from continuing operations increased from $823,290 for the year ended December 31, 2011 to $10,425,793 for the year ended December 31, 2012. The principal reason for this increase was due to consulting fees, executive compensation, legal, and professional fees resulting from the concentration of the company’s efforts on its synthetic fuel projects and suspension of nuclear technology projects.

NET LOSS: The Company incurred a net loss of $10,006,558 for the year ended December 31, 2012, compared with a net loss of $4,461,627 for the year ended December 31, 2011, which reflects a year-to-year increase in the amount of loss for the period of $5,544,931. The principal reason for this increase in our operating expenses as noted above.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2012, we had a working capital deficit of $2,846,082 which compares to a working capital deficit of $6,491,904 as of December 31, 2011. Due to limited funds, the majority of our losses were related to the issuance of stock transactions by the Company or G&A Capital. Cash flows used in investing activities was zero during the same period. Cash flows provided by financing activities were $6,250 due to expenses paid by G&A Capital on our behalf.

We believe that anticipated cash flows from operations will be insufficient to satisfy our ongoing capital requirements. Our ability to meet our obligations and continue to operate as a going concern is highly dependent on our ability to obtain new loans and/or successfully enter into settlement agreements with our vendors and/or former and current employees. We cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In any of these events, we may be unable to implement our current plans which circumstances would have a material adverse effect on our business, prospects, financial condition and results of operations.

Auditors' opinion expresses doubt about the Company's ability to continue as a going concern. The independent auditors report on the company's December 31, 2011 and 2012 financial statements included in this Report states that the Company's recurring losses raise substantial doubts about the Company's ability to continue as a going concern.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

Page 19 of 42

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

	Page No.

Report of Independent Registered Public Accounting Firm	F2

Consolidated Balance Sheets at December 31, 2012 and 2011	F3

Consolidated Statements of Losses for the years ended December 31, 2012, and 2011	F4

Consolidated Statements of Deficiency in Equity for the years ended December 31, 2012, and 2011	F5

Consolidated Statements of Cash Flows for the years ended December 31, 2012, and 2011	F6

Notes to Consolidated Financial Statements	F7 to F14

b) Financial statement schedules

Not applicable.

	[F1]

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 Nuclear Solutions, Inc. and its subsidiary (the "Company"), a development stage company, as of December 31, 2012 and 2011 and the related consolidated statements of losses, deficiency in equity, and cash flows for each of the two years in the period ended December 31, 2012 and the period January 1, 2012 (date of inception) through December 31, 2012. 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 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 consolidated financial position of the Company as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2012, and the period January 1, 2012 (date of inception) through December 31, 2012 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.
	Liggett, Vogt & Webb, P.A.
	Certified Public Accountant

December 17, 2013

	[F2]

US FUEL CORPORATION AND SUBSIDIARIES

(FORMERLY NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2012 and 2011

	2012		2011
ASSETS
Current assets:
Cash	$	6,250	$	-

Deposits		-		1,800
Total current assets		6,250		1,800
Property and equipment, net of accumulated depreciation Of $ 15,376 as of December 31, 2012 and $12,682 as of December 31, 2011 , respectively		5,526		103,946
Total assets	$	11,776	$	105,746
LIABILITIES AND DEFICIENCY IN EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	2,813,332	$	6,452,904
Convertible note payable		39,000		39,000

Total current liabilities		2,852,332		6,491,904
Note payable - related party, net		645,110		-

Total liabilities		3,497,442		6,491,904
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, 564,374,057 and 263,523,057 shares issued and outstanding, as of December 31, 2012 and December 31, 2011, respectively		56,437		26,352
Additional paid-in capital		37,501,389		27,287,987

Accumulated deficit		(41,043,492)		(31,536,076)

Subscription receivable		-		(2,663,563)

Total deficiency in stockholders’ equity		(3,485,666)		(6,885,300)

Non-controlling interest		-		499,142

Total deficiency in equity		(3,485,666)		(6,386,158)

Total liabilities and deficiency in equity	$	11,776	$	105,746

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

	[F3]

US FUEL CORPORATION AND SUBSIDIARIES

(FORMERLY NUCLEAR SOLUTIONS, INC AND SUBSIDIARIES)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF LOSSES

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 AND FOR PERIOD FROM INCEPTION (JANUARY 1, 2012) TO DECEMBER 31, 2012

	2012		2011		Cumulative Period from January 1, 2012 (date of inception) to December 31, 2012

Revenue	$	-	$	-

Operating expenses:
General and administrative expenses		9,923,957		819,881		9,923,957
Depreciation and amortization		2,694		3,409		2,694

Total operating expenses		9,926,651		823,290		9,926,651

Loss from operations		(9,926,651)		(823,290)		(9,926,651)

Other income (expense):
Interest expense		(45,993)		(1,900)		(45,993)

Loss on deconsolidation of subsidiary		(33,914)				(33,914)
Bad debt-related party subscription receivable		-		(3,636,437)

Loss before provision for income taxes		(10,006,558)		(4,461,627)		(10,006,558)

Provision for income taxes		-		-
Net income ( loss)		(10,006,558)		(4,461,627)		(10,006,558)

Net loss attributable to the non-controlling interest		-		(4,014)		-

Net loss attributable to US Fuel Corporation	$	(10,006,558)	$	(4,457,613)	$	(10,006,558)

Basic and diluted loss per share	$	(0.02)	$	(0.02)	$	(0.02)

Weighted average number of common shares outstanding, basic and diluted		455,573,147		188,754,330		455,573,147

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

	[F4]

US FUEL CORPORATION AND SUBSIDIARIES

(FORMERLY NUCLEAR SOLUTIONS, INC AND SUBSIDIARIES)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF DEFICIENCY IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

																	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, 2011		99,120,981	$	9,912	$	19,969,387		-	$	-	$	(27,078,463)	$	503,156			$	(6,596,008)

Shares issued for debt consolidation						225,000		200,000,000		20,000								245,000

Shares issued for debt consolidation-GA Capital		164,402,076		16,440		7,093,600		(200,000,000)		(20,000)		-		-		(2,663,563)		4,426,477

Net loss		-		-		-				-		(4,457,613)		(4,014)				(4,461,627)
Balance December 31, 2011		263,523,057	$	26,352	$	27,287,987		-	$	-	$	(31,536,076)	$	499,142		(2,663,563)	$	(6,386,158)

Contribution of capital						6,250												6,250

Shares issued related to cashless warrants – G&A Capital		300,851,000		30,085		(30,085)						-		-

Shares issued for debt consolidation-GA Capital																2,663,563		2,663,563

Forgiveness of related party liabilities						1,265,622												1,265,622

Stock based compensation related to common shares transferred from G&A Capital to related parties						8,971,615												8,971,615

Net loss		-		-		-				-		(9,507,416)		(499,142)				(10,006,558)

Balance December 31, 2012		564,374,057	$	56,437	$	37,501,389		-		-	$	(41,043,492)	$	-			$	(3,485,666)

	[F5]

US FUEL CORPORATION AND SUBSIDIARIES

(FORMERLY NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011 AND FOR PERIOD FROM INCEPTION (JANUARY 1, 2012) TO DECEMBER 31, 2012

	2012		2011		Cumulative Period from January 1, 2012 (date of inception) to December 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,006,558)	$	(4,451,613)	(10,006,558)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		8,971,615		-	8,971,615
Bad debt-related party subscription receivable		-		3,636,437
Non-cash interest		44,093			44,093
Loss on deconsolidation		(33,914)			(33,914)
Depreciation and amortization		2,694		3,409	2,694
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		952,442		403,254	952,442
Decrease in Deposits		1,800		-	1,800
Net cash used in used operating activities		-		(414,513)

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:
Expenses paid by G&A Capital		-		417,540
Contribution of capital		6,250		-	6,250

Net cash provided by financing activities		6,250		417,540	6,250

Net increase (decrease) in cash		6,250		-	6,250

Cash, beginning of period		-		-

Cash, end of period	$	6,250	$	-	6,250
Supplemental disclosures:
Cash paid for:
Interest		-		-
Income taxes		-		-

Non-cash investing and financial activities:
Common stock issued by G & A Capital with settlement of accrued expenses and accrued executive compensation	$	2,663,563	$	372,500	2,663,563
Common Stock subscription exercised by G&A Capital	$	-	$	245,000
Forgiveness of related party liabilities	$	1,265,622	$	-	1,265,622

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

	[F6]

US FUEL CORPORATION AND SUBSIDIARIES

(FORMERLY NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

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.

On September 30, 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.

Development Stage Risk

We are a development stage entity. To date, we have generated no sales revenues, have incurred losses and expect to incur significant additional losses as we advance. Consequently, our operations are subject to all the risks inherent in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in our market

Based upon our current expected level of operating expenditures, we require additional cash to fund and continue operations beyond that point. We need to raise additional funds through collaborative arrangements, public or private sales of debt or equity securities, or some combination thereof. There is no assurance that other financing will be available when needed to allow us to continue our operations or if available, on terms acceptable to us. The sale of addition equity or debt securities would result in additional dilution to the Company’s shareholders. We currently have no commitments from any source for future funding. These factors raise significant doubt about our ability to continue as a going concern.

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.

	[F7]

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, 2012 and 2011, 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, 2012 and 2011 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.

	[F8]

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, 2012 and 2011, 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.

	[F9]

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 they are short term in nature. As of December 31, 2012 and 2011, 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 $10,006,558 and $4,461,627 during the years ended December 31, 2012 and 2011, respectively. The Company's current liabilities exceeded its current assets by $2,846,082 as of December 31, 2012. 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 financings through discussions with investment bankers and private investors; however, as of the date of this Report, the Company has not entered into any definitive financing agreements. Moreover, 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 - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2012 and 2011 consists of the following:

	2012		2011
Land	$	0	$	95,276
Fixtures and equipment		20,902		20,902
		20,902		116,628
Less: accumulated depreciation		(15,376)		(12,682)

Net property and equipment	$	5,526	$	103,946

During 2009, the Company purchased a parcel of land for $95,726 to be utilized in the CTL project. The land was exchanged in 2012 to liquidate the minority interest ownership in FFI to settle a lawsuit. Depreciation expense totaled $2,694 and$ 3,409 for the years ended December 31, 2012 and 2011, respectively.

	[F10]

NOTE 5 – NOTE PAYABLE – RELATED PARTY

As of December 31, 2011, the Company owed Greenberg & Lieberman, LLC for past services rendered totaling approximately $1,986,000. During 2012, the Company entered into a confidential settlement agreement with Greenberg & Lieberman, LLC. G&A Capital distributed 300,000 shares worth of restricted common stock and the Company issued a promissory note for $1,000,000 in full settlement of the outstanding balance owed to Greenberg & Lieberman, LLC. There is no interest and no minimum payments for seven and a half years after which time the interest will be prime plus 2%. The Company will be required to begin paying back the debt when the EBITDA reaches $250,000 a year, at which time the Company shall be required to pay back a minimum of 3% of the Company's profits per year until the debt has been paid in full. The Company has classified the promissory note as a long term liability. The original fair value of the promissory notes was valued at $601,017 based upon a present value of future cash flows, discounted at the market rate of interest of 7% per annum over seven and half years. During the year ended December 31, 2012, the Company amortized the noncash interest expense of $44,093. As of December 31, 2012, net carrying value of the promissory notes was $645,110.

NOTE 6 - CONVERTIBLE DEBT

Notes payable at December 31, 2012 and 2011:

	December 31,		December 31,
	2012		2011
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

During the years ended 2012 and 2011, the Company incurred rent and administrative expenses payable to a related party totaling $19,428 and $ 30,600 respectively.

See disclosure relating to G & A Capital Development LLC, which is included in Note 8 below.

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, 2012 and 2011, the Company has issued and outstanding 564,374,057 and 263,523,057 shares of common stock, respectively.

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 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 from the May 12, 2011 agreement.

	[F11]

As of September 11, 2011, the Company had recorded a subscription receivable of $ 6,300 000 related to the liabilities that were ultimately settled by G&A Capital in 2012. In 2012, G&A Capital settled approximately $2,663,563 of accrued liabilities by transferring 24,000,000 shares of the Company’s common stock. As a result, the Company recorded a bad debt charge in 2011 related to the remaining $3,636,437 that was not subsequently settled.

NOTE 9 – NON-CONTROLLING 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.

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.

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. 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. In 2012, the land was exchanged for the non-controlling interest in FFI. Fuel Frontiers, Inc. was dissolved effective as of September 12, 2012.

The investment by Schrader in FFI is recorded as a non-controlling interest in the financial statements and is summarized as follows at December 31, 2012 and 2011:

Balance at December 31, 2010	$	503,156
Allocated loss - 2011		(4,014)
Balance at December 31, 2011	$	499,142
Exchange of land for non-controlling interest		(499,142)
Balance at December 31, 2012	$	-

	[F12]

NOTE 10- ACCRUED EXECUTIVE COMPENSATION

As of December 31, 2012 and 2011, the Company owed former and current employees approximately $1,044,027 and $1,440,154, respectively.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

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, 2011, 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.

As disclosed above in Note 9, the Company quit claimed the real estate to settle the Schrader lawsuit in 2012.

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, 2012 and 2011:

	Number of Shares	Weighted Average Exercise Price

Outstanding at December 31, 2010		$
Granted	496,277,915		.004
Exercised	—		—
Canceled or expired	—		—

Outstanding at December 31, 2011	496,277,915		.004
Granted	—		—
Exercised	(496,277,915)		(0.004)
Canceled or expired	—		—
Outstanding at December 31, 2012	—		—

	[F13]

NOTE 13- 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. The Company has determined the stock based compensations and bad debt related party subscription receivable will be non-deductible for tax purposes. 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 $ 200,000 and by $ 280,100 during the years ended December 31, 2012 and 2011, 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.

	[F14]

NOTE 14 – SUBSEQUENT EVENT

On June 25, 2013, the Company entered into a settlement agreement with a service provider for past services. Accordingly, the Company executed a convertible promissory note with an original principal amount of $30,000 which is convertible into Company’s common stock at a price equal to fifty percent (50%) of the volume weighted average closing bid price during the three (3) days preceding the date of maturity, which is six (6) months from the settlement date. Interest is accured at a rate of seven percent (7%) per annum.

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

During 2010, the Company’s independent accountant was RBSM LLP (“RBSM”). Due to insufficient capital, the Company had not engaged RBSM to review or examine any financial statement information subsequent to our Quarterly Report on Form 10-Q for the three month period ended March 31, 2010. Effective December 3, 2012, the Company dismissed RBSM from serving as the Company’s independent accountants.

The reports of RBSM on the financial statements of the Company for the years ended December 31, 2009 and 2008 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that each of those reports did contain an explanatory paragraph as to the existence of substantial doubt regarding the Company's ability to continue as a going concern. In connection with its audits of the years ended December 31, 2009 and 2008, and reviews of the Company’s financial statements through March 31, 2010, there were no disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RBSM, would have caused them to make reference thereto in their report on the financial statements for such years.

As of December 3, 2012, the Company engaged Liggett, Vogt & Webb, P.A. (“LVW”) as its new independent accountants. The Company’s Board of Directors unanimously recommended that the Company change audit firms, directed the process of review of candidate firms to replace RBSM and made the final decision to engage LVW.

LVW conducted an independent audit of the Company for the year ended December 31, 2010 and the financial statements contained in this Form 10-K.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls 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.

As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are ineffective as of December 31, 2012 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Page 34 of 42

Evaluation of and Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2012 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. Based on this evaluation, management concluded that, as of December 31, 2012, and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2012.

Based on the COSO framework criteria, management has identified control deficiencies regarding the need for a stronger internal control environment. The lack of effectiveness of the Company’s disclosure controls and procedures was due to a deficiency in sufficient expertise as of December 31, 2012 among the Company’s accounting staff as well as a deficiency in its closing processes as it pertains to identifying all journal entries in the financial statement preparation process. Management believes that these material weaknesses are primarily due to the lack of financial resources.

We intend to devote resources to remediate any deficiencies we have discovered and improve our internal control over financial reporting and eventually remediate the material weaknesses described above. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future.

In light of our weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended December 31, 2012 included in this Annual Report on Form 10--K were fairly stated in accordance with GAAP.

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

Changes in Internal Control over Financial Reporting

Other than the changes discussed above, there was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION.

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table and text set forth the names and ages of all directors and executive officers as of December 13, 2013. There are no family relationships among our directors and executive officers. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified. Also provided herein are brief descriptions of the business experience of each director, executive officer and advisor during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. None of our officers or directors is a party adverse to us or has a material interest adverse to us.

As described in more detail elsewhere in this Report, Mr. John Fairweather served as our President, Chairman and CEO until March 2011 and Mr. Kenneth Faith served as our CFO and as a member of our Board until May 2011.

Page 35 of 42

As disclosed in the Current Report on Form 8-K that we filed on July 18, 2013, on July 15, 2013, our Board of Directors formally accepted the previously received resignations of Mr. Paul Adams and Mr. Stephen Luck, who served as our Chief Operating Officer and a member of our Board of Directors, respectively; such resignations were effective immediately.

Name	Age	Position(s)	Term

Stanley Drinkwater	58	Chairman Board of Directors	October 2010 - Present
Harry Bagot	64	President, CEO Member Board of Directors	April 2010-Present
William Chady	56	CFO, Principal Accounting Officer, Member Board of Directors	October 2010- Present

Harry Bagot, President, CEO, Director.

Mr. Bagot, along with Mr. Drinkwater, were the initial presenters of a complete package for the production of Carbon based materials into fuel using Fischer Tropsch technology to the Company. During the past eleven years from 2000 to 2011, Mr. Bagot served as the Director of Property Management for First Montgomery Group and as the Project Manager for United Communities where he was a key member of the development and construction team where he managed an approximately $300M privatization project for joint base housing at McGuire Air Force base and Ft. Dix. The Scope consisted of community planning, design and demolition of 1915 homes, construction of 1635 new homes and renovation of 449 homes. Project responsibilities included: request for proposal, development, construction design, multiple business plans, zoning and construction approvals through marketing and sales. This Privatization project received an Air Force award for the best privatized project in 2008 and again in 2010.

Stanley Drinkwater, Chairman.

Mr. Drinkwater, along with Mr. Bagot, were the initial presenters of a complete package for the production of Carbon based materials into fuel using Fischer Tropsch technology to the Company. . Mr. Drinkwater, a Partner in Drinkwater & Goldstein, LLP, has twenty-eight years experience as a civil litigator specializing in personal injury, product liability and medical malpractice. Mr. Drinkwater is admitted to practice in New Jersey, Pennsylvania, and before the Federal Court of Appeals, 3rd Circuit and the United States Supreme Court. He is a member of the Camden County Bar Association and the Association for Justice. Mr. Drinkwater received his B.S. in Political Science from Rutgers University at Stockton, and his Juris Doctorate from Widener Law School – Widener University; member of the Phi Delta Phi Legal Society. He was the law clerk to Senator Joseph Maressa, Camden County, New Jersey.

William Chady, CFO, Principal Accounting Officer, Director.

Mr. Chady is a Certified Public Accountant with over 28 years of experience. He is a member of The Kentucky Society of Certified Public Accountants as well as a member of the American Institute of Certified Public Accountants. For the most recent 21 years, Mr. Chady has operated a full service accounting firm, William E. Chady, PSC, with emphasis on small to medium size companies, many in the oil and gas industries. Mr. Chady maintains responsibility for the full accounting function for a number of his clients and has assisted in multiple initial public offerings and private placement memorandums. Mr. Chady is currently the Chairman of the Board of four Texas Roadhouse Restaurants in addition to serving or having served as a Managing Member, Director and or Officer of several other Kentucky Corporations and Limited Liability Companies. Mr. Chady is also a member of Kentucky Fuel Associates Inc.

Involvement in Certain Legal Proceedings. None of the Company's directors, officers, promoters or control persons, if any, during the past five years was, to the best of the Company's knowledge:

	1.	A general partner or executive officer of a business that had a bankruptcy petition filed by or against it either at the time of the bankruptcy or within the two years before the bankruptcy;
	2.	Convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Page 36 of 42

	3.	Subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and,
	4.	Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Significant Employees

The following are employees who are not executive officers, but who are expected to make significant contributions to our business:

Mr. Garry Sparks, Lead Project Manager. Mr. Sparks will have oversight responsibility for the planning and construction of a coal-to-liquid fuel plant in Muhlenberg County, Kentucky. Additionally, Mr. Sparks will be responsible to work closely with the office of State Representative Brent Yonts and the office of the Governor of Kentucky to coordinate project efforts. Mr. Sparks has an extensive 35-year background in construction, plant and project management. From 2006 to 2010 Mr. Sparks served as president of Kentucky Fuel Associates Inc., a firm dedicated to the development of the first coal-to-liquid (CTL) fuel plant in Kentucky with emphasis on curtailing the country’s dependence on foreign oil. Additionally, from 2003 to 2008 Mr. Sparks served as president and co-owner of Mechanical Installations Inc., a firm specializing in the construction and startup of water treatment plants, paper mills, steel manufacturing and processing plants.

Corporate Governance - Board Independence

Our Board of Directors has four directors and has not established Audit, Compensation, and Nominating or Governance Committees as standing committees. We previously had an executive committee, which was disbanded after its sole purpose was carried out. As of the date of this filing, the Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent and at this time, do not have any independent directors.

Due to our lack of operations and size, we do not have an Audit Committee. Furthermore, since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees. For these same reasons, we did not have any other separate committees during fiscal 2012; all functions of a nominating committee, audit committee and compensation committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Therefore, we intend that a majority of our directors will eventually be independent directors and at least one director will qualify as an “audit committee financial expert.”

We do not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. Further, when identifying nominees to serve as director, while we do not have a policy regarding the consideration of diversity in selecting directors, our Board seeks to create a Board of Directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

Page 37 of 42

Board Leadership Structure and the Board’s Role in Risk Oversight.

The Board of Directors utilizes a leadership structure that has two different persons serving the roles of Chief Executive Officer (who is the Corporation’s principal executive officer and a director) and Chairman.

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of the Company's Common Stock, to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock of the Company. Officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission to furnish the Company with copies of all section 16(a) reports they file.

We did not receive copies of any such forms during the year ended December 31, 2012 and believe that the reports from all applicable persons have yet to be filed.

CODE OF ETHICAL CONDUCT.

On March 20, 2003, our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

	·	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
	·	Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us;
	·	Compliance with applicable governmental laws, rules and regulations,
	·	The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and
	·	Accountability for adherence to the Code.

Item 11. EXECUTIVE COMPENSATION

As discussed elsewhere in this Report, in May 2011, we entered into a Stock Purchase Agreement with G & A Capital. Pursuant to the agreement with G & A Capital, they agreed - among other things - to relieve, discharge and assume certain of the Company's outstanding expenses, including accrued executive compensation, which they carried out in part, by distributing the shares of Company common stock that they owned to members of the Company's management and key individuals at their discretion. As the shares were theirs, the decision to issue shares under the Stock Purchase Agreement rested with G & A Capital, however, they sometimes consulted with the Company's Board to determine to whom and the amount of such issuances.

Page 38 of 42

Pursuant to the agreement with G & A Capital, they issued an aggregate total of 144,060,000 to our officers and directors during 2012 and 2013 (see, "G & A Capital Agreement" in Item 1).

As disclosed elsewhere in this Report, pursuant to a unanimous written consent of the Board on September 10, 2012, Mr. Chady shall receive $110,000 per year; however, such amounts shall accrue until we are able to pay same.

Grants of Plan-Based Awards

We made no grants from plans to any executive officer during the fiscal year ended December 31, 2012.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards to any executive officer at the end of the fiscal year ended December 31, 2012.

Director Compensation

During the fiscal year ended December 31, 2012, no directors received compensation.

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, 2012 and Table II speaks as of December 13, 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, 2012, we had 564,374,057 shares of Common Stock issued and outstanding.

Title of Class	Amount and Nature		Percent of Class

Common Stock
Stanley Drinkwater	33,600,000	(1)		5.95	%
Harry Bagot	76,050,000			13.47	%
William Chady	12,547,366			2.22	%

Total	122,197,366			21.65	%
G & A Capital Development LLC (1)	162,714,576			28.83	%

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.

Page 39 of 42

Table II

As of December 13, 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)	122,197,366			21.65	%

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.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the G & A Capital Agreement, which is described elsewhere in this Report (Please see Item 1., G & A Capital Agreement"), there were no transactions with any related persons (as that term is defined in Item 404 in Regulation S-K) during the fiscal year ending December 31, 2012, or any currently proposed transaction (as of the date of this Report), in which we were or are to be a participant and the amount involved was in excess of $120,000 and in which any related person had a direct or indirect material interest.

(d) Transactions with Promoters.

None.

Page 40 of 42

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

As of December 3, 2012 the Company engaged Liggett, Vogt & Webb, P.A. (“LVW”) as its new independent accountants and LVW was our auditor for our fiscal year ending December 31, 2012. Fees billed by LVW for the below years are as follows:

	Year End 12- 31-11		Year End 12- 31-12
Audit Fees	$	25,000	$	27,000
Audit-related Fees				-0-
Tax Fees				-0-
All other fees				-0-
Total Fees	$	25,000	$	27,000

AUDIT FEES. Audit fees consist of fees billed for professional services rendered for the audit of the Company's consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the Company's principal accountants in connection with statutory and regulatory filings or engagements.

AUDIT-RELATED FEES. Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2012 or 2011.

TAX FEES. Tax fees are fees billed for professional services for tax compliance, tax advice and tax planning.

ALL OTHER FEES. All other fees include fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2012 or 2011.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

To our knowledge, the Company's principal accountant during 2012 did not engage any other persons or firms other than the principal accountant's full-time, permanent employees.

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 *

* To be filed by Amendment.

Page 41 of 42

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: December 17, 2013	By:	/s/ Harry Bagot
		Harry Bagot
		Chief Executive Officer (Authorized Signatory)

	US FUEL CORPORATION

Date: December 17, 2013	By:	/s/ William E. Chady
		William E. Chady
		Chief Financial Officer, Principal Accounting Officer

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	December 17, 2013
Harry Bagot	(Principal Executive Officer)

/s/ William E. Chady	CFO, Director	December 17, 2013
William E. Chady	(Principal Financial/Accounting Officer)
		December 17, 2013
Stanley Drinkwater	Director

Page 42 of 42

Attached files

US FUEL CORP Reports

Also read