UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2011~~ 2012

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

For the transition period from ~~__________to_________~~___________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.)

~~277~~5505 ~~White~~Connecticut ~~Horse~~Ave ~~Pike~~NW, ~~Suite~~Ste. ~~200~~191, ~~Atco~~Washington, NJ ~~08004~~DC 20015

(Address of principal executive offices, including zip code)

Registrant’s telephone number including area code: (~~856~~202) ~~753~~787-~~1046~~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

~~Yes~~The ~~¨ No x~~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.

~~The~~* ~~aggregate~~There ~~market~~was ~~value~~no oftrading ~~the~~in ~~shares~~our ofstock ~~the~~for ~~issuer's~~a ~~voting~~period ~~stock~~from ~~held~~March by13, ~~non-affiliates~~2012 asto ofSeptember ~~June 30~~23, ~~2011, was $15~~2012.8 ~~million~~The ~~based the~~ average of the bid and asked price as quoted on the OTC Electronic Bulletin Board onin ~~such date.~~our Asstock ofon ~~August~~March 2112, ~~2013,~~2012 ~~there~~was ~~were~~$0.06 ~~564,374,057 shares~~per ~~of the issuer's common stock outstanding~~share.

FORM 10-K ANNUAL REPORT

FISCAL YEAR ENDED DECEMBER 31, ~~2011~~2012

NUCLEAR SOLUTIONS INC

Item		Page
~~PART I~~	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~~	PART II
5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1516
6.	Selected Financial Data	1617
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718
7A.	Quantitative and Qualitative Disclosures About Market Risk	1819
8.	Financial Statements and Supplementary Data	F1 – ~~F15~~F14
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1934
9A.	Controls and Procedures	1934
9B.	Other Information	2035
~~PART III~~	PART III
10.	Directors, Executive Officers and Corporate Governance	2035
11.	Executive Compensation	2338
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2439
13.	Certain Relationships and Related Transactions, and Director Independence	2540
14.	Principal Accountant Fees and Services	2641
	PART IV
15.	Exhibits and Financial Statement Schedules	2741

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, ~~2011~~2012 is being filed in ~~August~~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, ~~2011~~2012, earlier this year, the Company ~~recently~~ filed its Form 10-K for the fiscal year ended December 31, 2010 and ~~shall soon be filing a Form 10-K for the year ended~~ December 31, ~~2012,~~2011; asthe ~~well~~Company asintends 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 ~~2012~~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.

3On 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.

OnPage ~~September~~3 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.~~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).

2.On September ~~Stephen~~20, ~~Luck~~2012, ~~was~~OTC ~~appointed~~Markets asremoved athe ~~member~~label of “Caveat Emptor”, also known as the ~~Board~~“Skull ofand ~~Directors;~~Crossbones” from the Company's ticker symbol.

3.History ~~Mr.~~& ~~Schwartz~~Progress ~~resigned~~of ~~from~~Business ~~the Executive Committee;~~Plans/Operations

4.Since ~~The~~2008, ~~Executive~~the ~~Committee~~business ~~was~~of ~~dissolved~~the ~~because~~Company ithas ~~accomplished~~been ~~its~~to ~~purpose~~design, build, own and ~~was~~operate nofacilities ~~longer~~to ~~needed;~~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.

5In 2008, to supplement internal planning activities, the Company retained Mr. ~~FFI~~Paul ~~shall~~Adams beand ~~dissolved~~Mr. Steven Luck as consultants to develop a facility business plan and economic model to be used to obtain project financing. The ~~technology~~initial ~~embedded~~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 ~~FFI~~the economic environment of 2008 and 2009 was ~~deemed~~problematic. Accordingly, ~~unfeasible~~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 ~~could~~have not bebeen ~~financed~~in active development; historical data regarding those efforts is included in the Form 10-K for the year ended December 31, 2009.

6.During ~~Unanimously~~the ~~approved~~summer aof ~~salary~~2010, ~~for~~Mr. Adams and Mr. ~~William~~Luck ~~Chady~~worked with then President and CEO of ~~$110~~the Company,~~000~~ ~~per~~John ~~year;~~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.

7.Page It4 ~~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).~~42

OnIn ~~September~~2011, 20with new leadership in place, ~~2012~~the Board of Directors evaluated the Company’s position. Given the tough economy and other issues facing the Company, ~~OTC~~i.e. ~~Markets~~not ~~removed~~ being current with its SEC filings, the ~~label~~skull ofand cross bones “Caveat Emptor”, ~~also~~or ~~known~~“Buyer asBeware” on the ~~“Skull~~Company's ticker symbol, the pending lawsuits and ~~Crossbones”~~the ~~from~~large debt on the Company's ~~ticker~~books, ~~symbol~~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.

~~History~~G & ~~Progress~~A ofCapital ~~Business Plans/Operations~~Agreement

~~Since~~ The ~~2008,~~G ~~the~~& ~~business~~A ofCapital ~~the~~Stock ~~Company has~~Purchase ~~been to design~~Agreement, ~~build,~~as ~~own~~amended ~~and~~on ~~operate~~May ~~facilities~~13, to2011, ~~gasify~~provided, ~~coal~~in ~~and~~pertinent ~~convert~~part, ~~that~~as 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.follows:

In ~~2008, to supplement internal planning activities, the Company retained Mr~~1. G ~~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~~Capital ~~feasible~~would ~~plan~~purchase ~~was developed~~5, ~~but financing for such a large scale project in the economic environment of 2008 and 2009 was problematic. Accordingly~~000,000 inshares ~~2008, the then Board~~ of ~~Directors elected to focus~~ the Company's ~~exclusively~~preferred onstock 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 an ~~the year~~aggregate ~~ended~~purchase ~~December~~price ~~31,~~of ~~2009~~$662,540. 37;

~~During~~ ~~the~~2. The ~~summer~~Company ofagreed ~~2010,~~to ~~Mr.~~amend ~~Adams~~its ~~and Mr.~~Articles ~~Luck~~of ~~worked~~Incorporation ~~with~~to, ~~then~~among ~~President~~other ~~and~~things, ~~CEO~~increase of the ~~Company,~~authorized ~~John~~common ~~Fairweather~~stock tocapital ~~modify~~from ~~the~~100,000,000 ~~plans~~shares ~~developed~~of incommon ~~2008.~~stock, ~~Mr.~~par ~~Adams~~value ~~developed an~~$0.0001 ~~advanced~~to ~~draft~~800,000,000 shares of acommon ~~modified~~stock ~~project~~(the ~~plan~~Company ~~and~~also ~~Mr.~~has ~~Luck~~10,000,000 ~~identified~~shares aof ~~potential~~preferred ~~funding~~stock, ~~source~~par ~~for~~value $0.001. At the ~~project~~time ~~described~~of inthe ~~that plan. However~~agreement, ~~for~~the ~~reasons~~Company ~~unknown~~had 97,980,981 ~~Mr.~~shares ~~Fairweather~~of ~~broke~~common ~~contact~~stock ~~with~~and ~~Mr.~~0 ~~Adams~~shares ~~and~~of ~~Mr.~~preferred ~~Luck~~stock inissued ~~September~~and ~~2010~~outstanding.

4 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.

In 4. Upon ~~2011, with new leadership in place,~~ the ~~Board~~exchange of ~~Directors evaluated~~ the ~~Company’s~~preferred ~~position.~~stock ~~Given~~for the ~~tough~~common ~~economy and other issues facing the Company~~stock, ~~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 beissue ~~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~~warrant ~~Jersey~~to ~~limited~~purchase ~~liability~~up ~~company~~to ~~("G & A Capital")~~496,277,915 ~~which~~shares ~~led~~of tocommon ~~the execution~~stock ofcommon ashares ~~Stock~~for ~~Purchase~~an ~~Agreement~~aggregate onprice ~~May~~of 12$2, ~~2011~~000,000.

5. G & A Capital ~~Agreement~~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.

~~The~~ 6. G & A Capital ~~Stock~~ ~~Purchase~~agreed ~~Agreement~~to relieve, asdischarge, ~~amended~~assume onand/or ~~May~~pay 13ALL of the outstanding debt, ~~2011~~financial obligations and all other liabilities incurred by the Company (including, ~~provided~~among other things, inaccrued ~~pertinent~~expenses ~~part~~and accrued compensation), asexcluding ~~follows~~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.

~~1. G~~ As &per Athe ~~Capital~~above ~~would purchase 5~~terms,~~000,000~~ ~~shares~~Articles of ~~the~~Incorporation ~~Company's~~were ~~preferred~~so ~~stock~~amended ~~for~~on anJune ~~aggregate purchase price of $662~~14,~~540~~ 2011.~~37;~~

~~2. The~~In ~~Company~~2011, ~~agreed~~as toa ~~amend its~~result ~~Articles~~ of ~~Incorporation to, among other things, increase~~ the ~~authorized~~G ~~common~~& ~~stock~~A ~~capital~~Capital ~~from~~Stock ~~100,000,000~~Purchase ~~shares of common stock~~Agreement, ~~par value $0.0001 to 800,000,000 shares of common stock (~~the Company's ~~also~~liabilities ~~has~~were ~~10,000,000~~reduced ~~shares~~by ~~of preferred stock, par value~~ $~~0.001). At the time of the agreement~~372, ~~the Company had 97,980,981 shares of common stock and 0 shares of preferred stock issued and outstanding~~500.

~~3. Upon~~On ~~amendment~~May of15, ~~the Articles of Incorporation~~2012, G & A Capital ~~would~~partially ~~exchange~~exercised ~~the~~their 5Warrant to purchase 300,~~000~~851,000 shares of ~~preferred~~common ~~stock~~shares; ~~for~~as ~~164,402,076~~a ~~shares~~result of ~~common~~such ~~shares~~exercise, ~~with~~ ~~the~~G ~~preferred~~& ~~shares~~A ~~being~~Capital ~~cancelled~~held ~~and~~465,253,076 ~~returned~~shares toof the ~~treasury~~Company's common stock.

~~4. Upon~~During ~~the exchange of the preferred stock for the common stock~~2012, ~~the Company would issue~~ G & A aCapital ~~warrant~~provided tothe ~~purchase~~following upaggregate toexecutive ~~496,277,915~~compensation ~~shares~~as ofper ~~common stock~~their ~~common shares for an aggregate price of $2,000,000.~~agreement:

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.

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

~~6. G~~Page &5 ~~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.42

As1) ~~per~~Mr. Chady is a member of Kentucky Fuel Associates, Inc. (“KFA”), a company with whom FFI entered into a collaborative arrangement for the ~~above~~development ~~terms~~of coal-based gas-to-liquid (“CTL”) fuel production facilities in the State of Kentucky. (See, ~~Articles~~ "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 ~~Incorporation~~coal-based ~~were~~gas-to-liquid so(“CTL”) ~~amended~~fuel onproduction ~~June~~facilities 14in the State of Kentucky. (See, ~~2011~~"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.

InStarting in June 2011, asMr. 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 ~~result~~project ofplan that could be financed. The key to the ~~G &~~new Aplan ~~Capital~~was ~~Stock~~a ~~Purchase~~focus ~~Agreement~~on a smaller, scalable facility, as financing was problematic for the ~~Company's~~typical ~~liabilities~~large-scale ~~were~~plants ~~reduced~~previously considered by ~~$372,500~~the Company.

On ~~May~~December 151, ~~2012~~2011, Gthe &Company Aentered ~~Capital exercised~~into aan ~~cashless~~agreement ~~provision~~with ~~related~~Paul toAdams ~~warrants~~and ~~issued~~Steve inLuck ~~May~~for ~~2011.~~them ~~The Company issued 300,851,000 common shares.~~to

~~During~~a. ~~2012~~Perform a technology survey and recommend a gasification technology, Gprepare &a Abusiness ~~Capital~~plan ~~provided~~and ~~the~~a ~~following aggregate~~project ~~executive~~proforma ~~compensation~~to assubmit ~~per~~to ~~their~~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.

5Under 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.

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		10,000,000
Paul Adams (3)		10,000,000

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.

1)On ~~Mr.~~May ~~Chady~~22, is2012, the Company executed a ~~member~~consulting ofcontract ~~Kentucky~~with ~~Fuel~~Brian ~~Associates,~~Wishneff ~~Inc.~~& ~~(“KFA”)~~Associates, aLLC ~~company~~to ~~with~~manage ~~whom~~the ~~FFI~~process ~~entered~~associated ~~into~~with acertain ~~collaborative~~tax ~~arrangement~~credit ~~for~~programs ~~the~~that ~~development~~might ofbe ~~coal-based~~applicable ~~gas-~~to~~-liquid~~ ~~(“CTL”)~~the ~~fuel~~Muhlenberg ~~production~~County ~~facilities~~project, inwith ~~the~~a ~~State~~special offocus ~~Kentucky.~~on ~~(See,~~the ~~"Note~~New 2,Market ~~Collaborative~~Tax ~~Agreement")~~Credit program.

2)On MrJuly 27, 2012, Shaw Environmental & Infrastructure, Inc. ~~Sparks~~delivered isits Phase I Environmental Site Assessment of the ~~General~~site ~~Product~~in ~~Manager~~Central toCity, Kentucky, ~~Fuel~~the ~~Associates,~~Company ~~Inc~~selected for its first coal to diesel project. The ~~(“KFA”),~~report awas ~~company~~prepared in conformance with ~~whom~~the ~~FFI~~scope ~~entered~~and ~~into~~limitations aof ~~collaborative~~ASTM ~~arrangement~~Practice ~~for~~E1527 ~~the~~and ~~development~~was requested as part of ~~coal-based~~the ~~gas~~Company’s pre-~~to-liquid~~acquisition ~~(“CTL”)~~due ~~fuel~~diligence; ~~production~~the ~~facilities~~report did not reveal any evidence of recognized environmental conditions in connection with the ~~State~~property. However, ofthe ~~Kentucky~~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 ~~(See,~~property ~~"Note~~has 2been fully developed, ~~Collaborative~~so ~~Agreement")~~we do not anticipate any issues in this regard.

3)Page In6 ~~March 2013, G & A Capital provided Mr. Adams with an additional 5,000,000 shares~~ of ~~common stock for executive compensation.~~42

~~Starting~~On inAugust ~~June~~14, ~~2011~~2012, ~~Mr.~~the ~~Bagot,~~Company ~~Mr.~~entered ~~Adams and~~into ~~Mr.~~a ~~Luck~~Master ~~picked~~Services upAgreement ~~from~~(“MSA”) ~~the~~with ~~earlier~~Global ~~coal-to-liquid~~Private ~~planning~~Funding, ~~efforts~~Inc.("Global"), ~~and~~which ~~began~~included ~~working~~provisions ~~together~~for Global to ~~develop~~provide ~~and~~the ~~refine~~Company awith ~~project plan~~business ~~that~~incubation ~~could~~services, belegal ~~financed.~~& compliance services and underwriting services. The ~~key~~Company proceeded to achieve the ~~new~~milestones ~~plan~~established by Global to obtain funding, but Global was aunable ~~focus~~to onprovide athe ~~smaller~~funding as promised. Accordingly, ~~scalable~~on ~~facility~~April 22, as2013, ~~financing~~the ~~was~~Company ~~problematic~~ terminated the Global MSA for cause. However, since that time and as of the ~~typical~~date ~~large-scale~~of ~~plants~~this ~~previously~~Report, ~~considered~~we byare working together with Global to resolve our differences in the ~~Company~~hopes of re-establishing our working relationship.

OnAs more specifically disclosed in the Current Report on Form 8-K that we filed with the SEC on December 118, ~~2011~~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 ~~Company~~funding of our coal-to-liquid (“CTL”) fuel projects in multiple locations in Kentucky. On April 22, 2013, we entered into ana ~~agreement~~more specific Letter of Intent with ~~Paul~~Empyrean ~~Adams~~pursuant ~~and~~to ~~Steve~~which ~~Luck~~Empyrean agreed to fund up to 65% of the loan cost (the “Empyrean Portion”) for ~~them~~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.

a.On ~~Perform~~December a7, ~~technology~~2012, ~~survey~~the ~~and~~Company ~~recommend~~entered into a ~~gasification~~Memorandum ~~technology,~~of ~~prepare~~Understanding a(MOU) ~~business~~with ~~plan~~1st Resource Group (1RG) to jointly develop and commercialize a ~~project~~complete ~~proforma~~Coal to ~~submit~~Liquid toFuels ~~potential~~Process. Under ~~funding~~the ~~sources~~terms of this MOU, the Company and 1RG will jointly:

b1. ~~Recommend~~Develop ~~contract~~a ~~terms~~proprietary ~~(assurances,~~process ~~remedies~~to clean and ~~incentives~~condition coal-derived synthesis gas – syngas (the “Gas Conditioning Process”); 2. Develop a proprietary process to convert that ~~should~~cleaned beand ~~considered~~conditioned insyngas ~~any~~into ~~agreement~~liquid ~~with~~fuel ~~feedstock~~(the ~~providers~~“GTL Process”); and ~~Off~~3. Integrate the Gas Conditioning Process and the GTL Process with a 300 ton-~~takers;~~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”).

c.The ~~Assist~~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 ~~initial~~which ~~project~~coal is the feedstock and ~~long~~1RG ~~term~~has ~~corporate~~exclusive ~~planning~~world-wide ~~activities,~~rights ~~including,~~to ~~without~~use ~~limitation,~~the ~~identifying~~Gas Conditioning Process and ~~negotiating~~GTL ~~agreements~~Process ~~with~~on ~~appropriate~~all ~~technology~~projects ~~providers,~~in ~~sources~~which ofnatural gas is the feedstock,. The ~~locations~~Company ofand ~~facilities~~1RG will joint venture on any project involving a feedstock other than coal and ~~potential~~natural ~~Off-takers~~gas.

d.The ~~Assist~~ Company inplans ~~long~~to ~~term~~build ~~planning~~a ~~would~~CTL ~~include,~~facility ~~without~~that ~~limitation,~~will aprocess ~~time~~300 ~~line~~ton-per-day ~~for~~("TPD") ~~development~~ of ~~additional~~coal ~~projects,~~to ~~creating~~produce ~~appropriate~~synthetic ~~supply~~fuels; ~~chain~~such ~~and~~facility ~~technology~~will ~~relationships~~be todeveloped ~~take~~as ~~advantage~~a oftemplate ~~economies~~capable of ~~scale~~being ~~and~~rapidly ~~other~~replicated ~~economic~~on ~~development~~multiple ~~activities~~sites. Each individual facility is expected to becost ~~associated~~approximately ~~with~~$120,000,000 ~~coal~~and ~~gasification~~create ~~projects~~50 indirect ~~Kentucky~~jobs.

~~Under~~On ~~this~~December ~~agreement~~17, ~~Adams~~2012, ~~and~~the ~~Luck~~Company ~~would remain~~entered ~~the~~into ~~owners~~a Memorandum of ~~all~~Understanding ~~deliverables~~(MOU) ~~and~~with Emery Energy (Emery), whereby the Company ~~will~~engaged ~~have~~Emery to provide the ~~exclusive~~coal ~~right~~gasification toprocess ~~use~~for ~~those~~the ~~deliverables~~Company ~~upon~~300 ~~payment~~TPD ofCTL ~~specified compensation~~Facility. The ~~Pursuant~~Emery toBubbling ~~the~~Fluid ~~agreement,~~Bed aGasifier ~~formal~~ technology ~~survey~~will ~~commenced~~be inlicensed ~~January~~to ~~2012~~the ~~that~~Company, ~~led~~with exclusive rights available to ~~preliminary~~the ~~technology selections~~Company for deployment in ~~June~~the ~~2012~~Commonwealth ~~and~~of ~~final~~Kentucky ~~technology~~upon ~~selections~~achievement inof ~~December~~certain ~~2012~~deployment milestones.

~~Commencing~~Page in7 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 1st Resource Group ("Resource Group"); we are party to a Memorandum of ~~Understanding with each of Emergy and Resource Group as further described below.~~42

On ~~May~~January 22, ~~2012~~2013, the Company’s ~~executed~~offer ~~a consulting~~to ~~contract~~purchase ~~with~~real ~~Brian~~property ~~Wishneff~~for &a ~~Associates,~~coal-to-liquids ~~LLC~~facility toin ~~manage~~Muhlenberg ~~the~~County, ~~process~~Kentucky ~~associated~~was ~~with~~accepted. The ~~certain~~site ~~tax~~consists ~~credit~~of ~~programs that~~approximately ~~might~~126.1 beacres ~~applicable~~of toreal ~~the~~property in Muhlenberg County, ~~project~~Kentucky near the community of Central City, ~~with~~Kentucky aalong ~~special~~U.S. ~~focus~~Hwy. on431 ~~the~~and ~~New~~adjacent ~~Market~~to ~~Tax~~an ~~Credit~~operating ~~program~~surface coal mine.

On ~~July~~March 2715, ~~2012~~2013, ~~Shaw Environmental & Infrastructure, Inc. delivered its Phase I Environmental Site Assessment of~~ the ~~site~~Company inexecuted ~~Central~~an ~~City,~~employment ~~Kentucky,~~contract ~~the~~with ~~Company~~Paul ~~selected for~~Adams ~~its~~as ~~first~~Chief ~~coal~~Operating ~~to diesel project~~Officer. The ~~report~~Company ~~was~~board ~~prepared~~of indirectors ~~conformance~~approved ~~with~~ the ~~scope~~agreement ~~and~~in ~~limitations~~September of2012 ~~ASTM Practice E1527~~ and it was ~~requested~~immediately astransmitted ~~part~~to ofGlobal ~~the~~Private ~~Company’s~~Funding ~~pre-acquisition~~under ~~due diligence;~~ the ~~report~~MSA. After ~~did~~six ~~not~~months ~~reveal any evidence~~ of ~~recognized environmental~~no ~~conditions~~response infrom ~~connection~~Global ~~with~~Private ~~the property. However~~Funding, the ~~report~~agreement ~~did~~was ~~note~~modified ~~that~~slightly ~~the~~to ~~property~~remove ~~included~~references ~~areas formerly designated as wetlands and advised~~ to ~~ensure~~Global ~~all~~Private ~~applicable~~Funding ~~wetlands~~from ~~related~~the ~~requirements~~agreement ~~are~~and ~~followed~~it ifwas ~~facility construction activities would impact those wetlands~~executed. ~~The property has been fully developed, so we do not anticipate any issues in this regard.~~

6On 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 ~~August~~May 143, ~~2012~~2013, ~~the~~we ~~Company~~executed ~~entered into~~ a ~~Master~~Teaming ~~Services~~ Agreement ~~(“MSA”)~~ with ~~Global Private Funding~~Woolpert, Inc. ("~~Global~~Woolpert"), ~~which~~pursuant ~~included~~to ~~provisions for~~which ~~Global~~Woolpert towill ~~provide~~be the ~~Company~~Lead ~~with~~Design ~~business~~Consultant ~~incubation services, legal & compliance services~~ and ~~underwriting~~Design-Build ~~services. The~~Program ~~Company~~Manager ~~proceeded~~ to ~~achieve~~provide the ~~milestones~~necessary ~~established~~planning, bydesign ~~Global~~and topreliminary ~~obtain~~design-build ~~funding,~~documents ~~but~~in ~~Global~~coordination ~~was~~with ~~unable to provide~~ the ~~funding as~~CTL ~~promised.~~process ~~Accordingly,~~engineers onfor ~~April~~our ~~22,~~CTL ~~2013,~~plants ~~the~~planned ~~Company~~for ~~terminated~~Muhlenberg ~~the~~County ~~Global~~and ~~MSA~~Perry ~~for~~County, ~~cause~~Kentucky.

AsDiscussions ~~more specifically disclosed in the Current Report on Form 8-K that we filed~~ with ~~the~~both ~~SEC~~RWE onand ~~December~~Woolpert ~~18,~~began ~~2012~~prior ~~(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~~termination of our ~~coal-to-liquid (“CTL”)~~agreement ~~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~~Global, ~~Kentucky.~~however ~~The~~Global ~~April~~did 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~~show any ~~control,~~interest ~~contained~~ in ~~the~~either ~~LOI; accordingly,~~entity ~~there~~and istook no ~~guarantee~~action ~~we will receive the Empyrean Portion. If we do not receive the Empyrean Portion, we may not be able~~ to ~~find~~support ~~alternative~~our ~~funding~~engagement ~~sources~~with oneither ~~acceptable terms, or at all~~entity. Following ~~The~~termination ~~Empyrean Portion shall be paid through an EB-5 loan. In 1990, as part~~ of ~~a general overhaul of~~ the ~~legal~~MSA ~~immigration~~with ~~system~~Global, ~~Congress~~we ~~created~~completed the ~~fifth~~formal ~~employment-based~~agreements ~~preference for~~disclosed ~~the~~above ~~issuance~~with ofRWE ~~United~~and ~~States visas~~Woolpert.

OnMajor ~~December~~Officer/Director 7, 2012, the Company entered into a Memorandum of Understanding (MOU) with 1st 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:Changes

1.As ~~Develop~~further adetailed ~~proprietary~~in ~~process~~the toCurrent ~~clean~~Report ~~and~~on ~~condition~~Form ~~coal~~8-~~derived~~K ~~synthesis~~that ~~gas~~we –filed ~~syngas~~on (March 31, 2011 and September 17, 2012 and, after a 10 day suspension period, Mr. Fairweather was terminated as the ~~“Gas~~Company's ~~Conditioning~~CEO, ~~Process”);~~President and all positions he held with the Company in March 2011.

2.On ~~Develop~~March 26, 2011, the Board of Directors appointed Harry Bagot as a ~~proprietary~~Director ~~process~~and toas ~~convert~~the ~~that~~new ~~cleaned~~President and ~~conditioned~~Chief ~~syngas~~Executive ~~into~~Officer. The ~~liquid~~Company ~~fuel~~then ~~(the~~formed ~~“GTL~~an ~~Process”);~~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.

3 Mr. ~~Integrate~~Faith ~~the~~resigned ~~Gas~~as ~~Conditioning~~Chief ~~Process~~Financial Officer and left the ~~GTL~~Executive ~~Process~~Committee ~~with~~on aMay ~~300~~10, ~~ton-per-day~~2011; ~~(TPD)~~this ~~gasifier~~action towas ~~produce~~required ~~approximately~~by ~~525~~a ~~barrels~~third ~~(22,050~~party ~~gallons)~~in oforder ~~liquid~~for ~~fuel,~~Mr. ~~consisting~~Faith ofto ~~approximately~~participate ~~50%~~in ~~diesel~~another ~~and~~business ~~50%~~opportunity; ~~jet~~his ~~fuel~~relationship ~~(the~~with ~~“300~~The ~~TPD~~Company ~~CTL~~was ~~Facility”)~~excellent.

~~The~~On ~~Company~~May 13, ~~jointly~~2011, ~~with 1RG shall own~~ the ~~Gas~~Board ~~Conditioning~~of ~~Process~~Directors ~~and~~hired ~~the~~William ~~GTL~~Chady, ~~Process~~C.P.A., ~~with~~who ~~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~~also ~~feedstock~~a ~~and~~director, ~~1RG~~as ~~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's ~~and~~Chief ~~1RG~~Financial ~~will joint venture on any project involving a feedstock other than coal and natural gas~~Officer.

~~The~~As ~~Company~~disclosed ~~plans~~in tothe ~~build~~Current aReport ~~CTL~~on ~~facility~~ Form 8-K that ~~will~~we ~~process~~filed ~~300~~on ~~ton-per-day~~July ~~("TPD")~~24, of2013, ~~coal~~on toJuly ~~produce~~15, ~~synthetic~~2013, ~~fuels;~~the ~~such~~Board ~~facility~~of ~~will~~Directors beformally ~~developed~~accepted the aspreviously areceived ~~template capable~~resignations of ~~being~~Mr. ~~rapidly~~Paul ~~replicated~~Adams onand ~~multiple sites~~Mr. ~~Each~~Stephen ~~individual~~Luck, ~~facility~~who isserved ~~expected~~as toour ~~cost~~Chief ~~approximately~~Operating ~~$120,000,000~~ Officer and ~~create~~a 50member ~~direct~~of ~~jobs~~our Board of Directors, respectively; such resignations were effective immediately.

OnPage ~~December~~8 ~~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.42

On ~~January~~Litigation (Please ~~11,~~also ~~2013~~see, ~~the~~Legal Company’s offer to purchase real property for coal-to-liquid facility in Perry County, Kentucky was accepted. The site is commonly known as the Weyerhaeuser Truss Building, located at 610 Trus Joist Ln, Hazard, KY 41701 and consists of a structure of approximately 500,000 square feet, located on a parcel of +/- 92 acres.Proceedings)

OnAs ~~January~~disclosed ~~22,~~in ~~2013~~the Company's prior public filings, a former shareholder of FFI (Scott Schrader - "Schrader") instituted litigation against the Company~~’s offer~~ toand ~~purchase~~FFI ~~real~~in ~~property~~the ~~for~~fall aof ~~coal~~2010. Schrader is the Plan Sponsor, Plan Administrator Fiduciary and Participant of Schrader & Associates Defined Benefit Pension Plan ("Schrader"), the co-~~to-liquids~~plaintiff, ~~facility~~with whom we entered into a Stock Purchase Agreement and a Management Agreement in ~~Muhlenberg~~2009. The ~~County~~litigation resulted in questionable actions by, ~~Kentucky~~and ~~was~~the ~~accepted~~ultimate termination of Mr. ~~The~~Fairweather ~~site~~on ~~consists~~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 ~~approximately~~ ~~126~~a criminal case against Mr.1 ~~acres~~Fairweather entitled The State of ~~real~~New ~~property~~Jersey inv. ~~Muhlenberg~~John ~~County~~Fairweather, ~~Kentucky~~pending ~~near~~in the ~~community~~Municipal Court of ~~Central~~Waterford ~~City~~Township, ~~Kentucky~~Complaint ~~along~~number U.S 2012 00165, in which Mr. ~~Hwy~~ Fairweather is charged with theft of company property. ~~431~~At ~~and~~the ~~adjacent~~first hearing of this matter on September 13, 2012, Mr. Fairweather failed to anappear, ~~operating~~but ~~surface~~since ~~coal~~he ~~mine~~later returned all of the requested records, we later had the case dismissed.

7On 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 ~~March~~July 1530, ~~2013~~2012, Schrader filed a complaint against FFI in the ~~Company~~Commonwealth ~~executed an~~of ~~employment~~Kentucky, ~~contract~~Muhlenberg ~~with~~Circuit ~~Paul~~Court ~~Adams~~Division, as ~~Chief~~Civil ~~Operating~~Action ~~Officer~~No. ~~The~~12-CI-352 ~~Company~~to ~~board~~Quiet ofTitle ~~directors~~on ~~approved~~property ~~the~~acquired ~~agreement~~by inFFI. (The ~~September 2012~~property ~~and~~that itis ~~was~~the ~~immediately~~subject ~~transmitted~~of tothis ~~Global~~litigation ~~Private~~is ~~Funding~~not ~~under~~the site selected for the ~~MSA.~~Company's ~~After~~current ~~six~~coal ~~months~~to ofdiesel nofacility ~~response~~in ~~from~~Muhlenberg ~~Global~~County.) On ~~Private Funding~~September 10, 2012, the ~~agreement~~Board ~~was~~of ~~modified~~Directors ~~slightly~~unanimously toapproved ~~remove~~Mr. ~~references~~Bagot's toexecution ~~Global~~of ~~Private~~a ~~Funding~~quit ~~from~~claim ~~the~~deed ~~agreement~~to ~~and~~resolve itthe ~~was executed~~action.

On ~~April~~May 2610, 2013, ~~the~~Global ~~Company~~Private ~~executed a~~Funding ~~joint~~filed ~~venture~~a ~~with~~civil ~~Renewed World Energies~~action, ~~Inc.~~number ~~(“RWE”),~~SC120696 ain ~~majority~~the ~~owned~~Superior ~~subsidiary~~Court of ~~Aventura~~the ~~Equities,~~State ~~Inc.~~of ~~(OTC pink: AVNE)~~California, toCounty ~~integrate~~of ~~RWE’s~~Los ~~patent~~Angeles, ~~pending~~West ~~Photo~~District; ~~bioreactor~~however, ~~into~~as ~~our~~of ~~CTL~~the ~~plants~~date ~~planned~~of ~~for~~this ~~Muhlenberg County and Perry County~~Report, ~~Kentucky.~~the ~~The~~action ~~proprietary~~was ~~CTL~~dismissed ~~process~~in weCalifornia, ~~intend~~but tohas ~~develop~~been ~~will~~re-filed ~~include~~in ~~the~~Federal ~~ability to capture the carbon dioxide produced by the CTL process~~Court. Notwithstanding ~~Once~~this ~~captured~~matter, ~~the~~as ~~carbon~~of ~~dioxide will be put to use to grow algae using~~ the ~~RWE~~date ~~Photo~~of ~~bioreactor.~~this ~~The RWE system circulates the water~~Report, ~~nutrients,~~we ~~and~~are ~~CO2~~working ~~required~~together towith ~~grow~~Global ~~the~~outside ~~algae~~of ~~through~~our ~~the~~legal ~~tank and panels~~issues, ~~with~~to ~~the~~resolve ~~entire~~our ~~process continuously~~differences ~~monitored~~in ~~and~~ the ~~growth~~hopes ~~environment~~of ~~automatically~~re-establishing ~~adjusted~~our toworking ~~maximize output~~relationship.

OnItem ~~May 3, 2013, we executed a Teaming Agreement with Woolpert, Inc~~1A. ~~("Woolpert"),~~RISK 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.FACTORS

~~Discussions~~The ~~with~~Company ~~both~~is ~~RWE~~subject ~~and Woolpert began prior~~ to ~~the~~a ~~termination~~high degree of ~~our~~risk. ~~agreement~~The ~~with~~following ~~Global~~risks, ~~however~~if ~~Global did not show~~ any ~~interest~~one inor ~~either~~more ~~entity~~occurs, ~~and~~could ~~took no~~materially ~~action~~harm tothe ~~support~~business, ~~our~~financial ~~engagement~~condition ~~with~~or ~~either~~future ~~entity.~~results ~~Following~~of ~~termination~~operations of the ~~MSA~~Company. ~~with~~If ~~Global~~that occurs, wethe ~~completed~~trading ~~the~~price ~~formal~~of ~~agreements disclosed~~the ~~above~~Company’s ~~with~~common ~~RWE~~stock ~~and~~could ~~Woolpert~~decline.

~~Major~~Although ~~Officer/Director~~we ~~Changes~~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.

AsLimited ~~further~~operating ~~detailed~~history; inanticipated ~~the~~losses; ~~Current~~uncertainly ~~Report on~~of ~~Form~~future 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.results

OnThe ~~March~~Company ~~26,~~has ~~2011,~~only ~~the~~a ~~Board~~limited operating history upon which an evaluation of ~~Directors appointed~~the ~~Harry~~Company ~~Bagot~~and asits prospects can be based. The Company’s prospects must be evaluated with a ~~Director~~view ~~and~~to asthe risks encountered by a company in an early stage of development, particularly in light of the ~~new~~uncertainties ~~President~~relating to the business model that the Company intends to market and ~~Chief~~the ~~Executive~~potential ~~Officer~~acceptance of the Company’s business model. The Company ~~then~~will ~~formed~~be anincurring ~~Executive Committee~~costs to develop, ~~consisting~~introduce ofand ~~Stanley~~enhance ~~Drinkwater~~its products, ~~Harry~~to ~~Bagot~~establish marketing relationships, ~~William~~to ~~Chady~~acquire and ~~Kenneth~~develop ~~Faith~~products that will complement each other, and to ~~refocus~~build an administrative organization. To the ~~corporate~~extent ~~purpose~~that on such expenses are not subsequently followed by commensurate revenues, the ~~building~~Company's business, results of ~~coal-~~operations and financial condition will be materially adversely affected. There can be no assurance that the Company will be able to~~-diesel~~ ~~facilities~~generate sufficient revenues from the sale of its products and services. ~~Later,~~The inCompany ~~June~~expects ~~2011~~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, Mrthe Company may be required to sell additional equity or debt securities. ~~Robert~~The ~~Schwartz~~sale ~~was~~of ~~also~~additional ~~appointed~~equity or convertible debt securities would result in additional dilution to the ~~Executive~~Company's ~~Committee~~shareholders.

~~Mr.~~Page ~~Faith~~9 ~~resigned~~of 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.42

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

AsThe ~~disclosed~~Company inregards ~~the~~its ~~Current~~patents, ~~Report~~trademarks, ontrade ~~Form 8-K~~secrets, ~~that~~and weother ~~filed~~intellectual onproperty ~~July 24~~(collectively, ~~2013,~~the on"Intellectual ~~July~~Property ~~15,~~Assets") ~~2013,~~as ~~the~~critical ~~Board~~to ofits ~~Directors~~success. ~~formally~~The ~~accepted~~company ~~the~~relies ~~previously~~on ~~received~~a ~~resignations~~ combination of ~~Mr.~~patents, ~~Paul~~trademarks, ~~Adams~~ and ~~Mr.~~trade ~~Stephen~~secret ~~Luck~~and copyright laws, ~~who~~as ~~served~~well as ~~our~~confidentiality ~~Chief~~procedures, ~~Operating~~contractual ~~Officer~~provisions, and aother ~~member~~similar ofmeasures, ~~our~~to ~~Board~~establish ofand ~~Directors,~~protect ~~respectively; such~~its ~~resignations~~Intellectual ~~were~~Property ~~effective immediately~~Assets.

~~Litigation (Please~~We ~~also see~~generally enter into confidentiality and invention agreements with our employees and consultants. However, ~~Legal~~patents ~~Proceedings)~~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:

As· ~~disclosed~~Our inpending ~~the~~patent ~~Company's~~applications ~~prior~~may ~~public filings,~~not abe ~~former~~granted ~~shareholder~~for ofvarious ~~FFI~~reasons, ~~(Scott~~including ~~Schrader~~the -existence ~~"Schrader")~~of ~~instituted~~similar ~~litigation~~patents ~~against~~or ~~the~~defects ~~Company and FFI~~ in the ~~fall~~applications; ofparties ~~2010.~~to ~~Schrader is~~ the ~~Plan~~confidentiality ~~Sponsor, Plan Administrator Fiduciary~~ and ~~Participant~~invention ofagreements ~~Schrader~~may &have ~~Associates~~such ~~Defined Benefit~~agreements ~~Pension~~declared ~~Plan~~unenforceable ~~("Schrader")~~or, ~~the~~even ~~co-plaintiff,~~if ~~with~~the ~~whom~~agreements weare ~~entered~~enforceable, ~~into~~may abreach ~~Stock~~such ~~Purchase~~agreements; ~~Agreement~~· ~~and a Management Agreement in 2009.~~ The ~~litigation~~costs ~~resulted~~associated inwith ~~questionable~~enforcing ~~actions by~~patents, confidentiality and ~~the~~invention ~~ultimate~~agreements ~~termination~~or ofother ~~Mr.~~intellectual ~~Fairweather~~property onrights ~~March 23,~~may ~~2011.~~make ~~When~~aggressive ~~Mr.~~enforcement ~~Fairweather~~cost ~~left~~prohibitive; ~~the~~· ~~Company,~~Even heif ~~took~~we ~~many~~enforce ~~company~~our ~~files~~rights ~~and~~aggressively, ~~refused~~injunctions, tofines ~~return~~and ~~them.~~other ~~Such~~penalties ~~actions~~may ~~are~~be ~~currently the~~insufficient ~~subject~~to ofdeter aviolations ~~criminal case against Mr. Fairweather entitled The State~~ of ~~New~~our ~~Jersey~~intellectual v.property ~~John~~rights; ~~Fairweather, pending~~and in· ~~the~~Other ~~Municipal~~persons ~~Court~~may ofindependently ~~Waterford~~develop ~~Township,~~proprietary ~~Complaint~~information ~~number~~and Stechniques ~~2012 00165~~that, inalthough ~~which~~functionally ~~Mr.~~equivalent ~~Fairweather~~or issuperior ~~charged~~to ~~with~~our ~~theft of~~intellectual ~~company~~proprietary ~~property.~~information Atand ~~the first hearing of this matter on September 13~~techniques, ~~2012,~~do ~~Mr.~~not ~~Fairweather~~breach ~~failed~~our topatented ~~appear,~~or ~~but~~unpatented ~~the~~proprietary ~~case has since been dismissed~~rights.

8Because 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.

OnIn ~~October 11~~addition, ~~2011,~~we may inadvertently be infringing on the ~~Company~~proprietary ~~entered into~~rights anof ~~agreement~~other ~~with~~persons ~~Larry~~and E.may ~~Harris~~be ~~under~~required ~~which~~to ~~Harris~~obtain ~~would~~licenses ~~receive~~to ½certain ofintellectual 1%property ofor ~~the~~other ~~net~~proprietary ~~operating~~rights ~~income~~from ofthird ~~the~~parties. ~~first US~~Such ~~Fuel~~licenses ~~coal-to-liquid~~or ~~plant~~proprietary ~~commissioned~~rights bymay ~~the~~not ~~Company~~be made available under acceptable terms, if at all. ~~This~~ ~~agreement~~If ~~was~~we ~~reached~~do asnot ~~the~~obtain ~~settlement~~required oflicenses aor ~~dispute~~proprietary ~~between~~ rights, we could encounter delays in product development or find that the ~~Company,~~development Gor &sale Aof ~~Capital~~products ~~and~~requiring ~~Harris~~such licenses is foreclosed.

OnWe ~~July~~anticipate ~~30,~~that ~~2012,~~any ~~Schrader~~business ~~filed~~model awe ~~complaint against~~develop ~~FFI~~will inbe ~~the~~subject ~~Commonwealth of Kentucky, Muhlenberg Circuit Court Division, as Civil Action No. 12-CI-352~~ to ~~Quiet Title on property acquired by FFI~~change. ~~(The~~At ~~property that is the subject of~~ this ~~litigation~~time it is ~~not~~impossible ~~the~~for ~~site~~us ~~selected~~to ~~for~~predict the ~~Company's current~~degree ~~coal~~ to ~~diesel~~which ~~facility~~demand infor ~~Muhlenberg~~our ~~County.)~~products Onwill ~~September~~evolve ~~10,~~or ~~2012,~~whether ~~the~~any ~~Board~~potential ofmarket ~~Directors~~will ~~unanimously~~be ~~approved~~large ~~Mr.~~enough ~~Bagot's execution~~to ofprovide aany ~~quit~~meaningful ~~claim~~revenue ~~deed~~or toprofit ~~resolve~~for ~~the action~~us.

OnWe ~~May~~have ~~10,~~not ~~2013,~~been ~~Global~~profitable ~~Private~~since ~~Funding~~our ~~filed~~inception. aThere ~~civil~~can ~~action, number~~be ~~SC120696~~no inassurances ~~the~~as ~~Superior~~to ~~Court~~when ofand ~~the~~whether ~~State~~we ofwill ~~California,~~be ~~County~~able ofto ~~Los~~commercialize ~~Angeles,~~our ~~West~~products ~~District~~and technologies and realize any revenues. Our technologies have never been utilized on a large-scale commercial basis.

~~Item~~We 1Aexpect that we will continue to generate losses until at least such time as we can commercialize our technologies. ~~RISK~~No ~~FACTORS~~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.

~~The~~Management ~~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. Growth

~~Although~~The weCompany ~~are~~expects ~~not required~~ to ~~provide this~~experience ~~information since~~growth wein ~~are~~the anumber ~~smaller~~of ~~reporting~~employees ~~company,~~relative weto ~~are~~its ~~voluntarily~~current ~~providing~~levels ~~such~~of ~~information~~employment inand ~~light~~the scope of its operations. In particular, the ~~risks~~ ~~associated~~Company ~~with~~may ~~our~~need ~~company~~to ~~and~~hire ~~our~~scientists, ~~lack~~as ofwell ~~revenue.~~as ~~Before~~sales, ~~you~~marketing ~~invest~~and inadministrative ~~our~~personnel. ~~securities~~Additionally, ~~you~~acquisitions ~~should~~could beresult ~~aware~~in ~~that~~an ~~there are~~increase ~~various~~in ~~risks~~employee headcount and business activity. ~~You~~Such ~~should~~activities ~~consider~~could ~~carefully~~result ~~these~~in ~~risk~~increased ~~factors,~~responsibilities ~~together~~for ~~with~~management. ~~all~~The ofCompany ~~the~~believes ~~other~~that ~~information~~its ~~included~~ability into ~~this annual~~attract, ~~report~~train, ~~before~~and ~~you~~retain ~~decide~~qualified totechnical, ~~purchase~~sales, ~~our~~marketing, ~~securities.~~and Ifmanagement ~~any~~personnel, ofwill ~~the~~be ~~following~~a ~~risks~~critical ~~and~~factor ~~uncertainties~~to ~~develop~~its ~~into~~future ~~actual events,~~success. ~~our~~During strong business cycles, ~~financial~~the ~~condition~~Company ormay ~~results~~experience ofdifficulty ~~operations~~in ~~could~~filling beits ~~materially~~needs ~~adversely~~for ~~affected~~qualified personnel.

~~Limited~~Page ~~operating~~10 ~~history; anticipated losses; uncertainly~~ of ~~future results~~42

The Company's ~~has~~future ~~only~~success awill ~~limited~~be ~~operating history~~highly dependent upon ~~which~~its anability ~~evaluation~~to ofsuccessfully manage the ~~Company~~expansion ~~and~~of its ~~prospects can be based~~operations. The Company’'s ~~prospects~~ability ~~must~~to manage and support its growth effectively will be ~~evaluated with~~substantially adependent ~~view~~on its ability to ~~the~~implement ~~risks~~adequate ~~encountered~~financial byand amanagement ~~company~~controls, inreporting ansystems, ~~early~~and ~~stage~~other procedures and hire sufficient numbers of ~~development~~financial, ~~particularly~~accounting, inadministrative, ~~light~~and ofmanagement ~~the~~personnel. ~~uncertainties relating~~The toCompany is in the ~~business~~process ~~model~~of ~~that~~establishing ~~the~~and ~~Company~~upgrading ~~intends~~its tofinancial ~~market~~accounting and ~~the~~procedures. ~~potential~~There ~~acceptance~~can ofbe ~~the~~no ~~Company’s~~assurance ~~business model.~~that ~~The~~the Company will be ~~incurring~~able ~~costs~~ to ~~develop~~identify, ~~introduce~~attract, and ~~enhance~~retain ~~its~~experienced ~~products,~~accounting toand ~~establish~~financial ~~marketing~~personnel. ~~relationships, to~~The ~~acquire~~Company's ~~and~~future ~~develop~~operating ~~products~~results ~~that~~ will ~~complement~~depend ~~each~~on ~~other,~~the ~~and~~ability toof ~~build~~its anmanagement ~~administrative~~and ~~organization.~~other Tokey ~~the~~employees ~~extent~~to ~~that such~~implement ~~expenses~~and ~~are~~improve ~~not~~its ~~subsequently~~systems ~~followed~~for byoperations, ~~commensurate~~financial ~~revenues~~control, ~~the~~and ~~Company's~~information ~~business~~management, ~~results~~and ofto ~~operations~~recruit, train, and ~~financial condition~~manage ~~will~~its beemployee ~~materially adversely affected~~base. There can be no assurance that the Company will be able to ~~generate~~achieve ~~sufficient revenues~~or ~~from~~manage ~~the~~any ~~sale~~such ofgrowth ~~its~~successfully ~~products~~or ~~and~~to ~~services.~~implement ~~The~~and ~~Company~~maintain ~~expects~~adequate ~~that~~financial ~~negative~~and ~~cash~~management ~~flow~~controls ~~from~~and ~~operations~~procedures, ~~may~~and ~~exist~~any ~~for the~~inability ~~next 12 months as it continues~~ to ~~develop~~do ~~and~~so ~~market~~would ~~its~~have ~~products~~a ~~and~~material ~~services.~~adverse Ifeffect ~~cash~~on ~~generated by operations is insufficient to satisfy~~ the Company's ~~liquidity requirements~~business, ~~the~~results ~~Company may be required to sell additional equity or debt securities. The sale~~ of ~~additional~~operations, ~~equity~~and orfinancial ~~convertible debt securities would result in additional dilution to the Company's shareholders~~condition.

~~Intellectual~~The ~~Property~~Company's ~~Rights~~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.

~~The~~ ~~Company~~We ~~regards~~are ~~its~~delinquent ~~patents,~~in ~~trademarks, trade~~our ~~secrets,~~tax ~~and other intellectual property (collectively, the "Intellectual Property Assets") as critical to its success~~filings. 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.

9We 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.

WeRisks ~~generally~~associated ~~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:acquisitions

·As ~~Our~~a ~~pending~~major ~~patent~~component ~~applications~~of ~~may~~its ~~not~~business bestrategy, ~~granted~~the ~~for~~Company ~~various~~expects ~~reasons,~~it ~~including~~may ~~the~~acquire ~~existence~~assets, ofand ~~similar~~businesses, ~~patents~~ and/or ~~defects~~technologies inrelating ~~the~~to ~~applications;~~or ~~parties~~complementary to ~~the~~its ~~confidentiality~~business ~~and~~model. ~~invention~~Any ~~agreements~~acquisitions ~~may~~by ~~have~~the ~~such~~Company ~~agreements~~would ~~declared~~involve ~~unenforceable~~risks ~~or,~~commonly ~~even~~encountered ifin ~~the~~acquisitions ~~agreements~~of ~~are~~companies. ~~enforceable~~These risks would include, ~~may~~among ~~breach~~other ~~such~~things, ~~agreements;~~the following:

· ~~The~~the Company could be exposed to unknown liabilities of the acquired companies; · the Company could incur acquisition costs ~~associated~~and ~~with~~expenses ~~enforcing~~higher ~~patents,~~than ~~confidentiality~~it anticipated; · fluctuations in the Company's quarterly and ~~invention~~annual ~~agreements~~operating results could occur due to the costs and expenses of acquiring and integrating new businesses or ~~other~~technologies; ~~intellectual~~· ~~property~~the ~~rights~~Company ~~may~~could ~~make~~experience ~~aggressive~~difficulties ~~enforcement~~and ~~cost~~expenses ~~prohibitive~~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 ~~Even~~and ifWorking weCapital ~~enforce~~Risks; ~~our~~Need ~~rights~~for ~~aggressively,~~Additional ~~injunctions,~~Capital ~~fines and other penalties may be insufficient~~ to ~~deter~~Finance ~~violations~~Growth ofand ~~our~~Capital ~~intellectual property rights; and~~Requirements

·We ~~Other~~have ~~persons~~had limited working capital and we are relying upon notes (borrowed funds) to operate. We may ~~independently~~seek ~~develop~~to ~~proprietary~~raise ~~information~~capital from public or private equity or debt sources to provide working capital to meet our general and ~~techniques~~administrative costs until net revenues make the business self-sustaining. We cannot guarantee that, ~~although~~we ~~functionally~~will ~~equivalent~~be able to raise any such capital on terms acceptable to us or ~~superior~~at all. Such financing may be upon terms that are dilutive or potentially dilutive to our ~~intellectual~~stockholders. ~~proprietary~~If ~~information~~alternative ~~and~~sources ~~techniques~~of financing are required, dobut ~~not~~are ~~breach~~insufficient or unavailable, we will be required to modify our ~~patented~~growth orand ~~unpatented~~operating ~~proprietary~~plans ~~rights~~in accordance with the extent of available funding.

~~Because~~Page ~~the~~11 ~~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.42

InNew 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.Business

We ~~anticipate~~are ~~that~~a ~~any~~new business ~~model~~and ~~we develop~~you ~~will~~should beconsider ~~subject~~factors towhich ~~change.~~could Atadversely ~~this~~affect ~~time~~our itability isto ~~impossible~~generate ~~for~~revenues, uswhich toinclude, ~~predict~~but ~~the~~are ~~degree~~not limited to, maintenance of positive cash flow, which ~~demand~~depends ~~for~~on our ~~products will~~ability ~~evolve~~both orto ~~whether~~raise ~~any~~capital ~~potential~~and ~~market~~to ~~will~~obtain beadditional ~~large~~financing ~~enough~~as torequired, ~~provide~~as ~~any~~well ~~meaningful~~as ~~revenue~~the orlevel ~~profit~~of ~~for~~sales usrevenues.

WePotential ~~have~~fluctuations ~~not~~in ~~been~~quarterly ~~profitable~~operating 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.results

WeOur ~~expect~~quarterly ~~that~~operating weresults ~~will~~may ~~continue~~fluctuate tosignificantly ~~generate losses~~in ~~until~~the atfuture ~~least~~as ~~such~~a ~~time~~result asof wea ~~can~~variety ~~commercialize~~of factors, most of which are outside our ~~technologies.~~control, Noincluding: ~~assurance~~the ~~can~~interest bein ~~given~~our ~~that~~products; weseasonal ~~can~~trends ~~complete~~in purchasing, the amount and timing of capital expenditures and other costs relating to the development of ~~any~~our ~~technology~~products; price competition or ~~that,~~pricing ifchanges ~~any~~in ~~technology~~the isindustry; ~~fully~~technical ~~developed,~~difficulties itor ~~can~~system downtime; and general economic conditions. Our quarterly results may also be ~~manufactured~~significantly ~~and~~impacted ~~marketed~~by onthe aimpact ~~commercially~~of ~~viable~~the ~~basis~~accounting treatment of acquisitions, financing transactions or other matters. ~~Furthermore~~ Particularly at our early stage of development, nosuch ~~assurance~~accounting treatment can behave ~~given~~a ~~that~~material ~~any~~impact ~~technology~~on ~~will~~the ~~receive~~results ~~market~~for ~~acceptance~~any quarter. WeDue ~~are~~to ~~subject~~the toforegoing ~~all~~factors, ~~risks~~among ~~inherent in~~others, ~~the~~it ~~establishment~~is oflikely athat ~~developing~~our operating results will fall below our expectations or ~~new~~those ~~business~~of investors in some future quarter.

~~Management~~Dependence ofupon ~~Growth~~Management

~~The~~Our ~~Company~~future ~~expects~~performance toand ~~experience~~success ~~growth in~~are ~~the~~dependent ~~number~~upon ofthe ~~employees~~efforts ~~relative to its current levels of employment~~ and ~~the~~abilities ~~scope~~ of ~~its~~our ~~operations.~~management ~~In particular~~team, ~~the~~directors ~~Company may need to hire scientists, as well as sales, marketing~~ and ~~administrative~~key ~~personnel~~contractors. ~~Additionally,~~If ~~acquisitions~~we ~~could~~lost ~~result in~~the anservices ~~increase~~from inkey ~~employee~~members ~~headcount~~of ~~and business activity. Such activities could result in increased responsibilities for~~ management~~. The~~ ~~Company~~or ~~believes~~other ~~that~~key ~~its~~employees ~~ability~~before towe ~~attract,~~could ~~train,~~get ~~and~~a ~~retain~~ qualified ~~technical~~replacement, ~~sales,~~that ~~marketing,~~loss ~~and~~could ~~management~~materially ~~personnel, will~~adversely beaffect aour ~~critical factor to its future success~~business. ~~During~~We ~~strong~~do ~~business~~not ~~cycles,~~maintain ~~the~~key ~~Company~~man ~~may~~life ~~experience~~insurance ~~difficulty~~on inany ~~filling its~~of ~~needs~~our ~~for qualified personnel~~management.

10Lack of Independent Directors

~~The~~We ~~Company's~~cannot ~~future~~guarantee ~~success~~that ~~will~~our beBoard ~~highly dependent upon its ability to successfully manage the expansion~~ of ~~its~~Directors ~~operations. The Company's ability to manage and support its growth effectively~~ will behave ~~substantially~~a ~~dependent~~majority ~~on its ability to implement adequate financial and management controls, reporting systems, and other procedures and hire sufficient numbers~~ of ~~financial,~~independent ~~accounting,~~directors ~~administrative, and management personnel. The Company is~~ in the ~~process of establishing and upgrading its financial accounting and procedures~~future. ~~There~~In ~~can be no assurance that~~ the ~~Company~~absence ~~will~~of bea ~~able~~majority toof ~~identify,~~independent ~~attract~~directors, ~~and~~our ~~retain~~executive ~~experienced~~officers, ~~accounting~~who ~~and~~are ~~financial~~also ~~personnel.~~principal ~~The~~stockholders ~~Company's future operating results will depend on the ability of its management~~ and ~~other~~directors, ~~key~~could ~~employees~~establish topolicies ~~implement~~ and ~~improve~~enter ~~its~~into ~~systems~~transactions ~~for operations,~~without ~~financial~~independent ~~control,~~review and ~~information~~approval ~~management,~~thereof. ~~and~~This tocould ~~recruit,~~present ~~train,~~the ~~and~~potential ~~manage~~for ~~its~~a ~~employee~~conflict ~~base.~~of ~~There~~interest ~~can~~between ~~be no assurance that~~ the Company ~~will be able to achieve or manage any such growth successfully or to implement~~ and ~~maintain~~its ~~adequate financial~~stockholders ~~and~~generally ~~management controls~~ and ~~procedures, and any inability to do so would have a material adverse effect on~~ the ~~Company's business~~controlling officers, ~~results of operations~~stockholders, ~~and~~or ~~financial condition~~directors.

~~The~~Limitation ~~Company's~~of ~~future~~Liability 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~~Indemnification ~~resources. If the Company is unable to manage its expenses effectively, the Company's business, results~~ of ~~operations,~~Officers and ~~financial condition may be materially adversely affected.~~Directors

WeOur officers and directors are ~~delinquent~~required to exercise good faith and high integrity in our ~~tax~~management ~~filings~~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.

WeAudit's ~~failed~~Opinion toExpresses ~~file~~Doubt ~~federal~~about ~~tax returns for~~ the ~~fiscal~~Company's ~~years~~Ability ~~ended December 31, 2009 through 2012. We are also required~~ to ~~file~~Continue ~~Franchise~~as ~~Tax~~a ~~Reports~~"Going ~~in Nevada, but have not yet filed the required forms~~Concern". ~~We cannot assure you that we will not incur fines and penalties for failure to file such our federal tax returns.~~

~~Risks~~The ~~associated~~accompanying ~~with~~consolidated ~~acquisitions~~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.

AsPage a12 ~~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:42

·Delays in the ~~Company~~Introduction ~~could be exposed to unknown liabilities~~ of ~~the~~Our ~~acquired companies;~~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, ~~could~~its ~~incur~~collaborators ~~acquisition~~or ~~costs~~licensees ~~and~~would ~~expenses~~adversely ~~higher~~affect ~~than~~the itmarketing ~~anticipated;~~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 ~~fluctuations~~on inIndependent ~~the~~Parties ~~Company's quarterly and annual operating results could occur due~~ to ~~the~~Produce ~~costs~~our ~~and expenses of acquiring and integrating new businesses or technologies;~~Products

·The ~~the~~ Company ~~could~~may ~~experience~~be ~~difficulties~~dependent upon current and ~~expenses~~future incollaborations ~~assimilating~~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 ~~operations~~risks and ~~personnel~~uncertainties ofrelated to the ~~acquired~~reliance ~~businesses;~~on such collaborations include, but are not limited to:

·1) the ~~Company's~~ability ~~ongoing~~to ~~business~~negotiate ~~could~~acceptable becollaborative ~~disrupted and its management's time and attention diverted~~arrangements; ~~and~~

·2) the ~~Company~~fact ~~could~~that future or existing collaborative arrangements may not be ~~unable~~successful toor ~~integrate~~may ~~successfully.~~not result in products that are marketed or sold;

~~Liquidity~~3) ~~and~~such ~~Working~~collaborative ~~Capital~~relationships ~~Risks; Need~~may ~~for~~actually ~~Additional~~act ~~Capital~~ to ~~Finance~~limit ~~Growth~~or ~~and~~restrict ~~Capital~~the ~~Requirements~~Company;

We4) ~~have~~collaborative ~~had~~partners ~~limited working capital and we~~ are ~~relying~~free ~~upon notes (borrowed funds)~~ to ~~operate.~~pursue Wealternative ~~may~~technologies ~~seek to raise capital from public~~ or ~~private~~products ~~equity~~either 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~~their ~~acceptable~~own ~~to us~~ or atwith ~~all. Such financing may be upon terms that are dilutive or potentially dilutive to our stockholders. If alternative sources of financing are required~~others, ~~but~~including ~~are insufficient or unavailable, we will be required to modify our growth and operating plans in accordance with~~ the ~~extent~~Company's ofcompetitors; ~~available funding.~~and

~~New~~5) ~~Business~~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.

WeGovernment 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.Regulation

11Our 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.

~~Potential~~Environmental ~~fluctuations in quarterly operating results~~Regulations

Our ~~quarterly~~business ~~operating~~is ~~results~~governed ~~may~~by ~~fluctuate significantly~~numerous inlaws ~~the~~and ~~future~~regulations asat avarious ~~result~~levels of agovernment. ~~variety~~These oflaws ~~factors,~~and ~~most~~regulations ofgovern ~~which~~the ~~are~~operation ~~outside~~and maintenance of our ~~control~~facilities, ~~including:~~ the ~~interest in~~discharge ~~our~~of ~~products;~~materials ~~seasonal~~into ~~trends in purchasing,~~ the ~~amount~~environment and ~~timing~~other ofenvironmental ~~capital~~protection ~~expenditures~~issues. The laws and ~~other~~regulations ~~costs~~may, ~~relating~~among toother ~~the~~potential ~~development of~~consequences, ~~our~~require ~~products;~~that ~~price~~we ~~competition~~acquire orpermits ~~pricing~~before ~~changes~~commencing incertain activities, restrict the ~~industry;~~substances ~~technical~~that ~~difficulties~~can orbe ~~system~~released ~~downtime;~~into ~~and~~the ~~general~~environment ~~economic conditions.~~with ~~Our~~drilling ~~quarterly~~and ~~results~~production ~~may~~activities, ~~also~~limit beor ~~significantly~~prohibit ~~impacted~~drilling byactivities ~~the~~on ~~impact~~protected ofareas ~~the~~such ~~accounting~~as ~~treatment~~wetlands ofor ~~acquisitions~~wilderness areas, ~~financing~~ ~~transactions~~require orthat ~~other~~reclamation ~~matters.~~measures ~~Particularly~~be attaken ~~our~~to ~~early~~prevent ~~stage~~pollution offrom ~~development~~former operations, ~~such~~require ~~accounting~~remedial ~~treatment~~measures ~~can~~to ~~have~~mitigate apollution ~~material impact~~from onformer ~~the~~operations, ~~results~~such ~~for~~as ~~any~~plugging ~~quarter.~~abandoned ~~Due~~wells toand ~~the~~remediation ~~foregoing~~of ~~factors,~~contaminated ~~among~~soil ~~others~~and groundwater, itand isrequire ~~likely~~remedial ~~that~~measures ~~our~~to ~~operating~~be ~~results~~taken ~~will fall~~with ~~below~~respect ~~our~~to ~~expectations~~property ordesignated ~~those~~as ofa ~~investors~~contaminated ~~in some future quarter~~site.

~~Dependence~~Under ~~upon~~these ~~Management~~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.

~~Our~~The ~~future~~costs ~~performance~~of ~~and~~complying ~~success~~with ~~are dependent~~environmental ~~upon~~laws ~~the~~and ~~efforts~~regulations ~~and~~in ~~abilities~~the offuture may harm our ~~management~~business. ~~team~~Furthermore, ~~directors~~future ~~and~~changes ~~key~~in ~~contractors.~~environmental Iflaws weand ~~lost~~regulations ~~the~~could ~~services~~occur ~~from~~that ~~key members~~may ofresult ~~management~~in orstricter ~~other~~standards ~~key~~and ~~employees~~enforcement, ~~before~~larger wefines ~~could~~and ~~get~~liability, aand ~~qualified~~increased ~~replacement,~~capital ~~that~~expenditures ~~loss~~and ~~could~~operating ~~materially~~costs, ~~adversely affect~~any ~~our~~of ~~business.~~which Wecould dohave ~~not~~a ~~maintain~~material ~~key~~adverse ~~man~~effect ~~life~~on ~~insurance~~our onfinancial ~~any~~condition ofor ~~our~~results ~~management~~of operations.

~~Lack~~Page 13 of ~~Independent Directors~~42

WeAs ~~cannot guarantee that our Board~~ of ~~Directors will~~the ~~have~~date ~~a majority~~ of ~~independent~~this ~~directors~~Report, inalthough the ~~future.~~project Insite ~~the~~in ~~absence~~Central ~~of a majority of independent directors~~City, ~~our executive officers~~Kentucky, ~~who~~includes ~~are~~areas ~~also~~formerly ~~principal~~designated ~~stockholders~~as ~~and directors~~wetlands, ~~could~~since ~~establish~~the ~~policies~~ground ~~and~~has ~~enter~~already ~~into~~been ~~transactions~~developed, ~~without~~we ~~independent review~~do ~~and~~not ~~approval~~believe ~~thereof.~~that ~~This~~we ~~could~~are ~~present~~going ~~the~~to ~~potential~~encroach ~~for~~on aany ~~conflict~~wetlands ofand ~~interest~~therefore ~~between~~do ~~the~~not ~~Company~~expect ~~and~~to ~~its~~incur ~~stockholders generally~~any ~~and~~liability ~~the~~associated ~~controlling~~with ~~officers, stockholders, or directors~~same.

~~Limitation~~Limited ofMarket ~~Liability~~Due ~~and~~To ~~Indemnification of~~Penny ~~Officers and Directors~~Stock

~~Our~~The ~~officers~~Company's ~~and~~stock ~~directors~~differs ~~are~~from ~~required to~~many ~~exercise~~stocks, ~~good~~in ~~faith~~that ~~and~~it ~~high~~is ~~integrity~~a in"penny ~~our management affairs~~stock." ~~Our~~The ~~Articles~~Securities ofand ~~Incorporation~~Exchange ~~provide,~~Commission ~~however,~~has ~~that~~adopted ~~our~~a ~~officers and~~number ~~directors~~of ~~shall~~rules ~~have no liability~~ to ~~our~~regulate ~~shareholders~~"penny ~~for~~stocks." ~~losses~~These ~~sustained~~rules orinclude, ~~liabilities~~but ~~incurred~~are ~~which~~not ~~arise~~limited ~~from~~to, ~~any~~Rules ~~transaction in~~3a5l-l, ~~their~~15g-1, ~~respective managerial capacities unless they violated their duty of loyalty~~15g-2, ~~did not act in good faith~~15g-3, ~~engaged in intentional misconduct or knowingly violated the law~~15g-4, ~~approved an improper dividend or stock repurchase~~15g-5, or15g-6 ~~derived an improper benefit from the transaction. Our Articles~~ and By15g-~~Laws~~7 ~~also~~under ~~provide for~~ the ~~indemnification~~Securities ~~by us of the officers~~ and ~~directors~~Exchange ~~against~~Act ~~any losses~~of or1934, ~~liabilities they may incur~~ as aamended. ~~result~~Because ~~of the manner in which they operate~~ our ~~business~~securities orprobably ~~conduct~~constitute ~~the~~"penny ~~internal~~stock" ~~affairs, provided~~within ~~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~~meaning ~~interests~~ of the ~~Company~~rules, ~~and~~the ~~their~~rules ~~conduct~~would ~~does~~apply ~~not~~to ~~constitute~~us ~~gross~~and ~~negligence,~~our ~~misconduct or breach of fiduciary obligations~~securities.

~~Audit's~~The ~~Opinion~~rules ~~Expresses~~may ~~Doubt~~further ~~about~~ affect the ~~Company's~~ability ~~Ability~~of owners of our stock to ~~Continue~~sell astheir securities in any market that may develop for them. There may be a ~~"Going~~limited ~~Concern"~~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.

~~The~~Stockholders ~~accompanying~~should ~~consolidated~~be ~~financial statements~~aware ~~have~~that, ~~been~~according ~~prepared~~to ~~assuming~~ the ~~Company~~Securities ~~will~~and ~~continue~~Exchange asCommission aRelease ~~going concern~~No. As34- ~~discussed~~29093, in the ~~notes~~market tofor ~~the~~penny ~~consolidated financial~~stocks ~~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~~recent toyears ~~these~~from ~~matters~~patterns ~~are~~of ~~also~~fraud ~~described~~and ~~in the notes to the consolidated financial statements~~abuse. ~~The~~These ~~financial~~patterns ~~statements do not~~ include ~~any adjustments that might result from the outcome of this uncertainty.~~:

~~Delays~~· inControl of the ~~Introduction~~market for the security by one or a few broker- dealers that are often related to the promoter or issuer; · Manipulation of ~~Our Products~~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.

~~The~~Furthermore, ~~Company~~the "penny stock" designation may beadversely ~~subject~~affect tothe ~~regulation by~~development ~~numerous~~of ~~governmental~~any ~~authorities~~public market for the Company's shares of common stock or, if such a market develops, its continuation. ~~Failure~~Broker-dealers are required to ~~obtain~~personally ~~regulatory~~determine ~~approvals~~whether oran ~~delays~~investment in ~~obtaining~~"penny ~~regulatory~~stock" ~~approvals~~is bysuitable 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 ~~Company,~~ ~~its~~NASDAQ ~~collaborators~~automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); or ~~licensees~~(iv) ~~would~~of ~~adversely~~an ~~affect~~issuer with net tangible assets less than $2,000,000 (if the ~~marketing~~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 ~~products~~less ~~developed~~than by$6,000,000 for the ~~Company~~last three years. Section 15(g) of the Exchange Act, asand ~~well~~Rule as15g-2 ~~hinder~~ 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 ~~ability~~common stock are urged to ~~generate~~obtain ~~product~~and ~~revenues.~~read ~~Further,~~such ~~there~~disclosure ~~can~~carefully bebefore nopurchasing ~~assurance~~any shares that are deemed to be "penny stock." Rule 15g-9 of the ~~Company,~~Commission ~~its~~requires ~~collaborators~~broker-dealers orin ~~licensees will~~penny bestocks ~~able~~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 ~~necessary~~investor ~~regulatory~~information ~~approvals.~~concerning ~~Although~~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 ~~Company~~investor ~~does~~and ~~not~~that ~~anticipate~~the ~~problems~~investor ~~satisfying~~has ~~any~~sufficient knowledge and experience as to be reasonably capable of evaluating the ~~regulations~~risks ~~involved,~~of penny stock transactions; (iii) provide the ~~Company~~investor ~~cannot~~with ~~foresee~~a written statement setting forth the ~~possibility~~basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of ~~new~~such ~~regulations~~statement from the investor, confirming that ~~could~~it ~~adversely~~accurately ~~affect~~reflects the ~~business of~~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.

12Page 14 of 42

~~Dependence~~Potential onInability ~~Independent~~of ~~Parties~~ Officers to ~~Produce~~Devote ~~our~~Sufficient ~~Products~~Time to the Operations of the Business

~~The~~Our ~~Company~~officers ~~may~~are benot ~~dependent~~currently ~~upon~~being ~~current and~~paid ~~future~~all ~~collaborations~~of ~~with~~their ~~and~~salaries. ~~among~~In ~~independent~~some ~~parties to research~~cases, ~~develop,~~officers ~~test,~~are ~~manufacture,~~not ~~sell,~~paid orat ~~distribute our products~~all. ~~The~~ ~~Company~~Unless ~~intends~~we toare ~~continue~~able to ~~rely~~secure onadditional ~~such~~funding ~~collaborative~~for ~~arrangements.~~operations, ~~Some~~we ofcannot ~~the~~guarantee ~~risks~~that ~~and~~they ~~uncertainties~~will ~~related~~be able to ~~the reliance~~continue onto ~~such~~devote ~~collaborations~~sufficient ~~include,~~time ~~but~~to ~~are~~the ~~not~~operations ~~limited~~of ~~to:~~the business.

1) ~~the~~Item ~~ability~~1B. toUNRESOLVED ~~negotiate~~STAFF ~~acceptable collaborative arrangements;~~COMMENTS

2)Not ~~the~~Applicable ~~fact~~to ~~that~~a ~~future~~Smaller orReporting ~~existing collaborative arrangements may not be successful or may not result in products that are marketed or sold;~~Company

3) ~~such~~Item ~~collaborative~~2. ~~relationships~~Description ~~may actually~~of ~~act to limit or restrict the Company;~~Property

4) ~~collaborative~~Effective ~~partners~~in ~~are~~2013, ~~free~~the toCompany’s ~~pursue alternative~~mailing ~~technologies~~address oris ~~products~~277 ~~either~~White onHorse ~~their~~Pike, ~~own~~Atco, ~~or with others~~NJ, ~~including the Company's competitors; and~~08004.

5) Effective in 2013, the Company'’s ~~partners~~mailing ~~may~~address ~~terminate a~~is ~~collaborative~~277 ~~relationship~~White ~~and~~Horse ~~such~~Pike, ~~termination~~Atco, ~~may~~NJ, ~~require~~08004, ~~the~~where ~~Company~~we tosublet ~~seek~~office ~~other~~space. We ~~partners,~~sublet orthe ~~expend~~space ~~substantial~~from ~~additional resources~~Drinkwater to& ~~pursue~~Goldstein, ~~these~~LLP, ~~activities~~to ~~independently.~~which ~~These~~one ~~efforts~~of ~~may~~our ~~not~~directors be- ~~successful~~Mr. ~~and~~Drinkwater, ~~may~~is ~~interfere~~a ~~with~~partner. We ~~the~~currently ~~Company's~~pay ~~ability to~~approximately ~~manage~~$4,368 ~~interact~~per ~~and~~month ~~coordinate~~for ~~its~~this ~~timelines~~space and ~~objectives~~related ~~with~~office ~~its strategic partners.~~expenses

~~Government~~ ~~Regulation~~Item 3. LEGAL PROCEEDINGS

~~Our~~The ~~products~~Company 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~~time ~~Department~~to oftime ~~Transportation,~~become ~~Department~~a ofparty ~~Energy,~~to ~~Nuclear~~various ~~Regulatory~~legal ~~Commission, Environmental Protection Agency, Department of Defense, and other federal, state,~~ or ~~local~~administrative ~~facilities.~~proceedings ~~Failures~~arising ~~or delays by the Company or its affiliates or licensees~~ in ~~obtaining~~ the ~~required~~ordinary ~~regulatory~~course ~~approvals would adversely affect the marketing~~ of ~~products that we develop and~~ our ~~ability to receive product revenues or royalties~~business.

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

~~Our~~I. ~~business~~On isSeptember ~~governed~~30, by2010, ~~numerous~~plaintiff ~~laws and~~Scott ~~regulations~~Schrader atinitiated ~~various~~litigation ~~levels~~in the Commonwealth of ~~government.~~Kentucky, ~~These~~Franklin ~~laws~~Circuit ~~and~~Court, ~~regulations~~Case ~~govern~~No ~~the~~10-CI-01548 ~~operation~~against ~~and~~defendants: ~~maintenance~~Nuclear ofSolutions (our ~~facilities~~former corporate name), ~~the~~ ~~discharge~~Fuel ofFrontiers ~~materials~~(our ~~into~~wholly ~~the~~owned ~~environment~~subsidiary, which was dissolved in September 2012) and other ~~environmental~~individuals ~~protection~~pursuant ~~issues.~~to ~~The~~a ~~laws~~Stock Purchase Agreement and ~~regulations~~a ~~may~~Management Agreement, both dated June 12, 2009 by and among ~~other~~ ~~potential~~the ~~consequences~~parties. In the lawsuit, ~~require~~plaintiff ~~that~~alleges wea ~~acquire~~dispute ~~permits~~over ~~before~~an ~~commencing~~investment ~~certain~~in ~~activities~~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, ~~restrict~~2013, the ~~substances~~Court ~~that can~~granted beDefendants’ ~~released~~motion ~~into~~to dismiss and dismissed the ~~environment~~action ~~with~~“without ~~drilling~~prejudice based on lack of personal jurisdiction and ~~production~~improper ~~activities~~venue (forum non conveniens)." II. On July 30, ~~limit~~2012, orSchrader ~~prohibit~~& ~~drilling~~Associates, ~~activities~~LLC on(“Schrader”) ~~protected areas~~filed ~~such~~a ascomplaint ~~wetlands~~against orFuel ~~wilderness~~Frontiers, ~~areas~~Inc. (“FFI”), ~~require~~one ~~that~~of ~~reclamation~~Company's ~~measures~~subsidiaries, bein ~~taken~~the toCommonwealth ~~prevent~~of ~~pollution~~Kentucky, ~~from~~Muhlenberg ~~former~~Circuit ~~operations~~Court Division, ~~require~~ ~~remedial~~as ~~measures~~Civil Action No. 12-CI-352 to ~~mitigate~~Quiet ~~pollution~~Title ~~from~~on ~~former~~property ~~operations,~~acquired ~~such~~by asFFI. ~~plugging~~The ~~abandoned~~action ~~wells~~is related to the Stock Purchase Agreement and ~~remediation~~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 ~~contaminated soil~~a ~~and~~coal-to-diesel ~~groundwater~~facility, and ~~require~~under ~~remedial~~certain ~~measures~~circumstances Schrader & Associates Defined Benefit Pension Plan (an entity believed to be ~~taken~~associated with ~~respect~~Schrader) was entitled to obtain the ownership of the property ~~designated~~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 ~~contaminated~~quit ~~site~~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.

~~Under~~Page ~~these~~15 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.~~42

~~The~~Named ~~costs~~defendants are Empyrean West, LLC (“EW”), Jay Carter, individually and as managing partner of ~~complying~~EW, ~~with~~David ~~environmental laws~~Keller, individually and ~~regulations~~as inCEO ~~the~~of ~~future~~EW, ~~may~~US ~~harm~~Fuel ~~our~~Corporation ~~business.~~(“USF”), ~~Furthermore~~Harry Bagot, ~~future~~individually ~~changes~~and inas ~~environmental~~President/CEO ~~laws~~of USF, Stanley Drinkwater, individually and ~~regulations~~as ~~could occur~~Chairman ~~that~~of ~~may~~the ~~result~~Board inof ~~stricter~~USF, ~~standards~~Steven Luck, individually and ~~enforcement~~as a Member of the USF Board, ~~larger~~William ~~fines~~Chady, individually and ~~liability~~as a member of the USF Board, Paul Adams, individually and ~~increased~~as ~~capital~~an ~~expenditures~~officer ~~and operating~~of ~~costs~~USF, ~~any~~Robert Schwartz, individually and as majority stockholder of ~~which~~USF, ~~could~~John ~~have~~Fairweather, aindividually ~~material~~and ~~adverse~~as ~~effect~~Director onof ~~our~~USF ~~financial~~and ~~condition~~Kenneth orFaith, ~~results~~individually and as Treasurer of ~~operations~~USF.

AsThe ofcomplaint ~~the~~alleges ~~date~~a total of ~~this~~21 ~~Report~~causes of action, ~~although the~~12 ~~project~~of ~~site~~which are directed to US Fuel. The allegations against US Fuel are: 1) Breach of contract; 2) Fraudulent concealment in ~~Central~~violation ~~City,~~of ~~Kentucky,~~Civil ~~includes~~Code ~~areas~~§1710; ~~formerly~~3) ~~designated~~Intentional asmisrepresentation ~~wetlands,~~in ~~since~~violation ~~the~~of ~~ground~~Civil ~~has~~Code ~~already~~§1710; ~~been~~4)Unfair ~~developed, we~~and dodeceptive ~~not~~practices ~~believe~~act; ~~that~~5) weContractual ~~are~~breach ~~going~~of toimplied ~~encroach~~covenant onof ~~any~~good ~~wetlands~~faith and ~~therefore~~fair dodealing; ~~not~~6) ~~expect~~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 ~~incur~~perform; ~~any~~11) ~~liability~~Breach ~~associated~~of ~~with same~~confidence; and 12) Declaratory relief.

13As 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.

~~Limited~~While ~~Market~~US ~~Due~~Fuel Tomanagement ~~Penny~~has ~~Stock~~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.

~~The~~ ~~Company's~~Item 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~~Mine ~~our~~Safety ~~securities probably constitute "penny stock" within the meaning of the rules, the rules would apply to us and our securities.~~Disclosure

~~The~~ ~~rules~~Not ~~may further affect the ability of owners of our stock to sell their securities in any market that may develop for them~~applicable. 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~~PART 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:II

· ~~Control~~Item of5. ~~the~~MARKET ~~market~~FOR ~~for~~COMMON ~~the~~EQUITY, ~~security~~RELATED bySTOCKHOLDER ~~one~~MATTERS orAND aISSUER ~~few~~PURCHASES ~~broker-~~OF ~~dealers~~EQUITY ~~that are often related to the promoter or issuer;~~SECURITIES

· ~~Manipulation~~Our ofcommon 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 ~~through~~of ~~prearranged~~our ~~matching~~common stock for each quarter for the two most recently completed fiscal years, as well as the first two quarters of ~~purchases~~2013. ~~and~~The ~~sales~~quotations ~~and~~set ~~false~~forth below reflect inter-dealer prices, without retail mark-up, mark-down or commission and ~~misleading~~may ~~press~~not ~~releases;~~represent actual transactions.

· "Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

	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 ~~Excessive~~16 ~~and~~of ~~undisclosed bid-ask differentials and markups by selling broker-dealers; and~~42

· 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.Holders

~~Furthermore,~~ ~~the~~As ~~"penny stock" designation may adversely affect the development~~ of ~~any~~December ~~public market for the Company's shares of common stock or~~31, ~~if such a market develops~~2012, ~~its~~there ~~continuation.~~were ~~Broker-dealers~~approximately ~~are~~695 ~~required~~record toowners ~~personally determine whether an investment in "penny stock" is suitable for customers. Penny stocks are securities (i) with a price~~ of ~~less~~our ~~than~~common ~~five dollars per share~~stock; ~~(ii)~~as 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 anDecember ~~issuer with net tangible assets less than $2~~13,~~000,000 (if~~ ~~the issuer has been in continuous operation for at least three years) or $5~~2013,~~000,000~~ ~~(if~~there inwere ~~continuous~~approximately 695 ~~operation~~record ~~for~~owners ~~less than three years), or with average annual revenues~~ of ~~less~~our 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.

14 Dividends

~~Potential~~There ~~Inability~~are ofno ~~Officers~~restrictions imposed on the Company which limit its ability to ~~Devote~~ ~~Sufficient~~declare ~~Time~~or pay dividends on its common stock, except for corporate state law limitations. No cash dividends have been declared or paid to ~~the~~date ~~Operations~~and ofnone are expected to be paid in the ~~Business~~foreseeable future.

~~Our~~Recent ~~officers~~Sales ~~are not currently being paid all~~ of ~~their~~Unregistered 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.Securities

~~Item~~During 1Bthe year covered by this Report, we effected the following transactions in reliance upon exemptions from registration under the Securities Act as amended. ~~UNRESOLVED~~Unless ~~STAFF~~stated ~~COMMENTS~~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.

~~Not~~On ~~Applicable~~May to15, 2012, G & A Capital exercised a ~~Smaller~~cashless ~~Reporting~~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.

~~Item~~ 2.Securities ~~Description~~Authorized offor ~~Property~~Issuance Under Equity Compensation Plans

~~Effective~~As inof ~~2013,~~ the ~~Company’s mailing~~date ~~address~~of isthis ~~277 White Horse Pike~~Report, ~~Atco, NJ, 08004, where~~ we ~~sublet~~do ~~office~~not ~~space.~~have Weany ~~sublet~~effective ~~the~~equity ~~space~~compensation plans from ~~Drinkwater & Goldstein, LLP, to~~ which ~~one~~we ofcan ~~our~~issue ~~directors~~any ~~- Mr~~securities. ~~Drinkwater, is a partner. We currently pay approximately $4,368 per month for this space and related office expenses~~

Item 36. ELECTED ~~LEGAL~~FINANCIAL ~~PROCEEDINGS~~DATA

As ofNot ~~the~~Applicable ~~date~~to ofSmaller ~~this~~Reporting ~~filing, there are three legal proceedings filed against the Company.~~Companies

I.Page On17 ~~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)."42

~~II.~~ OnItem ~~July 30, 2012, Schrader & Associates, LLC (“Schrader”) filed a complaint against Fuel Frontiers, Inc~~7. MANAGEMENT’S ~~(“FFI”),~~DISCUSSION ~~one~~AND ofANALYSIS ~~Company's~~OF ~~subsidiaries,~~FINANCIAL inCONDITION ~~the~~AND ~~Commonwealth~~RESULTS ofOF 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. The Company has executed a quitclaim deed relative to the subject property for delivery to plaintiff and expects that action to resolve this litigation. Additionally, FFI was dissolved in September 2012 and the suit is now progressing against the Company.OPERATIONS

~~III.~~ OnFORWARD-LOOKING ~~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.~~INFORMATION

~~Named~~This ~~defendants~~report ~~are~~contains ~~Empyrean West,~~forward-looking ~~LLC~~statements ~~(“EW”),~~regarding ~~Jay~~our ~~Carter~~plans, ~~individually~~expectations, estimates and asbeliefs. Actual ~~managing~~results ~~partner~~could ofdiffer ~~EW,~~materially ~~David~~from ~~Keller,~~those ~~individually~~discussed ~~and~~in, asor ~~CEO~~implied ~~of EW~~by, USthese ~~Fuel~~forward-looking ~~Corporation~~statements. Forward-looking ~~(“USF”),~~statements ~~Harry~~are ~~Bagot,~~identified ~~individually~~by ~~and~~words such as ~~President/CEO~~“believe,” ~~of USF~~“anticipate,” ~~Stanley Drinkwater~~“expect,” ~~individually and as Chairman of the Board of USF~~“intend,” ~~Steven Luck~~“plan,” ~~individually and as a Member of the USF Board~~“will,” ~~William Chady~~“may,” ~~individually~~ and as aother ~~member~~similar ofexpressions. In ~~the USF Board~~addition, ~~Paul~~any ~~Adams,~~statements ~~individually~~that ~~and~~refer asto ~~an officer of USF~~expectations, ~~Robert~~projections ~~Schwartz,~~or ~~individually~~other ~~and~~characterizations ~~as majority stockholder~~ of ~~USF,~~future ~~John~~events ~~Fairweather,~~or ~~individually~~circumstances ~~and~~are asforward-looking ~~Director~~statements. We ofhave ~~USF~~based ~~and~~these ~~Kenneth~~forward-looking ~~Faith,~~statements ~~individually~~largely ~~and~~on asour ~~Treasurer of USF~~expectations.

~~The~~Forward-looking ~~complaint~~statements ~~alleges~~are asubject ~~total of~~to 21risks ~~causes~~and ~~of action~~uncertainties, 12certain of which are ~~directed~~beyond toour ~~US Fuel~~control. Actual ~~The~~results ~~allegations~~could ~~against~~differ USmaterially ~~Fuel~~from ~~are:~~those 1)anticipated ~~Breach~~as ofa ~~contract;~~result ~~2) Fraudulent concealment in violation~~ of ~~Civil~~the ~~Code~~factors ~~§1710;~~described ~~3) Intentional misrepresentation~~ in ~~violation~~the of“Risk ~~Civil~~Factors” ~~Code §1710; 4)Unfair~~ and ~~deceptive~~detailed ~~practices act; 5) Contractual breach of implied covenant of good faith and fair dealing; 6) Fraud; 7) Negligent misrepresentation~~ in ~~violation~~our ofother ~~Civil~~Securities ~~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)~~Exchange ~~Declaratory~~Commission ~~relief~~filings.

15Because 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.

~~While~~Plan ~~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.~~Operation

~~Item~~During 42012, the Company continued to work to develop coal-to-liquid facilities and has continued to do so in 2013. However, ~~Mine~~our ~~Safety~~development ~~Disclosure~~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.

~~Not~~ ~~applicable.~~Plan for the next 12 months

~~PART~~The IICompany 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.

~~Item~~Over 5.the ~~MARKET~~next ~~FOR~~12 ~~COMMON~~months, ~~EQUITY~~we plan on raising working capital to fund development of these technological areas through private placements of debt or equity, ~~RELATED~~using ~~STOCKHOLDER~~our ~~MATTERS~~common ~~AND~~stock ~~ISSUER~~in ~~PURCHASES~~lieu OFof ~~EQUITY~~cash, ~~SECURITIES~~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.

~~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.Progress

	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	$	0.058	$	0.024

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.

~~Holders~~ 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.

As Comparison of ~~December~~Results ~~31, 2011, there were approximately 695 record owners~~ of ~~our~~Operations ~~common~~for ~~stock;~~the asyear ofended ~~August~~December 2131, ~~2013,~~2012 ~~there~~to ~~were~~the ~~approximately~~year ~~695~~ended ~~record~~December ~~owners~~31, ~~of our common stock.~~2011

~~Dividends~~ Results of Operations

~~There~~ ~~are~~REVENUES: noThe ~~restrictions imposed on the~~ Company ~~which~~reported ~~limit~~revenues ~~its~~of ~~ability~~$0 tofrom ~~declare~~our orexisting ~~pay~~technology ~~dividends~~license ~~on its common stock~~agreement, ~~except~~ for ~~corporate~~the ~~state~~year ~~law~~ended ~~limitations.~~December ~~No cash~~31, ~~dividends~~2012 ~~have been declared or paid to date~~ and ~~none~~for ~~are~~the ~~expected~~year toended beDecember ~~paid~~31, ~~in the foreseeable future~~2011.

16 Business Concentration

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

~~During~~Page ~~the~~18 ~~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.42

InOPERATING ~~May~~EXPENSES: ~~2011~~Total operating expenses from continuing operations increased from $823,290 wefor ~~issued~~the Gyear &ended ADecember ~~Capital 5~~31,~~000~~ 2011 to $10,~~000~~425,793 ~~shares~~for ofthe ~~our~~year ~~preferred~~ended ~~stock~~December ~~pursuant~~31, 2012. The principal reason for this increase was due to consulting fees, executive compensation, legal, and professional fees resulting from the Gconcentration &of Athe ~~Capital~~company’s ~~Agreement~~efforts ~~(Please~~on ~~see,~~its ~~Item~~synthetic 1fuel "Gprojects &and Asuspension ~~Capital Agreement")~~of nuclear technology projects.

~~Securities~~NET ~~Authorized~~LOSS: The Company incurred a net loss of $10,006,558 for ~~Issuance~~the ~~Under~~year ~~Equity~~ended ~~Compensation Plans~~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.

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

~~Item~~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. ~~SELECTED~~Due ~~FINANCIAL~~to ~~DATA~~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.

~~Not~~We ~~Applicable~~believe that anticipated cash flows from operations will be insufficient to ~~Smaller~~satisfy ~~Reporting~~our ~~Companies~~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.

~~Item~~ 7Auditors' opinion expresses doubt about the Company's ability to continue as a going concern. ~~MANAGEMENT’S~~The ~~DISCUSSION~~independent ~~AND~~auditors ~~ANALYSIS~~report OFon ~~FINANCIAL~~the ~~CONDITION~~company's ~~AND~~December ~~RESULTS~~31, OF2011 ~~OPERATIONS~~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.

~~FORWARD-LOOKING~~ ~~INFORMATION~~Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~This~~ ~~report~~Not ~~contains~~applicable ~~forward-looking~~for ~~statements regarding~~a ~~our~~smaller ~~plans,~~reporting ~~expectations, estimates and beliefs~~company. 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~~Page ~~statements~~19 ~~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.42

~~Because~~ ofItem ~~these risks and uncertainties, the forward-looking events and circumstances discussed in this report or incorporated by reference might not transpire~~8. ~~Factors that~~ FINANCIAL ~~cause~~STATEMENTS ~~actual~~AND ~~results~~SUPPLEMENTARY ~~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.~~DATA

~~Plan~~INDEX ofTO ~~Operation~~FINANCIAL STATEMENTS

~~During~~ 2011, the Company continued to work to develop coal-to-liquid facilities and has continued to do so in 2012 and 2013. However, our development efforts have been and continue to be limited due to insufficient capital. The Company had a ~~net loss of $4,457,613 for 2011 and a net loss of $357,933 for 2010.~~)

Plan for the next 12 months

	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

~~The~~ ~~Company~~b) ~~intends~~Financial tostatement 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. schedules

17 Not applicable.

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.[F1]

~~Progress~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Progress in~~ ~~the~~To ~~development of our technologies have been slower than expected due to~~ the ~~lack~~Board 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.Directors

~~We believe~~ ~~that~~US ~~the~~Fuel 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.Corporation

~~Comparison of~~ ~~Results of Operations for the year ended December 31~~Atco, ~~2011~~New ~~to the year ended December 31, 2010~~Jersey

~~Results~~ We have audited the accompanying consolidated balance sheets of ~~Operations~~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.

~~REVENUES:~~ 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 ~~reported~~is ~~revenues~~not required to have, nor were we engaged to perform, an audit of $0its ~~from~~internal ~~our~~control ~~existing~~over ~~technology~~financial ~~license~~reporting. ~~agreement~~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 ~~year~~purpose ~~ended~~of ~~December~~expressing 31an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~2011~~we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and ~~for~~ disclosures in the ~~year~~financial ~~ended~~statements. ~~December~~An ~~31,~~audit ~~2010~~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.

~~Business Concentration~~ 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.

~~For the~~ ~~year~~The ~~ended~~accompanying ~~December~~consolidated ~~31,~~financial ~~2011,~~statements ~~and~~have been prepared assuming the ~~year~~Company ~~ended~~will ~~December~~continue ~~31,~~as ~~2010~~a going concern. As discussed in Note 3 to the consolidated financial statements, the ~~balance~~Company ofhas ~~all~~suffered ~~accounts~~recurring ~~receivables~~losses ~~was~~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 ~~one~~the ~~customer~~outcome of this uncertainty.

~~OPERATING~~/s/ ~~EXPENSES: Total operating expenses from continuing operations increased from $356~~Liggett,~~033~~ ~~for~~Vogt ~~the year~~& ~~ended December 31~~Webb, ~~2010~~P.A. ~~to $823~~Liggett,~~290~~ ~~for~~Vogt ~~the~~& ~~year ended December 31~~Webb, ~~2011~~P.A. ~~The~~Certified ~~principal~~Public 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.Accountant

~~NET LOSS:~~ ~~The Company incurred a net loss of $4,461,627 for the year ended~~ December 3117, 2011, compared with a net loss of $357,933 for the year ended December 31, 2010, which reflects a year-to-year increase in the amount of loss for the period of $4,103,694. The principal reason for this increase is related to a bad debt charge related to the G&A Capital agreement.2013

~~LIQUIDITY AND CAPITAL RESOURCES~~[F2]

AsUS ofFUEL ~~December~~CORPORATION ~~31,~~AND 2011, we had a working capital deficit of $6,490,104 which compares to a working capital deficit of $6,455,336 as of December 31, 2010. As a result of our operating losses for the year ended December 31, 2011, we generated a cash flow deficit of $637,014 from operating activities. Cash flows used in investing activities was $3,027 during the period. Cash flows provided by financing activities were $417,540 on expenses paid by G&A Capital on our behalf.SUBSIDIARIES

~~We believe~~(FORMERLY ~~that~~NUCLEAR ~~anticipated~~SOLUTIONS 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,INC orAND 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.SUBSIDIARIES)

~~Auditors' opinion~~(A ~~expresses~~DEVELOPMENT ~~doubt~~STAGE about the Company's ability to continue as a going concern. The independent auditors report on the company's December 31, 2011 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.COMPANY)

~~Item 7A. QUANTITATIVE~~CONSOLIDATED ~~AND~~BALANCE ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~SHEETS

~~Not applicable~~AS ~~for~~OF aDECEMBER ~~smaller~~31, ~~reporting~~2012 ~~company.~~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

~~Item 8. FINANCIAL~~The ~~STATEMENTS~~accompanying ~~AND~~notes ~~SUPPLEMENTARY~~are ~~DATA~~an integral part of the consolidated financial statements.

~~INDEX TO FINANCIAL STATEMENTS~~[F3]

a)US FUEL CORPORATION AND SUBSIDIARIES

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

(FORMERLY NUCLEAR SOLUTIONS, INC AND SUBSIDIARIES)

F1(A DEVELOPMENT STAGE COMPANY)

~~REPORT OF~~CONSOLIDATED ~~INDEPENDENT~~STATEMENTS ~~REGISTERED~~OF ~~PUBLIC ACCOUNTING FIRM~~LOSSES

~~To the~~FOR ~~Board~~THE ofYEARS ~~Directors~~ENDED DECEMBER 31, 2012 AND 2011 AND FOR PERIOD FROM INCEPTION (JANUARY 1, 2012) TO DECEMBER 31, 2012

US Fuel Corporation

	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

~~Atco, New~~ ~~Jersey~~The accompanying notes are an integral part of the consolidated financial statements.

We have audited the accompanying consolidated balance sheets of US Fuel Corporation and Subsidiaries (formerly Nuclear Solutions, Inc. and Subsidiaries or the "Company"), as of December 31, 2011 and 2010 and the related consolidated statements of losses, deficiency in equity, and cash flows for years the ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based upon our audits.[F4]

~~We conducted~~US ~~our~~FUEL ~~audits~~CORPORATION inAND accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe our audit provide a reasonable basis for our opinion.SUBSIDIARIES

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

~~The accompanying~~(A ~~consolidated~~DEVELOPMENT ~~financial~~STAGE 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.COMPANY)

~~\s\~~CONSOLIDATED ~~Liggett,~~STATEMENT ~~Vogt~~OF &DEFICIENCY ~~Webb,~~IN ~~P.A. New York, NY August 22, 2013~~EQUITY

F2FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

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

																	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)

~~CONSOLIDATED BALANCE SHEETS~~[F5]

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

US FUEL CORPORATION AND SUBSIDIARIES

~~The accompanying~~(FORMERLY ~~notes~~NUCLEAR ~~are~~SOLUTIONS an,INC ~~integral~~AND ~~part of the consolidated financial statements.~~SUBSIDIARIES)

F3 (A DEVELOPMENT STAGE COMPANY)

~~US FUEL~~ CONSOLIDATED ~~CORPORATION~~STATEMENT ~~AND~~OF ~~SUBSIDIARIES (FORMERLY~~CASH ~~NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)~~FLOWS

~~CONSOLIDATED STATEMENTS~~FOR OFTHE ~~LOSSES~~YEARS ENDED DECEMBER 31, 2012 AND 2011 AND FOR PERIOD FROM INCEPTION (JANUARY 1, 2012) TO DECEMBER 31, 2012

	For the Years Ended December 31,
	2012			2011			Cumulative Period from January 1, 2012 (date of inception) to December 31, 2012
	2011				2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Revenue	$	-			$	-
Net loss	$	(10,006,558)		$	(4,451,613)		(10,006,558)
Operating expenses:
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses		819,881				327,958
Stock based compensation		8,971,615			-		8,971,615
Depreciation and amortization		3,409				3,575
Bad debt-related party subscription receivable		-			3,636,437
Bad Debt		-				24,500
Non-cash interest		44,093					44,093
Total operating expenses		823,290				356,033
Loss on deconsolidation		(33,914)					(33,914)
Loss from operations		(823,290	)			(356,033	)
Depreciation and amortization		2,694			3,409		2,694
Other income (expense):
Changes in operating assets and liabilities:
Interest expense		(1,900	)			(1,900	)
Accounts payable and accrued expenses		952,442			403,254		952,442
Bad debt - related party subscription receivable		(3,636,437	)			-
Decrease in Deposits		1,800			-		1,800
Loss before provision for income taxes		(4,461,627	)			(357,933	)
Net cash used in used operating activities		-			(414,513)
Provision for income taxes		-				-
CASH FLOWS FROM INVESTING ACTIVITIES:
Net loss		(4,461,627	)			(357,933	)
Purchases of property and equipment		-			(3,027)
Net loss attributable to the noncontrolling interest		(4,014	)			(9,263	)
Net cash used in investing activities		-			(3,027)
Net loss attributable to US Fuel Corporation	$	(4,457,613	)		$	(348,670	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Basic and diluted loss per share	$	(0.02	)		$	(0.00	)
Expenses paid by G&A Capital		-			417,540
Weighted average number of common shares outstanding, basic and diluted		188,754,330				98,804,214
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.

F4[F6]

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

~~CONSOLIDATED STATEMENT~~(FORMERLY OFNUCLEAR ~~DEFICIENCY~~SOLUTIONS IN,INC ~~EQUITY~~AND SUBSIDIARIES)

~~FOR THE~~NOTES ~~YEARS~~TO ~~ENDED~~CONSOLIDATED ~~DECEMBER~~FINANCIAL ~~31, 2011 and 2010~~STATEMENTS

																					Total
	Common Stock				Additional Paid - In		Preferred Stock					Accumulated			Non- Controlling			Subscription			Deficiency in
	Shares		Amount		Capital		Shares			Amount		Deficit			Interest			Receivable			Equity
Balance January 1, 2010		97,890,981	$	9,789	$	19,964,510		-		$	-	$	(26,729,793	)	$	512,419					$	(6,243,075	)
Shares issued for future services		1,230,000		123		4,877																5,000
Net income		-		-		-					-		(348,670	)		(9,263	)					(357,933	)
Balance December 31, 2010		99,120,981	$	9,912	$	19,969,387		-		$	-	$	(27,078,463	)	$	503,156					$	(6,596,008	)
Shares issued for a debt consolidation		-		-		245,000		200,000,000					-			-						245,000
Shares issued for debt consolidation		164,402,076		16,509		7,073,531		(200,000,000	)				-			-						4,426,477
Net loss		-		-		-					-		(4,457,613	)	$	(4,014	)		(2,663,563	)		(4,461,627	)
Balance December 31, 2011		263,523,057	$	26,421	$	27,287,918		-			-	$	(31,536,076	)	$	499,142		$	(2,663,563	)	$	(6,386,158	)

DECEMBER 31, 2012 AND 2011

F5NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

~~US FUEL~~Nuclear ~~CORPORATION~~Solutions, ~~AND~~Inc. ~~SUBSIDIARIES~~ (~~FORMERLY~~"the ~~NUCLEAR~~"Company") ~~SOLUTIONS~~was organized February 27,~~INC~~ ~~AND~~1997 ~~SUBSIDIARIES)~~ 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.

~~CONSOLIDATED STATEMENT~~On OFSeptember ~~CASH~~2, ~~FLOWS~~2005, the Company formed a wholly owned subsidiary, Fuel Frontiers Inc.(“FFI”), to pursue alternative fuel technology and projects

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

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

~~The accompanying~~In ~~notes~~2008, ~~are~~the anNuclear ~~integral~~Solutions ~~part~~Board of Directors elected to focus the ~~consolidated~~Company ~~financial~~exclusively ~~statements~~on the production of synthetic fuels through the FFI subsidiary. Activities related to nuclear waste remediation was suspended.

F6On 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.

~~US FUEL~~On ~~CORPORATION~~September ~~AND~~30, ~~SUBSIDIARIES (FORMERLY NUCLEAR SOLUTIONS~~ 2012,~~INC~~ ~~AND~~FFI ~~SUBSIDIARIES)~~was dissolved.

~~NOTES TO~~The ~~CONSOLIDATED~~consolidated ~~FINANCIAL~~financial ~~STATEMENTS~~statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in the consolidated financial statement

~~DECEMBER 31, 2011 and 2010~~Business

~~NOTE 1~~The -business ~~ORGANIZATION~~of ~~AND~~US ~~NATURE~~Fuel OFCorporation ~~OPERATIONS~~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.

~~Nuclear Solutions,~~ ~~Inc.~~Development ~~("the~~Stage "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.Risk

~~On September~~ 2,We ~~2005~~are ~~the~~a ~~Company~~development ~~formed~~stage aentity. ~~wholly~~To ~~owned~~date, ~~subsidiary~~we have generated no sales revenues, ~~Fuel~~have ~~Frontiers~~incurred ~~Inc~~losses and expect to incur significant additional losses as we advance.~~(“FFI”)~~ Consequently, our operations are subject to ~~pursue~~all ~~alternative fuel~~the ~~technology~~risks ~~and~~inherent ~~projects~~in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in our market

~~On July~~ 31Based upon our current expected level of operating expenditures, ~~2006~~we ~~the~~require ~~Company~~additional ~~formed~~cash ato ~~wholly~~fund ~~owned~~and ~~subsidiary~~continue operations beyond that point. We need to raise additional funds through collaborative arrangements, ~~Liquidyne~~public ~~Fuels~~or private sales of debt or equity securities, ~~which~~or ~~has~~some combination thereof. There is no ~~activity~~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.

~~In 2008~~NOTE ~~the~~2 ~~Nuclear~~- ~~Solutions~~ACCOUNTING ~~Board~~POLICIES ofAND ~~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.~~PROCEDURES

~~On June~~Revenue ~~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.~~Recognition

~~Seeing no~~Revenues ~~further~~are ~~need~~recognized ~~for~~in the ~~specific~~period ~~susidiary~~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 ~~September~~management's 12judgments 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, ~~2012~~estimated returns and allowances, ~~FFI~~and ~~was~~other ~~dissolved~~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.

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[F7]

~~Business~~Collaborative Arrangement

~~The business~~In 2007, the Company, through its subsidiary FFI, entered into a collaborative arrangement with Kentucky Fuels Associates, Inc. (“KFA”) for the development of UScoal-based ~~Fuel~~gas-to-liquid ~~Corporation~~(“CTL”) isfuel production facilities in the state of Kentucky. KFA has agreed to ~~acquire~~provide an initial funding of $2,000,000 per site to be applied by FFI towards any and ~~develop~~all costs and expenses incurred in the ~~intellectual~~ordinary ~~property~~course ~~necessary~~of tobusiness ~~support~~for the development, construction and arranging of ~~multiple~~financing to closure including without limitation the following costs: engineering, ~~scalable~~ ~~facilities~~procurement, ~~capable~~administrative, ofdevelopment ~~producing~~management, ~~alternative~~financing, ~~fuels~~legal, ~~with~~operations aand ~~primary~~maintenance ~~feedstock~~costs offor ~~coal~~each said fuel production facility. ~~The~~In ~~current~~consideration ~~project~~for ~~plan~~KFA's ~~involves engineering~~initial aminimum ~~unique~~funding ~~combination~~contribution, KFA will receive 7% of ~~technologies~~the asannual net pre-tax income of each jointly developed CTL diesel fuel facility and 2.5% equity interest in the ~~core~~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 ~~scalable~~conditional ~~process~~first right of refusal to ~~support~~develop ~~multiple~~CTL ~~production~~diesel fuel facilities in the remainder of the United States.

~~NOTE 2~~We -are ~~ACCOUNTING~~accounting ~~POLICIES~~for ~~AND~~this ~~PROCEDURES~~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.

~~Revenue Recognition~~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.

~~Revenues are~~Noncontrolling 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.Interest

F7As 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.

~~Collaborative Arrangement~~Use of Estimates

~~In 2007,~~The ~~the~~preparation ~~Company,~~of ~~through~~financial ~~its~~statements ~~subsidiary~~in ~~FFI,~~conformity ~~entered into a collaborative arrangement~~ with ~~Kentucky~~accounting ~~Fuels~~principles ~~Associates,~~generally ~~Inc.~~accepted ~~(“KFA”) for the development of coal-based gas-to-liquid (“CTL”) fuel production facilities~~ in the ~~state~~United States of ~~Kentucky.~~America ~~KFA~~requires ~~has agreed~~management to ~~provide~~make anestimates ~~initial~~and ~~funding~~assumptions ofthat ~~$2,000,000~~affect ~~per~~the ~~site~~reported toamounts beof ~~applied~~assets byand ~~FFI~~liabilities ~~towards~~and ~~any~~disclosures ~~and~~of ~~all~~contingent ~~costs~~assets and ~~expenses~~liabilities ~~incurred in~~at the ~~ordinary~~date ~~course~~ of ~~business for~~ the ~~development,~~financial ~~construction~~statements and ~~arranging~~the ofreported ~~financing~~amounts toof ~~closure~~revenues ~~including~~and ~~without~~expenses ~~limitation~~ during the ~~following~~reporting ~~costs:~~periods. ~~engineering,~~Actual ~~procurement,~~results ~~administrative,~~could ~~development~~differ ~~management,~~from those estimates.

~~financing, legal,~~Concentration ~~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.Risk

~~We are~~Financial ~~accounting~~instruments ~~for~~and ~~this~~related ~~agreement~~items ~~pursuant~~which topotentially ~~ASC~~subject ~~Topic 808 “Collaborative Arrangements”. During~~ the ~~years~~Company ~~ended~~to ~~December 31,~~concentration ~~2011~~of ~~and~~credit ~~2010,~~risk weconsist ~~reported~~primarily $0of ~~for both years as payments received pursuant to collaborative agreements~~cash. The ~~unexpended~~Company ~~balance of~~places ~~payments~~its ~~received~~cash ofand $0temporary ~~for~~cash ~~both~~investments ~~December~~with ~~31,~~credit ~~2011~~quality institutions and ~~2010~~has isnot ~~reported~~experienced asany alosses ~~current~~in ~~liability~~its ~~as advance payments received~~accounts.

~~KFA dissolved~~Property ~~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.Equipment

~~Noncontrolling Interest~~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.

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

~~Use~~ 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 ~~Estimates~~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.

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.[F8]

~~Concentration of~~Income ~~Risk~~Taxes

~~Financial instruments~~ ~~and~~The ~~related~~Company ~~items~~utilizes ASC 740 “Income Taxes” which ~~potentially~~requires ~~subject~~the recognition of deferred tax assets and liabilities for the ~~Company~~expected tofuture ~~concentration~~tax consequences of ~~credit~~events ~~risk~~that ~~consist~~have ~~primarily~~been ofincluded ~~cash~~in the financial statements or tax returns. ~~The~~ ~~Company~~Under ~~places~~this ~~its~~method, ~~cash~~deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and ~~temporary~~liabilities ~~cash~~and ~~investments~~their ~~with~~financial ~~credit~~reporting ~~quality~~amounts ~~institutions~~at each year-end based on enacted tax laws and ~~has~~statutory ~~not~~tax ~~experienced~~rates ~~any~~applicable ~~losses~~ to the periods in ~~its~~which ~~accounts~~the differences are expected to affect taxable income.

~~Property and~~Stock ~~Equipment~~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 ~~furniture~~the award and ~~equipment~~ is ~~depreciated~~recognized over the ~~estimated~~service ~~useful~~period, ~~life~~which ofis usually the ~~assets~~vesting ~~utilizing~~period. This guidance establishes standards for the ~~straight-line~~accounting ~~method of~~for ~~depreciation~~transactions ~~based~~in onwhich ~~estimated~~an ~~useful~~entity ~~lives~~exchanges ofit ~~five~~equity ~~years~~instruments for goods or services. ~~When~~It ~~assets~~also ~~are~~addresses ~~retired~~transactions in which an entity incurs liabilities in exchange for goods or ~~otherwise~~services ~~disposed~~that are based on the fair value of, the ~~cost~~entity's ~~and related~~equity ~~accumulated~~instruments ~~depreciation~~or ~~are~~that ~~removed~~may ~~and~~be ~~any~~settled ~~resulting~~by ~~gain~~the orissuance ~~loss~~of isthose ~~recognized~~equity instruments.

~~Intangible and~~Loss ~~Long-lived~~Per ~~Assets~~Share

The Company ~~follows~~utilizes ASC ~~360~~260, “~~Property~~Earnings ~~Plant~~Per ~~and Equipment~~Share” ~~, which establishes a “primary asset” approach to determine the cash flow estimation period~~ for acalculating ~~group of assets and liabilities that represents~~ the ~~unit~~basic ~~of accounting for a long lived asset to be held~~ and ~~used. Long-lived~~diluted ~~assets~~loss toper ~~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~~share. The ~~carrying~~assumed ~~amount~~exercise of a ~~long-lived~~common ~~asset~~stock isequivalents was not ~~recoverable~~utilized ifsince ~~it exceeds~~ the ~~sum~~effect ofwould ~~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~~anti-dilutive.

F8Fair Value of Financial instruments

~~Income Taxes~~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 ~~utilizes~~adopted ~~ASC~~new ~~740~~accounting ~~“Income~~guidance ~~Taxes”~~pursuant to ASC 820 which ~~requires~~established a framework for measuring the ~~recognition~~fair ofvalue ~~deferred~~and ~~tax~~expands disclosure about fair value measurement. The Company did not elect fair value accounting for any assets and liabilities ~~for~~ allowed by previous guidance. Effective January 1, 2009, the ~~expected~~Company ~~future~~adopted ~~tax~~the ~~consequences~~provisions ofaccounting ~~events~~guidance that ~~have~~relate ~~been~~to ~~included~~non-financial inassets ~~the~~and ~~financial~~liabilities ~~statements~~that are not required or ~~tax~~permitted ~~returns~~to be recognized or disclosed at fair value on a recurring basis. ~~Under~~Effective ~~this method~~April 1, ~~deferred~~2009, ~~income~~the ~~taxes~~Company ~~are~~adopted ~~recognized~~new accounting guidance which provides additional guidance for ~~the~~estimating ~~tax~~fair ~~consequences~~value in ~~future~~accordance ~~years~~with ofASC ~~differences~~820, ~~between~~when the ~~tax~~volume ~~bases of~~and ~~assets~~level ~~and~~of ~~liabilities~~activity ~~and~~for ~~their~~the ~~financial~~asset ~~reporting~~or ~~amounts~~liability athave ~~each~~significantly ~~year-end~~decreased. ~~based~~The onadoption ~~enacted~~of ~~tax~~the ~~laws~~provisions ~~and~~of ~~statutory tax~~ASC ~~rates~~820 ~~applicable~~did tonot ~~the~~have ~~periods~~a inmaterial ~~which~~impact ~~the~~on ~~differences~~our ~~are~~financial ~~expected~~position toor ~~affect~~results ~~taxable~~of ~~income~~operations.

~~Stock Based~~ASC ~~Compensation~~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.

~~The Company~~1.Level ~~accounts~~1 ~~for~~Unadjusted ~~its~~quoted ~~stock~~prices ~~based compensation under ASC 718-10, “Compensation-Stock Compensation”, which was adopted~~ in ~~2006,~~active ~~using~~markets ~~fair~~that ~~value~~are ~~based~~accessible ~~method. Under this method, compensation cost is measured~~ at the ~~grant~~measurement date ~~based~~for ~~on the value of the award and is recognized over the service period~~identical, ~~which~~unrestricted isassets ~~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~~2. ~~Share~~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.

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.[F9]

~~Fair Value~~3. ofLevel ~~Financial~~3 ~~instruments~~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 ~~value~~values due tothey ~~their~~are short term ~~nature~~in ~~and/or variable interest rates~~nature. The Company's debt obligations bear interest at rates which approximate prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value for these instruments approximate fair value. As of December 31, ~~2011~~2012 and ~~2010~~2011, the Company ~~did~~does not have ~~any~~ financial ~~instruments~~ assets or liabilities that are ~~required~~measured toat befair ~~measured~~value on a recurring basis.

~~The Company~~New ~~adopted~~Accounting 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.Pronouncements

~~ASC 820~~Management ~~defines~~does ~~fair~~not ~~value~~believe ~~as the amount~~ that ~~would~~any berecently ~~received~~issued, ~~for~~but annot ~~asset~~yet oreffective, ~~paid~~accounting tostandards ~~transfer~~if acurrently ~~liability~~adopted ~~(i.e.~~would anhave ~~exit~~a ~~price) in~~material ~~the~~effect ~~principal or most advantageous market for the asset or liability in an orderly transaction between market participants~~ on the ~~measurement~~accompanying ~~date.~~consolidated ~~ASC~~financial ~~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~~statements. ~~ASC 820 describes the following three levels of inputs that may be used.~~

~~1.Level 1~~NOTE ~~Unadjusted~~3 ~~quoted~~- ~~prices~~GOING ~~in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.~~CONCERN

~~2. Level~~The 2accompanying ~~Quoted~~consolidated ~~prices~~financial instatements ~~market~~have ~~that~~been ~~are~~prepared ~~not~~on ~~active~~a going concern basis, orwhich ~~inputs~~contemplates ~~that~~the ~~are~~realization ~~observable~~of assets and the settlement of liabilities and commitments in the normal course of business. As shown in the accompanying consolidated financial statements, ~~either~~the ~~directly~~Company orhas ~~indirectly~~incurred net loss of $10,006,558 ~~for~~and ~~substantially~~ $4,461,627 during the ~~full~~years ~~term~~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 ~~asset~~Company orto ~~liability~~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.

F9The 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.

~~3. Level~~NOTE 34 ~~Prices~~- orPROPERTY ~~valuation~~AND ~~techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no activity).~~EQUIPMENT

~~The carrying~~Property ~~amounts of financial instruments, which include cash, accounts payable, accrued expenses~~ and ~~debt~~equipment ~~obligations,~~at ~~approximate their fair values due to he short-term nature. As of~~ December 31, ~~2011~~2012 and ~~2010,~~2011 ~~the~~consists ~~Company~~of ~~does~~the ~~not have financial assets or liabilities that are measured at fair value on a recurring basis.~~following:

New Accounting Pronouncements

	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

~~Management does~~During ~~not~~2009, ~~believe~~the ~~that~~Company ~~any~~purchased ~~recently~~a ~~issued,~~parcel ~~but~~of ~~not~~land ~~yet~~for ~~effective~~$95,726 ~~accounting~~to ~~standards~~be ifutilized ~~currently~~in ~~adopted~~the ~~would~~CTL ~~have~~project. The land was exchanged in 2012 to liquidate the minority interest ownership in FFI to settle a ~~material effect~~lawsuit. onDepreciation expense totaled $2,694 and$ 3,409 for the ~~accompanying~~years ~~consolidated~~ended ~~financial~~December ~~statements~~31, 2012 and 2011, respectively.

~~NOTE 3 - GOING CONCERN~~[F10]

~~The accompanying~~NOTE ~~consolidated~~5 ~~financial~~– ~~statements~~NOTE ~~have~~PAYABLE ~~been~~– ~~prepared~~RELATED on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has incurred net loss of $4,461,627 and $357,933 during the years ended December 31, 2011 and 2010, respectively. The Company's current liabilities exceeded its current assets by $6,490,104 as of December 31, 2011. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional funds and implement its business plan. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.PARTY

~~The~~ As of December 31, 2011, the Company isowed ~~actively~~Greenberg ~~pursuing~~& ~~additional~~Lieberman, ~~equity~~LLC ~~financing~~for ~~through~~past ~~discussions~~services ~~with~~rendered ~~investment~~totaling ~~bankers~~approximately ~~and~~$1,986,000. ~~private~~During ~~investors~~2012, the Company entered into a confidential settlement agreement with Greenberg & Lieberman, LLC. ~~There can~~G&A beCapital nodistributed ~~assurance~~300,000 shares worth of restricted common stock and the Company ~~will~~issued bea ~~successful~~promissory note for $1,000,000 in ~~its~~full ~~effort~~settlement of the outstanding balance owed to ~~secure~~Greenberg ~~additional~~& ~~equity~~Lieberman, ~~financing~~LLC. IfThere ~~operations~~is no interest and ~~cash flows~~no ~~continue~~minimum topayments ~~improve~~for ~~through~~seven ~~these~~and ~~efforts,~~a ~~management~~half ~~believes~~years ~~that~~after which time the interest will be prime plus 2%. The Company ~~can~~will ~~continue~~be required to ~~operate.~~begin ~~However~~paying back the debt when the EBITDA reaches $250,000 noa ~~assurance can~~year, at which time the Company shall be ~~given~~required ~~that~~to ~~management~~pay back a minimum of 3% of the Company's ~~actions~~profits ~~will~~per ~~result~~year until the debt has been paid in ~~profitable~~full. ~~operations~~The orCompany has classified the ~~resolution~~promissory note as a long term liability. The original fair value of ~~its~~the ~~liquidity~~promissory ~~problems~~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 4 –6 ~~NOTES~~- ~~RECEIVABLE~~CONVERTIBLE DEBT

~~During 2009,~~Notes ~~the~~payable ~~Company~~at ~~advanced~~December ~~an aggregate of $24~~31,~~000~~ to2012 ~~KFA pursuant to promissory notes bearing interest at 5%~~ and ~~maturing January 22, 2010. Note was deemed uncollectable in 2010.~~2011:

NOTE 5 - PROPERTY AND EQUIPMENT

	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)	$	—	$	—

~~Property and~~NOTE ~~equipment~~7 at– ~~December~~RELATED ~~31,~~PARTY ~~2011 and 2010 consists of the following:~~TRANSACTION

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

During 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.

~~During 2009,~~See ~~the~~disclosure ~~Company~~relating ~~purchased~~to aG ~~parcel~~& ofA ~~land~~Capital ~~for~~Development ~~$95~~LLC,~~726~~ towhich beis ~~utilized~~included in ~~the~~Note ~~CTL~~8 ~~project~~below.

~~Depreciation expense~~NOTE ~~totaled~~8– ~~$3,409~~STOCKHOLDER'S ~~and$ 3,575 for the years ended December 31, 2011 and 2010, respectively.~~EQUITY

~~F10~~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.

~~NOTE 6~~On -May ~~CONVERTIBLE~~12, ~~DEBT~~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.

~~Notes payable at December 31, 2011 and 2010:~~[F11]

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

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 7~~On –May ~~RELATED~~15, ~~PARTY~~2012, ~~TRANSACTION~~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.

~~On December~~NOTE 3,9 ~~2009,~~– ~~the~~NON-CONTROLLING ~~Company executed a promissory note, a former chief executive officer, in the amount of $15,000. The note bears no interest and was due April 3, 2010. The note was repaid on March 11, 2010.~~INTEREST

~~During the~~The ~~years~~Company ~~ended~~initially ~~2011~~owned 100% of the issued and ~~2010~~outstanding common stock of its subsidiary FFI, which was represented by 30,000,000 shares. On June 12, 2009, the Company ~~incurred~~entered ~~rent~~into a Stock Purchase Agreement and ~~administrative~~sold ~~expenses~~10%, ~~payable~~or 3,000,000 FFI common shares (the “Shares”) to aSchrader ~~related~~& ~~party~~Associates ~~totaling~~Defined ~~$30~~Benefit Pension Plan (herein,~~600 and~~ “Schrader”) for the sum of $40350,~~950, respectively~~000.

~~See~~ ~~related~~Additionally, ~~party~~on ~~transactions~~June ~~related~~12, 2009, in consideration of $5,000, the Company granted Schrader an option to ~~G&A~~purchase ~~Capital Development~~an ~~LLC~~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.

~~NOTE 8~~Schrader –granted ~~STOCKHOLDER'S~~the ~~EQUITY~~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 ~~Company~~ isinvestment ~~authorized~~by toSchrader ~~issue~~in ~~800,000,000~~FFI ~~shares~~is ofrecorded ~~common~~as ~~stock~~a ~~with~~non-controlling ~~$0.0001~~interest ~~par~~in ~~value~~the ~~per~~financial ~~share.~~statements ~~As of December 31, 2011~~ and ~~2010,~~ ~~the~~is ~~Company~~summarized ~~has~~as ~~issued~~follows ~~and~~at ~~outstanding~~December ~~263~~31,~~523,057~~ 2012 and ~~99,120,981 shares of common stock, respectively.~~2011:

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

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	$	-

~~During the year ended December 31, 2010, the Company received $245,000 or a subscription liability from G & A Capital Development Company.~~[F12]

~~On May~~NOTE ~~12,~~10- ~~2011,~~ACCRUED ~~the~~EXECUTIVE Company entered into an agreement with G&A Capital Development LLC (“G& A Capital”), a related party, whereby the Company issued 200,000,000 shares of Series A Preferred shares and a warrant to purchase 496,277,915 shares of common stock for an aggregate price of $2,000,000. The warrant shall have an exercise term of two years. Upon the Company increasing their number of authorized shares, the 200,000,000 shares of Series A Preferred shares were agreed to be exchanged for 164,402,076 shares of common stock. The share and warrant issuances were in consideration of G&A Capital making previous payments on the Company’s behalf totaling $662,540 ($245,000 subscription received in 2010 and $417,540 expenses paid by G&A Capital in 2011) and an agreement that of G&A Capital will assume the outstanding financial obligations incurred by the Company up to $8,000,000 as long as the liability was incurred on or before September 11, 2011. in accounts payable and officers compensation packages. During the year ended December 31, 2011, G & A Capital had settled $372,500 of the Company's financial obligations by transferring common stock previously received form the May 12, 2011 agreement.COMPENSATION

~~NOTE 9~~As –of ~~NONCONTROLLING~~December ~~INTEREST~~31, 2012 and 2011, the Company owed former and current employees approximately $1,044,027 and $1,440,154, respectively.

~~The Company~~NOTE ~~initially~~11 ~~owned~~- ~~100%~~COMMITMENTS ofAND 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. CONTINGENCIES

~~Schrader granted~~The ~~the~~ Company is subject to legal proceedings and claims which arise in the ~~first~~ordinary ~~right~~course of ~~refusal~~its tobusiness. ~~match~~Although oroccasional ~~exceed~~adverse ~~any~~decisions ~~third~~or ~~party~~settlements ~~bona~~may ~~fide~~occur, ~~offer~~the toCompany ~~purchase~~believes that the ~~Shares~~final ~~until June~~disposition 12of such matters should not have a material adverse effect on its financial position, ~~2014~~results of operations or liquidity.

~~As of~~On September 1130, 2011, ~~the~~plaintiff ~~Company~~Scott ~~had~~Schrader ~~recorded~~initiated alitigation ~~subscription~~in ~~receivable~~the Commonwealth of ~~$6.3~~Kentucky, ~~million~~Franklin ~~related~~Circuit toCourt, ~~the~~Case ~~liabilities~~No ~~that were~~10-CI-01548 toagainst beNuclear ~~ultimately~~Solutions, ~~settled~~Fuel byFrontiers ~~G&A~~and ~~Capital~~other individuals. In ~~2012~~the lawsuit, ~~G&A~~plaintiff ~~Capital~~alleges ~~settled~~a ~~approximately~~dispute ~~$2.7~~over ~~million~~an ~~of accrued~~investment ~~liabilities.~~in AsNuclear aSolutions ~~result,~~and ~~the~~presents ~~Company~~claims ~~recorded~~for abreach ~~bad~~of ~~debt~~contract, ~~charge~~intentional inmisrepresentations, ~~2011~~negligence, ~~related~~fraud toand ~~the~~fraudulent ~~remaining~~inducement, ~~$3.6~~unjust ~~million~~enrichment ~~that was~~and ~~not~~breach ~~subsequently~~of ~~settled~~constructive or resulting trust.

~~F11~~ 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.

~~Additionally, on~~ ~~June~~As ~~12,~~disclosed ~~2009,~~above in ~~consideration~~Note ~~of $5~~9,~~000,~~ the Company ~~granted~~quit ~~Schrader~~claimed anthe ~~option~~real estate to ~~purchase~~settle ~~an additional 10% of FFI for~~ the ~~sum of $350,000. The option expired on September 12, 2009. On June 30, 2009,~~ Schrader ~~partially~~lawsuit ~~exercised~~in ~~the option and purchased an additional 1,500,000 common shares of FFI, which represents 5~~2012.~~0% percent of the issued and outstanding common stock of FFI, for proceeds of $175,000.~~

~~The investment~~NOTE by12– ~~Schrader~~OPTIONS inAND ~~FFI is recorded as a noncontrolling interest in the financial statements and is summarized as follows at December 31, 2011 and 2010:~~WARRANTS

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

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:

Management Agreement

	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	—		—

In conjunction with the sale of its partial interest in FFI on June 12, 2009, the Company, FFI and Schrader entered into a Management Agreement, (the “Agreement”). The Agreement states that the Company will use the proceeds of the sale of the Shares according to the Company’s use of proceeds Schedule which is attached the Agreement. Additionally, the Company has agreed to nominate and appoint, and or vote into office one person named by Schrader who will be seated as a member of the FFI board of directors for a 12-month term.[F13]

~~FFI, upon~~ ~~receipt~~NOTE of funds from the Company’s use of proceeds schedule, has agreed to purchase certain real property located in Muhlenberg, Kentucky (the “Muhlenberg Property”) for the proposed construction of a Coal13-~~to-Liquids~~ ~~(CTL)~~INCOME plant for approximately $150,000. FFI has agreed to take title to the Muhlenberg Property in such a manner so that the property ownership would automatically transfer to Schrader in the event FFI were to file a petition in Bankruptcy Court, wind-up or liquidate.TAXES

~~Additionally, if~~The ~~FFI~~Company ~~were~~utilizes toASC ~~abandon~~740 ~~its~~“Income ~~pursuit~~Taxes” which requires the recognition of adeferred ~~CTL~~tax ~~plant~~assets onand liabilities for the ~~Muhlenberg~~expected ~~Property~~future ~~because~~tax ~~FFI’s~~consequences ~~inability~~of toevents ~~obtain~~that ~~all~~have ~~appropriate approvals~~been ~~and~~included ~~permits~~in ~~required~~the ~~for~~financial astatements ~~CTL~~or ~~plant~~tax returns. Under this method, ~~then~~deferred ~~FFI~~income ~~would~~taxes ~~sell~~are recognized for the ~~Muhlenberg~~tax ~~Property~~consequences ~~and~~in ~~use~~future years of differences between the ~~net~~tax ~~proceeds~~bases toof ~~acquire another~~assets ~~property~~and ~~for~~liabilities aand ~~CTL~~their ~~plant~~financial ~~according~~reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the ~~same~~periods ~~type~~in ofwhich ~~acquisition~~the ~~and~~differences ~~title~~are ~~structure~~expected to affect taxable income.

~~If FFI~~In ~~were~~assessing ~~able~~the torealizability ~~secure~~of andeferred ~~off-take~~tax ~~agreement~~assets, management considers whether it is more likely than not that some portion or ~~fuel~~all ~~purchase~~of ~~agreement~~the ~~for~~deferred ~~fuels~~tax ~~from~~assets ~~its~~will ~~proposed~~not ~~CTL~~be ~~Plant,~~realized. ~~that~~Included ~~would~~in ~~permit FFI~~deferred totax ~~secure~~assets ~~project~~are ~~financing~~Federal and State net operating loss carryforwards of approximately $18 million, orwhich ifwill ~~FFI~~expire ~~were~~by to2031. The ~~secure~~ultimate ~~project~~realization ~~financing~~of ~~using~~deferred tax assets is dependent upon the ~~Muhlenberg~~generation orof ~~similar~~future ~~property~~taxable asincome ~~collateral,~~ during the ~~Schrader~~periods ~~would~~in ~~quit~~which ~~claim~~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 ~~interest~~taxable inincome, 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 ~~property~~Internal toRevenue ~~FFI~~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.

~~NOTE 10-~~The ~~ACCRUED~~Company ~~EXECUTIVE~~files ~~COMPENSATION~~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.

~~As of December 31, 2011 and 2010, the Company owed former and current employees approximately $1,440,154 and $1,284,154, respectively.~~[F14]

~~F12~~NOTE 14 – SUBSEQUENT EVENT

~~The Company~~On ~~had~~May an10, ~~Employment~~2013, ~~Agreement~~Global ~~with~~Private ~~Paul~~Funding Mfiled ~~Brown~~a civil action, ~~its~~number ~~former~~SC120696 ~~President,~~in ~~whereby~~the Superior Court of the ~~Company~~State ~~was~~of toCalifornia, ~~pay~~County ~~Mr.~~of ~~Brown~~Los anAngeles, ~~annual base~~West ~~salary~~District; however, as of ~~$250~~the date of this Report,~~000.~~ Mrthe ~~Brown~~action ~~passed~~was ~~away~~dismissed in ~~April~~California, ~~2002.~~but ~~For~~has ~~the~~been ~~year~~re-filed ~~ended~~in ~~December~~Federal ~~31,~~Court. ~~2002~~Notwithstanding this matter, as of the ~~amount~~date of ~~salary~~this ~~accrued until~~Report, ~~Mr.~~we ~~Brown's~~are ~~death~~working ~~was~~together ~~$142,667.~~with ~~Such~~Global ~~amount~~outside ~~has~~of ~~not~~our ~~been~~legal ~~paid~~issues, to ~~Mr.~~resolve ~~Brown's~~our ~~estate~~differences ~~and~~in ~~remains~~the ahopes ~~liability~~of onre-establishing ~~the~~our ~~Company's books~~working relationship.

On ~~September~~ 13June 25, ~~2001~~2013, the Company ~~hired~~entered ~~Patrick~~into ~~Herda~~a assettlement ~~the~~agreement ~~Vice~~with ~~President~~a ofservice ~~Business~~provider ~~Development.~~for Mrpast ~~Herda~~services. ~~was~~Accordingly, the ~~President and CEO of the~~ Company ~~from~~executed ~~September~~a ~~2001~~convertible ~~until~~promissory ~~October~~note ~~2009.~~with ~~Mr.~~an ~~Herda's~~original ~~salary~~principal ~~was~~amount ~~$110,000~~of ~~for the year ended December 31, 2006 and~~ $5530,000 ~~for~~which ~~the~~is ~~year~~convertible ~~ended~~into ~~December 31, 2007. The~~ Company’s ~~was~~common ~~unable~~stock toat ~~pay Mr. Herda his full salary and these unpaid sums have been accrued. On January 10, 2006, Mr. Herda entered into~~ a ~~3-way~~price ~~agreement~~equal ~~whereby he irrevocable assigned deferred compensation totaling $542,987~~ to ~~I.P.~~fifty ~~Technology~~percent ~~Holding, Inc.~~ (~~IPTH~~50%), aof ~~New~~the ~~Jersey~~volume ~~corporation~~weighted ~~with~~average ~~whom~~closing webid ~~had~~price aduring ~~licensing agreement,~~the inthree ~~exchange~~(3) ~~for~~days apreceding ~~guarantee~~the todate ~~receive a minimum~~ of ~~$80~~maturity,~~000~~ inwhich ~~cash~~is ~~salary~~six ~~from~~(6) ~~the~~months ~~Company,~~from ~~for~~ the ~~2006~~settlement ~~fiscal year~~date. On ~~June~~Interest ~~10,~~is ~~2008,~~accured ~~pursuant to the January 10, 2006 agreement, the Company issued 5,250,000 shares to IPTH valued~~ at ~~$542,987. As~~a rate of ~~December~~seven ~~31,~~percent ~~2011~~(7%) ~~and~~per ~~2010, the amount accrued was $161,376~~annum.

~~On January~~Item ~~23, 2002, the Company hired John Dempsey as the Vice President at an annual base salary of $120,000~~9. CHANGES ~~Mr.~~IN ~~Dempsey resigned~~AND ~~effective~~DISAGREEMENTS ~~September~~WITH ~~5,2005.~~ACCOUNTANTS ~~The~~ON ~~Company~~ACCOUNTING ~~has~~AND ~~been~~FINANCIAL unable to pay Mr. Dempsey's full salary in past years and these unpaid sums have been accrued. As of December 31, 2011 and 2010, the amount accrued was $328,799 and at Mr. Dempsey's discretion will ,be paid back either in cash or common stock at a price of $1 per share.DISCLOSURE

~~Kenneth Faith~~During 2010, the Company'’s ~~Chief~~independent ~~Financial~~accountant ~~Officer~~was ~~from~~RBSM ~~2007~~LLP ~~to 2011, did not receive a salary during the fiscal year ended December 31, 2007~~(“RBSM”). ~~The~~Due ~~Board~~to ofinsufficient ~~Directors approved an annual base salary of $225~~capital,~~000~~ ~~commencing~~the ~~March~~Company 1,had ~~2008.~~not ~~The~~engaged ~~Company~~RBSM ~~was never able~~ to ~~pay~~review ~~Mr.~~or ~~Faith's~~examine ~~full~~any ~~salary~~financial ~~and~~statement ~~ultimately~~information ~~accrued~~subsequent ~~approximately~~to ~~$455,500~~our inQuarterly ~~owed~~Report ~~compensation,~~on ~~but~~Form ~~Mr.~~10-Q ~~Faith~~for ~~has since settled this debt through~~ the Gthree &month Aperiod ~~Capital~~ended ~~Agreement~~March ~~and~~31, ~~the~~2010. ~~Company~~Effective noDecember ~~longer owes any amounts to Mr. Faith~~3, ~~therefore~~2012, ~~such~~the ~~debt is~~Company nodismissed ~~longer~~RBSM ~~reflected~~from onserving as the Company'’s ~~books~~independent accountants.

~~John Powers,~~The anreports ~~independent~~of ~~director~~RBSM on the financial statements of the Company ~~from~~for ~~June~~the ~~2002~~years toended ~~October~~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 ~~not~~contain ~~receive~~an explanatory paragraph as to the existence of substantial doubt regarding the Company's ability to continue as a ~~salary~~going ~~during~~concern. In connection with its audits of the ~~fiscal~~years ~~year~~ ended December 31, ~~2007.~~2009 ~~The~~and ~~Board~~2008, and reviews of ~~Directors~~the ~~approved~~Company’s ~~giving~~financial ~~Mr.~~statements ~~Powers~~through ~~$41~~March 31,~~563~~ in2010, ~~directors~~there ~~compensation~~were ~~commencing~~no ~~March 1~~disagreements with RBSM on any matter of accounting principles or practices, ~~2008~~financial ~~and~~statement Gdisclosure, &or Aauditing ~~Capital~~scope ~~paid~~or ~~such~~procedure, ~~amounts~~which ~~through~~disagreements, ~~its~~if ~~agreement~~not ~~with~~resolved to the ~~Company~~satisfaction of RBSM, would have caused them to make reference thereto in their report on the financial statements for such years.

~~NOTE 11~~As -of ~~COMMITMENTS~~December ~~AND~~3, ~~CONTINGENCIES~~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.

~~On November~~LVW 3,conducted ~~2005, FFI entered into a fifteen-year land lease with Venture III Associates, renewable for up to 90 years, for~~ an ~~approximate~~ ~~six-acre~~independent ~~site~~audit ~~in Toms River, New Jersey to build a proposed 52 million gallon waste-to-ethanol production facility in exchange for 1,000,000 shares~~ of ~~FFI common stock. When~~ the ~~facility~~Company ~~commences~~for ~~operations FFI will pay Venture III $240,000 dollars annually in equal monthly installments, plus three (3%) percent of~~ the ~~net~~year ~~operating~~ended ~~profit~~December ~~of the waste-to-ethanol facility when the facility begins operations. The payment of the 1~~31,~~000,000~~ ~~shares~~2010 ofand ~~FFI common stock was deferred by Venture III until groundbreaking occurs for~~ the ~~waste~~financial tostatements ~~fuel~~contained ~~facility~~in onthis ~~said~~Form ~~property~~10-K.

~~The Company~~Item ~~is subject to legal proceedings and claims which arise in the ordinary course of its business~~9A. CONTROLS ~~Although~~AND 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.PROCEDURES

~~On September~~Evaluation ~~30, 20101, plaintiff Scott Schrader initiated litigation in the Commonwealth~~ of ~~Kentucky,~~Disclosure ~~Franklin~~Controls ~~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.Procedures

~~F13~~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.

~~NOTE 12~~In –designing ~~OPTIONS~~and ~~AND~~evaluating ~~WARRANTS~~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.

~~The following~~As ~~table~~of ~~summarizes~~the end of the ~~changes~~period incovered ~~warrants~~by ~~outstanding~~this annual report, we carried out an evaluation, under the supervision and with the ~~related~~participation ~~exercise~~of ~~prices~~management, ~~for~~including our Chief Executive Officer and Principal Financial Officer, of the ~~shares~~effectiveness of the ~~Company's common~~design ~~stock~~and ~~issued~~operation byof ~~the~~our ~~Company~~disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are ineffective as of December 31, ~~2011~~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 ~~2010:~~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.

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

Page 34 of 42

~~NOTE 13-NON_QUALIFIED~~Evaluation ~~STOCK~~of ~~GRANT~~and ~~AND~~Report ~~OPTION~~on ~~PLAN~~Internal Control over Financial Reporting

~~In 2007,~~ Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. ~~adopted~~Management, ~~Non_qualified~~with ~~Stock~~the ~~Grant~~participation of our Chief Executive Officer and ~~Option~~Principal ~~Plan~~Financial Officer, ~~which~~has ~~expired~~evaluated the effectiveness of our internal control over financial reporting as of December 31, 2012 based on the criteria established in ~~2010.~~Internal ~~The~~Control ~~Plan~~– ~~was~~Integrated ~~administered~~Framework issued by the ~~Company's Board~~Committee of ~~Directors~~Sponsoring Organizations ("COSO") of the Treadway Commission. ~~Directors,~~Based ~~officers~~on this evaluation, ~~employees~~management concluded that, ~~consultants~~as of December 31, ~~attorneys~~2012, and the ~~others~~material ~~who~~weaknesses ~~provided~~described ~~services~~below, tomanagement concluded that the Company ~~were eligible~~did ~~participants.~~not ~~Participants~~maintain ~~were~~effective ~~eligible~~internal tocontrol beover ~~granted~~financial ~~warrants,~~reporting ~~options,~~as ~~and~~of ~~common~~December ~~stock as compensation~~31, 2012.

~~NOTE 14~~ Based on -the ~~INCOME~~COSO ~~TAXES~~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.

~~The Company~~ We intend ~~utilizes~~to ~~ASC~~devote ~~740~~resources ~~“Income~~to ~~Taxes”~~remediate ~~which~~any ~~requires~~deficiencies ~~the~~we ~~recognition~~have ofdiscovered ~~deferred tax assets~~ and ~~liabilities~~improve ~~for the~~our ~~expected~~internal ~~future~~control ~~tax~~over ~~consequences~~financial ofreporting ~~events~~and ~~that~~eventually ~~have~~remediate ~~been included in~~ the ~~financial~~material ~~statements~~weaknesses ordescribed ~~tax returns~~above. ~~Under~~We ~~this method,~~cannot ~~deferred~~be ~~income~~certain ~~taxes~~that ~~are~~these ~~recognized~~measures ~~for~~will ~~the~~ensure ~~tax~~that ~~consequences~~we inimplement ~~future~~and ~~years~~maintain ofadequate ~~differences~~controls ~~between~~over ~~the~~our ~~tax~~financial ~~bases~~processes ~~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~~future.

In ~~assessing~~ ~~the~~light ~~realizability~~ of ~~deferred~~our ~~tax assets~~weakness, ~~management~~we ~~considers~~performed ~~whether~~additional itanalyses ~~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~~procedures 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~~order ~~those~~to ~~temporary~~conclude ~~differences~~that ~~become~~our ~~deductible. Management~~financial ~~considers~~statements ~~the~~for 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~~year ~~Revenue~~ended ~~Code. As of~~ December 31, ~~2011,~~2012 weincluded ~~have~~in ~~fully~~this ~~allowed~~Annual ~~for~~Report ~~any~~on ~~deferred~~Form ~~tax assets as management has determined that it is more~~10-~~likely~~-~~than-not~~K were ~~that~~fairly westated ~~will~~in ~~not~~accordance ~~sustain~~with ~~the use of our net operating loss carryforwards and have established a valuation allowance for them~~GAAP. ~~The valuation allowance increased by $ 280,100 and by $ 91,100 during the years ended December 31, 2011 and 2010, respectively.~~

~~The Company~~ ~~files~~This ~~income~~annual ~~tax~~report ~~returns~~does innot include an attestation report of the ~~United~~Company's ~~States~~registered ~~federal~~public ~~jurisdiction~~accounting ~~and~~firm ~~certain~~regarding ~~states~~internal incontrol ~~the~~over ~~United~~financial ~~States~~reporting. ~~The~~Management's ~~Company is~~report ~~delinquent~~was innot ~~filing~~subject ~~its~~to ~~federal~~attestation ~~and~~by ~~state~~the ~~income~~Company's ~~tax~~registered ~~returns~~public ~~for~~accounting ~~the~~firm ~~years~~pursuant ~~ended~~to ~~December~~rules ~~31,~~of ~~2010,~~the ~~2011~~SEC ~~and~~that ~~2012.~~permit Nothe ~~tax returns~~Company ~~are~~to ~~currently~~provide ~~under~~only ~~examination~~management's byreport ~~any~~in ~~authorities~~this annual report.

~~F14~~Changes in Internal Control over Financial Reporting

~~NOTE~~Other 14than –the ~~SUBSEQUENT~~changes ~~EVENTS~~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.

OnItem ~~May 15, 2012, G & A Capital exercised a cashless provision related to the warrants issued in May 2011~~9B. OTHER ~~The Company issued 300,851,000 common shares~~INFORMATION.

~~On July 30, 2012, Schrader & Associates, LLC filed a complaint against Fuel Frontiers, Inc~~None. 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.

OnPART 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.III

OnItem ~~August 14, 2012, the Company entered into a Master Services Agreement (“MSA”) with Global Private Funding, Inc~~10. ~~which included provisions for Global to provide the Company with business incubation services~~ DIRECTORS, ~~legal~~EXECUTIVE ~~and~~OFFICERS ~~compliance~~AND ~~services~~CORPORATE ~~and underwriting services. On April 22, 2013, the Company terminated the MSA for cause.~~GOVERNANCE

~~Fuel~~The ~~Frontiers~~following table and text set forth the names and ages of all directors and executive officers as of December 13, ~~Inc~~2013. ~~was~~There ~~dissolved~~are ~~effective~~no asfamily relationships among our directors and executive officers. Each director is elected at our annual meeting of ~~September 12~~shareholders and holds office until the next annual meeting of shareholders, ~~2012~~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.

~~From~~As ~~the~~described ~~period~~in ~~January~~more 1,detail ~~2011~~elsewhere ~~through~~in ~~June~~this 30Report, ~~2013~~Mr. John Fairweather served as our President, GChairman ~~& A~~and ~~Capital~~CEO ~~reduced~~until ~~the~~March ~~Company's~~2011 ~~liabilities~~and byMr. ~~$4,071,480~~Kenneth ~~under~~Faith ~~the~~served ~~Stock~~as ~~Purchase~~our ~~Agreement~~CFO ~~the~~and ~~Company~~as ~~maintained~~a ~~with~~member Gof ~~& A~~our ~~Capital~~Board until May 2011.

~~F15~~Page 35 of 42

~~Item~~As 9disclosed 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. ~~CHANGES~~Paul INAdams ~~AND~~and ~~DISAGREEMENTS~~Mr. ~~WITH~~Stephen ~~ACCOUNTANTS~~Luck, ONwho ~~ACCOUNTING~~served ~~AND~~as ~~FINANCIAL~~our ~~DISCLOSURE~~Chief Operating Officer and a member of our Board of Directors, respectively; such resignations were effective immediately.

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.

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

~~The~~Harry ~~reports of RBSM on the financial statements of the Company for the years ended December 31~~Bagot, ~~2009 and 2008 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty~~President, ~~audit scope or accounting principle~~CEO, ~~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~~Director. 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.

AsMr. ofBagot, ~~December~~along 3with Mr. Drinkwater, ~~2012~~were the initial presenters of a complete package for the production of Carbon based materials into fuel using Fischer Tropsch technology to the Company. ~~engaged Liggett,~~During ~~Vogt~~the &past ~~Webb~~eleven years from 2000 to 2011, PMr.A. ~~(“LVW”)~~Bagot served as ~~its~~the ~~new~~Director ~~independent~~of ~~accountants~~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 ~~Company’s~~Scope ~~Board~~consisted of ~~Directors~~community ~~unanimously recommended~~planning, ~~that~~design ~~the~~and ~~Company~~demolition ~~change~~of ~~audit~~1915 ~~firms~~homes, ~~directed~~construction ~~the~~of ~~process~~1635 ofnew ~~review~~homes and renovation of ~~candidate~~449 ~~firms~~homes. Project toresponsibilities ~~replace~~included: ~~RBSM~~request for proposal, development, construction design, multiple business plans, zoning and ~~made~~construction approvals through marketing and sales. This Privatization project received an Air Force award for the ~~final~~ ~~decision~~best toprivatized ~~engage~~project ~~LVW~~in 2008 and again in 2010.

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

~~Item~~Mr. 9ADrinkwater, along with Mr. ~~CONTROLS~~Bagot, ~~AND~~were ~~PROCEDURES~~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.

~~Evaluation~~William ofChady, ~~Disclosure~~CFO, ~~Controls~~Principal ~~and~~Accounting ~~Procedures~~Officer, Director.

WeMr. ~~maintain~~Chady ~~disclosure~~is ~~controls~~a ~~and~~Certified ~~procedures (as~~Public ~~defined~~Accountant inwith ~~Rules~~over ~~13a-15(e)~~28 ~~and~~years ~~15d-15(e)~~ of ~~the~~experience. He ~~Securities~~is ~~Exchange~~a ~~Act~~member of ~~1934,~~The Kentucky Society of Certified Public Accountants as ~~amended~~well ~~(the~~as ~~“Exchange~~a ~~Act”) that~~member ~~are~~of ~~designed~~the toAmerican beInstitute ~~effective~~of inCertified ~~providing~~Public ~~reasonable~~Accountants. For ~~assurance~~the ~~that~~most ~~information~~recent ~~required~~21 toyears, beMr. ~~disclosed~~Chady inhas ~~our~~operated ~~reports~~a ~~under the~~full ~~Exchange~~service ~~Act~~accounting isfirm, ~~recorded~~William E. Chady, ~~processed~~PSC, ~~summarized~~with ~~and~~emphasis ~~reported~~on ~~within~~small ~~the~~to ~~time~~medium ~~periods~~size ~~specified~~companies, many in the ~~rules~~oil and ~~forms~~gas ofindustries. Mr. Chady maintains responsibility for the ~~Securities~~ full accounting function for a number of his clients and ~~Exchange~~has ~~Commission~~assisted (in multiple initial public offerings and private placement memorandums. Mr. Chady is currently the “Chairman ~~SEC”)~~of the Board of four Texas Roadhouse Restaurants in addition to serving or having served as a Managing Member, Director and ~~that~~or ~~such~~Officer ~~information~~of isseveral ~~accumulated~~other Kentucky Corporations and ~~communicated~~Limited toLiability ~~our~~Companies. ~~management to~~Mr. ~~allow~~Chady ~~timely~~is ~~decisions~~also ~~regarding~~a ~~required~~member ~~disclosure~~of Kentucky Fuel Associates Inc.

In ~~designing~~Involvement ~~and~~in ~~evaluating~~Certain ~~disclosure controls~~Legal ~~and~~Proceedings. ~~procedures,~~None ~~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~~Company's ~~objectives. Also~~directors, 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 systemsofficers, nopromoters ~~evaluation~~or ~~of controls can provide absolute assurance that all~~ control ~~issues and instances of fraud~~persons, if any, ~~have~~during ~~been detected. These inherent limitations include~~ the ~~realities~~past ~~that~~five ~~judgments~~years ~~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~~was, in ~~part,~~to ~~upon certain assumptions about~~ the ~~likelihood~~best of ~~future~~the ~~events~~Company's ~~and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.~~knowledge:

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, 2011 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.

	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);

19Page 36 of 42

Evaluation of and Report on Internal Control over Financial Reporting

	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.

~~Management is~~Significant 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, 2011 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, 2011, and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2011.Employees

~~Based on the COSO framework criteria, management has identified control deficiencies regarding the need for a stronger internal control environment.~~ The ~~lack~~following ofare ~~effectiveness of~~employees ~~the~~who ~~Company’s~~are ~~disclosure~~not ~~controls~~executive ~~and procedures was due to a deficiency in sufficient expertise as of December 31~~officers, ~~2011~~but ~~among~~who ~~the~~are ~~Company’s~~expected ~~accounting staff as well as a deficiency in its closing processes as it pertains~~ to ~~identifying~~make ~~all~~significant ~~journal~~contributions ~~entries in the financial statement preparation process. Management believes that these material weaknesses are primarily due~~ to ~~the~~our ~~lack of financial resources.~~business:

WeMr. ~~intend~~Garry toSparks, ~~devote resources~~Lead toProject ~~remediate~~Manager. ~~any~~Mr. ~~deficiencies~~Sparks wewill have ~~discovered~~oversight responsibility for the planning and ~~improve~~construction ~~our~~of ~~internal~~a ~~control~~coal-to-liquid ~~over~~fuel ~~financial~~plant ~~reporting~~ in Muhlenberg County, Kentucky. Additionally, Mr. Sparks will be responsible to work closely with the office of State Representative Brent Yonts and ~~eventually~~the ~~remediate~~office of the ~~material~~Governor ~~weaknesses~~of ~~described~~Kentucky ~~above.~~to Wecoordinate ~~cannot~~project beefforts. Mr. ~~certain~~Sparks ~~that~~has ~~these~~an ~~measures~~extensive ~~will~~35-year ~~ensure~~background ~~that~~in ~~we implement~~construction, plant and ~~maintain~~project ~~adequate~~management. ~~controls~~From ~~over~~2006 ~~our~~to ~~financial~~2010 ~~processes~~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 ~~reporting~~co-owner of Mechanical Installations Inc., a firm specializing in the ~~future~~construction and startup of water treatment plants, paper mills, steel manufacturing and processing plants.

InCorporate ~~light~~Governance of- ~~our~~Board weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended December 31, 2011 included in this Annual Report on Form 10—K were fairly stated in accordance with GAAP.Independence

~~This~~Our ~~annual~~Board ~~report~~of ~~does~~Directors has four directors and has not ~~include~~established Audit, Compensation, and Nominating or Governance Committees as standing committees. We previously had an ~~attestation~~executive ~~report~~committee, which was disbanded after its sole purpose was carried out. As of the ~~Company's~~date ~~registered~~of ~~public~~this ~~accounting~~filing, ~~firm~~the ~~regarding~~Board ~~internal~~does ~~control~~not ~~over~~have ~~financial~~an ~~reporting.~~executive ~~Management's~~committee ~~report~~or ~~was~~any committees performing a similar function. We are not ~~subject~~ tocurrently ~~attestation~~listed byon ~~the~~a ~~Company's~~national ~~registered~~securities ~~public~~exchange ~~accounting~~or ~~firm~~in ~~pursuant~~an tointer-dealer ~~rules~~quotation ofsystem ~~the~~that ~~SEC~~has requirements that ~~permit~~a majority of the ~~Company to~~board ~~provide~~of ~~only~~directors ~~management's~~be ~~report~~independent inand at this ~~annual~~time, ~~report~~do not have any independent directors.

~~Changes~~Due into ~~Internal~~our ~~Control~~lack ~~over~~of ~~Financial~~operations ~~Reporting~~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.”

~~Other~~We ~~than~~do not have a policy regarding the ~~changes~~consideration ~~discussed~~of ~~above~~any director candidates which may be recommended by our shareholders, ~~there~~including ~~was~~the nominimum ~~change~~ 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 ~~internal~~Board ~~controls~~seeks ~~over~~to ~~financial~~create ~~reporting~~a ~~identified~~Board of Directors that is strong in ~~connection~~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 ~~requisite~~handling ~~evaluation~~of ~~that~~any ~~occurred~~potential ~~during~~recommendation of director candidates by our ~~last~~ ~~fiscal~~shareholders, ~~quarter~~including ~~that~~the procedures to be followed. Our Board has ~~materially~~not ~~affected,~~considered or isadopted ~~reasonably~~any ~~likely~~of these policies as we have never received a recommendation from any shareholder for any candidate to ~~materially~~serve ~~affect~~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 ~~internal~~shareholders ~~control~~will ~~over~~make ~~financial reporting~~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.

~~Item~~Page ~~9B.~~37 ~~OTHER~~of ~~INFORMATION.~~42

~~None~~Board Leadership Structure and the Board’s Role in Risk Oversight.

~~PART~~The ~~III~~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.

~~Item~~Effective 10risk oversight is an important priority of the Board of Directors. ~~DIRECTORS~~Because risks are considered in virtually every business decision, ~~EXECUTIVE~~the ~~OFFICERS~~Board ~~AND~~of ~~CORPORATE~~Directors ~~GOVERNANCE~~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.

~~The~~Compliance ~~following~~with ~~table~~Section ~~and~~16(a) ~~text set forth the names and ages~~ of all directors and executive officers as of August 21, 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~~Securities ~~annual~~Exchange ~~meeting of~~Act ~~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.1934

AsSection ~~described~~16(a) inof ~~more~~the ~~detail~~Securities ~~elsewhere~~Exchange ~~in this~~Act ~~Report~~of 1934 requires the Company's directors and executive officers, ~~Mr.~~and ~~John~~persons ~~Fairweather~~who ~~served~~own asmore ~~our~~than ~~President~~10% of the Company's Common Stock, ~~Chairman~~to file with the Securities and ~~CEO~~Exchange ~~until~~Commission ~~March~~initial ~~2011~~reports of beneficial ownership and Mrreports of changes in beneficial ownership of Common Stock of the Company. ~~Kenneth~~Officers, ~~Faith~~directors ~~served~~and asgreater ~~our CFO~~than 10% shareholders are required by the Securities and asExchange aCommission ~~member~~to furnish the Company with copies of ~~our~~all ~~Board~~section ~~until~~16(a) ~~May~~reports ~~2011~~they file.

20We 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.

AsCODE ~~disclosed~~OF inETHICAL ~~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~~CONDUCT. ~~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	July 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	July 2010- Present

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.

~~Harry Bagot,~~We ~~President,~~believe ~~CEO,~~the ~~Director~~adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002.

~~Mr.~~Our ~~Bagot,~~Code ~~along with Mr. Drinkwater, were the initial presenters~~ of aEthical ~~complete~~Conduct ~~package~~is ~~for~~designed ~~the production of Carbon based materials into fuel using Fischer Tropsch technology~~ to ~~the~~deter ~~Company.~~wrongdoing ~~During~~and ~~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 includedpromote: 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~~· Honest and ethical conduct, ~~Chairman~~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.

~~Mr.~~Item ~~Drinkwater, along with Mr~~11. EXECUTIVE 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.COMPENSATION

~~William Chady~~As discussed elsewhere in this Report, ~~CFO~~in May 2011, ~~Principal~~we ~~Accounting~~entered ~~Officer~~into a Stock Purchase Agreement with G & A Capital. Pursuant to the agreement with G & A Capital, ~~Director~~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.

~~Mr.~~Page ~~Chady~~38 ~~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.42

~~Involvement~~Pursuant into ~~Certain~~the ~~Legal~~agreement ~~Proceedings. None~~with ofG ~~the~~& ~~Company's~~A ~~directors~~Capital, ~~officers,~~they ~~promoters~~issued oran ~~control~~aggregate ~~persons,~~total ifof ~~any~~144,060,000 ~~during~~to ~~the~~our ~~past~~officers ~~five~~and ~~years~~directors ~~was~~during 2012 and 2013 (see, to"G ~~the~~& ~~best~~A ~~of the~~Capital ~~Company's~~Agreement" ~~knowledge:~~in Item 1).

1.As Adisclosed ~~general~~elsewhere ~~partner~~in orthis ~~executive~~Report, ~~officer~~pursuant ofto a ~~business~~unanimous ~~that~~written ~~had~~consent aof ~~bankruptcy~~the ~~petition~~Board ~~filed~~on bySeptember or10, ~~against~~2012, itMr. ~~either~~Chady atshall ~~the~~receive ~~time~~$110,000 ofper ~~the~~year; ~~bankruptcy~~however, orsuch ~~within~~amounts ~~the~~shall ~~two~~accrue ~~years~~until ~~before~~we ~~the~~are ~~bankruptcy;~~able to pay same.

2.Grants ~~Convicted~~of inPlan-Based ~~a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~Awards

3.We ~~Subject~~made tono ~~any~~grants ~~order,~~from ~~judgment,~~plans orto ~~decree, not subsequently reversed, suspended or vacated, of~~ any ~~court~~executive ofofficer ~~competent~~during ~~jurisdiction,~~the ~~permanently~~fiscal oryear ~~temporarily~~ended ~~enjoining,~~December ~~barring~~31, ~~suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and,~~2012.

21 Outstanding Equity Awards at Fiscal Year-End

4.There ~~Found~~were byno aoutstanding ~~court~~equity ofawards ~~competent~~to ~~jurisdiction~~any ~~(in~~executive aofficer ~~civil~~at ~~action),~~ the ~~Securities~~end ~~and~~of ~~Exchange Commission or~~ the ~~Commodity~~fiscal ~~Futures~~year ~~Trading~~ended ~~Commission~~December ~~to have violated a federal or state securities or commodities law~~31, ~~and the judgment has not been reversed, suspended or vacated~~2012.

~~Significant~~Director ~~Employees~~Compensation

~~The~~During ~~following~~the ~~are~~fiscal ~~employees~~year ~~who~~ended ~~are~~December ~~not~~31, ~~executive officers~~2012, ~~but~~ ~~who~~no ~~are~~directors ~~expected~~received ~~to make significant contributions to our business:~~compensation.

~~Mr.~~Item ~~Garry Sparks, Lead Project Manager~~12. ~~Mr.~~ SECURITY ~~Sparks~~OWNERSHIP ~~will~~OF ~~have~~CERTAIN ~~oversight~~BENEFICIAL ~~responsibility~~OWNERS ~~for~~AND ~~the~~MANAGEMENT ~~planning~~AND ~~and~~RELATED ~~construction~~STOCKHOLDER 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.MATTERS

~~Corporate~~In ~~Governance~~light of the timing of this Form 10-K, ~~Board~~we ~~Independence~~are including two security ownership tables below: Table I speaks as of December 31, 2012 and Table II speaks as of December 13, 2013.

~~Our~~The ~~Board~~following oftables ~~Directors~~sets ~~has~~forth ~~four~~certain ~~directors and~~information ~~has~~regarding ~~not~~beneficial ~~established~~ownership ~~Audit,~~of ~~Compensation,~~our ~~and~~Common ~~Nominating~~Stock ~~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 ofspecified ~~this~~by ~~filing,~~(i) each ~~the~~person ~~Board~~(or ~~does not~~group ~~have~~of anaffiliated ~~executive~~persons) ~~committee~~who oris ~~any~~known ~~committees~~by ~~performing~~us ato ~~similar~~own ~~function.~~more Wethan ~~are~~five ~~not~~percent ~~currently~~(5%) ~~listed~~of onthe aoutstanding ~~national~~shares ~~securities exchange~~of orour inCommon anStock, ~~inter-dealer~~(ii) each ~~quotation~~director, ~~system~~executive ~~that~~officer ~~has~~and ~~requirements~~director ~~that~~nominee, aand ~~majority~~(iii) all of ~~the~~our ~~board of~~ directors, beexecutive ~~independent~~ officers and atdirector ~~this~~nominees ~~time,~~as doa ~~not have any independent directors~~group.

~~Due~~Beneficial toownership ~~our~~is ~~lack~~determined ofin ~~operations~~accordance with SEC rules and ~~size, we~~generally doincludes ~~not~~voting ~~have~~or aninvestment ~~Audit~~power ~~Committee.~~with ~~Furthermore,~~respect ~~since~~to wesecurities. ~~are~~For ~~not~~purposes ~~currently~~of ~~listed~~this ontable, a ~~national~~person ~~securities~~or ~~exchange,~~group weof ~~are~~persons ~~not subject~~is deemed to ~~any~~have ~~listing~~“beneficial ~~requirements~~ownership” ~~mandating~~of ~~the~~any ~~establishment~~shares of ~~any~~common ~~particular~~stock ~~committees. For~~that ~~these~~such ~~same~~person ~~reasons, we~~has ~~did~~the ~~not~~right ~~have~~to ~~any~~acquire ~~other~~within ~~separate~~60 ~~committees~~days ~~during~~of ~~fiscal~~the ~~2011~~date orof ~~2012;~~the ~~all~~respective ~~functions~~table. For purposes of acomputing ~~nominating~~the ~~committee,~~percentage ~~audit~~of ~~committee and~~outstanding ~~compensation~~shares ~~committee~~of ~~were~~our ~~performed~~common stock held by ~~our~~each ~~whole~~person ~~board~~or group of ~~directors. Our~~persons ~~board~~named ofabove, ~~directors~~any ~~intends~~shares tothat ~~appoint~~ such person or persons ~~and~~has ~~form~~the ~~such~~right ~~committees~~to asacquire ~~are~~within ~~required~~60 todays ~~meet~~of the ~~corporate~~date ~~governance~~of ~~requirements~~the ~~imposed~~respective bytable ~~the~~is ~~national~~deemed ~~securities exchanges~~to asbe ~~necessary.~~outstanding ~~Therefore~~for such person, webut ~~intend~~is ~~that~~not adeemed ~~majority~~to be outstanding for the purpose of ~~our~~computing ~~directors~~the ~~will~~percentage ~~eventually~~ownership beof ~~independent~~any ~~directors~~other ~~and~~person. The atinclusion ~~least one~~herein ~~director~~of ~~will~~any ~~qualify~~shares listed as beneficially owned does not constitute an ~~“audit~~admission ~~committee~~of ~~financial~~beneficial ~~expert~~ownership.”

WeUnless dootherwise ~~not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders~~indicated, ~~including~~ the ~~minimum~~business ~~qualifications~~address ~~for director candidates, nor has our Board~~ of ~~Directors~~each ~~established~~person alisted 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~~care ~~collective knowledge and has a diversity~~ of ~~skills~~5505 ~~and~~Connecticut ~~experience with~~Ave ~~respect~~NW toSuite ~~accounting and finance~~191, ~~management and leadership~~Washington, ~~vision~~DC ~~and strategy, business operations, business judgment, industry knowledge and corporate governance~~20015. WeExcept ~~have~~as ~~not~~otherwise ~~adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders~~indicated, ~~including~~ the ~~procedures~~persons tolisted bebelow ~~followed. Our Board has not considered or adopted any of these policies as we~~ have ~~never~~sole ~~received~~voting aand ~~recommendation~~investment ~~from~~power ~~any~~with ~~shareholder~~respect ~~for any candidate~~ to ~~serve~~all onshares ~~our Board~~ of ~~Directors. Given~~ our ~~relative~~common ~~size~~stock ~~and~~owned ~~lack~~by ~~of directors and officers insurance coverage~~them, weexcept doto ~~not anticipate that any of our shareholders will make such a recommendation in~~ the ~~near~~extent 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~~power ~~Board~~may ~~will~~be ~~consider~~shared ~~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~~spouse.

22Table I

~~Board~~As ~~Leadership~~of ~~Structure~~December ~~and~~31, ~~the~~2012, ~~Board’s Role~~we inhad 564,374,057 ~~Risk~~shares ~~Oversight~~of Common Stock issued and outstanding.

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.

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	%

~~Effective risk~~1) ~~oversight~~G is& anA ~~important~~Capital ~~priority~~submitted ofa ~~the~~proxy ~~Board~~giving ~~of Directors~~Mr. ~~Because risks are considered in virtually every business decision~~Bagot, ~~the~~ ~~Board~~Mr. ofDrinkwater ~~Directors~~and ~~discusses risk throughout the year generally or in connection with specific proposed actions~~Mr. ~~The~~Chady ~~Board of~~(our ~~Directors’~~current ~~approach~~board ~~to risk oversight includes understanding the critical risks in the Company’s business and strategy~~members), ~~evaluating~~ ~~the Company’s risk management processes~~collectively, ~~allocating~~voting ~~responsibilities~~power ~~for~~over ~~risk oversight among~~ the ~~full~~shares ~~Board~~held ~~of Directors,~~by ~~and~~G ~~fostering~~& anA ~~appropriate culture of integrity and compliance with legal responsibilities~~Capital.

~~Compliance~~Page ~~with~~39 ~~Section 16(a)~~ of ~~the Securities Exchange Act of 1934~~42

~~Section~~Table 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.II

WeAs ~~did not receive copies~~ of ~~any such forms during the year ended~~ December 3113, ~~2011~~2013, ~~and~~we ~~believe~~had ~~that~~564,374,057 ~~the~~shares ~~reports~~of ~~from~~Common ~~all~~Stock ~~applicable~~issued ~~persons~~and ~~have yet to be filed~~outstanding.

~~CODE~~Between OFDecember ~~ETHICAL~~31, ~~CONDUCT~~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	%

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

	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.

~~Our~~(c) ~~Code~~Changes ofin ~~Ethical~~Control. ~~Conduct~~To ismanagement’s ~~designed to~~knowledge, ~~deter~~there ~~wrongdoing~~are ~~and~~no toarrangements ~~promote:~~which may result in a change in control.

•Item ~~Honest~~13. CERTAIN ~~and~~RELATIONSHIPS ~~ethical~~AND ~~conduct,~~RELATED ~~including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;~~TRANSACTIONS

• ~~Full~~Other than the G & A Capital Agreement, ~~fair~~which is described elsewhere in this Report (Please see Item 1., G ~~accurate~~& A Capital Agreement"), ~~timely~~there ~~and~~were ~~understandable~~no ~~disclosure~~transactions inwith ~~reports~~any ~~and~~related ~~documents~~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 ~~file~~were or ~~submit~~are to be a participant and the ~~Securities~~amount &involved ~~Exchange~~was ~~Commission~~in excess of $120,000 and in ~~other~~which ~~public~~any ~~communications~~related ~~made~~person byhad ~~us;~~a direct or indirect material interest.

•(d) ~~Compliance~~Transactions with ~~applicable governmental laws, rules and regulations,~~Promoters.

~~• The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and~~None.

•Page ~~Accountability~~40 ~~for~~of ~~adherence to the Code.~~42

AsItem ~~of the date of this Report, our board of directors and executive officers have verbally agreed not to sell any of the shares of our Common Stock that they own at this time~~14. PRINCIPAL ~~Our~~ACCOUNTANT ~~executive~~FEES ~~officers and~~AND directors have indicated that sometime during the next 12 months, they intend to establish a written 10b5-1 trading plan and although the exact terms of such plan are not yet finalized, it is expected that it will contain a dribble out provision limiting the number of shares of Common Stock that any one officer or director may sell within a specific time period.SERVICES

~~Item~~As 11of December 3, 2012 the Company engaged Liggett, Vogt & Webb, P.A. ~~EXECUTIVE~~(“LVW”) ~~COMPENSATION~~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:

Other than the following information, we did not pay any compensation to any of the named executive officers for the two fiscal years ending December 31, 2011.

	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

~~John~~AUDIT ~~Fairweather~~FEES. ~~joined~~Audit ~~the~~fees ~~Company~~consist ~~on October~~of 1,fees ~~2009,~~billed ~~replacing~~for ~~Mr.~~professional ~~Herda~~services asrendered ~~President,~~for ~~CEO and Chairman of~~ the ~~Board~~audit of ~~Directors. Mr. Fairweather agreed to work for~~ the Company's ~~without~~consolidated ~~compensation~~financial ~~until~~statements ~~such~~and ~~time~~review asof the ~~Company~~interim isconsolidated ~~able~~financial tostatements ~~secure~~included ~~financing~~in ~~for~~quarterly ~~operations.~~reports ~~Mr.~~and ~~Fairweather~~services ~~was terminated~~that ~~for~~are ~~cause~~normally ~~from~~provided ~~both~~by the Company's ~~and~~principal ~~its~~accountants ~~subsidiary~~in onconnection ~~March~~with ~~23,~~statutory ~~2011. In light of his termination, all previously issued shares to Mr. Fairweather have been returned to us~~ and ~~all~~regulatory ~~amounts~~filings ~~owed~~or ~~to him have been written off~~engagements.

~~Kenneth~~AUDIT-RELATED ~~Faith joined~~FEES. ~~the~~Audit ~~Company~~related infees ~~the~~consist ~~last quarter~~ of ~~fiscal~~fees ~~year~~billed ~~2006~~for asassurance ~~Chief Financial~~ and ~~Principal~~related ~~Accounting~~services ~~Officer.~~that ~~The~~are ~~board~~reasonably ofrelated ~~directors authorized~~to ~~setting~~the ~~Mr.~~performance ~~Faith’s~~of ~~annual~~the ~~base~~audit ~~salary~~or atreview ~~$225,000 as~~ of ~~March 2, 2008. During 2008,~~ the Company ~~paid Mr. Faith $20,000. The Company was never able to pay Mr. Faith~~'s ~~full~~consolidated ~~salary;~~financial itstatements ~~ultimately~~and ~~accrued~~are ~~approximately~~not ~~$455,500~~reported inunder ~~owed compensation,~~"Audit ~~but Mr~~Fees." ~~Faith~~There ~~has~~were ~~since settled this debt through the G & A Capital Agreement and the Company~~ no ~~longer~~Audit-Related ~~owes any~~services ~~amounts~~provided toin ~~Mr.~~fiscal ~~Faith.~~2012 ~~Mr.~~or ~~Faith resigned as Chief Financial Officer and left the Executive Committee on May 10,~~ 2011.

23TAX FEES. Tax fees are fees billed for professional services for tax compliance, tax advice and tax planning.

~~Current~~ALL ~~Executive~~OTHER ~~Compensation~~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.

AsPolicy ~~discussed~~on ~~elsewhere~~Audit inCommittee ~~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~~ Pre-Approval ~~among other things - to relieve, discharge and assume certain~~ of ~~the~~Audit 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~~Permissible ~~individuals~~Non-Audit atServices 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~~Independent ~~issuances.~~Auditors

~~Pursuant~~The toCompany ~~the~~currently ~~agreement~~does ~~with~~not Ghave ~~& A~~a ~~Capital~~designated Audit Committee, ~~they~~and ~~issued~~accordingly, anthe ~~aggregate~~Company's ~~total~~Board of ~~144~~Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services,~~060~~ audit-related services,~~000~~ tax services and other services. Pre-approval is generally provided for up to ~~our~~one ~~officers~~year and ~~directors~~any ~~during~~pre-approval ~~2012~~is detailed as to the particular service or category of services and ~~2013~~is ~~(see,~~generally "Gsubject ~~& A~~to ~~Capital~~a ~~Agreement"~~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 ~~Item~~accordance 1)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.

AsTo ~~disclosed~~our ~~elsewhere in this Report~~knowledge, ~~pursuant~~the toCompany's aprincipal ~~unanimous~~accountant ~~written~~during ~~consent~~2012 ofdid ~~the~~not ~~Board~~engage onany ~~September 10,~~other ~~2012,~~persons ~~Mr.~~or ~~Chady~~firms ~~shall~~other ~~receive~~than ~~$110,000~~the ~~per~~principal ~~year;~~accountant's ~~however~~full-time, ~~such~~permanent ~~amounts shall accrue until we are able to pay same~~employees.

~~Grants~~PART ~~of Plan-Based Awards~~IV

WeItem ~~made~~15. EXHIBITS noAND ~~grants~~FINANCIAL ~~from~~STATEMENT ~~plans to any executive officer during the fiscal year ended December 31, 2011.~~SCHEDULES

Outstanding Equity Awards at Fiscal Year-End

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)

There were no outstanding equity awards to any executive officer at the end of the fiscal year ended December 31, 2011.

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 *

~~Director~~* ~~Compensation~~To be filed by Amendment.

~~During~~Page ~~the~~41 ~~fiscal~~of ~~year ended December 31, 2011, no directors received compensation.~~42

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

In ~~light~~Pursuant ofto the ~~timing~~requirements of ~~this~~Section ~~Form~~13 ~~10-K, we~~or ~~are~~15(d) ~~including~~of ~~two~~the ~~security~~Securities ~~ownership~~Exchange ~~tables~~Act ~~below:~~of ~~Table~~1934, Ithe ~~speaks~~registrant ashas ofduly ~~December~~caused ~~31,~~this ~~2011~~report ~~and~~to ~~Table~~be IIsigned ~~speaks~~on asits ofbehalf ~~August~~by 21the undersigned, ~~2013~~ thereunto duly authorized.

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.

	US FUEL COPORATION

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

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.

	US FUEL CORPORATION

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

~~Unless~~ ~~otherwise~~Pursuant ~~indicated,~~to the ~~business address~~requirements of ~~each~~the ~~person~~Securities ~~listed~~and isExchange inAct ~~care~~ of ~~5505 Connecticut Ave NW Suite 191~~1934, ~~Washington,~~this DCreport ~~20015. Except~~has asbeen ~~otherwise~~signed ~~indicated, the persons listed~~ below ~~have~~by ~~sole~~the ~~voting~~following ~~and~~persons ~~investment~~on ~~power~~behalf ~~with respect to all shares~~ of ~~our common~~the ~~stock~~registrant ~~owned~~and bythe ~~them,~~capacities ~~except~~and toon the ~~extent~~dates ~~that power may be shared with a spouse~~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

~~Table~~Page I42 of 42

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

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

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

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.

Table II

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

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

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			% of Class
Harry Bagot		33,600,000	(1)		5.95	%
Stanley Drinkwater		76,050,000			13.47	%
William Chady		12,547,366			2.22	%
Stephen Luck		10,000,000			1.77	%
Paul Adams		15,000,000			2.65	%
All officers and directors as a group (five persons)		147,197,366			26.06	%
Reyna & Associates, LLC (2)		71,382,576			12.64	%

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

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

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, 2011, 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.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

On December 3, 2012, RBSM LLP (“RBSM”) was dismissed as the Company's independent registered public accounting firm. As of December 3, 2012, the Company engaged Liggett, Vogt & Webb, P.A. (“LVW”) as its new independent registered public accounting firm.

During the year ended December 31, 2010, the Company was billed the following fees by RBSM:

	Year Ended December 31, 2011		Year Ended December 31, 2010
Audit Fees	$	-	$	33,375
Audit-related Fees		-		-0-
Tax Fees		-		-0-
All other fees		-		-0-
Total Fees	$	-	$	33,375

Since LVW was engaged in 2012, the firm has not billed any audit, audit-related, tax or other fees during the years ended December 31, 2011 and 2010.

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."

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.

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 2011 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 **

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

SIGNATURES

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

	US FUEL COPORATION
Date: August 23, 2013	By:	/s/ Harry Bagot
		Harry Bagot
		Chief Executive Officer (Authorized Signatory)

	US FUEL CORPORATION
Date: August 23, 2013	By:	/s/ William E. Chady
		William E. Chady
		Chief Financial Officer, Principal Accounting Officer (Authorized Signatory)

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

Signature	Title	Date
/s/ Harry Bagot	CEO, Director, President	August 23, 2013
Harry Bagot	(Principal Executive Officer)
/s/ William E. Chady	CFO, Director	August 23, 2013
William E. Chady	(Principal Financial/Accounting Officer)
		August 23, 2013
Stanley Drinkwater	Director

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