~~U.S.~~UNITED ~~Securities and Exchange Commission~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

~~[X]~~ x QUARTERLY REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~for the quarterly period ending September 30, 2012~~

[For ]the ~~TRANSITION~~Quarterly ~~REPORT~~Period ~~UNDER~~Ended ~~SECTION~~June ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~30, 2014

~~For the transition period from _____to_____~~or

~~Commission~~¨ TRANSITION ~~file~~REPORT ~~number 000-31959~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~U.S.FUEL~~For ~~CORPORATION~~the Transition Period from _________ to _________

~~(Name~~Commission offile ~~Small~~number: ~~Business Issuer in its Charter)~~000-31959

Nevada		0-31959		88-0433815
State of Incorporation)		Commission File No.		(IRS Employer Identification No.)

277 White Horse Pike, Ste.200, Atco, N.J.	08004
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, ( 856 ) 753 - 1046

(Registrant’s former name and address)

NUCLEAR SOLUTIONS,INC.

5505 Connecticut Ave., N.W. Ste.191, Washington, D.C.	20015
(Address of principal executive offices)	(Zip Code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

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 by Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

APPLICABLE ON TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by the court. Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of September 13, 2012 we had 264,402,076 shares of common stock issued and outstanding.

Page 1

Contents	Page No.
Part I – Financial Information	2
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
Item 4. Controls and Procedures	17
Part II – Other Information	18
Item 1. Legal Proceedings	18
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Submission of Matters to a Vote of Security Holders	20
Item 5. Other Information	20
Item 6. Exhibits	20
Signatures	21

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

US FUEL CORPORATION AND SUBSIDIARY

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011	3
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011 (Unaudited)	4
Condensed Consolidated Statements of Stockholders’ Equity Year ended December 31, 2011 and the nine months ended September 30, 2012 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7 - 14

This interim Report on SEC Form 10-Q for the period ending September 30, 2012 is filed by US Fuel Corporation in order to be in compliance with the terms of the Incubation Services Addendum of the Master Services Agreement executed by the Company with Global Private Funding on August 14, 2012 (the “Global Incubation Agreement”).

Under the provisions of the Global Incubation Agreement, US Fuel is undergoing a full audit of operations and procedures. This audit revealed that the Company had failed to file financial reports since May 24, 2010, when it filed a Form 10-Q for the period ending March 31, 2010. As an interim step in providing full disclosure of the Company activities, this Form 10-Q is being filed. The company will file additional historic financial information, to include Form 10-K Annual Reports for the years ending December 31, 2010 and 2011 prior to December 31, 2012. The Company will file a timely Form 10-K Annual Report for the year ending December 31, 2012.

ALL FINANCIAL INFORMATION IN THIS REPORT, INCLUDING THE INFORMATION ON THE YEAR ENDING DECEMBER 31, 2011 AND THE INFORMATION FOR THE PERIOD ENDING SEPTEMBER 30, 2012 IS UNAUDITED AND HAS NOT BEEN REVIEWED BY AN OUTSIDE CPA. THE INFORMATION WAS ASSEMBLED BY THE US FUEL CFO, WHO IS A CPA, AND WILL SERVE AS THE BASIS OF THE UPCOMING AUDIT OF CORPORATE FINANCIAL RECORDS.

ALL INFORMATION HEREIN IS SUBJECT TO MODIFICATION BASED UPON THE ONGOING AUDIT.

Page 2

US FUEL CORPORATION

~~AND~~(Exact ~~SUBSIDIARIES~~name of registrant as specified in its charter)

CONDENSED CONSOLIDATED BALANCE SHEETS

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

	Sept 30, 2012 (unaudited)			December 31, 2011 (unaudited)
ASSETS
Current assets:
Cash	$	0		$	0
Note Receivable		24,500			24,500
Total current assets		24,500			24,500
Property and equipment, net of accumulated depreciation of $ 15,529 and $12,847 as of September 30, 2012 and December 31, 2011, respectively		101,099			103,780
Other assets		1,800			1,800
Total assets	$	127,399		$	130,080
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	950,668		$	477,299
Accrued executive compensation		401,417			137,250
Advance payments received
Preferred Subscribed		245,000			245,000
Total current liabilities		1,597,085			859,549
Derivative liability		39,000			60,444
Total liabilities		1,636,085			919,993
Commitments and contingencies
Deficiency in stockholders' equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized,no shares issued and outstanding		6,042,081			6,042,081
Common stock, $0.0001 par value; 800,000,000 shares authorized, 264,402,076 issued and outstanding, as of September 30, 2012 and December 31, 2011, respectively.		9,789			9,789
Additional paid-in capital		19,964,510			19,964,510
Deferred equity based expense
Accumulated deficit		(28,034,467	)		(27,315,694	)
Deficiency in US Fuel. stockholders' equity		(2,018,087	)		(1,299,314	)
Noncontrolling Interest		509,401			509,401
Total deficiency in stockholders' equity		(1,508,686	)		(789,913	)
Total liabilities and deficiency in stockholders' equity	$	127,399		$	130,080

277 White Horse Pike #200

~~The~~Atco, ~~accompanying~~New ~~notes~~Jersey ~~are an integral part of the unaudited condensed consolidated financial statements.~~08004

~~Page~~(Address 3of principal executive offices) (zip code)

(856) 322-6527

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark 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 x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

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

As of August 14, 2014, there were 564,374,057 shares of registrant’s common stock outstanding.

US FUEL CORPORATION

~~AND SUBSIDIARIES~~INDEX

PART I.	FINANCIAL INFORMATION

	ITEM 1	Financial Statements

		Condensed consolidated balance sheets as of June 30, 2014 (unaudited) and December 31, 2013	3

		Condensed consolidated statements of losses for the three and six months ended June 30, 2014 and 2013 (unaudited)	4

		Condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013 (unaudited)	5

		Notes to condensed consolidated financial statements (unaudited)	6-14

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15-19

	ITEM 4.	Controls and Procedures	19

PART II.	OTHER INFORMATION

	ITEM 1.	Legal Proceedings	20
	ITEM 5.	Other Information	21
	ITEM 6.	Exhibits	21

	SIGNATURES		22

US FUEL CORPORATION AND SUBSIDIARIES

(formerly Nuclear Solutions, Inc. and subsidiaries)

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2014			2013
	(unaudited)
ASSETS
Current assets:
Cash	$	974		$	716

Total current assets		974			716

Property and equipment, net of accumulated depreciation of $19,416 and $18,070 as of June 30, 2014 and December 31, 2013, respectively		1,484			2,831
Total assets	$	2,458		$	3,547

LIABILITIES AND DEFICIENCY IN EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	2,787,856		$	2,730,054

Convertible notes payable, net		69,000			69,000

Derivative liability		103,656			55,630

Total current liabilities		2,960,512			2,854,684

Convertible note payable, long term		40,594			2,466

Note payable-related party, net		724,517			698,194

Total liabilities		3,725,623			3,555,344

Commitments and contingencies		-			-

Deficiency in equity:
Preferred stock, $0.001 par value; 50,000,000 shares authorized, -0- issued and outstanding		-			-
Common stock, $0.0001 par value; 800,000,000 shares authorized, 564,374,057 shares issued and outstanding as of June 30, 2014 and December 31, 2013		56,437			56,437

Additional paid-in capital		38,535,422			38,475,422

Accumulated deficit		(42,315,024	)		(42,083,656	)

Total deficiency in equity		(3,723,165	)		(3,551,797	)

Total liabilities and deficiency in equity	$	2,458		$	3,547

The accompanying notes are integral part of these unaudited condensed consolidated financial statements

US FUEL CORPORATION AND SUBSIDIARIES

(formerly Nuclear Solutions, Inc. and subsidiaries)

CONDENSED CONSOLIDATED STATEMENTS OF LOSSES

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
	2014			2013			2014			2013
Revenue	$	0-		$	0-		$	0-		$	0-
Executive compensation		114,083			43,750			320,167			87,500
Operating expenses:
Consulting		41,300			52,500			346,900			142,420
General and administrative		51,952			299,942			163,690			495,175
Legal and professional fees		30			47,999			100			85,499
Depreciation and amortization		673			673			1,347			1,347
General and administrative expenses		29,974			41,653			48,925			78,780
Total operating expenses		52,625			300,615			165,037			496,522
Depreciation and amortization		894			894			2,681			2,681
Loss from operations		(52,625	)		(300,615	)		(165,037	)		(496,522	)
		186,281			186,796			718,773			472,313
Other income (expense):
Net Loss from operations		(186,281	)		(186,796	)		(718,773	)		(472,313	)
Gain on change in fair value of derivative liability		2,952			-			5,831			-
Loss before provision for income taxes		(186,281	)		(186,796	)		(718,773	)		(472,313	)
Interest expense		(43,787	)		(13,724	)		(72,162	)		(27,448	)
Provision for income taxes		0
Loss before provision for income taxes		(93,461	)		(314,339	)		(231,368	)		(523,970	)
	$	(186,281	)	$	(186,796	)	$	(718,773	)	$	(472,313	)
Provision for income taxes		-			-			-			-
Add Net Loss attributable to the noncontrolling interest	$	0		$	0		$	0		$	0
Net loss	$	(93,461	)	$	(314,339	)	$	(231,368	)	$	(523,970	)
Net Loss attributable to Nuclear Solutions, Inc.common shareholders	$	(186,281	)	$	(186,796	)	$	(718,773	)	$	(472,313	)
Loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and diluted loss per share	$	(.000705	)	$	(.001891	)	$	(.002718	)	$	(.004781	)
Weighted average number of common shares outstanding, basic and diluted		564,374,057			564,374,057			564,374,057			564,374,057
Weighted average number of common shares outstanding, basic and diluted		264,402,076			98,794,498			264,402,076			98,794,498

The accompanying notes are an integral part of ~~the~~these unaudited condensed consolidated financial statements.

~~Page~~ 4

US FUEL CORPORATION AND SUBSIDIARIES

~~AND~~(formerly ~~SUBSIDIARIES~~Nuclear Solutions, Inc. and subsidiaries)

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~DEFICIENCY~~CASH ~~IN STOCKHOLDERS' EQUITY~~FLOWS

FOR THE PERIOD JANUARY 1, 2012 TO September 30, 2012

(unaudited)

	Common Stock Shares			Amount			Additional Paid - In Capital		Preferred Stock		Accumulated Deficit			Noncontrolling Interest		Total Deficiency in Stockholders' Equity
	Six months ended June 30,
Balance January 1, 2012		264,402,076		$	9,789		$	19,964,510	$	6,042,081	$	(27,315,694	)	$	509,401	$	(789,913	)
	2014			2013
Reclassification of derivative liability upon settlement
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(231,368	)	$	(523,970	)						~~(718,773~~	)				~~(718,773~~	)
Balance September 30, 2012		264,402,076		$	9,789		$	19,964,510	$	6,042,081	$	(28,034,467	)	$	509,401	$	(1508,686	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash compensation		60,000			-
Stock based compensation					-
Non cash interest		68,308			26,178
Gain on change in fair value of derivative		(5,831	)		-
Loss on deconsolidation					-
Depreciation and amortization		1,347			1,347
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		57,802			477,742
Decrease in deposits		-			-
Net cash used in operating activities:		(49,742	)		(18,703	)
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible note payable		50,000			-
Proceeds from related party advances		-			13,000
Net cash provided by operating activities:		50,000			13,000
Net increase (decrease) increase in cash		258			(5,703	)
Cash, beginning of period		716			6,250
Cash, end of period	$	974		$	547
Supplemental disclosures:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Fair value of services contributed by executive officers	$	60,000		$	-

The accompanying notes are an integral part of ~~the~~these unaudited condensed consolidated financial statements.

~~Page~~ 5

US FUEL CORPORATION AND SUBSIDIARIES

~~AND~~(FORMERLY ~~SUBSIDIARY~~NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

	For The Nine Months Ended September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(718,773	)	$	(472,313	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,681			2,681
Amortization of debt discount - beneficial conversion feature of convertible note and warrants
Change in fair value of derivative liability
Loss attributable to noncontrolling interest
Stock and warrants issued for services					6,042,081
Amortization of deferred compensation
Changes in operating assets and liabilities:
Prepaid Expenses
Other Assets
Accounts payable and accrued expenses		451,925			(4,368,350	)
Accrued executive compensation		264,167			(1,201,071	)
Advance payments received
Net cash used in operating activities					3,028
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities					(3,028	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock
Payment of Loans
Net cash provided by financing activities
Net increase/(decrease) in cash
Cash, beginning of period		0			0
Cash, end of period	$	0		$	0
Supplemental disclosures:
Cash paid for:
Interest	$			$
Income taxes	$			$
Non-cash investing and financial activities:
Amortization of debt discount - beneficial conversion feature of convertible note and warrants
Reclassification of derivative liability to equity upon settlement	$			$
Payment of debt and interest with common stock	$			$
Beneficial conversion discount	$			$
Payment of accrued expenses with common stock	$			$

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

Page 6

US FUEL CORPORATION

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~JUNE 30, ~~2012~~2014

(~~Unaudited~~unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

USNuclear ~~Fuel~~Solutions, ~~Corporation~~Inc. ("the "Company") was organized February 27, 1997 under the laws of the State of Nevada, as Stock Watch Man, Inc. ~~The~~On ~~initial~~September ~~business~~12, ~~strategy was to become an informative~~2001, ~~comprehensive~~the ~~and~~Company amended ~~user~~its ~~friendly~~articles ~~Internet-based~~of ~~financial~~incorporation ~~site~~to bychange ~~developing~~its ~~and~~name ~~then marketing a website through internet search engines and links~~ to ~~financial~~Nuclear ~~resources~~Solutions, Inc.

InOn ~~2001~~September 2, 2005, 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~~ formed a ~~Patent~~wholly ~~License~~owned ~~Agreement~~subsidiary, ~~that~~Fuel ~~involved~~Frontiers ~~new~~Inc.(“FFI”), ~~technologies believed~~ to bepursue ~~potentially~~alternative ~~effective~~fuel intechnology ~~the~~and ~~remediation of nuclear waste products.~~projects

On ~~September~~July 1231, ~~2001~~2006, the Company ~~amended~~formed ~~its~~a wholly ~~articles~~owned ofsubsidiary, ~~incorporation~~Liquidyne ~~to change its name to Nuclear Solutions~~Fuels, ~~Inc.~~which ~~(NSOL)~~has tono ~~ensure the corporate name properly reflected the new corporate business focus~~activity.

~~On September 2, 2005 NSOL formed a wholly owned subsidiary, Fuel Frontiers Inc.(“FFI”), to pursue alternative fuel technology and projects.~~ In ~~2009~~2008, the Nuclear Solutions Board of Directors elected to focus the ~~company~~Company exclusively on the production of synthetic fuels through the FFI subsidiary. Activities related to nuclear waste remediation was suspended.

On ~~July~~June 3110, ~~2006~~2011, the ~~company~~Company ~~formed~~name awas changed ~~wholly~~from ~~owned~~Nuclear ~~subsidiary,~~Solutions ~~Liquidyne~~to ~~Fuels,~~US ~~which~~Fuel ~~has~~Corporation, ~~had~~with noa ~~activity~~singular ~~through~~focus ~~September~~to 30design, ~~2012~~build, own and operate coal-to-liquid (“CTL”) facilities.

InOn ~~early~~September ~~2011~~30, ~~the Board of Directors became concerned that John Fairweather did not possess the interest needed to develop the coal-to-diesel projects because during his tenure as President & CEO~~2012, ~~there~~FFI was ~~no progress in the development of the Coal To Liquids facility to be located in Muhlenberg County reported to the Board of Directors~~dissolved. ~~Additionally, the Board became concerned that his actions were not in the best interests of the Company and its shareholders.~~

The ~~concern~~consolidated ~~about~~financial ~~Mr.~~statements ~~Fairweather’s actions arose when~~ include the ~~Board~~accounts ~~learned that, after a confidential Board discussion~~ of ~~strategy involving~~ the ~~litigation~~Company ~~in the Commonwealth of Kentucky, Franklin Circuit Court, Case No 10-CI-01548 filed by Scott Shrader against Nuclear Solutions, Fuel Frontiers~~ and ~~other~~its ~~individuals, Mr~~subsidiaries. ~~Fairweather~~All ~~revealed~~significant ~~that~~intercompany ~~confidential~~transactions ~~legal~~and ~~strategy~~balances ~~to Mr. Shrader. The Board believed that this breach of confidentiality may~~ have been ~~the~~eliminated ~~basis for the decision by Mr. Shrader to file an amended complaint~~ in ~~December 2010. While this was a significant cause for concern, it was not~~ the ~~reason~~consolidated ~~for~~financial Mrstatement. ~~Fairweather’s ultimate termination.~~

After the amended complaint was filed, the Company retained counsel in Kentucky to defend against claims which, in the opinion of the Board were without merit. Without authorization, Mr. Fairweather attempted to terminate the Company’s Kentucky counsel, an action that would have caused the Company to be in a position whereby it could not properly respond to the Amended Shrader Complaint and could have resulted in a default judgment being entered against the Company.

After learning of Mr. Fairweather’s actions in attempting to inappropriately terminate local counsel and further consideration of the overall state of corporate governance, as reflected in various Company Board minutes, on March 10, 2011, the Board of Directors suspended John Fairweather, for cause, from all duties and powers commensurate with the office of President and CEO, including the power to bind and represent the Company in any capacity, access to corporate bank accounts and records, and transfer or transmission of any and all corporate documents and material, except as explicitly authorized in writing by the Board of Directors. All duties and powers of President and CEO were assumed by the Board of Directors only to be delegated by the Board in writing. The suspension was for a period of 10-business days, to allow the Board time to determine the appropriate course of action.

On March 23, 2011, the last day of the suspension and after further consideration and deliberations on the matter, the Board of Directors of Nuclear Solutions, Inc., now US Fuel Corporation Inc., terminated John Fairweather for cause from all positions of responsibility including, President and Chief Executive Officer for Nuclear Solutions, Inc. and it's subsidiary Fuel Frontiers, Inc.

When Mr. Fairweather left the Company offices, he took with him a number of company files, records and computers, making it difficult to accurately determine the state of the Company. Mr. Fairweather refused to return the corporate materials and his actions are currently the subject of a case entitled The State of New Jersey v. John Fairweather, a criminal action pending in the Municipal Court of Waterford Township, Complaint number S 2012 00165, in which Mr. Fairweather is charged with theft of company property. At the first hearing of this matter on September 13, 2012, Mr. Fairweather failed to appear. On March 26, 2011, the Board of Directors of Nuclear Solutions, Inc. appointed Harry Bagot as a Director and as the new President and Chief Executive Officer of Nuclear Solutions, Inc. and Fuel Frontiers, Inc.

On April 3, 2011, NSOL formed an Executive Committee consisting of Stanley Drinkwater, Harry Bagot, William Chady and Kenneth Faith. The Executive Committee was formed to ensure that the Board of Directors could operate without interference from John Fairweather and to refocus the corporate purpose on the building of coal-to-diesel facilities.

Page 7

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

On May 13, 2011, the Board of Directors of Nuclear Solutions, Inc. hired William Chady, C.P.A. as the chief Financial Officer of the Corporation. Mr. Chady is also a member of the Board of Directors of the corporation.

On June 10, 2011, the US Fuel Board of Directors passed a series of resolutions, including

1. Amending the US Fuel Articles of Incorporation

2. Amending the US Fuel Bylaws

3. Changing the company name from Nuclear Solutions, Inc. to US Fuel Corporation

4. Authorizing the change of the corporate trading symbol

5. Increasing the amount of stock authorized to be issued; and

6. Ratifying a stock purchase agreement with G & A CAPITAL DEVELOPMENT, LLC..

One of the provisions of the G & A Capital agreement was:

2.1 (g) Appointment of Independent Executive Committee Member: As soon as practical, but no later than 30 days after the date of this agreement, the COMPANY will nominate an independent member to the Executive Committee, as established by the Board of Directors. Nominee shall only be seated to the Executive Committee with the prior written consent of the PURCHASER.

On June 24, 2011, Robert Schwartz was appointed to the Executive Committee as the independent member required under the G & A Capital stock purchase agreement.

In late May 2011, Mr. Bagot began discussion with Paul Adams and Steve Luck regarding development of a project plan and securing financing. As background, Mr. Adams and Mr. Luck had worked with NSOL in 2008 on project planning and financing and again during the summer of 2010 with Mr. Fairweather. In the summer of 2010, Mr. Adams developed an advanced draft of a project plan and Mr. Luck had identified a potential funding source for the project described in that plan, but Mr. Fairweather broke contact with Mr. Adams and Mr. Luck in September 2010.

Starting in June 2011, Mr. Bagot, Mr. Adams and Mr. Luck picked up from the earlier efforts and began working together to develop and refine a project plan that could be financed. Those discussions resulted in a formal consulting contract, executed on December 1, 2011. The key to the new plan being developed was to focus on a smaller, scalable facility, as financing was problematic for the typical large-scale plants previously considered by the Company.

A formal technology survey commenced in January 2012, leading to technology selections in June 2012.

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

On June 29, 2012, US Fuel executed a non-binding project financing term sheet with Berkeley House Investments (BHI) in a total amount of $76,817,138. Berkeley House International Ltd is a specialist project financier with offices in Australia and the United Kingdom offering lending solutions to project owners worldwide. To take advantage of the financing offered in the term sheet, the Company needed to arrange bridge financing of approximately $4,500,000 and arrange a credit enhancement deposit of approximately $12,000,000. The Credit Enhancement Deposit will be utilized by BHI to commence the aggregation of the loan facility via its credit enhancement programs used to facilitate financing.

On July 19, 2012, the Company executed a Strategic Alliance with its project technology partners, Pyrolyzer, Inc. and Preon Power, “to collaborate in the development of renewable energy projects, with a special focus on Coal to Diesel projects. The Parties seek to exploit each other’s expertise, relationships and sales channels to the mutual benefit of all Parties.”

On July 27, 2012, Shaw Environmental & Infrastructure, Inc. delivered to US Fuel the report on Shaw’s Phase I Environmental Site Assessment of the site in Central City, Kentucky, selected by US Fuel for the first US Fuel coal to diesel project. This report, prepared in conformance with the scope and limitations of ASTM Practice E1527, was requested as part of US Fuel’s pre-acquisition due diligence and revealed no evidence of recognized environmental conditions in connection with the Property. It did note that the property included areas formerly designated as wetlands and advised to ensure all applicable wetlands related requirements are followed, should facility construction activities impact those wetlands.

On August 6, 2012, 2,000 pounds of coal was shipped from Muhlenberg County, Kentucky to the pilot plant in Germany for testing in order to begin facility engineering. The coal is expected to arrive in Germany in mid-October.

On August 14, 2012, US Fuel entered into a Master Services Agreement with Global Private Funding, Inc., which included the following:

Page 8

Business Incubation Services.

Under the provisions of the US Fuel - Global Business Incubation Addendum to the Master Services Agreement, Global will assist US Fuel

• To establish or enhance business relationships and increase revenue, licensing, channel partnerships, or distribution opportunities for US Fuel products, services and intellectual properties, including all future derivations of the same; and

• To promote US Fuels’ business enterprise including strategic planning, required management restructuring, contingency planning and implementation oversight and financial oversight.

In addition, Global will

• Provide oversight to US Fuel relating to services such as accounting, payroll, materials management, sourcing, marketing, public relations, event planning and facilities management and

• Take steps to ensure and preserve the integrity of US Fuel’s business enterprise, by conducting, in its sole discretion, background checks, qualification reviews, interviews and performance reviews of Client's employees, suppliers, vendors and others who receive payment from US Fuel business or may have impact on the brand, operation or finances of US Fuel.

Legal & Compliance Services

Under the provisions of the Legal & Compliance Addendum to the Master Services Agreement, Global will assist US Fuel in the management of Client's legal and compliance matters to reduce the potential that Client's legal matters will interfere with business operations and development. As part of this agreement, US Fuel shall not enter into any contract without Global's review and written approval.

Underwriting Services

Under the provisions of the Borrowers Addendum to the Master Services Agreement, for the purposes of supporting US Fuel’s working capital, and at Global's sole discretion, Global may elect in writing to underwrite or finance certain costs and expenses incurred by Global on Client's behalf that would otherwise be immediately reimbursable to Global. US Fuel will have the obligation to reimburse Global for any such underwriting.

On September 10, 2012, the Board of Directors took the following actions

1. Voted unanimously to hire Paul Adams as Chief Operating Officer of US Fuel Corporation along with all of the obligations and benefits associated with the position. Mr. Bagot as CEO was given full authority to execute an employment contract with Mr. Adams.

2. Voted unanimously to nominate Mr. Stephen Luck to the Board of Directors along with all of the obligations and benefits associated with the position.

3. Unanimously approved the decision by Mr. Bagot as CEO to execute a quit claim deed to resolve the quiet title action pending between the Company and Scott Schrader.

4. The board was informed by G & A Capital that, because of its confidence in the new US Fuel management team and Board of Directors, it no longer needed an independent member on a US Fuel Executive Committee. Accordingly, the Board unanimously and reluctantly accepted the resignation of Mr. Robert Schwartz from the Executive Committee. The Board’s reluctance in accepting Mr. Schwartz’ resignation was because he had been instrumental in the successful effort to reposition the company and recover from the problems discovered in early 2011 regarding corporate governance.

5. The Board having concluded that the Executive Committee had accomplished its purpose and was no longer needed, voted unanimously to dissolve that committee.

6. Unanimously approves the dissolution of FFI. The nature of the dissolution is such, that the technology embedded in FFI has been deemed unfeasible and completely un-financeable at this time. Management, under Mr. Harry Bagot's direction, has adopted a more modular and easily expandable approach.

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

8. Unanimously agreed that, in the event of a dead lock vote of the Board of Directors, Mr. Stanley Drinkwater will cast the tie breaking vote. G&A Capital also has agreed to this provision as majority shareholder and has also agreed to proxy their votes to Mr. Stanley Drinkwater if required.

On September 10, 2012, the Company launched a new and updated website and retained the services of a webmaster.

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

On September 17, 2012, the Company filed an unaudited SEC Form 10Q for the period ending June 30, 2012.

On September 20, 2012, OTC Markets removed the label of “Caveat Emptor”, also known as the “Skull and Crossbones” from the US Fuel Corporation stock.

Page 9

The current Company management team consists of

Harry Bagot, President & CEO

Paul F. Adams, COO

William E. Chady, CFO

Gary Sparks, Lead Project Manager

Board of Directors

Stanley Drinkwater II, Esq., Chairman of the Board

Harry Bagot

William E. Chady

Stephen Luck

Two board members will be nominated by Global by December 31, 2012.

The consolidated financial statements include the accounts of the Company and its subsidiaries; although Fuel Frontiers, Inc. was dissolved effective September 12, 2012, financial information regarding Fuel Frontiers is included in these consolidated financial statements. All significant intercompany transactions and balances have been eliminated in the consolidated financial statement.

Business

The business of US Fuel Corporation is to acquire and develop the intellectual property necessary to support the construction of multiple, scalable facilities capable of producing alternative fuels, with a primary feedstock of ~~coal~~gas. The current project plan involves engineering a unique combination of technologies as the core of a scalable process to support multiple production facilities. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent of the establishment of a new business enterprise.

~~Basis~~NOTE of2 ~~Presentation~~– SIGNIFICANT ACCOUNTING POLICIES

~~The~~Interim ~~accompanying~~Financial unaudited condensed consolidated financial statements have been prepared in accordance with Instructions to Form 10-Q and Regulation S-X promulgated by the Securities and Exchange Commission and do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, these interim financial statements include all adjustments, which include only normal recurring adjustments, necessary in order to make the financial statements not misleading. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year.Statements

The ~~Company~~unaudited ~~has~~condensed ~~failed~~consolidated ~~to file timely~~ interim financial ~~reports,~~statements ~~with~~of ~~its~~the ~~last~~Company ~~Quarterly~~have ~~Report~~been ~~being~~prepared ~~filed~~in onaccordance ~~Form~~with ~~10-Q~~accounting onprinciples ~~May~~generally ~~24,~~accepted ~~2010~~in ~~for~~ the ~~period~~United States ~~ending~~(“GAAP”) ~~March~~for ~~31,~~interim ~~2010. The~~financial ~~Company~~information ~~intends~~and ~~to file an Interim Annual Report for~~ the ~~year~~instructions ~~ended~~to ~~December~~Form ~~31,~~10-Q ~~2011;~~and ~~because~~Rule ~~corporate~~8-03 ~~records~~of ~~are~~Regulation ~~being reconstructed~~S-X. Accordingly, ~~this~~they ~~will~~do not beinclude anall ~~audited~~of ~~Annual~~the ~~Report~~information and itfootnotes ~~will~~required beby ~~amended~~GAAP ~~when~~for ~~corporate~~complete ~~audits~~financial ~~are completed~~statements. ~~The~~ ~~Company~~In ~~will~~the opinion ~~also~~of ~~file a fully audited Annual Report for 2010~~management, asall ~~quickly~~adjustments as(consisting ~~possible~~of ~~after~~normal ~~reconstructing~~recurring ~~records~~accruals) ~~sufficiently~~considered tonecessary ~~ensure that accurate historical information is provided~~ for ~~that~~a ~~period. All~~fair ~~interim~~presentation ~~reports~~have been ~~are being filed in order for the Company to be in compliance with its obligations under it Incubation Services Agreement with Global Private Funding, executed on August 14, 2012~~included. ~~Information is subject to change as the audit progresses.~~

~~NOTE~~The 2condensed -consolidated ~~ACCOUNTING~~balance ~~POLICIES~~sheet as ~~AND~~of ~~PROCEDURES~~December 31, 2013 contained herein has been derived from audited financial statements.

Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 included in the Company’s Form 10 filed with the Securities and Exchange Commission (“SEC”) on June 9, 2014.

US FUEL CORPORATION AND SUBSIDIARIES

(FORMERLY NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

(unaudited)

Basis of presentation

The Company is devoting substantially all of its efforts to establishing a new business and while planned principal development operations have commenced there has been no revenue generated from sales, license fees or royalties; accordingly the Company is considered a development stage enterprise. The Company’s consolidated financial statements are presented in accordance with authoritative accounting guidance related to a development stage enterprise and which provides that financial position, results of operations and cash flows of a development stage enterprise be presented in conformity with generally accepted accounting principles that apply to established operating enterprises.

The Company's primary efforts are devoted to acquiring and developing the intellectual property necessary to support the construction of multiple, scalable facilities capable of producing alternative fuels, with a primary feedstock of gas. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company requires additional financing to fund its working capital deficiency and future operations. Further, the Company does not have any commercial products available for sale and there is no assurance that the Company will be able to generate cash flow to fund operations.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has reported net losses of $231,368 and $523,970 for the six month periods ended June 30, 2014 and 2013, respectively, accumulated deficit of $42,315,024 and total current liabilities in excess of current assets of $2,959,538 as of June 30, 2014.

The Company does not have any revenues from operations and will be dependent on funds raise to satisfy its ongoing capital requirements for at least the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company 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, the Company may be unable to implement its current plans for expansion or respond to competitive pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.

The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Revenue Recognition

Revenues are recognized in the period that services are provided. For revenue from product sales, the Company recognizes revenue in accordance with ~~Staff~~Financial Accounting ~~Bulletin~~Standards Board ~~No. 104,~~ (“~~Revenue Recognition~~FASB” ~~("SAB104"~~), ~~which~~Accounting ~~superseded~~Standards ~~Staff~~Codification ~~Accounting~~(“ASC”) ~~Bulletin~~Topic ~~No.~~605 ~~101,~~ “Revenue Recognition ~~in Financial Statements~~” ~~("SAB101")~~. ~~SAB~~ASC 605 ~~101~~ 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.

SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), “Multiple-Deliverable Revenue Arrangements”. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's consolidated financial position and results of operations was not significant.7

~~Licensing~~US ~~fee~~FUEL ~~income~~CORPORATION ~~generally~~AND is being recognized ratably over the term of the license. The Company's management has determined that the collectibility and length of time to collect the remaining contracted price due from its licensee cannot be reasonably assured. Accordingly, revenues will be recognized as collected.SUBSIDIARIES

~~Page~~(FORMERLY 10NUCLEAR SOLUTIONS ,INC AND SUBSIDIARIES)

~~Use~~NOTES ofTO ~~Estimates~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~JUNE ~~preparation~~30, 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. 2014

~~Loss Per Share~~(unaudited)

~~The~~Use ~~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. At September 30, 2012, and 2011, the Company had no potentially dilutive securities, respectively.~~estimates

~~Liquidity~~The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Significant estimates include the useful life of fixed assets, derivative liabilities, debt discounts and assumptions used in the fair value of stock-based compensation.

AsIncome shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred net losses of $186,281 and $186,796 during the three month periods ended September 30, 2012 and 2011, respectively. The Company's current liabilities exceeded its current assets by $1,508,686 as of September 30, 2012. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise.taxes

~~Fair~~Income ~~Value~~tax ~~Accounting~~provisions or benefits for interim periods are computed based on the Company’s estimated annual effective tax rate. Based on the Company's historical losses and its expectation of continuation of losses for the foreseeable future, the Company has determined that it is more likely than not that deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance. As the Company anticipates or anticipated that its net deferred tax assets at December 31, 2014 and 2013 would be fully offset by a valuation allowance, there is no federal or state income tax benefit for the periods ended June 30, 2014 and 2013 related to losses incurred during such periods.

InStock ~~September~~Based 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of FAS 157 were adopted January 1, 2008. In February 2008, the FASB staff issued Staff Position No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The provisions of FSP FAS 157-2 are effective for the Company’s fiscal year beginning January 1, 2009.Compensation

~~FAS~~The ~~157~~Company ~~establishes~~accounts afor ~~fair~~its ~~value~~stock ~~hierarchy~~based compensation ~~that~~under ~~prioritizes~~ASC ~~the~~718-10, ~~inputs~~“Compensation-Stock toCompensation”, ~~valuation~~which ~~techniques~~was ~~used~~adopted toin ~~measure~~2006, using fair value based method. ~~The~~Under ~~hierarchy~~this ~~gives~~method, compensation cost is measured at the ~~highest~~grant ~~priority~~date tobased ~~unadjusted~~on ~~quoted~~the ~~prices~~value inof ~~active~~the ~~markets~~award ~~for~~and ~~identical~~is ~~assets~~recognized orover the ~~liabilities~~service ~~(Level~~period, 1which ~~measurements)~~is ~~and~~usually the ~~lowest~~vesting ~~priority~~period. toThis ~~unobservable~~guidance ~~inputs~~establishes ~~(Level~~standards 3for ~~measurements)~~the accounting for transactions in which an entity exchanges it equity instruments for goods or services. ~~The~~It ~~three~~also ~~levels~~addresses oftransactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value ~~hierarchy~~of ~~under~~the ~~FAS~~entity's ~~157~~equity ~~are~~instruments ~~described~~or ~~below:~~that may be settled by the issuance of those equity instruments.

Level 1		Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Net loss per share

The ~~following table sets forth the~~ Company’s ~~financial~~accounts ~~liabilities~~for ~~measured~~net atloss ~~fair~~per ~~value~~share in byaccordance ~~level~~with ~~within~~Accounting ~~the~~Standards ~~fair~~Codification ~~value~~subtopic ~~hierarchy.~~260-10, AsEarnings ~~required~~Per byShare ~~FAS~~(“ASC ~~157~~260-10”), ~~assets~~which ~~and~~requires presentation ~~liabilities~~of ~~are~~basic ~~classified~~and indiluted ~~their~~earnings ~~entirety~~per ~~based~~share (“EPS”) on the ~~lowest~~face ~~level~~ of ~~input that is significant to~~ the ~~fair~~statement ~~value~~of ~~measurement.~~operations ~~The~~for ~~Company~~all ~~designates~~entities with ~~cash~~complex ~~equivalents~~capital asstructures ~~Level~~and 1.requires Asa reconciliation of ~~September~~the ~~30,~~numerator ~~2012~~ and ~~December~~denominator ~~31,~~of ~~2010,~~ the ~~Company~~basic ~~did~~EPS ~~not~~computation ~~have~~to the ~~any~~numerator ~~cash~~and ~~equivalents,~~denominator ~~therefore~~of ~~there~~the ~~were~~diluted ~~no assets measured at fair value~~EPS.

	Fair Value at September 30, 2012
	Total		Level 1		Level 2		Level 3
Liabilities:
Conversion option liability	$	0	$	-	$	0	$	-

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of potentially issuable common shares such as those related to our issued convertible debt.

~~The~~Derivative ~~Company’s~~Instrument conversion option liability is valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs. These financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy.Liability

The ~~table~~Company ~~below~~accounts ~~sets~~for ~~forth~~derivative ainstruments in ~~summary~~accordance ofwith ~~changes~~ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative ~~Company’s~~instruments ~~Level~~depends 3on ~~financial~~whether ~~liabilities~~the ~~(detachable~~derivatives ~~warrants~~qualify as hedge relationships and ~~conversion~~the ~~option~~types ~~liabilities)~~of ~~for~~relationships designated are based on the ~~six~~ ~~months~~exposures ~~ended September~~hedged. At June 30, ~~2012~~2014 and December 31, 2013, the Company did not have any derivative instruments that were designated as hedges.

Balance at beginning of period	$	0
Change in fair value of conversion option
Reclassification to equity upon repayment of debt
Balance at end of period	$	0

~~Page~~US 11FUEL CORPORATION AND SUBSIDIARIES

~~The~~(FORMERLY ~~total~~NUCLEAR ~~amount~~SOLUTIONS ~~of the changes in fair value for the period was included in net loss as a result of changes in the Company’s stock price from December 31~~,INC ~~2011.~~AND SUBSIDIARIES)

InNOTES ~~February~~TO ~~2007,~~CONDENSED ~~the~~CONSOLIDATED FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of FAS 159 were adopted January 1, 2008. The Company did not elect the Fair Value Option for any of its financial assets or liabilities, and therefore, the adoption of FAS 159 had no impact on the Company’s unaudited condensed consolidated financial position, results of operations or cash flows.FINANCIAL STATEMENTS

~~New~~JUNE ~~Accounting~~30, ~~Pronouncements~~2014

~~In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 ”~~ (~~SFAS 160~~unaudited). SFAS 160 requires that non-controlling (or minority) interests in subsidiaries be reported in the equity section of the company’s balance sheet, rather than in a mezzanine section of the balance sheet between liabilities and equity. SFAS 160 also changes the manner in which the net income of the subsidiary is reported and disclosed in the controlling company’s income statement. SFAS 160 also establishes guidelines for accounting or changes in ownership percentages and for deconsolidation. SFAS 160 is effective for financial statements for fiscal years beginning on or after December 15, 2008 and interim periods within those years. The adoption of SFAS 160 did not have a material impact on our consolidated financial position, results of operations or cash flows.

InFair March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133 ” (SFAS 161). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of SFAS 161 did not have a material impact on our consolidated financial position, results of operations or cash flows.Value

InAccounting ~~May~~Standards ~~2008~~Codification subtopic 825-10, ~~the~~Financial ~~FASB~~Instruments ~~issued~~(“ASC ~~SFAS~~825-10”) ~~No.~~requires ~~162,~~disclosure ~~“The~~of ~~Hierarchy~~the offair ~~Generally~~value ~~Accepted~~of ~~Accounting~~certain ~~Principles~~financial instruments.~~” This~~ The ~~Statement~~carrying ~~identifies~~value ~~the~~of ~~sources~~cash ofand ~~accounting~~cash ~~principles~~equivalents, accounts payable and ~~the~~accrued ~~framework~~liabilities, ~~for~~and ~~selecting~~short-term borrowings, as reflected in the ~~principles~~balance tosheets, beapproximate ~~used~~fair invalue because of the ~~preparation~~short-term maturity of these instruments. All other significant financial assets, ~~statements~~financial ofliabilities ~~nongovernmental~~and ~~entities~~equity ~~that~~instruments of the Company are ~~presented~~either recognized or disclosed in ~~conformity~~the financial statements together with ~~generally~~other ~~accepted~~information ~~accounting~~relevant ~~principles~~for ~~(GAAP)~~making ina ~~the~~reasonable ~~United~~assessment ~~States~~of ~~(the~~future ~~GAAP~~cash ~~hierarchy). This~~flows, ~~Statement~~interest ~~will~~rate ~~not~~risk ~~have~~and ancredit risk. ~~impact~~Where onpracticable the ~~Company’s~~fair values of financial ~~statements~~assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

InThe ~~June~~company ~~2008,~~follows ~~the~~Accounting ~~FASB~~Standards Codification ~~issued~~subtopic ~~Emerging Issues Task Force No. 07~~820-~~5 (EITF 07-5)~~10, ~~Determining~~Fair ~~Whether~~Value anMeasurements ~~Instrument~~and ~~(or~~Disclosures ~~Embedded Feature) is Indexed to an Entity’s Own Stock. EITF 07-5 requires entities to evaluate whether an equity-linked financial instrument~~ (or“ASC ~~embedded feature~~820-10”) ~~is indexed to its own stock by assessing the instrument’s contingent exercise provisions~~ and ~~settlement provisions. Instruments not indexed to their own stock fail to meet the scope exception of Statement of Financial~~ Accounting Standards ~~No.~~Codification subtopic ~~133~~825-10, ~~“Accounting~~ ~~for~~Financial ~~Derivative~~ Instruments ~~and~~(“ASC ~~Hedging Activities~~825-10” ~~, paragraph 11(a~~), ~~and~~which ~~should~~permits beentities ~~classified as a liability and marked-~~to~~-market.~~ ~~The~~choose ~~statement is effective for fiscal years beginning after December 15, 2008 and is~~ to bemeasure ~~applied~~many tofinancial ~~outstanding~~ instruments and ~~upon~~certain ~~adoption~~other ~~with~~items ~~the~~at ~~cumulative~~fair ~~effect of the change in accounting principle recognized as an adjustment to the opening balance of retained earnings~~value. ~~The~~Neither ~~adoption~~ of ~~this~~these ~~pronouncement~~statements ~~will~~had ~~not~~an ~~have a significant~~ impact on the Company’s ~~consolidated~~ financial position, ~~and~~ results of operations nor cash flows.

InRecent ~~January~~Accounting 2009, the FASB issued Financial Statement of Position (“FSP”) Issue No. EITF No. 99-20-1, “ Amendments to the Impairment Guidance of EITF Issue No. 99-20 ” (“FSP EITF No. 99-20-1”). FSP EITF No. 99-20-1 amends the impairment guidance in EITF Issue No. 99-20, “ Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue to be Held by a Transferor in Securitized Financial Assets ” to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The Company adopted FSP EITF No. 99-20-1 and it did not have a material impact on the consolidated financial statements.Pronouncements

~~Effective~~The ~~January~~FASB 1,has ~~2009~~issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the ~~Company~~Terms ~~adopted~~of an Award Provide That a Performance Target Could Be Achieved after the ~~Financial~~Requisite ~~Accounting~~Service ~~Standards~~Period. ~~Board's~~This ~~Staff~~ASU ~~Position~~requires ~~(FSP)~~that ona performance target that affects vesting, and that could be achieved after the ~~Emerging~~requisite ~~Issues~~service ~~Task~~period, ~~Force~~be ~~(EITF)~~treated ~~Issue~~as Noa performance condition. ~~03-6-1~~As such, “the ~~Determining~~performance target ~~Whether~~should ~~Instruments~~not ~~Granted~~be reflected in ~~Share-Based~~estimating ~~Payment~~the ~~Transactions~~grant ~~are~~date ~~Participating~~fair ~~Securities~~value of the award.~~” The~~ ~~FSP~~This ~~required~~update further clarifies that ~~all~~compensation cost ~~unvested~~should ~~share-based~~be ~~payment~~recognized ~~awards~~in ~~that~~the ~~contain~~period ~~non-forfeitable~~in ~~rights~~which toit ~~dividends~~becomes ~~should~~probable that the performance target will be ~~included~~achieved inand should represent the ~~basic~~compensation ~~Earnings~~cost ~~Per~~attributable ~~Share~~to the period(~~EPS~~s) ~~calculation~~for which the requisite service has already been rendered. ~~This~~. ~~standard~~The ~~did~~amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not ~~affect~~yet determined the ~~unaudited~~effect of the adoption of this standard and it is expected to have a material impact on the Company’s condensed consolidated financial position orand results of operations.

InThe ~~April 2009, the~~ FASB has issued ~~FSP~~ASU ~~FAS~~ No. ~~115~~2014-209, ~~and~~Revenue from ~~FAS~~Contracts Nowith Customers. ~~124~~This ASU supercedes the revenue recognition requirements in Accounting Standards Codification 605 -2, “Revenue Recognition and ~~Presentation~~most ~~of Other~~industry-~~Than-Temporary~~specific ~~Impairments~~guidance ”throughout ~~(“FSP~~the ~~FAS No~~Codification. ~~115-2”).~~The ~~FSP~~standard ~~FAS~~requires ~~No.~~that ~~115-2~~an ~~provides~~entity recognizes ~~guidance~~revenue into ~~determining~~depict ~~whether~~the ~~impairments~~transfer inof ~~debt~~promised ~~securities~~goods ~~are~~or ~~other~~services ~~than~~to ~~temporary,~~customers ~~and~~in ~~modifies~~an amount that reflects the ~~presentation~~consideration to ~~and~~which ~~disclosures~~the ~~surrounding~~company ~~such~~expects ~~instruments~~to be entitled in exchange for those goods or services. This ~~FSP~~ASU is effective ~~for~~on ~~interim~~January ~~periods~~1, ~~ending~~2017 ~~after~~and should ~~June~~be ~~15,~~applied ~~2009,~~retrospectively ~~but~~to ~~early~~each ~~adoption~~prior isreporting ~~permitted~~period ~~for~~presented ~~interim~~or ~~periods~~retrospectively ~~ending~~with ~~after~~the ~~March~~cumulative ~~15,~~effect ~~2009~~of initially applying the ASU recognized at the date of initial application. The ~~adoption~~Company has not yet determined the effect of the adoption of this standard ~~during~~and ~~the~~it ~~second~~is ~~quarter~~expected ofto ~~2009~~have ~~had~~a nomaterial impact on the Company’s condensed consolidated financial position or and results of operations.

InThe ~~April~~Company ~~2009,~~has ~~the~~adopted ~~FASB~~Accounting ~~issued~~Standards Update ~~FSP~~(ASU) ~~FAS~~ No. ~~157~~2014-410, ~~“Determining~~Development ~~Fair~~Stage ~~Value~~Entities ~~When~~(Topic ~~the~~915): ~~Volume~~Elimination ~~and Level~~ of ~~Activity~~Certain ~~for~~Financial ~~the~~Reporting ~~Asset~~Requirements, orIncluding an ~~Liability~~Amendment ~~Have~~to ~~Significantly~~Variable ~~Decreased~~Interest ~~and~~Entities ~~Identifying~~Guidance ~~Transactions~~in ~~That~~Topic ~~Are~~810, ~~Not Orderly ” (“FSP FAS No~~Consolidation. ~~157-4”).~~The ~~FSP~~amendments ~~FAS No. 157-4 provides additional guidance~~ in ~~determining~~this ~~whether~~ASU ~~the~~remove ~~market~~all ~~for a~~ incremental financial ~~asset~~reporting isrequirements ~~not~~from ~~active and a transaction is not distressed for fair value measurement purposes as defined in SFAS No~~U. ~~157, “ Fair Value Measurements~~ S.” ~~FSP~~GAAP ~~FAS No. 157-4 is effective~~ for ~~interim~~development ~~periods~~stage ~~ending after June 15~~entities, ~~2009,~~including ~~but early adoption is permitted for interim periods ending after March 15, 2009. The adoption of this standard during~~ the ~~second~~removal ~~quarter~~ of ~~2009~~Topic ~~had~~915, noDevelopment Stage ~~impact~~Entities, onfrom the ~~Company’s~~FASB ~~consolidated~~Accounting ~~financial~~Standards ~~position or results of operations~~Codification™.

In April 2009, the FASB issued FSP FAS No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments ” (“FSP FAS No. 107-1 and APB 28-1”). This FSP amends FASB Statement No. 107, “Disclosures about Fair Values of Financial Instruments,” to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. APB 28-1 also amends APB Opinion No. 28, “ Interim Financial Reporting ,” to require those disclosures in all interim financial statements. This standard is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The adoption of this standard during the second quarter of 2009 had no impact on the Company’s consolidated financial position or results of operations.9

~~Page~~US 12FUEL CORPORATION AND SUBSIDIARIES

~~In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”~~ (~~“SFAS No. 165”).~~FORMERLY ~~SFAS No. 165~~NUCLEAR ~~establishes~~SOLUTIONS general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 will be effective for interim and annual financial periods ending after June 15,INC 2009. The Company adopted SFAS No. 165 during the three months ended June 30, 2009 and evaluated subsequent events through the issuance date of the financial statements. SFAS No. 165 did not have a material impact on the Company’s consolidated financial position or results of operations.AND SUBSIDIARIES)

InNOTES ~~June~~TO ~~2009,~~CONDENSED ~~the~~CONSOLIDATED FASB issued SFAS No. 166, “Accounting for Transfers and Servicing of Financial Assets – an amendment of SFAS Statement No. 140 ” (“SFAS No. 166”). SFAS No. 166 will require more information about transferred of financial assets and where companies have continuing exposure to the risks related to transferred financial assets. SFAS 166 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or January 1, 2010 for companies reporting earnings on a calendar-year basis.FINANCIAL STATEMENTS

InJUNE ~~June 2009~~30, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS No. 167”). SFAS No. 167 will change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. Under SFAS No. 167, determining whether a company is required to consolidate an entity will be based on, among other things, an entity's purpose and design and a company's ability to direct the activities of the entity that most significantly impact the entity's economic performance. SFAS 167 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or January 1, 2010 for companies reporting earnings on a calendar-year basis.2014

~~In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principals – a replacement of FAS No.162 ”~~ (~~“SFAS No. 168”~~unaudited). SFAS 168 represents the last numbered standard to be issued by FASB under the old (pre-Codification) numbering system, and amends the GAAP hierarchy. On July 1, FASB will launch new FASB’s Codification (full name: the FASB Accounting Standards Codification TM.) The Codification will supersede existing GAAP for nongovernmental entities; governmental entities will continue to follow standards issued by FASB's sister organization, the Governmental Accounting Standards Board (GASB). This pronouncement has no effect on the Company’s financial statements.

~~Other~~A ~~recent~~development ~~accounting~~stage ~~pronouncements~~entity ~~issued~~is byone ~~the~~that devotes ~~FASB~~substantially ~~(including~~all of its ~~Emerging~~efforts ~~Issues~~to ~~Task~~establishing ~~Force),~~a ~~the~~new ~~AICPA,~~business and ~~the~~for ~~SEC~~which: ~~did~~(a) planned principal operations have not, commenced; or ~~are~~(b) ~~not~~planned ~~believed~~principal byoperations ~~management~~have tocommenced, but have aproduced ~~material~~no ~~impact~~significant onrevenue. ~~the~~For ~~Company's~~example, many ~~present~~start-ups or ~~future~~even ~~unaudited~~long-lived ~~condensed~~organizations ~~consolidated~~that ~~financial~~have ~~statements~~not yet begun their principal operations or do not have significant revenue would be identified as development stage entities.

~~NOTE~~For 3public -business ~~GOING~~entities, ~~CONCERN~~the presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015, early adoption is permitted. We have elected to adopt the provisions of this ASU early. Accordingly all of the past disclosures and presentations on development stage accounting have been eliminated.

~~The~~There ~~accompanying~~are ~~unaudited~~various ~~condensed~~other ~~consolidated~~updates ~~financial statements have been prepared on a going concern basis~~recently issued, ~~which~~most ~~contemplates the realization~~ of ~~assets~~which ~~and~~represented ~~the~~technical ~~settlement~~corrections ofto ~~liabilities and commitments in~~ the ~~normal~~accounting ~~course~~literature ofor ~~business.~~application Asto ~~reflected~~specific inindustries ~~the accompanying unaudited condensed consolidated financial statements, the Company has a net loss of $718,773 during the nine months ended September 30, 2012~~ and are anot ~~working~~expected ~~capital deficiency of $1,572,585 and a stockholders' deficiency of $1,508,686 at September 30, 2012.. These factors raise substantial doubt about its ability~~ to ~~continue as~~ a ~~going~~have ~~concern. The ability of the Company to continue as~~ a ~~going~~material ~~concern~~impact ~~is dependent~~ on the Company's ~~ability to raise additional funds and implement its business plan. The accompanying unaudited condensed consolidated~~ financial ~~statements~~position, doresults ~~not~~of ~~include~~operations ~~any~~or ~~adjustments~~cash ~~that might be necessary if the Company is unable to continue as a going concern.~~flows

~~The~~NOTE ~~Company~~3 is- ~~actively~~PROPERTY ~~pursuing~~AND additional equity financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its effort to secure additional equity financing.EQUIPMENT

IfProperty ~~operations~~ and ~~cash~~equipment ~~flows~~at ~~continue~~June ~~to improve through these efforts~~30, ~~management~~2014 ~~believes~~and ~~that~~December ~~the Company can continue to operate. However~~31, no2013 consists ~~assurance~~of ~~can be given that management's actions will result in profitable operations or~~ the ~~resolution of its liquidity problems.~~following:

The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. Management anticipates the Company will attain profitable status and improve its liquidity through the continued developing, marketing and selling of its services and additional equity investment in the Company.

	June 30, 2014			December 31, 2013
Fixtures and equipment	$	20,902			20,902
Less: accumulated depreciation		(19,416	)		(18,071	)

Net property and equipment	$	1,484		$	2,831

~~Page~~Depreciation 13expense totaled $673 and $1,347 for the three and six months ended June 30, 2014, respectively; and $673 and $1,347 for the three and six months ended June 30, 2013, respectively.

NOTE 4 -– ~~CONVERTIBLE~~NOTE ~~DEBT~~PAYABLE – RELATED PARTY

~~Notes~~As ~~payable~~of December 31, 2011, the Company owed Greenberg & Lieberman, LLC for past services rendered totaling approximately $1,986,000. During 2012, the Company entered into a confidential settlement agreement with Greenberg & Lieberman, LLC. As part of their agreement with the Company, G&A Capital distributed 300,000 shares worth of restricted common stock it owned to Greenberg & Lieberman, LLC and the Company issued a promissory note for $1,000,000 in full settlement of the outstanding balance owed to Greenberg & Lieberman, LLC. There is no interest and no minimum payments for seven and a half years after which time the interest will be prime plus 2%. The Company will be required to begin paying back the debt when the EBITDA reaches $250,000 a year, at ~~September~~which time the Company shall be required to pay back a minimum of 3% of the Company's profits per year until the debt has been paid in full. The Company has classified the promissory note as a long term liability. The original fair value of the promissory notes was valued at $601,017 based upon a present value of future cash flows, discounted at the market rate of interest of 7% per annum over seven and half years. During the three and six months ended June 30, ~~2012~~2014 and 2013, the Company amortized the noncash interest expense of $13,089 and $26,178, respectively; and $13,089 and $26,178 for the three and six months ended June 30, 2013. As of June 30, 2014 and December 31, ~~2011:~~2013, net carrying value of the promissory note was $724,517 and $698,194, respectively.

	September 30, 2012		December 31, 2011
	(unaudited)		(unaudited)
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
John Powers note payable to related party, convertible into common stock At a 50% discount to market; interest rate 14%; maturity June 4, 2009		—		13,444
John Powers note payable to related party, convertible into common stock At a 50% discount to market; interest rate 14%; maturity June 4, 2009		—		8,000
Total notes payable		39,000		60,444
Less: current portion		39,000		(60,444	)
Balance notes payable (long term portion)	$	—	$	—

~~During~~US ~~the~~FUEL ~~three~~CORPORATION ~~months~~AND ended June 30, 2009, we repaid two convertible notes aggregating $21,444. As a result, the fair value of the derivative liability associated with the conversion feature of these notes on the date of repayment, aggregating $12,607, was reclassified to additional paid-in capital.SUBSIDIARIES

~~NOTE~~(FORMERLY ~~5 -~~NUCLEAR ~~STOCKHOLDER'S~~SOLUTIONS ~~EQUITY~~,INC AND SUBSIDIARIES)

~~The~~NOTES ~~Company~~TO isCONDENSED ~~authorized~~CONSOLIDATED to issue 800,000,000 shares of common stock with $0.0001 par value per share. As of September 30, 2012 and December 31, 2011, the Company has issued and outstanding 264,402,076 shares of common stock, respectively.FINANCIAL STATEMENTS

~~NOTE~~JUNE 630, ~~- Deficiency in stockholders' equity~~2014

Under the provisions of the G&A Capital Stock Purchase Agreement approved on June 10, 2011, G&A Capital assumed responsibility for certain Company obligations. As the corporate audit progresses, the details of the account settlements will be verified and this financial component will be updated.(unaudited)

~~Item~~NOTE 2.5 ~~Management’s~~- ~~Discussion~~CONVERTIBLE ~~and Analysis of Financial Condition and Results of Operation~~DEBT

~~When~~Notes ~~used~~payable inat ~~this~~June ~~Form~~30, ~~10-Q~~2014 and inDecember ~~our future filings with the Securities and Exchange Commission~~31, the words or phrases will likely result, management expects, or we expect, will continue, is anticipated, estimated or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speak only as of the date made. These statements are subject to risks and uncertainties, some of which are described below. Actual results may differ materially from historical earnings and those presently anticipated or projected. We have no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.2013:

Business Overview

	June 30, 2014			December 31, 2013
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
RBSM, note payable, dated June 14, 2013, at 7% per year, convertible into common stock upon maturity at 50% of the volume-weighted average closing bid price per common share during the three days preceding maturity		30,000			30,000
Convertible notes, dated December 13, 2013 through April 14, 2014, at 8% per year, convertible into common stock at the average of the lowest five days market prices of the Company’s common stock for 30 days prior to conversion. Net of unamortized debt discount and original issuance discount of $79,703 and $79,703, respectively		40,594			2,466
Total notes payable		109,594			71,466	)
Less: current portion		(69,000	)		(69,000	)
Balance notes payable (long term portion)	$	40,594		$	2,466

~~CAUTIONARY~~On ~~NOTE~~April ~~REGARDING~~10, ~~FORWARD-LOOKING~~2014, ~~STATEMENTS~~the Company entered into a Securities Purchase Agreement (the "SPA") with one accredited investor (the "Investor"), pursuant to which the Company issued an 8% Secured Convertible Note in the principal amount of $860,000 at an original issue discount of 50% (the "Note"); the Company shall receive gross proceeds of approximately $430,000 for the Note. The Investor also holds an 8% secured convertible note in the principal amount of $40,000, which matures on December 31, 2015 (the "First Note"). The First Note contains the same terms and conditions as the Note, except that upon an event of default on the First Note that is not cured for more than 30 days, the events of which are the same as those set forth in the Note, the outstanding balance of the note, liquidated damages equal to 200% of the outstanding balance shall be due upon demand and the conversion price shall automatically adjust to the lesser of (x) $0.0005 per share or (y) 50% of the 30 day volume weighted average closing market price of the Company's common stock. The Investor has agreed to provide funding under the Note in eight installments, each of which is defined as an obligation, totaling $860,000. The Company shall only receive a portion of the proceeds after each installment, such that they shall receive $30,000 after the 1st payment, $50,000 after each of the next 6 payments and $100,000 after the final payment. Following September 30, 2014, the Company may prepay all or any portion of the Note without premium or penalty.

~~This~~As ~~quarterly~~of ~~report~~June on30, ~~Form 10-Q contains many forward-looking statements~~2014, ~~which~~the ~~involve~~Company ~~risks and uncertainties~~received $50,000 ~~such~~under asthe ~~our plans~~SPA, ~~objective,~~including ~~expectations~~net ~~and~~proceeds ~~intentions. You can identify these statements by our use~~ of ~~words such as "may~~$20,"000 ~~"expect,"~~and ~~"believe~~$30,~~" "anticipate~~000," ~~"intend,"~~after ~~"could,"~~an ~~"estimate,"~~original ~~"continue,"~~issuance ~~"plans,"~~discount ~~or other similar words or phrases. Some~~ of ~~these statements include discussions regarding our future business strategy and our ability to generate revenue~~$20,000 ~~income,~~ and cash flow. We wish to caution the reader that all forward-looking statements contained in this Form 10-Q are only estimates and predictions. Our actual results could differ materially from those anticipated $30,000 as ~~a result~~ of ~~risk~~March 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 quarterly report on Form 10-Q. 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 herein26, ~~whether~~2014 asand aApril ~~result of new information~~14, ~~future events~~2014, ~~changes in expectations or otherwise~~respectively.

~~Page~~Accordingly, the Company issued secured convertible debentures for the sale of convertible notes in the principal amount of $40,000 and $60,000 as of March 26, 2014 and April 14, 2014, respectively. The remaining funding has been suspended until the Company receives an approval to list their common stock on a stock exchange, of which there can be no guarantee.

The Company ~~history~~has isidentified ~~shown~~the inembedded derivatives ~~Note~~related 1to the notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Factor note and to fair value as of each subsequent reporting date. At the ~~Financial~~inception ~~Statements~~of the Notes, ~~above~~the Company determined the aggregate fair value of $53,857 of the embedded derivatives.

~~Plan~~The ~~for~~fair value of the ~~next~~embedded 12derivatives was ~~months~~determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 150.0%, (3) weighted average risk-free interest rate from 0.37% to 0.45%, (4) expected life from 1.72 to 1.75 year, and (5) estimated fair value of the Company’s common stock of $0.031 per share. The initial fair value of the embedded debt derivative of $53,857 was allocated as a debt discount up to the proceeds of the notes ($50,000) with the remainder ($3,857) charged to current period operations as interest expense.

~~The~~At ~~Company~~June ~~intends~~30, to2014, ~~fully~~the ~~engineer~~Company marked to market the ~~integration~~fair value of the ~~coal~~debt toderivatives ~~gas~~embedded in the convertible notes and ~~gas~~determined toa ~~liquid~~fair ~~technologies~~value inof ~~order~~$103,656. toThe ~~develop~~Company recorded a ~~permitting~~gain ~~package~~from ~~that~~change ~~can~~in befair ~~used~~value asof ~~the~~debt ~~basis~~derivatives of a$2,952 ~~permitting~~and ~~application~~$5,831for the three and assix amonths ~~template~~ended ~~for~~June ~~additional~~30, ~~sites~~2014, respectively. The ~~estimated~~fair ~~time~~value ~~for~~of ~~engineering~~the isembedded 2derivatives ~~months;~~was determined using Binomial Option Pricing Model based on the ~~engineering~~following assumptions: is(1) dividend yield of 0%, (2) expected tovolatility beof ~~complete~~150.0%, ~~late~~(3) inweighted ~~2012~~average orrisk-free ~~early~~interest ~~2013~~rate of 0.47%, (4) expected life of 1.50 years, and (5) estimated fair value of the Company’s common stock of $0.031 per share.

~~The permitting process will take approximately 5 months.~~11

~~The~~US ~~Company~~FUEL ~~intends~~CORPORATION toAND ~~close on the property identified for the first project in Muhlenberg County, Kentucky in the last quarter of 2012.~~SUBSIDIARIES

~~Over~~(FORMERLY ~~the~~NUCLEAR ~~next~~SOLUTIONS ~~12 months~~,INC 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 outlined above will be dependent on successful financing. Financing options may include a combination of debt and equity financing. Equity financing may result in a substantial equity dilution to existing shareholders.AND SUBSIDIARIES)

~~Within~~NOTES ~~the~~TO ~~next~~CONDENSED ~~six~~CONSOLIDATED ~~months and subject to available resources, the company anticipates holding one or more special shareholder meetings to refer certain matters to the shareholders for approval and resolution.~~FINANCIAL STATEMENTS

~~Progress~~JUNE 30, 2014

Progress in the development of our technologies have 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.(unaudited)

WeFor ~~believe that~~ the ~~success~~three ofand ~~our~~six ~~business~~months ~~will~~ended ~~depend~~June 30, ~~in part~~2014, onthe ~~our~~Company ~~ability~~amortized ~~to attract~~$12,745 ~~retain,~~ and ~~motivate~~$19,064 ~~highly~~of ~~qualified~~debt ~~sales~~discount, ~~technical~~respectively; and ~~management personnel~~$12,745 and ~~upon~~$19,064 ~~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~~OID, ~~retain, and motivate a sufficient number of qualified personnel~~ respectively; to ~~conduct~~current ~~our~~period ~~business~~operations inas ~~the~~interest ~~future~~expense.

~~Results~~NOTE of6 ~~Operations~~– DERIVATIVE LIABILITIES

~~REVENUES:~~As ~~The~~described in Note 5, the Company ~~reported~~issued secured ~~revenues~~convertible debentures that contain conversion features and reset provisions. The accounting treatment of ~~$0,~~derivative ~~for~~financial instruments requires that the ~~nine~~Company ~~months~~record ~~ended~~fair ~~September~~value ~~30,~~of ~~2012~~the derivatives as ~~compared~~of ~~with~~the ~~revenues~~inception ~~from~~date ~~continuing~~and ~~operations~~to fair value as of $0each subsequent ~~for~~reporting ~~the~~date. ~~nine~~Refer ~~months~~to ~~ended~~Notes ~~September~~5 ~~30,~~for ~~2012~~assumptions used to determine fair values.

~~TOTAL~~Based ~~COSTS~~upon ~~AND~~ASC ~~EXPENSES:~~840-15-25 ~~Total~~(EITF ~~costs~~Issue ~~and expenses from continuing operations increased from $472~~00-19,~~313~~ paragraph ~~for~~11) the ~~nine~~Company ~~months~~has ~~ended~~adopted ~~September~~a ~~30,~~sequencing ~~2011~~approach toregarding ~~$718,773~~the ~~for~~application ~~the~~of ~~nine~~ASC ~~months~~815-40 ~~ended~~to ~~September~~its ~~30,~~outstanding ~~2012~~convertible notes. ~~The~~Pursuant ~~principal~~to ~~reason~~the ~~for~~sequencing ~~this~~approach, ~~increase~~the ~~was~~Company ~~due~~evaluates toits ~~increased~~contracts ~~Consulting~~based ~~Fees~~upon ~~and~~earliest ~~Deferred~~issuance ~~Compensation Expenses~~date.

~~OPERATING~~NOTE ~~EXPENSES:~~7 ~~Operating~~– ~~expenses~~RELATED ~~from~~PARTY continuing operations increased from $472,313 for the nine months ended September 30, 2011 to $718,773 for the nine months ended Seoptember 30, 2012. This increase was primarily due to a increase in Consulting fees, Legal fees, and General and Administrative expenses. Depreciation expense remained the same for the first nine months of 2012 and 2011.TRANSACTION

~~INTEREST~~During ~~EXPENSE: Interest expense remained unchanged from $0 for~~ the ~~nine~~three months ended ~~September~~June 30, 2014 ~~2011~~and to2013, ~~$0 for~~ the ~~nine~~Company ~~months~~incurred ~~ended~~rent ~~September~~and ~~30,~~administrative ~~2012.~~expenses ~~This decrease is~~payable ~~due primarily~~ to ~~the~~a ~~company’s~~related ~~prior~~party ~~repayment~~totaling of$3,000 ~~outstanding~~and ~~debt~~$3,619 respectively.

~~GENERAL~~During ~~AND ADMINISTRATIVE: General & Administrative expenses decreased by $29,985 during~~ the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2014 and to2013, athe ~~total~~Company ~~amount~~incurred ofrent ~~$48,925~~and asadministrative ~~compared~~expenses payable to ~~$78,780~~a ~~for~~related ~~the~~party ~~nine~~totaling ~~months ended June 30~~$3,000 ~~2011. The decrease was due primarily to legal~~ and ~~consultant~~$7,238 ~~fees~~respectively.

~~NET~~NOTE ~~LOSS:~~8– ~~The~~STOCKHOLDER'S Company incurred a net loss of ($718,773) for the nine months ended September 30, 2012, compared with a net loss of ($472,313) for the nine months ended September 30, 2011, which reflects a year-to-year increased in the amount of loss for the period of $246,460. The principal reason for this decrease was due to Consulting fees, Legal fees, and General and Administrative expenses.EQUITY

~~LIQUIDITY~~The ~~AND~~Company ~~CAPITAL~~is ~~RESOURCES:~~authorized to issue 800,000,000 shares of common stock with $0.0001 par value per share. As of June 30, 2014 and December 31, 2013, the Company has issued and outstanding 564,374,057 shares of common stock.

AsDuring ofthe ~~September~~six months ended June 30, ~~2012~~2014, the weCompany’s ~~had~~Chief aExecutive ~~working~~Officer ~~capital~~contributed ~~deficit~~services ofwithout $1compensation,~~572,585~~ ~~which~~the ~~compares~~fair tovalue aof ~~working~~which ~~capital deficit~~ of $~~835~~60,~~049~~000 aswas ofcharged to ~~December~~current ~~31, 2011. As a result of our operating losses for the nine month~~ period ~~ended~~operations ~~September~~as ~~30,~~donated ~~2012,~~capital weand ~~generated~~credited ato ~~cash~~additional ~~flow~~paid ~~deficit of $0 from operating activities. Cash flows used~~ in ~~investing activities was $0 during the period~~capital. ~~Cash flows provided by financing activities were $0.~~

~~Additional~~NOTE ~~financing~~9- ~~will~~ACCRUED beEXECUTIVE required in order to meet our current and projected cash flow deficits from operations and development. We are seeking financing in the form of equity capital in order to provide the necessary working capital. There is no guarantee that we will be successful in raising the funds required. We intend to use the proceeds derived from revenues or financing to pay salaries, and general and administrative expenses to maintain the core operations of the company.COMPENSATION

IfAs weof ~~are~~June ~~not~~30, ~~successful~~2014 inand ~~generating~~December ~~sufficient liquidity from operations or in raising sufficient capital resources~~31, ~~on terms acceptable to us~~2013, the ~~this~~Company ~~could~~owed ~~have~~former aand ~~material~~current ~~adverse~~employees ~~effect~~approximately ~~on our business~~$842,194 ~~results of operations liquidity~~ and ~~financial~~$842,194, ~~condition~~respectively.

~~Page~~NOTE 1510 — FAIR VALUE MEASUREMENT

~~New~~The Company adopted the provisions of Accounting Standards ~~Pronouncements~~Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 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 825-10 establishes three levels of inputs that may be used to measure fair value:

InLevel ~~December~~1 ~~2007,~~– ~~the~~Quoted ~~FASB~~prices ~~issued SFAS No. 160, “Non-controlling Interests~~ in ~~Consolidated~~active markets ~~Financial~~for ~~Statements-an~~identical ~~amendment~~assets ~~of ARB No. 51” (SFAS 160). SFAS 160 requires that non-controlling (~~or ~~minority) interests in subsidiaries be reported in the equity section of the company’s balance sheet, rather than in a mezzanine section of the balance sheet between~~ liabilities ~~and equity~~. SFAS 160 also changes the manner in which the net income of the subsidiary is reported and disclosed in the controlling company’s income statement. SFAS 160 also establishes guidelines for accounting or changes in ownership percentages and for de-consolidation. SFAS 160 is effective for financial statements for fiscal years beginning on or after December 15, 2008 and interim periods within those years. The adoption of SFAS 160 did have a material impact on our financial position, results of operations or cash flows.

Effective January 1, 2009, the Company adopted the Financial Accounting Standards Board's Staff Position (FSP) on the Emerging Issues Task Force (EITF) Issue No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities.” The FSP required that all unvested share-based payment awards that contain non-forfeitable rights to dividends should be included in the basic Earnings Per Share (EPS) calculation. This standard did not affect the unaudited condensed consolidated financial position or results of operations.12

InUS ~~April~~FUEL ~~2009,~~CORPORATION ~~the~~AND FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS No. 115-2”). FSP FAS No. 115-2 provides guidance in determining whether impairments in debt securities are other than temporary, and modifies the presentation and disclosures surrounding such instruments. This FSP is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt the provisions of this Staff Position during the second quarter of 2009, but does not believe this guidance will have a significant impact on its unaudited condensed consolidated financial statements.SUBSIDIARIES

In April 2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (~~“FSP~~FORMERLY ~~FAS~~NUCLEAR ~~No.~~SOLUTIONS 157-4”). FSP FAS No. 157-4 provides additional guidance in determining whether the market for a financial asset is not active and a transaction is not distressed for fair value measurement purposes as defined in SFAS No. 157,INC “Fair Value Measurements.” FSP FAS No. 157-4 is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company will apply the provisions of this statement prospectively beginning with the second quarter 2009, and does not expect its adoption to have a material effect on its unaudited condensed consolidated financial statements.AND SUBSIDIARIES)

InNOTES ~~April~~TO ~~2009,~~CONDENSED ~~the~~CONSOLIDATED FASB issued FSP FAS No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS No. 107-1 and APB 28-1”). This FSP amends FASB Statement No. 107, “Disclosures about Fair Values of Financial Instruments,” to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. APB 28-1 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in all interim financial statements. This standard is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt FSP FAS No. 107-1 and APB 28-1 and provide the additional disclosure requirements beginning in second quarter 2009.FINANCIAL STATEMENTS

~~Subsequent~~JUNE ~~Events~~30, 2014

The Company adopted SFAS No. 165, “Subsequent Events” effective with the six months ended June 30, 2009. Subsequent events are events or transactions about which information becomes available after the balance sheet date but before the financial statements are issued or are available to be issued. In the case of the Company as a public entity, the applicable cutoff date is the date the financial statements are issued, whereas prior to SFAS No. 165 the cutoff date could be the date the financial statements were available for issuance.(unaudited)

~~The~~Level ~~statement~~2 ~~requires~~– ~~that~~Observable ~~certain~~inputs ~~subsequent~~other than ~~events~~Level ~~(“recognized~~1 ~~subsequent~~prices ~~events”)~~such beas ~~recorded~~quoted inprices ~~the~~for ~~financial~~similar ~~statements~~assets ofor ~~the~~liabilities; ~~latest~~quoted ~~preceding~~prices ~~period currently being issued. These items provide evidence about conditions that existed at the date of that balance sheet, including estimates inherent~~ in ~~preparing~~markets ~~the~~with ~~financial~~insufficient ~~statements~~volume or ~~for~~infrequent ~~that~~transactions ~~period. Other subsequent events~~ (~~“nonrecognized~~less ~~subsequent~~active ~~events”~~markets); ~~are~~or ~~not~~model-derived ~~recorded~~valuations in ~~balance~~which ~~sheet~~all ~~for~~significant ~~the~~inputs ~~latest~~are ~~preceding~~observable ~~period~~or can ~~currently~~be ~~being~~derived ~~issued.~~principally ~~Those~~from ~~items~~or ~~relate~~corroborated toby ~~conditions~~observable ~~that~~market ~~arose~~data ~~only~~for ~~after~~substantially the ~~balance~~full ~~sheet~~term ~~date. Disclosure~~of isthe ~~required~~assets ~~for~~or ~~nonrecognized subsequent events if necessary to prevent those financial statements from being misleading~~liabilities.

InLevel ~~March~~3 ~~2008,~~– ~~the~~Unobservable ~~FASB~~inputs ~~issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” which changes~~ to the ~~disclosure~~valuation ~~requirements~~methodology ~~for~~that derivative instruments and hedging activities. SFAS No. 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are ~~accounted~~significant ~~for~~to ~~under~~the ~~SFAS~~measurement ~~No.~~of ~~133,~~fair ~~“Accounting~~value ~~for~~of ~~Derivative~~assets ~~Instruments~~or ~~and Hedging Activities” and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows~~liabilities.

~~Page~~All 16items required to be recorded or measured on a recurring basis are based upon level 3 inputs.

InTo ~~May~~the ~~2008,~~extent ~~the~~that ~~FASB~~valuation ~~issued~~is ~~SFAS~~based ~~No.~~on models ~~162,~~or ~~“The~~inputs ~~Hierarchy~~that ofare ~~Generally~~less ~~Accepted~~observable ~~Accounting~~or ~~Principles.” This~~unobservable ~~Statement~~in ~~identifies~~the market, the ~~sources~~determination of ~~accounting~~fair ~~principles~~value ~~and~~requires ~~the~~more ~~framework~~judgment. In ~~for~~certain ~~selecting~~cases, the ~~principles~~inputs used to bemeasure ~~used~~fair invalue ~~the~~may ~~preparation~~fall ofinto ~~financial~~different ~~statements~~levels of ~~nongovernmental~~the ~~entities~~fair ~~that~~value ~~are~~hierarchy. ~~presented~~In insuch ~~conformity~~cases, for ~~with~~disclosure ~~generally~~purposes, ~~accepted~~the ~~accounting~~level ~~principles (GAAP)~~ in the ~~United~~fair ~~States~~value (hierarchy within which the ~~GAAP~~fair ~~hierarchy). This~~value ~~Statement~~measurement ~~will~~is ~~not~~disclosed ~~have~~and anis ~~impact~~determined based on the ~~Company’s~~lowest ~~financial~~level ~~statements~~input that is significant to the fair value measurement.

InUpon ~~June~~adoption 2008, the FASB issued Emerging Issues Task Force No. 07-5 (EITF 07-5), Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock. EITF 07-5 requires entities to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock by assessing the instrument’s contingent exercise provisions and settlement provisions. Instruments not indexed to their own stock fail to meet the scope exception of ~~Statement~~ASC ~~of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities , paragraph 11(a), and should be classified as a liability and marked~~825-~~to-market. The statement is effective for fiscal years beginning after December 15~~10, ~~2008~~there ~~and~~was no ~~is to be applied to outstanding instruments upon adoption with the~~ cumulative effect ~~of the change in accounting principle recognized as an~~ adjustment to ~~the~~beginning ~~opening balance of~~ retained earnings. ~~The~~and ~~adoption~~no ~~of this pronouncement will not have a significant~~ impact on the ~~Company’s~~ consolidated financial ~~position and results of operations~~statements.

InThe ~~January~~carrying ~~2009,~~value ~~the FASB issued Financial Statement~~ of ~~Position~~the ~~(“FSP”)~~Company’s cash ~~Issue~~and ~~No.~~cash ~~EITF~~equivalents, ~~No.~~accounts ~~99-20-1~~receivable, ~~“Amendments~~accounts topayable, ~~the Impairment Guidance of EITF Issue No. 99~~short-~~20”~~term borrowings (~~“FSP~~including ~~EITF~~convertible ~~No.~~notes ~~99-20-1”~~payable)~~. FSP EITF No. 99-20-1 amends the impairment guidance in EITF Issue No. 99-20~~, ~~“Recognition of Interest Income~~ and ~~Impairment~~other oncurrent ~~Purchased~~assets ~~Beneficial Interests~~ and ~~Beneficial~~liabilities ~~Interests~~approximate ~~that~~fair ~~Continue~~value tobecause ~~be Held by a Transferor in Securitized Financial Assets” to achieve more consistent determination~~ of ~~whether~~their ~~an other~~short-~~than-temporary~~term ~~impairment has occurred~~maturity. ~~The Company adopted FSP EITF No. 99-20-1 and it did not have a material impact on the consolidated financial statements.~~

~~Other~~As ~~recent~~of ~~accounting~~June ~~pronouncements issued by the FASB (including its Emerging Issues Task Force)~~30, ~~the AICPA~~2014, ~~and~~ the ~~SEC~~Company did not, have orany ~~are~~items ~~not~~that ~~believed~~would bybe ~~management~~classified ~~to,~~as ~~have~~level a1 ~~material impact on the Company's present~~ or ~~future~~2 ~~unaudited condensed consolidated financial statements~~disclosure.

~~Item~~The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in note 9 above. ~~Quantitative~~While the Company believes that its valuation methods are appropriate and ~~Qualitative~~consistent ~~Disclosures~~with ~~About~~other ~~Market~~market ~~Risk~~participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

~~Not~~At ~~applicable~~June to30, ~~Smaller~~2014 ~~Reporting~~and ~~Companies~~December 31, 2013, the Company did not have any derivative instruments that were designated as hedges.

~~Item~~The 4.derivative ~~Controls~~liability ~~and~~as ~~Procedures~~of June 30, 2014, in the amount of $103,656 has a level 3 classification.

~~The~~Items ~~Company~~recorded ~~has~~or ~~failed~~measured toat ~~timely~~fair ~~file~~value on ~~SEC~~a ~~reports;~~recurring ~~the~~basis ~~last~~in ~~Form 10-Q filing was May 24, 2010, covering~~ the ~~period~~accompanying ~~ending~~consolidated ~~March~~financial ~~31,~~statements ~~2010;~~consisted ~~the~~of ~~last Form 10-K was filed on April 15, 2010, for~~ the ~~period~~following ~~ending~~items ~~December~~as ~~31, 2009. This lapse~~ of ~~proper~~June ~~filing~~30, ~~demonstrates that Disclosure Controls and Procedures have been inadequate.~~2014:

Evaluation of Disclosure Controls and Procedures

	Level 1		Level 2		Level 3		Total
Long-term investments	$	–	$	–	$	–	$	–
Total	$	–	$	–	$	–	$	–
Derivative liabilities	$	–	$	–	$	103,656	$	103,656
Total	$	–	$	–	$	103,656	$	103,656

Going forward from this filing, the Company intends to re-establish and 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.13

InUS ~~designing~~FUEL ~~and~~CORPORATION ~~evaluating~~AND 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.SUBSIDIARIES

As(FORMERLY ofNUCLEAR ~~the~~SOLUTIONS ~~end of the period covered by this report~~,INC 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 were not effective as of September 30, 2012 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.AND SUBSIDIARIES)

~~Evaluation~~NOTES ofTO ~~and~~CONDENSED ~~Report~~CONSOLIDATED ~~on Internal Control over Financial Reporting~~FINANCIAL STATEMENTS

~~Management~~JUNE is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of June 30, 2009 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that, as of June 30, 2009, our internal control over financial reporting were effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.2014

~~Page 17~~(unaudited)

~~This~~Six ~~annual~~months ~~report~~ended ~~does~~June ~~not~~30, include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this annual report.2014:

Changes in Internal Control over Financial Reporting

	Derivative Liability
Balance, December 31, 2013	$	55,630

Transfers in upon initial fair value of derivative liability		53,857

Gain from change in fair value of derivative liability		(5,831	)

Balance, June 30, 2014	$	103,656

Total gain for the period included in earnings relating to the liabilities held at June 30, 2014	$	5,831

~~There~~Level ~~was~~3 noLiabilities ~~change~~were incomprised ~~our~~of ~~internal controls over financial reporting identified in connection with the requisite evaluation that occurred during~~ our ~~last~~bifurcated ~~fiscal~~convertible debt ~~quarter~~features ~~that~~on ~~has materially affected, or is reasonably likely to materially affect,~~ our ~~internal~~convertible ~~control over financial reporting~~notes. As a result of executing the Incubation Services Agreement with Global Private Funding on August 14, 2012, the Company is implementing new internal controls to ensure that reports are filed in a timely manner. The first report under these new procedures is this Form 10-Q for the period ending September 30, 2012.

~~Limitations~~Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. The Company’s stock price remained static from December 31, 2013 to June 30, 2014. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in a higher fair value measurement.

~~Our~~NOTE ~~management,~~11 ~~including~~— ~~our~~SUBSEQUENT ~~Principal~~EVENTS Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, 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, within our company 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~PART~~Management ~~II-OTHER~~evaluated ~~INFORMATION~~all other activity of the Company and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

~~Item 1. Legal Proceedings.~~14

~~The~~ITEM ~~Company~~2. isMANAGEMENT’S aDISCUSSION ~~party~~AND toANALYSIS ~~two~~OF ~~pending~~FINANCIAL ~~material~~CONDITION ~~legal~~AND ~~proceedings.~~RESULTS OF OPERATIONS

~~Litigation~~This ~~One:~~Management's Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management's current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

~~Background~~Readers are urged to carefully review and consider the ~~Litigation:~~various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

~~The~~Business Company owned 100% of the issued and outstanding common stock of FFI 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.Overview

~~FFI~~US ~~granted~~Fuel ~~Schrader~~Corporation (the ~~demand~~“Company”) ~~and~~was ~~piggyback~~organized ~~registration~~on ~~rights~~February on27, 1997, under the ~~Shares~~laws of the State of Nevada, as Stock Watch Man, Inc. The ~~Schrader~~initial ~~granted~~business ~~the~~strategy ~~Company~~was ~~the~~to ~~first~~become ~~right~~an ofinformative, ~~refusal~~comprehensive and user friendly Internet-based financial site by developing and then marketing a website through internet search engines and links to ~~match~~financial orresources. Today, ~~exceed~~our ~~any~~business ~~third~~is ~~party~~focused on ~~bona~~converting ~~fide~~natural ~~offer~~gas into non-petroleum based alternative fuels, such as diesel, gasoline and aviation (jet fuel) and other valuable products. The Company plans to ~~purchase~~capitalize on the ~~Shares~~projected ~~until~~spread ~~June~~in ~~12,~~commodity ~~2014~~prices between natural gas and ultra-low sulfur diesel (ULSD).

~~Additionally,~~Plan ~~on June 12, 2009, in consideration~~ of ~~$5,000, the Company granted Schrader an option to purchase an additional 10% of FFI for the sum of $350,000. The option expired on September 12, 2009.~~Operation

OnDuring ~~June~~the ~~30,~~last ~~2009~~quarter of 2013, ~~Schrader~~the ~~partially~~Company continued ~~exercised~~to ~~the~~work ~~option~~to develop gas-to-liquid facilities and ~~purchased~~has ancontinued ~~additional~~to 1do so in 2014. However,~~500,000~~ ~~common~~our ~~shares~~development ofefforts have ~~FFI,~~been ~~which~~and ~~represents~~continue 5to be limited due to insufficient capital.0% ~~percent~~The Company had a net losses of $1,040,164 and $10,006,558 for the ~~issued~~years ~~and~~ended ~~outstanding~~December ~~common~~31, ~~stock~~2013 and 2012, respectively. As of ~~FFI~~June 30, ~~for~~2014 ~~proceeds~~and December 31, 2013, the Company had negative working capital of $~~175~~2,~~000~~959,538 and $2,853,968, respectively.

InPlan ~~conjunction~~for ~~with~~ the ~~sale~~next ~~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.months

~~FFI~~Our plan is to build, own ~~upon~~and ~~receipt~~operate offacilities ~~funds~~which ~~from~~convert ~~the~~hydrocarbons ~~Company’s~~into ~~use~~non-petroleum ofbased ~~proceeds~~alternative ~~schedule~~fuels, ~~has~~such ~~agreed~~as todiesel, ~~purchase~~gasoline ~~certain~~and aviation ~~real~~(jet ~~property~~fuel) ~~located~~and inother ~~Muhlenberg~~valuable products. Taking a fresh and practical approach to production and distribution, ~~Kentucky~~using (the best ~~“Muhlenberg~~new ~~Property”)~~technologies, ~~for~~and leveraging existing infrastructure, the ~~proposed~~Company ~~construction~~plans to use one of aAmerica’s ~~Coal-~~most abundant resources to~~-Liquids~~ ~~(CTL)~~economically ~~plant~~produce ~~for~~manageable ~~approximately~~quantities ~~$150,000.~~of ~~FFI~~high ~~has~~quality ~~agreed~~fuel close to ~~take~~end ~~title~~use. toThese ~~the~~fuels, ~~Muhlenberg~~which ~~Property~~can be used exactly like petroleum derived fuels, deliver better performance, dramatic across-the-board reductions in all major criteria pollutants such as aSOx, ~~manner~~NOx, soparticulate ~~that~~matter (PM), and hydrocarbon (HC) emissions, and can be delivered through the ~~property~~existing ~~ownership~~distribution ~~would~~infrastructure with ~~automatically~~no ~~transfer~~changes to ~~Schrader~~equipment, inpipelines, storage tanks, or retail stations; the ~~event~~diesel ~~FFI~~we ~~were~~produce will likely be transported by truck to ~~file~~local amarkets ~~petition~~and inno ~~Bankruptcy~~modifications ~~Court~~to existing transportation, ~~wind-up~~storage or ~~liquidate~~dispensing equipment for traditional diesel fuel is required.

Additionally, if FFI were to abandon its pursuit of a CTL plant on the Muhlenberg Property because FFI’s inability to obtain all appropriate approvals and permits required for a CTL plant, then FFI would sell the Muhlenberg Property and use the net proceeds to acquire another property for a CTL plant according to the same type of acquisition and title structure.15

~~Page~~Over 18the 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. As of the date of this Form, we do not have any commitments to receive any such funds or financings.

IfMore ~~FFI~~specifically, we ~~were~~plan ~~able~~ to ~~secure~~utilize aninvested ~~off-take~~funds ~~agreement~~to oridentify ~~fuel~~and ~~purchase~~procure ~~agreement~~commitments ~~for fuels~~ from ~~its~~commercially ~~proposed~~viable ~~CTL~~technology ~~Plant~~providers. Additionally, we ~~that~~will ~~would~~aim ~~permit~~to ~~FFI~~identify toand secure ~~project~~plant ~~financing,~~locations orthat ifare ~~FFI~~strategically ~~were~~located to access feedstock supplies and secure ~~project~~off ~~financing~~take agreements ~~using~~for ~~the~~that ~~Muhlenberg~~plant orlocation's ~~similar~~fuel ~~property~~production. asSecured ~~collateral,~~funding ~~the~~is ~~Schrader~~tied ~~would~~to ~~quit~~specific ~~claim~~achievable ~~the~~development benchmarks that ~~future~~will ~~interest~~move inplant ~~and~~development toforward; ~~the~~funding ~~property~~is also specific to ~~FFI~~maintaining corporate governance.

Prior to commencing the FEED study for each specific plant, we will undergo a development period, which is expected to cost $750,000 and take approximately 8 months, per plant. However, we anticipate that after the first plant is secured, the development costs for subsequent plants will be a little less expensive since many of the resources needed for that phase (i.e., staff, consultants, engineers) will already be in place. The ~~Litigation~~development ~~Overview~~phase will be completed once the site(s) for each plan is secured and costs for the next stage are confirmed and funded. We shall begin the development phase as soon as we receive the necessary funding. During the development phase, we hope to complete the following:

~~On 30 September 2010, plaintiff Scott Schrader initiated litigation in the Commonwealth of Kentucky, Franklin Circuit Court, Case No 10~~-~~CI-01548~~ ~~against~~Stabilize ~~Nuclear Solutions, Fuel Frontiers and other individuals. In the lawsuit, plaintiff alleges a dispute over an investment in Nuclear Solutions and presents claims for~~Operations

1.- ~~Breach~~Letter of ~~Contract~~Interest from potential offtake(s)

2.- ~~Negligent/Intentional~~Meeting ~~Misrepresentations~~with State Representatives and EPA

3.- ~~Fraud~~Confirmation ~~and~~of ~~Fraudulent~~Gas ~~Inducement~~line capacity

4.- ~~Unjust~~Gas ~~Enrichment~~Supply

5.o ~~Breach~~Install ofcost ~~Constructive~~estimate, orcontract ~~Resulting~~scope, ~~Trust~~terms, lead time

~~Plaintiff~~- isSite ~~seeking actual and punitive damages.~~confirmed

~~There~~o ~~have~~Secured ~~been~~through ~~multiple~~options ~~Court~~or ~~appearances~~other and both sides have filed Motions to Dismiss. The parties participated in a mediation session with a former Court of Appeals of Judge presiding as Mediator. During that mediation session, plaintiffs were invited make a record in support of their allegations, but failed to do so. The last time any motions were addressed to the Court was 26 July 2011; as of 15 August 2012, the Judge has not issued a ruling on any motions and plaintiff has taken no steps to move the case forward.means

~~Litigation Two: On 30 July 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~~ toEquipment ~~Quiet Title on property acquired by Fuel Frontiers, Inc. The property that is the subject of this litigation is not the site selected for the US Fuel Muhlenberg County coal to diesel facility.~~picked

~~The~~o ~~Company~~Lead ~~has executed a quitclaim deed relative to the subject property for delivery to plaintiff and expects that action to resolve this litigation~~time

~~Item~~o ~~1A. Risk Factors~~Emissions

~~The~~- ~~Company~~Select isProject ~~subject~~and toFEED 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.engineers

~~Cautionary~~o ~~Factors~~Construction ~~that~~– ~~may~~MOU, ~~Affect~~draft ~~Future Results~~EPC

Weo ~~provide~~Project ~~the~~management ~~following~~– ~~cautionary~~contract ~~discussion of risks~~scope, ~~uncertainties~~cost and possible inaccurate assumptions relevant to our business and our products. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us.estimate

~~Trends,~~- ~~Risks~~- ~~and~~Environmental ~~Uncertainties~~Contractor (permits)

~~The~~o ~~Company~~estimate ~~has~~contract ~~sought to identify what it believes to be the most significant risks to its business as discussed in "Risk Factors" above~~scope, but cannot predict whether or not or to what extent any of such risks may be realized nor can there be any assurances that the Company has identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to the Company's common stock.timing

~~Limited~~o ~~operating~~Maximum ~~history;~~size ~~anticipated~~of ~~losses;~~plant ~~uncertainly~~that offits ~~future~~under ~~results~~minor permit

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

~~Risk~~- ~~Factors:~~Proforma

~~INTELLECTUAL~~- ~~PROPERTY~~Timeline/project ~~RIGHTS~~plan

The company regards its engineered processes, patents, trademarks, trade secrets, and other intellectual property (collectively, the "Intellectual Property Assets") as critical to its success. The company relies on a combination of engineered processes, 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.16

~~Page~~Once 19the development phase is complete, the FEED study will begin and our Principal Managing Contractor will works toward securing the air quality and other permits, as well as a construction contract, required to begin site work and plant construction. The first site will be secured with a purchase and sale agreement and the land closing will be timed to coincide with construction financing. We will need approximately $3,000,000 to maintain our everyday operations, general corporate upkeep and complete the FEED study. Plant construction costs are estimated at $200MM and we expect that will be financed with a combination of debt and equity private financings; however, as of the date of this Report, we have not received a commitment to receive any of those funds and there can be no guarantee that we will on terms favorable to the Company, or at all.

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

~~Our~~Progress ~~pending~~has ~~patent~~been ~~applications~~slower than ~~may~~expected ~~not~~due beto ~~granted~~the ~~for~~lack ~~various~~of ~~reasons,~~personnel ~~including~~and ~~the~~lack ~~existence~~ of ~~similar~~working ~~patents~~capital. orWe ~~defects~~anticipate inincreasing staffing levels over the ~~applications;~~next 12 ~~parties~~months. toWe ~~the~~estimate ~~confidentiality~~a ~~and~~working ~~invention~~capital ~~agreements~~requirement ~~may~~of ~~have~~at ~~such~~least ~~agreements~~$1,125,000 ~~declared~~over ~~unenforceable~~the ornext 12 months strictly to maintain our current every day activities, ~~even~~ie: ifcorporate ~~the~~governance, ~~agreements~~offices, ~~are~~legal ~~enforceable~~and accounting services, ~~may~~at ~~breach~~a ~~such~~minimum ~~agreements;~~level.

~~The~~We ~~costs~~believe ~~associated~~that ~~with~~the success ~~enforcing~~of ~~patents~~our business will depend, ~~confidentiality~~in part, on our ability to attract, retain, and ~~invention~~motivate ~~agreements~~highly orqualified ~~other~~sales, ~~intellectual~~technical and ~~property~~management ~~rights~~personnel, ~~may~~and ~~make~~upon ~~aggressive~~the ~~enforcement~~continued ~~cost~~service ~~prohibitive;~~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.

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

~~Other~~Three ~~persons~~Months ~~may~~Ended ~~independently~~June ~~develop proprietary information and techniques that~~30, ~~although~~2014 ~~functionally equivalent or superior~~ Compared to ~~our~~Three ~~intellectual~~Months ~~proprietary~~Ended ~~information~~June ~~and techniques~~30, ~~do not breach our patented or unpatented proprietary rights.~~2013

~~Because~~REVENUES: ~~the~~The ~~value~~Company reported revenues of ~~our~~$0 ~~company~~from ~~and common stock is rooted primarily in~~ our ~~proprietary~~existing ~~intellectual~~technology ~~property~~license agreement, ~~our~~for ~~inability~~the tothree ~~protect~~months ~~our~~ended ~~proprietary~~June ~~intellectual~~30, ~~property~~2014 orand ~~gain a competitive advantage from such rights could have a material adverse effect on our business~~2013.

InOPERATING ~~addition,~~EXPENSES: weTotal ~~may~~operating ~~inadvertently~~expenses from becontinuing ~~infringing~~operations ondecreased ~~the proprietary rights of other persons and may be required~~ to ~~obtain~~$52,625 ~~licenses~~for tothe ~~certain~~three ~~intellectual~~months ~~property~~ended orJune ~~other~~30, ~~proprietary~~2014 ~~rights~~ from ~~third~~$299,942 ~~parties.~~for ~~Such~~the ~~licenses~~three ormonths ~~proprietary~~ended June ~~rights may not be made available under acceptable terms~~30, if2013. atThe ~~all.~~principal Ifreason wefor dothis ~~not~~decrease ~~obtain~~was ~~required~~due ~~licenses~~to orreduction ~~proprietary~~of ~~rights~~$129,000 wein ~~could~~compensation ~~encounter delays~~ in ~~product~~2014 ~~development~~as orcompared ~~find~~to ~~that~~ the same ~~development~~period orlast ~~sale of products requiring such licenses is foreclosed~~year.

WeGAIN ~~anticipate~~ON ~~that~~CHANGE ~~any~~IN ~~business~~DERIVATIVE ~~model~~LIABILITY: During we2013 ~~develop~~and ~~will~~2014, bewe ~~subject~~issued toconvertible ~~change.~~notes Atwith ~~this~~an ~~time~~embedded itderivative, isall ~~impossible~~requiring ~~for~~ us to ~~predict~~fair value the ~~degree~~derivatives each reporting period and mark to ~~which~~market ~~demand~~as ~~for~~a non-cash adjustment to our ~~products~~current ~~will~~period ~~evolve~~operations. This orresulted ~~whether~~in ~~any~~a ~~potential~~gain of ~~market~~$2,952 ~~will~~and bea ~~large~~gain ~~enough~~of to$-0- ~~provide~~on ~~any~~change ~~meaningful~~in ~~revenue~~fair orvalue ~~profit~~of derivative liabilities for usthe three months ended June 30, 2014 and 2013, respectively.

WeINTEREST ~~have~~EXPENSE: ~~not~~Interest ~~been~~expense ~~profitable since our inception. Although we believe that we may recognize revenues during~~ for the ~~next~~three ~~twelve~~ months ~~based~~ended onJune ~~our~~30, ~~license~~2014 ~~agreement~~was ~~with IPTH~~$43,787 ~~and~~compared ~~expressions~~to ~~of interest from third parties~~$13,724 ~~there~~for ~~can~~the besame noperiod ~~assurances~~last asyear. toIn ~~when~~the ~~and~~current ~~whether~~period, we ~~will~~incurred $38,724 benon-cash ~~able~~debt todiscount ~~commercialize~~and ~~our~~OID ~~products~~amortization and ~~technologies~~$2,687 ~~and~~in ~~realize~~non-cash ~~any~~interest ~~revenues.~~expense ~~Our~~on ~~technologies~~issued ~~have~~convertible ~~never~~debt ~~been~~as ~~utilized~~compared to on$-0- afor ~~large-scale~~the ~~commercial~~same ~~basis~~period last year.

WeNET ~~expect~~LOSS: ~~that~~The weCompany ~~will~~incurred ~~continue~~a tonet ~~generate~~loss of ~~losses~~$93,461 ~~until~~for ~~at least such time as we can commercialize our technologies. No assurance can be given that we can complete~~ the ~~development~~quarter ofended ~~any~~June ~~technology or that~~30, ~~if any technology is fully developed~~2014, itcompared ~~can~~with ~~be manufactured and marketed on~~ a ~~commercially~~net ~~viable~~loss ~~basis.~~of ~~Furthermore~~$314,339 nofor ~~assurance~~the ~~can~~quarter beended ~~given~~June ~~that~~30, ~~any~~2013, ~~technology~~which reflects ~~will~~a ~~receive market acceptance. We are subject~~ quarter-to-quarter ~~all~~decrease ~~risks inherent~~ in the ~~establishment~~amount of aloss ~~developing~~for orthe ~~new~~period ~~business~~of $220,878. ~~Certain~~The ~~alternative~~principal ~~fuel~~reason ~~producing~~for orthe ~~energy generating technologies we are developing may be regulated now or~~ reduction in the ~~future~~net byloss ~~the~~is ~~United~~due ~~States~~to ~~Government~~the ~~and~~significant ~~may~~decrease ~~subject~~in tooperating ~~regulatory~~expenses ~~requirements~~as ordescribed ~~export restrictions~~above.

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds. None
Item 3.	Defaults upon Senior Securities. None.
Item 4.	Submission of Matters to a Vote of Security Holders.

Results of Operations

NoSix ~~matter~~Months ~~was~~Ended ~~submitted~~June ~~to a vote of the security holders~~30, ~~through~~2014 ~~the~~Compared to ~~solicitation~~Six ofMonths ~~proxies~~Ended orJune ~~otherwise~~30, ~~during the quarter of the fiscal year covered by this report.~~2013

Item 5.	Other Information. None..
Item 6.	Exhibits

REVENUES: The Company reported revenues of $0 from our existing technology license agreement, for the six months ended June 30, 2014 and 2013.

~~(a)~~OPERATING ~~Exhibits~~EXPENSES: Total operating expenses from continuing operations decreased to $165,037 for the six months ended June 30, 2014 from $496,522 for the three months ended June 30, 2013. The principal reason for this decrease was due to reduction of $178,500 in compensation in 2014 as compared to the same period last year.

Exhibit No.	Description
31.1	Chief Executive Officer-Section 302 Certification pursuant to Sarbanes-Oxley Act.
31.2	Chief Financial Officer-Section 302 Certification pursuant to Sarbanes-Oxley Act.
32.1	Chief Executive Officer-Section 906 Certification pursuant to Sarbanes-Oxley Act.
32.2	Chief Financial Officer-Section 906 Certification pursuant to Sarbanes-Oxley Act.

GAIN ON CHANGE IN DERIVATIVE LIABILITY: During 2013 and 2014, we issued convertible notes with an embedded derivative, all requiring us to fair value the derivatives each reporting period and mark to market as a non-cash adjustment to our current period operations. This resulted in a gain of $5,831 and a gain of $-0- on change in fair value of derivative liabilities for the six months ended June 30, 2014 and 2013, respectively.

~~Page~~INTEREST 20EXPENSE: Interest expense for the six months ended June 30, 2014 was $72,162 compared to $27,448 for the same period last year. In the current period, we incurred $64,452 non-cash debt discount and OID amortization and $3,857 in non-cash interest expense on issued convertible debt as compared to $-0- for the same period last year.

~~SIGNATURES~~NET LOSS: The Company incurred a net loss of $231,368 for the six months ended June 30, 2014, compared with a net loss of $523,970 for the six months ended June 30, 2013, which reflects a quarter-to-quarter decrease in the amount of loss for the period of $292,602. The principal reason for the reduction in the net loss is due to the significant decrease in operating expenses as described above.

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~17

~~Dated~~LIQUIDITY ~~: September~~AND ~~17,~~CAPITAL ~~2012~~RESOURCES

USAs ~~FUEL~~of ~~CORPORATION~~June 30, 2014, we had a working capital deficit of $2,959,538 which compares to a working capital deficit of $2,853,968 as of December 31, 2013. We used $49,742 in operating activities for the six months ended June 30, 2014 as compared to $18,703 for the same period, prior year.

~~By:~~Cash ~~/s/~~flows ~~Harry~~used ~~Bagot~~in ~~By:~~investing ~~/s/~~activities was ~~William~~zero E.during ~~Chady~~the ~~Harry~~six ~~Bagot~~months ~~William~~ended EJune 30, 2014. ~~Chady~~Cash ~~Title:~~flows ~~President~~provided by financing activities were $50,000 ~~CEO~~from ~~Title:~~issuance ~~CFO~~of convertible debt.

~~Page~~We 21believe that anticipated cash flows from operations will be insufficient to satisfy our ongoing capital requirements. We are seeking financing in the form of equity capital in order to provide the necessary working capital. 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.

If we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations liquidity and financial condition.

Auditors' opinion expresses doubt about the Company's ability to continue as a going concern. The independent auditors report on the company's December 31, 2012 and 2013 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.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Use of estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Significant estimates include the useful life of fixed assets and assumptions used in the fair value of stock-based compensation.

Stock Based Compensation

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

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2014 and December 31, 2013, the Company did not have any derivative instruments that were designated as hedges.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Off-Balance sheet Arrangements

We do not maintain off-balance sheet arrangements nor do we participate in any non-exchange traded contracts requiring fair value accounting treatment.

Item 4. Controls and Procedures.

As of June 30, 2014, the Company performed an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer), of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a - 15(e) or 15d - 15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation and due to the lack of segregation of duties and failure to implement accounting controls, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report such that the information relating to our Company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

The reason for the ineffectiveness of our disclosure controls and procedures was the result of having a limited number of employees and not having proper segregation of duties based on the cost benefit of hiring additional employees solely to address the segregation of duties issue. We compensate for the lack of segregation of duties by employing close involvement of management in day-to-day operations.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Remediation of Material Weaknesses in Disclosure Control and Procedures

As a small business, without a viable business and revenues, the Company does not have the resources to install a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance. As is the case with many small businesses, the Company will continue to work with its external consultants and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.

The Company will conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also increase management's review of key financial documents and records.

As a small business, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function. However, Company management does review, and will increase the review of, financial statements on a monthly basis. These actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.

Changes in Internal Controls

During the fiscal quarter ended June 30, 2014, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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.

On May 10, 2013, Global filed a civil action, number SC120696 in the Superior Court of the State of California, County of Los Angeles, West District. The named defendants are: Empyrean West, LLC (“EW”); Jay Carter, individually and as managing partner of EW; David Keller, individually and as CEO of EW; US Fuel Corporation; Harry Bagot, individually and as President and CEO of the Company; Stanley Drinkwater, individually and as Chairman of the Board of the Company; Steven Luck, individually and as a Member of the Company’s Board; William Chady, individually and as a member of the Company’s Board; Paul Adams, individually and as an officer of the Company; Robert Schwartz, individually and as majority stockholder of the Company; John Fairweather, individually and as Director of the Company; and Kenneth Faith, individually and as Treasurer of the Company.

The complaint alleges a total of twenty-one causes of action, twelve of which are directed to US Fuel Corporation. The allegations against the Company are: 1) breach of contract; 2) fraudulent concealment in violation of Civil Code §1710; 3) intentional misrepresentation in violation of Civil Code §1710; 4) unfair and deceptive practices; 5) contractual breach of implied covenant of good faith and fair dealing; 6) fraud; 7) negligent misrepresentation in violation of Civil Code §1572; 8) breach of non-competition covenant; 9) civil conspiracy; 10) breach of contract for failure of consideration of failure to perform; 11) breach of confidence; and 12) declaratory relief.

As of the date of this Report, the action was dismissed in California, but has been re-filed in Federal Court. Attempts to resolve our differences have been unsuccessful and we recently retained counsel to defend the federal action and assert viable counterclaims.

On March 15, 2013, the Company executed an employment contract with Paul Adams as Chief Operating Officer. On July 5, 2013, Mr. Adams submitted his letter of resignation to terminate our relationship with him due to mutual misunderstandings and differences between the Company and Mr. Adams. Although the Company has not received any formal service as of the date of this Report, Mr. Adams has since threatened Management that he may sue the Company over compensation he believes is owed to him under his contract.

Item 5. OTHER INFORMATION

On June 9, 2014, we filed a registration statement on Form 10 (the "Registration Statement") to register our common stock pursuant to Section 12(g) of the Exchange Act. Having cleared the comments we received from the SEC regarding such Registration Statement, the SEC declared the Registration Statement effective as of June 19, 2014. Therefore, our common stock is once again registered pursuant to Section 12(g) of the Exchange Act.

We are currently working towards having our common stock re-listed on the OTC Markets, however there can be no guarantee that our application will be approved. If our application is approved, we will file a Current Report on Form 8-K to disclose same.

Item 6. Exhibits.

31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 INS	XBRL Instance Document

101 SCH	XBRL Taxonomy Extension Schema Document

101 CAL	XBRL Taxonomy Calculation Linkbase Document

101 LAB	XBRL Taxonomy Labels Linkbase Document

101 PRE	XBRL Taxonomy Presentation Linkbase Document

101 DEF	XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

Pursuant to the requirements 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 CORPORATION

Date: August 14, 2014	By:	/s/ HARRY BAGOT
		Harry Bagot
		Chief Executive Officer (Principal Executive Officer)

Date: August 14, 2014	By:	/s/ WILLIAM CHADY
		William Chady
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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