UNITED
STATESSECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-KSB

(Mark One)

[ X ] ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934

For the
fiscal year ended:    December 31, 2006

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

For the
transition period from: __________ to ___________

Commission
File No.: 0-30303

NEWSEARCH,
INC.(Name of Small Business Issuer as Specified in Its Charter)

|                                | 
|------------------------------- | 
|                                | 
|COLORADO                        | 
|(State or Other Jurisdiction of | 
|Incorporation or Organization)  | 
|                                | 

2005 10th
Street, Suite A, Boulder, Colorado 80302 (Address of Principal Executive Offices)

(303)
444-4957(Issuers Telephone Number, Including Area Code)

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

Securities
registered under Section 12(g) of the Exchange Act:   Common Stock, par value $0.001

Check
whether the issuer (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 [ X ] No [   ]

Check
if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [   ]

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

State the issuers
revenues for its most recent fiscal year: $-0-

The
aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant as of April 30, 2007 was not determinable
because the registrants common stock is not currently trading.

The number of
shares of the registrants common stock outstanding as of April 30, 2007: 24,615,521
shares.

Transitional
Small Business Disclosure Format (Check one):  Yes  [   ]  No  [ X ]



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INDEX
TO FORM 10-KSB ANNUAL REPORT

|                                                                                   | Page
|---------------------------------------------------------------------------------- | ----
|Part I                                                                             |     
|                                                                                   |     
|Item 1.    Description of Business                                                 |     
|                                                                                   |     
|Item 2.    Description of Property                                                 |     
|                                                                                   |     
|Item 3.    Legal Proceedings                                                       |     
|                                                                                   |     
|Item 4.    Submission of Matters to a Vote of Security Holders                     |     
|                                                                                   |     
|Part II                                                                            |     
|                                                                                   |     
|Item 5.    Market for Common Equity and Related Stockholder Matters                |     
|                                                                                   |     
|Item 6.    Managements Discussion and Analysis or Plan of Operation               |     
|                                                                                   |     
|Item 7.    Financial Statements                                                    |     
|                                                                                   |     
|Item 8.    Changes in and Disagreements with Accountants                           |     
|on Accounting and Financial Disclosure                                             |     
|                                                                                   |     
|Item 8A    Controls and Procedures                                                 |     
|                                                                                   |     
|Item 8B    Other Information                                                       |     
|                                                                                   |     
|Part III                                                                           |     
|                                                                                   |     
|Item 9.    Directors, Executive Officers, Promoters, Control Persons and Corporate |     
|Governance; Compliance with  Section 16(a) of the Exchange Act                     |     
|                                                                                   |     
|                                                                                   |     
|Item 10.   Executive Compensation                                                  |     
|                                                                                   |     
|Item 11.     Security Ownership of Certain Beneficial Owners and                   |     
|Related Stockholder Matters                                                        |     
|                                                                                   |     
|Item 12.    Certain Relationships and Related Transactions, and                    |     
|Director Independence                                                              |     
|                                                                                   |     
|Item 13.   Exhibits                                                                |     
|                                                                                   |     
|Item 14.   Principal Accountant Fees and Services                                  |     
|                                                                                   |     
|Signatures                                                                         |     
|                                                                                   |     
|Financial Statements                                                               |     
|                                                                                   |     

1



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FORWARD-LOOKING
STATEMENTS

This
report contains forward-looking statements and information relating to us that
is based on the beliefs of our management as well as assumptions made by, and
information currently available to, our management. When used in this report,
the words anticipate, believe, estimate,
expect, intend, plan and similar
expressions, as they relate to us or our management, are intended to identify
forward-looking statements. These statements reflect managements current
view of us concerning future events and are subject to certain risks,
uncertainties and assumptions, including among many others:

|o |  | the
availability and adequacy of our cash flow to meet our requirements;
|- |  | ------------------------------------------------------------------------

|o |  | economic,
competitive, demographic, business and other conditions in our local  and regional
markets;
|- |  | -----------------------------------------------------------------------------------------------------

|o |  | changes
or developments in laws, regulations or taxes in  the ethanol or energy industries;
|- |  | -------------------------------------------------------------------------------------------

|o |  | actions
taken or not taken by third-parties,  including our competitors, as well as legislative,
regulatory, judicial and other governmental authorities;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | competition
in the ethanol industry;
|- |  | ------------------------------------

|o |  | the
failure to obtain or loss of any license or permit;
|- |  | -------------------------------------------------------

|o |  | the
cyclical nature of the energy industry, and therefore any downturns in this  cyclical
industry could adversely affect operations;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------

|o |  | the
energy-related industry that we service is heavily regulated and the costs  associated
with such regulated industries increases the costs of doing business;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | the
ability to carry out our business plan and to manage our growth effectively and
efficiently;
|- |  | ------------------------------------------------------------------------------------------------

|o |  | the
failure to manage any foreign exchange risk adequately;
|- |  | -----------------------------------------------------------

|o |  | a
general economic downturn or a downturn in the securities markets; and
|- |  | ------------------------------------------------------------------------

|o |  | risks
and uncertainties described in the Risk Factors section or elsewhere in this  Annual
Report on Form
|- |  | ---------------------------------------------------------------------------------------------------------

Should
any of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this report as anticipated, estimated or expected. All written and
oral forward-looking statements attributable to us or persons acting on our
behalf subsequent to the date of this Annual Report are expressly qualified in
their entirety by the foregoing risks and those set forth in the Risk
Factors section below.

PART I

When
used in this report, the terms Newsearch, Company,
we, our and us refer to Newsearch, Inc.

ITEM 1.   
DESCRIPTION OF BUSINESS.

Business
Overview

We are
a renewable energy company specializing in the thermochemical conversion of
cellulosic biomass and carbonaceous waste into synthetic gas, energy and liquid
fuels. Our clean energy projects and technology developments feature innovative
steam reforming and gasification technologies that can convert most types of
carbonaceous materials into synthesis gas that can be used either directly to
fire boilers, further upgraded to pipeline quality gas, or converted into
electricity or liquid fuels such as ethanol, methanol or diesel.

2



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Our
primary business is developing build-own-operate projects and power plants
(BOO plants). These projects are primarily located at industrial and
municipal sites having low-cost sources of feedstock and needing process heat
and/or power. Potential feedstock ranges from poor quality coal, coal slurry,
and municipal solid waste, to a variety of cellulosic biomass and agricultural
and industrial wastes. We also team with local partners and experts to combine
our steam reformation and gasification technologies with other complementary
processes (biodiesel, anaerobic digestion, algae production) in integrated
renewable energy parks.

Industry
Overview

Gasification
Process

A
variety of gasification processes for converting carbonaceous
materials into syngas are currently being used or under development. The primary
ones are conventional gasification and steam reforming. Others include plasma
arc, molten metal and supercritical water. Newsearch has a non-exclusive license
to use an innovative steam reforming technology, but draws on the full spectrum
of potential technologies to select the combination that is most appropriate for
each individual application.

Although
gasification technologies have been around since the mid-1800s, they have
generally not received sustained attention because of the widespread
availability of inexpensive fossil fuels and relatively lax environmental
standards. The situation is now changing rapidly because of concerns about
declining reserves of oil and gas, global warming, and the need to efficiently
dispose of increasing amounts of municipal and industrial wastes. Gasification
offers significant benefits in all of these areas by efficiently converting
wastes and renewable biomass into usable energy. We believe our molecular
reformation technologies have significant additional advantages over traditional
gasification technologies. As a result, we expect our opportunities for utility,
industry, and municipal applications of our technologies are multiplying
rapidly.

Conventional
Gasification

Gasification
thermo-chemically converts carbonaceous materials into a synthesis gas
(syngas) comprised primarily of hydrogen and carbon monoxide. It is
an exothermic process that generates heat as well as syngas. In contrast to the
full oxidation of incineration or combustion, gasification converts the material
(often under pressure) in an oxygen deprived environment so that the feedstock
undergoes a molecular transformation, creating a low to medium heating-value gas
that can be used in a variety of applications.

Conventional
gasifiers are usually divided into three main types: fixed-bed, fluid-bed, and
entrained flow. Fixed-bed gasifiers are further classified as up-draft
(counter-current) or down-draft (co-current). Some are air-blown and others
oxygen blown; some are run at atmospheric pressure and others are pressurized.
Each variant has advantages and disadvantages. There are over 100 large
gasifiers in operation, primarily using refinery or paper plant wastes. No
mid-size gasifiers are currently in wide-spread commercial use, which is an area
where we see tremendous opportunity and growth.

All
types of conventional gasifiers entail certain inherent drawbacks. Perhaps most
important is the challenge of cleaning up the hot gas emerging from the
gasifiers, which typically contains high levels of tars and particulate matter.
In addition, unless the gasifier is oxygen blown (which adds to cost), the gas
is diluted by the air used in partial oxidation, which means that the syngas
contains higher levels of inert gas (primarily nitrogen), thereby reducing its
heating value. Despite these inherent disadvantages, conventional gasifiers are
the most appropriate choice for many applications and we are currently
developing improvements to conventional gasifiers, including systems for
preparing and introducing feedstock into the gasifier, improving gas flow and
optimizing ash removal.

3



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Steam
Reforming Process

Steam
reforming is an endothermic (heat absorbing) process that yields a syngas with a
higher heating value than the carbon being converted (in contrast to the
exothermic gasification process where the heating value of the syngas is reduced
by the heat released by the process). Steam reforming has been widely used in
the production of fuels and chemicals for more than half a century. Our business
is currently focused on the steam reforming technology.

Steam
reforming has several inherent advantages, including the ability to accommodate
a wide range of feedstock and to produce a consistent, high-quality medium
heating value syngas (300-500 BTU per cubic foot). This makes the syngas
especially well-suited for transformation into liquid fuels (ethanol, methanol,
diesel) and for chemical manufacturing processes. The medium heating value gas
can also be used directly in internal combustion engines or gas turbines to
generate electricity, or in larger sizes can be linked to steam turbines in
integrated gasification combined cycle (IGCC) applications.

We
currently have a non-exclusive license to use a particular form of pyrolytic
steam reforming technology (PSR technology) on our first BOO plants.
We believe this process holds considerable promise for specific mid-size
applications, but is currently just entering pre-commercial service and is not
yet ready for commercial use. As a result, we have been working with other
technology suppliers to meet near-term demand and to expand the range of options
that we can provide to potential clients. These other technologies include both
steam reforming as well as improvements to conventional fixed-bed and
fluidized-bed gasifiers.

Cellulose
to Ethanol Process

Ethanol
is a renewable fuel produced by the fermentation of starches and sugars such as
those found in grains and other crops or by catalytic conversion of syngas
though a number of technologies, including our preferred gas-to-liquids
(GTL) process technologies. Ethanol contains 35% oxygen by weight
and, when combined with gasoline, it acts as an oxygenate, artificially
introducing oxygen into gasoline and raising oxygen concentration in the
combustion mixture with air. As a result, the gasoline burns more completely and
releases less unburnt hydrocarbons, carbon monoxide and other harmful exhaust
emissions into the atmosphere. The use of ethanol as an automotive fuel is
commonly viewed as a way to reduce harmful automobile exhaust emissions. Ethanol
can also be blended with regular unleaded gasoline as an octane booster to
provide a mid-grade octane product that is commonly distributed as a premium
unleaded gasoline.

Studies
published by the Renewable Fuel Association indicate that approximately 5.0
billion gallons of ethanol will be consumed this year in the United States, and
every automobile manufacturer approves and warrants the use of E10. Because the
ethanol molecule contains oxygen, it allows an automobile engine to more
completely combust fuel, resulting in fewer emissions and improved performance.
Fuel ethanol has an octane value of 113 compared to 87 for regular unleaded
gasoline. Domestic ethanol consumption has tripled in the last eight years, and
consumption increases in some foreign countries, such as Brazil, are even
greater in recent years. For instance, over half of the automobiles in Brazil
operate on 100% ethanol, and others use a mixture of 22% ethanol and 78%
gasoline. The European Union and Japan also encourage and mandate the increased
use of ethanol.

For
every barrel of ethanol produced, the American Coalition for Ethanol estimates
that 1.2 barrels of petroleum are displaced at the refinery level, and that
since 1978, U.S. ethanol production has replaced over 14.0 billion gallons of
imported gasoline or crude oil. According to a Mississippi State University
Department of Agricultural Economics Staff Report in August 2003, a 10% ethanol
blend results in a 25% to 30% reduction in carbon monoxide emissions by making
combustion more complete. The same 10% blend lowers carbon dioxide emissions by
6% to 10%.

4



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During
the last 20 years, ethanol production capacity in the United States has grown
from almost nothing to an estimated 5 billion gallons per year in 2006. In the
United States, ethanol is primarily made from starch crops, principally from the
starch fraction of corn. Consequently, the production plants are concentrated in
the grain belt of the Midwest, principally in Illinois, Iowa, Minnesota,
Nebraska and South Dakota.

In the
United States, there are two principal commercial applications for ethanol. The
first is as an oxygenate additive to gasoline to comply with clean air
regulations. The second is as a voluntary substitute for gasoline  this is
a purely economic choice by gasoline retailers who may make higher margins on
selling ethanol-blended gasoline, provided ethanol is available in the local
market. The U.S. gasoline market is currently approximately 140 billion gallons
annually, so the potential market for ethanol (assuming only a 10% blend) is 14
billion gallons per year. Increasingly, motor manufacturers are producing
flexible fuel vehicles (particularly sports utility vehicle models) which can
run off ethanol blends of up to 85% (known as E85) in order to obtain exemptions
from fleet fuel economy quotas. There are now in excess of 5 million flexible
fuel vehicles on the road in the United States and automakers will produce
several million per year, offering further potential for significant growth in
ethanol demand.

In a
recent report, Outlook for Biomass Ethanol Production Demand, the
U.S. Energy Information Administration found that advancements in production
technology of ethanol from cellulose could reduce costs and result in production
increases of 40% to 160% by 2010. Biomass (cellulosic feedstocks) includes
agricultural waste, woody fibrous materials, forestry residues, waste paper,
municipal solid waste and most plant material. Like waste starches and sugars,
they are often available for relatively low cost, or are even free. However,
cellulosic feedstocks are more abundant, global and renewable in nature. These
waste streams, which would otherwise be abandoned, land-filled or incinerated,
exist in populated metropolitan areas where ethanol prices are higher.

Our Current
Business

We are
developing renewable energy projects utilizing innovative PSR technology and
thermochemical molecular reformation technologies that produce energy in the
form of synthesis gas, electricity or liquid fuels (including
cellulosic ethanol) from carbonaceous wastes or low cost fuels. We
have a non-exclusive license with marketing and supply rights to use a patented
steam reforming process from BioConversion Technology, LLC (BCT),
U.S. patent (#6,863,878), that has been developed over the past ten years and
has undergone extensive testing on a wide variety of feedstock. In addition, we
are considering the possibility of seeking licensing rights to a pulse-enhanced
steam reforming technology that has been in commercial operation for over three
years, as well as an agreement with Cascades Group of Canada to use their
Engineer, Procure and Construct (EPC) and PSR technology experience
in developing clean energy projects. We are creating strategic alliances with
other complementary steam reforming and thermo-chemical technologies that we
expect will expand our range of waste-to-energy molecular reformation
applications.

Our
goal is to be one of the worlds premier suppliers of mid-sized
waste-to-energy systems, initially based on our technology relationships. We
believe these energy systems are one of the most cost-effective options for many
mid-sized, multi-fuel applications. We are focused on improving upon current
technologies and building a suite of next-generation technologies in order to
remain competitive in the rapidly growing alternative energy sector. We have
assembled an experienced team of service and technology providers, and have a
growing pipeline of project and technology development opportunities.

5



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We
anticipate that our primary business will be providing BOO alternative energy
plants to private and public entities. The BOO approach relieves these entities
from the burden of selecting the best technology and, most importantly, in
planning, developing, financing and operating facilities that are not part of
their core businesses. We intend to use our existing and anticipated technology
licenses and relationships to source the most appropriate equipment for specific
applications, as well as our private banking and public finance expertise to
develop structured financings to minimize project funding requirements. During
the first few years, we intend to undertake selective consulting engagements in
order to supplement our cash flow, increase our knowledge of particular markets
and technology opportunities, and develop project leads.

We are
targeting the mid-range (5 to 100 megawatt equivalent) market, where PSR
technology is most cost-competitive. We intend to target projects that use low
or negative-cost fuels, such as poor quality coal, municipal solid waste, sewage
sludge, tires, wood and other waste and cellulosic biomass. We expect to
concentrate on industrial and municipal projects where most of the energy can be
used on site, with the surplus sold to the pipeline or grid. These projects can
be quickly sited and permitted and offer the greatest potential for entering
into energy saving contracts and earning emission reduction credits
(EMCs). Our initial marketing emphasis will be on projects in
the United Kingdom, the United States and Canada, where we believe no company
has established a leadership position in this inside-the-fence
energy supply arena. Thus we believe the field is currently open for us to
capture a significant share of the market for on-site plants.

PSR
technology represents a qualitative environmental and economic improvement over
the current generation of mid-size conventional gasifiers. It is a clean and
much more efficient system than traditional gasification, with negligible
emissions from the processes falling well below current Californian Clean Air
Regulations. PSR technology operates in the absence of air or oxygen and
features a thermo-chemical conversion process that converts carbonaceous
feedstock (fuel) to syngas in two steps: pyrolysis followed by steam
reformation. Simply put, the correct combination of heat, pressure and steam
convert the feedstock into a synthesis gas, that is then passed through a
catalyst and transformed into a liquid fuel (ethanol, methanol, butanol).
Because our preferred technologies operate in a closed system and are very
different from the usual air-blown or oxygen-blown gasifiers, they can use a
wider variety of feedstock, are more easily controlled, and result in lower
emissions than competing combustion or gasification technologies.

Both
the conversion of coal and other opportunistic feedstock and waste to syngas, as
well as the subsequent transformation of syngas to ethanol, are of critical
strategic importance. Ethanol, which is a spot market commodity, is currently
selling above $2.75 per gallon. We believe that the ability to produce clean
energy at high efficiency and at a competitive price is vital to our long-term
success. The European Union Legislation now requires 5% of all road fuel to be
ethanol-based by 2010, thus resulting in a rapid tightening of the ethanol
markets. In steam reforming technologies, the ethanol produced is of a higher
quality than the ethanol produced by established fermentation technology, as it
is deemed anhydrous with its extra hydrogen molecule, which means that it will
blend fully when mixed with petroleum or diesel and does not absorb water. The
syngas produced, due to its high hydrogen content, can be used as fuel for
hydrogen fuel cell applications as well.

We are
currently targeting mid-size applications of our technology, especially mid-size
industrial and municipal facilities that generate or process waste materials and
need on-site energy for their own use. In addition, where appropriate low-cost
or no-cost waste feedstock is available, we would anticipate developing
stand-alone merchant energy facilities. With our anticipated suite
of technologies, we expect the costs of providing energy from low-cost
feedstock, such as poor-quality coal, agricultural wastes, or industrial
byproducts, to be quite low. Given its low production costs, we believe we can
stand on our own as a producer of energy at most locations where low-cost
feedstock supplies are available. By concentrating primarily on the on-site
segment, however, we can more easily insulate ourselves from broader price
fluctuations through the use of longer-term feedstock supply and energy purchase
agreements.

6



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We
expect our primary revenues will be the sale of energy in the form of syngas,
ethanol and other liquid fuels, pipeline gas, and/or electric power. We are,
however, operating in the market space where we believe there is potential to
generate substantial additional revenues by taking waste streams off the hands
of generators, who would otherwise have to pay disposal costs.

In
addition, there are increasing opportunities to realize further revenue streams
by selling EMCs (or Renewable Obligation Certificates
(ROCs) in the UK) to emitters who cannot cost-effectively meet
their emissions targets with their existing processes or equipment upgrades.
While the markets for these types of credits are developing slowly in the United
States, primarily because of the unwillingness to accept binding limits on
greenhouse gas emissions, many other countries are developing markets for these
credits. We believe the United States will move in this direction over the next
few years as the evidence for global warming continues to mount and as more
industries, states and localities begin to take unilateral action. For example,
the state of California has recently entered into an agreement with the UK to
collaborate on emissions reduction. More importantly, the UK has already
developed a robust market for ROCs because of its participation in the
European Union as well as public demand for global climate protection.

Pilot Plant

We
have studied numerous project and feedstock options to be used in connection
with PSR technology and have decided that the best fuel for the first plant is a
blend of coal fines and coal slurry. We have recently signed a Letter of
Understanding with UK Coal PLC, the largest coal producer in England, to explore
first a 100 to 150 ton-per-day (tpd) pilot plant and then a large, commercial
1200 tpd plant using the fuel blend mixed with other opportunistic regional
feedstocks with a tipping fee. UK Coal has indicated that they may wish to
participate in this project on a joint venture basis and may be willing to
contribute the site and financial assistance on the plant.

UK  Coal is the
type of strategic partner we are looking for, as it has a  significant supply of coal
fines and millions of tons of coal slurry sitting in  lagoons at its headquarters site
near Doncaster in North East England. We  believe this feedstock blend is an excellent
fuel source for the PSR technology,  and UK Coal has identified acres of spare land
available to site the plant.  Additionally, UK Coal has all relevant and necessary
permits for us to build and  operate our PSR technology on its site, which should result
in saving months of  time and costs that would otherwise be required in planning and
meeting  regulatory requirements. Lastly, we are being supported by NISP, a UK Government
department under the Department of Trade and Industry, to push this project to a  speedy
and successful start.

By
including other opportunistic feedstocks that have tipping fees, we anticipate
showing a profit on raw material over the cost of the slurry. Additionally we
could receive revenues from ROCs; however, ROCs are within the UK
Governments control and thus revenue from ROCs may be limited and
beyond our control.

We
expect that this pilot plant will enable us to process and evaluate different
feedstocks and to assess the financial advantages of producing syngas or
ethanol, and in what proportions. Once running the plant, we will become
eligible for government green credits and, with these the value of syngas may
exceed that of ethanol depending upon its price.

7



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Market

We
intend to focus our business on projects for industrial and municipal facilities
that have low-cost fuel supplies and on-site gas, electricity and/or process
heat needs. These facilities typically prefer to purchase their energy (and
where necessary, waste disposal services) from third parties. Our primary
product offering, therefore, will be a one-stop, full-service, third-party
source for generating on-site syngas, heat, electric power, and/or ethanol or
other liquid fuels from locally available waste or low-cost fuel sources.

We are
currently taking steps to be a supplier of mid-size, on-site energy conversion
facilities by providing what we believe to be the best technology at a
reasonable price. We will target creditworthy public and private sector clients
across a broad range of industries and geographic regions in order to diversify
and reduce market risks. Following successful initial penetration of the UK,
Canadian and U.S. markets, we intend to expand to other international markets
targeting clients with similar profiles.

Research and
Development

We
expect to focus our research and development on designing, developing and
testing the technologies that we offer or will offer to our customers. A primary
goal will be to bring new products and new versions of existing products to
market quickly in order to keep pace with customer demands and remain
competitive in the marketplace. As of December 31, 2006, however, we had not
developed our own proprietary technology but rather licensed the BCT technology.
As a result, during the fiscal year ended December 31, 2006, we incurred no
research and development expenses.

Competition

We are
in direct competition with numerous other energy and alternative-energy
producers, many of whom have greater resources than we do. We expect that
additional alternative-energy producers will continue to enter the market as the
demand for cleaner and more environmentally friendly energy sources continues to
increase. We believe we can compete with other alternative energy producers
based upon our suite of technology rights, our focus on the
inside-the-fence market segment and our primary market focus in
North America and the European Union. We anticipate pricing our BOO projects to
be competitive with other vendors, but expect to compete on the quality of the
technology and responsiveness to client needs rather than on price per se.

The
liquid fuels produced by our technologies will be competing with similar
synthetic and/or renewable fuels from many of the major ethanol producers and
our profitability will be dependent upon our ability to produce the fuel at a
competitive price. Our principal competitors in the manufacture and distribution
of ethanol production inputs include agricultural co-operatives, national liquid
fuel producers, major grain companies and independent distributors and brokers.
Many of these competitors have greater financial, marketing and research and
development resources than we do, or better name recognition, and can better
withstand adverse economic or market conditions. In addition, as a result of
increased pricing pressures caused by competition, we may in the future
experience reductions in any profit margins on sales, or may be unable to pass
future material price increases on to customers. Moreover, there are currently
several companies trying to develop improved gasification technologies, some of
whom we are working with, but many of whom will be our direct competitors.

We
believe our competitors will include, among others:

1.   BlueFire
Ethanol Fuels, Inc. BlueFire (Pink Sheets  BFRE) is an alternative energy
company that has licensed a patented process that produces ethanol from
cellulose for sale into the transportation fuel market. BlueFires goal is
to develop, own and operate high-value carbohydrate-based transportation fuel
plants to provide a viable alternative to fossil fuels, and to provide
professional services to such plants worldwide. These biorefineries
will convert widely available, inexpensive, organic materials such as
agricultural residues, high-content biomass crops, wood residues, and cellulose
in municipal solid wastes into ethanol.

8



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2.   
Intrinergy LLC. Intrinergy provides tailored energy solutions for its industrial
partners in the form of synthetic gas, steam or electricity. Intrinergy builds,
owns and operates gasification and pyrolysis units, thus limiting the capital
expenditures of its clients.

3.   
Range Fuels. Range Fuels (Khosla Ventures) is developing a similar
thermo-chemical process to produce celluosic ethanol. Range Fuels recently
announced plans to build the first commercial cellulosic ethanol plant in the
U.S. at a site near Soperton, Georgia. On February 28, 2007, Range Fuels
announced that the U.S. Department of Energy (DOE) awarded the company up to $76
million to build the first commercial cellulosic ethanol plant in the U.S. at
their Soperton site. Their website reported that the DOE awarded Range Fuels the
grant after a rigorous competitive process that included a detailed technology
review, an assessment of the availability of nearby renewable and sustainable
non-food biomass feedstock supplies, and an evaluation of the companys
ability to successfully commercialize and replicate the project at other
locations.

4.   
Rentech, Inc. Rentech (AMEX  RTK) has similar non-exclusive rights to the
BCT technology with plans to use the process gasifier to convert coal to syngas,
then feeding the gas into their FischerTropsch catalyzed chemical reactor
for conversion to liquid hydrocarbon fuel.

5.   Sasol Ltd.
Sasal uses an  iron-based  catalyst at four  facilities  in South  Africa  that,
according to  published  reports,  produce a total of  approximately  160,000 barrels per
day of liquid  hydrocarbons,  primarily  from coal.

Government
Incentives and Policies

The
Clean Air Act Amendments of 1990, or the CAAA, established several programs in
order to improve air quality by, among other things, imposing restrictions on
the emissions of hazardous pollutants into the atmosphere. As a means to address
common sources of air pollution such as automobiles, trucks and electric power
plants, the CAAA encourages the development and sale of alternative fuels as the
nation attempts to meet national air quality standards. Sales of alternative
fuels have been favorably affected by the CAAA, particularly the Federal Oxygen
Program, which became effective November 1, 1992. The Federal Oxygen Program
requires the sale of oxygenated motor fuels during the winter months in certain
major metropolitan areas to reduce carbon monoxide pollution. Sales of
alternative fuels also have increased due to a second CAAA program, the
Reformulated Gasoline Program. This program became effective January 1, 1995,
and requires the sale of reformulated gasoline in nine major urban areas to
reduce pollutants, including those that contribute to ground level ozone, better
known as smog.

In
addition, increasingly stricter Environmental Protection Agency
(EPA) regulations are expected to increase the number of
metropolitan areas deemed in non-compliance with Clean Air Standards. Beginning
in June 2006, the EPA started to phase-in a program to reduce the permissible
sulfur content in highway diesel fuel from 500 parts per million to 15 parts per
million, which could increase the demand for ethanol.

On
October 22, 2004, President Bush signed H.R. 4520, which contained the
Volumetric Ethanol Excise Tax Credit (VEETC) and amended the federal
ethanol excise tax structure effective as of January 1, 2005. Under VEETC, the
ethanol excise tax credit was eliminated, thereby allowing the full federal
excise tax of 18.4 cents per gallon of ethanol-blended gasoline to be collected
and allocated to the highway trust fund. The reduced federal excise tax rate of
12.35 cents per gallon rate for qualified methanol fuel and 13.25 cents per
gallon rate for qualified ethanol fuel have been extended to apply through
December 31, 2008. In place of the previous tax credit, VEETC created a new
volumetric ethanol excise tax credit of 51 cents per gallon of ethanol blended.
Refiners and gasoline blenders apply for this credit on the same tax form as
before only it is a credit against general revenue, not the highway trust fund.
Based on volume, the VEETC is expected to allow much greater refinery
flexibility in blending ethanol.

9



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On
August 8, 2005, President Bush signed the Energy Policy Act of 2005 (H.R.
6) into law. The comprehensive energy legislation includes a nationwide
renewable fuels standard (RFS) that is expected to double the use of
ethanol and biodiesel by 2012.

Under
the RFS, a small percentage of the U.S. fuel supply will be provided by
renewable, domestic fuels. The increased use of renewable fuels will expand U.S.
fuel supplies while easing an overburdened refining industry. The Energy Policy
Act of 2005 established RFS provisions that mandate use of renewable fuels
starting at 4 billion gallons in 2006 with increases to 7.5 billion gallons by
2012. The Act also provides that, beginning in 2013, a minimum of 250 million
gallons a year of cellulosic derived ethanol be included in the RFS. Flexibility
in meeting the RFS is provided for refiners through a credit trading program
that allows refiners to use renewable fuels where and when it is most efficient
and cost-effective for them to do so. The credit trading program will result in
lower costs to refiners and thus, consumers. RFS credits have a lifespan of 12
months. The credit trading program allows for every gallon of cellulose-derived
ethanol to be equal to 2.5 gallons of renewable fuel. The reformulated gasoline
(RFG) 2.0 wt percentage oxygenate standard under the Clean Air Act is eliminated
270 days after enactment. (Requirement was lifted by U.S. EPA May 8, 2006).

The
use of ethanol as an oxygenate to blend with fuel to comply with federal
mandates also has been aided by federal tax policy. The Energy Tax Act of 1978
exempted ethanol blended gasoline from the federal gas tax as a means of
stimulating the development of a domestic ethanol industry and mitigating the
countrys dependence on foreign oil. As amended, the federal tax exemption
currently allows the market price of ethanol to compete with the price of
providing a per gallon equalization payment that allows blenders to
pay more for ethanol than the wholesale price of gasoline and still retain
profit margins equal to those received upon the sale of gasoline that is not
blended with ethanol. Under current law, the federal gasoline tax exemption for
a 10% ethanol blend is 5.1 cents per gallon through 2010.

Government
Regulations, Environment and Permits

Our
technologies are subject to compliance with United States federal, state and
local environmental, health and safety laws and regulations. These regulations
govern operations and use, storage, handling, discharge and disposal of a
variety of substances. For instance, under CERCLA, we could be held jointly and
severally responsible for the removal and remediation of any hazardous substance
contamination at our facilities, at neighboring properties (where migration from
our facilities occurred) and at third party waste disposal sites. We could also
be held liable for any consequences arising out of human exposure to these
substances or other environmental damage. We may incur substantial costs to
comply with these environmental, health and safety law requirements. We may also
incur substantial costs for liabilities arising from past releases of, or
exposure to, hazardous substances. In addition, we may discover currently
unknown environmental problems or conditions. The discovery of currently unknown
environmental problems or conditions, changes in environmental, health and
safety laws and regulations or other unanticipated events could give rise to
claims that may involve material expenditures or liabilities for us.

10



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We are
not subject to any government oversight for our current operations other than
for corporate governance and taxes. However, the production facilities that we
anticipate constructing will be subject to various federal, state and local
environmental laws and regulations, including those relating to the discharge of
materials into the air, water and ground, the generation, storage, handling,
use, transportation and disposal of hazardous materials, and the health and
safety of our employees. In addition, some of these laws and regulations will
require our facilities to operate under permits that are subject to renewal or
modification. These laws, regulations and permits can often require expensive
pollution control equipment or operational changes to limit actual or potential
impacts to the environment. A violation of these laws and regulations or permit
conditions can result in substantial fines, natural resource damages, criminal
sanctions, permit revocations and/or facility shutdowns.

Employees

As of
December 31, 2006, we had two full-time consultants and no employees. We
intend to hire the necessary executives and employees to implement our business
plan during the second quarter of 2007.

Internet Web
Site

Our
website is located at http://www.globalcleanenergy.net.

Corporate
History

Newsearch,
Inc., a Colorado  corporation  also doing business as Global Clean Energy,  Inc.,
was incorporated on  December 3, 1999.  Newsearch  was formed as a blank  check  company
for the purpose of seeking to complete a merger  or business  acquisition  transaction,
and as the successor to a previous  public trading  corporation,  which was  also named
Newsearch, Inc. (Old Newsearch).

Old
Newsearch existed under the laws of Colorado from June 21, 1984 through January
1, 1990. During the period December 1984 through August 1988, the Company was
listed in Moodys Investors Service and its shares were publicly traded on
the Pink Sheets. On January 1, 1990, Old Newsearch was
administratively dissolved by the Colorado Secretary of State for failure to
file its bi-annual report and pay the related filing fees. At that point in
time, Old Newsearch became a partnership (the Newsearch Partnership)
with the prior shareholders maintaining their proportionate interest in the
Newsearch Partnership relative to the shares each owned in Old Newsearch.

On
December 3, 1999, the board of directors of Newsearch authorized and issued
301,050 shares of its common stock in exchange for all the partners
interests in the Newsearch Partnership. A distribution of Newsearchs
shares was made to the partners of the Newsearch Partnership on a pro rata basis
of one share of common stock for each one hundred partnership interests of the
Newsearch Partnership (previously equal to 100 shares of Old Newsearch).

On
August 20, 2002, Newsearch executed a Stock Exchange Agreement and Plan of
Reorganization with Panache, Inc. (Panache), a Colorado corporation,
and the two majority shareholders of Panache. Among other things, the Panache
shareholders as a group became the holders of 700,000 shares of the
Companys common stock, out of the 1,150,250 shares issued and outstanding
immediately after the Panache stock exchange, and Panache became a wholly-owned
subsidiary of Newsearch. During 2004, a shareholder of the Company surrendered
350,000 shares of the Companys common stock for no consideration. These
shares were cancelled by the Company.

Panache
was incorporated under the laws of Colorado on May 18, 1998, and sold
womens apparel under its trade name, The Ollie Collection, on
a wholesale basis primarily through its display showrooms at the Denver
Merchandise Mart. In addition, Panache represented several manufacturers of
womens apparel and accessories and also bought and resold womens
apparel and accessories for its own account, for resale. Panache ceased
operations in June 2004, when it determined that its business plan could not be
executed due to a lack of operating capital and prospects for raising adequate
funding, and was later dissolved in January 2005. The Company was dormant from
July 2004 through July 2006.

11



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Change in
Control

On
August 16, 2006, Kenneth Adessky acquired 347,100 shares of the Companys
common stock for $3,471 from Dean Wicker, the Companys former President
and sole director, and 240,400 shares for $2,404 from Egin Bresnig. Mr. Adessky
purchased these shares with personal funds and was appointed the sole director
of the Company. On August 29, 2006, the Company elected Dr. Earl Azimov and John
Grob to the Board of Directors. Earl Azimov was elected Chairman. The Company
also elected new officers: John Grob  CEO and President, and Kenneth
Adessky  Chief Financial Officer and Secretary.

On
November 29, the Company issued 23,333,333 shares of its common stock to Vision
Capital Partners AA Ltd., a Canadian corporation (Vision Capital),
in exchange for the conversion of $350,000 face amount of promissory notes. The
notes were originally issued by the Company to Vision Capital on August 18,
September 22 and October 12, 2006 for an aggregate of $350,000 cash. Vision
Capital then immediately distributed the shares of the Company, including
5,550,000 shares of common stock to each of Messrs. Azimov, Grob and Adessky,
and 6,683,333 shares to fifteen other designees of Vision Capital. Dr. Azimov,
Chairman of the Companys Board, and Mr. Adessky, the Companys CFO,
Secretary and a Director, each owns 50% of Vision Capital and is an officer and
director of Vision Capital.

In
December 2006, the Company issued 375,000 shares of its common stock to
EnviroClean Energy Corporation (EEC) for the assignment of all of
EECs rights, title and interest in the gasification technology held by BCT
U.S. patent (#6,863,878). For purposes of this transaction, these shares were
valued at $.40 per share, or $150,000, based primarily on the fact that EEC had
previously paid BCT $150,000 for this technology license. Also, the Company
issued 75,000 shares of its common stock for the conversion of a $25,000
promissory note and 31,938 shares to two individuals for professional services
rendered. As of December 31, 2006, the Company had issued and outstanding
24,615,521 shares of common stock.

Exchange Act
Registration

We  voluntarily
filed a registration statement on Form 10-SB in July 2000 with the  Securities and
Exchange Commission (SEC or Commission)  in order to register our
common stock under Section 12(g) of the Securities  Exchange Act of 1934, as amended (Exchange
Act). We are required to  file quarterly, annual and other reports and other
information with the SEC as  required by the Exchange Act. The SEC maintains a website
that contains annual,  quarterly and current reports, proxy and information statements
and other  information filed with the SEC. The  SECs website address is
http://www.sec.gov. You may also read and copy any  document we file with the SEC at the
SECs public reference room, 450 Fifth  Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for  further information on the operation of its public
reference room.

Risk Factors

You
should carefully consider the risks described below, which constitute all of the
material risks facing us. If any of the following risks actually occur, our
business could be harmed. You should also refer to the other information about
us contained in this Form 10-KSB, including our financial statements and related
notes.

12



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We
have limited operating experience and a history of operating losses, and we may
be subject to risks inherent in early stage companies, which may make it
difficult for you to evaluate our business.

We
have a limited operating history upon which you can evaluate our business and
prospects. We cannot provide any assurance that we will profitable in any given
period or at all. You must consider our business, financial history and
prospects in light of the risks and difficulties we face as an early stage
company with a limited operating history. In particular, our management may have
less experience in implementing our business plan and strategy compared to our
competitors, including our strategy to increase our market share and build our
brand name. In addition, we may face challenges in planning and forecasting
accurately as a result of our limited historical data and inexperience in
implementing and evaluating our business strategies. Our inability to
successfully address these risks, difficulties and challenges as a result of our
inexperience and limited operating history may have a negative impact on our
ability to implement our strategic initiatives, which may have a material
adverse effect on our business, prospects, financial condition and results of
operations.

We may
not be able to raise sufficient capital to grow our business.

We
have in the past needed to raise funds to operate our business, and we may need
to raise additional funds to construct our BOO plants in commercial quantities.
If we are unable to raise additional funds when needed, our ability to operate
and grow our business could be impaired. We do not know whether we will be able
to secure additional funding or funding on terms favorable to us. Our ability to
obtain additional funding will be subject to a number of factors, including
market conditions, our operating performance and investor sentiment. These
factors may make the timing, amount, terms and conditions of additional funding
unattractive. If we issue additional equity securities, our existing
stockholders may experience dilution or be subordinated to any rights,
preferences or privileges granted to the new equity holders.

Gasification
/ Pyrolytic Steam Reforming technology may not gain broad commercial acceptance.

Commercial
applications of gasification / PSR technology are at an early stage of
development, and the extent to which gasification / PSR power generation will be
commercially viable is uncertain. Many factors may affect the commercial
acceptance of gasification / PSR technology, including the following:

| |  | performance,
reliability and cost-effectiveness of gasification / PSR technology  compared to
conventional and other alternative energy sources and products;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | developments
relating to other alternative energy generation technologies;
|- |  | --------------------------------------------------------------------------

| |  | fluctuations
in economic and market conditions that affect the cost or viability of  conventional and
alternative energy sources, such as increases or decreases in  the prices of oil and
other fossil fuels;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | overall
growth in the alternative energy equipment market;
|- |  | ----------------------------------------------------------

| |  | availability
and terms of government subsidies and incentives to support the development of
alternative energy sources, including gasification / PSR;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | fluctuations
in capital expenditures by utilities and independent power  producers, which tend to
decrease when the economy slows and interest rates  increase; and
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
development of new and profitable applications requiring the type of energy  supply
provided by our autonomous gasification / PSR systems.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

13



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If
gasification / PSR technology does not gain broad commercial acceptance, our
business will be materially harmed and we may need to curtail or cease
operations.

If
sufficient demand for our BOO on-site alternative energy plants does not develop
or takes longer to develop than we anticipate, our revenues may decline, and we
may be unable to achieve and then sustain profitability.

Even
if gasification technology achieves broad commercial acceptance, our BOO plants
may not prove to be a commercially viable technology for generating electricity
from low-cost sources of feedstock. We expect to invest a significant portion of
our time and financial resources in the development of our BOO plants. As we
begin to market, sell and construct our BOO plants, unforeseen hurdles may be
encountered that would limit the commercial viability of our BOO plants,
including unanticipated construction, operating, maintenance and other costs.
Our target customers and we may also encounter technical obstacles to
construction, constructing and maintaining BOO plants with sufficient capacity
to generate competitively-priced electricity.

If
demand for our BOO plants fails to develop sufficiently, we may be unable to
grow our business or generate sufficient revenues to achieve and then sustain
profitability. In addition, demand for BOO plants in our presently targeted
markets, including North America and Europe, may not develop or may develop to a
lesser extent than we anticipate. If we are not successful in commercializing
our BOO plants, or are significantly delayed in doing so, our business,
financial condition and results of operations could be adversely affected.

Our
targeted markets are highly competitive. We expect to compete with other
alternative energy companies and may have to compete with larger companies that
enter into the alternative energy business.

The
renewable energy industry, particularly in our targeted markets of North America
and Europe, is highly competitive and continually evolving as participants
strive to distinguish themselves and compete with the larger electric power
industry. Competition in the renewable energy industry is likely to continue to
increase with the advent of dozens of new alternative energy technologies. If we
are not successful in constructing systems that generate competitively priced
electricity, we will not be able to respond effectively to competitive pressures
from other alternative energy technologies.

Moreover,
the success of alternative energy generation technologies may cause larger
electric utility and other energy companies with substantial financial resources
to enter into the alternative energy industry. These companies, due to their
greater capital resources and substantial technical expertise, may be better
positioned to develop new technologies. Our inability to respond effectively to
such competition could adversely affect our business, financial condition and
results of operations.

We
anticipate investing funds to construct demonstration BOO plants that generate
little or no direct revenue.

We
plan to construct in the future a demonstration and pilot BOO plant to establish
the feasibility of our gasification technology and to encourage the market
adoption of our BOO plants. A pilot BOO plant permits potential customers to see
first-hand the viability of gasification technology as a source of electricity.
Although we incur significant costs in constructing and maintaining a pilot BOO
plant, this BOO plant will generate little or no direct revenue to us.

14



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We may
be unable to manage the expansion of our operations effectively.

We
intend to expand our business significantly. However, to date the scope of our
operations has been limited, and we do not have experience operating on the
scale that we believe will be necessary to achieve profitable operations. Our
current personnel, facilities, systems and internal procedures and controls are
not adequate to support our anticipated future growth. We plan to add sales,
marketing and engineering offices in additional locations, including continental
Europe and throughout North America.

To
manage the expansion of our operations, we will be required to improve our
operational and financial systems, procedures and controls, increase our
construction operating capacity and expand, train and manage our employee base,
which must increase significantly if we are to fulfill our current construction,
operation and growth plans. Our management will also be required to maintain and
expand our relationships with any customers, suppliers and other third parties,
as well as attract new customers and suppliers. If we do not meet these
challenges, we may be unable to take advantage of market opportunities, execute
our business strategies or respond to competitive pressures.

We may
be unable to successfully negotiate and enter into operations and maintenance
contracts with potential customers.

An
important element of our business strategy is to maximize our revenue
opportunities with any potential future customers by seeking to enter into
operations and maintenance contracts with them under which we would be paid fees
for operating and maintaining the BOO plants that they have purchased from us.
Even if customers purchase our BOO plants, they may not enter into operations
and maintenance contracts with us. Even if we successfully negotiate and enter
into such operations and maintenance contracts, our customers may terminate them
prematurely or they may not be profitable for a variety of reasons, including
the presence of unforeseen hurdles or costs. In addition, our inability to
perform adequately under such operations and maintenance contracts could impair
our efforts to successfully market the BOO plants. Any one of these outcomes
could have a material adverse effect on our business, financial condition and
results of operations.

Problems
with the quality or performance of our BOO plants could adversely affect our
business, financial condition and results of operations.

We
anticipate that our agreements with customers will generally include guarantees
with respect to the quality and performance of our BOO plants. Because of the
limited operating history of our BOO plants, we will be required to make
assumptions regarding the durability, reliability and performance of the
systems, and we cannot predict whether and to what extent we may be required to
perform under the guarantees that we expect to give our customers. Our
assumptions could prove to be materially different from the actual performance
of our BOO plants, causing us to incur substantial expense to repair or replace
defective systems in the future. We will bear the risk of claims long after we
have sold our BOO plants and recognized revenue. Moreover, any widespread
gasification or technology failures could adversely affect our business,
financial condition and results of operations.

We
plan to market and sell our products in international markets. If we are unable
to manage our international operations effectively, our business, financial
condition and results of operations could be adversely affected.

We
plan to market and sell our products in foreign countries, including the United
Kingdom and other countries in the European Union, and we are therefore subject
to risks associated with having international operations. Risks inherent in
international operations include, but are not limited to, the following:

15



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| |  | changes
in general economic and political conditions in the countries in which we  operate;
|- |  | -------------------------------------------------------------------------------------------

| |  | unexpected
adverse changes in foreign laws or regulatory requirements, including those with  respect
to renewable energy, environmental protection, permitting, export duties  and quotas;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | trade
barriers such as export requirements, tariffs, taxes and other restrictions and
expenses, which could increase the prices of our BOO plants and make us less  competitive
in some countries;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | fluctuations
in exchange rates may affect demand for our BOO plants and may adversely affect  our
profitability in US dollars to the extent the price of our BOO plants and  cost of raw
materials and labor are denominated in a foreign currency;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | difficulty
with staffing and managing widespread operations;
|- |  | ------------------------------------------------------------

| |  | difficulty
of,  and costs relating to compliance with, the different commercial and legal
requirements of the overseas markets in which we offer and sell our BOO plants;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | inability
to obtain, maintain or enforce intellectual property rights; and
|- |  | --------------------------------------------------------------------------

| |  | difficulty
in  enforcing agreements in foreign legal systems.
|- |  | -------------------------------------------------------------

Our
business in foreign markets requires us to respond to rapid changes in market
conditions in these countries. Our overall success as a global business depends,
in part, on our ability to succeed in differing legal, regulatory, economic,
social and political conditions. We may not be able to develop and implement
policies and strategies that will be effective in each location where we do
business, which in turn could adversely affect our business, financial condition
and results of operations.

Currency
translation and transaction risk may adversely affect our business, financial
condition and results of operations.

Although
our reporting currency is the US dollar, we expect to conduct our business and
incur costs in the local currency of most countries in which we operate. As a
result, we will be subject to currency translation risk. We expect a large
percentage of our revenues to be generated outside the United States and
denominated in foreign currencies in the future. Changes in exchange rates
between foreign currencies and the US dollar could affect our revenues and cost
of revenues, and could result in exchange losses. We cannot accurately predict
the impact of future exchange rate fluctuations on our results of operations.

Our
business uses non-exclusive licensed technology, which may be difficult to
protect and may infringe on the intellectual property rights of third parties.

We
currently license our technology from BCT U.S. patent (#6,863,878). Our success
depends, in part, on our ability to use the BCT technology, and for BCT to
maintain its patents, maintain trade secrecy and not infringe the proprietary
rights of third parties. We cannot assure you that the patents of others will
not have an adverse effect on our ability to conduct our business, that we will
develop additional proprietary technology that is patentable or that any patents
will be issued to us or BCT will provide us with competitive advantages or will
not be challenged by third parties. Further, we cannot assure you that others
will not independently develop similar or superior technologies, duplicate
elements of the technology or design around it.

16



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It is
possible that we may need to acquire other licenses to, or to contest the
validity of, issued or pending patents or claims of third parties. We cannot
assure you that any license would be made available to us on acceptable terms,
if at all, or that we would prevail in any such contest. In addition, we could
incur substantial costs in defending ourselves in suits brought against us for
alleged infringement of another partys patents in bringing patent
infringement suits against other parties based on our licensed patents.

In
addition to licensed patent protection, we also rely on trade secrets,
proprietary know-how and technology that we will seek to protect, in part, by
confidentiality agreements with our prospective joint venture partners,
employees and consultants. We cannot assure you that these agreements will not
be breached, that we will have adequate remedies for any breach, or that our
trade secrets and proprietary know-how will not otherwise become known or be
independently discovered by others.

Our
financial results may fluctuate from quarter to quarter, which may make it
difficult to predict our future performance.

Our
financial results may fluctuate as a result of a number of factors, many of
which are outside of our control. For these reasons, comparing our financial
results on a period-to-period basis may not be meaningful, and you should not
rely on our past results as an indication of our future performance. Our future
quarterly and annual expenses as a percentage of our revenues may be
significantly different from those we expect for the future. Our financial
results in some quarters may fall below expectations. Any of these events could
cause our stock price to fall. Each of the risk factors listed in this
Risk Factors section, including the following factors, may adversely
affect our business, financial condition and results of operations:

| |  | delays
in permitting or acquiring necessary regulatory consents;
|- |  | ----------------------------------------------------------------

| |  | delays
in the timing of contract awards and determinations of work scope;
|- |  | -------------------------------------------------------------------------

| |  | delays
in funding for or construction of BOO plants;
|- |  | ----------------------------------------------------

| |  | changes
in cost estimates relating to BOO plant completion, which under percentage of  completion
accounting principles could lead to significant charges to previously  recognized revenue
or to changes in the timing of our recognition of revenue  from those projects;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | delays
in meeting specified contractual milestones or other performance  criteria under project
contracts or in completing project contracts that could  delay the recognition of revenue
that would otherwise be earned;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | reductions
in the availability or level of subsidies and incentives for  alternative energy sources;
|- |  | ----------------------------------------------------------------------------------------------------

| |  | decisions
made by parties with whom we have commercial relationships not  to proceed with
anticipated projects;
|- |  | ---------------------------------------------------------------------------------------------------------------

| |  | increases
in the length of our sales cycle; and
|- |  | -----------------------------------------------

| |  | reductions
in the efficiency of our construction and/or operations processes.
|- |  | -----------------------------------------------------------------------------

17



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If
prices for alternative energy or fuels drop significantly, we will also be
forced to reduce our prices, which potentially may lead to losses.

Prices
for alternative energy or fuels can vary significantly over time and decreases
in price levels could adversely affect our profitability and viability. For
example, the price of ethanol has some relation to the price of gasoline. The
price of ethanol tends to increase as the price of gasoline increases, and the
price of ethanol tends to decrease as the price of gasoline decreases. Any
lowering of gasoline prices will likely also lead to lower prices for ethanol
and may adversely affect our operating results if we are producing ethanol. We
cannot assure you that we will be able to sell any alternative energy or fuels
we produce.

Price
increases or interruptions in needed energy supplies could cause loss of
customers and impair our profitability.

Production
of alternative fuel sources requires a constant and consistent supply of energy.
If there is any interruption in our supply of energy for whatever reason, such
as availability, delivery or mechanical problems, we may be required to halt any
production we may have. If we halt production for any extended period of time,
it will have a material adverse effect on our business. Natural gas and
electricity prices have historically fluctuated significantly. We expect to
purchase significant amounts of these resources as part of our gasification
process. Increases in the price of natural gas or electricity would harm our
business and financial results by increasing our energy costs.

We may
be unable to attract and retain management and other personnel we need to
succeed.

Our
success depends on the skills, experience and efforts of our senior management
and other key development, manufacturing, construction and sales and marketing
employees. We cannot be certain that we will be able to attract, retain and
motivate such employees. The loss of the services of one or more of these
employees could have a material adverse effect on our business. There is a risk
that we will not be able to retain or replace these key employees.

In
addition, our anticipated growth will require us to hire a significant number of
qualified technical, commercial and administrative personnel. The majority of
our new hires will be engineers, project managers and operations personnel.
There is intense competition from other companies and research and academic
institutions for qualified personnel in the areas of our activities. If we
cannot continue to attract and retain, on acceptable terms, the qualified
personnel necessary for the continued development of our business, we may not be
able to sustain our operations or grow at a competitive pace.

The
reduction or elimination of government subsidies and economic incentives for
alternative energy sources could prevent demand for our BOO plants from
developing, which in turn would adversely affect our business, financial
condition and results of operations.

Federal,
state and local governmental bodies in many countries, most notably the United
Kingdom, Canada and the United States, have provided subsidies in the form of
tariff subsidies, rebates, tax credits and other incentives to utilities, power
generators and distributors using alternative energy. However, these incentives
and subsidies generally decline over time, and many incentive and subsidy
programs have specific expiration dates. Moreover, because the market for
electricity generated from gasification is at an early stage of development,
some of the programs may not include gasification as an alternative energy
source eligible for the incentives and subsidies.

18



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Currently,
the cost of electricity generated from gasification, without the benefit of
subsidies or other economic incentives, substantially exceeds the price of
electricity in most significant markets in the world. As a result, the near-term
growth of the market for our BOO plants, which are designed to feed electricity
to an on-site end-user, depends significantly on the availability and size of
government incentives and subsidies for gasification. As alternative energy
becomes more of a competitive threat to conventional energy providers, companies
active in the conventional energy business may increase their lobbying efforts
in order to encourage governments to stop providing subsidies for alternative
energy, including gasification. We cannot predict the level of any such efforts,
or how governments may react to such efforts. The reduction, elimination or
expiration of government incentives and subsidies, or the exclusion of
gasification technology from those incentives and subsidies, may result in the
diminished competitiveness of gasification relative to conventional and
non-gasification alternative sources of energy. Such diminished competitiveness
could materially and adversely affect the growth of the gasification industry,
which could in turn adversely affect our business, financial condition and
results of operations.

Lax
enforcement of environmental and energy policy regulations may adversely affect
demand for alternative energy.

Our
success will depend in part on effective enforcement of existing environmental
and energy policy regulations. Many of our potential customers are unlikely to
switch from the use of conventional fuels unless compliance with applicable
regulatory requirements leads, directly or indirectly, to the use of alternative
energy sources. Both additional regulation and enforcement of such regulatory
provisions are likely to be vigorously opposed by the entities affected by such
requirements. If existing emissions-reducing standards are weakened, or if
governments are not active and effective in enforcing such standards, our
business and results of operations could be adversely affected. Even if the
current trend toward more stringent emissions standards continues, we will
depend on the ability of alternative energy sources to satisfy these emissions
standards. Certain standards imposed by regulatory programs may limit or
preclude the use of our products to comply with environmental or energy
requirements. Any decrease in the emission standards or the failure to enforce
existing emission standards and other regulations could result in a reduced
demand for any alternative energy we produce.

Costs
of compliance with burdensome or changing environmental and operational safety
regulations could cause our focus to be diverted away from our business and our
results of operations to suffer.

The
production of many alternative energy fuels still involves the emission of
various airborne pollutants, including particulate matter, carbon monoxide,
carbon dioxide, nitrous oxide, volatile organic compounds and sulfur dioxide.
The production facilities that we will build may discharge water or other
matters into the environment. As a result, we are subject to complicated
environmental regulations of the countries we are in or the U.S. Environmental
Protection Agency and regulations and permitting requirements of the states
where our plants are to be located. These regulations are subject to change and
such changes may require additional capital expenditures or increased operating
costs. Consequently, considerable resources may be required to comply with
future environmental regulations. In addition, our BOO plants could be subject
to environmental nuisance or related claims by employees, property owners or
residents near the plants arising from air or water discharges. Environmental
and public nuisance claims, or tort claims based on emissions, or increased
environmental compliance costs could significantly increase our operating costs.

19



---

Implementation
of our planned projects is dependent upon receipt of all necessary regulatory
permits and approvals.

Development
of electric power generating facilities is heavily regulated. Each of our
planned projects is subject to multiple permitting and approval requirements. In
many cases we expect to be dependent on a regional government agency for such
permits and approvals. Due to the unique nature of gasification power generation
systems, we would expect our projects to receive close scrutiny by permitting
agencies, approval authorities and the public, which could result in substantial
delay in the permitting process. Successful challenges by any parties opposed to
our planned projects could result in conditions limiting the project size or in
the denial of necessary permits and approvals.

If we
are unable to obtain necessary permits and approvals in connection with any or
all of our projects, those projects would not be implemented and our business,
financial condition and results of operations would be adversely affected.
Further, we cannot assure you that we have been or will be at all times in
complete compliance with all such permits and approvals. If we violate or fail
to comply with these permits and approvals, we could be fined or otherwise
sanctioned by regulators.

Our
proposed new BOO plants will also be subject to federal and state laws regarding
occupational safety.

Risks
of substantial compliance costs and liabilities are inherent in the production
of alternative energy fuels. We may be subject to costs and liabilities related
to worker safety and job related injuries, some of which may be significant.
Possible future developments, including stricter safety laws for workers and
other individuals, regulations and enforcement policies and claims for personal
or property damages resulting from operation of any BOO plants could reduce the
amount of cash that would otherwise be available to further enhance our
business.

Any
acquisitions that we make or joint venture agreements that we enter into, or any
failure to identify appropriate acquisition or joint venture candidates, could
adversely affect our business, financial condition and results of operations.

From
time to time, we may evaluate potential strategic acquisitions of complementary
businesses, products or technologies, as well as consider joint ventures and
other collaborative projects. We may not be able to identify appropriate
acquisition candidates or strategic partners, or successfully negotiate, finance
or integrate any businesses, products or technologies that we acquire. We do not
have any experience with acquiring companies or products. Any acquisition we
pursue could diminish the proceeds from this offering available to us for other
uses or be dilutive to our stockholders, and could divert managements time
and resources from our core operations.

Strategic
acquisitions, investments and alliances with third parties could subject us to a
number of risks, including risks associated with sharing proprietary information
and loss of control of operations that are material to our business. In
addition, strategic acquisitions, investments and alliances may be expensive to
implement. Moreover, strategic acquisitions, investments and alliances subject
us to the risk of non-performance by a counterparty, which may in turn lead to
monetary losses that materially and adversely affect our business, financial
condition and results of operations.

Our
directors and officers as a group have significant voting power and may take
actions that may not be in the best interest of all other stockholders.

Our
directors and officers, as a group, control approximately 70% of the
Companys current outstanding shares of common stock. These directors and
executive officers may be able to exert significant control over our management
and affairs requiring stockholder approval, including approval of significant
corporate transactions. This concentration of ownership may expedite approvals
of Company decisions, or have the effect of delaying or preventing corporate
actions that may be in the best interests of all our stockholders.

20



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A
visible trading market for our common stock may not develop.

Our
common stock is not currently traded on any securities market. The quotation of
our common stock on a securities market or exchange does not assure that a
meaningful, consistent and liquid trading market will ever exist. We cannot
predict whether any market for our common stock will develop in the future. In
the absence of an active trading market:

|o |  | investors
may have difficulty buying and selling or obtaining market quotations;
|- |  | --------------------------------------------------------------------------------

|o |  | market
visibility for our common stock may be limited;
|- |  | ------------------------------------------------------

|o |  | a
lack of visibility for our common stock may have a depressive effect on the  market price
for our common stock; and
|- |  | ---------------------------------------------------------------------------------------------------------------------

|o |  | Our
stock is a penny stock and there are significant risks related to buying and  owning
penny stocks.
|- |  | ------------------------------------------------------------------------------------------------------

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

|o |  | Control
of the market for the security by one or a few broker-dealers that are  often related to
the promoter or issuer;
|- |  | ------------------------------------------------------------------------------------------------------------------------

|o |  | Manipulation
of prices through prearranged matching of purchases and sales and  false and misleading
press releases;
|- |  | --------------------------------------------------------------------------------------------------------------------

|o |  | Boiler
room practices involving high pressure sales tactics and  unrealistic price
projections by inexperienced sales persons;
|- |  | --------------------------------------------------------------------------------------------------------------------------------

|o |  | Excessive
and undisclosed bid-ask differentials and markups by selling  broker-dealers; and
|- |  | -------------------------------------------------------------------------------------------

|o |  | The
wholesale dumping of the same securities by promoters  and broker-dealers after prices
have been manipulated  to a desired level, along with the inevitable collapse of those
prices with  consequent investor losses.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Furthermore,
the penny stock designation may adversely affect the development of
any public market for the Companys shares of common stock or, if such a
market develops, its continuation. Broker-dealers are required to personally
determine whether an investment in penny stock is suitable for
customers.

ITEM 2.   
DESCRIPTION OF PROPERTY.

Our
leased offices at 2005 10th Street, Suite A, Boulder, Colorado 80302 consists of
approximately 1,250 square feet. The lease requires monthly payments of
approximately $2,200, in addition to certain operating expenses, and expires in
October 2007. We believe these premises are sufficient for our current needs and
suitable substitute space is readily available should we decide or be unable to
renew.

21



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ITEM 3.   
LEGAL PROCEEDINGS.

We
currently have no legal proceedings pending nor have any legal proceeding been
threatened against us or any of our officers, directors or control persons of
which we are aware.

ITEM 4.   
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No
matters were submitted to a vote or for the written consent of shareholders for
the year ended December 31, 2006, and no meeting of shareholders was held.

PART II

ITEM 5.   
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market
Information

Our
common stock is not quoted or traded in any public market. The Company intends
to seek a listing of its common shares on the OTC Bulletin Board
(OTCBB) maintained by the National Association of Securities Dealers
Inc. No assurance can be given that its common shares will be listed on the
OTCBB, that a market will develop or that a shareholder will ever be able to
liquidate his investment without considerable delay, if at all. If a market
should develop, the price may be highly volatile. If our stock does begin
trading in the public market, it is likely that our common shares will be
defined as penny stock under the Securities Exchange Act of 1934, as
amended, and rules there under.

The
Commission has adopted Rule 15g-9, which establishes the definition of a
penny stock, for purposes relevant to us, as any equity security
that has a market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to specified exceptions. For any
transaction involving a penny stock, unless exempt, the rules require:

|o |  | that
a broker or dealer approve a persons account for transactions in penny  stocks; and
|- |  | -----------------------------------------------------------------------------------------

|o |  | the
broker or dealer receives from the investor a written  agreement to the transaction,
setting forth  the identity and quantity of the penny stock to be purchased.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

In
order to approve a persons account for transactions in penny stocks, the
broker or dealer must:

|o |  | obtain
financial information and investment experience and objectives of the  person; and
|- |  | -----------------------------------------------------------------------------------------

|o |  | make
a reasonable determination that the transactions in penny  stocks are suitable for that
person and  that  person has sufficient knowledge and experience in financial matters to
be  capable of evaluating the risks of transactions in penny stocks.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the penny stock
market, which, in highlight form, specifies:

|o |  | the
basis on which the broker or dealer made the suitability determination; and
|- |  | -------------------------------------------------------------------------------

22



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|o |  | that
the broker or dealer received a signed, written agreement from the investor  prior to the
transaction.
|- |  | -----------------------------------------------------------------------------------------------------------

Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions.

Finally,
monthly statements have to be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks.

Holders

As of
April 30, 2007, we had 172 shareholders of record and 24,615,521 common shares
issued and outstanding.

Dividend
Policy

We
have not declared or paid any dividends on our common stock to date. We
anticipate that any future earnings will be retained as working capital and used
for business purposes. Accordingly, it is unlikely that we will declare or pay
any such dividends in the foreseeable future.

Securities
Authorized for Issuance under Equity Compensation Plans

The
following table discloses information as of December 31, 2006 with respect to
compensation plans (including individual compensation arrangements), if any,
under which our equity securities are authorized for issuance.



|Plan category                          | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights | Weighted averageexercise price ofoutstandingoptions, warrantsand rights | Number ofsecuritiesremaining availablefor future issuanceunder equitycompensation plans(excludingsecuritiesreflected in column (a))
|-------------------------------------- | --------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------
|
|Equity compensation plans approved by  |                                                                                         |                                                                         |                                                                                                                                    
|security holders                       |                                                                                         |                                                                         |                                                                                                                                    
|                                       |                                                                                         |                                                                         |                                                                                                                                    
|2002 EMPLOYEE STOCK                    |                                                                                         |                                                                         |                                                                                                                                    
|COMPENSATION PLAN                      |                                                                                         | -0-                                                                     |                                                                                                                                    
|                                       |                                                                                         |                                                                         |                                                                                                                                    
|2002 COMPENSATORY STOCK                |                                                                                         |                                                                         |                                                                                                                                    
|OPTION PLAN                            |                                                                                         | -0-                                                                     |                                                                                                                                    
|                                       |                                                                                         |                                                                         |                                                                                                                                    
|Equity compensation plans not approved |                                                                                         |                                                                         |                                                                                                                                    
|by security holders                    |                                                                                         |                                                                         |                                                                                                                                    
|                                       |                                                                                         |                                                                         |                                                                                                                                    
|NONE                                   |                                                                                         | N/A                                                                     |                                                                                                                                    
|                                       |                                                                                         |                                                                         |                                                                                                                                    
|Total                                  |                                                                                         | -0-                                                                     |                                                                                                                                    
|                                       |                                                                                         |                                                                         |                                                                                                                                    
|                                       |                                                                                         |                                                                         |                                                                                                                                    

23



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Recent Sales
of Unregistered Securities

On
November 29, the Company issued 23,333,333 shares of its common stock to Vision
Capital, a related party to the Company, in exchange for the conversion of
$350,000 face amount of promissory notes. The notes were originally issued by
the Company to Vision Capital on August 18, September 22 and October 12, 2006
for an aggregate of $350,000 cash. The notes accrued interest at 7.5% per annum
and we recorded $6,445 of interest expense. Vision Capital forgave the interest
at conversion, and the Company recorded this amount as a capital contribution.
Dr. Azimov, Chairman of the Board, and Mr. Adessky, CFO, Secretary and a
Director, each owns 50% of Vision Capital and is an officer and director of
Vision Capital. The Company relied upon the exemption from registration, as set
forth in Section 4(2) of the Securities Act, for the issuance of these
securities. These shares were issued to an accredited investor as
defined in Rule 501 of the Securities Act in reliance upon an exemption from
registration under Regulation D of the Securities Act.

Vision
Capital then immediately distributed 5,550,000 of the shares of the
Companys common stock to each of Messrs. Azimov, Grob and Adessky, and
6,683,333 shares to fifteen other designees.

In
December 2006, the Company issued EEC 375,000 shares of the Companys
common stock for the assignment of all of its rights, title and interests in the
gasification technology held by BCTs U.S. patent (# 6,863,878). For
purposes of this transaction, these shares were valued at $.40 per share, or
$150,000, based primarily on the fact that EEC previously paid BCT $150,000 for
this technology license. The Company relied upon the exemption from
registration, as set forth in Section 4(2) of the Securities Act, for the
issuance of these securities. These shares were issued to an accredited
investor as defined in Rule 501 of the Securities Act in reliance upon an
exemption from registration under Regulation D of the Securities Act.

Also,
the Company issued 75,000 shares of its common stock for the conversion of a
$25,000 promissory note and 31,938 shares to two individuals for professional
services rendered. The Company relied upon the exemption from registration, as
set forth in Section 4(2) of the Securities Act, for the issuance of these
securities. For all of the foregoing issuances, the recipients took their
securities for investment purposes and had access to information concerning us
and our business prospects. In addition, there was no general solicitation or
advertising for the acquisition of these securities.

ITEM 6.   
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Overview

We
caution you that reliance on any forward-looking statement involves risks and
uncertainties, and that although we believe that the assumptions on which our
forward-looking statements are based are reasonable, any of those assumptions
could prove to be inaccurate, and, as a result, the forward-looking statements
based on those assumptions could be incorrect. In light of these and other
uncertainties, you should not conclude that we will necessarily achieve any
plans and objectives or projected financial results referred to in any of the
forward-looking statements. We do not undertake to release the results of any
revisions of these forward-looking statements to reflect future events or
circumstances. Some of the factors that may cause actual results, developments
and business decisions to differ materially from those contemplated by such
forward-looking statements include the following:

|o |  | our
ability to complete construction of our BOO plants; the projected growth or  contraction
in the energy markets in which we will operate;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------

24



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|o |  | fluctuations
in the market price of primary outputs from our BOO plants,  including syngas,  methanol
and  ethanol;
|- |  | -------------------------------------------------------------------------------------------------------------------

|o |  | our
business strategy for expanding, maintaining or contracting our presence in this  market;
|- |  | ---------------------------------------------------------------------------------------------

|o |  | our
ability to obtain the necessary capital to finance our initiatives;
|- |  | -----------------------------------------------------------------------

|o |  | anticipated
trends in our financial condition and results of operations;
|- |  | ------------------------------------------------------------------------

|o |  | our
ability to distinguish ourselves from our current and future competitors;
|- |  | -----------------------------------------------------------------------------

|o |  | changes
in or elimination of laws, tariffs, trade or other controls or  enforcement practices
such as:
|- |  | ------------------------------------------------------------------------------------------------------

|o |  | national,
state or local energy policy;
|- |  | ---------------------------------------

|o |  | federal
ethanol tax incentives;
|- |  | -------------------------------

|o |  | regulation
currently under consideration pursuant to the passage of the Energy Policy Act  of 2005,
which contains a renewable fuel standard and other legislation  mandating the usage of
ethanol or other oxygenate additives; state and federal  regulation restricting or
banning the use of Methyl Tertiary Butyl Ether, or  MTBE, a fuel derived from methanol;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | environmental
laws and regulations applicable to our operations and the enforcement thereof;  and
|- |  | -------------------------------------------------------------------------------------------------

|o |  | regulations
related to homeland security;
|- |  | -----------------------------------------

|o |  | changes
in weather and general economic conditions;
|- |  | ---------------------------------------------------

|o |  | overcapacity
within the ethanol and petroleum production and refining industries;
|- |  | ---------------------------------------------------------------------------------

|o |  | total
United States consumption of gasoline;
|- |  | --------------------------------------------

|o |  | availability
and costs of products and  raw  materials;
|- |  | -------------------------------------------------------

|o |  | labor relations;
fluctuations in petroleum prices;
|- |  | --------------------------------------------------

|o |  | our
or our  employees failure to comply with applicable laws and regulations;
|- |  | ------------------------------------------------------------------------------

|o |  | our
ability to generate free cash flow to invest in our business and service our
indebtedness; limitations  and restrictions contained in the instruments and agreements
governing our  indebtedness;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | our
ability to raise additional capital and secure additional  financing;
|- |  | -------------------------------------------------------------------------

|o |  | changes
in interest rates;
|- |  | --------------------------

|o |  | our
ability to hire and retain key  employees;
|- |  | ----------------------------------------------

|o |  | liability
resulting from actual or potential future litigation;  competition;
|- |  | -----------------------------------------------------------------------------

|o |  | plant
shutdowns or disruptions at our plant or plants whose  products we will market;
|- |  | -------------------------------------------------------------------------------------

|o |  | availability
of shuttle trains, rail cars and trucks;  risks regarding a loss of or substantial
decrease  in purchases by our major customers;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|o |  | risks
related to hedging decisions, including whether or not to enter into hedging
arrangements and the possibility of financial losses related to hedging  arrangements; and
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | risks
related to diverting managements attention from ongoing business operations.
|- |  | -----------------------------------------------------------------------------------

Background

Prior
to July 2004, the Company sold womens apparel under its trade name,
The Ollie Collection, on a wholesale basis primarily through its
display showrooms at the Denver Merchandise Mart. The Company also bought and
sold womens apparel and took orders for apparel at regional trade shows.
The Company ceased operations in June 2004 and was a dormant company through
July 2006.

25



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Plan of
Operation

We
currently plan to raise additional funds through joint venture partnerships,
project debt financings or through future sales of our common stock, until such
time as our revenues are sufficient to meet our cost structure, and ultimately
achieve profitable operations. We can provide no assurances that we will be
successful in raising additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. We believe we will need financing within three
months to continue our business plan and operations.

We
have not developed our own proprietary technology at this time, but rather we
license technology from BCT and therefore have benefited from BCTs
research and development efforts and cost expenditures. We anticipate that our
business will encompass development activities culminating in the construction
and long-term operation of BOO plants. We are currently in the early stages of
finding suitable locations and deploying project opportunities for converting
coal, biomass, municipal solid waste and other opportunistic feedstock into
energy, synthesis gas and liquid fuels.

For
the next 12 months, our Plan of Operations is to:

|o |  | Obtain
additional operating capital from joint venture partnerships, debt  financing or equity
financing to fund ongoing operations and the development of  BOO plants in the United
Kingdom and North America.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | As
available and as applicable to our business plans, apply for public funding to  leverage
the private capital we may raise.
|- |  | -----------------------------------------------------------------------------------------------------------------------------

|o |  | Actively
pursue mergers, acquisitions and joint ventures to increase shareholder  value.
|- |  | ----------------------------------------------------------------------------------------

|o |  | Move
quickly to secure additional opportunities to develop and operate  state-of-the-art
waste-to-energy plants  for clients with long-term waste disposal and/or energy supply
needs.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our
initial planned projects in UK and North America are:

|o |  | Waste
Coal: John Grob, a Director, has spent over three years developing a project with one of
Europes largest coal companies to use high-ash coal slurry at one of its sites.
This project entails dewatering the slurry and mixing it with waste coal fines and other
waste material as feedstock for a pilot 50 ton per day gasifier. This gasification
project is a key part of a larger initiative to reclaim the land for development as well
as provide syngas for an on-site power plant.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | European
Energy Park: We currently have the lead in planning an innovative energy park concept
that integrates a variety of clean energy technologies, including a PSR unit, a
biodiesel refinery, anaerobic digesters, and potentially an algae bioreactor utilizing a
mix of renewable and waste-coal feedstock.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | Energy
Innovation Center: We are collaborating with a city in Colorado in planning a renewable
energy center that includes a unique mix of technologies (solar, sewage sludge reuse,
gasification, biodiesel, and a pilot-scale algae bioreactor) designed to maximize the
potential eco-industrial synergies from using waste streams from one process as inputs
to other processes on the site.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26



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Results of
Operations

We
have not had any operations or revenues since July 2004. For the year ended
December 31, 2005, we had no sales and a net loss of $9,583, as compared to no
sales and a net loss of $396,939 for the year ended December 31, 2006. General
and administrative expenses for the year ended December 31, 2005 were $9,583, as
compared to general and administrative expenses for the year ended December 31,
2006, including professional and consulting fees, of $389,700. In addition, we
incurred interest expense of $-0- for the year ended December 31, 2005, as
compared to $6,445 for the year ended December 31, 2006. The increases in net
loss and expenses is a result of the Companys change in its business plan
from a non-operating shell company during fiscal 2005 to an operating company
during the second half of fiscal 2006.

Liquidity
and Capital Resources

Our
cash on hand totaled $3,338 on December 31, 2006. During the same period, our
working capital deficit was $98,567. This deficit resulted from start-up
expenses related to our new business plan. Total assets were $168,907 at
December 31, 2006. The stockholders deficit was $639,231 at December 31,
2006. We had limited operations and incurred net losses of $396,939 for the year
ended December 31, 2006. We have not generated any revenues from operations.

We
have yet to begin construction of BOO plants or ethanol producing plants. Since
August 2006, we have been engaged in organizational activities, including
developing a strategic operating plan, entering into a license agreement and
raising private capital. Our continued existence is dependent upon our ability
to obtain additional debt and/or equity financing. Management anticipates
beginning construction of a plant within the next 12 to 18 months and expects to
complete the project within the next 36 to 42 months. Management plans to raise
additional funds through project financings or through future sales of our
common stock, until such time as our revenues are sufficient to meet its cost
structure, and ultimately achieve profitable operations. There is no assurance
we will be successful in raising additional capital or achieving profitable
operations. Wherever possible, our board of directors will attempt to use
non-cash consideration to satisfy obligations. In many instances, we believe
that the non-cash consideration will consist of restricted shares of our common
stock. These actions will result in dilution of the ownership interests of
existing shareholders and may further dilute our common stock book value.

To
date, we have financed our operations through the combination of equity and debt
financing, loans from related parties, and the use of shares of our common stock
issued as payment for services rendered to us by third parties. In the future we
may have to issue shares of our common stock and warrants in private placement
transactions to help finance our operations, and to pay for professional
services (such as financial consulting, market development, legal services, and
public relations services). We do not intend to pay dividends to shareholders in
the foreseeable future.

In
order for our operations to continue, we will need to generate revenues from our
intended operations sufficient to meet our anticipated cost structure. We may
encounter difficulties in establishing these operations due to the time frame of
developing, constructing and ultimately operating the planned BOO plants and
bio-refinery projects.

To
ensure sufficient funds to meet our future needs for capital, we will from time
to time, evaluate opportunities to raise financing through some combination of
the private sale of equity, or issuance of convertible debt securities. However,
future equity or debt financing may not be available to us at all, or if
available, may not be on terms acceptable to us. We have estimated our operating
expenses for the period from January 2007 to December 2007 will approximate
roughly $600,000, excluding engineering costs related to the development of our
BOO plants.

27



---

If we
do not raise additional capital, or we are unable to obtain additional
financing, or begin to generate revenues from our intended operations, we may
have to scale back or postpone the preliminary engineering design and permitting
for our initial facility until such financing is available.

Critical
Accounting Policies

Financial
Reporting Release No. 60 of the SEC encourages all companies to include a
discussion of critical accounting policies or methods used in the preparation of
the financial statements. There are no current revenue generating activities
that give rise to significant assumptions or estimates. Our most critical
accounting policies relate to the accounting and disclosure of related party
transactions. Our financial statements filed as part of this annual report
include a summary of the significant accounting policies and methods used in the
preparation of our financial statements.

Off-Balance
Sheet Arrangements

We do
not have any off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

ITEM 7.   
FINANCIAL STATEMENTS.

Our
audited financial statements for the years ended December 31, 2006 and 2005, and
the audit reports thereon of Larry ODonnell, CPA, P.C., respectively are
included in this annual report.

ITEM 8.   
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A.   
CONTROLS AND PROCEDURES.

An
evaluation was carried out under the supervision and with the participation of
our management, including our Chief Financial Officer and President, of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report on Form 10-KSB. Disclosure controls and procedures
are procedures that are designed with the objective of ensuring that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, such as this Form 10-KSB, is recorded, processed, summarized and
reported, within the time period specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and
is communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as
appropriate, to allow timely decisions regarding required disclosure. Based on
that evaluation, our management concluded that, as of December 31, 2006, our
disclosure controls and procedures are effective to satisfy the objectives for
which they are intended.

There
have been no significant changes in internal controls, or other factors that
could significantly affect internal controls, that occurred during the fourth
quarter of fiscal 2006 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

ITEM 8B.   
OTHER INFORMATION.

None.

28



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|ITEM 9. |  | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------

Our
directors and officers as of April 30, 2007 are:

|Name               | Age | Position(s) with the Company
|------------------ | --- | ----------------------------
|Kenneth S. Adessky |     | 43                          
|                   |     |                             
|Dr. Earl Azimov    |     | 44                          
|                   |     |                             
|John Grob          |     | 57                          
|                   |     |                             
|Michael Kron       |     | 44                          
|                   |     |                             
|Travis K. Robinson |     | 36                          
|                   |     |                             

Kenneth S.
Adessky: Mr. Adessky has been our Chief Financial Officer, Secretary and a Director
since August 2006. Mr. Adessky is currently a Senior Partner of Adessky Lesage, a
corporate commercial law firm located in Montreal, Canada that he co-founded in 1995.
As a Senior Partner, Mr. Adessky focuses his legal practice on private and public
financings, mergers and acquisitions and public offerings of small capital public
companies, including companies on the American Stock Exchange and AIM Exchange.
Over the past decade, Mr. Adessky has completed in excess of $100 million dollars
of financing. Mr. Adessky received his Bachelor of Civil Law from McGill University
in Montreal, Quebec, Canada in 1990.

Dr. Earl
Azimov: Dr. Azimov has served as a Director and Chairman of our Board since August
2006. Dr. Azimov is currently the Chief Executive Officer of Miazzi Ventures
Inc., a merchant bank that he co-founded that has assumed leadership roles in early
stage companies since 1996, including Mamma.com, which was sold in 1999 for an
eight-figure valuation. In addition, from 2003 through early 2007, Dr. Azimov was the
co-founder and Director of Business Development for GospelCity.Com, Inc., a world
leader of on-line faith-based gospel entertainment. From 1992 through 1995, Dr. Azimov
was the President of Zellers Optical Centers, a company he co-founded that employed
over 70 optometrists and 200 support personnel that was later sold to National Vision
Associates of Atlanta, who operate the Wal-Mart Vision Centers. Dr. Azimov brings 20
years of private equity experience, focusing on seed capital investments in startup
companies. He has a Bachelor of Science from the University of South Carolina and a
Doctorate of Optometry from the University of Montreal  School of Optometry, in
Montreal, Quebec, Canada.

John Grob: Mr.
Grob has served as a Director since August 2006. Mr. Grob also served as our Chief
Executive Officer and President from August 2006 until March 2007. In 1968, Mr. Grob
began his career at Lloyds Insurance as a broker. In 1975, he started, owned and managed
The Mortgage Corporation, the UKs first mortgage bank. From 1975 to 1987, his
company securitized and sold over £1,000 million in mortgage bonds, and in 1987,
he sold The Mortgage Corporation to Salomon Brothers. Since 1987, Mr. Grob has acted as
a financial and technical consultant to the Governments of Brazil, Portugal, South
Africa and Turkey as well as The UK Ministry of Defense. He has guided several American
companies in commercializing new technologies, most recently a composite reinforced
hi-tension electrical cable for use on power transmission grids. During the past five
years, Mr. Grob has worked to develop a renewable energy business, including working
closely with the UK Government, UK Coal and British Nuclear Fuels to find a successful
technical solution to the profitable processing of waste streams and coal into clean
renewable energy. Mr. Grob was privately educated in the UK.

29



---

Michael Kron:
Mr. Kron has served as a director since March 26, 2007. Since 2001, Mr. Kron has been
Chairman of the Board of Directors of GospelCity.Com, Inc., a world leader of on-line
faith-based gospel entertainment that he founded. Between 1996 and 2002, Mr. Kron
was the Chief Operating Officer of Miazzi Ventures Inc., a private equity investment
company he co-founded. While with Miazzi Ventures Inc., Mr. Kron acted as Chief
Financial Officer for nine startup companies, focusing on corporate infrastructure
planning and development, equity and debt capital raising, investment structuring and
business development. From 1984 to 1992, Mr. Kron was with Ernst & Young LLP as an
Audit Manager. In addition, he served as a director of Grand Toys International
from 2000 through 2005 (GRIN: Nasdaq). Mr. Kron has a Bachelor of Commerce from
Concordia University and a Graduate Diploma in Public Accountancy from McGill
University, both in Montreal, Quebec, and has been a member of the Canadian Institute
of Chartered Accountants since 1987.

Travis K.
Robinson: Mr. Robinson has served as our President and a Director since March 2007.
From 2005 until the present, Mr. Robinson has served as the Director of Business
Development for Robinson Environmental Corporation, an energy and technology
company focused on waste-to-energy technology. From 2002 until 2005, Mr. Robinson
was the Director of Business Development  Sales & Marketing for L&R Energy
Company, LLC, an international energy and technology company. While with L&R Energy,
Mr. Robinson was a key player in the delivery and start-up of a $6.5 million, 6.6
megawatt gasification energy island for a waste-to-energy plant in Northern Italy.
From 1995 to 2002, Mr. Robinson was the Director of U.S. Operations and Director of
Sales for two German companies providing industrial and automotive safety equipment.
Mr. Robinson has a Bachelor of Science in International Business and Marketing from the
University of Colorado, Boulder, Colorado.

Family
Relationships

There
are no family relationships among our directors or officers.

Involvement
in Certain Legal Proceedings

None
of our directors, director nominees or executive officers has been involved in
any transactions with us or any of our directors, executive officers, affiliates
or associates that are required to be disclosed pursuant to the rules and
regulations of the SEC other than as set forth in Item 12. Certain
Relationships and Related Transactions below. None of the directors,
director designees or executive officers to our knowledge has been convicted in
a criminal proceeding, excluding traffic violations or similar misdemeanors, or
has been a party to any judicial or administrative proceeding during the past
five years that resulted in a judgment, decree or final order enjoining the
person from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state
securities laws, except for matters that were dismissed without sanction or
settlement.

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

Section
16(a) of the Securities Exchange Act of 1934, as amended (the Exchange
Act), requires the Companys directors, executive officers and
holders of more than 10% of the Companys common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Except as set forth below, the Company believes that during the year ended
December 31, 2006, its officers, directors and holders of more than 10% of the
Companys common stock complied with all Section 16(a) filing requirements.
In making these statements, the Company has relied solely upon its review of
copies of the Section 16(a) reports filed for the fiscal year ended December 31,
2006 on behalf of the Companys directors, officers and holders of more
than 10% of the Companys common stock. Based upon this review: (i) each of
Messrs. Adessky and Grob, Dr. Azimov and Vision Capital inadvertently filed
their Form 3s delinquently; (ii) each of Messrs. Adessky and Grob, Dr.
Azimov and Vision Capital Partners AA Ltd. inadvertently filed their Form
4s delinquently; and (iii) neither Mr. Wicker, the former President of the
Company, nor Mr. Bresnig, a former principal stockholder of the Company, filed
Form 4s in connection with the sale of their shares to Mr. Adessky on
August 16, 2006.

30



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Term of
Office

The
term of office of the current directors shall continue until new directors are
elected or appointed.

Committees
of the Board and Financial Expert

We do
not have a separately-designated audit or compensation committee of the Board or
any other Board-designated committee. Audit and compensation committee functions
are performed by our Board of Directors. We will form such committees in the
future as the need for such committees may arise. In addition, at this time, we
have not determined if we have a financial expert, as defined by the
SEC, on our board of directors.

Code of
Ethics

We
have adopted a code of ethics for our senior officers, including our principal
executive officer, principal financial officer, principal accounting officer or
controller and any person who may perform similar functions. As required by SEC
rules, we will report the nature of any change or waiver of our Code of Ethics.

ITEM 10.   
EXECUTIVE COMPENSATION.

Compensation
of Executive Officers

The
following table sets forth information concerning the compensation of our named
executive officers for the fiscal year ended December 31, 2006; provided,
however, any payments to these officers were paid as consultants, not employees,
of the Company, as the Company has not yet hired full or part-time employees. We
may, once we are operational, implement employee benefits that will be generally
available to all employees and subsidiary employees, including medical, dental
and life insurance benefits and a 401(k) retirement savings plan.

|Name and PrincipalPosition | Year | Salary ($)(1) | Bonus($)(2) | StockAward($) | OptionAwards($) | Non-EquityIncentive PlanCompensation($) (3) | Change inPensionValue andNonqualifiedDeferredCompensationEarnings($) (3) | All OtherCompensation($) (4) | Total($)
|-------------------------- | ---- | ------------- | ----------- | ------------- | --------------- | ------------------------------------------- | ------------------------------------------------------------------------ | ---------------------------- | --------
|John Grob,                 |      | 2006          |             | $57,500       |                 |                                             |                                                                          |                              |         
|CEO and President (1)      |      |               |             |               |                 |                                             |                                                                          |                              |         
|                           |      |               |             |               |                 |                                             |                                                                          |                              |         
|Kenneth Adessky,           |      | 2006          |             | $15,500       |                 |                                             |                                                                          |                              |         
|CFO and Secretary (2)      |      |               |             |               |                 |                                             |                                                                          |                              |         
|                           |      |               |             |               |                 |                                             |                                                                          |                              |         
|Dean Wicker,               |      | 2006          |             | $    0.00     |                 |                                             |                                                                          |                              |         
|former CEO, President      |      |               |             |               |                 |                                             |                                                                          |                              |         
|and CFO (3)                |      |               |             |               |                 |                                             |                                                                          |                              |         

31



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|(1) |  | Mr.
Grob served as CEO and President from August 2006 until March 26, 2007, when  he resigned
as CEO and President. On March 26, 2007, the Board of Directors  elected Travis K.
Robinson President and a Director. All fees paid to Mr. Grob  during fiscal 2006 were as
a consultant to the Company.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | On
August 16, 2006, the Company elected Kenneth Adessky a director, and on August  29, 2006,
the Board of Directors appointed Mr. Adessky  Chief Financial  Officer and
Secretary. All fees paid to Mr. Adessky during fiscal 2006 were as a  consultant to the
Company.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | On
August  16,  2006,  Dean  Wicker  resigned  from all  offices  that he held with us and
as our sole  director.  Mr.  Wicker  did not  accrue  and did  not  receive  any
compensation  for his  services  performed during fiscal 2006.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation
of Directors

The
Company has no standard arrangements in place or currently contemplated to
compensate the Companys directors for their service as directors or as
members of any committee of directors. Dr. Azimov, the Chairman of the
Companys Board of Directors, did receive consulting fees beginning October
1, 2006 at a monthly retainer of $3,500; however, these fees were not for Dr.
Azimovs services as a director, but as a consultant to the Company.

Employment
Agreements

We do
not have employment agreements with any of our executive officers or directors.
We have a verbal understanding with our President, Travis Robinson, regarding a
$120,000 annual compensation and we have verbal understandings with our
executive officers regarding monthly retainers and reimbursement for actual
out-of-pocket expenses.

Termination
of Employment

There
are no compensatory plans or arrangements, including payments to be received
from the Company, with respect to any person named in the Summary Compensation
Table set forth above that would in any way result in payments to any such
person because of his or her resignation, retirement or other termination of
such persons employment with us.

Indemnification
of Officers and Directors

We
indemnify to the fullest extent permitted by, and in the manner permissible
under the laws of the State of Colorado, any person made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he/she is or was a
director or officer of our Company, or served any other enterprise as director,
officer or employee at our request. Our board of directors, in its discretion,
shall have the power on behalf of the Company to indemnify any person, other
than a director or officer, made a party to any action, suit or proceeding by
reason of the fact that he/she is or was our employee.

Benefit Plans

We
have adopted the 2002 Employee Stock Compensation Plan for our employees,
officers, directors and advisors (the ESC Plan). We have reserved a
maximum of 3,000,000 common shares to be issued upon the grant of awards under
the ESC Plan. Employees will recognize taxable income upon the grant of common
stock equal to the fair market value of the common stock on the date of the
grant and the Company will recognize a compensating deduction for compensation
expense at such time. The ESC Plan will be administered by our board of
directors or a committee of directors. No shares have been awarded or currently
are anticipated to be awarded under the ESC Plan.

32



---

In
addition, we have adopted the 2002 Compensatory Stock Option Plan for our
officers, employees, directors and advisors (the CSO Plan). The
Company has reserved a maximum of 3,000,000 common shares to be issued upon the
exercise of options granted under the CSO Plan. The CSO Plan will not qualify as
an incentive stock option plan under Section 422 of the Internal
Revenue Code of 1986, as amended. Options will be granted under the CSO Plan at
exercise prices to be determined by our board of directors or other CSO Plan
administrator. The CSO Plan will be administered by our board of directors or a
committee of directors. No options have been granted or currently are
anticipated to be granted under the CSO Plan.



---

|ITEM 11. |  | SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STODCKHOLDER MATTERS.
|-------- |  | ------------------------------------------------------------------------------------------------

The
following table sets forth, as of April 30, 2007, the stock ownership of (i)
each of our executive officers and directors, (ii) all executive officers and
directors as a group, and (iii) each person known by us to be a beneficial owner
of 5% or more of our common stock. No person listed below has any option,
warrant or other right to acquire additional securities from us, except as may
be otherwise noted. We believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them except as stated therein.

|Name and Addressof BeneficialOwner (1) | Amount & Natureof BeneficialOwnership | Percentof Class (2)
|-------------------------------------- | ------------------------------------- | -------------------
|Kenneth S. Adessky                     |                                       | 6,137,500          
|4150 Sainte-Catherine Street W         |                                       |                    
|Suite 525                              |                                       |                    
|Montreal, Quebec H3Z 2Y5               |                                       |                    
|                                       |                                       |                    
|Dr. Earl Azimov                        |                                       | 5,550,000          
|5737 Blossom                           |                                       |                    
|Cote St Luc, Quebec H4W 2T2            |                                       |                    
|                                       |                                       |                    
|John Grob                              |                                       | 5,550,000          
|Amherst House                          |                                       |                    
|Stowlangtoft                           |                                       |                    
|Bury St-Edmunds, UK 1P313JY            |                                       |                    
|                                       |                                       |                    
|Michael Kron                           |                                       | 100,000            
|6950 Cote St. Luc Road                 |                                       |                    
|Cote St. Luc, Quebec H4V Z29           |                                       |                    
|                                       |                                       |                    
|Travis K. Robinson                     |                                       | 126,667            
|2005 10th Street,  Suite A             |                                       |                    
|Boulder, Colorado 80302                |                                       |                    
|                                       |                                       |                    
|**All officers and directors           |                                       | 17,464,167         
|as a group (5 persons)                 |                                       |                    
|                                       |                                       |                    

_____________________
*  Less than 1%.

33



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| | (1)
Beneficial Ownership is determined in accordance with the rules of the  Securities and
Exchange Commission and generally includes voting or investment  power with respect to
securities. Each of the beneficial owners listed above has  direct ownership of and sole
voting power and investment power with respect to  the shares of our common stock.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)
A  total of 24,615,521 shares of our common stock were outstanding as of April 30,  2007.
| | ---------------------------------------------------------------------------------------------

|ITEM 12. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|-------- |  | --------------------------------------------------------------------------

Except
as described in the following paragraphs, none of our officers or directors, nor
any person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our outstanding shares, nor any of our
promoters, nor any relative or spouse of any of the foregoing persons has any
material interest, direct or indirect, in any transaction for the past two years
or in any presently proposed transaction that, in either case, has affected, or
will materially affect the Company.

The
Company had two unsecured loans totaling $75,750 at December 31, 2005, one from
a former officer and shareholder of the Company and one from a shareholder of
the Company. The Company settled these loans by making cash payments of $22,500
in 2006. We recorded the $53,250 of debt forgiveness as a capital contribution.
The loans ceased accruing interest in 2004 when the terms of repayment were
previously modified.

In
November 2006, the Company issued 23,333,333 shares of its common stock to
Vision Capital, a Canadian corporation, in exchange for the conversion of
$350,000 face amount of promissory notes. Dr. Azimov, Chairman of the
Companys Board, and Mr. Adessky, the Companys CFO, Secretary and a
Director, each owns 50% of Vision Capital and is an officer and director of
Vision Capital. The notes were originally issued on August 18, September 22 and
October 12, 2006 for an aggregate of $350,000 cash. Based on the face amount of
the promissory notes exchanged for the shares of common stock, these shares were
issued at a purchase price of $.015 per share. Vision Capital instructed the
Company to issue Messrs. Azimov, Grob and Adessky each 5,550,000 shares of
common stock and to issue 6,683,333 shares to fifteen other designees. The notes
accrued interest at 7.5% per annum and we recorded $6,445 of interest expense.
Vision Capital forgave the interest at conversion and we recorded this amount as
a capital contribution.

During
2006, we paid legal fees totaling $18,630 to a law firm of which Mr. Adessky,
our CFO, Secretary and a Director, is a partner.

In
March 2007, Vision Capital loaned the Company $100,000. The promissory note is
unsecured, accrues interest at 7.5% per annum and is due in one year.

The
Company has no understanding with its officers, directors or shareholders,
pursuant to which such persons are required to contribute capital to the
Company, loan money or otherwise provide funds to us, although management
expects that one or more of such persons may make funds available to us in the
event of need to cover operating expenses.

Director
Independence

The
Board affirmatively determines the independence of each Director and nominee for
election as a Director; however, the Board has not yet adopted an independence
standard or policy. The Board intends to adopt an independence policy in the
near future. The Board has determined that the following non-employee Director
is independent and has no relationship with the Company, except as a Director
and stockholder of the Company: Mr. Kron.

34



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ITEM 13.     
EXHIBITS

Exhibit
Number         Exhibit Description

|3.1 |  | Amended
and Restated Articles of Incorporation*
|--- |  | -----------------------------------------------

|3.2 |  | Bylaws
(Incorporated by reference to the Companys Report on Registration  Statement on
Form 10SB-12G filed with the Commission on April 12, 2000, File No.  000-30303).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.1 |  | Specimen
Common Stock Certificate (Incorporated by reference to the  Companys Report on
Registration Statement on Form 10SB-12G filed with the  Commission on April 12, 2000,
File No. 000-30303).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 |  | The
2002 Compensatory Stock Option Plan (Incorporated by reference to the  Companys
Current Report on Form 8-K filed with the Commission on May 20,  2003, File No.
000-30303).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2 |  | The
2002 Employee Stock Compensation Plan (Incorporated by reference to the  Companys
Current Report on Form 8-K filed with the Commission on May 20,  2003, File No.
000-30303).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  | $200,000,
7.5% Promissory Note dated August 18, 2006, payable to Vision Capital  Partners AA Ltd.
(Incorporated by reference to the Companys Current Report  on Form 8-K filed with
the Commission on December 11, 2006, File No. 000-30303).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 |  | $100,000,
7.5% Promissory Note dated September 22, 2006, payable to Vision  Capital Partners AA
Ltd. (Incorporated by reference to the Companys  Current Report on Form 8-K filed
with the Commission on December 11, 2006, File  No. 000-30303).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 |  | $50,000,
7.5% Promissory Note dated December 15, 2006, payable to Vision Capital  Partners AA Ltd.
(Incorporated by reference to the Companys Current Report  on Form 8-K filed with
the Commission on December 11, 2006, File No. 000-30303).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6 |  | License
Agreement dated December 15, 2006, between EnviroClean Energy  Corporation and the
Company (Incorporated by reference to the Companys  Current Report on Form 8-K
filed with the Commission on January 4, 2007, File  No. 000-30303).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 |  | $100,000,
7.5% Promissory Note dated March 8, 2007, payable to Vision Capital  Partners AA Ltd.*
|---- |  | ------------------------------------------------------------------------------------------------

|14 |  | Code
of Ethics (Incorporated by reference to the  Companys Annual Report on Form  10-KSB
of the Company for the year ended  December 31, 2003 filed with the Commission on
November 17, 2004, File  No.00-30303).
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21 |  | Description
of Subsidiaries*
|-- |  | ----------------------------

|31.1 |  | Rule
13a-14(a)/15d-14(a) Certification by the Principal Executive  Officer*
|---- |  | ---------------------------------------------------------------------------

|31.2 |  | Rule
13a-14(a)/15d-14(a) Certification by the Principal Financial Officer*
|---- |  | --------------------------------------------------------------------------

35



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Exhibit
Number         Exhibit Description

|32.1 |  | Section
1350  Certification by the Principal Executive Officer*
|---- |  | ---------------------------------------------------------------

|32.2 |  | Section
1350  Certification by the Principal Financial Officer*
|---- |  | ---------------------------------------------------------------

*
Filed herewith.

ITEM 14.   
PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The
aggregate fees billed by the Companys auditors for professional services
rendered in connection with the audit of the Companys annual financial
statements and reviews of the financial statements included in the
Companys Form 10-QSBs or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for fiscal years 2006 and 2005 were $3,750 and $1,350, respectively.

Audit
Related Fees

None.

Tax Fees

The
aggregate fees billed by the Companys auditors for professional services
for tax compliance, tax advice, and tax planning for fiscal years 2006 and 2005
were $250 and $150, respectively.

All Other
Fees

None

Pre-Approval
Policies and Procedures

Our
Board of Directors has adopted resolutions in accordance with the Sarbanes-Oxley
Act of 2002 requiring pre-approval of all auditing services and all audit
related, tax or other services not prohibited under Section 10A(g) of the
Securities Exchange Act of 1934, as amended to be performed for us by our
independent auditor, subject to the de minimus exception described in Section
10A(i)(1)(B) of the Exchange Act. These resolutions authorized our independent
auditor to perform audit services required in connection with the annual audit
relating to our fiscal year ended December 31, 2006 and the quarterly reviews
for the subsequent fiscal quarters of 2007 through the quarter ended September
30, 2007, at which time additional pre-approvals for any additional services to
be performed by our auditors would be sought from the Board. Our Board of
Directors also appointed and authorized Kenneth Adessky to grant pre-approvals
of other audit, audit-related, tax and other services requiring board approval
to be performed for us by our independent auditor, provided that the designee,
following any such pre-approvals, thereafter reports the pre-approvals of such
services at the next following regular meeting of the Board.

The
percentage of audit-related, tax and other services that were approved by the
Board of Directors is 100%.

36



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SIGNATURES

In
accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this Report on Form 10-KSB to be signed on its behalf by the
undersigned, thereto duly authorized individual.

Date:    May 3,
2007

| | NEWSEARCH,
INC.
| | ---------------

| | By  /s/   Travis K. Robinson
               Travis K. Robinson
               President
| | ---------------------------------------------------------------------------------------

| | By  /s/   Kenneth S. Adessky                Kenneth S. Adessky                Chief Financial Officer
| | -----------------------------------------------------------------------------------------------------

In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

|Signature              | Title | Date                       
|---------------------- | ----- | ---------------------------
|/s/ Kenneth S. Adessky |       | Director, CFO and Secretary
|Kenneth S. Adessky     |       |                            
|                       |       |                            
|/s/ Dr. Earl Azimov    |       | Chairman of the Board      
|Dr. Earl Azimov        |       |                            
|                       |       |                            
|/s/ John Grob          |       | Director                   
|John Grob              |       |                            
|                       |       |                            
|/s/ Michael Kron       |       | Director                   
|Michael Kron           |       |                            
|                       |       |                            
|/s/ Travis K. Robinson |       | Director and President     
|Travis K. Robinson     |       |                            
|                       |       |                            
|                       |       |                            
|                       |       |                            

37



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NEWSEARCH,
INC.  Financial Statements  Table of Contents

|                                                        | Page
|------------------------------------------------------- | ----
|Report of Independent Registered Public Accounting Firm |     
|                                                        |     
|Financial Statements:                                   |     
|                                                        |     
|Balance Sheet                                           |     
|                                                        |     
|Statements of Operations                                |     
|                                                        |     
|Statements of Changes in Stockholders Equity           |     
|                                                        |     
|Statements of Cash Flows                                |     
|                                                        |     
|Notes to Financial Statements                           |     
|                                                        |     
|                                                        |     



---

Larry ODonnell,
CPA, P.C.

|                         | 
|------------------------ | 
|Telephone (303) 745-4545 | 
|                         | 
|                         | 
|                         | 
|                         | 

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of
DirectorsNewsearch, Inc.

I have
audited the accompanying balance sheet of Newsearch, Inc. as of December 31,
2006, and the related statements of operations, changes in stockholders
equity and cash flows for each of the years in the two-year period ended
December 31, 2006. These financial statements are the responsibility of the
Companys management. My responsibility is to express an opinion on these
financial statements based on my audits.

I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.

In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Newsearch, Inc. as of December 31,
2006, and the results of its operations and their cash flows for each of the
years in the two-year period ended December 31, 2006, in conformity with
generally accepted accounting principles in the United States of America.

/s/   Larry ODonnell,
CPA, P.C.

March 8, 2007

F-1



---

NEWSEARCH,
INC.  Balance Sheet  December 31, 2006

|                                                           | 
|---------------------------------------------------------- | 
|                                                           | 
|ASSETS                                                     | 
|                                                           | 
|Current assets:                                            | 
|Cash                                                       | 
|Prepaid legal                                              | 
|                                                           | 
|                                                           | 
|                                                           | 
|Equipment, net                                             | 
|                                                           | 
|Other assets:                                              | 
|Security deposit                                           | 
|Technology license                                         | 
|                                                           | 
|                                                           | 
|                                                           | 
|Total assets                                               | 
|                                                           | 
|                                                           | 
|LIABILITIES AND STOCKHOLDERS EQUITY                       | 
|                                                           | 
|Current liabilities:                                       | 
|Advances                                                   | 
|Accrued compensation  officers, directors and consultants | 
|Other accrued expenses                                     | 
|                                                           | 
|                                                           | 
|                                                           | 
|Stockholders equity:                                      | 
|Preferred stock; $.001 par value; authorized - 50,000,000  | 
|shares; issued - none                                      | 
|Common stock; $.001 par value; authorized - 100,000,000    | 
|shares; issued and outstanding - 24,615,521 shares         | 
|Additional paid-in capital                                 | 
|Accumulated deficit                                        | 
|                                                           | 
|                                                           | 
|                                                           | 
|Total liabilities and stockholders equity                 | 
|                                                           | 
|                                                           | 

See notes to
financial statements.

F-2



---

NEWSEARCH,
INC.  Statements of Operations

|                                                     | Year Ended December 31, |                       
|---------------------------------------------------- | ----------------------- | ----------------------
|
|Costs and expenses:                                  |                         |                       
|Compensation  officers, directors and consultants   |                         | $          193,050    
|Professional fees                                    |                         | 128,253               
|General and administrative                           |                         | 68,397                
|Depreciation                                         |                         | 794                   
|Interest                                             |                         | 6,445                 
|                                                     |                         |                       
|                                                     |                         |                       
|Net loss applicable to common shareholders           |                         | $         (396,939    
|                                                     |                         |                       
|                                                     |                         |                       
|Basic and diluted net loss per common share          |                         | $                 (.14
|                                                     |                         |                       
|                                                     |                         |                       
|Weighted average number of common shares outstanding |                         | 2,763,444             
|                                                     |                         |                       
|                                                     |                         |                       

See notes to
financial statements.

F-3



---

NEWSEARCH,
INC.  Statements of Changes in Stockholders Equity

|                                  | Common Stock | AdditionalPaid-in | Accumulated |                  
|--------------------------------- | ------------ | ----------------- | ----------- | -----------------
|
|Balances, January 1, 2005         |              | 800,250           |             | $             800
|Net loss                          |              |                   |             |                  
|                                  |              |                   |             |                  
|Balances, December 31, 2005       |              | 800,250           |             | 800              
|Forgiveness of stockholders loans |              | 53,250            |             |                  
|Conversion of promissory notes    |              | 23,333,333        |             | 2,333            
|Forgiveness of interest           |              |                   |             |                  
|Technology license                |              | 375,000           |             | 38               
|Conversion of promissory note     |              | 75,000            |             | 8                
|Issuances for services            |              | 31,938            |             | 3                
|Net loss                          |              |                   |             |                  
|                                  |              |                   |             |                  
|Balances, December 31, 2006       |              | 24,615,521        |             | $          3,182 
|                                  |              |                   |             |                  
|                                  |              |                   |             |                  
|                                  |              |                   |             |                  

See notes to
financial statements.

F-4



---

NEWSEARCH,
INC.  Statements of Cash Flows

|                                                           | Year Ended December 31, |               
|---------------------------------------------------------- | ----------------------- | --------------
|
|Cash flows from operating activities:                      |                         |               
|Net loss                                                   |                         | $   (396,939  
|Adjustments to reconcile net loss to net cash              |                         |               
|used in operating activities:                              |                         |               
|Common stock issued for services                           |                         | 12,775        
|Forgiveness of interest                                    |                         | 6,445         
|Depreciation                                               |                         | 794           
|Changes in operating assets and liabilities:               |                         |               
|Prepaid legal                                              |                         | (2,500        
|Security deposit                                           |                         | (2,200        
|Advances                                                   |                         | 10,000        
|Accrued compensation  officers, directors and consultants |                         | 70,888        
|Other accrued expenses                                     |                         | (36,762       
|                                                           |                         |               
|Net cash used in operating activities                      |                         | (337,499      
|                                                           |                         |               
|Cash flows from investing activities:                      |                         |               
|Purchases of equipment                                     |                         | (11,663       
|                                                           |                         |               
|Net cash used in investing activities                      |                         | (11,663       
|                                                           |                         |               
|Cash flows from financing activities:                      |                         |               
|Proceeds from promissory notes                             |                         | 375,000       
|Repayment of stockholders loans                            |                         | (22,500       
|                                                           |                         |               
|Net increase in cash                                       |                         | 3,338         
|Cash at beginning of year                                  |                         |              
|                                                           |                         |               
|Cash at end of year                                        |                         | $        3,338
|                                                           |                         |               
|                                                           |                         |               
|Supplemental disclosure of noncash investing and           |                         |               
|financing activities:                                      |                         |               
|Technology license                                         |                         | $    150,000  
|                                                           |                         |               
|Conversion of promissory notes                             |                         | $    350,000  
|                                                           |                         |               
|Conversion of promissory note                              |                         | $      25,000 
|                                                           |                         |               
|Settlement of stockholders loans                           |                         | $      53,250 
|                                                           |                         |               
|                                                           |                         |               

See notes to
financial statements.

F-5



---

Newsearch,
Inc.  Notes to Financial Statements

Note 1 -
Organization

Newsearch,
Inc.  (Newsearch)  was  incorporated in Colorado on December 3, 1999.  Prior
to July 2004,  Newsearch  through its subsidiary,  Panache, Inc.  (Panache),
operated as a womens fashion apparel wholesaler in Colorado.  On August 16, 2006,
Newsearch  elected new officers and directors  and moved its offices to Boulder,
Colorado for  corporate and administrative purposes.

We are offering
innovative  pyrolitic steam reforming and other molecular  reformation  technologies
that convert  carbonaceous  wastes or low-cost  fuels to energy in the form of synthesis
gas,  electricity  or liquid fuels.  We  initially are featuring a patented  pyrolitic
steam reforming  technology that has been developed over the past ten  years and has
undergone  extensive  testing on a wide variety of feedstock.  The patent and associated
proprietary  processes  are held by  BioConversion  Technologies,  LLC (BCT).
Newsearch  has marketing and supply rights from  BCT  and  uses  the  technology  to
develop  clean  energy  projects.  We  are  also  investing  in  complementary
technologies that will expand the range of waste-to-energy molecular reformation
applications.

The financial
statements  have been prepared on a going concern  basis,  which  contemplates  the
realization  of  assets and the  settlement  of  liabilities  and  commitments  in the
normal  course of business.  Newsearch has an  accumulated  deficit of $639,231 as of
December  31,  2006.  We have been  exploring  sources to obtain  additional  equity or
debt financing to implement our business model.

Note 2 -
Summary of Significant Accounting Policies

Use of
Estimates

The preparation
of financial  statements in conformity with accounting  principles generally accepted in
the United  States of America  requires  management to make  estimates  and  assumptions
that affect the reporting  amounts of  assets  and  liabilities  and  disclosure  of
contingent  assets  and  liabilities  at the  date of the  financial  statements  and the
reported  amounts  of  revenues  and  expenses  during the  periods.  Management  makes
these  estimates using the best information  available at the time the estimates are
made;  however,  actual results could  differ materially from these estimates.

Equipment

Equipment is
recorded at cost and depreciated using the  straight-line  method over estimated useful
lives of three  to five years.  Both straight-line and accelerated methods of
depreciation are used for income tax purposes.

Impairment
of Long-Lived Assets

Newsearch
records  impairment  losses on long-lived  assets used in operations and finite lived
intangible  assets  when events and  circumstances  indicate the assets might be impaired
and the undiscounted  cash flows estimated to  be generated by those assets are less than
their carrying  amounts.  The  impairment  loss is measured by comparing  the fair value
of the asset to its carrying amount.

F-6



---

Newsearch,
Inc.  Notes to Financial Statements

Financial
Instruments

Unless
otherwise  indicated,  the fair value of all reported  assets and  liabilities  which
represent  financial  instruments (none of which are held for trading purposes)
approximate the carrying values of such amounts.

Stock-Based
Compensation

Newsearch
accounts for  stock-based  compensation in accordance with SFAS No. 123(R)  Share-Based
Payment.  Under  the fair value  recognition  provisions of this statement,  stock-based
compensation cost is measured at the grant  date  based on the fair  value of the  award
and is  recognized  as  expense  on a  straight-line  basis  over the  requisite service
period,  which is the vesting period.  We elected the  modified-prospective  method,
under which  prior  periods  are not  revised for  comparative  purposes.  The  valuation
provisions  of SFAS 123R apply to new  grants and to grants that were outstanding as of
the effective date and subsequently modified.

During the
years ended December 31, 2006 and 2005, there were no stock options granted or
outstanding.

Comprehensive
Income

SFAS No. 130,
Reporting  Comprehensive  Income,  establishes  requirements for disclosure of
comprehensive  income  (loss).  During  the  years  ended  December  31,  2006  and
2005,  Newsearch  did  not  have  any  components  of  comprehensive income (loss) to
report.

Net Loss Per
Share

SFAS No. 128,
Earnings  per Share,  requires  dual  presentation  of basic and diluted  earnings or
loss per share  (EPS) for all entities  with complex  capital  structures
and requires a  reconciliation  of the  numerator  and  denominator of the basic EPS
computation to the numerator and  denominator of the diluted EPS  computation.  Basic
EPS  excludes  dilution;  diluted EPS reflects  the  potential  dilution  that could
occur if  securities  or other  contracts  to issue  common  stock were  exercised  or
converted  into common stock or resulted in the issuance of  common stock that then
shared in the earnings of the entity.

Basic loss per
share is computed by dividing net loss  applicable to common  shareholders  by the
weighted  average  number of common shares  outstanding  during the period.  Diluted loss
per share  reflects the  potential  dilution  that could occur if dilutive  securities
and other  contracts to issue  common  stock were  exercised or converted  into common
stock or  resulted in the  issuance  of common  stock that then shared in the  earnings
of  Newsearch,  unless the effect is to reduce a loss or increase  earnings  per share.
Newsearch  had no  potential  common stock  instruments  which would result in a diluted
loss per share.  Therefore,  diluted loss per share is  equivalent  to  basic loss per
share.

Recently
Issued Accounting Pronouncements

In  June  2006,
the  FASB  issued  Interpretation  No.  48,  Accounting  for  Uncertainty  in  Income
Taxes  - An  Interpretation  of FASB Statement No. 109,  (FIN 48).  FIN 48
clarifies the accounting for  uncertainty in income  taxes  recognized in an enterprises
financial  statements in accordance  with FASB Statement No. 109,  Accounting  for Income
Taxes.  FIN 48 also  prescribes a  recognition  threshold  and  measurement  attribute
for the financial  statement recognition and measurement of a tax position taken or
expected to be  aken in a tax return that  results in a tax benefit.  Additionally,  FIN
48 provides  guidance on  de-recognition,  income  statement  classification  of interest
and  penalties,  accounting  in interim  periods,  disclosure,  and  transition.  This
interpretation  is effective for fiscal years beginning after December 15, 2006.
Newsearch does  not expect the application of FIN 48 to have a material affect on its
financial statements.

F-7



---

Newsearch,
Inc.  Notes to Financial Statements

In September
2006,  the FASB issued SFAS No. 157,  Fair Value  Measurements.  This  statement  defines
fair value,  establishes  a  framework  for  measuring  fair value in  generally
accepted  accounting  principles,  and expands  disclosures  about fair value
measurements.  This statement  applies under other  accounting  pronouncements  that
require or permit fair value  measurements.  SFAS 157 is effective for fiscal years
beginning  after  November 15,  2007.  Newsearch  does not  expect the  application  of
SFAS No.  157 to have a  material  affect on its  financial  statements.

Note 3 -
Technology License

Our technology
license with BCT features an innovative  pyrolitic steam reforming and other molecular
reformation  technologies  that  convert  carbonaceous  wastes  or  low-cost  fuels  to
energy  in the form of  synthesis  gas,  electricity  or liquid  fuels.  Newsearch  has
marketing  and supply  rights from BCT and uses the  technology  to  develop clean energy
projects.  We issued  EnviroClean  Energy  Corporation  (EEC)  375,000 shares
of our common  stock  in  December  2006  for the  assignment  of all of its  rights,
title  and  interest  in this  gasification  technology  held by BCTs U.S.  patent
(# 6,863,878).  For purposes of this  transaction,  these shares were valued  at $.40 per
share,  or  $150,000,  based  primarily  on the fact that EEC  previously  paid BCT
$150,000  for this  technology license.

Intangible
assets are reviewed for impairment  whenever events or other changes in circumstances
indicate that the  carrying  amount may not be  recoverable.  An impairment  charge is
recognized  if an  intangible  assets  carrying  amount exceeds its implied fair value.

Note 4 -
Borrowings

Newsearch had
three promissory notes totaling $350,000 with Vision Capital Partners AA Ltd. (Vision
Capital),  a  related  party.  In November 2006, we issued  23,333,333  shares of
our common stock in exchange for the conversion  of these notes.  These shares were
issued at a purchase  price of $.015 per share.  Vision  Capital  instructed  us  that
the  shares it  received  should be issued to  Newsearchs  officers  and  directors
and in part,  to its own  investors.  The notes  accrued  interest  at 7.5% per annum and
we  recorded  $6,445 of  interest  expense.  Vision  Capital forgave the interest at
conversion and we recorded this amount as a capital contribution.

In  December
2006,  we issued  75,000  shares of our common  stock in  exchange  for the  conversion
of a $25,000  promissory note.  These shares were issued at a purchase price of $.33 per
share.

Newsearch had
two unsecured  loans  totaling  $75,750 at December 31, 2005 with a former  officer and
shareholder.  The loans were  settled for cash  payments of $22,500 in 2006.  We recorded
this  $53,250  debt  forgiveness  as a  capital  contribution.  The loans  ceased
accruing  interest in 2004 when the terms of repayment  were  previously  modified.

F-8



---

Newsearch,
Inc.  Notes to Financial Statements

Note 5 -
Stockholders Equity

Common Stock

In November
2006,  we issued  Vision  Capital,  a related  party,  23,333,333  shares of our common
stock for the  conversion of three  promissory  notes  totaling  $350,000.  These shares
were issued at a purchase  price of $.015  per share.  Vision Capital  instructed us that
the shares it received should be issued to Newsearchs  officers and  directors and
in part, to its own investors.

In December
2006, we issued EEC 375,000  shares of our common stock for the assignment of all of its
rights,  title  and  interest  in the  gasification  technology  held by BCTs U.S.
patent (#  6,863,878).  For  purposes  of this  transaction,  these  shares  were  valued
at $.40 per share,  or  $150,000,  based  primarily  on the fact that EEC  previously
paid BCT $150,000 for this technology license.

In December
2006,  we issued 75,000 shares of our common stock for the  conversion of a $25,000
promissory  note.  These shares were issued at a purchase  price of $.33 per share.  We
also issued  31,938 shares of our common stock  to two individuals for professional
services rendered.  These shares were valued at $.40 per share or $12,775.

Newsearch is
authorized to issue  100,000,000  shares of $.001 par value common stock.  We have
24,615,521  shares  of our common stock issued and outstanding at December 31, 2006.
Dividends may be paid on the  outstanding  shares  as declared by our board of directors.
Each share of common stock is entitled to one vote.

Preferred
Stock

Newsearch is
authorized  to issue  50,000,000  shares of $.001 par value  preferred  stock.  No shares
of preferred  stock have been issued or are  outstanding.  Dividends,  voting rights and
other terms,  rights and  preferences of  the preferred shares have not been designated
but may be designated by our board of directors from time to time.

Employee
Stock Compensation Plans

Newsearch has
adopted the 2002  Employee  Stock  Compensation  Plan (the ESC Plan) and the
2002 Stock Option Plan  (the  STOCK  Plan)  for its  employees,  officers,
directors  and  consultants.  We have  reserved  a maximum of  3,000,000  shares  of
common  stock to be issued  under  the ESC Plan and  3,000,000  shares of common  stock
to be  issued upon exercise of options granted under the STOCK Plan.  No options are
outstanding at December 31, 2006.

Note 6 -
Income Taxes

Newsearch
recognizes  deferred  income tax  liabilities  and assets for the expected  future tax
consequences  of  events that have been  recognized  in the  financial  statements  or
tax returns.  Under this method,  deferred tax  liabilities and assets are determined
based on the differences  between the financial  statement  carrying amounts  and the tax
basis of  assets  and  liabilities  using  enacted  tax  rates in  effect  in the  years
in which  the  differences are expected to reverse.

F-9



---

Newsearch,
Inc.  Notes to Financial Statements

Newsearch
incurred  no income  taxes for the years  ended  December  31, 2006 and 2005.  The
expected  income tax  benefit for the years ended  December  31, 2006 and 2005 is
approximately  $80,000 and $2,000,  respectively.  The  difference  between the expected
income tax benefit and  non-recognition of an income tax benefit in each period is  the
result of a valuation allowance applied to deferred tax assets.

Net operating
loss  carryforwards  of  approximately  $639,000 at December 31, 2006 are available to
offset future  taxable  income,  if any, and expire in 2026.  This results in a net
deferred tax asset of  approximately  $160,000  at December  31,  2006.  A valuation
allowance  in the same amount has been  provided to reduce the  deferred  tax  asset, as
realization of the asset is not assured.

The net
operating  loss  carryforwards  may be  limited  under the Change of Control  provisions
of the  Internal  Revenue Code section 382.

Note 7 -
Commitments and Related Party Transactions

Newsearch
leases  corporate  offices in Boulder,  Colorado under an operating  lease  agreement
which commenced in  October  2006  and  expires  in  October  2007.  Rental  expense  for
2006  was  $5,628.  Future  minimum  rental  commitments  are  $22,000.  Newsearch
utilized the office of our former  president in 2005 and 2006 for  corporate  and
administrative purposes.

During 2006,
we paid legal fees  totaling  $18,630 to a law firm of which Mr.  Adessky,  our CFO,
Secretary and a  Director, is a partner.

Note 8 -
Subsequent Event

In March 2007,
Vision  Capital,  a related party,  loaned  Newsearch  $100,000.  The promissory note is
unsecured,  accrues interest at 7.5% per annum and is due in one year.

F-10



---

EXHIBIT
INDEX

Exhibit
Number         Exhibit Description

|3.1 |  | Amended
and Restated Articles of Incorporation*
|--- |  | -----------------------------------------------

|3.2 |  | Bylaws
(Incorporated by reference to the Companys Report on Registration  Statement on
Form 10SB-12G filed with the Commission on April 12, 2000, File No.  000-30303).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.1 |  | Specimen
Common Stock Certificate (Incorporated by reference to the  Companys Report on
Registration Statement on Form 10SB-12G filed with the  Commission on April 12, 2000,
File No. 000-30303).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 |  | The
2002 Compensatory Stock Option Plan (Incorporated by reference to the  Companys
Current Report on Form 8-K filed with the Commission on May 20,  2003, File No.
000-30303).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2 |  | The
2002 Employee Stock Compensation Plan (Incorporated by reference to the  Companys
Current Report on Form 8-K filed with the Commission on May 20,  2003, File No.
000-30303).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  | $200,000,
7.5% Promissory Note dated August 18, 2006, payable to Vision Capital  Partners AA Ltd.
(Incorporated by reference to the Companys Current Report  on Form 8-K filed with
the Commission on December 11, 2006, File No. 000-30303).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 |  | $100,000,
7.5% Promissory Note dated September 22, 2006, payable to Vision  Capital Partners AA
Ltd. (Incorporated by reference to the Companys  Current Report on Form 8-K filed
with the Commission on December 11, 2006, File  No. 000-30303).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.5 |  | $50,000,
7.5% Promissory Note dated December 15, 2006, payable to Vision Capital  Partners AA Ltd.
(Incorporated by reference to the Companys Current Report  on Form 8-K filed with
the Commission on December 11, 2006, File No. 000-30303).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6 |  | License
Agreement dated December 15, 2006, between EnviroClean Energy  Corporation and the
Company (Incorporated by reference to the Companys  Current Report on Form 8-K
filed with the Commission on January 4, 2007, File  No. 000-30303).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 |  | $100,000,
7.5% Promissory Note dated March 8, 2007, payable to Vision Capital  Partners AA Ltd.*
|---- |  | ------------------------------------------------------------------------------------------------

|14 |  | Code
of Ethics (Incorporated by reference to the  Companys Annual Report on Form  10-KSB
of the Company for the year ended  December 31, 2003 filed with the Commission on
November 17, 2004, File  No.00-30303).
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|21 |  | Description
of Subsidiaries*
|-- |  | ----------------------------

|31.1 |  | Rule
13a-14(a)/15d-14(a) Certification by the Principal Executive  Officer*
|---- |  | ---------------------------------------------------------------------------

|31.2 |  | Rule
13a-14(a)/15d-14(a) Certification by the Principal Financial Officer*
|---- |  | --------------------------------------------------------------------------



---

Exhibit
Number         Exhibit Description

|32.1 |  | Section
1350  Certification by the Principal Executive Officer*
|---- |  | ---------------------------------------------------------------

|32.2 |  | Section
1350  Certification by the Principal Financial Officer*
|---- |  | ---------------------------------------------------------------