|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|-----------------------------------------------------------------------

|Form 10-K
|---------

|[X] | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
Fiscal Year Ended December 31, 2010
|--- | --------------------------------------------------------------------------------------------------------------------------------

|[ ] | Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
Transition Period From ________ to ________
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|Commission File No. 0-29417
|---------------------------

|ALL Fuels & Energy Company
(Exact name of registrant as specified in its charter)
|---------------------------------------------------------------------------------

|Delaware |  | 62-1581902
|-------- |  | ----------

|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)
|-------------------------------------------------------------- |  | ---------------------------------

|6165 N.W. 86th Street, Johnston, Iowa 50131
(Address of Principal Executive Offices, Including Zip Code)
|--------------------------------------------------------------------------------------------------------

|Registrant’s telephone number, including area code:  (515) 331-6509
|-------------------------------------------------------------------

|Securities Registered under Section 12(b) of the Exchange Act: None
|-------------------------------------------------------------------

|Securities Registered under Section 12(g) of the Exchange Act: Common Stock, $0.01 par value
|--------------------------------------------------------------------------------------------

|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  Yes [ ] No [X]
|---------------------------------------------------------------------------------------------------------------------------------------

|Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.  Yes [ ] No [X]
|--------------------------------------------------------------------------------------------------------------------------------------------

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

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

|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405
of this chapter) is not contained herein, and will not 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-K or
any amendment to this Form 10-K. [ ]
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer",
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Large accelerated filer [ ] |  | Accelerated filer [ ]
|--------------------------- |  | ---------------------

|Non-accelerated filer [ ] |  | Smaller reporting company [X]
|------------------------- |  | -----------------------------

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

|The aggregate market value of the voting stock held by non-affiliates computed based on the closing price
of such stock as of June 30, 2010, was approximately $500,000.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|The number of shares outstanding of the issuer's common equity as of April 14, 2011, was 64,732,747
shares of common stock, par value $.01.
|-------------------------------------------------------------------------------------------------------------------------------------------

|Documents Incorporated by Reference: None.
|------------------------------------------



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

The SEC encourages companies to disclose forward-looking information so that investors can better
understand a company’s future prospects and make informed investment decisions. This Annual Report on
Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, among others, statements about our beliefs,
plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and
uncertainties and are subject to change based on various factors, many of which are beyond our control. The
words “may”, “could”, “should”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”,
“target”, “goal” and similar expressions are intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual
future results may differ materially from those set forth in the forward-looking statements. Our ability to
achieve our financial objectives could be adversely affected by many factors, including, without limitation,
the following factors:



–the risk of substantial inflation;

–the survival of the Unites States’ economy as a free-market economy;

–the strength of the United States economy;

–changes in the securities markets;

–legislative or regulatory changes, including reductions in ethanol-related subsidies;

–events that deprive us of the services of our president, Dean E. Sukowatey;

–whether we are able to obtain adequate capital with which to accomplish our objectives; and

–our ability to manage the risks involved in the foregoing.

However, other factors besides those listed above or discussed elsewhere in this Annual Report also
could adversely affect our results, and you should not consider any such list of factors to be a complete set
of all potential risks or uncertainties.  These forward-looking statements are not guarantees of future
performance, but reflect the present expectations of future events by our management and are subject to a
number of factors and uncertainties that could cause actual results to differ materially from those described
in the forward-looking statements.  Any forward-looking statements made by us speak only as of the date
they are made.  We do not undertake to update any forward-looking statement, except as required by
applicable law.

PART I

Item 1.  Business

Available Information

ALL Fuels & Energy Company files or furnishes annual, quarterly and current reports, proxy
statements and other documents with the SEC under the Securities Exchange Act of 1934 (the "Exchange
Act").  The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Also, the SEC maintains an Internet
website that contains reports, proxy and information statements, and other information regarding issuers,
including us, that file electronically with the SEC.  The public can obtain any documents that we file with
the SEC at http://www.sec.gov.

We also make available, free of charge through our internet website (www.allfuelsandenergy.com),
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if
applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act
as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Business Objective

It remains our goal to become a significant producer of ethanol and its co-products in the United
States, that is, to become a producer of at least 500 million gallons of ethanol annually.

Recent and Current Business Activities

Acquisition Activities.  During 2010, we identified several existing ethanol plants that we attempted
to acquire.  Currently, we are engaged in formal negotiations to acquire one or more existing ethanol plants.
We are unable to determine whether these negotiations will result in our acquisition an ethanol plant.  We
will be required to obtain capital from third parties, in order to consummate any such acquisition transaction.

In March 2010, we announced that we had secured an agreement for a period of exclusivity in which
to negotiate and sign a purchase agreement to acquire an ethanol plant located in the Midwest United States.
While the exclusivity period has expired, we believe that we will be able to reach an agreement on the terms
of the proposed acquisition.  However, while we believe that we will be able to obtain the financing
necessary to complete this acquisition, we have not yet obtained any binding commitment for such financing.

The acquisition opportunities described in the foregoing paragraphs became available to us shortly
after the conclusion of our unsuccessful 2009 efforts to acquire another ethanol plant.  These efforts related
to an ethanol plant located in Jefferson, Wisconsin, and owned by Renew Energy, LLC, as a debtor-in-possession under Chapter 11 of the Bankruptcy Code.  Throughout the last half of 2009, we focused on
acquiring the Renew Energy plant.  These efforts resulted in our leading a team that achieved a “qualified
bidder” status for the auction of the Renew Energy plant.  At the auction of the Renew Energy plant, we
submitted a bid of $77 million, the highest bid at the auction.  However, a bid of $72 million submitted by
Valero Energy was selected as the “best” bid at the auction.  Following the auction, we filed an unsuccessful
motion in the bankruptcy court seeking to nullify the auction, in light of certain perceived irregularities
occurring at the auction.  While not successful in our efforts in acquiring the Renew Energy plant, those
efforts provided invaluable business relationships that we believe will serve us well in the future.

Ethanol-Related Activities.  In the last quarter of 2008, in response to the ethanol industry’s then-current state of high stress, we created a new business division known as “ALL Fuels Advisory Group”.
Ethanol Group was created, due to our company’s belief that there existed numerous opportunities to
leverage our in-house ethanol expertise to provide industry-best advisory services through Advisory Group.
During 2009, Advisory Group generated a small level of revenues.  During 2010, Advisory Group did not
generate any revenues, as the Company shifted its focus to the acquisition of an operating ethanol plant.

Our Company in the Current Business Climate

General.  Since 2008, the ethanol industry has endured extremely stressful economic circumstances.
The ethanol industry’s recovery from the period of historically-high oil prices occurring throughout most
2008 has been severely impaired by the severe downturn in the U.S. economy and the associated chaos in
the national and international financial markets.  However, in the current climate, we believe there exist
numerous opportunities to leverage our company’s ethanol expertise to become an active participant in the
ethanol production industry.

Acquisition Activity.  As discussed above, despite the ethanol industry’s experiencing a great degree
of uncertainty, we continue to pursue the acquisition of one or more operating ethanol production facilities.
In March 2010, we announced that we had secured an agreement for a period of exclusivity in which to
negotiate and sign a purchase agreement to acquire an ethanol plant located in the Midwest United States.
While the exclusivity period has expired, we believe that we will be able to reach an agreement on the terms
of the proposed acquisition.  However, while we believe that we will be able to obtain the financing
necessary to complete this acquisition, we have not yet obtained any binding commitment for such financing.
There is no assurance that we will be able to obtain the funding needed to purchase a facility.

ALL Fuels Ethanol Group.  In the last quarter of 2008, in response to the ethanol industry’s then-current state of high stress, our company created a new business division known as “ALL Fuels Advisory
Group”. Since 2008, the ethanol industry has experienced significant swings in operating margins, due to
tumultuous economic conditions.  Ethanol Group was created, due to our belief that there existed numerous
opportunities to leverage our in-house ethanol expertise to provide industry-best advisory services through
Advisory Group.  During the first half of 2009, we focused primarily on the development of Advisory Group,
which produced $8,092 in revenues.  During the second half of 2009 and for all of 2010, Advisory Group
did not generate any revenues, as the Company shifted its focus to the acquisition of an operating ethanol
plant, where our focus remains.

Enzyme Development.  Through 2008, we pursued an Enzyme Opportunity and invested $218,855
in the venture.  During the fourth quarter of 2008, we effectively ended our pursuit of this Enzyme
Opportunity. Due to there being significant uncertainty that we will recover its investment with respect to
the Enzyme Opportunity, we wrote off the remaining investment therein during 2008.  During 2009 and
2010, we expended $-0- in furtherance of our enzyme development efforts.  We have no current intention
of resuming its enzyme development efforts.

Our Competitive Advantages and Disadvantages

Competitive Advantages.  Our management believes our company possesses a high level of expertise
in the ethanol industry, particularly in the ethanol production process.

Competitive Disadvantages.  While our management believes we possess certain competitive
advantages, there are certain competitive disadvantages that we must overcome.  Initially, we have not
achieved name recognition with the ethanol industry.  Further, we do not possess capital sufficient for the
acquisition of an operating ethanol plant. We may never obtain sufficient capital with which to accomplish
our objectives.

Ethanol Industry Overview

Over the past decade, the ethanol industry has grown significantly, with United States production
increasing from 1.63 billion gallons in 2000 to 13.23 billion gallons in 2010, according to the Renewable
Fuels Association.  According to the U.S. Energy Information Administration, ethanol blends accounted for
approximately 10% of the U.S. gasoline supply for all of 2010.  Due to environmental concerns, increasing
and volatile crude oil prices, energy independence concerns and associated national security concerns, we
believe that ethanol will continue to experience increased demand in the U.S., as there remains a focus on
reducing reliance on petroleum-based transportation fuels.

Currently, most U.S. ethanol is produced from corn grown in Illinois, Iowa, Minnesota, Nebraska
and South Dakota, where corn is abundant. In addition to corn, the production process employs natural gas
or, in some cases, coal to power the production facilities. Proximity to sufficient low-cost corn (or other
feedstock) and natural gas supply are important competitive factors for ethanol producers.

Ethanol is marketed across the U.S. as a gasoline blend component that serves as a clean air additive,
an octane enhancer and a renewable fuel resource. It is blended with gasoline (i) as an oxygenate to help meet
fuel emission standards, (ii) to improve gasoline performance by increasing octane levels and (iii) to extend
fuel supplies. Also, a small amount of ethanol is used as E85, a renewable fuels-driven blend comprised of
up to 85% ethanol. We expect that the use of ethanol as E85 will continue to grow.

Historically, the principal factors affecting the price of ethanol are:



–The price of gasoline. The price of ethanol over the long term has moved in relation to the
price of cor and gasoline, which closely follows the price of oil.



–Federal ethanol tax incentives. The Volumetric Ethanol Excise Tax Credit (VEETC) enables
refiners and blenders to pay a premium for ethanol relative to the price of gasoline.



–Supply and Demand Fundamentals of Ethanol. The ethanol industry has experienced rapid
growth in supply capacity and demand, in recent years. During periods when supply has
exceeded demand, the price of ethanol has tended to drop below the cost of wholesale
gasoline plus the value of the VEETC. During periods when demand has exceeded supply,
the price of ethanol tended to be at or above the cost of wholesale gasoline plus the value
of the VEETC.

It is our belief that the environmental benefits of ethanol use, the ability of ethanol to improve
gasoline performance, the usefulness of ethanol as a fuel-supply extender, the favorable production
economics associated with ethanol and the current favorable government incentives could enable ethanol to
comprise an increasingly larger portion of the U.S. fuel supply.

Environmental Benefits.  During the 1990’s, federal laws began to mandate the use of oxygenates
in reformulated gasoline in cities with unhealthy levels of air pollution, on a seasonal or full-time basis.  At
that time, these oxygenates included ethanol and methyl tertiary butyl ether (MTBE) which, when blended
with gasoline, reduce vehicle emissions. Although the federal oxygenate requirement was eliminated in 2006,
oxygenated gasoline continues to be used, in order to meet various current federal and state air emissions
standards.  In the U.S., the refining industry has substantially abandoned the use of MTBE, making ethanol
the primary clean-air oxygenate currently in use.

Improved Gasoline Performance.  With an octane rating of 113, ethanol is used to increase the
octane value of the gasoline with which it is blended.  Gasoline enhanced with ethanol improves engine
performance.  Ethanol is used as an octane enhancer in two ways.  First, ethanol is used to produce regular
grade gasoline from lower-octane gasoline blending stocks.  Second, ethanol is used to upgrade regular grade
gasoline to premium grades.

Fuel-Supply Extender.  Currently, ethanol is an important blending component used by refiners to
extend gasoline supplies.  From 1980 to 2008, domestic petroleum refinery output increased approximately
29%, while domestic gasoline consumption increased approximately 36%, during the same period. (Source:
Energy Information Administration). By blending ethanol with gasoline, refiners are able to expand the
volume of the gasoline they are able to sell.  In 2010, the U.S. Environmental Protection Agency (EPA)
approved the use of gasoline containing up to 15% ethanol in 2001 and newer vehicles.  We believe that an
increase in demand for ethanol will result.

Economics of Ethanol Blending.  The cost to produce a gallon of ethanol is currently at or below the
cost of producing a gallon of petroleum-based gasoline.  This favorable production environment is further
enhanced by the existing blender’s $0.45 per gallon tax credit.

Renewable Fuels Mandate. In addition to the existing blender’s tax credit, the expansion in ethanol
usage has also been driven by federal legislative actions requiring the use of renewable fuels, including
ethanol.  The Energy Independence and Security Act of 2007, confirmed by the EPA regulations on the
Renewable Fuel Standard, or RFS 2, issued on February 3, 2010, mandated a minimum usage of corn-derived
renewable fuels of 10.5 billion gallons in 2009 and 12.0 billion gallons in 2010.  This mandate for corn-based
ethanol increases to 15.0 billion gallons for 2015.

Ethanol Production Process

Ethanol is typically produced either by a dry-milling or wet-milling process. Although the two
processes feature numerous technical differences, the primary operating trade-off of the wet-milling process
is a higher co-product yield in exchange for a lower ethanol yield.  In the dry-mill process of converting corn
into ethanol, each bushel of corn yields approximately 2.8 gallons of ethanol and approximately 18 pounds
of distillers grains.

Ethanol Co-Products.

Dried Distillers Grain with Solubles (DDGS).  A co-product of dry-mill ethanol production, DDGS
is a high-protein and high-energy animal feed that is sold primarily as an ingredient in beef and dairy cattle
feed. DDGS consists of the concentrated nutrients remaining after the starch in corn is converted to ethanol.

Wet Distillers Grains with Solubles (WDGS).  WDGS is similar to DDGS, except that the final
drying stage applied to DDGS is bypassed and the product is sold as a wet feed. WDGS is an excellent
livestock feed with better nutritional characteristics than DDGS. However, higher costs of storage and
transportation are associated with WDGS.

Corn Oil.  Corn oil can be produced as a co-product of ethanol production by installing equipment
to separate the oil from the distillers grains during production. Corn oil can be sold as an animal feed and
commands higher prices than DDGS. It can also be used to produce biodiesel, a clean burning alternative fuel
that can be used in diesel engines with petroleum diesel to lower emissions and improve lubricity.

Raw Material Supply and Pricing; Risk Management

Our management will seek to mitigate our exposure to commodity price fluctuations by purchasing
a portion of our corn requirements on a fixed-price basis and by purchasing corn and natural gas futures
contracts. To mitigate ethanol price risk, our management intends to sell a portion of our future production,
if any, under fixed price and indexed contracts. It can be expected that our indexed contracts will be
referenced to a futures contract, such as unleaded gasoline on the NYMEX, and that we may hedge a portion
of the price risk associated with index contracts by selling exchange-traded unleaded gasoline contracts. Our
management believes this strategy would serve to reduce somewhat the volatility of our operating results.
However, no assurances can be made in this regard.

Marketing

During the early years of our operations, we intend to have agreements with one or more companies
for the marketing, including billing, receipt of payment and other administrative services, for all of the
ethanol that we produce. In addition, we will have marketing agreements for the DDGS and carbon dioxide
generated by a facility. Should we ever determine to market and sell our own ethanol, we will be required
to establish our own marketing, distribution, transportation and storage infrastructure. Involved in this
undertaking would be obtaining sufficient numbers of railcars and storage depots near our customers and at
other strategic locations to ensure efficient delivery of our finished ethanol product. Also, we would be
required to hire or retain an outside marketing and sales force and logistical and other operational personnel
to staff adequately our distribution activities.

With respect to our distillers grains, we expect that they will be sold locally for use as animal feed,
during the first years of our operations.

Competition

Domestic Competition.  The ethanol industry is highly competitive.  Our prospective competitors are
located throughout the United States, nearly all of which can be expected to possess greater resources than
our company.  In 2009, the three largest ethanol producers in North America were Archer-Daniels-Midland
Company, POET, LLC and Valero Energy Corporation.  According to the RFA, as of March 18, 2010, there
were 189 ethanol-producing plants in the U.S., with a total annual production capacity of 12.6 billion gallons
of ethanol.  As of that date, several new plants were under construction or undergoing expansion.  By the end
of 2011, annual U.S. ethanol production capacity could be in excess of 13.0 billion gallons.

Foreign Competition.  Foreign producers of ethanol are an additional source of competition in the
ethanol industry.  The impact of this foreign competition may significantly in the future.  Large international
companies with extensive resources have developed, or are developing, increased foreign ethanol production
capacities.  Brazil, the second largest ethanol producer in the world, produces ethanol primarily from
sugarcane, a lower-cost feed stock than is corn.  The Caribbean region is also eligible for tariff reduction or
elimination upon importation to the United States under a program known as the Caribbean Basin Initiative.
Ethanol imported from Caribbean Basin countries may become a less expensive alternative to ethanol
domestically produced, although infrastructure deficiencies may temper the market impact on the U.S.

Ethanol Co-Products.  With respect to distillers grains (DDGS and WDGS), we will compete
primarily with other ethanol producers, as well as a number of large and small suppliers of competing animal
feed. We believe the principal competitive factors are price, proximity to purchasers and product quality. We
cannot assure you that we will be able to compete successfully in this market.

Legislation and Regulatory Matters

The Energy Independence and Security Act of 2007. On December 19, 2007, the Energy
Independence and Security Act of 2007 was enacted into law. This law significantly increases the mandated
usage of renewable fuels (ethanol, bio-diesel or any other liquid fuel produced from biomass or biogas).  The
law increases the renewable fuels standard established originally under the Energy Policy Act of 2005 to 36
billion gallons by 2022, of which the mandate for corn-based ethanol is limited to 15 billion gallons by 2015.

The Federal Ethanol Tax Incentive Program. First passed in 1979, the VEETC (commonly referred
to as the “blender’s credit”) program allows gasoline distributors who blend ethanol with gasoline to receive
a federal excise tax credit of $0.45 per gallon of pure ethanol used, that is, $0.045 per gallon for E10
(gasoline with an ethanol content of 10% ethanol) and $0.3825 per gallon for E85 (gasoline with an ethanol
content of 85% ethanol).  Currently, the blender’s credit is to expire in December 31, 2010.  However, our
management believes the blender’s credit will be extended prior to expiration, as has been done historically.
To ensure that the blender’s credit serves to boost domestic production, federal policy has insulated the
domestic ethanol industry from foreign competition by levying a $0.54 per gallon tariff on all imported
ethanol.

Ethanol imports from 24 countries in Central America and the Caribbean Islands are exempt from
this tariff under the Caribbean Basin Initiative (CBI), in order to encourage economic development in that
region. Under the terms of the CBI, member nations may export ethanol into the U.S. up to a total limit of
7% of U.S. production per year (with additional exemptions from ethanol produced from feedstock in the
Caribbean region over the 7% limit). In 2006, there were also significant imports of ethanol from non-CBI
countries. Although these imports were subject to the tariff, significant increases in the price of ethanol in
2006 made the importation of ethanol from non-CBI countries profitable, in spite of the tariff. During 2009,
there were no material imports of ethanol into the U.S.  In the past, significant imports of ethanol into the
U.S. have had a negative effect on ethanol prices.

Use of Fuel Oxygenates. Ethanol is used by the refining industry as a fuel oxygenate, which, when
blended with gasoline, allows engines to burn fuel more completely and reduce emissions from motor
vehicles. The use of ethanol is an oxygenate had been propelled by regulatory factors, specifically two
programs in the federal Clean Air Act Amendments of 1990, that required the use of oxygenated gasoline
in areas with unhealthy levels of air pollution.  Although the federal oxygenate requirements for reformulated
gasoline included in the Clean Air Act were completely eliminated on May 5, 2006, by the Energy Policy
Act of 2005, refiners continue to use oxygenated gasoline in order to meet continued federal and state fuel
emission standards.

State Mandates. Several states, including Missouri and Oregon, have enacted mandates that currently
require ethanol blends of 10% ethanol in motor fuel sold within the state. Another state, Minnesota, has a
20% renewable fuel mandate that goes into effect in 2012. These mandates serve to increase demand for
ethanol. As more states consider mandates, or if existing mandates are relaxed or eliminated, the demand for
ethanol can be affected.

Environmental Matters

Once established, our ethanol production operations 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. These laws, regulations and permits also can 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
damage, criminal sanctions, permit revocations and/or facility shutdowns. We do not anticipate a material
adverse effect on our business or financial condition as a result of our compliance with these requirements.
Currently, we cannot predict whether we will incur material capital expenditures for environmental controls,
beyond the initial construction costs.

There is a risk of liability for the investigation and cleanup of environmental contamination at each
of the properties that we own or operate and at off-site locations where we arrange for the disposal of
hazardous substances. If these substances have been or are disposed of or released at sites that undergo
investigation and/or remediation by regulatory agencies, we may be responsible under CERCLA or other
environmental laws for all or part of the costs of investigation and/or remediation and for damage to natural
resources. We may also be subject to related claims by private parties alleging property damage and personal
injury due to exposure to hazardous or other materials at or from these properties. Some of these matters may
require us to expend significant amounts for investigation and/or cleanup or other costs.

In addition, new laws, new interpretations of existing laws, increased governmental enforcement of
environmental laws or other developments could require us to make additional significant expenditures.
Continued government and public emphasis on environmental issues can be expected to result in increased
future investments for environmental controls at our ongoing operations. Present and future environmental
laws and regulations (and related interpretations) applicable to our then-current operations, more vigorous
enforcement policies and discovery of currently unknown conditions may require substantial capital and
other expenditures. Our air emissions will be subject to the federal Clean Air Act, the federal Clean Air Act
Amendments of 1990 and similar state and local laws and associated regulations. The U.S. EPA has
promulgated National Emissions Standards for Hazardous Air Pollutants, or NESHAP, under the federal
Clean Air Act that could apply to facilities that we may own or operate, if the emissions of hazardous air
pollutants exceed certain thresholds. Because other domestic ethanol manufacturers will have similar
restrictions, however, we believe that compliance with more stringent air emission control or other
environmental laws and regulations is not likely to materially affect our competitive position.

Employees

We currently have two employees, who are also officers. We expect that we will hire
non-management employees at such time as we complete the acquisition of an ethanol plant. We will
continue to retain the services of independent contractors and outside professionals on an as-needed basis.

Item 1A.     Risk Factors

Not applicable.

Item 1B.  Unresolved Staff Comments

Not applicable.

Item 2.  Properties

We lease a small office in Johnston, Iowa, at a monthly rental of $250.  We own office equipment
necessary to conduct our current business.

Item 3. Legal Proceedings

We are not currently involved in any legal proceedings.

Item 4. Submission of Matters to Vote of Security Holders

No matter was submitted to our shareholders during the last three months of 2010.

In April 2007, holders of approximately 60% of our common stock, acting by written consent in lieu
of a meeting, approved an amendment to our amended and restated certificate of incorporation.  Pursuant to
such shareholder approval, on November 22, 2010, we filed an amendment to our amended and restated
certificate of incorporation, whereby our authorized capital was increased to 700,000,000 shares of $0.01
par value common stock and 50,000,000 shares of $0.01 par value preferred stock.

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the OTC Bulletin Board, under the symbol “AFSE”.  The table
below sets forth, for the periods indicated, the high and low sale prices for our common stock, as reported
by the OTC Bulletin Board.

| | Period |  | High* |  | Low* | 
| | ------ |  | ----- |  | ---- | 

| | 2009 | First Quarter
Second Quarter
Third Quarter
Fourth Quarter |  | $.03
$.03
$.03
$.116 |  | $.02
$.0175
$.0125
$.013 | 
| | ---- | --------------------------------------------------------- |  | -------------------- |  | ------------------------ | 

| | 2010 | First Quarter
Second Quarter
Third Quarter
Fourth Quarter |  | $.06
$.049
$.035
$.01 |  | $.012
$.015
$.004
$.004 | 
| | ---- | --------------------------------------------------------- |  | --------------------- |  | ----------------------- | 

| | 2011 | First Quarter |  | $.006 |  | $.003 | 
| | ---- | ------------- |  | ----- |  | ----- | 

| | * | The foregoing prices have been adjusted to reflect a (a) one-for-seventeen reverse
split of our common stock occurring in September 2004 and (b) a one-share-for-every-two-shares forward split of our common stock occurring in May 2007.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

You should note that our common stock is likely to experience significant fluctuations in its price
and trading volume. We cannot predict the future trading patterns of our common stock.

Holders

On April 14, 2011, the number of record holders of our common stock, excluding nominees and
brokers, was 275 holding 64,732,747 shares.

Dividends

We have never paid cash dividends on our common stock. We intend to re-invest any future earnings
into our company for the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

|Plan Category |  | Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights |  | Weighted average
exercise price of
outstanding options,
warrants and rights |  | Number of securities
remaining available
for future issuance
|------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ------------------------------------------------------------

|Equity compensation plans
approved by security holders |  | -0- |  | -0- |  | -0-
|------------------------------------------------------ |  | --- |  | --- |  | ---

|Equity compensation plans not
approved by security holders |  | -0- |  | -0- |  | -0-
|---------------------------------------------------------- |  | --- |  | --- |  | ---

|Individual Compensation
Arrangements |  | -0- |  | -0- |  | -0-
|------------------------------------ |  | --- |  | --- |  | ---

Recent Issuances of Unregistered Securities

During the last three months of 2010, we issued unregistered securities, as follows:

1.  (a) Securities Sold.  In October 2010, 5,000,000 shares of common stock were issued; (b)
Underwriter or Other Purchasers.  Such shares of common stock were issued to Loras Wolfe; (c)
Consideration. Such shares of common stock were issued for $50,000 in cash; and (d) Exemption from
Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as
amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not
involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment
in our company.

2.  (a) Securities Sold.  In November 2010, 2,500,000 shares of common stock were issued; (b)
Underwriter or Other Purchasers.  Such shares of common stock were issued to Newlan & Newlan; (c)
Consideration. Such shares of common stock were issued pursuant to a legal services agreement and were
valued at $25,000; and (d) Exemption from Registration Claimed. These securities are exempt from
registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof
and Rule 506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated
investor capable of evaluating an investment in our company.

Subsequent to December 31, 2010, we have issued unregistered securities, as follows:

3.  (a) Securities Sold. In February 2011, 50,000 shares of common stock were issued; (b)
Underwriter or Other Purchasers.  Such shares of common stock were issued to David Kosen; (c)
Consideration. Such shares of common stock were issued pursuant to a consulting agreement and were
valued at $500; and (d) Exemption from Registration Claimed. These securities are exempt from registration
under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule
506 thereunder, as a transaction not involving a public offering. This purchaser was a sophisticated investor
capable of evaluating an investment in our company.

4.  (a) Securities Sold.  In April 2011, we issued a $20,000 principal amount convertible promissory
note, bearing interest at 10% per annum and payable on demand; (b) Underwriter or Other Purchasers. Such
convertible promissory note was issued to Russell Duncan; (c) Consideration. Such convertible promissory
note was issued in consideration of a $20,000 loan; (d) Exemption from Registration Claimed. The
convertible promissory note is exempt from registration under the Securities Act of 1933, as amended,
pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving
a public offering; and (e) Terms of Conversion or Exercise. The convertible promissory note may be
converted into shares of common stock at the rate of one share for each $.01 so converted.

Item 6.  Selected Financial Data

Not applicable.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

While we believe that the factors considered provide a meaningful basis for the accounting policies
applied in the preparation of the condensed consolidated financial statements, we cannot guarantee that our
estimates and assumptions will be accurate. If such estimates and assumptions prove to be inaccurate, we
may be required to make adjustments to these estimates in future periods.

Litigation and Tax Assessments. Should we become involved in lawsuits, we intend to assess the
likelihood of any adverse judgments or outcomes of any of these matters as well as the potential range of
probable losses. A determination of the amount of accrual required, if any, for these contingencies will be
made after careful analysis of each matter. The required accrual may change from time to time, due to new
developments in any matter or changes in approach (such as a change in settlement strategy) in dealing with
these matters.

Additionally, in the future, we may become engaged in various tax audits by federal and state
governmental authorities incidental to our business activities. We anticipate that we will record reserves for
any estimated probable losses for any such proceeding.

Stock-Based Compensation. We account for stock-based compensation based on the provisions of
Accounting Standard Codification (“ASC”) 718 Share Based Payments.  ASC 718 requires companies to
apply a fair-value-based measurement method in accounting for share-based payment transactions with
employees and to record compensation cost for all stock awards granted after the required effective date and
for awards modified, repurchased or cancelled after that date. The scope of ASC 718 encompasses a wide
range of share-based compensation arrangements, including share options, restricted share plans,
performance-based awards, share appreciation rights and employee share purchase plans.

Recent Accounting Pronouncements.  There were no recent accounting pronouncements that our
company has not implemented that materially affect our financial statements.

Results of Operations

For 2010, our monthly cash operating expenses, which include costs associated with the pursuit of
business opportunities, averaged approximately $11,000.  Should we be successful in commencing other
business opportunities, our operating expenses will increase, although we are unable to predict the amount
of such increase.

Revenues.  For the year ended December 31, 2010, we had no revenues.  For the year ended
December 31, 2009, we generated $8,092 in revenues.  During each year, we actively pursued numerous
business opportunities, including the acquisition of one or more existing ethanol production facilities.  Our
Ethanol Group business generated our 2009 revenues.  Currently, we are seeking the acquisition of one or
more ethanol plants, in favor of our Ethanol Group.  We cannot predict whether we will be successful in
these efforts.

Expenses.  Our operating expenses during the years ended December 31, 2010 and 2009, were
$431,254 and $581,043, respectively.  Our non-cash operating expenses, which include stock issued for
services and options issued for services, totalled $67,000 and $57,192 for those years, respectively.

Financial Condition

At December 31, 2010, we had $31,243 in cash and a working capital deficit of $573,020.  These
positions are up from December 31, 2009, levels, when we had $4,748 in cash and a working capital deficit
of $352,205.  During 2010, we funded our ongoing operations with cash derived from loans from related
parties and third parties, as well as sales of our common stock for cash.  At December 31, 2010, and
currently, our company was and is substantially illiquid.  As discussed below, we will remain illiquid, unless
and until we complete the acquisition of an ethanol plant.  There is no assurance that we will be successful
in our business endeavors.

Management’s Plans Relating to Future Liquidity

We currently possess only a small amount of cash.  We will require significant additional capital to
maximize the potential for strategic acquisitions.  We may never obtain capital for this purpose.  Should we
locate an existing ethanol plant that we are able to acquire, we would be unable to complete any such
acquisition, without significant financing.  While our management believes we will be able to secure the
financing, in the form of debt, equity or a combination thereof, necessary to complete any such proposed
acquisition, there is no assurance that such will be the case.  This uncertainty in the availability of financing
has been exacerbated by the recent severe downturn in the U.S. economy lead by the banking and securities
industries.  To date, we have not received a commitment for an equity investment or a loan in any amount.

Capital Expenditures

During 2010, our capital expenditures were $-0-.  During 2009, our capital expenditures were $2,194.
Should we obtain the capital required to purchase one or more existing ethanol plants, our capital
expenditures will be significant.  However, we cannot predict the exact amount of these potential
expenditures.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 8. Financial Statements and Supplementary Data

The required financial statements appear at the end of the Annual Report on Form 10-K, beginning
on page F-1.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

On May 14, 2009, Farmer, Fuqua & Huff, P.C. declined to stand for re-election as our independent
auditor, in conjunction with a general change in the firm’s direction in relation to its SEC practice.  At the
time, there was no disagreement with respect to any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.

On August 12, 2009, Farmer, Fuqua & Huff, P.C. was re-engaged as our independent auditor, to
audit our financial statements for the year ended December 31, 2009.  The decision to re-engage our auditor
was unanimously approved by our board of directors.

Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining “disclosure controls and
procedures” (as defined in the Exchange Act) for our company. Based on our management’s evaluation of
our disclosure controls and procedures as of December 31, 2010, our management has concluded that our
disclosure controls and procedures were effective to ensure that the information required to be disclosed by
our company under the Exchange Act was recorded, processed, summarized and reported within the time
periods specified in the Exchange Act and accumulated and communicated to our management, including
our Principal Executive Officer and Acting Principal Financial Officer, to allow timely decisions regarding
required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial
reporting for our company. Our control system is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting
includes those policies and procedures that:



–pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and disposition of our assets;



–provide reasonable assurance that the transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles and that receipts and expenditures are being made only with proper authorizations
of management and directors; and

–provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of company assets that could have a material effect on the
financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk
that material misstatements may not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of the financial reporting process.
Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Because of inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

Our chief executive officer, also serving as acting chief financial officer, assessed the effectiveness
of our internal control over financial reporting as of December 31, 2010.  In making this assessment, he used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies.

As of December 31, 2010, our principal officer identified no material weaknesses in our internal
control over financial reporting.  A material weakness would be a significant deficiency (within the meaning
of Public Company Accounting Oversight Board Auditing Standard No. 5), or combination of significant
deficiencies, that would result in there being more than a remote likelihood that a material misstatement of
the annual or interim financial statements would not be prevented or detected on a timely basis by employees
in the normal course of their assigned functions.



This Annual Report does not include an attestation report of our independent registered public
accounting firm regarding internal control over financial reporting.  Our management’s report was not subject
to attestation by our independent registered public accounting firm pursuant to the  rules of the Securities
and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

During the last quarter of our fiscal year ended December 31, 2010, there were no changes in our
internal control over financial reporting during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information.

Not applicable.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance

Directors and Officers

The following table sets forth the officers and directors of ALL Fuels & Energy Company.

| | Name |  | Age |  | Position(s) | 
| | ---- |  | --- |  | ----------- | 

| | Dean E. Sukowatey
James R. Broghammer
Brad Knaack |  | 58
48
37 |  | President, Acting Chief Financial Officer,
Secretary and Director
Chief Operating Officer and Director
Director | 
| | ------------------------------------------------- |  | -------- |  | --------------------------------------------------------------------------------------------------------------- | 

Our current officers and directors serve until the next annual meeting of our board of directors or
until their respective successors are elected and qualified. All officers serve at the discretion of our board
of directors. There exist no family relationships between our officers and directors.  Certain information
regarding the backgrounds of each of the officers and directors is set forth below.

Dean Sukowatey has served as president, acting chief financial officer, secretary and a director of
the Company since January 2007, and has served in similar capacities for ALL Energy Company since its
inception in August 2006. He has 19 years’ experience on Wall Street as a broker, trader, fund manager and
consultant at several firms, including Merrill Lynch, Paine Webber, Lehman Brothers and A.G. Edwards.
For more than the five years prior to becoming ALL Energy’s president in August 2006, he managed two
private funds and provided consulting and investment banking services. Mr. Sukowatey graduated from the
University of Wisconsin with a B.S. degree in Microbiology.

James R. Broghammer has, for over 20 years, lead various operations that process corn into
ethanol, corn syrup, fructose, pharmaceutical sugars, food starches and industrial grade starches.  His
experience includes employment with Archer Daniels Midland, Penford Products Company and, most
recently, Pacesetter Management Group, a Virginia-based ethanol plant management company, where he has
served as president since 2003.  As president of Pacesetter Management Group, Mr. Broghammer is
responsible for current ethanol production operations of ACE Ethanol, Stanley, WI, and Pine Lake Corn
Processors, Steamboat Rock, IA.  In addition, Mr. Broghammer also serves as president of Iowa River
Railroad, the first short-line railroad started in Iowa in over twenty years, running from Marshalltown, IA,
to Ackley, IA.

Brad Knaack has, from 1990 to the present, been the proprietor of a Correctionville, Iowa-based
agronomy business specializing in seed sales to farmers. Also, from 2001 to the present, Mr. Knaack has
served as Aviation Manager for Prince Manufacturing Corporation, a North Sioux City, South Dakota-based
manufacturer of custom hydraulic cylinders and components. Mr. Knaack earned a B.A. degree in Industrial
Technology from the University of Northern Iowa, Cedar Falls, Iowa.

The founders of our subsidiary, ALL Energy Company, are Dean Sukowatey and Sun Bear, LLC,
a Texas limited liability company owned by Scott B. Gann. Information with respect to Mr. Sukowatey’s
background appears above.

Currently, Mr. Gann is the founder and president of Oso Capital, a Dallas, Texas-based investment
banking firm.  For more than the five year prior to his founding Oso Capital, Mr. Gann served as Managing
Director of Investments at Sanders, Morris, Harris, Inc., in its Dallas, Texas, office.  Mr. Gann is an officer
and a director of Humanity Capital Holding Corp., a company that files periodic reports under the Securities
Exchange Act of 1934.  Mr. Gann is a licensed stock broker, holding Series 63, Series 7 and Series 65
licenses. Mr. Gann was a defendant in a lawsuit styled Securities and Exchange Commission, Plaintiff, v.
Scott B. Gann and George B. Fasciano, Defendants, United States District Court, Northern District of Texas,
Dallas Division, Case No. 305CV-063L. In April 2008, the judge in this case found that Mr. Gann had
violated Section 10 of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder with respect to certain
market timing practices in trading securities of certain mutual funds. The filed judgment contains a
permanent injunction restraining Mr. Gann from violating Section 10 of the Exchange Act and Rule 10b-5
thereunder, disgorgement of Mr. Gann’s profits and a civil monetary penalty.

Board of Directors

Our full board or directors did not meet during 2010; the board of directors took action by unanimous
written consent in lieu of a meeting on five occasions.

Audit Committee

There currently does not exist an audit committee of our board of directors. However, our current
board intends to form such a committee in the near future and will appoint an independent director to serve
on such committee who qualifies as an audit committee financial expert. This person shall be independent
(as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act).

Compensation of Directors

None of our current directors is paid for his services as directors.

Limitation of Liability and Indemnification

Our amended and restated certificate of incorporation contains provisions limiting the liability of
directors. Our restated certificate of incorporation provides that a director will not be personally liable to us
or to our shareholders for monetary damages for any breach of fiduciary duty as a director, but will continue
to be subject to liability for the following:



–any breach of the director’s duty of loyalty to us or to our shareholders;



–acts or omissions not in good faith or that involve intentional misconduct or a knowing
violation of law;



–unlawful payment of dividends or unlawful stock repurchases or redemptions; and



–any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal
liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent
permitted by Delaware law, as so amended. Our restated certificate of incorporation does not eliminate a
director’s duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief remain available under Delaware law. Our restated certificate of incorporation
does not affect a director’s responsibilities under any other laws, such as state or federal securities laws or
state or federal environmental laws.

In addition, we have entered into agreements to indemnify our directors and executive officers to the
fullest extent permitted under Delaware law, including the non-exclusivity provisions of Delaware law, and
under our bylaws, subject to limited exceptions. These agreements, among other things, provide for
indemnification of our directors and executive officers for fees, expenses, judgments, fines, and settlement
amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or
is threatened to be, made a party by reason of the person’s service as a director or officer, including any
action by us, arising out of that person’s services as our director or officer or that person’s services provided
to any other company or enterprise at our request. We believe that these bylaw provisions and agreements
are necessary to attract and retain qualified persons as directors and officers. We also intend to maintain
liability insurance for our officers and directors.

The limitation of liability and indemnification provisions in our restated certificate of incorporation
and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their
fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers,
even though an action, if successful, might benefit us and our shareholders. A shareholder’s investment may
be adversely affected to the extent we pay the costs of settlement and damage awards against directors and
officers pursuant to these indemnification provisions.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the registrant's officers
and directors, and persons who own more than 10% of a registered class of the registrant's equity securities,
to file reports of ownership and changes in ownership of equity securities of the Registrant with the
Securities and Exchange Commission.  Officers, directors and greater-than-10% shareholders are required
by the Securities and Exchange Commission regulation to furnish the registrant with copies of all Section
16(a) forms that they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during our
most recent fiscal year and Forms 5 and amendments thereto furnished to us with respect to our most recent
fiscal year, no Section 16(a) forms were timely filed. Each of our officers and directors has indicated that
these reports will be filed in the near future.

Item 11. Executive Compensation

The following table sets forth certain compensation information for: (i) each person who served as
the chief executive officer of ALL Fuels & Energy Company at any time during the years ended December
31, 2010, 2009 and 2008, regardless of compensation level, and (ii) each of our other executive officers,
other than the chief executive officer, serving as an executive officer at any time during 2010, 2009 and 2008.
The foregoing persons are collectively referred to herein as the “named executive officers”. Compensation
information is shown for the years ended December 31, 2010, 2009 and 2008.

Summary Compensation Table

|Name and Principal Position | Year | Salary
($) | Bonus
($) | Stock
Awards
($) | Option
Awards
($) | Non-Equity
Incentive Plan
Compensation
($) | Non-qualified
Deferred
Compensation
Earnings
($) | All Other
Compensation
($) | Total
($)
|--------------------------- | ---- | ---------- | --------- | ---------------- | ----------------- | ------------------------------------------ | ------------------------------------------------ | -------------------------- | ---------

|Dean E. Sukowatey | 2010 | 240,000(1) | --- | --- | --- | --- | --- | --- | 240,000(1)
|----------------- | ---- | ---------- | --- | --- | --- | --- | --- | --- | ----------

|President and Acting Chief
Financial Officer | 2009 | 240,000(2) | --- | --- | --- | --- | --- | --- | 240,000(2)
|-------------------------------------------- | ---- | ---------- | --- | --- | --- | --- | --- | --- | ----------

| | 2008 | 240,000 | --- | --- | --- | --- | --- | --- | 240,000
| | ---- | ------- | --- | --- | --- | --- | --- | --- | -------

|James R. Broghammer | 2010 | --- | --- | --- | --- | --- | --- | --- | ---
|------------------- | ---- | --- | --- | --- | --- | --- | --- | --- | ---

|Chief Operating Officer | 2009 | --- | --- | --- | --- | --- | --- | --- | ---
|----------------------- | ---- | --- | --- | --- | --- | --- | --- | --- | ---

| | 2008 | --- | --- | --- | --- | --- | --- | --- | ---
| | ---- | --- | --- | --- | --- | --- | --- | --- | ---

|Brian K. Gibson | 2010 | --- | --- | --- | --- | --- | --- | --- | ---
|--------------- | ---- | --- | --- | --- | --- | --- | --- | --- | ---

|Former Treasurer | 2009 | --- | --- | --- | --- | --- | --- | --- | ---
|---------------- | ---- | --- | --- | --- | --- | --- | --- | --- | ---

| | 2008 | --- | --- | --- | --- | --- | --- | --- | ---
| | ---- | --- | --- | --- | --- | --- | --- | --- | ---

|David Loflin | 2010 | --- | --- | --- | --- | --- | --- | --- | ---
|------------ | ---- | --- | --- | --- | --- | --- | --- | --- | ---

|Former President and
Acting Chief Financial
Officer | 2009 | --- | --- | --- | --- | --- | --- | --- | ---
|--------------------------------------------------- | ---- | --- | --- | --- | --- | --- | --- | --- | ---

| | 2008 | --- | --- | --- | --- | --- | --- | --- | ---
| | ---- | --- | --- | --- | --- | --- | --- | --- | ---

(1)   $240,000 of Mr. Sukowatey’s salary was accrued and unpaid.

(2)   $120,000 of Mr. Sukowatey’s salary was accrued and unpaid.

Employment Contracts and Termination of Employment and Change-in-Control Agreements

Our president, Dean E. Sukowatey, is currently employed under an employment agreement with ALL
Energy Company, our subsidiary.  Mr. Sukowatey's employment agreement has a term of seven years, ending
in August 2013.  Mr. Sukowatey's annual salary is $240,000. In connection with his employment agreement,
Mr. Sukowatey executed an indemnity agreement, a confidentiality agreement and an agreement not to
compete. We have entered into a new employment agreement with Mr. Sukowatey, as described below.

In December 2009, we entered into employment agreements with two of our officers, Dean E.
Sukowatey and James R. Broghammer.  These employment agreements are for an initial term of three years
and may renew for additional one-year periods. While the terms of these employment agreements
commenced in December 2009, salary accruals thereunder will not begin unless and until we complete the
acquisition of an ethanol plant; provided, however, that salary accruals of our president, Mr. Sukowatey,
under his prior employment agreement will continue until such time as we complete the acquisition of an
ethanol plant.  At that time, Mr. Sukowatey's prior agreement will expire and be replaced by his new
employment agreement. Also, upon the acquisition of an ethanol plant, we are to issue a total of 8,505,024
shares of its common stock as bonuses to Messrs. Sukowatey (1,284,466 shares) and Broghammer (7,300,558
shares). Our board of directors has determined that these shares will be valued at $.012 per share, or
$103,020, in the aggregate, based on the market price of our common stock on December 18, 2009, the date
of grant of these bonuses. In addition, our board of directors determined it to be in the best interest of our
company and our shareholders that we reimburse these officers for their respective income tax liabilities
resulting from these common stock bonuses.

We have no compensatory plan or arrangement that results or will result from the resignation,
retirement or any other termination of an executive officer's employment or from a change in control or a
change in an executive officer's responsibilities following a change in control.

Outstanding Option Awards at Year End

The following table provides certain information regarding unexercised options to purchase common
stock, stock options that have not vested and equity-incentive plan awards outstanding at December 31, 2010,
for each named executive officer.

Outstanding Equity Awards at Fiscal Year-End

| | Option Awards | Stock Awards
| | ------------- | ------------

|Name | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | Number of
Securities
Underlying
Unexercised
Options (#)
Unex-ercisable | Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) | Option
Exercise
Price
($) | Option
Expiration
Date | Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#) | Market
Value
of
Shares
or Units
of Stock
That
Have
Not
Vested
($) | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#) | Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)
|---- | ------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------- | ---------------------- | ----------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------

|Dean E. Sukowatey | --- | --- | --- | --- | n/a | --- | n/a | --- | ---
|----------------- | --- | --- | --- | --- | --- | --- | --- | --- | ---

|James R. Broghammer | --- | --- | --- | --- | n/a | --- | n/a | --- | ---
|------------------- | --- | --- | --- | --- | --- | --- | --- | --- | ---

|Scott D. Zabler | --- | --- | --- | --- | n/a | --- | n/a | --- | ---
|--------------- | --- | --- | --- | --- | --- | --- | --- | --- | ---

Director Compensation

The following table sets forth the compensation paid to our directors for our fiscal years ended December 31, 2010, 2009 and 2008.

Director Compensation

|Name | Fees Earned
or Paid in
Cash ($) | Stock Awards
($) | Option
Awards ($) | Non-Equity
Incentive Plan
Compensation
($) | Nonqualified
Deferred
Compensation
Earnings ($) | All Other
Compensation
($) | Total ($)
|---- | ------------------------------- | ---------------- | ----------------- | ------------------------------------------ | ----------------------------------------------- | -------------------------- | ---------

|CURRENT DIRECTORS |  |  |  |  |  |  | 
|----------------- |  |  |  |  |  |  | 

|Dean E. Sukowatey | --- | --- | --- | --- | --- | --- | ---
|----------------- | --- | --- | --- | --- | --- | --- | ---

|James R. Broghammer | --- | --- | --- | --- | --- | --- | ---
|------------------- | --- | --- | --- | --- | --- | --- | ---

|Brad Knaack | --- | 2,000(1) | --- | --- | --- | --- | 2,000(1)
|----------- | --- | -------- | --- | --- | --- | --- | --------

|FORMER DIRECTORS |  |  |  |  |  |  | 
|---------------- |  |  |  |  |  |  | 

|Scott D. Zabler | --- | --- | --- | --- | --- | --- | ---
|--------------- | --- | --- | --- | --- | --- | --- | ---

|Steven J. Leavitt | --- | 19,350(2) | --- | --- | --- | --- | ---
|----------------- | --- | --------- | --- | --- | --- | --- | ---

|Brian K. Gibson | --- | 19,350(2) | --- | --- | --- | --- | ---
|--------------- | --- | --------- | --- | --- | --- | --- | ---

|Mark W. Leonard | --- | 32,550(3) | --- | --- | --- | --- | ---
|--------------- | --- | --------- | --- | --- | --- | --- | ---

|(1)This amount relates to a stock award made in 2010.(2)$15,000 of this amount relates to stock awards made in 2007; $4,350 of this amount relates to stock awards made in 2008(3)This amount relates to stock awards made in 2008.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 12.  Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

The following table sets forth, as of the date hereof, information regarding beneficial ownership of
our capital stock by (i) each person, or group of affiliated persons, known by us to be the beneficial owner
of more than five percent of any class of our voting securities; (ii) each of our directors; (iii) each of the
named executive officers; and (iv) all directors and executive officers as a group. Beneficial ownership is
determined in accordance with the rules of the SEC, based on voting or investment power with respect to the
securities. In computing the number of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock underlying warrants and other convertible securities held by that
person are deemed to be outstanding if the warrants or other convertible securities are exercisable within 60
days of the date hereof.  All percentages in the following table are based on a total of 64,732,747 shares of
common stock outstanding as if the date hereof.

Except as indicated in the footnotes below, we believe, based on information furnished to us, that
the persons and entities named in the table below have sole voting and investment power with respect to all
shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address for
each of the shareholders in the table below is c/o ALL Fuels & Energy Company, 6165 N.W. 86th Street,
Johnston, Iowa 50131.

| | Beneficially Owned
| | ------------------

|Name and Address of Beneficial Owner |  | Shares |  | Percent (1)
|------------------------------------ |  | ------ |  | -----------

|Dean E. Sukowatey |  | 15,815,534 (2) |  | 18.01%
|----------------- |  | -------------- |  | ------

|James R. Broghammer |  | 2,699,442 |  | 3.07%
|------------------- |  | --------- |  | -----

|Brad Knaack |  | 492,423 |  | *
|----------- |  | ------- |  | -

|ALL Energy Company (3) |  | 7,050,000 |  | 8.03%
|---------------------- |  | --------- |  | -----

|Sun Bear, LLC (4) |  | 8,219,808 |  | 9.36%
|----------------- |  | --------- |  | -----

|All directors, executive officers and founders,
including ALL Energy Company, as a group
(5 persons) |  | 34,277,207 (2) |  | 39.03%
|---------------------------------------------------------------------------------------------------- |  | -------------- |  | ------

*Less than 1%.

(1)Based on 87,832,747 shares of our common stock outstanding, which number of shares includes
7,100,000 shares underlying convertible promissory notes that are currently convertible, including
the shares described in Note 2, as well as 16,000,000 shares underlying certain other convertible
promissory notes that are currently convertible.

(2)7,100,000 have not been issued.  These shares underlie convertible promissory notes that are payable
on demand.

(3)ALL Energy Company is a wholly-owned subsidiary of ALL Fuels & Energy Company.

(4)Scott B. Gann is the owner of this entity and possesses voting and investment control of the shares
owned by it. Sun Bear, LLC is a founder of ALL Energy Company.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

2010

Loan from Director.  In 2010, one of our directors, Dean E. Sukowatey, loaned us $11,000 for use
as working capital.  This loan made by Mr. Sukowatey is payable on demand, bears interest at 10% per
annum and is convertible, at his option, into shares of our common stock at the rate of one share for every
$.01 of debt converted.  Mr. Sukowatey has indicated that he will not demand payment of these loans, until
such time as we have adequate funds with which to repay the loans.

Director Bonus.  In 2010, one of our directors, Brad Knaack, was issued shares of our common stock
as a bonus, which shares were valued at $2,000, in the aggregate.

2009

Loans from Director.  During the last half of 2009, one of our directors, Dean E. Sukowatey, loaned
us a total of $60,000 for use as working capital. All of the loans made by Mr. Sukowatey are payable on
demand, bear interest at 10% per annum and are convertible, at his option, into shares of our common stock
at the rate of one share for every $.01 of debt converted.  Mr. Sukowatey has indicated that he will not
demand payment of these loans, until such time as we have adequate funds with which to repay the loans.

Employment Agreements.  In December 2009, we entered into employment agreements with two of
our officers, Dean E. Sukowatey and James R. Broghammer. These employment agreements are for an initial
term of three years and may renew for additional one-year periods.  While the terms of these employment
agreements commenced in December 2009, salary accruals thereunder will not begin unless and until we
complete the acquisition of an ethanol plant; provided, however, that salary accruals ($240,000 annually) of
our president, Mr. Sukowatey, under his prior employment agreement will continue until such time as we
complete the acquisition of an ethanol plant.  At that time, Mr. Sukowatey's prior agreement will expire and
be replaced by his new employment agreement.  Under these employment agreements, the annual salaries
of Messrs. Sukowatey and Broghammer are to start at $220,000, and increase to $240,000 and $265,000
during the initial term, then increase to $292,000 for each renewal term. Also, upon the acquisition of an
ethanol plant, we are to issue a total of 8,585,024 shares of its common stock as bonuses to Messrs.
Sukowatey (1,284,466 shares) and Broghammer (7,300,558 shares). Our board of directors has determined
that these shares will valued at $.012 per share, or $103,020, in the aggregate, based on the market price of
our common stock on December 18, 2009, the date of grant of these bonuses. In addition, our board of
directors determined it to be in the best interest of our company and our shareholders that we reimburse these
officers for their respective income tax liabilities resulting from these common stock bonuses.

2008



Director Bonuses.  During 2008, each of our three former directors, except for Dean E. Sukowatey,
was issued shares of our common stock, in consideration of their services as a director.  A total of 75,000
shares of common stock were issued to these persons, which shares were valued at $41,400, in the aggregate.

Director and Officer Indemnification

Our amended and restated certificate of incorporation contains provisions limiting liability of
directors. In addition, we have entered into agreements to indemnify our directors and officers to the fullest
extent permitted under Delaware law. Please see “Item 10.  Directors, Executive Officers and Corporate
Governance”.

Item 14.  Principal Accounting Fees and Services

The following table sets forth fees billed to us by our auditors during the fiscal years ended
December 31, 2010 and 2009, for: (i) services rendered for the audit of our annual financial statements and
the review of our quarterly financial statements, (ii) services by our auditors that are reasonably related to
the performance of the audit or review of our financial statements and that are not reported as Audit Fees,
(iii) services rendered in connection with tax compliance, tax advice and tax planning and (iv) all other fees
for services rendered.

| |  |  | Year Ended
December 31, 2010 |  | Year Ended
December 31, 2009 | 
| |  |  | ---------------------------- |  | ---------------------------- | 

| | Audit Fees |  | $19,000 |  | $21,000 | 
| | ---------- |  | ------- |  | ------- | 

| | Audit related fees |  | $0 |  | $0 | 
| | ------------------ |  | -- |  | -- | 

| | Tax |  | $0 |  | $0 | 
| | --- |  | -- |  | -- | 

| | All other fees |  | $0 |  | $0 | 
| | -------------- |  | -- |  | -- | 

Item 15.  Exhibits, Financial Statement Schedules

The following documents are filed as part of this Report:



1.Financial Statements



–Report of Independent Registered Public Accounting Firm

–Balance Sheets as of December 31, 2010 and 2009

–Statements of Operations for the Years Ended December 31, 2010 and 2009, and
the Period from Commencement of Development Stage (June 7, 2004) to December
31, 2010

–Statements of Stockholders’ Equity for the Years Ended December 31, 2010 and
2009, and the Period from Commencement of Development Stage (June 7, 2004)
to December 31, 2010

–Statements of Cash Flows for the Years Ended December 31, 2010 and 2009, and
the Period from Commencement of Development Stage (June 7, 2004) to December
31, 2010

–Notes to Financial Statements



2.Financial Statement Schedules



Other schedules and exhibits are omitted because the required information either is not
applicable or is shown in the financial statements or the notes thereto.



3.Exhibits Required to be Filed by Item 601 of Regulation S-K

| | Exhibit No. |  | Description
| | ----------- |  | -----------

| | 10.1 * |  | Convertible Promissory Note, face amount $20,000, issued by
Registrant in favor of Russell Duncan.
| | ------ |  | --------------------------------------------------------------------------------------------------

| | 10.2 * |  | Consulting Agreement between Registrant and David Kosen.
| | ------ |  | --------------------------------------------------------

| | 10.3 * |  | Letter Agreement between Registrant and Newlan & Newlan.
| | ------ |  | --------------------------------------------------------

| | 22.1 * |  | Subsidiaries of Registrant.
| | ------ |  | ---------------------------

| | 31.1 * |  | Certification as Adopted Pursuant to Section 302 (a) of the
Sarbanes-Oxley Act of 2002.
| | ------ |  | ---------------------------------------------------------------------------------------

| | 32.1 * |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ------ |  | -----------------------------------------------------------------------------------------------------------------------

| | * filed herewith.
| | -----------------

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this Annual Report on Form 10-K to be signed on April 15, 2011, on its behalf
by the undersigned, thereunto duly authorized.

ALL FUELS & ENERGY COMPANY

By: /s/ DEAN E. SUKOWATEY

Dean E. Sukowatey

President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form
10-K has been signed on April 15, 2011, by the following persons on behalf of the Registrant, in the
capacities indicated:

| | /s/ DEAN E. SUKOWATEY |  | 
| | --------------------- |  | 

| | Dean E. Sukowatey
President (principal executive
officer), Secretary, Acting Chief
Financial Officer (principal financial
officer) and Director |  | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | 

|
|

| |  |  | 
| |  |  | 

| | James R. Broghammer
Chief Operating Officer and Director |  | 
| | -------------------------------------------------------- |  | 

|
|

| | /s/ BRAD KNAACK |  | 
| | --------------- |  | 

| | Brad Knaack
Director |  | 
| | -------------------- |  | 

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

To the Board of Directors and

Shareholders of ALL Fuels & Energy Company

We have audited the accompanying consolidated balance sheets of ALL Fuels & Energy Company
(a development stage company) and subsidiaries as of December 31, 2010 and 2009, and the related
consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years
ended December 31, 2010 and 2009, and from the date of commencement of the development stage
(June 7, 2004) to December 31, 2010. ALL Fuels & Energy Company’s management is responsible
for these consolidated financial statements. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of ALL Fuels & Energy Company and subsidiaries as of December
31, 2010 and 2009, and the consolidated results of their operations and their cash flows for the years
ended December 31, 2010 and 2009, and from the date of commencement of the development stage
(June 7, 2004) to December 31, 2010, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the consolidated financial statements,
the Company suffered losses from operations and has a working capital deficiency, which raises
substantial doubt about its ability to continue as a going concern. Management’s plans regarding
those matters also are described in Note 2. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ FARMER, FUQUA & HUFF, P.C.

Farmer, Fuqua & Huff, P.C.

Plano, Texas

April 15, 2011

| | ALL FUELS & ENERGY COMPANY
(a development stage company) | 
| | -------------------------------------------------------- | 

| | CONSOLIDATED BALANCE SHEETS | 
| | --------------------------- | 

| | December 31, 2010 and 2009 | 
| | -------------------------- | 

| | 2010 |  | 2009
| | ---- |  | ----

|ASSETS
|------

|Current assets
|--------------

| | Cash and cash equivalents | $31,243 |  | $4,748
| | ------------------------- | ------- |  | ------

| | Prepaid expenses | 18,807 |  | 1,721
| | ---------------- | ------ |  | -----

| | Total current assets | 50,050 |  | 6,469
| | -------------------- | ------ |  | -----

|Property and equipment - at cost
|--------------------------------

| | Equipment | 3,333 |  | 3,333
| | --------- | ----- |  | -----

| | Less accumulated depreciation | (2,223) |  | (1,238)
| | ----------------------------- | ------- |  | -------

| | Total property and equipment - net | 1,110 |  | 2,095
| | ---------------------------------- | ----- |  | -----

| | Total assets | $51,160 |  | $8,564
| | ------------ | ------- |  | ------

|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|----------------------------------------------

|Current liabilities
|-------------------

| | Accounts payable and accrued expenses | $463,459 |  | $298,674
| | ------------------------------------- | -------- |  | --------

| | Notes payable, net of debt discount related to conversion feature of
$3,889 | 88,611 |  | ---
| | --------------------------------------------------------------------------- | ------ |  | ---

| | Notes payable - related party | 71,000 |  | 60,000
| | ----------------------------- | ------ |  | ------

| | Total current liabilities | 623,070 |  | 358,674
| | ------------------------- | ------- |  | -------

|Stockholders’ equity (deficit)
|------------------------------

| | Preferred stock, $.01 par value; 50,000,000 shares authorized, -0- and -0- shares issued and outstanding | --- |  | ---
| | -------------------------------------------------------------------------------------------------------- | --- |  | ---

| | Common stock, $.01 par value; 700,000,000 shares authorized,
64,682,747 and 50,624,386 shares issued in 2010 and 2009,
respectively, and 57,632,747 and 43,574,386 shares outstanding in
2010 and 2009, respectively | 646,829 |  | 506,245
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- |  | -------

| | Additional paid-in capital | 16,275,180 |  | 16,180,264
| | -------------------------- | ---------- |  | ----------

| | Treasury stock, at cost; 7,050,000 and 7,050,000 shares in 2010 and
2009, respectively | (150,000) |  | (150,000)
| | -------------------------------------------------------------------------------------- | --------- |  | ---------

| | Receivable from shareholder | (50,000) |  | (50,000)
| | --------------------------- | -------- |  | --------

| | Accumulated deficit | (6,423,944) |  | (6,423,944)
| | ------------------- | ----------- |  | -----------

| | Deficit accumulated during the development stage | (10,869,975) |  | (10,412,675)
| | ------------------------------------------------ | ------------ |  | ------------

| | Total stockholders’ equity (deficit) | (571,910) |  | (350,110)
| | ------------------------------------ | --------- |  | ---------

| | Total liabilities and stockholders’ equity (deficit) | $51,160 |  | $8,564
| | ---------------------------------------------------- | ------- |  | ------

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY
(a development stage company) | 
| | -------------------------------------------------------- | 

| | CONSOLIDATED STATEMENTS OF OPERATIONS | 
| | ------------------------------------- | 

| | For the Years Ended December 31, 2010 and 2009, and the Period from Commencement
of Development Stage (June 7, 2004) to December 31, 2010 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------- | 

| |  |  | 2010 |  | 2009 |  |  |  | Period from
Commence-ment of
Development
Stage (June 7,
2004) to
12/31/10
(unaudited)
| |  |  | ---- |  | ---- |  |  |  | -------------------------------------------------------------------------------------

|Revenues |  |  | $--- |  | $8,092 |  |  |  | $8,092
|-------- |  |  | ---- |  | ------ |  |  |  | ------

|Operating Costs and Expenses |  |  |  |  |  |  |  |  | 
|---------------------------- |  |  |  |  |  |  |  |  | 

| | Consulting |  |  | 40,546 |  | 92,435 |  |  |  | 7,756,881
| | ---------- |  |  | ------ |  | ------ |  |  |  | ---------

| | Legal and professional |  |  | 71,698 |  | 84,247 |  |  |  | 1,274,511
| | ---------------------- |  |  | ------ |  | ------ |  |  |  | ---------

| | Depreciation and amortization |  |  | 985 |  | 826 |  |  |  | 8,149
| | ----------------------------- |  |  | --- |  | --- |  |  |  | -----

| | Impairment charge |  |  | --- |  | --- |  |  |  | 333,540
| | ----------------- |  |  | --- |  | --- |  |  |  | -------

| | General and administrative |  |  | 318,025 |  | 403,535 |  |  |  | 1,955,735
| | -------------------------- |  |  | ------- |  | ------- |  |  |  | ---------

| | Total operating expenses |  |  | 431,254 |  | 581,043 |  |  |  | 11,328,816
| | ------------------------ |  |  | ------- |  | ------- |  |  |  | ----------

|Other income (expense) |  |  |  |  |  |  |  |  | 
|---------------------- |  |  |  |  |  |  |  |  | 

| | Beneficial conversion expense |  |  | (107,111) |  | (60,000) |  |  |  | (167,111)
| | ----------------------------- |  |  | --------- |  | -------- |  |  |  | ---------

| | Interest expense |  |  | (13,529) |  | (2,120) |  |  |  | (72,464)
| | ---------------- |  |  | -------- |  | ------- |  |  |  | --------

| | Interest income |  |  | 29 |  | 135 |  |  |  | 51,358
| | --------------- |  |  | -- |  | --- |  |  |  | ------

| | Rental income |  |  | --- |  | --- |  |  |  | 66,250
| | ------------- |  |  | --- |  | --- |  |  |  | ------

| | Equity loss in subsidiary |  |  | --- |  | (14,485) |  |  |  | (233,340)
| | ------------------------- |  |  | --- |  | -------- |  |  |  | ---------

| | Loss on sale of land |  |  | --- |  | --- |  |  |  | (1,278)
| | -------------------- |  |  | --- |  | --- |  |  |  | -------

| | Forgiveness of debt |  |  | 94,565 |  | --- |  |  |  | 94,565
| | ------------------- |  |  | ------ |  | --- |  |  |  | ------

| | Total other income (expense) |  |  | (26,046) |  | (76,470) |  |  |  | (262,020)
| | ---------------------------- |  |  | -------- |  | -------- |  |  |  | ---------

|Net loss |  |  | $(457,300) |  | $(649,421) |  |  |  | $(11,582,744)
|-------- |  |  | ---------- |  | ---------- |  |  |  | -------------

|Income (loss) per share: |  |  |  |  |  |  |  |  | 
|------------------------ |  |  |  |  |  |  |  |  | 

|Basic |  |  | $(0.01) |  | $(0.01) |  |  |  | 
|----- |  |  | ------- |  | ------- |  |  |  | 

|Diluted |  |  | $(0.01) |  | $(0.01) |  |  |  | 
|------- |  |  | ------- |  | ------- |  |  |  | 

|Weighted average number of shares outstanding: |  |  |  |  |  |  |  |  | 
|---------------------------------------------- |  |  |  |  |  |  |  |  | 

|Basic |  |  | 55,995,050 |  | 51,120,270 |  |  |  | 
|----- |  |  | ---------- |  | ---------- |  |  |  | 

|Diluted |  |  | 76,353,105 |  | 53,292,493 |  |  |  | 
|------- |  |  | ---------- |  | ---------- |  |  |  | 

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY | 
| | -------------------------- | 

| | (a development stage company) | 
| | ----------------------------- | 

| | STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY | 
| | ------------------------------------------- | 

| | For the Years Ended December 31, 2010, 2009 and 2008, and the Period from Commencement of
Development Stage (June 7, 2004) to December 31, 2010 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------- | 

| | Shares | Amount | Additional
Paid-in Capital | Stockholder
Receivable | Treasury
Stock | Accumulated
Deficit | Deficit
Accumulated
during
Development
Stage | Stockholder’s
(Deficit)
Equity | 
| | ------ | ------ | -------------------------- | ---------------------- | -------------- | ------------------- | -------------------------------------------- | ------------------------------ | 

|Balance, June
7, 2004 | 1,758,981 | $17,590 | $6,385,950 | $--- | $--- | $(6,423,944) | $--- | $(20,404) | 
|--------------------- | --------- | ------- | ---------- | ---- | ---- | ------------ | ---- | --------- | 

|Stock issued
for services at
$.34 per share | 750,000 | 7,500 | 247,500 | --- | --- | --- | --- | 255,000 | 
|------------------------------------------- | ------- | ----- | ------- | --- | --- | --- | --- | ------- | 

|Stock issued
for services at
$.167 per
share | 150,000 | 1,500 | 23,500 | --- | --- | --- | --- | 25,000 | 
|-------------------------------------------- | ------- | ----- | ------ | --- | --- | --- | --- | ------ | 

|Stock issued
at $.14 per
share | 357,150 | 3,571 | 46,429 | (50,000) | --- | --- | --- | --- | 
|------------------------------ | ------- | ----- | ------ | -------- | --- | --- | --- | --- | 

|Contributions
from
stockholders | --- | --- | 20,754 | --- | --- | --- | --- | 20,754 | 
|------------------------------- | --- | --- | ------ | --- | --- | --- | --- | ------ | 

|Net loss | --- | --- | --- | --- | --- | --- | (284,350) | (284,350) | 
|-------- | --- | --- | --- | --- | --- | --- | --------- | --------- | 

|Balance,
December 31,
2004 | 3,016,131 | 30,161 | 6,724,133 | (50,000) | --- | (6,423,944) | (284,350) | (4,000) | 
|-------------------------- | --------- | ------ | --------- | -------- | --- | ----------- | --------- | ------- | 

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY | 
| | -------------------------- | 

| | (a development stage company) | 
| | ----------------------------- | 

| | STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY | 
| | ------------------------------------------- | 

| | For the Years Ended December 31, 2010, 2009 and 2008, and the Period from Commencement of
Development Stage (June 7, 2004) to December 31, 2010 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------- | 

| | Shares | Amount | Additional
Paid-in Capital | Stockholder
Receivable | Treasury
Stock | Accumulated
Deficit | Deficit
Accumulated
during
Development
Stage | Stockholder’s
(Deficit)
Equity | 
| | ------ | ------ | -------------------------- | ---------------------- | -------------- | ------------------- | -------------------------------------------- | ------------------------------ | 

|Net loss | --- | --- | --- | --- | --- | --- | (100) | (100) | 
|-------- | --- | --- | --- | --- | --- | --- | ----- | ----- | 

|Balance,
December 31,
2005 | 3,016,131 | 30,161 | 6,724,133 | (50,000) | --- | (6,423,944) | (284,450) | (4,100) | 
|-------------------------- | --------- | ------ | --------- | -------- | --- | ----------- | --------- | ------- | 

|Stock issued
for bonus at
$.023 per
share | 3,375,000 | 33,750 | 42,750 | --- | --- | --- | --- | 76,500 | 
|----------------------------------------- | --------- | ------ | ------ | --- | --- | --- | --- | ------ | 

|Stock issued
for bonus at
$.027 per
share | 150,000 | 1,500 | 2,500 | --- | --- | --- | --- | 4,000 | 
|----------------------------------------- | ------- | ----- | ----- | --- | --- | --- | --- | ----- | 

|Stock issued
for legal
services at
$.027 per
share | 750,000 | 7,500 | 12,500 | --- | --- | --- | --- | 20,000 | 
|-------------------------------------------------- | ------- | ----- | ------ | --- | --- | --- | --- | ------ | 

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY | 
| | -------------------------- | 

| | (a development stage company) | 
| | ----------------------------- | 

| | STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY | 
| | ------------------------------------------- | 

| | For the Years Ended December 31, 2010, 2009 and 2008, and the Period from Commencement of
Development Stage (June 7, 2004) to December 31, 2010 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------- | 

| | Shares | Amount | Additional
Paid-in Capital | Stockholder
Receivable | Treasury
Stock | Accumulated
Deficit | Deficit
Accumulated
during
Development
Stage | Stockholder’s
(Deficit)
Equity | 
| | ------ | ------ | -------------------------- | ---------------------- | -------------- | ------------------- | -------------------------------------------- | ------------------------------ | 

|Stock issued
for services at
$.027 per
share | 75,000 | 750 | 1,250 | --- | --- | --- | --- | 2,000 | 
|-------------------------------------------- | ------ | --- | ----- | --- | --- | --- | --- | ----- | 

|Stock issued
for web page
assets at $.027
per share | 1,950,000 | 19,500 | 32,500 | --- | --- | --- | --- | 52,000 | 
|--------------------------------------------------- | --------- | ------ | ------ | --- | --- | --- | --- | ------ | 

|Contributions
from
stockholder | --- | --- | 600 | --- | --- | --- | --- | 600 | 
|------------------------------ | --- | --- | --- | --- | --- | --- | --- | --- | 

|Net loss | --- | --- | --- | --- | --- | --- | (155,000) | (155,000) | 
|-------- | --- | --- | --- | --- | --- | --- | --------- | --------- | 

|Balance,
December 31,
2006 | 9,316,131 | 93,161 | 6,816,233 | (50,000) | --- | (6,423,944) | (439,450) | (4,000) | 
|-------------------------- | --------- | ------ | --------- | -------- | --- | ----------- | --------- | ------- | 

|Stock issued
for bonus at
$.026 per
share | 3,000,000 | 30,000 | 50,000 | --- | --- | --- | --- | 80,000 | 
|----------------------------------------- | --------- | ------ | ------ | --- | --- | --- | --- | ------ | 

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY | 
| | -------------------------- | 

| | (a development stage company) | 
| | ----------------------------- | 

| | STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY | 
| | ------------------------------------------- | 

| | For the Years Ended December 31, 2010, 2009 and 2008, and the Period from Commencement of
Development Stage (June 7, 2004) to December 31, 2010 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------- | 

| | Shares | Amount | Additional
Paid-in Capital | Stockholder
Receivable | Treasury
Stock | Accumulated
Deficit | Deficit
Accumulated
during
Development
Stage | Stockholder’s
(Deficit)
Equity | 
| | ------ | ------ | -------------------------- | ---------------------- | -------------- | ------------------- | -------------------------------------------- | ------------------------------ | 

|Stock issued
in acquisition | 37,995,000 | 379,950 | 1,253,805 | --- | --- | --- | --- | 1,633,755 | 
|--------------------------- | ---------- | ------- | --------- | --- | --- | --- | --- | --------- | 

|Stock issued
for services at
$.67 per share | 390,000 | 3,900 | 258,300 | --- | --- | --- | --- | 262,200 | 
|------------------------------------------- | ------- | ----- | ------- | --- | --- | --- | --- | ------- | 

|Stock issued
for services at
$.75 per share | 150,000 | 1,500 | 111,000 | --- | --- | --- | --- | 112,500 | 
|------------------------------------------- | ------- | ----- | ------- | --- | --- | --- | --- | ------- | 

|Stock issued
for cash at
$1.00 per
share | 75,000 | 750 | 74,250 | --- | --- | --- | --- | 75,000 | 
|---------------------------------------- | ------ | --- | ------ | --- | --- | --- | --- | ------ | 

|Stock issued
as bonus at
$1.00 per
share | 30,000 | 300 | 29,700 | --- | --- | --- | --- | 30,000 | 
|---------------------------------------- | ------ | --- | ------ | --- | --- | --- | --- | ------ | 

|Stock issued
for cash on
option
exercise at
$.64 per share | 50,000 | 500 | 31,286 | --- | --- | --- | --- | 31,786 | 
|---------------------------------------------------------- | ------ | --- | ------ | --- | --- | --- | --- | ------ | 

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY | 
| | -------------------------- | 

| | (a development stage company) | 
| | ----------------------------- | 

| | STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY | 
| | ------------------------------------------- | 

| | For the Years Ended December 31, 2010, 2009 and 2008, and the Period from Commencement of
Development Stage (June 7, 2004) to December 31, 2010 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------- | 

| | Shares | Amount | Additional
Paid-in Capital | Stockholder
Receivable | Treasury
Stock | Accumulated
Deficit | Deficit
Accumulated
during
Development
Stage | Stockholder’s
(Deficit)
Equity | 
| | ------ | ------ | -------------------------- | ---------------------- | -------------- | ------------------- | -------------------------------------------- | ------------------------------ | 

|Stock issued
in private
offering for
cash at $.79
per share | 359,588 | 3,597 | 282,053 | --- | --- | --- | --- | 285,650 | 
|----------------------------------------------------------- | ------- | ----- | ------- | --- | --- | --- | --- | ------- | 

|Treasury
stock | --- | --- | --- | --- | (150,000) | --- | --- | (150,000) | 
|-------------- | --- | --- | --- | --- | --------- | --- | --- | --------- | 

|Warrants | --- | --- | 6,075,213 | --- | --- | --- | --- | 6,075,213 | 
|-------- | --- | --- | --------- | --- | --- | --- | --- | --------- | 

|Net loss | --- | --- | --- | --- | --- | --- | (7,195,819) | (7,195,819) | 
|-------- | --- | --- | --- | --- | --- | --- | ----------- | ----------- | 

|Balance,
December 31,
2007 | 51,365,719 | 513,658 | 14,981,840 | (50,000) | (150,000) | (6,423,944) | (7,635,269) | 1,236,285 | 
|-------------------------- | ---------- | ------- | ---------- | -------- | --------- | ----------- | ----------- | --------- | 

|Stock issued
for services at
$.54 per share | 1,000,000 | 10,000 | 530,000 | --- | --- | --- | --- | 540,000 | 
|------------------------------------------- | --------- | ------ | ------- | --- | --- | --- | --- | ------- | 

|Shares
cancelled | (1,238,000) | (12,380) | 12,380 | --- | --- | --- | --- | --- | 
|---------------- | ----------- | -------- | ------ | --- | --- | --- | --- | --- | 

|Stock bonus
at $.55 per
share | 75,000 | 750 | 40,650 | --- | --- | --- | --- | 41,400 | 
|----------------------------- | ------ | --- | ------ | --- | --- | --- | --- | ------ | 

|Stock issued
for cash at
$.49 per share | 405,000 | 4,050 | 192,589 | --- | --- | --- | --- | 196,639 | 
|--------------------------------------- | ------- | ----- | ------- | --- | --- | --- | --- | ------- | 

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY | 
| | -------------------------- | 

| | (a development stage company) | 
| | ----------------------------- | 

| | STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY | 
| | ------------------------------------------- | 

| | For the Years Ended December 31, 2010, 2009 and 2008, and the Period from Commencement of
Development Stage (June 7, 2004) to December 31, 2010 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------- | 

| | Shares | Amount | Additional
Paid-in Capital | Stockholder
Receivable | Treasury
Stock | Accumulated
Deficit | Deficit
Accumulated
during
Development
Stage | Stockholder’s
(Deficit)
Equity | 
| | ------ | ------ | -------------------------- | ---------------------- | -------------- | ------------------- | -------------------------------------------- | ------------------------------ | 

|Additional
paid-in capital
related to
stock
compensation | --- | --- | 285,780 | --- | --- | --- | --- | 285,780 | 
|-------------------------------------------------------- | --- | --- | ------- | --- | --- | --- | --- | ------- | 

|Stock issued
for services at
$.60 per share | 16,667 | 167 | 9,833 | --- | --- | --- | --- | 10,000 | 
|------------------------------------------- | ------ | --- | ----- | --- | --- | --- | --- | ------ | 

|Net loss | --- | --- | --- | --- | --- | --- | (2,127,985) | (2,127,985) | 
|-------- | --- | --- | --- | --- | --- | --- | ----------- | ----------- | 

|Balance,
December 31,
2008 | 51,624,386 | $516,245 | $16,053,072 | $(50,000) | $(150,000) | $(6,423,944) | $(9,763,254) | $182,119 | 
|-------------------------- | ---------- | -------- | ----------- | --------- | ---------- | ------------ | ------------ | -------- | 

|Additional
paid-in capital
related to
stock
compensation | --- | --- | 57,192 | --- | --- | --- | --- | 57,192 | 
|-------------------------------------------------------- | --- | --- | ------ | --- | --- | --- | --- | ------ | 

|Beneficial
conversion | --- | --- | 60,000 | --- | --- | --- | --- | 60,000 | 
|--------------------- | --- | --- | ------ | --- | --- | --- | --- | ------ | 

|Shares
cancelled | (1,000,000) | (10,000) | 10,000 | --- | --- | --- | --- | --- | 
|---------------- | ----------- | -------- | ------ | --- | --- | --- | --- | --- | 

|Net loss | --- | --- | --- | --- | --- | --- | (649,421) | (649,421) | 
|-------- | --- | --- | --- | --- | --- | --- | --------- | --------- | 

|Balance,
December 31,
2009 | 50,624,386 | $506,245 | $16,180,264 | $(50,000) | $(150,000) | $(6,423,944) | $(10,412,675) | $(350,110) | 
|-------------------------- | ---------- | -------- | ----------- | --------- | ---------- | ------------ | ------------- | ---------- | 

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY | 
| | -------------------------- | 

| | (a development stage company) | 
| | ----------------------------- | 

| | STATEMENT OF STOCKHOLDERS’ (DEFICIT) EQUITY | 
| | ------------------------------------------- | 

| | For the Years Ended December 31, 2010, 2009 and 2008, and the Period from Commencement of
Development Stage (June 7, 2004) to December 31, 2010 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------- | 

| | Shares | Amount | Additional
Paid-in Capital | Stockholder
Receivable | Treasury
Stock | Accumulated
Deficit | Deficit
Accumulated
during
Development
Stage | Stockholder’s
(Deficit)
Equity | 
| | ------ | ------ | -------------------------- | ---------------------- | -------------- | ------------------- | -------------------------------------------- | ------------------------------ | 

|Beneficial
conversion | --- | --- | 111,000 | --- | --- | --- | --- | 111,000 | 
|--------------------- | --- | --- | ------- | --- | --- | --- | --- | ------- | 

|Stock issued
on conversion
of note
payable at
$.003 per
share | 2,508,361 | 25,084 | (17,584) | --- | --- | --- | --- | 7,500 | 
|------------------------------------------------------------- | --------- | ------ | -------- | --- | --- | --- | --- | ----- | 

|Stock issued
for cash at
$.01 per share | 5,000,000 | 50,000 | --- | --- | --- | --- | --- | 50,000 | 
|--------------------------------------- | --------- | ------ | --- | --- | --- | --- | --- | ------ | 

|Stock issued
for services at
$.01 per share | 6,500,000 | 65,000 | --- | --- | --- | --- | --- | 65,000 | 
|------------------------------------------- | --------- | ------ | --- | --- | --- | --- | --- | ------ | 

|Stock issued
forbonuses at
$.04 per share | 50,000 | 500 | 1,500 | --- | --- | --- | --- | 2,000 | 
|----------------------------------------- | ------ | --- | ----- | --- | --- | --- | --- | ----- | 

|Net loss | --- | --- | --- | --- | --- | --- | (457,300) | (457,300) | 
|-------- | --- | --- | --- | --- | --- | --- | --------- | --------- | 

|Balance,
December 31,
2010 | 64,682,747 | $646,829 | $16,275,180 | $(50,000) | $(150,000) | $(6,423,944) | $(10,869,975) | $(571,910) | 
|-------------------------- | ---------- | -------- | ----------- | --------- | ---------- | ------------ | ------------- | ---------- | 

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY
(a development stage company) | 
| | -------------------------------------------------------- | 

| | CONSOLIDATED STATEMENTS OF CASH FLOWS | 
| | ------------------------------------- | 

| | For the Years Ended December 31, 2010 and 2009, and the Period from Commencement
of Development Stage (June 7, 2004) to December 31, 2010 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------- | 

| |  |  | 2010 |  | 2009 |  |  |  | Period from
Commence-ment of
Development
Stage (June 7,
2004) to
12/31/10
(unaudited)
| |  |  | ---- |  | ---- |  |  |  | -------------------------------------------------------------------------------------

|CASH FLOWS FROM
OPERATING ACTIVITIES |  |  |  |  |  |  |  | 
|------------------------------------ |  |  |  |  |  |  |  | 

|Net loss |  | $(457,300) |  | $(649,421) |  |  |  | $(11,582,744)
|-------- |  | ---------- |  | ---------- |  |  |  | -------------

| | Adjustments to reconcile net loss to cash
used for operating activities: |  |  |  |  |  |  |  | 
| | ------------------------------------------------------------------------ |  |  |  |  |  |  |  | 

| | Loss on sale of land |  | --- |  | --- |  |  |  | 1,278
| | -------------------- |  | --- |  | --- |  |  |  | -----

| | Loss on disposal of fixed assets |  | --- |  | 187 |  |  |  | 187
| | -------------------------------- |  | --- |  | --- |  |  |  | ---

| | Forgiveness of debt |  | 94,565 |  | --- |  |  |  | 94,565
| | ------------------- |  | ------ |  | --- |  |  |  | ------

| | Equity loss on subsidiary |  | --- |  | 14,485 |  |  |  | 14,485
| | ------------------------- |  | --- |  | ------ |  |  |  | ------

| | Depreciation and amortization |  | 985 |  | 826 |  |  |  | 8,149
| | ----------------------------- |  | --- |  | --- |  |  |  | -----

| | Options issued for compensation |  | --- |  | 57,192 |  |  |  | 6,999,585
| | ------------------------------- |  | --- |  | ------ |  |  |  | ---------

| | Stock issued for services and
compensation |  | 67,000 |  | --- |  |  |  | 1,243,345
| | ------------------------------------------ |  | ------ |  | --- |  |  |  | ---------

| | Impairment charge |  | --- |  | --- |  |  |  | 333,540
| | ----------------- |  | --- |  | --- |  |  |  | -------

| | (Increase) decrease in prepaids |  | (17,086) |  | 5,718 |  |  |  | (106,627)
| | ------------------------------- |  | -------- |  | ----- |  |  |  | ---------

| | Non-cash beneficial conversion
expense |  | 107,111 |  | 60,000 |  |  |  | 167,111
| | -------------------------------------- |  | ------- |  | ------ |  |  |  | -------

| | Increase (decrease) in accounts
payable |  | 70,220 |  | 143,731 |  |  |  | 296,778
| | --------------------------------------- |  | ------ |  | ------- |  |  |  | -------

|Net cash used for operating activities |  | (134,505) |  | (367,282) |  |  |  | (2,530,348)
|-------------------------------------- |  | --------- |  | --------- |  |  |  | -----------

|CASH FLOWS FROM
INVESTING ACTIVITIES |  |  |  |  |  |  |  | 
|------------------------------------ |  |  |  |  |  |  |  | 

| | Purchase of land |  | --- |  | --- |  |  |  | (951,238)
| | ---------------- |  | --- |  | --- |  |  |  | ---------

| | Increase in accrued liabilities - related
party |  | --- |  | --- |  |  |  | 40,056
| | ----------------------------------------------- |  | --- |  | --- |  |  |  | ------

| | Proceeds from sale of land |  | --- |  | --- |  |  |  | 461,960
| | -------------------------- |  | --- |  | --- |  |  |  | -------

| | Purchase of office equipment |  | --- |  | (2,194) |  |  |  | (4,160)
| | ---------------------------- |  | --- |  | ------- |  |  |  | -------

| | Payments on construction in progress |  | --- |  | --- |  |  |  | (193,720)
| | ------------------------------------ |  | --- |  | --- |  |  |  | ---------

|Net cash used for investing activities |  | --- |  | (2,194) |  |  |  | (647,102)
|-------------------------------------- |  | --- |  | ------- |  |  |  | ---------

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY
(a development stage company) | 
| | -------------------------------------------------------- | 

| | CONSOLIDATED STATEMENTS OF CASH FLOWS | 
| | ------------------------------------- | 

| | For the Years Ended December 31, 2010 and 2009, and the Period from Commencement
of Development Stage (June 7, 2004) to December 31, 2010 (cont.) | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------- | 

| |  |  | 2010 |  | 2009 |  |  |  | Period from
Commence-ment of
Development
Stage (June 7,
2004) to
12/31/10
(unaudited)
| |  |  | ---- |  | ---- |  |  |  | -------------------------------------------------------------------------------------

|CASH FLOWS FROM
FINANCING ACTIVITIES |  |  |  |  |  |  |  | 
|------------------------------------ |  |  |  |  |  |  |  | 

| | Proceeds from sale of common stock for
cash |  | 50,000 |  | --- |  |  |  | 2,703,623
| | ------------------------------------------- |  | ------ |  | --- |  |  |  | ---------

| | Principal payments on related party
advances |  | --- |  | --- |  |  |  | (3,988)
| | -------------------------------------------- |  | --- |  | --- |  |  |  | -------

| | Proceeds from long-term debt, net of
deferred borrowing costs |  | --- |  | --- |  |  |  | 483,120
| | ------------------------------------------------------------- |  | --- |  | --- |  |  |  | -------

| | Proceeds from note payable - related
party |  | 11,000 |  | 60,000 |  |  |  | 71,000
| | ------------------------------------------ |  | ------ |  | ------ |  |  |  | ------

| | Proceeds from note payable - third party |  | 100,000 |  | --- |  |  |  | 100,000
| | ---------------------------------------- |  | ------- |  | --- |  |  |  | -------

| | Purchase of treasury stock |  | --- |  | --- |  |  |  | (150,000)
| | -------------------------- |  | --- |  | --- |  |  |  | ---------

| | Contributions from shareholders |  | --- |  | --- |  |  |  | 950
| | ------------------------------- |  | --- |  | --- |  |  |  | ---

|Net cash provided by financing activities |  | 161,000 |  | 60,000 |  |  |  | 3,204,705
|----------------------------------------- |  | ------- |  | ------ |  |  |  | ---------

|
|

|NET CHANGE IN CASH |  | 26,495 |  | (309,476) |  |  |  | 27,255
|------------------ |  | ------ |  | --------- |  |  |  | ------

|Cash, beginning of period |  | 4,748 |  | 314,224 |  |  |  | 3,988
|------------------------- |  | ----- |  | ------- |  |  |  | -----

|Cash, end of period |  | $31,243 |  | $4,748 |  |  |  | $31,243
|------------------- |  | ------- |  | ------ |  |  |  | -------

|
|

|Supplemental information: | 
|------------------------- | 

|Interest paid |  | $--- |  | $--- |  |  |  | 
|------------- |  | ---- |  | ---- |  |  |  | 

|Taxes paid |  | $--- |  | $--- |  |  |  | 
|---------- |  | ---- |  | ---- |  |  |  | 

|
|

|The accompanying notes are an integral part of these statements.
|----------------------------------------------------------------

| | ALL FUELS & ENERGY COMPANY | 
| | -------------------------- | 

| | (a development stage company) | 
| | ----------------------------- | 

| | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 
| | ------------------------------------------ | 

| | December 31, 2010 | 
| | ----------------- | 

|Note 1 | Summary of Significant Accounting Policies
|------ | ------------------------------------------

Organization and Business

ALL Fuels & Energy Company (the Company) was incorporated on October 5, 1994, in the state of Delaware as Cable
Group South, Inc. In November 1998, the Company changed its name to Softnet Industries, Inc., and, in June 1999, the
name was changed to ICrystal, Inc. In May 2007, the Company changed its name to ALL Fuels & Energy Company.

In June 2004, there occurred a change in control of the Company. Pursuant to an amended and restated stock purchase
agreement, Woodstock Investments, LLC purchased 602,588 shares, or 51.91%, of the then-outstanding common stock
from existing shareholders. During 2004, the Company commenced the development stage and had no operations.

In August 2004, the Company filed an amended and restated certificate of incorporation, increasing the amount of shares
authorized to 80,000,000 shares of common stock and 20,000,000 shares of preferred stock.

From 2004 through November 2006, the Company searched for a going business to acquire, without success. Due to this
lack of success, the Company’s board of directors determined that it would be in the best interests of the Company and
its shareholders for the Company to start a new business. After assessing the business opportunities available vis-a-vis
the Company’s lack of available capital, in November 2006, the board of directors determined that the Company would
become a publisher of web pages.

In January 2007, there occurred another change in control of the Company. Pursuant to a stock purchase agreement, ALL
Energy Company purchased 4,700,000, or 7,050,000 post-forward-split, shares, or 57.24%, of our outstanding common
stock from an existing shareholder.

After the January 2007 change in control, the Company’s new management determined to pursue a plan of business
whereby the Company would become a producer of ethanol and its co-products. To that end, in April 2007, the Company
consummated a plan and agreement of reorganization with ALL Energy Company. At the time of the reorganization
transaction, ALL Energy Company was a development-stage ethanol company.

Pursuant to a settlement agreement in the first quarter of 2008, the Company’s former web page publishing business was
assigned to a third party. None of the assets or operations of the Company’s former web page publishing business are
included in the accompanying financial statements.

Ethanol Plant Acquisition Activities.  During 2009 and 2010, the Company actively pursued the acquisition of several
ethanol plants.  The Company’s efforts in this regard were not successful.  However, the Company continues to pursue
the acquisition of one or more ethanol plants and, currently, has begun formal negotiations for the acquisition of an
ethanol plant.  The Company is unable to determine whether these negotiations will result in its acquisition of such
ethanol plant. The Company will be required to obtain capital from third parties, in order to consummate any such
acquisition transaction.

ALL Fuels Advisory Group.  In the last quarter of 2008, in response to the ethanol industry’s then-current state of high
stress, the Company created a new business division known as “ALL Fuels Advisory Group”. Since 2008, the ethanol
industry has experienced significant swings in operating margins, due to tumultuous economic conditions.  Ethanol Group
was created, due to the Company’s belief that there existed numerous opportunities to leverage the Company’s in-house
ethanol expertise to provide industry-best advisory services through Advisory Group.  During the first half of 2009, the
Company focused primarily on the development of Advisory Group, which produced approximately $8,092 in revenues
during 2009.  During the second half of 2009 and for all of 2010, Advisory Group did not generate any revenues, as the
Company shifted its focus to the acquisition of an operating ethanol plant.

Enzyme Opportunity.  Through 2008, the Company pursued an Enzyme Opportunity and had invested $218,855 in the
venture.  During the fourth quarter of 2008, the Company effectively ended its pursuit of this Enzyme Opportunity. Due
to there being significant uncertainty that the Company will recover its investment with respect to the Enzyme
Opportunity, the Company wrote off the remaining investment therein during 2008.  During 2009 and 2010, the Company
expended $-0- in furtherance of its enzyme development efforts.  The Company has no current intention of resuming its
enzyme development efforts.

Polymer Pipe Opportunity.  During the third quarter of 2008, the Company entered into an ethanol alliance agreement
with a private Iowa company, whereby the parties intended to form a series of entities for the purpose of engaging in
numerous businesses related to the ethanol industry.  This business relationship has been abandoned.

Basis of Presentation


The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, all of which
are wholly-owned.  All significant inter-company balances and transactions have been eliminated in consolidation.

Accounting Estimates

In the preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America, it is necessary for management to make estimates and assumptions that affect the reported 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 expense for the year ended. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.

Fixed Assets

Equipment is carried at cost.  Depreciation is computed using the straight-line method over the estimated useful lives
of the assets which is determined to be three years.

Loss per Share

Net loss per share is provided in accordance with ASC 260 Earnings per Share. Basic loss per share for each period is
computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
Diluted loss per share reflects per share amounts that would have resulted if dilutive common stock equivalents had been
converted to common stock. As of December 31, 2010, the Company had the following dilutive common stock
equivalents outstanding:



–7,100,000 shares underlying convertible promissory notes payable to related parties.



–16,000,000 shares underlying convertible promissory notes payable to third parties.

Subsequent to December 31, 2010, 50,000 shares were issued and securities convertible into 2,000,000 shares were
issued, the issuances of which would result in a change in the number of shares outstanding on the loss per share
calculation.

Income Taxes

The Company accounts for income taxes using the liability method. Deferred taxes are provided for temporary
differences between the basis of assets and liabilities for financial reporting and income tax purposes at enacted tax rates.
Deferred tax amounts represent the future tax consequences of those differences, which will be either deductible or
taxable when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to
reduce deferred tax assets to the amounts expected to be realized.

The Company is subject to tax reporting in multiple jurisdictions, and considers the requirements of each jurisdiction,
when preparing its estimates of taxes currently due or deferred. Each jurisdiction has its own oversight and enforcement
bodies, and the Company is subject to audits in each taxing jurisdiction. The Company's provision for tax obligations
represents estimates, which are subject to changes and adjustments resulting from future events. (See Note 2)

Stock Based Compensation

The Company accounts for stock based compensation in accordance with ASC 718 Share Based Payment.  This
Statement requires that transactions in which a company exchanges its equity instruments for goods or services be
accounted for using the fair-value method.

Recent Accounting Pronouncements

There were no recent accounting pronouncements that our company has not implemented that materially affect our
financial statements.

|Note 2 | Going Concern
|------ | -------------

The Company incurred losses totaling $(11,582,744) through December 31, 2010, and, at December 31, 2010, had a
working capital deficit of $573,020.  Because of these conditions, the Company will require additional working capital
to continue operations and develop its business.  The Company intends to raise additional working capital either through
private placements, public offerings and/or bank financing.

There are no assurances that the Company will be able to achieve a level of revenues adequate to generate sufficient cash
flow from operations or obtain additional financing through private placements, public offerings and/or bank financing
necessary to support the Company’s working capital requirements. To the extent that funds generated from any private
placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working
capital.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable
to the Company. If adequate working capital is not available the Company may not continue its operations or execute
its business plan.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going
concern.

|Note 3 | Reclassifications
|------ | -----------------

Certain prior year amounts have been reclassified to conform to a common classification for the current year.

|Note 4 | Management’s Plans for Liquidity
|------ | --------------------------------

During 2009 and 2010, $60,000 and $11,000, respectively, in loans from a director provided the Company with capital
to sustain its operations.  These loans made by this director are payable on demand and bear interest at 10% per annum
and are convertible, at the director’s option, into shares of the Company’s common stock at the rate of one share for every
$.01 of debt converted.  This director has indicated that he will not demand payment of these loans, until such time as
the Company has adequate funds with which to repay the loans.

In January 2010, the Company borrowed $65,000 from a third party, and in May 2010, the Company borrowed $35,000
from the same third party, through the issuance of convertible promissory notes, payable in October 2010 (which was
not extended and the balance due as of December 31, 2010, is $92,500) and February 2011, respectively, bearing interest
at 8% per annum, and convertible into a number of shares based on the market price of the Company’s common stock.
On the dates of issuance, these promissory notes were convertible into an aggregate of approximately 16,000,000 shares
of Company common stock.  In August 2010, $7,500 of a convertible promissory note was converted into 2,508,361
shares of the Company’s common stock.

The Company will require additional funds, in order to sustain its operations through the remainder of 2011.  The
Company will require substantial additional capital to purchase one or more existing ethanol production facilities or to
pursue other business opportunities.  The Company believes it will be able to secure the financing, in the form of debt,
equity or a combination thereof, necessary to complete these opportunities.  The Company does not have a current
commitment for an equity investment or a loan in any amount.

During the remainder of 2011, the Company intends to commit its available capital, if any, to its pursuit of the acquisition
of an existing ethanol production facility. The needed funding will be sought from third parties.

|Note 5 | Provision for Income Taxes
|------ | --------------------------

The Company recognizes deferred tax liabilities and benefits for the expected future tax consequences of events that have
been included in the financial statements or tax returns.

Deferred tax liabilities and benefits are recognized using enacted tax rates in effect for the year in which the differences
are expected to reverse.

Deferred tax benefits and liabilities are calculated using enacted tax rates in Canada and the U.S. in effect for the year
in which the differences are expected to reverse.

The following is a schedule of the composition of the income tax benefit:

| |  | 2010 |  | 2009 |  | 
| |  | ---- |  | ---- |  | 

|Net operating loss carryforward |  | $3,868,058 |  | $3,745,492 |  | 
|------------------------------- |  | ---------- |  | ---------- |  | 

|Timing difference related to option expense |  | --- |  | 2,126,325 |  | 
|------------------------------------------- |  | --- |  | --------- |  | 

|Valuation allowance for net deferred tax asset |  | (3,868,058) |  | (5,871,817) |  | 
|---------------------------------------------- |  | ----------- |  | ----------- |  | 

|Total income tax benefit (liability) |  | $ --- |  | $ --- |  | 
|------------------------------------ |  | ----- |  | ----- |  | 

|Net loss before taxes |  | $(457,300) |  | $(649,421) |  | 
|--------------------- |  | ---------- |  | ---------- |  | 

|Permanent difference related to beneficial conversion expense |  | 107,111 |  | 60,000 |  | 
|------------------------------------------------------------- |  | ------- |  | ------ |  | 

|Expected taxable net loss |  | (350,189) |  | (589,421) |  | 
|------------------------- |  | --------- |  | --------- |  | 

|U.S. statutory rate |  | 35% |  | 35% |  | 
|------------------- |  | --- |  | --- |  | 

|Increase in deferred tax asset - net operating loss carryforward |  | (122,566) |  | (206,297) |  | 
|---------------------------------------------------------------- |  | --------- |  | --------- |  | 

|Increase in deferred tax asset valuation account related to net
operating loss carryforward |  | 122,566 |  | 206,297 |  | 
|------------------------------------------------------------------------------------------- |  | ------- |  | ------- |  | 

|Total tax expense |  | $ 0 |  | $ 0 |  | 
|----------------- |  | --- |  | --- |  | 

|Effective tax rate |  | 0.0% |  | 0.0% |  | 
|------------------ |  | ---- |  | ---- |  | 

The net change in the valuation account relating to the net operating loss carry-forward was $122,566 and $206,297, in
the years ended December 31, 2010 and 2009, respectively. The valuation allowance has been estimated in an amount
equal to the projected future benefit of the loss carry-forward because there is no assumption that the Company will
generate sufficient income to utilize the tax benefit. The Company has incurred losses since its inception. The losses
incurred to date may be limited due to changes in control of the Company and limitations on the deductibility of fees for
services paid through the issuance of common stock. The Company has unused net operating losses available for carry-forwards of approximately $11,000,000 that will expire over the 15 years following the filing of the returns.

|Note 6 | 2007 Stock Ownership Plan
|------ | -------------------------

In October 2007, the board of directors adopted the 2007 Stock Ownership Plan (the “2007 Plan”), and authorized
2,000,000 shares. Under the 2007 Plan, the Company may make awards to employees, non-employees, directors,
consultants, and independent contractors of shares of common stock or derivative securities such as incentives and
non-qualified stock options. The 2007 Plan stipulates no terms or conditions for the awards to be granted. The value of
the stock issued to consultants is based on fair market value of the goods or services received or stock prices obtained
from published data.  During 2009 and 2010, no shares were issued under the 2007 Plan.

|Note 7 | Accounts Payable and Accrued Expenses
|------ | -------------------------------------

For the years ended December 31, 2010 and 2009, accounts payable and accrued expenses are comprised of $360,000
and $120,000 of accrued wages, respectively, and $103,459 and $178,674 of operating expenses, respectively.

|Note 8 | Forgiveness of Debt
|------ | -------------------

During the year ended December 31, 2010, the Company had debt forgiven associated with an outstanding balance due
for legal services incurred in prior years in the amount of $94,565.  This amount has been recorded in the accompanying
financial statements.

|Note 9 | Related Party Transactions
|------ | --------------------------

Director Loans

During the last half of 2009, one of the Company’s directors loaned the Company a total of $60,000 for use as working
capital.  In January 2010, the same director made an additional loan to the Company in the amount of $11,000.  All of
the loans made by this director are payable on demand and bear interest at 10% per annum and are convertible, at the
director’s option, into shares of the Company’s common stock at the rate of one share for every $.01 of debt converted.
This director has indicated that he will not demand payment of these loans, until such time as the Company has adequate
funds with which to repay the loans.

Employment Agreements

Our president, Dean E. Sukowatey, is currently employed under an employment agreement with ALL Energy Company,
our subsidiary.  Mr. Sukowatey's employment agreement has a term of seven years, ending in August 2013.  Mr.
Sukowatey's annual salary is $240,000.  In connection with his employment agreement, Mr. Sukowatey executed an
indemnity agreement, a confidentiality agreement and an agreement not to compete. We have entered into a new
employment agreement with Mr. Sukowatey, as described below.

In December 2009, the Company entered into employment agreements with two of its officers. These employment
agreements are for an initial term of three years and may renew for additional one-year periods.  While the terms of these
employment agreements commenced in December 2009, salary accruals thereunder will not begin until the Company
completes the acquisition of an ethanol plant; provided, however, that salary accruals of the Company’s president under
his prior employment agreement will continue unaffected by his new employment agreement, until such time as the
Company completes the acquisition of an ethanol plant, at which time salary accruals under his new employment
agreement will commence.  Also, upon the acquisition of an ethanol plant, the Company is to issue a total of 8,585,024
shares of its common stock as bonuses.  The Company’s board of directors has determined that these shares, if issued,
will be valued at $.012 per share, or $103,020, in the aggregate, based on the then-current market price of the Company’s
common stock.  In addition, the Company’s board of directors determined it to be in the best interest of the Company
and its shareholders that the Company reimburse these officers for their respective income tax liabilities resulting from
these issuances, if and when they occur.

Warrant Cancellation

In March 2010, one of the Company’s directors tendered for cancellation 5,520,366 warrants to purchase a like number
of shares of Company common stock.  The Company accepted such tender and cancelled all of such warrants.

In December 2009, one of the Company’s directors tendered for cancellation 5,520,366 warrants to purchase a like
number of shares of Company common stock.  The Company accepted such tender and cancelled all of such warrants.

Common Stock Bonuses

In March 2010, the Company issued 50,000 shares of its common stock as a bonus to one of its directors.  These shares
were valued at $.04 per share, or $2,000, in the aggregate.

|Note 10 | Fair Value of Financial Instruments
|------- | -----------------------------------

The fair value of accounts payable approximate their carrying amounts.

|Note 11 | Amendment of Amended and Restated Certificate of Incorporation
|------- | --------------------------------------------------------------

On November 22, 2010, the Company filed an amendment to its Amended and Restated Certificate of Incorporation,
whereby the Company’s authorized capital was increased to 700,000,000 shares of $0.01 par value common stock and
50,000,000 shares of $0.01 par value preferred stock.

|Note 12 | Prepaid Expenses
|------- | ----------------

At December 31, 2010, prepaid expenses, comprised of legal services and marketing services, were $18,807.  At
December 31, 2009, prepaid expenses, comprised entirely of insurance premiums, were $1,721.

|Note 13 | Notes Payable – Related Party
|------- | -----------------------------

During the last half of 2009, one of the Company’s directors loaned the Company a total of $60,000 for use as working
capital.  In January 2010, the same director made an additional loan to the Company in the amount of $11,000.  All of
the loans made by this director are evidenced by promissory notes, are payable on demand, bear interest at 10% per
annum and are convertible, at the director’s option, into shares of the Company’s common stock at the rate of one share
for every $.01 of debt converted.  This director has indicated that he will not demand payment of these loans, until such
time as the Company has adequate funds with which to repay the loans.

|Note 14 | Notes Payable - Third Party
|------- | ---------------------------

In January 2010, the Company borrowed $65,000 from a third party, and in May 2010, the Company borrowed $35,000
from the same third party, through the issuance of convertible promissory notes, payable in October 2010 (which was
not extended and the balance due as of December 31, 2010, is $92,500, less a debt discount related to the conversion
feature of $3,889 which will be amortized in 2011) and February 2011, respectively, bearing interest at 8% per annum,
and convertible into a number of shares based on the market price of the Company’s common stock.  On the dates of
issuance, these promissory notes were convertible into an aggregate of approximately 16,000,000 shares of Company
common stock.  In August 2010, $7,500 of a convertible promissory note was converted into 2,508,361 shares of the
Company’s common stock.

|Note 15 | Non-cash Investing and Financing
|------- | --------------------------------

For the year ended December 31, 2010, the Company reduced a note payable in exchange for shares of stock in the
amount of $7,500.

|Note 16 | Capital Stock
|------- | -------------

Common Stock for Services

During 2010, the Company issued 4,500,000 shares of common stock in payment of $45,000 in legal services and
2,000,000 shares of common stock in payment of $20,000 in consulting services.  During 2009, the Company issued no
shares of its common stock for services.

Common Stock for Bonuses

During 2010, the Company issued 50,000 shares of its common stock as a bonus to one of its directors.  These shares
were valued at $.04 per share, or $2,000, in the aggregate.

Cancellation of Stock

In June 2009, a total of 1,000,000 shares of Company common stock were cancelled; such shares were tendered for
cancellation by two third-party consultants.

|Note 17 | Warrants
|------- | --------

In December 2007, the Company issued a total of 11,040,732 common stock purchase warrants to purchase a like number
of shares our common stock, at an exercise price of $.55 per share. All of these warrants were currently exercisable and
expired in 2017. These warrants were issued to two third parties (who subsequently became directors of the Company),
in consideration of their invaluable consulting services in assisting the Company in accomplishing its business objectives.
The issuance of these warrants resulted in a compensation expense of $6,075,213.

In December 2009, one of the Company’s directors tendered for cancellation 5,520,366 of these warrants.  The Company
accepted such tender and cancelled all of such warrants.  In March 2010, a former director tendered for cancellation the
remaining 5,520,366 of these warrants.  The Company also accepted such tender and cancelled all of such warrants.

|Note 18 | Subsequent Events
|------- | -----------------

Third Party Loan

In April 2011, the Company borrowed $20,000 from a third party, through the issuance of a convertible promissory note,
payable on demand, bearing interest at 10% per annum, and convertible, at the third party’s option, into shares of the
Company’s common stock at the rate of one share for every $.01 of debt converted.  On the date of issuance, this
promissory note was convertible into 2,000,000 shares of Company common stock.

Common Stock for Services

In February 2011, the Company issued 50,000 shares of common stock in payment of $500 in consulting services.

Date Through Which Subsequent Events Evaluated

The date to which events occurring after December 31, 2010, the date of the most recent balance sheet, have been
evaluated for possible adjustment to the financial statements or disclosure is April 15, 2010, which is the date on which
the financial statements were available to be issued.