–           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.

             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

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.

             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

(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

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

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.

     *       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.

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

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:

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