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EX-32.1 - EX-32.1 - All Energy Corpv223802_ex32-1.htm
EX-31.1 - EX-31.1 - All Energy Corpv223802_ex31-1.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Form 10-Q
(Mark one)
[ X ]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2011
OR
[ ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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)
 
(I.R.S. Employer
Identification Number)
 
 
 
6165 N.W. 86th Street, Johnston, Iowa 50131
 
 
(Address of principal executive offices, including zip code)
 
 
(515) 331-6509
 
 
(Issuer’s telephone number, including area code)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant 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 [ ] (Do not check if a smaller reporting company)
 
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 ]
As of May 12, 2011, there were 64,732,747 shares of the issuer’s common stock outstanding.


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
 
Page
ALL Fuels & Energy Company
Consolidated Balance Sheets as of March 31, 2011 (unaudited), and December 31, 2010
3
Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and 2010 (unaudited), and the Period from Commencement of Development Stage (June 7, 2004) to March 31, 2011 (unaudited)
4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 (unaudited) and 2010 (unaudited), and the Period from Commencement of Development Stage (June 7, 2004) to March 31, 2011 (unaudited)
5
Notes to Consolidated Financial Statements
7


 
ALL FUELS & ENERGY COMPANY
 
 
(a development stage company)
 
 
CONSOLIDATED BALANCE SHEETS
 
 
March 31, 2011, and December 31, 2010
 
 
3/31/11
(unaudited)
 

12/31/10
ASSETS
Current assets
 
Cash and cash equivalents
$21,879
 
$31,243
 
Prepaid expenses
---
 
18,807
 
Total current assets
21,879
 
50,050
Property and equipment - at cost
 
Equipment
3,333
 
3,333
 
Less accumulated depreciation
(2,439)
 
(2,223)
 
Total property and equipment - net
894
 
1,110
 
Total assets
$22,773
 
$51,160
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
 
Accounts payable and accrued expenses
$541,231
 
$463,459
 
Notes payable - related party
71,000
 
88,611
 
Notes payable - third party
92,500
 
71,000
 
Total current liabilities
704,731
 
623,070
Stockholders’ equity
 
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, 64,732,747 and 64,682,747 shares issued in 2011 and 2010, respectively; and 57,682,747 and 57,632,747 shares outstanding in 2011 and 2010, respectively
647,329
 
646,829
 
Additional paid-in capital
16,275,180
 
16,275,180
 
Treasury stock, at cost; 7,050,000 and 7,050,000 shares
(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
(10,980,523)
 
(10,869,975)
 
Total stockholders’ equity (deficit)
(681,958)
 
(571,910)
 
Total liabilities and stockholders’ equity
$22,773
 
$51,160
The accompanying notes are an integral part of these statements.


 
ALL FUELS & ENERGY COMPANY
 
 
(a development stage company)
 
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
For the Three Months Ended March 31, 2011 and 2010, and the Period from Commencement of Development Stage (June 7, 2004) to March 31, 2011
 
 
Three Months Ended March 31,
 
 
 
 






2011
(unaudited)
 






2010
(unaudited)
 
Period from
Commence-ment of Development
Stage (June 7,
2004) to 3/31/11
(unaudited)
 
 
 
 
Revenues
$---
 
$---
 
$8,092
 
 
 
 
Operating Costs and Expenses
 
 
 
 
 
 
 
 
 
 
Consulting
4,214
 
875
 
7,761,095
 
 
 
 
 
Legal and professional
15,090
 
28,508
 
1,289,601
 
 
 
 
 
Impairment charge
---
 
---
 
333,540
 
 
 
 
 
Depreciation and amortization
216
 
274
 
8,365
 
 
 
 
 
General and administrative
83,570
 
86,660
 
2,039,305
 
 
 
 
 
Total operating expenses
103,090
 
116,317
 
11,431,906
 
 
 
 
Other income (expense)
 
 
 
 
 
 
 
 
 
 
Beneficial conversion exercise
(3,889)
 
(76,000)
 
(171,000)
 
 
 
 
 
Interest expense
(3,575)
 
(2,623)
 
(76,039)
 
 
 
 
 
Interest income
6
 
8
 
51,364
 
 
 
 
 
Rental income
---
 
---
 
66,250
 
 
 
 
 
Loss on sale of land
---
 
---
 
(1,278)
 
 
 
 
 
Forgiveness of debt
---
 
---
 
94,565
 
 
 
 
 
Equity loss in subsidiary
---
 
---
 
(233,340)
 
 
 
 
 
Total other income (expense)
(7,458)
 
(78,615)
 
(269,478)
 
 
 
 
Net loss
$(110,548)
 
$(194,932)
 
$(11,693,292)
 
 
 
 
Income (loss) per share
$(0.00)
 
$(0.00)
 
 
 
 
 
 
Weighted average number of shares outstanding (basic)
64,716,080
 
51,891,608
 
 
 
 
 
 
Weighted average number of shares outstanding (diluted)
76,386,438
 
66,654,941
 
 
 
 
 
 
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 Three Months Ended March 31, 2011 and 2010, and the Period from Commencement of Development Stage (June 7, 2004) to March 31, 2011
 
 
Three Months Ended March 31,
 
 




2011
(unaudited)
 




2010
(unaudited)
 
Period from
Commencement of Development
Stage (June 7,
2004) to 3/31/11
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
 
Net loss
$(110,548)
 
$(194,932)
 
$(11,693,292)
 
Adjustments to reconcile net loss to cash used for
operating activities:
 
 
 
 
 
 
Loss on sale of land
---
 
---
 
1,278
 
Loss on disposition of fixed assets
---
 
---
 
187
 
Depreciation and amortization
216
 
274
 
8,365
 
Forgiveness of debt
---
 
---
 
94,565
 
Equity loss on subsidiary
---
 
---
 
14,485
 
Non-cash beneficial conversion expense
3,889
 
76,000
 
171,000
 
Options issued for compensation
---
 
---
 
6,999,585
 
Stock issued for services and compensation
500
 
22,000
 
1,243,845
 
Impairment charge
---
 
---
 
333,540
 
Decrease (increase) in prepaids
18,807
 
(8,952)
 
(87,820)
 
Increase in accounts payable
77,772
 
55,724
 
374,550
Net cash used for operating activities
(9,364)
 
(49,886)
 
(2,539,712)
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
---
 
---
 
(4,160)
 
Payments on construction-in-progress
---
 
---
 
(193,720)
Net cash used for investing activities
---
 
---
 
(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 Three Months Ended March 31, 2011 and 2010, and the Period from Commencement of Development Stage (June 7, 2004) to March 31, 2011
 
 
Three Months Ended March 31,
 
 




2011
(unaudited)
 




2010
(unaudited)
 
Period from
Commencement of Development
Stage (June 7,
2004) to 3/31/11
(unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
 
 
Proceeds from sale of common stock for cash
---
 
---
 
2,703,623
 
Principal payments on related party advances
---
 
---
 
(3,988)
 
Proceeds from notes payable - third party
---
 
65,000
 
100,000
 
Proceeds from notes payable - related party
---
 
11,000
 
71,000
 
Proceeds from long-term debt, net of deferred borrowing costs
---
 
---
 
483,120
 
Purchase of treasury stock
---
 
---
 
(150,000)
 
Contributions from shareholders
---
 
---
 
950
Net cash provided by financing activities
---
 
76,000
 
3,204,705
 
NET CHANGE IN CASH
(9,364)
 
26,114
 
17,891
Cash, beginning of period
31,243
 
4,748
 
3,988
Cash, end of period
$21,879
 
$30,862
 
$21,879
 
The accompanying notes are an integral part of these statements.


 
ALL FUELS & ENERGY COMPANY
 
 
(a development stage company)
 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
March 31, 2011
(unaudited)
 

Note 1. Summary of Significant Accounting Policies


Basis of Presentation


The accompanying unaudited interim financial statements of ALL Fuels & Energy Company (the “Company”) have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America, pursuant to the Securities and Exchange Commission rules and regulations. In management’s opinion all adjustments necessary for a fair presentation of the results for interim periods have been reflected in the interim financial statements. The results of operations for any interim period are not necessarily indicative of the results for a full year. All adjustments to the financial statements are of a normal recurring nature.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Such disclosures are those that would substantially duplicate information contained in the most recent audited financial statements of the Company, such as significant accounting policies and stock options. Management presumes that users of the interim statements have read or have access to the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.


Note 2. Going Concern

 

The Company has incurred losses totaling $11,693,292 through March 31, 2011, and had a working capital deficit of $682,852 at March 31, 2011. 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. Management’s Plans for Liquidity

Since the third quarter of 2009, $71,000 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 4. Business of the Company

Ethanol Plant Acquisition Activities. Since 2009, the Company has actively pursued the acquisition of several ethanol plants. The Company’s efforts in this regard have not yet been 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.

Note 5. Prepaid Expenses

At March 31, 2011, the Company had $-0- in prepaid expenses. At December 31, 2010, the Company had prepaid expenses of $18,807, which represented prepaid insurance and prepaid legal costs.

Note 6. 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 7. 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 March 31, 2011, is $92,500, less a debt discount related to the conversion feature of $3,889 which will be amortized in 2011) and February 2011 (which was not extended and the balance due as of March 31, 2011, is $35,000), 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 8. Capital Stock

Common Stock for Director Bonus

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.

Common Stock for Services

During the first three months of 2011, the Company issued 50,000 shares of common stock in payment of $500 in consulting services.

During the first three months of 2010, the Company issued 2,000,000 shares of common stock in payment of $20,000 in legal services.

Warrant Cancellation

In March 2010, a former Company director 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.

Note 9. Subsequent Events

Related Party Loan

In April 2011, one of the Company’s directors loaned the Company $5,000 for use as working capital. The loan made by this director is evidenced by a promissory note, is payable on demand, bears interest at 10% per annum and is 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.

Third Party Loans

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.

Also in April 2011, the Company borrowed $5,000 from a third party for use as working capital, 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, these promissory notes were convertible into a total of 1,000,000 shares of Company common stock.

Item 2. 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 - First Quarter 2011 vs. First Quarter 2010
Revenues. During the First Quarter 2011 and the First Quarter 2010, we generated no revenues. Unless and until we are successful in acquiring an existing ethanol plant, we do not expect that our operations will generate revenues. Currently, we are seeking the acquisition of one or more ethanol plants. We cannot predict whether we will be successful in these efforts.
Expenses. Our cash outlays for operating expenses during the First Quarter 2011 were $9,364, down from $49,886 for the First Quarter 2010. Our non-cash operating expenses, which include stock issued for services, totaled $500 and $22,000 for the First Quarter 2011 and the First Quarter 2010, respectively.
We continue to drastically reduce our monthly operating expenses, such that they are, including salary and professional fees, currently approximately $10,000. The level of such operating expenses are expected to remain at such levels for the foreseeable future, unless we are able complete the acquisition of an existing ethanol production facility, of which there is no assurance. Should our Ethanol Group continue to generate business opportunities, or should we be successful in acquiring an ethanol plant or becoming the operator of an ethanol plant, our operating expenses will significantly increase, although we are unable to predict the amount of such increase.
Financial Condition
At March 31, 2011, we had $21,879 in cash and a working capital deficit of $682,852. At December 31, 2010, our cash position was $31,243 and our working capital deficit was $573,020. Our current cash position is adequate to sustain our current level of operations for approximately four months, unless we are able to obtain operating capital. In addition, as discussed below, we will be required to obtain additional capital to pursue current business opportunities and otherwise to pursue our complete plan of business.
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.
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 March 31, 2011, is $92,500, less a debt discount related to the conversion feature of $3,889 which will be amortized in 2011) and February 2011 (which was not extended and the balance due as of March 31, 2011, is $35,000), 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.
In April 2011, one of the Company’s directors loaned the Company $5,000 for use as working capital. The loan made by this director is evidenced by a promissory note, is payable on demand, bears interest at 10% per annum and is 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 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.
Also in April 2011, the Company borrowed $5,000 from a third party for use as working capital, 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, these promissory notes were convertible into a total of 1,000,000 shares of Company common stock.
Management’s Plans Relating to Future Liquidity
We currently possess approximately $10,000 in cash. However, we will require additional capital to maximize the potential for strategic acquisitions. We may never obtain capital for this purpose. Should we locate an existing ethanol production facility 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 the First Quarter 2011 and the First Quarter 2010, we made no capital expenditures. We cannot predict the amount of any future capital expenditures, if any.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Our Chief Executive Officer/Acting Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 has concluded that, as of the end of the fiscal quarter covered by this report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to management, including the Chief Executive Officer/Acting Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosures.
There was no change in our internal control over financial reporting during the quarter ended March 31, 2011, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently involved in any legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
All unregistered sales of equity securities occurring during the first three months of 2011 have been reported previously.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to our shareholders, during the three months ended March 31, 2010.
Item 5. Other Information.
None.
Item 6. Exhibits.
 
Exhibit No.
 
Description
 
31.1 *
 
Certification of Chief Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1 *
 
Certification of Chief Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
* filed herewith.
 
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
Date: May 22, 2011.
ALL FUELS & ENERGY COMPANY
 
 
By:
/s/ DEAN E. SUKOWATEY
 
 
Dean E. Sukowatey, President and Acting Chief Financial Officer