All Energy Corp - FORM 10-Q/A

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EX-31.1 - All Energy Corp	all10qaex311093011.htm
EX-32.1 - All Energy Corp	all10qaex321093011.htm
EXCEL - IDEA: XBRL DOCUMENT - All Energy Corp	Financial_Report.xls

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
Form 10-Q/A Amendment #1
(Mark one)
[ X ]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2011
OR
[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 0-29417

		All Energy Corporation (f/k/a 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 [ ] No [ X ]
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 November 16, 2011, there were 87,894,654 shares of the issuer’s common stock outstanding.

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-Q/A to amend and restate in their entirety the following items of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, as originally filed with the Securities and Exchange Commission on November 21, 2011 (the “Original Form 10-Q”): (i) Item 1 of Part I, “Financial Information”; (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (iii) Item 4T of Part I, “Controls and Procedures”; and (iv) Item 6 of Part II, “Exhibits”.

We have also updated the signature page, the certifications of our Chief Executive Officer and Acting Chief Financial Officer in Exhibits 31.1 and 32.1, as well as our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101.

No other sections of the Original Form 10-Q were affected, but, for the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, the Original Form 10-Q. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way, other than as required to reflect the restatement described below.

This amendment to the Quarterly Report on Form 10-Q of All Energy Corporation for the quarter ended September 30, 2011, filed on November 21, 2011, is being filed for the purpose of correcting the accounting related to the Convertible Promissory Notes and Series A and Series B Warrants that are discussed in Note 10 of the accompanying financial statements. In the Original Form 10-Q, we recorded $171,060 of convertible debt/warrant expense in the consolidated statement of operations, $391,760 of additional paid in capital and a discount against the convertible promissory note of $220,700. This amendment corrects the accounting to record $220,700 of additional paid in capital, with a debt discount being recorded for $220,700 which is comprised of $201,832 for the relative fair value of the warrants to the proceeds received and $18,868 related to the beneficial conversion feature of the convertible promissory notes. The effect of this change is as follows. There is an increase in notes payable – third parties of $13,794 related to the increase of the amortization of the debt discount. There is a decrease in additional paid in capital of $171,060 related to the calculation of the fair value of the warrants. There is a decrease in the net loss from $526,106 as previously reported to $368,840 which is made up of the removal of the $171,060 of convertible debt/warrant expense and an increase in the amortization of the debt discount of $13,794.

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
	Page
All Energy Corporation
Consolidated Balance Sheets as of September 30, 2011 (unaudited), and December 31, 2010 (audited)	3
Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2011 (unaudited) and 2010 (unaudited), and the Period from Commencement of Development Stage (June 7, 2004) to September 30, 2011 (unaudited)	4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2011 (unaudited) and 2010 (unaudited), and the Period from Commencement of Development Stage (June 7, 2004) to September 30, 2011 (unaudited)	5
Notes to Consolidated Financial Statements	7

ALL ENERGY CORPORATION

(a development stage company)

CONSOLIDATED BALANCE SHEETS

September 30, 2011, and December 31, 2010

	9/30/11 (unaudited)			12/31/10
ASSETS
Current assets
Cash and cash equivalents	$	25,740		$	31,243
Prepaid expenses		---			18,807
Total current assets		25,740			50,050
Property and equipment - at cost
Oil and gas properties		6,650			---
Equipment		3,333			3,333
Less accumulated depreciation		(2,806	)		(2,223	)
Total property and equipment - net		7,177			1,110
Other assets
Investment in Treaty Belize Energy, Ltd.		100,000			---
Total other assets		100,000			---
Total assets	$	132,917		$	51,160
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	54,018		$	74,469
Accrued expenses - related party		577,055			388,990
Notes payable - related party		53,000			88,611
Notes payable - third parties
Principal amount		350,700			71,000
Less amortized discount		(206,905	)		---
Total notes payable - third parties less unamortized discount		143,795			71,000
Total current liabilities		827,868			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, 91,009,800 and 64,682,747 shares issued in 2011 and 2010, respectively, and 83,959,800 and 57,632,747 shares outstanding in 2011 and 2010, respectively		910,098			646,829
Additional paid-in capital		16,257,710			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		(11,238,815	)		(10,869,975	)
Total stockholders’ equity (deficit)		(694,951	)		(571,910	)
Total liabilities and stockholders’ equity	$	132,917		$	51,160
The accompanying notes are an integral part of these statements.

ALL ENERGY CORPORATION

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months and Nine Months Ended September 30, 2011 and 2010, and the Period from

Commencement of Development Stage (June 7, 2004) to September 30, 2011

	Three Months Ended 9/30						Nine Months Ended 9/30
	2011 (unaudited)			2010 (unaudited)			2011 (unaudited)			2010 (unaudited)			Period from Commence- ment of Development Stage (June 7, 2004) to 9/30/11 (unaudited)
Revenues	$	---		$	---		$	---		$	---		$	8,092
Operating Costs and Expenses
Consulting		4,851			17,249			9,823			30,811			7,766,704
Legal and professional		15,122			10,423			30,212			56,015			1,304,723
Impairment charge		---			---			---			---			333,540
Depreciation and amortization		184			238			583			747			8,732
General and administrative		75,429			76,729			237,355			242,930			2,193,090
Total operating expenses		95,586			104,639			277,973			330,503			11,606,789
Other income (expense)
Beneficial conversion expense		---			---			(3,889	)		(221,172	)		(170,000	)
Interest expense		(55,519	)		(3,709	)		(59,467	)		(9,874	)		(131,931	)
Interest income		6			5			14			22			51,372
Rental income		---			---			---			---			66,250
Loss on sale of land		---			---			---			---			(1,278	)
Loss in investment		(25,000	)		---			(25,000	)		---			(25,000	)
Equity loss in subsidiary		---			---			---			---			(233,340	)
Debt discount amortization		(13,794	)		---			(13,794	)		---			(13,794	)
Debt forgiveness income		11,269			94,566			11,269			94,566			105,834
Total other income (expense)		(83,038	)		90,862			(90,867	)		(136,458	)		(352,887	)
Net loss	$	(178,624	)	$	(13,777	)	$	(368,840	)	$	(466,961	)	$	(11,951,584	)
Income (loss) per share:
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding:
Basic		52,674,386			52,674,386			76,386,438			52,286,607
Diluted		67,718,828			67,718,828			90,289,216			70,842,544

The accompanying notes are an integral part of these statements.

ALL ENERGY CORPORATION

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2011 and 2010, and the Period from

Commencement of Development Stage (June 7, 2004) to September 30, 2011

	Nine Months Ended September 30,
	2011 (unaudited)			2010 (unaudited)			Period from Commencement of Development Stage (June 7, 2004) to 9/30/11 (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(368,840	)	$	(466,961	)	$	(11,951,584	)
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
Forgiveness of debt		11,269			94,566			105,834
Equity loss in subsidiary		---			---			14,485
Depreciation and amortization		583			747			8,732
Non-cash beneficial conversion feature		3,889			221,172			171,000
Debt amortization discount		13,794			---			13,794
Options issued for compensation		---			---			6,999,585
Loss on investments		25,000			---			25,000
Stock issued for services and compensation		1,300			42,000			1,244,645
Impairment charge		---			---			333,540
Increase (decrease) in prepaids		18,807			(11,370	)		(87,820	)
Increase in accounts payable		170,145			14,382			466,923
Net cash used for operating activities		(124,053	)		(105,464	)		(2,654,401	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of land		---			---			(951,238	)
Investment in Treaty Belize Energy LTD		(125,000	)		---			(125,000	)
Investment in oil and gas property		(6,650	)		---			(6,650	)
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 in investing activities		(131,650	)		---			(778,752	)

The accompanying notes are an integral part of these statements.

ALL ENERGY CORPORATION

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.)

For the Nine Months Ended September 30, 2011 and 2010, and the Period from

Commencement of Development Stage (June 7, 2004) to September 30, 2011

	Nine Months Ended September 30,
	2011 (unaudited)			2010 (unaudited)		Period from Commencement of Development Stage (June 7, 2004) to 9/30/11 (unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock for cash		---			---		2,703,623
Principal payments on notes payable - related party		(25,000	)		---		(28,988	)
Proceeds from notes payable - third party		268,200			100,000		368,200
Proceeds from notes payable - related party		7,000			11,000		78,000
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		250,200			111,000		3,454,905

NET CHANGE IN CASH		(5,503	)		5,536		21,752
Cash, beginning of period		31,243			4,748		3,988
Cash, end of period	$	25,740		$	10,284	$	25,740
The accompanying notes are an integral part of these statements.

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements of All Energy Corporation (f/k/a 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 $11,951,584 through September 30, 2011, and had a working capital deficit of $802,128 at September 30, 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

From the third quarter of 2009 through July 2011, the Company obtained a total of $76,000 in loans from its directors, which provided the Company with a portion of the capital needed to sustain its operations. In April 2011, the Company obtained a total of $25,000 in loans from third parties, which provided the Company with a portion of the capital needed to sustain its operations. Until August 2011, all of these loans were payable on demand, bore interest at 10% per annum and were convertible, at the lenders’ option, into shares of the Company’s common stock at the rate of one share for every $.01 of debt converted. In August 2011, each of these loans were revised and extended to September 2012. See Note 11. Significant Transaction.

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. The first of these convertible promissory notes has been partially converted as follows: (i) in August 2010, $7,500 was converted into 2,508,361 shares of the Company’s common stock; (ii) in January 2011, $6,000 was converted into 3,000,000 shares of the Company’s common stock; and (iii) in July 2011, $4,000 was converted into 3,076,923 shares of the Company’s common stock.

In August 2011, the Company obtained $220,700 through the issuance of convertible promissory notes, the proceeds from which are expected to be sufficient to sustain the Company’s current level of operations through the first quarter of 2012. See Note 11. Significant Transaction.

The Company intends to commit its available capital to the exploration, development, acquisition and production of crude oil and natural gas. See Note 12. Oil and Gas Investments.

Note 4. Business of the Company

Until August 2011, the Company actively pursued the acquisition of one or more ethanol plants. As of August 2011, the Company’s efforts in this regard had not been successful. In August 2011, the Company changed its business to the exploration, development, acquisition and production of crude oil and natural gas within the United States. See Note 12. Oil and Gas Investments.

It is expected that the Company will be required to obtain capital from third parties, in order to consummate any significant acquisition transaction.

Note 5. Prepaid Expenses

At September 30, 2011, the Company had no prepaid expenses. At September 30, 2010, the Company had prepaid expenses of $13,091, which represented prepaid insurance.

Note 6. Non-cash Investing and Financing Activities

At September 30, 2011, the Company had the following non-cash investing and financing activities:

–

Note payable in the amount of $10,000 in exchange for common stock.

–

Reduction of accounts payable - related party in exchange for stock in the amount of $13,800.

Note 7. Notes Payable - Related Parties

From the third quarter of 2009 through July 2011, the Company obtained $71,000 in loans from one of its directors, the proceeds from which provided the Company with a portion of the capital needed to sustain its operations. On the dates of issuance, these promissory notes were convertible into a total of 7,100,000 shares of Company common stock. Until August 2011, these loans were payable on demand, bore interest at 10% per annum and were 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. In August 2011, each of these loans was revised and extended to September 2012. See Note 11. Significant Transaction.

In April 2011, another Company director loaned $5,000 to the Company. On the date of issuance, these promissory notes were convertible into a total of 500,000 shares of Company common stock. Until August 2011, this loan was payable on demand, bore interest at 10% per annum and were 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. In August 2011, this loan was revised and extended to September 2012. See Note 11. Significant Transaction.

Note 8. Notes Payable - Third Parties

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. In August 2011, this loan was revised and extended to September 2012. See Note 11. Significant Transaction.

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. In August 2011, this loan was revised and extended to September 2012. See Note 11. Significant Transaction.

Further, in August 2011, the Company issued convertible promissory notes with an aggregate principal amount of $220,700. These convertible promissory notes mature on September 1, 2013, accrue interest at 8% per annum and are payable at maturity, unless converted by the holder into shares of Company common stock at a conversion rate $0.00069 per share ($0.0345 per share post-reverse split (see Note 10. Convertible Promissory Notes and Warrants and Note 11. Significant Transaction)).

Note 9. Capital Stock

Common Stock for Bonus

During the first nine months of 2011, the Company did not issue any shares as a 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 nine months of 2011, the Company issued 50,000 shares of common stock in payment of $500 in consulting services.

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

Common Stock for Debt Extensions

During the first nine months of 2011, the Company issued 200,000 shares of common stock in consideration of the extension of the maturity dates on convertible promissory notes, with an aggregate principal balance of $103,000, from payable on demand to payable on September 1, 2012.

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 10. Convertible Promissory Notes and Warrants

In August 2011, the Company issued convertible promissory notes with an aggregate principal balance of $220,700 as discussed in Note 9. In conjunction with these notes, the Company issued a total of 100,000,000 common stock purchase warrants to purchase a like number of shares of common stock, at an exercise price of $.005 per share, and 100,000,000 common stock purchase warrants to purchase a like number of shares of common stock at an exercise price of $.0075. All of these warrants are currently exercisable and expire in 2015. These warrants were issued to five third parties, in consideration for their notes payable.

Accordingly, we calculated the fair value of the warrants using the Black-Scholes option pricing model. The calculation of the fair value of these warrants resulted in the net cash proceeds of the debt being less than the fair value of the warrants. As a result, the warrants were then recorded in the amount of $220,700 to additional paid in capital, a debt discount was recorded of $220,700. The debt discount will be recognized over the life of the loan.

In addition, it is possible that, in future periods, the Company will incur charges against earnings as a result of the issuance of these warrants. The timing or amount of any such future charges cannot be predicted.

Note 11. Significant Transaction

Partial Conversion of Convertible Promissory Note

In January 2010, the Company borrowed $65,000 from a third party through the issuance of a convertible promissory note, convertible into a number of shares based on the market price of the Company’s common stock. In Ja nuary 2011, $6,000 of the principal amount of such convertible note was converted into 3,000,000 shares of the Company’s common stock. In July 2011, $4,000 of the principal amount of such convertible promissory note was converted into a total of 3,076,923 shares of the Company’s common stock. Following such conversion transactions, the remaining principal balance under such convertible promissory note was $47,500. On August 15, 2011, the Company entered into an assignment agreement with this third party where they would assign their debt to five third party note holders in the amount of $90,000 for the unpaid principal and interest owed to them. In connection with this assignment the Company had debt forgiveness income in the amount of $11,269 which has been reflected in the accompanying financial statements.

Change in Control

In August 2011, the Company and certain of its affiliates entered into and completed a series of transactions (collectively, the “Transaction”).

Pursuant to the Transaction, one of the Company’s officers and directors obtained control of the Company. However, management of the Company did not change in connection with the Transaction.

Change of Business Plan

In connection with the Transaction and because the Company had been unable to acquire an ethanol plant, the Company’s management has changed the Company's plan of business from the acquisition of an ethanol plant to the exploration, development, acquisition and production of crude oil and natural gas within the United States.

Reverse Split

On August 12, 2011, the board of directors of the Company authorized a 50-to-1 reverse split of the Company’s outstanding common stock. At a special shareholders’ meeting held, the reverse split was approved. The effective date of this reverse split is expected to be in November 2011. The Company’s financial statements for future periods will reflect this reverse split.

Financing Transaction and Issuance of Securities

As part of the Transaction, the Company issued:

–

Convertible promissory notes with an aggregate principal amount of $220,700. These convertible promissory notes mature on September 1, 2013, accrue interest at 8% per annum and are payable at maturity, unless converted by the holder into shares of Company common stock at a conversion rate $0.00069 per share ($0.0345 per share post-reverse split);

–

Series A Warrants that provide the holders the right to purchase up to a total of 100,000,000 shares (2,000,000 shares post-reverse split) of Company common stock at an exercise price of $0.005 per share ($0.25 per share post-reverse split); and

–

Series B Warrants that provide the holders the right to purchase up to a total of 100,000,000 (2,000,000 shares post-reverse split) shares of Company common stock at an exercise price of $0.0075 per share ($0.375 per share post-reverse split).

The Series A Warrants and Series B Warrants expire on August 15, 2015. The convertible promissory notes, the Series A Warrants and the Series B Warrants contain standard adjustment provisions for stock splits, distributions, reorganizations, mergers and consolidations.

Additionally, the Transaction triggered an adjustment to the conversion price in the Company’s previously outstanding convertible promissory notes [original principal amounts of $65,000 ($47,500 current principal amount) and $35,000] from a variable conversion price to a fixed conversion price of $0.00069 per share ($0.0345 per share post-reverse split). In connection with the Transaction, these previously outstanding convertible promissory notes were assigned to new third party investors.

Extensions of Promissory Notes

In connection with the Transaction, the Company issued a total of 200,000 shares (post-reverse split) of Company common stock (100,000 shares to directors and 100,000 shares to third parties), in consideration of the extension of the maturity dates on convertible promissory notes with an aggregate principal amount of $103,000 from payable on demand to payable on September 1, 2012.

Debt Conversion Agreement

Prior to the Transaction, the Company owed its sole officer a total of $535,650 in accrued and unpaid salary. In connection with the Transaction, the Company and its officer entered into a debt conversion agreement with respect to $534,650 of such accrued and unpaid salary. Pursuant to the debt conversion agreement, the Company’s officer agreed to convert the $534,650 in accrued and unpaid salary into shares of Company common stock at a conversion price of $0.00069 per share ($0.0345 per share post-reverse split), upon the Company effecting the 50-to-1 reverse split. The debt conversion agreement has been amended once, pursuant to which amendment the Company’s officer had the right to convert $13,800 of the accrued and unpaid salary amount into a total of 20,000,000 shares (pre-reverse split) of Company common stock. The Company’s officer did so convert $13,800 of the accrued and unpaid salary amount into 20,000,000 shares, leaving $521,850 in accrued and unpaid salary subject to the debt conversion agreement.

Lock-up Agreement

In connection with the debt conversion agreement, the Company and its officer entered into a lock-up agreement with respect to the shares that have been and are to be issued to the officer under the debt conversion agreement. The lock-up period is for nine months from the date or dates of issuance.

Amended and Restated Employment Agreement

In connection with the Transaction, the Company and its officer entered into an amended and restated employment agreement. Pursuant to this amended and restated employment Agreement, the Company is to pay its officer up to $240,000 per year as follows: beginning at $12,500 per month for 4 months; $15,000 per month from month 5 until the Company closes on a debt or equity financing of at least $1,000,000; and $20,000 per month thereafter. This officer’s compensation is no longer connected to the acquisition of an ethanol plant. The initial term of this amended and restated employment agreement expires in August 2014.

Assignment Agreement

In connection with the Company’s and its officer’s executing the amended and restated employment agreement, the Company and its officer also entered into an assignment agreement. Pursuant to this assignment agreement, the Company’s officer agreed to forgive $1,000 of his accrued and unpaid salary in exchange for the Company’s assigning the name “ALL Fuels & Energy Company” to him. This assignment is to become effective at such time as the Company changes its corporate name.

Note 12. Oil and Gas Investments

The Company has purchased 4% of the outstanding shares in Treaty Belize Energy, LTD, a Belize corporation that is seeking to development an oil and gas property located in Belize, for a cash investment of $125,000. The Company recognized a loss on the investment for the quarter in the amount of $25,000 related to options paid during the acquisition.

Also, the Company has entered into a participation agreement with respect to an oil and gas property located in Louisiana, pursuant to which the Company holds a 5% in such property and has made payments totaling $6,650.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Recent Transactions

Change in Control. In August 2011, our company and certain of our affiliates entered into and completed a series of transactions (collectively, the “Transaction”).

Pursuant to the Transaction, one of our officers and directors obtained control of our company. However, our management did not change in connection with the Transaction.

Change of Business Plan. In connection with the Transaction and because we had been unable to acquire an ethanol plant, our management has changed our plan of business from the acquisition of an ethanol plant to the exploration, development, acquisition and production of crude oil and natural gas within the United States.

Reverse Split. On August 12, 2011, our board of directors authorized a 50-to-1 reverse split of our outstanding common stock. We have filed a preliminary proxy statement with the SEC with respect the reverse split and other matters. Only after a final proxy statement has been filed with the SEC and delivered to our shareholders of record on August 19, 2011, the special shareholders’ meeting held and the reverse split approved and the necessary stated filings made will the reverse split become effective. The effective date of this reverse split is expected to be in October 2011. Our financial statements for future periods will reflect this reverse split.

Financing Transactions and Issuances of Securities. In connection with the Transaction, we entered into a series of financing-related agreements and issued securities thereunder. Please see the information under “Financial Condition” for a more complete description of these agreements and securities issuances.

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 Nine Months 2011 vs. First Nine Months 2010

Revenues. During the First Nine Months 2011 and the First Nine Months 2010, we generated no revenues. Unless and until we are successful in our new business of seeking the exploration, development, acquisition and production of crude oil and natural gas, we do not expect that our operations will generate revenues. We cannot predict whether we will be successful in these efforts.

Expenses. Our cash outlays for operating expenses during the First Nine Months 2011 were $124,053, up from $105,464 for the First Nine Months 2010. Our non-cash operating expenses, which include stock issued for services, totaled $1,300 and $42,000 for the First Nine Months 2011 and the First Nine Months 2010, respectively.

We have reduced our monthly operating expenses, such that they are, including salary and professional fees, currently approximately $15,000. The level of such operating expenses are expected to remain at such levels for the foreseeable future, unless we are successful in our new business of seeking the exploration, development, acquisition and production of crude oil and natural gas.

Financial Condition

At September 30, 2011, we had $25,740 in cash and a working capital deficit of $802,128. At December 31, 2010, our cash position was $31,243 and our working capital deficit was $573,020. Following the Transaction, our current cash position is adequate to sustain our current level of operations for approximately three months. In addition, we will be required to obtain additional capital to capitalize on an available oil and gas business opportunity.

Financial Condition Following the Transaction.

Purchase Agreement. As part of the Transaction, we obtained loans in the total amount of $220,700 for use in its current operations, including its efforts to locate and acquire a business opportunity in the oil and gas industry. In connection with these loans, we issued the following securities:

–

Convertible promissory notes with an aggregate principal amount of $220,700. These convertible promissory notes mature on September 1, 2013, accrue interest at 8% per annum and are payable at maturity, unless converted by the holder into shares of common stock at a conversion rate $0.00069 per share ($0.0345 per share post-reverse split);

–

Series A Warrants that provide the holders the right to purchase up to a total of 100,000,000 shares (2,000,000 shares post-reverse split) of common stock at an exercise price of $0.005 per share ($0.25 per share post-reverse split); and

–

Series B Warrants that provide the holders the right to purchase up to a total of 100,000,000 (2,000,000 shares post-reverse split) shares of common stock at an exercise price of $0.0075 per share ($0.375 per share post-reverse split).

Change of Terms in Existing Debt Instruments. The Transaction also triggered an adjustment to the conversion price in our previously outstanding convertible promissory notes [original principal amounts of $65,000 ($47,500 current principal amount) and $35,000] from a variable conversion price to a fixed conversion price of $0.00069 per share ($0.0345 per share post-reverse split). In connection with the Transaction, these previously outstanding convertible promissory notes were assigned to new third party investors.

Extensions of Promissory Notes. In connection with the Transaction and subject to the effectuation of the 50-to-1 reverse split, we are to issue a total of 200,000 shares (post-reverse split) of Company common stock (100,000 shares to directors and 100,000 shares to third parties), in consideration of the extension of the maturity dates on existing convertible promissory notes with an aggregate principal amount of $103,000, from payable on demand to payable on September 1, 2012.

Debt Conversion Agreement. Prior to the Transaction, we owed our sole officer a total of $535,650 in accrued and unpaid salary. In connection with the Transaction, our company and this officer entered into a debt conversion agreement with respect to $534,650 of such accrued and unpaid salary. Pursuant to the debt conversion agreement, this officer agreed to convert the $534,650 in accrued and unpaid salary into shares of our common stock at a conversion price of $0.00069 per share ($0.0345 per share post-reverse split), upon the Company effecting the 50-to-1 reverse split. The debt conversion agreement has been amended once, pursuant to which amendment this officer had the right to convert $13,800 of the accrued and unpaid salary amount into a total of 20,000,000 shares (pre-reverse split) of common stock. This officer did so convert $13,800 of the accrued and unpaid salary amount into 20,000,000 shares, leaving $521,850 in accrued and unpaid salary subject to the debt conversion agreement.

Amended and Restated Employment Agreement. In connection with the Transaction, our company and our officer entered into an amended and restated employment agreement. Pursuant to this amended and restated employment Agreement, we are to pay this officer up to $240,000 per year as follows: beginning at $12,500 per month for 4 months; $15,000 per month from month 5 until the Company closes on a debt or equity financing of at least $1,000,000; and $20,000 per month thereafter. This officer’s compensation is no longer connected to the acquisition of an ethanol plant. The initial term of this amended and restated employment agreement expires in August 2014.

Assignment Agreement. In connection with our entering into the amended and restated employment agreement with our officer, we also entered into an assignment agreement. Pursuant to this assignment agreement, thisthe officer agreed to forgive $1,000 of his accrued and unpaid salary in exchange for the our assigning the name “ALL Fuels & Energy Company” to him. This assignment is to become effective at such time as the we change our corporate name.

Management’s Plans Relating to Future Liquidity

We currently possess approximately $10,000 in cash. However, we will likely require additional capital with which to capitalize on a business opportunity in the oil and gas industry. We may never obtain capital for this purpose. 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 transaction, 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 led 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 Nine Months 2011 and 2010, we made no capital expenditures.

During the First Nine Months 2011 and 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 4T. 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/A, our disclosure controls and procedures were not 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 September 30, 2011, that has materially affected, or is reasonably likely to materially affect, our company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to our shareholders during the three months ended September 30, 2011. Subsequent to September 30, 2011, on October 28, 2011, we held a meeting of our shareholder, at which meeting our shareholders approved a change of our corporate name from All Fuels & Energy Company to “All Energy Corporation”, approved a reverse stock split of our common stock at a 1-for-50 ratio, which does not adjust the total number of shares authorized, approved the ALL Fuels & Energy Company 2011 Stock Incentive Plan. The name change and reverse split are exected to become effective in November 2011.

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.
	101.INS **		XBRL Instance Document.
	101.SCH **		XBRL Schema Document.
	101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document.
	101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document.
	101.LAB **		XBRL Taxonomy Extension Labels Linkbase Document.
	101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document.

*		filed herewith.
**		furnished 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: June 16, 2014.

ALL ENERGY CORPORATION

By: /s/ DEAN E. SUKOWATEY

Dean E. Sukowatey

President and Acting

Chief Financial Officer

ALL ENERGY CORPORATION

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

(unaudited)