U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

Form 10-Q

~~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 September 30, 2012

[ X ]

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2013

[ ]

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

Commission File No. 0-29417

~~Commission File No. 0-29417~~

All Energy Corporation

~~All Energy Corporation~~

(Exact name of registrant as specified in its charter)

~~(Exact name of registrant as specified in its charter)~~

DELAWARE

62-1581902

~~62-1581902~~

(State or Other Jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

~~(I.R.S. Employer Identification Number)~~

6165 N.W. 86th Street, Johnston, Iowa 50131

~~6165 N.W. 86th Street, Johnston, Iowa 50131~~

(Address of principal executive offices, including zip code)

~~(Address of principal executive offices, including zip code)~~

(515) 331-6509

~~(515) 331-6509~~

(Issuer’s telephone number, including area code)

~~(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):

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 [ ]

~~Accelerated filer [ ]~~

Non-accelerated filer [ ] (Do not check if smaller reporting company)

Smaller reporting company [ x ]

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 ]

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 June 9, 2014, there were 24,990,755 shares of the issuer’s common stock outstanding.

As of April 28, 2015, there were 44,302,742 shares of the issuer’s common stock outstanding.

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
	Page	~~Page~~
Consolidated Balance Sheets as of September 30, 2012 (unaudited), and December 31, 2011 (audited)			3
All Energy Corporation
Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2012 (unaudited) and 2011 (unaudited), and the Period from Commencement of Development Stage (June 7, 2004) to September 30, 2012 (unaudited)			4
Consolidated Balance Sheets as of March 31, 2013 (unaudited), and December 31, 2012	3
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 (unaudited) and 2011 (unaudited), and the Period from Commencement of Development Stage (June 7, 2004) to September 30, 2012 (unaudited)			5
Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012 (unaudited), and the Period from Commencement of Development Stage (June 7, 2004) to March 31, 2013 (unaudited)	4
Notes to Consolidated Financial Statements			7
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 (unaudited) and 2012 (unaudited), and the Period from Commencement of Development Stage (June 7, 2004) to March 31, 2013 (unaudited)	6
Notes to Consolidated Financial Statements	8

ALL ENERGY CORPORATION (a development stage company) CONSOLIDATED BALANCE SHEETS ~~September~~March 3031, ~~2012~~2013, and December 31, ~~2011~~2012

	9/30/12 (unaudited)			12/31/11
	3/31/13 (unaudited)			12/31/12
ASSETS
Current assets
Cash and cash equivalents	$	17236,~~710~~749		$	213,~~978~~649
Total current assets		17236,~~710~~749			213,~~978~~649
Property and equipment - at cost
Oil and gas property		206,650			6,650
Oil and gas properties (full cost method)		286,961			264,573
Equipment		53,~~833~~333			3,333
Less accumulated depreciation		3,408			2,990
Less accumulated depreciation and amortization		(15,294	)		(12,711	)
Total property and equipment - net		~~209~~275,~~075~~000			6255,~~993~~195
Total assets	$	~~226~~511,~~785~~749		$	9268,~~971~~844
LIABILITY AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Account payable and accrued expenses	$	89,251		$	76,831
Accounts payable and accrued expenses	$	45,629		$	92,695
Accrued expenses - related party		~~192~~469,~~441~~695			70353,~~734~~895
Notes payable and convertible notes, net of unamortized discounts of $96,554		487,240			201,381
Notes payable and convertible notes, net of unamortized discounts of $124,142 at December 31, 2012		100,000			480,329
Note payable - related party		15,500			541,350
Notes payable - related parties		64,500			70,000
Total current liabilities		~~784~~679,~~432~~824			~~890~~996,~~296~~919
Stockholders’ equity
Stockholders’ equity (deficit)
Preferred stock, $0.01 par value; 50,000,000 shares authorized, -0- and -0- shares issued and outstanding		---			---
Preferred stock, $.01 par value; 20,000,000 shares authorized, -0- and -0- shares issued and outstanding		---			---
Common stock, $.01 par value; 700,000,000 shares authorized, 21,642,400 and 1,820,196 shares issued in 2012 and 2011, respectively; and 21,506,000 and 1,679,196 shares outstanding in 2012 and 2011, respectively		216,424			18,202
Common stock, $.01 par value; 80,000,000 shares authorized, 22,887,413 and 22,887,413 shares issued, respectively, and 22,746,413 and 22,746,413 shares outstanding, respectively		228,874			228,874
Additional paid-in capital		18,~~182~~200,~~927~~759			1718,~~149~~187,~~607~~865
Treasury stock, at cost; 141,000 and 141,000 shares		(150,000	)		(150,000	)
Treasury stock, at cost; 141,000 and 141,000 shares, respectively		(150,000	)		(150,000	)
Subscription agreement		(143,100	)		---
Receivable from shareholder		(50,000	)		(50,000	)
Accumulated deficit		(6,423,944	)		(6,423,944	)
Deficit accumulated during the development stage		(1211,~~189~~973,~~954~~764	)		(1112,~~424~~520,~~190~~870	)
Total stockholders’ equity (deficit)		(~~557~~168,~~647~~075	)		(~~880~~728,~~325~~075	)
Total liabilities and stockholders’ equity	$	226,785		$	9,971
Total liabilities and stockholders’ equity (deficit)	$	511,749		$	268,844
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 Ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, and the Period from Commencement of Development Stage (June 7, 2004) to ~~September~~March 3031, ~~2012~~2013

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
		2012 (unaudited)			2011 (unaudited)			2012 (unaudited)			2011 (unaudited)			Period from Commencement of Development Stage (June 7, 2004) to 9/30/12 (unaudited)
	2013 (unaudited)			2012 (unaudited)			Period from Commencement of Development Stage (June 7, 2004) to 3/31/13 (unaudited)
Revenues	$	---		$	---		$	~~---~~37,537		$	~~---~~		$	~~8,092~~
Operating costs and expenses
Operating Costs and Expenses
Consulting		119,~~818~~677			~~4,851~~143			157,~~465~~835,530			~~9,823~~			~~7,787,368~~
Legal and professional		4043,~~189~~023			157,~~122~~618			911,~~278~~514,821			~~30,212~~			~~1,403,978~~
Impairment charge		---			---			---			---			333,540
Rent		---			---			3,900
Depreciation and amortization		150			184			418			583			9,334
Impairment charge		---			---			333,540
General and administrative		163,007			75,429			553,975			237,355			2,811,413
Depreciation and amortization		---			180			18,637
Total operating expenses		215,164			95,586			661,136			277,973			12,345,633
General and administrative		150,079			303,043			3,161,807
Other income (expense)
Total operating expenses		202,779			310,984			12,868,235
Beneficial conversion expense		---			---			---			(3,889	)		(171,000	)
Other income (expense)
Interest expense		(6,967	)		(55,519	)		(21,894	)		(59,467	)		(125,903	)
Beneficial conversion expense		---			---			(171,000	)
Interest income		9			6			28			14			51,402
Interest expense		(2,063	)		(7,097	)		(134,266	)
Rental income		---			---			---			---			66,250
Interest income		---			2			51,404
Loss on sale of land		---			---			---			---			(1,278	)
Rental income		---			---			66,250
Loss on sale of investment		---			~~(25,000~~---	)		~~---~~(131,650	)		~~(25,000~~	)		~~(125,000~~	)
Equity loss in subsidiary		---			---			---			---			(233,340	)
Loss on sale of land		---			---			(1,278	)
Debt discount amortization		(27,587	)		(13,794	)		(82,762	)		(13,794	)		(124,144	)
Forgiveness of debt		409,405			---			507,236
Debt forgiveness income		---			11,269			---			11,269			97,831
Convertible debt/warrant expense		---			(27,588	)		(151,734	)
Total other income (expense)		(34,545	)		(83,038	)		(104,628	)		(190,867	)		(565,182	)
Equity loss in subsidiary		---			---			(233,340	)
Net loss	$	(249,709	)	$	(178,624	)	$	(765,764	)	$	(368,840	)	$	(12,902,723	)
Other income		346,667			---			346,667
Income (loss) per share:
Total other income (expense)		754,009			(34,683	)		148,289
Basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net income (loss) from continuing operations		551,230			(345,667	)		(12,682,409	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net income (loss) from discontinued operations		(4,124	)		---			(4,124	)
Weighted average number of shares outstanding:
Net income (loss)	$	547,106		$	(345,667	)	$	(12,686,533	)
Basic		21,532,523			1,053,488			21,309,468			1,527,729
The accompanying notes are an integral part of these statements.
Diluted		41,078,154			1,354,376			41,078,154			1,805,784

The accompanying notes are an integral part of these statements.

ALL ENERGY CORPORATION (a development stage company) CONSOLIDATED STATEMENTS OF ~~CASH~~OPERATIONS ~~FLOWS~~ For the Three Months Ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, and the Period from Commencement of Development Stage (June 7, 2004) to ~~September~~March 3031, ~~2012~~2013

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2012 (unaudited)			2011 (unaudited)				Period from Commencement of Development Stage (June 7, 2004) to 9/30/12 (unaudited)
	2013 (unaudited)			2012 (unaudited)			Period from Commencement of Development Stage (June 7, 2004) to 3/31/13 (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) per share from continuing operations
Net loss	$	(765,764	)	$	(368,840	)		$	(12,902,723	)
Basic	$	0.02		$	(0.02	)
Adjustments to reconcile net loss to cash used for operating activities:
Diluted	$	0.02		$	(0.01	)
Loss on sale of land		---			---				1,278
Loss per share from discontinued operations
Loss on disposition of fixed assets		---			---				187
Basic	$	(0.00	)	$	(0.00	)
Forgiveness of debt		---			11,269				97,831
Diluted	$	(0.00	)	$	(0.00	)
Equity loss in subsidiary		---			---				14,485
Weighted average number of shares outstanding:
Depreciation and amortization		418			583				9,334
Basic		22,887,413			15,993,229
Non-cash beneficial conversion expense		---			3,889				171,000
Diluted		22,887,413			41,031,627
Options issued for compensation		---			---				6,999,585
Stock issued for services and compensation		273,421			1,300				1,518,066
Debt discount amortization		82,762			13,794				124,144
Loss on investments		---			25,000				125,000
Impairment charge		---			---				333,540
Increase (decrease) in prepaids		---			18,807				(87,820	)
Increase in accounts payable		135,795			170,145				655,562
Net cash used in operating activities		(273,368	)	$	(124,053	)		$	(2,940,531	)
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 and equipment		(202,500	)		(6,650	)			(209,150	)
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		(202,500	)		(131,650	)			(981,252	)

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 Three Months Ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, and the Period from Commencement of Development Stage (June 7, 2004) to ~~September~~March 3031, ~~2012~~2013

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2012 (unaudited)			2011 (unaudited)			Period from Commencement of Development Stage (June 7, 2004) to 9/30/12 (unaudited)
	2013 (unaudited)			2012 (unaudited)			Period from Commencement of Development Stage (June 7, 2004) to 3/31/13 (unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES
CASH FLOWS FROM OPERATING ACTIVITIES
Proceeds from sale of common stock for cash		162,600			---			2,866,223
Net income (loss)	$	547,106		$	(345,667	)	$	(12,686,533	)
Principal payments on related party advances		---			(25,000	)		(3,988	)
Adjustments to reconcile net loss to cash used for operating activities:
Proceeds from (payments on) notes payable - related party		---			7,000			78,000
Loss on sale of land		---			---			1,278
Proceeds from notes payable - third party		338,000			268,200			728,700
Loss on disposition of fixed assets		---			---			187
Payment on notes payable - related party		(10,000	)		---			(67,500	)
Depreciation and amortization		2,583			180			21,220
Proceeds from long-term debt, net of deferred borrowing costs		---			---			483,120
Forgiveness of debt		(409,405	)		---			(311,574	)
Purchase of treasury stock		---			---			(150,000	)
Equity loss on subsidiary		---			---			14,485
Contributions from shareholders		---			---			950
Non-cash beneficial conversion expense		---			---			171,000
Net cash provided by financing activities		490,600			(250,200	)		3,935,505
Options issued for compensation		---			---			7,039,096
NET CHANGE IN CASH		14,732			(5,503	)		13,722
Stock issued for services and compensation		12,894			193,900			1,608,239
Cash, beginning of period		2,978			31,243			3,988
Debt discount amortization		---			27,588			151,734
Cash, end of period	$	17,710		$	25,740		$	17,710
Loss on investment		---			---			125,000
Impairment charge		13,890			---			347,430
Increase in accrued expenses		144,876			---			144,876
Decrease (increase) in prepaids		---			---			(87,820	)
Increase (decrease) in accounts payable		(47,066	)		66,412			773,791
Net cash provided by (used in) operating activities		264,878			(57,587	)		(2,687,591	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of land		---			---			(951,238	)
Investment in Treaty Energy Belize LTD.		---			---			(125,000	)
Investment in oil and gas property		(36,278	)		---			(300,851	)
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		(36,278	)		---			(1,072,953	)
The accompanying notes are an integral part of these statements.

The accompanying notes are an integral part of these statements.

ALL ENERGY CORPORATION (a development stage company) ~~NOTES~~CONSOLIDATED TOSTATEMENTS ~~CONSOLIDATED~~OF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOWS ~~September~~For 30the Three Months Ended March 31, 2013 and 2012, and the Period from Commencement of Development Stage (~~unaudited~~June 7, 2004) to March 31, 2013

	Three Months Ended March 31,
	2013 (unaudited)			2012 (unaudited)			Period from Commencement of Development Stage (June 7, 2004) to 3/31/13 (unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock for cash		---			150,000			2,909,523
Principal payments on related party advances		---			---			(3,988	)
Proceeds from notes payable - third party		---			48,000			748,700
Proceeds from (payments on) notes payable - related party		---			---			68,000
Payments on notes payable - related party		(5,500	)		(10,000	)		(63,000	)
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 (used in) financing activities		(5,500	)		188,000			3,993,305

NET CHANGE IN CASH		223,100			130,413			232,761
Cash, beginning of period		13,649			2,978			3,988
Cash, end of period	$	236,749		$	133,391		$	236,749

The accompanying notes are an integral part of these statements.

		ALL ENERGY CORPORATION (a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	March 31, 2013 (unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements of All Energy Corporation (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/A for the year ended December 31, ~~2011~~2012.

FASB Accounting Standards Codification

The Company presents its financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). In June 2009, the Financial Accounting Standards Board (“FASB”) completed its accounting guidance codification project. The FASB Accounting Standards Codification (“ASC”) became effective for the Company's financial statements issued subsequent to June 30, 2009, and is the single source of authoritative accounting principles recognized by the FASB to be applied to non-governmental entities in the preparation of financial statements in conformity with GAAP. Accordingly, the Company refers to the ASC as the sole source of authoritative literature.

Note 2. Going Concern

The Company has incurred losses totaling $12,~~902~~686,~~723~~533 through ~~September~~March 3031, ~~2012~~2013, and had a working capital deficit of $~~766~~443,~~722~~075 at ~~September~~March 3031, ~~2012~~2013. 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, private loans, 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. Oil and Gas Properties

Through September 30, 2012, the Company had invested approximately $210,000 in its only oil and gas property, but had not yet derived revenues from this property. However, during the final quarter of 2012, the Company began to derive revenues from this property.

The Company follows the full cost method of accounting for its oil and gas properties. Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves are capitalized and accounted for in cost centers. In the Company’s case, for the foreseeable future, all of the Company’s oil and gas properties will be considered a single cost center. For each cost center, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the cost center ceiling) equal to the sum of:

(1)

The present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus

(2)

The cost of properties not being amortized; plus

(3)

The lower of cost or estimated fair market value of unproven properties included in the costs being amortized; less

(4)

Income tax effects related to differences between the book and tax basis of the properties.

If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling (as defined), the excess is charged to expense and separately disclosed during the period in which the excess occurs. Amounts required to be written off will not be reinstated for any subsequent increase in the cost center ceiling.

Depreciation and amortization for each cost center are computed on a composite unit-of-production method, based on estimated proven reserves attributable to the respective cost center. All costs associated with oil and gas properties are currently included in the base for computation and amortization. Such costs include all acquisition, exploration, development costs and estimated future expenditures for proved undeveloped properties, as well as estimated dismantlement and abandonment costs as calculated under the asset retirement obligation category, net of salvage value. The Company's oil and gas property is located within the continental United States.

Gains and losses on sales of oil and gas properties are treated as adjustments of capitalized costs. Gains or losses on sales of property and equipment, other than oil and gas properties, are recognized as part of operations. Expenditures for renewals and improvements are capitalized, while expenditures for maintenance and repairs are charged to operations as incurred.

Note 4. Other ~~Revenue~~Oil ~~Recognition~~and Gas Investments

Belize

At December 31, 2012, the Company owned 4% of the outstanding shares in Treaty Belize Energy, LTD (“TBE”), a Belize corporation that purported to seek to develop an oil and gas property located in Belize, for a cash investment of $100,000. In addition, the Company acquired an option to purchase up to 15% ownership of Paradise Energy, LTD for up to one year at a cost of $360,000, $25,000 of which had, as of December 31, 20112, been paid by the Company as a deposit. The Company also acquired an option to purchase additional shares up to10% of TBE, at a total cost of approximately $500,000.

In January 2012, TBE reported that it had drilled its initial well near Independence Village, Belize, located adjacent to the Port of Big Creek in the Stann Creek District, and that oil in commercial quantities had been detected. Due to existing uncertainties regarding TBE’s ability to produce oil and/or gas from this well in commercial quantities, to the benefit of the Company, the Company recognized a loss on these investments for the year ended December 31, 2011, in the amount of $125,000.

In October 2012, the Company and the parent company of TBE and Paradise Energy, Treaty Energy Corporation, entered into a rescission agreement with respect to all of the Treaty-related securities purchased by the Company. Under this agreement, Treaty agreed to pay the Company $120,000 in four equal installments, beginning in November 2012. Treaty did not make any of its required payments. In January 2013, the Company instituted arbitration in an effort to recover $120,000 due and owing from Treaty Energy Corporation under a rescission agreement. This arbitration proceeding concluded in late 2013, with the Company obtaining an award of $120,000. Currently, the Company is attempting to collect on such award. See Note 14. Arbitration Proceedings.

Louisiana

In 2011, the Company entered into a participation agreement with respect to an oil and gas property located in Louisiana, pursuant to which the Company acquired a 5% interest in such property for payments totaling $6,650. Due to existing uncertainties regarding this property’s ability to produce oil and/or gas in commercial quantities, to the benefit of the Company, the Company recognized a loss on this investment for the year ended December 31, 2012, in the amount of $6,650.

Note 5. Revenue Recognition

The Company follows the “sales” (takes or cash) method of accounting for oil and gas revenues. Under this method, the Company recognizes revenues on oil and gas production as it is taken and delivered to the purchasers. The volumes sold may be more or less than the volumes the Company is entitled to take based on our ownership in the property. These differences result in a condition known as a production imbalance. Our crude oil and natural gas imbalances are insignificant.

Note 56. Supplemental Reserve Information

The Company’s net proved oil and natural gas reserves as at ~~September~~March 3031, ~~2012~~2013, have been estimated by a third-party petroleum engineer.

All estimates are in accordance generally accepted petroleum engineering and evaluation principles and definitions and with guidelines established by the SEC. All of the Company’s reserves are located in the United States of America and accounted for under one cost center.

The Company’s policies and practices regarding internal control over the estimating of reserves are structured to estimate objectively and accurately its oil and natural gas reserve quantities and present values in compliance with SEC regulations and accounting principles generally accepted in the United States of America. The Company does not yet maintain an internal staff of petroleum engineers and geosciences professionals. The data used in the Company’s reserve estimation process is based on historical results for production, oil and natural gas prices received, lease operating expenses and development costs incurred, ownership interest and other required data. Historical oil and gas prices, lease operating expenses, and ownership interests are provided by and verified by the Company’s acting chief financial officer.

The consulting petroleum engineer responsible for the preparation of the Company’s reserve report has a Bachelor of Arts degree in Physics and a Bachelor of Science degree in petroleum engineering from two major universities and has experience in preparing economic evaluations and reserve estimates. He meets the requirements regarding qualifications, objectivity and confidentiality set forth in the Standards Pertaining to the Engineering and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.

The following reserve estimates were based on existing economic and operating conditions. Oil prices were calculated using a 12-month average price. Operating costs, production and ad valorem taxes and future development costs were based on current costs with no escalation.

There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting the future rates of production and timing of development expenditures. The following reserve data represents estimates only and should not be construed as being exact. Moreover, the present values should not be construed as the current market value of the Company's oil and gas reserves or the costs that would be incurred to obtain equivalent reserves.

Proved Oil and Gas Reserves at ~~September~~March 3031, ~~2012~~2013 (unaudited)

	Crude Oil BBL		~~Crude Oil BBL~~	Natural Gas Mcf
	Gross Reserves Net Reserves		16,707 12,530	--- ---
Gross Reserves		17,034			---
Net Reserves		12,776			---

Standardized Measure of Discounted Future Net Cash Flows (unaudited)

The Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves (“Standardized Measures”) does not purport to present the fair market value of a company's oil and gas properties. An estimate of such value should consider, among other factors, anticipated future prices of oil and gas, the probability of recoveries in excess of existing proved reserves, the value of probable reserves and acreage prospects, and perhaps different discount rates. It should be noted that estimates of reserve quantities, especially from new discoveries, are inherently imprecise and subject to substantial revision.

Reserve estimates were prepared in accordance with standard SEC guidelines. The future net cash flow for ~~September~~March 3031, ~~2012~~2013, was computed using a 12-month average price. Costs and prices were held constant and were not escalated over the life of the property. No deduction has been made for interest or general corporate overhead. The annual discount of estimated future cash flows is defined, for use herein, as future cash flows discounted at 10% per year, over the expected period of realization.

The Company emphasizes that reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. It is reasonably possible that, because of changes in market conditions or the inherent imprecision of these reserve estimates, that the estimates of future cash inflows, future gross revenues, the amount of oil and gas reserves, the remaining estimated lives of the oil and gas properties, or any combination of the above may be increased or reduced in the near term. If reduced, the carrying amount of capitalized oil and gas properties may be reduced materially in the near term.

Standardized measure of discounted future net cash flows related to proved reserves:

Proved Producing Gross Oil Reserves, BBL Net Oil Reserves, BBL Net Revenue Net Severance and Ad Valorem Tax Net Lease Cost Net Cash Flow Present Worth @ 10% 16,707 12,530 $1,148,867 $52,848 $337,722 $758,297 $494,220

		Proved Producing
Gross Oil Reserves, BBL		17,034
Net Oil Reserves, BBL		12,776
Net Revenue	$	1,165,280
Net Severance and Ad Valorem Tax	$	53,603
Net Lease Cost	$	336,858
Net Cash Flow	$	774,819
Present Worth @ 10%	$	481,617

In May 2014, the Company sold all of its interest in its sole producing oil and gas property. See “Sale of Oil and Gas Lease” under Note 1518. Subsequent ~~Events”~~Event.

Note 67. Management’s Plans for Liquidity

In August 2011, the Company obtained loans from third parties in the total amount of $220,700 for use in ~~its~~ current operations, including its efforts to locate and acquire business opportunities in the oil and natural gas industry. During the first nine months of 2012, the Company obtained a total of $338,000 in loans for use in its operations and acquiring oil and gas properties, as well as $162,600 from the exercise of stock options. Since September 30, 2012, the Company has obtained approximately $420,000 in operating funds from loans provided by third parties and certain affiliates. Also, in May 2014, the Company sold all of its interest in its sole producing oil and gas property for $275,000 in cash. See “Note 15. Subsequent Events”.

With the sale of the Company’s only oil-producing property in May 2014 (see “Note 15. Subsequent Events”), the Company applies all of its available capital to its efforts in obtaining a permit to mine frac sand on property located in Trempealeau County in Western Wisconsin. There is no assurance that the Company will be successful in these efforts, that it will obtain sufficient capital to sustain its efforts or that it will be able to obtain adequate funding to mine frac sand, should it obtain the required permit.

In addition, the Company will require additional funds, in order to sustain its operations through the remainder of 2014 and the first half of 2015. 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.

Note 7. 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, as well as the pursuit of other opportunities within, and related to, the oil and gas industry.

In May 2014, the Company sold all of its interest in its only producing oil and gas lease located in Taylor County, Texas, a 40-acre tract with two producing oil wells. See “Note 15. “Subsequent Events”).

With the sale of the Company’s only oil-producing property in May 2014, all of its efforts are now focused on obtaining a permit to mine frac sand on property located in Trempealeau County in Western Wisconsin.

Note 8. Oil and Gas Investments

Taylor County, Texas. In July 2012, the Company completed the purchase of an oil and gas lease located in Taylor County, Texas, which contains approximately 40 acres and a single producing oil well. The purchase price for the subject lease was $250,000 in cash. In addition to the lease, under the purchase agreement, the Company acquired a consent to inject salt water, with respect to a nearby salt water disposal well. In October 2012, after reworking efforts had been completed, the existing well on the lease began to produce oil.

Belize. The Company owns 4% of the outstanding shares in Treaty Belize Energy, LTD (“TBE”), a Belize corporation that is seeking to development an oil and gas property located in Belize, for a cash investment of $100,000. In addition, the Company holds an option to purchase up to 15% ownership of Paradise Energy, LTD for up to one year at a cost of $360,000, $25,000 of which has been paid by the Company as a deposit. The Company also holds an option to purchase additional shares up to10% of TBE, at a total cost of approximately $500,000.

In January 2012, TBE reported that it had drilled its initial well near Independence Village, Belize, located adjacent to the Port of Big Creek in the Stann Creek District, and that oil in commercial quantities had been detected. The defined producing zone is between 1,235 and 1,290 feet. There is no assurance that this well will produce oil and/or gas in such quantities as would benefit the Company. A second, deeper well on the lease owned by TBE is planned for an as-yet determined date. There is no assurance that the second well will produce oil and/or gas. Due to these circumstances, the Company recognized a loss on these investments for the year ended December 31, 2011, in the amount of $125,000.

In October 2012, the Company and the parent company of TBE and Paradise Energy, Treaty Energy Corporation, entered into a rescission agreement with respect to all of the Treaty-related securities purchased by the Company. Under this agreement, Treaty agreed to pay the Company $120,000 in four equal installments, beginning in November 2012. Treaty did not make its required payments. In January 2013, the Company instituted arbitration in an effort to recover the $120,000. This arbitration proceeding concluded in late 2013, with the Company obtaining an award of $120,000. See “Note 15. Subsequent Events”.

Louisiana. 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% interest in such property and has made payments totaling $6,650.

Note 9. Notes Payable - Related Parties

In April 2011, the Company borrowed $5,000 from one of its directors 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 holder’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 a total of 500,000 shares of Company common stock. In August 2011, this loan was revised and extended to September 2012. In September 2012, this loan was revised and extended to September 2013.

At December 31, 2011, $520,850 in accrued officer salary and interest is included in Note Payable - Related Parties. In January 2012, the entire amount was converted into a total of 15,097,101 shares of Company common stock, pursuant to a debt conversion agreement.

~~Note~~During ~~10.~~2012, ~~Notes~~the ~~Payable~~Company -obtained ~~Third~~a ~~Parties~~total of $358,000 in loans for use in its operations and acquiring oil and gas properties, as well as $205,900 from the exercise of stock options.

~~January~~Since ~~2010.~~March 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~~2013, ~~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~~has ~~stock.~~obtained ~~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,~~ $71,~~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~~operating ~~2011,~~funds ~~$4,000~~from ~~was~~loans ~~converted~~provided ~~into~~by ~~3,076,923 shares of the Company’s common stock. On August 15, 2011, the Company entered into an assignment agreement with this~~ third ~~party~~parties ~~where they would assign their debt to five third party note holders in the amount of $90,000 for the unpaid principal~~ and ~~interest~~certain ~~owed to them~~affiliates. InSee ~~connection~~“Issuance ~~with this assignment the Company had debt forgiveness income in the amount~~ of ~~$3,266~~Promissory ~~which~~Notes ~~has~~- ~~been reflected in the accompanying financial statements. Pursuant to a series of agreements, in February~~ 2013,” ~~both of these convertible promissory notes were cancelled~~ and ~~all~~“Issuance ~~principal~~of ~~and~~Promissory ~~accrued~~Notes ~~interest~~- ~~extinguished.~~2014” ~~See~~under “Note 1518. Subsequent Events”.

~~April~~Also, ~~2011. In~~in ~~April~~May ~~2011~~2014, the Company ~~borrowed~~sold ~~$20,000~~all ~~from a third party, through the issuance~~ of aits ~~convertible promissory note, payable on demand, bearing~~ interest atin ~~10%~~its ~~per~~sole ~~annum,~~producing oil and ~~convertible,~~gas atproperty ~~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~~275, ~~this promissory note was convertible into 2,~~000~~,000~~ ~~shares~~in ~~of Company common stock~~cash. InSee ~~August~~“Sale ~~2011,~~of ~~this~~Oil ~~loan was revised~~ and ~~extended~~Gas toLease” ~~September~~under ~~2012,~~Note ~~and~~18. ~~again~~Subsequent ~~revised and extended until September 2013~~Events.

~~Also~~With inthe ~~April~~sale ~~2011,~~of the Company’s ~~borrowed~~only ~~$5,000~~oil-producing ~~from~~property ain ~~third~~May ~~party for use as working capital~~2014, ~~through~~ the ~~issuance~~Company applies all of aits ~~convertible~~available ~~promissory~~capital ~~note,~~to ~~payable~~its onefforts ~~demand,~~in ~~bearing~~obtaining ~~interest~~a atpermit ~~10%~~to ~~per~~mine ~~annum,~~frac ~~and~~sand ~~convertible,~~on atproperty ~~the~~located ~~third~~in ~~party’s~~Trempealeau ~~option,~~County ~~into~~in ~~shares~~Western ofWisconsin. ~~the~~There ~~Company’s~~is ~~common~~no ~~stock~~assurance atthat the ~~rate~~Company ofwill ~~one~~be ~~share~~successful ~~for~~in ~~every~~these ~~$.01 of debt converted. On the date of issuance~~efforts, ~~this~~that ~~promissory~~it ~~note~~will ~~was~~obtain ~~convertible~~sufficient ~~into~~capital ato ~~total~~sustain ofits ~~1,000,000~~efforts ~~shares~~or ofthat ~~Company~~it ~~common~~will ~~stock.~~be Inable ~~August~~to ~~2011,~~obtain ~~this~~adequate ~~loan~~funding ~~was revised and extended~~ to ~~September~~mine ~~2012~~frac sand, ~~and~~should ~~again~~it ~~revised~~obtain ~~and~~the ~~extended~~required ~~until~~permit. See ~~September~~Note ~~2013~~8. InChanges ~~June 2012, $500~~ of ~~such~~Business ~~indebtedness was converted into 50,000 shares of Company common stock~~Plan.

~~August~~The ~~2011. In~~Company ~~August~~will ~~2011~~require additional funds, ~~the~~in ~~Company~~order ~~issued~~to ~~convertible~~sustain ~~promissory~~its ~~notes~~operations ~~with~~through anthe ~~aggregate~~remainder ~~principal~~of ~~amount~~2014 and the first half of ~~$220,700~~2015. ~~These~~The ~~notes~~Company ~~mature~~believes onit ~~September~~will 1,be ~~2013,~~able ~~accrue~~to ~~interest~~secure atthe 8%financing, ~~per~~in ~~annum~~the ~~and~~form ~~are~~of ~~payable~~debt, atequity ~~maturity,~~or ~~unless~~a ~~converted~~combination bythereof, ~~the~~necessary ~~holder~~to ~~into~~complete ~~shares~~these ofopportunities. The Company ~~common~~does ~~stock~~not athave a ~~conversion~~current ~~rate~~commitment offor ~~$0.0345~~an ~~per~~equity ~~share~~investment or a loan in any amount.

~~During~~Note ~~the~~8. Changes ~~nine months ended September 30, 2012, a total~~ of ~~$131,069~~Business ~~of such indebtedness was converted into a total of 3,799,116 shares of Company common stock.~~Plan

~~Simultaneously~~Until ~~with~~August ~~their notes~~2011, ~~each~~the ~~party~~Company ~~was~~actively ~~issued~~pursued ~~Series~~the Aacquisition ~~Warrants~~of ~~and~~one ~~Series~~or Bmore ~~Warrants~~ethanol plants. As ~~Series~~of AAugust ~~Warrants~~2011, ~~provide~~ the ~~holders~~Company’s ~~the~~efforts ~~right~~in tothis ~~purchase~~regard uphad tonot abeen ~~total~~successful. In ofAugust 22011,~~000,000~~ ~~share~~the of Company ~~common~~changed ~~stock~~its atbusiness anto ~~exercise~~the ~~price~~acquisition of ~~$0.25~~interests ~~per~~in ~~share~~oil and ~~Series~~gas Bproperties ~~Warrants~~within ~~that~~the ~~provide~~United ~~the~~States ~~holders~~and the ~~right~~pursuit ~~to purchase up to a total~~ of ~~2,000,000~~business ~~shares~~opportunities ofrelated ~~Company~~to ~~common~~the ~~stock~~oil atand angas ~~exercise price of $0~~industry.~~375~~ In ~~per~~2012, ~~share.~~the OnCompany ~~their~~purchased ~~issuance,~~its ~~the~~first ~~warrants~~oil ~~had~~and agas ~~four~~properties ~~year~~and ~~life.~~began ~~The~~to ~~values~~operate inits ~~2011~~only ~~were~~producing ~~based~~oil ~~upon~~and ~~Black-Scholes~~gas ~~computations~~lease ~~with~~containing ~~the~~two ~~following~~producing ~~ranges~~wells, ofwhich ~~assumptions:~~lease ~~Volatility~~was ~~41.568%,~~sold ~~interest~~in ~~rate~~May 02014.~~67%,~~ See ~~expected~~“Sale ~~term~~ of 4Oil ~~years~~ and ~~stock~~Gas ~~prices~~Lease” ~~from~~under $0Note 18.~~006~~ Subsequent Events.

~~The~~With ~~Company~~the ~~recorded~~sale ~~$220,700~~of asthis aoil-producing ~~Debt~~property, ~~Discount~~all ~~which~~of isthe toCompany’s beefforts ~~amortized~~are ~~over~~now ~~the~~focused ~~term~~on ofobtaining ~~the~~a ~~two~~permit ~~year~~to ~~notes. As~~mine offrac ~~September~~sand ~~30,~~on ~~2012,~~property ~~and~~located ~~December~~in ~~31,~~Trempealeau ~~2011,~~County ~~$124,144~~in ~~and~~Western ~~$41,382,~~Wisconsin. See ~~respectively,~~“Frac ofSand ~~amortization~~Activities” ~~has~~under ~~been~~Note ~~recorded~~18. ~~related~~Subsequent ~~to the debt discount~~Events.

~~Pursuant~~Note to a series of agreements, in February 2013, all of these convertible promissory notes, all of the Series A Warrants and all of the Series B Warrants were cancelled, with all principal and accrued interest under the convertible promissory notes being extinguished9. Notes ~~See~~Payable ~~“Note~~- ~~15.~~Related ~~Subsequent Events”.~~Parties

From the third quarter of 2009 through July 2011, the Company obtained $73,000 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, and as at December 31, 2012, 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, by the issuance of a total of 50,000 shares of Company common stock. In September 2012, each of these loans was again revised and extended to September 2013, by the issuance of a total of 50,000 shares of Company common stock. No further extension transaction has occurred, although this director has indicated that he will not demand payment of such indebtedness, until such time as such repayment would not negatively affect the Company’s financial position.

In April 2011, another Company director loaned $5,000 to the Company. On the date of issuance, and as at December 31, 2012, and March 31, 2013, this promissory note was 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, by the issuance of 12,500 shares of Company common stock. In September 2012, this loan was again revised and extended to September 2013, by the issuance of 12,500 shares of Company common stock. No further extension transaction occurred. However, in 2014, this $5,000 of indebtedness was converted by this director into 500,000 shares of Company common stock. See “Common Stock Issued Pursuant to Convertible Promissory Notes” under Note 18. Subsequent Events.

~~May 2012.~~ In ~~May~~January 2012, ~~the Company issued two promissory notes, each with~~ $~~100~~520,~~000~~850 ~~face amounts,~~ in ~~consideration~~accrued ofofficer ~~two~~salary ~~loans~~and ~~of the same amount. Each such promissory note is due in October 2012, as extended, with $1,000 in~~ interest ~~due on each at their respective due dates. The aggregate amount of $222,000 owed to such parties~~ was ~~secured~~converted byinto ~~a deed of trust with respect to the oil and gas lease located in Taylor County~~15, ~~Texas~~097,101 ~~and~~shares ~~owned~~of byCompany ~~AllEnergy~~common ~~- Bell~~stock, ~~LLC. Pursuant~~pursuant to a ~~series~~debt ofconversion ~~agreements~~agreement, ina ~~February~~per ~~2013,~~share ~~both~~price of ~~these promissory notes were cancelled and all principal and accrued interest extinguished~~$. ~~See “Note 15~~0345. ~~Subsequent Events”.~~

~~July~~Note ~~2012~~10. InNotes ~~July~~Payable 2012, the Company issued three convertible secured promissory notes with $20,000, $25,000 and $25,000 face amounts, respectively, in consideration of three loans of such amounts. Each such convertible promissory note is due in July 2017 with interest accruing in amounts equal to 1.8176%, 2.272% and 2.272%, respectively, of the remaining net cash flow of the Company’s subsidiary, AllEnergy - ~~Bell,~~Third LLC, and payable each October 31, January 31, April 30 and July 31. Each of this convertible preferred promissory notes was secured by a deed of trust with respect to the oil and gas lease located in Taylor County, Texas, and owned by AllEnergy - Bell, LLC. The holder of the $20,000 face amount convertible promissory note has indicated that it is his intention to convert the entire principal amount and accrued interest into shares of the Company’s common stock. Each of the $25,000 face amount convertible secured promissory notes, including accrued interest, has been repaid. See “Note 15. Subsequent Events”.Parties

~~Note~~2010 ~~11. Loans on Open Account~~Notes

~~During~~In January 2010, the ~~nine~~Company ~~months~~borrowed ~~ended~~$65,000 ~~September~~from 30a third party, ~~2012~~and, in May 2010, the Company ~~obtained~~borrowed ~~loans~~$35,000 onfrom ~~open~~the ~~account~~same third party, through the issuance of convertible promissory notes, payable in October 2010 (which was not extended and the ~~total~~balance ~~amount~~due as of December 31, 2010, is $4892,500) 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. ~~These~~The ~~loans~~first onof ~~open~~these ~~account~~convertible ~~are~~promissory ~~payable~~notes onhas ~~demand~~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 ~~accrues~~common stock. On August 15, 2011, the Company entered into an assignment agreement with this third party whereby it would assign their debt to five third party note holders in the amount of $90,000 for the unpaid principal and interest onowed to them. In connection with this assignment the Company had debt-forgiveness income in the amount of $3,266 which has been reflected in the accompanying financial statements. Pursuant to a series of agreements, in February 2013, both of these ~~loans~~convertible atpromissory 8%notes were cancelled and all principal and accrued interest extinguished.

~~Note~~2011 ~~12. Capital Stock~~Notes

~~Common~~In ~~Stock~~April ~~Issued~~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, and again revised and extended until September 2013. In 2014, the Company issued an amended promissory note, to replace the original convertible promissory note. This amended promissory note is no longer convertible into 2,000,000 shares of Company common stock and the loan is now due the earlier of (a) the date that is three days immediately following the date on which the Company closes a funding transaction that provides capital in amount sufficient to complete the buildout of a proposed frac sand mine of the Company and (b) July 2016. See “Issuances of Promissory Notes - 2014” under ~~Debt~~Note ~~Conversion~~18. ~~Agreement~~Subsequent Events.

~~During~~Also in April 2011, the ~~nine~~Company ~~months~~borrowed ~~ended~~$5,000 ~~September~~from 30a third party for use as working capital, ~~2012~~through the issuance of a convertible promissory note, ~~$520~~payable on demand,~~850~~ inbearing ~~accrued~~interest ~~officer~~at ~~salary~~10% per annum, and ~~interest~~convertible, ~~was~~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 a total of 15500,~~097,101~~000 shares of Company common stock. (In August 2011, this loan was revised and extended to September 2012. In June 2012, $500 of such indebtedness was converted into 50,000 shares of Company common stock.~~0345~~ ~~per~~This ~~share)~~loan was again revised and extended until September 2013. In 2014, ~~pursuant~~the remaining $4,500 principal amount of this loan was converted into 450,000 shares of the Company’s common stock. See “Common Stock Issued Pursuant to aConvertible ~~debt~~Promissory ~~conversion~~Notes” ~~agreement~~under Note 18. Subsequent Events.

~~Common~~In ~~Stock~~August ~~Issued~~2011, ~~Pursuant~~the ~~Convertible~~Company ~~Promissory~~issued ~~Notes~~convertible promissory notes with an aggregate principal amount of $220,700. At issuance, these notes matured on September 1, 2013, accrued interest at 8% per annum and were payable at maturity, unless converted by the holder into shares of Company common stock at a conversion rate of $0.0345 per share. During 2012, a total of $131,069 of such indebtedness was converted into a total of 3,799,116 shares of Company common stock. Simultaneously with their notes, each party was issued Series A Warrants and Series B Warrants. Series A Warrants provide the holders the right to purchase up to a total of 2,000,000 shares of Company common stock at an exercise price of $0.25 per share and Series B Warrants that provide the holders the right to purchase up to a total of 2,000,000 shares of Company common stock at an exercise price of $0.375 per share. On their issuance, the warrants had a four year life. The values in 2011 were based

During the nine months ended September 30, 2012, $131,069 of indebtedness evidenced by convertible promissory notes was converted into a total of 3,799,116 shares of Company common stock, a per share price of $.0345. Pursuant to a series of agreements, in February 2013, all of these convertible promissory notes were cancelled and all principal and accrued interest extinguished. See “Note 15. Subsequent Events”.

Also during the nine months ended September 30, 2012, an additional $500 of indebtedness evidenced by a convertible promissory note was converted into 50,000 shares of Company common stock, a per share price of $.01.

Common Stock Issued for Director Bonus

During the nine months ended September 30, 2012, the Company issued a total of 100,000 shares of its common stock as bonuses to two of its directors. These shares were valued at $1.54 per share, or $154,000, in the aggregate. During the first nine months of 2011, the Company did not issue any shares as a bonus.

Common Stock Issued for Services

During the nine months ended September 30, 2012, the Company issued a total of 150,000 shares of common stock with an aggregate value of $44,000, or $.293 per share, in payment of legal services.

During the nine months ended September 30, 2011, the Company issued 50,000 shares of common stock in payment of $500 in consulting services.

upon Black-Scholes computations with the following ranges of assumptions: Volatility 41.568%, interest rate 0.67%, expected term of 4 years and stock prices from $0.006. The Company recorded $220,700 as a Debt Discount which is to be amortized over the term of the two year notes. As of December 31, 2012, $124,142 has been recorded related to the debt discount. Pursuant to a series of agreements, in February 2013, all of these convertible promissory notes, all of the Series A Warrants and all of the Series B Warrants were cancelled, with all principal and accrued interest under the convertible promissory notes being extinguished. See Note 11. Cancellation Agreements.

2012 Notes

In May 2012, the Company issued promissory notes to two third parties, each promissory note with a $100,000 face amount, in consideration of two loans of the same amount. At issuance, each such promissory note was due in October 2012, as extended, with $1,000 in interest due on each at their respective due dates. In July 2012, the Company issued two additional promissory notes to the same third parties, each promissory note with a $10,000 face amount. At issuance, each such promissory note was due in October 2012. The aggregate amount of $222,000 owed to such parties was secured by a deed of trust with respect to the Company’s then-owned oil and gas lease located in Taylor County, Texas. Pursuant to a series of agreements, in February 2013, all of these promissory notes were cancelled and all principal and accrued interest extinguished. See Note 12. Cancellation Agreements.

In July 2012, the Company issued two convertible secured promissory notes with $25,000 and $25,000 face amounts, respectively, in consideration of two loans of such amounts, one being from a director of the Company. At issuance, each such convertible promissory note was due in July 2017 with interest accruing in amounts equal to 1.8176%, 2.272% and 2.272%, respectively, of the remaining net cash flow of the Company’s subsidiary, AllEnergy - Bell, LLC, and payable each October 31, January 31, April 30 and July 31. Each of these convertible promissory notes was secured by a deed of trust with respect to the Company’s then-owned oil and gas lease located in Taylor County, Texas. Each of the $25,000 face amount convertible secured promissory notes, including accrued interest, has been repaid with a portion of the proceeds from the sale of the Company’s oil and gas lease. See “Repayment of Certain Loans” under Note 18. Subsequent Events.

Also in July 2012 and December 2012, the Company issued, to the same investor, two convertible secured promissory notes with $20,000 face amounts, in consideration of two loans of such amounts. At issuance, these convertible promissory notes were due in July 2017 with interest accruing in amounts equal to 1.8176%, 2.272% and 2.272%, respectively, of the remaining net cash flow of the Company’s subsidiary, AllEnergy - Bell, LLC, and payable each October 31, January 31, April 30 and July 31. Each of these convertible promissory notes was secured by a deed of trust with respect to the Company’s then-owned oil and gas lease located in Taylor County, Texas. In 2014, both of these convertible promissory notes, including accrued interest, were replaced with new promissory notes. See “Issuances of Promissory Notes - 2014” under Note 18. Subsequent Events.

Note 11. Cancellation Agreements

In August 2011, the Company issued convertible promissory notes with an aggregate principal amount of $220,700. At issuance, these notes matured on September 1, 2013, accrued interest at 8% per annum and were payable at maturity, unless converted by the holder into shares of Company common stock at a conversion rate of $0.0345 per share. During 2012, a total of $131,069 of such indebtedness was converted into a total of 3,799,116 shares of Company common stock. Simultaneously with their notes, each party was issued Series A Warrants and Series B Warrants. Series A Warrants provide the holders the right to purchase up to a total of 2,000,000 shares of Company common stock at an exercise price of $0.25 per share and Series B Warrants that provide the holders the right to purchase up to a total of 2,000,000 shares of Company common stock at an exercise price of $0.375 per share. On their issuance, the warrants had a four year life. The values in 2011 were based upon Black-Scholes computations with the following ranges of assumptions: Volatility 41.568%, interest rate 0.67%, expected term of 4 years and stock prices from $0.006. The Company recorded $220,700 as a Debt Discount which is to be amortized over the term of the two year notes at inception. As of December 31, 2012, $124,144 of amortization has been recorded related to the debt discount. Pursuant to a series of agreements, in February 2013, all of these convertible promissory notes, all of the Series A Warrants and all of the Series B Warrants were cancelled, with all principal and accrued interest under the convertible promissory notes being extinguished in addition to two additional promissory notes in the amount of $100,000 were cancelled and extinguished. As a result of the cancellation the net unamortized principal and accrued interest that was extinguished was $409,405 and is recorded in the accompanying financial statements.

Note 12. Loans on Open Account

During the three months ended March 31, 2012, the Company obtained loans on open account in the total amount of $48,000. These loans on open account are payable on demand and the Company accrues interest on these loans at 8%.

Note 13. Settlement of Lawsuit

In March 2013, the Company settled a lawsuit styled ALL Fuels & Energy Corporation v. Energetix, LLC, Energetix Holdings II, LLC and Mitch Miller, Case No. 4:11-CV-00617-JEG-CFB, in the U.S. District Court for the Southern District of Iowa, Central Division, in which the Company was the plaintiff. The Company sued the defendants for violating the terms of a non-circumvention agreement relating to the acquisition of an ethanol plant. The Company received $346,667 and is recorded as other income in the accompanying financial statements.

Note 14. Arbitration Proceedings

In January 2013, the Company instituted arbitration proceedings against one of its former attorneys in a dispute over fees owed to such attorney, with respect to the lawsuit described in the immediately preceding paragraph. This arbitration was settled prior to a hearing.

Also in January 2013, the Company instituted arbitration in an effort to recover $120,000 due and owing from Treaty Energy Corporation under a rescission agreement. This arbitration proceeding concluded in late 2013, with the Company obtaining an award of $120,000. Currently, the Company is attempting to collect on such award.

Note 15. Capital Stock

Common Stock Issued under Debt Conversion Agreement

During the three months ended March 31, 2012, $520,850 in accrued officer salary and interest was converted into a total of 15,097,101 shares of Company common stock, pursuant to a debt conversion agreement, a per share price of $.0345.

Common Stock Issued on Convertible Promissory Notes

During the three months ended March 31, 2012, a total of $131,069 of indebtedness evidenced by convertible promissory notes was converted into a total of 3,799,116 shares of Company common stock, a per share price of $.0345.

Common Stock Issued for Note Extensions

During the ~~nine~~three months ended ~~September~~March 3031, 2012, a total of ~~346~~196,000 shares ~~of common stock~~ were issued pursuant to ~~six~~four separate promissory note extension agreements.

Common Stock ~~Options~~ Issued for ~~Services;~~Director ~~Subscription Receivable; Exercise of Stock Options~~Bonus

InDuring ~~February~~the ~~2012,~~three ~~the~~months ~~Company~~ended ~~entered~~March ~~into~~31, a2012, ~~consulting~~the ~~agreement~~Company ~~with~~issued a ~~third~~total ~~party. This consultant’s sole compensation was the issuance~~ of ~~stock options to purchase 200~~100,000 shares of ~~Company~~its common stock atas anbonuses ~~exercise~~to ~~price~~two of ~~$1.50~~its ~~per share~~directors. These ~~In advance of payment therefor, all 200,000~~ shares ~~underlying such options~~ were ~~issued~~valued byat ~~the Company~~$1.54 Asper ~~of September 30~~share, ~~2012,~~or ~~a total of~~ $~~156~~154,~~900 had been received by the Company in payment of 107~~000,~~934~~ ~~of such shares. Thus, at September 30, 2012, the accompanying balance sheet includes a stock subscription receivable~~ in the ~~amount of $143,100 which relates to 92,066 of such shares~~aggregate.

InCommon ~~addition,~~Stock inOptions ~~May~~for ~~2012,~~Services; ~~the~~Exercise ~~Company entered into three separate consulting agreements with consultants, under which the Company issued stock options to purchase 400,000 shares~~ of ~~Company~~Stock common stock at an exercise price of $1.30 per share and 250,000 shares of Company common stock at an exercise price of $1.00 per share, the exercise price with respect to such 250,000 shares being revised by agreement to $.10 per share. With respect these $.10 stock options, as of September 30, 2012, stock options had been exercised to purchase 80,000 shares for $8,000 in cash.Options

~~Note~~In 13February 2012, the Company entered into a consulting agreement with a third party. ~~Purchase~~This consultant’s sole compensation was the issuance of ~~Oil~~stock ~~and~~options ~~Gas~~to ~~Lease~~purchase 200,000 shares of Company common stock at an exercise price of $1.50 per share. In advance of payment therefor, all 200,000 shares underlying such options were issued by the Company. As of March 31, 2012, a total of $150,000 had been received by the Company in payment of 103,333 of such shares.

In July 2012, the Company completed the purchase of an oil and gas lease located in Taylor County, Texas, which contains approximately 40 acres and a single producing oil well. The purchase price for the subject lease was $250,000 in cash. In addition to the lease, under the purchase agreement, the Company acquired a consent to inject salt water, with respect to a nearby salt water disposal well. In October 2012, after reworking efforts had been completed, the existing well on the lease began to produce oil. In May 2014, the Company sold all of its interest in this lease for $275,000 in cash. See “Note 15~~. Subsequent Events”.~~

Note 1416. Amendment to Certificate of Incorporation

In January 2012, a one-for-fifty reverse split of the Company’s common stock occurred and the Company’s name was changed “All Fuels and Energy Company” to “All Energy Corporation”.

Note 1517. Discontinued ~~Subsequent Events~~Operations

~~Cancellation~~Discontinued ~~Agreements~~operations relates to the oil and gas property that was sold in May 2014. The operations related to the oil and gas property have been reclassified to discontinued operations for current reporting period. There was no activity for the prior reporting quarter.

Pursuant to a series of agreements, in February 2013, certain promissory notes and warrants were cancelled and all principal and accrued interest extinguished, as follows:

	Three Months Ended 3/31/13
Revenue:
Oil and gas revenue	$	15,858
General and administrative		3,509
Amortization		2,583
Impairment charge		13,890
Net loss from discontinued operations	$	(4,124	)

-Note ~~$16,800 promissory note, 8,000,000 Series A Warrants and 8,000,000 Series B Warrants~~18. Subsequent Events

-Sale ~~$88,200~~of ~~promissory~~Oil ~~note, 42,000,000 Series A Warrants~~ and ~~42,000,000~~Gas ~~Series B Warrants.~~Lease

-In ~~$17~~May 2014,~~800~~ ~~promissory~~the ~~note~~Company sold all of its interest in its oil and gas lease located in Taylor County, 8Texas,~~476,190~~ a 40-acre tract containing with two producing oil wells.48 ~~Series~~The Asale ~~Warrants~~price ~~and~~for 8this lease was $275,~~476,190~~000 in cash.48 ~~Series~~With Bthe ~~Warrants~~sale of this producing property, the Company has committed all available resources to obtaining a permit to mine frac sand on property located in Trempealeau County, Wisconsin.

-Frac ~~$10,000~~Sand ~~promissory note, 4,761,904.76 Series A Warrants and 4,761,904.76 Series B Warrants.~~Activities

-Beginning ~~$77,200~~in ~~promissory~~the ~~note,~~first 36half of 2013,~~761,904~~ the Company has been actively pursuing a permit to mine frac sand.76 ~~Series~~With Athe ~~Warrants~~May ~~and~~2014 36sale of its only oil-producing property,~~761,904.76~~ ~~Series~~all Bof ~~Warrants~~the Company’s efforts are now focused on obtaining a permit to mine frac sand on property located in Trempealeau County in Western Wisconsin.

-Wisconsin ~~$12~~Properties. In July 2013,~~500~~ ~~promissory~~the ~~note~~Company, $7through a subsidiary,~~500~~ ~~promissory~~entered ~~note~~into three separate 30-year non-metallic mineral leases relating to contiguous properties located in Trempealeau County, $2Wisconsin,~~500~~ ~~promissory~~on ~~note~~which the Company proposes to establish a frac sand mine (the “ALLEnergy Mine”). In total, ~~$100~~the three properties contain approximately 550 acres,~~000~~ ~~promissory~~of ~~note~~which approximately 265 acres of which would be mined. In addition, in July 2013, the Company entered into three separate land purchase agreements relating to approximately 175 acres adjacent to the ALLEnergy Mine property. On this acreage, the Company proposes to construct a frac sand processing facility and ~~$10~~a rail load-out facility. Based on the Company’s bore testing of the ALLEnergy Mine property,~~000~~ ~~promissory~~such ~~note~~property is estimated to contain approximately 35 million tons of high quality frac sand reserves.

-Frac ~~$10~~Sand Mining Permit Application. In August 2013,~~000~~ ~~promissory~~the ~~note~~Company submitted its application for a permit to establish the ALLEnergy Mine to Trempealeau County, Wisconsin. After submitting its application, the Company engaged in the established process for obtaining its desired permit. In October 2013, the Company’s permit application was denied by the Trempealeau County Environment & Land Use Committee.

~~- $12,500 promissory note, $7,500 promissory note, $2,500 promissory note, $5,000 promissory note and $5,000 promissory note.~~16

-Annexation ~~$100~~Process. Following Trempealeau County’s denial of the Company’s permit application,~~000~~ ~~promissory~~the ~~note~~Company immediately began to pursue the annexation of the ALLEnergy Mine property by the City of Arcadia, Wisconsin. If and ~~$10~~when the ALLEnergy Mine property is so annexed,~~000~~ ~~promissory~~the ~~note~~Company would submit an application for a permit to establish the ALLEnergy Mine to the City of Arcadia. The Company expects a final determination on its annexation proposal from the City of Arcadia in March 2015. The Company cannot predict the outcome of this annexation effort.

14Litigation. In response to Trempealeau County’s denial of the Company permit application, the Company has filed two lawsuits against the Trempealeau County Environment & Land Use Committee, including its individual members. These lawsuits are discussed below under “Frac Sand Mining Permit Litigation.”

Issuances of Promissory Notes – 2013

~~Subsequent~~In to September 302013, ~~2012,~~ the Company ~~issued~~borrowed ~~a convertible secured promissory note with a~~ $20125,000 ~~face~~from ~~amount~~a director, inthrough ~~consideration~~the issuance of a ~~loan~~promissory innote. ~~such~~Initially, ~~amount. Such~~at ~~convertible~~issuance, such promissory note ishad ~~due~~an ~~in December 2017 with~~ interest ~~accruing~~rate inon ~~amounts~~the ~~equal~~unpaid tobalance 1of 10.~~8176~~00% ofper ~~the~~annum ~~remaining~~for ~~net cash flow of~~ the ~~Company’s~~first ~~subsidiary,~~six ~~AllEnergy - Bell~~months, ~~LLC,~~with ~~and~~the ~~payable~~interest ~~each~~rate ~~October~~increasing ~~31,~~by ~~January~~2.50% ~~31,~~every ~~April~~six 30months ~~and~~thereafter ~~July~~until ~~31.~~the ~~This convertible preferred~~ promissory note was ~~secured~~paid byin afull, ~~deed~~with ofa ~~trust~~rate ~~with~~cap ~~respect~~of to18.00%. An ~~the~~interest ~~oil~~only ~~and~~payment ~~gas~~was ~~lease~~due ~~located~~on inSeptember ~~Taylor County~~1, ~~Texas~~2014, ~~and~~with ~~owned~~a byballoon ~~AllEnergy~~payment -of ~~Bell,~~the ~~LLC.~~entire ~~The~~outstanding ~~holder~~balance, ofincluding ~~this~~accrued ~~convertible~~interest, ~~promissory~~payable ~~note~~on ~~has~~or ~~indicated~~before ~~that~~September it1, is2015. In ~~his~~June ~~intention~~2014, tothis ~~convert~~promissory ~~the~~note, ~~entire~~including ~~principal~~interest, ~~amount~~was ~~and~~repaid ~~accrued~~in ~~interest~~full, ~~into~~with ~~shares~~proceeds offrom the Company’s ~~common~~sale ~~stock~~of its oil and gas lease.

In September 2013, the Company borrowed $125,000 from a director, through the issuance of a promissory note. Initially, such promissory note bears interest on the unpaid balance at the rate of 10.00% per annum for the first six months, with the interest rate increasing by 2.50% every six months thereafter until the promissory note is paid in full, with a rate cap of 18.00%. An interest only payment is due on September 1, 2014, with a balloon payment of the entire outstanding balance, including accrued interest, payable on or before September 1, 2015. The promissory note may be prepaid at any time without premium or penalty, except that a minimum interest payment of $12,500 would be due upon any such repayment. This promissory note, including accrued interest, has been repaid by the Company.

Also in September 2013, the Company borrowed a total of $75,000 from a third party, through the issuance of a two separate promissory notes, which bear interest on the unpaid balance at the rate of 5% per annum until paid and are due and payable in September 2014.

In October 2013, the Company borrowed $200,000 from a third party, through the issuance of a promissory note, which bears interest on the unpaid balance at the rate of 5% per annum until paid and is due and payable on the date that is the earlier of (a) the date that is three days immediately following the date on which the Company closes a funding transaction that provides capital to the Company in an amount sufficient to complete the ~~build-out~~buildout of a proposed frac sand mine of the Company and (b) October 2015.

InIssuances ~~February 2014, the Company borrowed $200,000 from a third party, through the issuance~~ of aPromissory ~~promissory~~Notes ~~note,~~– which bears interest on the unpaid balance at the rate of 5% per annum until paid and is due and payable on the date that is the earlier of (a) the date that is three days immediately following the date on which the Company closes a funding transaction that provides capital to the Company in amount sufficient to complete the build-out of a proposed frac sand mine of the Company and (b) February 2016.2014

In February 2014, the Company borrowed $200,000 from a third party, through the issuance of a promissory note, which bears interest on the unpaid balance at the rate of 5% per annum until paid and is due and payable on the date that is the earlier of (a) the date that is three days immediately following the date on which the Company closes a funding transaction that provides capital to the Company in an amount sufficient to complete the buildout of a proposed frac sand mine of the Company and (b) February 2016.

In March 2014, the Company borrowed $100,000 from a third party, through the issuance of a promissory note, which bears interest on the unpaid balance at the rate of 8% per annum until paid and is due and payable on the date that is the earlier of (a) the date that is two (2) years from the date on which the Company first produces frac sand at its proposed mine located in Trempealeau County, Wisconsin, and (b) March 2018.

In April 2014, the Company borrowed $50,000 from a third party, through the issuance of a promissory note, which bears interest on the unpaid balance at the rate of 5% per annum until paid and is due and payable on the date that is the earlier of (a) the date that is two (2) years from the date on which the Company first produces frac sand at its proposed mine located in Trempealeau County, Wisconsin, and (b) April 2016.

~~Common~~In ~~Stock~~May ~~Issued~~2014, asthe ~~Additional~~Company ~~Interest~~borrowed $25,000 from a third party, through the issuance of a promissory note, which bears interest on the unpaid balance at the rate of 5% per annum until paid and is due and payable in May 2015.

In July 2014, promissory notes were issued, as follows:

–

The Company issued a $20,000 face amount first amended promissory note that replaced an existing convertible promissory note of like face amount. This first amended promissory note is no longer convertible into common stock of the Company and bears interest on the unpaid balance at the rate of 10% per annum until paid, which shall be due and payable on the date that is the earlier of (a) the date that is three (3) days immediately following the date on which the Company closes a funding transaction that provides capital to the Company in an amount sufficient to complete the buildout of a proposed frac sand mine wherever located and (b) July 2016.

–

The Company issued four separate promissory notes with aggregate face amounts of $40,000 that replaced two existing secured convertible promissory notes issued to a single investor with aggregate face amounts of $40,000 and four separate promissory notes with aggregate face amounts of $3,583.92 in payment of the accrued interest on the two replaced secured convertible promissory notes. Each of these promissory notes bears interest on the unpaid balance at the rate of 8% per annum until paid, which shall be due and payable on the date that is the earlier of (a) the date that is three (3) days immediately following the date on which the Company closes a funding transaction that provides capital to the Company in an amount sufficient to complete the buildout of a proposed frac sand mine wherever located and (b) July 2016.

–

The Company issued to a director three separate promissory notes with aggregate face amounts of $20,000 in consideration of his loans to the Company of such aggregate amount. Each of these promissory notes bears interest on the unpaid balance at the rate of 15% per annum until paid, which shall be due and payable on the date that is the earlier of (a) the date that is three (3) days immediately following the date on which the Company closes a funding transaction that provides capital to the Company in an amount sufficient to complete the buildout of a proposed frac sand mine wherever located and (b) July 2016.

In August 2014, promissory notes were issued, as follows:

–

The Company issued to a director three separate promissory notes with aggregate face amounts of $10,000 in consideration of his loans to the Company of such aggregate amount. Each of these promissory notes bears interest on the unpaid balance at the rate of 15% per annum until paid, which shall be due and payable on the date that is the earlier of (a) the date that is three (3) days immediately following the date on which the Company closes a funding transaction that provides capital to the Company in an amount sufficient to complete the buildout of a proposed frac sand mine wherever located and (b) August 2016.

–

The Company issued to a director a promissory note with a face amount of $50,000 in consideration of his loan to the Company of such amount. Each of these promissory notes bears interest on the unpaid balance at the rate of 15% per annum until paid, which shall be due and payable on the date that is the earlier of (a) the date that is three (3) days immediately following the date on which the Company closes a funding transaction that provides capital to the Company in an amount sufficient to complete the buildout of a proposed frac sand mine wherever located and (b) August 2016.

In September 2014, promissory notes were issued, as follows:

–

The Company issued to a third party a promissory note with a face amount of $100,000 in consideration of its loan to the Company of such amount. This promissory note bears interest on the unpaid balance at the rate of 8% per annum until paid, which shall be due and payable on the date that is the earlier of (a) the date that is three (3) days immediately following the date on which the Company closes a funding transaction that provides capital to the Company in an amount sufficient to complete the buildout of a proposed frac sand mine wherever located and (b) September 2016.

–

The Company issued to a third party two separate promissory notes with aggregate face amounts of $75,000 in consideration of his loans to the Company of such aggregate amount. Each of these promissory notes bears interest on the unpaid balance at the rate of 5% per annum until paid, which shall be due and payable in August 2016.

In October 2014, the Company borrowed $150,000 from a director, through the issuance of a promissory note. Such promissory note has an interest rate on the unpaid balance of 10.00% per annum for the first six months, with the interest rate increasing by 2.50% every six months thereafter until the promissory note is paid in full, with an interest rate cap of 18.00%. An interest only payment is due in October 2015, with a balloon payment of the entire outstanding balance, including accrued interest, payable in October, 2017.

Issuances of Promissory Notes – 2015

In January 2015, the Company issued five separate convertible promissory notes with an aggregate face amount of $500,000. The principal amount of each of the convertible promissory notes is convertible into shares of Company common stock at the rate of six shares for every $1.00 of principal converted, for an aggregate total of 3,000,000 shares of Company common stock underlying such convertible promissory notes.

Loan and Security Agreement

In October 2014, the Company entered into a loan agreement (the “October 2014 Agreement”) with a third party. Under the October 2014 Agreement, the lender may agree to lend the Company up to $300,000: $100,000 of such loan amount was obtained by the Company upon the closing of the October 2014 Agreement; the remaining $200,000 is available to the Company in increments of $75,000, $75,000 and $50,000, should the lender agree to make such additional funds available, of which there is no assurance. The initial $100,000 in funds was used by the Company primarily to pay costs associated with its pending lawsuit filed against the Trempealeau County, Wisconsin, Environment and Land Use Committee. See “Frac Sand Mining Permit Litigation” in this Note 17. Subsequent Events.

The promissory note issued in connection with the October 2014 Agreement states that all unpaid principal amounts shall bear interest at 15% per annum and is payable monthly in arrears, with a mandatory prepayment requirement, should the Company obtain proceeds from one of the pending lawsuits. Otherwise, all of the unpaid principal and accrued interest under such loan is to be paid on or before June 2016.

In connection with the October 2014 Agreement, the Company and the lender entered into a contingent profits agreement (the “Profits Agreement”). Under the Profits Agreement, the lender is granted a 15% profits interest in the frac sand mining project, the permit for which is the subject of one of the Company’s pending lawsuits. The lender is also granted a 30% interest in all damages recovered by the Company with respect to a separate claim for damages against a third party.

Also in connection with the October 2014 Agreement, the Company issued the lender warrants to purchase shares of Company common stock, as follows: (a) 1,000,000 shares at $.10 per share, (b) 1,000,000 shares at $.20 per share, (c) 1,000,000 shares at $.30 per share, and (d) 1,000,000 shares at $.40 per share. All of these warrants expire in October 2019 and contain provisions regarding the adjustment downward of their respective exercise prices, upon the occurrence of certain events. In addition, all of these warrants provide for their cashless exercise.

Further, under the October 2014 Agreement, the Company and the lender entered into an assignment of membership interests agreement, whereby the Company assigned, as security for the loan, its limited liability company membership interests in its frac sand subsidiaries to the lender.

Warrants

In connection with the October 2014 Agreement, the Company issued the lender warrants to purchase shares of Company common stock, as follows: (a) 1,000,000 shares at $.10 per share, (b) 1,000,000 shares at $.20 per share, (c) 1,000,000 shares at $.30 per share, and (d) 1,000,000 shares at $.40 per share. All of these warrants expire in October 2019 and contain provisions regarding the adjustment downward of their respective exercise prices, upon the occurrence of certain events. In addition, all of these warrants provide for their cashless exercise.

Common Stock Issued as Additional Interest – 2013

In October 2013, the Company issued 200,000 shares of common stock to a third-party as additional interest under a promissory note, which shares were valued at $.026 per share, an aggregate value of $5,200.

Common Stock Issued as Additional Interest – 2014

In February 2014, the Company issued 200,000 shares of common stock to a third-party as additional interest under a promissory note, which shares were valued at $.02 per share, an aggregate value of $5,000.

In March 2014, the Company issued 100,000 shares of common stock to a third-party as additional interest under a promissory note, which shares were valued at $.02 per share, an aggregate value of $2,000.

In April 2014, the Company issued 50,000 shares of common stock to a third-party as additional interest under a promissory note, which shares were valued at $.02 per share, an aggregate value of $1,000.

~~Common~~In ~~Stock~~May ~~Issued~~2014, ~~for~~the ~~Note~~Company ~~Extensions~~issued 25,000 shares of common stock to a third-party as additional interest under a promissory note, which shares were valued at $.05 per share, an aggregate value of $1,250.

In ~~December~~July ~~2012~~2014, ~~a total of 150,000~~ shares of Company common stock were issued ~~pursuant~~as toadditional ~~six~~interest ~~separate~~under promissory ~~note~~notes, ~~extension~~as ~~agreements.~~follows:

~~Common~~– ~~Stock~~The ~~Issued~~Company ~~for~~issued ~~Director~~40,000 ~~Bonuses~~shares of common stock to a third-party, which shares were valued at a per share price of $.04, an aggregate value of $1,600.

In– ~~September~~The ~~2013, the~~ Company issued a total of ~~600~~200,000 shares of ~~its~~ common stock ~~as bonuses~~ to ~~two~~a offour ~~its~~third-parties, ~~directors.~~which ~~These~~ shares were valued at ~~$.07~~a per share, orprice of $42.04,~~000,~~ inan ~~the~~ aggregate value of $8,000.

~~Common~~– ~~Stock~~The ~~Issued~~Company ~~for~~issued ~~Services~~a total of 100,000 shares of common stock to a director, which shares were valued at an average per share price of $.03715, an aggregate value of $3,715.

~~Subsequent~~In toAugust ~~September 30~~2014, ~~2012, in October 2012, the Company issued 340,000~~ shares of Company common stock, ~~in payment of legal services, which shares~~ were ~~valued~~issued atas ~~$.10~~additional ~~per~~interest ~~share,~~under orpromissory ~~$34~~notes,~~000~~ inas ~~the aggregate. In conjunction with this issuance, options to purchase 340,000 shares of common stock at $.10 per share were cancelled.~~follows:

~~Also~~– inThe ~~October~~Company ~~2012,~~issued ~~the~~a ~~Company~~total ~~issued~~of ~~200~~50,000 shares of common stock, ~~pursuant~~ to a ~~consulting agreement~~director, which shares were valued at ~~$.10~~an average per share, orprice of $20.025,~~000~~ inan ~~the~~ aggregate~~. In~~ ~~conjunction~~value ~~with this issuance, options to purchase 200,000 shares~~ of ~~common stock at~~ $1,250.~~30 per share were cancelled.~~

In– ~~April~~The ~~2013, the~~ Company issued 20250,000 shares of common stock to aanother ~~third-party~~director, ~~consultant~~which ~~pursuant~~shares towere valued at a ~~consulting~~per ~~agreement~~share price of $.028, an aggregate value of $7,000.

In September ~~2013~~2014, ~~the Company issued 20,000~~ shares of Company common stock towere aissued ~~third-party~~as ~~consultant~~additional ~~pursuant~~interest tounder apromissory ~~consulting~~notes, ~~agreement.~~as follows:

In– ~~September~~The ~~2013, the~~ Company issued 1200,000~~,000~~ shares of common stock into ~~payment~~a ofthird-party, ~~legal~~which ~~services,~~shares ~~pursuant~~were tovalued at a ~~legal~~per ~~services~~share ~~agreement~~price of $.03, an aggregate value of $6,000.

In– ~~February~~The ~~2014, the~~ Company issued ~~106~~a total of 75,~~150~~000 shares of common stock to a third-party, ~~consultant~~which inshares ~~payment~~were valued at an average per share price of ~~its~~$.0383, ~~consulting~~an ~~services~~aggregate value of $2,875.

In October 2014, the Company issued as additional interest under a promissory note 150,000 shares of common stock to a director, which shares were valued at a per share price of $.03, an aggregate value of $4,500.

Common Stock Issued as Additional Interest – 2015

In January 2015, the Company issued as additional interest under five separate convertible promissory notes a total of 2,000,000 shares of Company common stock, which shares were valued at a per share price of $.045 per share, an aggregate value of $90,000.

Common Stock Issued for Director Bonuses – 2013

In September 2013, the Company issued a total of 300,000 shares of its common stock as bonuses to two of its directors. These shares were valued at $.07 per share, or $21,000, in the aggregate.

Common Stock Issued for Director Bonuses – 2014

In August 2014, the Company issued a total of 400,000 shares of its common stock as bonuses to two of its directors. These shares were valued at $.028 per share, or $11,200, in the aggregate.

Common Stock Issued for Director Bonuses – 2015

In March 2015, the Company issued a total of 100,000 shares of its common stock as bonuses to two of its directors. These shares were valued at $.05 per share, or $5,000, in the aggregate.

Common Stock Issued for Services – 2013

In April 2013, the Company issued 20,000 shares of common stock to a third-party consultant pursuant to a consulting agreement. These shares were valued at $.02 per share, or $400, in the aggregate.

In September 2013, the Company issued 20,000 shares of common stock to a third-party consultant pursuant to a consulting agreement. These shares were valued at $.02 per share, or $400, in the aggregate.

In September 2013, the Company issued 1,000,000 shares of common stock in payment of legal services. By agreement, these shares were valued at $.01 per share, or $10,000, in the aggregate.

Common Stock Issued for Services – 2014

In February 2014, the Company issued 106,150 shares of common stock to a third-party consultant in payment of its consulting services. By agreement, these shares were valued at $.25 per share, or $26,537, in the aggregate.

Common Stock Issued for Services – 2015

In March 2015, the Company issued 50,000 shares of common stock in payment of legal services. These shares were valued at $.05 per share, or $2,500, in the aggregate.

Common Stock Issued for Performance Bonuses

In August 2014, the Company issued a total of 4,000,000 shares to two of its consultants as performance bonuses. These shares were valued at $.028 per share, or $112,000, in the aggregate.

In August 2014, the Company issued 10,000,000 shares to its President as a performance bonus. These shares were valued at $.028 per share, or $280,000, in the aggregate. Also in August 2014, the Company issued 1,050,000 shares to one of its directors as a performance bonus. These shares were valued at $.028 per share, or $29,400, in the aggregate.

Common Stock Issued Pursuant to Convertible Promissory Notes

In August 2014, a total of $9,500 of indebtedness evidenced by convertible promissory notes was converted into a total of 950,000 shares of Company common stock, a per share price of $.01. $5,000 of such converted indebtedness was held by a director, who was issued 500,000 of such issued conversion shares.

Revised Employment Agreement

The Company has entered into a revised employment agreements with its President. As revised, this employment agreement has an initial term of five years, with renewal terms of five years, and pays the officer an annual salary of $240,000. Further, as a signing bonus, this officer was awarded a signing bonus of $120,000, payable as the Company’s operations permit.

16Frac Sand Mining Permit Litigation

~~Exercise~~Subsequent to March 31, 2013, the Company initiated a lawsuit styled All Energy Corporation and AllEnergy Silica, Arcadia, LLC v. Trempealeau County Environment & Land Use Committee, Case No. 13cv245, in the Circuit Court, Trempealeau County, State of ~~Stock~~Wisconsin. By ~~Options~~this lawsuit, the Company seeks damages associated with the Committee’s refusal to grant the Company’s application for a permit to mine frac sand. The outcome of this lawsuit cannot be predicted.

~~Subsequent~~In toNovember ~~September 2012~~2014, ~~stock~~the ~~options~~Company ~~were~~initiated ~~exercised~~a tolawsuit ~~purchase:~~styled ~~(a)~~All 92Energy Corporation and AllEnergy Silica,~~066~~ ~~shares~~Arcadia, ofLLC ~~Company~~v. ~~common~~Trempealeau ~~stock~~County atEnvironment a& ~~revised~~Land ~~per~~Use ~~share~~Committee, ~~exercise~~Trempealeau ~~price~~Coutny Board of ~~$.168~~Supervisors, aJeff ~~total~~Bawek, ofGeorge ~~$15~~Brandt,~~468~~ Ed Patzner, ~~the~~Jr., ~~exercise~~Hensel ~~price~~Vold, ~~having~~Kathy ~~been~~Zeglin, ~~revised~~John ~~from~~Doe, $1and Jane Doe, Case No.30 ~~per~~14-CV-242, ~~share~~in bythe ~~agreement;~~Circuit ~~and~~Court, ~~(b)~~Trempealeau 30County,~~000~~ ~~shares~~State of Wisconsin. By this lawsuit, the Company ~~common~~seeks ~~stock~~damages atassociated awith ~~per~~the ~~share~~Committee’s ~~exercise~~refusal ~~price~~to ofgrant ~~$.10,~~the Company’s application for a ~~total~~permit to mine frac sand. The outcome of ~~$3,000~~this lawsuit cannot be predicted.

~~Settlement~~Third-Party ofLoans ~~Lawsuit~~– 2015

In ~~March~~January ~~2013~~2015, the Company ~~settled~~entered into a ~~lawsuit~~series ~~styled~~of ~~ALL~~five ~~Fuels~~separate &purchase ~~Energy~~agreements, ~~Corporation~~pursuant v.to ~~Energetix,~~which ~~LLC,~~the ~~Energetix~~Company ~~Holdings~~obtained II$500,000 ~~LLC~~in loans and ~~Mitch~~issued ~~Miller,~~five ~~Case~~separate ~~No.~~convertible ~~4:11-CV-00617-JEG-CFB~~promissory notes with $500,000 in ~~the~~total ~~U.S.~~face ~~District~~amounts, ~~Court~~bearing ~~for~~interest at 15% annum and due and payable on the ~~Southern~~date ~~District~~that is one year from the date of ~~Iowa,~~first ~~Central~~commercial ~~Division,~~production inof ~~which~~frac sand at the Company’s ~~was~~proposed ~~the~~mine ~~plaintiff~~located in Trempealeau County, Wisconsin. The convertible promissory notes are convertible into shares of Company ~~sued~~common stock at the ~~defendants~~rate ~~for~~of ~~violating~~six ~~the~~shares ~~terms~~for every $1.00 of aprincipal ~~non-circumvention~~converted, ~~agreement~~for ~~relating~~an toaggregate ~~the~~total ~~acquisition~~of 3,000,000 shares of anCompany ~~ethanol~~common ~~plant~~stock underlying the convertible promissory notes.

~~Arbitration~~Also ~~Proceedings~~under the purchase agreements, the investing parties, as a group, received the following: (1) as additional interest, 2,000,000 shares of Company common stock, which shares were valued at $.045 per share; (2) the right to force the sale of the Company’s wetland credits and to have the proceeds from such sale, in an amount equal to the outstanding principal and accrued and unpaid interest under the convertible promissory notes, paid over to the investing parties; (3) at such time as the outstanding number of shares of Company common stock totals 55,000,000, the shares issued as additional interest shall, thereafter, possess rights of non-dilution, that is, the investing parties’ ownership percentage shall be preserved at 3.636%, as measured after each subsequent issuance of Company common stock, with any shares issued pursuant to this provision being valued at the most recent closing sale price of the Company’s common stock; (4) should the Company, prior to April 15, 2016, (i) fail to obtain the a permit to mine frac sand in Trempealeau County, Wisconsin, or (ii) fail to secure binding commitments for financing in a total amount that is sufficient to commence such frac sand mining operations, then: the investing parties’ protected ownership percentage shall increase to 15% and the shares necessary to bring the investing parties’ ownership percentage to such level issued by the Company, which shares being valued at the most recent closing sale price of the Company’s common stock, and, thereafter, the investing parties’ ownership percentage shall be preserved at 15%, as measured after each subsequent issuance of Company common stock; and (5) the investing parties shall be paid, on an annual basis, up to 10% of gross sales of the Company’s first established frac sand mine located in Trempealeau County, Wisconsin.

During 2013, the Company instituted arbitration proceedings against one of its former attorneys in a dispute over fees owed to such attorney, with respect to the lawsuit described in the immediately preceding paragraph. This arbitration was settled prior to a hearing.22

InDate ~~January~~Through ~~2013,~~Which ~~the~~Subsequent ~~Company~~Events instituted arbitration in an effort to recover $120,000 due and owing from Treaty Energy Corporation under a rescission agreement. This arbitration proceeding concluded in late 2013, with the Company obtaining an award of $120,000. Currently, the Company is attempting to collect on such award.Evaluated

~~Sale~~The date to which events occurring after March 31, 2013, the date of ~~Oil~~the ~~and~~most ~~Gas~~recent ~~Lease~~balance sheet, have been evaluated for possible adjustment to the financial statements or disclosure is April 22, 2015, which is the date on which the financial statements were available to be issued.

In May 2014, the Company sold all of its interest in its oil and gas lease located in Taylor County, Texas, a 40-acre tract with two producing oil wells. The sale price for this lease was $275,000 in cash.23

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

Forward-Looking Statements

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.

This Current Report on Form 10-Q may contain forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking statements herein, or which management may make orally or in writing from time to time, are based on management's beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “expect”, “intend”, “may”, “might”, “plan”, “estimate”, “project”, “should”, “will”, “result” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected.

We caution you that, while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

The current global economic and financial crisis could lead to an extended national or global economic recession. Any further slowdown in economic activity would likely reduce national and worldwide demand for oil and natural gas and result in lower commodity prices for long periods of time. Prices for oil and natural gas are volatile. Costs of exploration, development and production have not yet adjusted to current economic conditions. Prolonged, substantial decreases in oil and natural gas prices would likely have a material adverse effect on our business and business prospects, financial condition and results of operations, could further limit our access to needed funding credit and could hinder its ability to satisfy its capital requirements.

Capital and credit markets experienced unprecedented volatility and disruption over the past several years and continue to be unpredictable. With this market volatility and disruption, the availability of funds for companies like ours has diminished substantially.

Due to these capital and credit market conditions, our company, All Energy Corporation, cannot be certain that funding will be available to us in amounts or on terms acceptable to us. If we are not successful in obtaining sufficient funding on a timely basis on terms acceptable to us, we would be forced to pass up opportunities otherwise available to us, which would have a material adverse effect on our business, financial condition and results of operations.

Jumpstart Our Business Startups Act of 2012

As a company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

Only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management's Discussion and Analysis of Financial Condition and Results of Operations” disclosure.

Reduced disclosure about our executive compensation arrangements.

Not having to obtain non-binding advisory votes on executive compensation or golden parachute arrangements.

Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenue, we have more than $700 million in market value of our stock held by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of these reduced reporting burdens herein, and the information that we provide may be different than what you might get from other public companies in which you hold stock.

2011 Transactions

Change in Control. In August 2011, our company, certain of our affiliates and certain third parties 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. The effective date of this reverse split was January 17, 2012.

Financing Transactions and Issuances of Securities. In connection with the Transaction, we entered into a series of financing-related agreements and issued securities thereunder. These agreements, as well as the remaining outstanding securities associated therewith, have been cancelled by separate agreements.

2012 Transactions

Purchase of Oil Lease. In July 2012, we completed the purchase of an oil and gas lease located in Taylor County, Texas, which contains approximately 40 acres and a single producing oil well. The purchase price for the subject lease was $250,000 in cash. In addition to the lease, under the purchase agreement, the Company acquired a consent to inject salt water, with respect to a nearby salt water disposal well. In October 2012, after reworking efforts had been completed, the existing well on the lease began to produce oil.

Financing Transactions and Issuances of Securities. During 2012, we have derived needed capital for our oil and gas acquisition and operations from the exercise of certain stock options and loans from third parties.

2013 Transactions

Pursuit of Oil-Related Opportunities. During 2013, in addition to operating our oil and gas wells, we pursued the acquisition of a frac sand mine.

Financing Transactions and Issuances of Securities. During 2013, we derived needed capital for our oil and gas operations from such operations and from loans from third parties.

2014 Transactions

Divestiture of Oil and Gas Property. In May 2014, we sold all of our interest in our only producing oil and gas lease located in Taylor County, Texas, a 40-acre tract with two producing oil wells. The sale price for this lease was $275,000 in cash. We used the proceeds of this sale to retire approximately $185,000 of debt, with the balance being applied to our ongoing frac sand mine efforts.

Focus on Frac Sand Mine Acquisition. With the sale of our only oil-producing property in May 2014, all of our efforts are now focused on obtaining a permit to mine frac sand on property located in Trempealeau County in Western Wisconsin. There is no assurance that we will be successful in these efforts, that we will obtain sufficient capital to sustain our efforts or that we will be able to obtain adequate funding to mine frac sand, should we obtain the required permit.

2015 Transactions

In January 2015, we entered into a series of five separate purchase agreements, pursuant to which we obtained $500,000 in loans and issued five separate convertible promissory notes with $500,000 in total face amounts, bearing interest at 15% annum and due and payable on the date that is one year from the date of first commercial production of frac sand at our proposed mine located in Trempealeau County, Wisconsin. The convertible promissory notes are convertible into shares of our common stock at the rate of six shares for every $1.00 of principal converted, for an aggregate total of 3,000,000 shares of our common stock underlying the convertible promissory notes.

Also under the purchase agreements, the investing parties, as a group, received the following: (1) as additional interest, 2,000,000 shares of our common stock, which shares were valued at $.045 per share; (2) the right to force the sale of our company’s wetland credits and to have the proceeds from such sale, in an amount equal to the outstanding principal and accrued and unpaid interest under the convertible promissory notes, paid over to the investing parties; (3) at such time as the outstanding number of shares of our common stock totals 55,000,000, the shares issued as additional interest shall, thereafter, possess rights of non-dilution, that is, the investing parties’ ownership percentage shall be preserved at 3.636%, as measured after each subsequent issuance of our common stock, with any shares issued pursuant to this provision being valued at the most recent closing sale price of our common stock; (4) should our company, prior to April 15, 2016, (i) fail to obtain the a permit to mine frac sand in Trempealeau County, Wisconsin, or (ii) fail to secure binding commitments for financing in a total amount that is sufficient to commence such frac sand mining operations, then: the investing parties’ protected ownership percentage shall increase to 15% and the shares necessary to bring the investing parties’ ownership percentage to such level issued by us, which shares being valued at the most recent closing sale price of our common stock, and, thereafter, the investing parties’ ownership percentage shall be preserved at 15%, as measured after each subsequent issuance of our common stock; and (5) the investing parties shall be paid, on an annual basis, up to 10% of gross sales of our first established frac sand mine located in Trempealeau County, Wisconsin.

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~~Recently Issued Accounting Pronouncements. ~~There~~The ~~were~~FASB noissued ~~recent~~Accounting ~~accounting~~Standards ~~pronouncements~~Update No 2013-02 “Comprehensive Income (Topic 220); Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. The objective of this Update is to improve the reporting of reclassification out of accumulated other comprehensive income. The amendments in this Update apply to all entities that ~~our~~issue ~~company~~financial statements that are presented in conformity with U.S. GAAP and that report items of other comprehensive income. The amendments are effective for reporting periods beginning after December 15, 2013. The Company has adopted this amendment as of the effective date; however the adoption of this amendment will not ~~implemented~~have ~~that~~a ~~materially~~material ~~affect~~impact ~~our~~on the consolidated financial statements of the Company.

~~Results~~Currently, ofthere ~~Operations~~are -no ~~First~~other ~~Nine~~new ~~Months~~accounting pronouncements that were issued to be effective in 2012 ~~vs.~~or ~~First~~subsequent ~~Nine~~thereto ~~Months~~that ~~2011~~would have a material impact on the Company’s financial reporting.

~~Revenues.~~Results ~~During~~of ~~the~~Operations ~~First~~- ~~Nine Months 2012 and the~~ First ~~Nine~~Quarter ~~Months~~2013 ~~2011, we generated no revenues~~vs. ~~During the~~ First ~~Nine~~Quarter ~~Months~~ 2012, our monthly cash operating expenses, which include costs associated with the pursuit of oil and gas opportunities, averaged approximately $10,000. As we continue to acquire additional oil and gas properties, our operating expenses will increase, although we are unable to predict the amount of such increase.

~~Expenses~~Revenues. During ~~Our cash outlays for operating expenses during~~ the First ~~Nine~~Quarter ~~Months~~2013, ~~2012~~we ~~were~~generated $~~273~~15,~~368~~858 upin revenues from ~~$124,053~~our ~~for~~oil ~~the~~and ~~First~~gas ~~Nine~~production ~~Months 2011~~activities. During ~~Our non-cash operating expenses for~~ the First ~~Nine~~Quarter ~~Months~~ 2012, ~~which~~we ~~include~~generated ~~$273,421~~no inrevenues. During ~~stock~~the ~~issued~~First ~~for~~Quarter ~~services and $82~~2013,~~762~~ ~~in debt discount amortization, totaled $356,183;~~ our ~~non-~~monthly cash operating expenses ~~for~~averaged ~~the~~approximately ~~First Nine Months 2011, which include~~ $180,~~300 in stock issued for services and $13,794 in debt discount amortization, totaled $172,360~~000.

~~Recent Events~~Expenses. ~~With~~Our ~~the~~cash ~~sale~~from ofoperating ~~our~~expenses ~~only~~during ~~oil-producing~~the ~~property~~First inQuarter ~~May~~2013 ~~2014~~were $264,878, ~~all~~up offrom ~~our~~($57,587) ~~efforts~~for ~~are~~the ~~focused~~First onQuarter ~~obtaining a permit to mine frac sand on property located in Trempealeau County in Western Wisconsin~~2012. ~~There~~During isthe noFirst ~~assurance~~Quarter ~~that~~2013, we ~~will~~incurred ~~be successful in these efforts~~$12,894 ~~that~~for westock ~~will~~issued ~~obtain~~for ~~sufficient~~services. ~~capital~~Our tonon-cash ~~sustain~~operating ~~our~~expenses ~~efforts~~for orthe ~~that~~First weQuarter ~~will~~2012, bewhich ~~able~~include to$193,200 ~~obtain~~in ~~adequate~~stock ~~funding~~issued tofor ~~mine~~services ~~frac~~and ~~sand~~$61,408 ~~should~~in wewarrant ~~obtain~~expense, ~~the~~totaled ~~required permit~~$254,608.

Financial Condition

At ~~September~~March 3031, ~~2012~~2013, we had $17236,~~710~~749 in cash and a working capital deficit of $~~766~~443,~~722~~075. At December 31, ~~2011~~2012, our cash position was $213,~~978~~649 and our working capital deficit was $~~887~~983,~~318~~270. Currently, we possess approximately $~~150~~100,000 in cash. Our current cash position is adequate to sustain our current level of operations for approximately ~~six~~three months.

Pursuant to ~~the~~a ~~debt~~series ~~conversion~~of ~~agreement~~agreements, ~~one~~in ofFebruary ~~our~~2013, ~~officers~~certain ~~agreed~~promissory tonotes ~~convert~~and warrants were cancelled and all principal and accrued interest extinguished, as follows: $16,800 promissory note, 8,000,000 Series A Warrants and ~~did~~8,000,000 soSeries ~~convert~~B ~~during~~Warrants; ~~the~~$88,200 ~~first~~promissory ~~nine~~note, ~~months~~42,000,000 ofSeries ~~2012~~A Warrants and 42,000,000 Series B Warrants; $~~534~~17,~~650~~800 inpromissory ~~accrued~~note, 8,476,190.48 Series A Warrants and ~~unpaid~~8,476,190.48 ~~salary~~Series ~~into~~B ~~shares~~Warrants; of$10,000 ~~our~~promissory ~~common~~note, ~~stock~~4,761,904.76 atSeries aA ~~conversion~~Warrants ~~price~~and of4,761,904.76 Series B Warrants; $077,200 promissory note, 36,761,904.~~0345~~76 ~~per~~Series ~~share~~A Warrants and 36,761,904.76 ~~for~~Series aB ~~total~~Warrants; of$12,500 15promissory note,~~497~~ $7,~~101~~500 ~~shares~~promissory note, $2,500 promissory note, $100,000 promissory note and $10,000 promissory note; $10,000 promissory note; $12,500 promissory note, $7,500 promissory note, $2,500 promissory note, $5,000 promissory note and $5,000 promissory note; and $100,000 promissory note and $10,000 promissory note.

During 2012, we obtained a total of $338,000 in loans for use in our operations and acquiring oil and gas opportunities, as well as $162,600 from the exercise of stock options. During 2013, we have obtained a total of $420,000 in loans for use in our operations and pursuing oil and gas opportunities.26

~~Pursuant~~Currently, we apply all of our available capital to our efforts in obtaining a ~~series~~permit to mine frac sand. From the May 2014 sale of ~~agreements~~our only producing oil and gas lease, we derived $275,000 in ~~February~~cash. We ~~2013~~used the proceeds of this sale to retire approximately $185,000 ~~certain~~of ~~promissory~~debt, ~~notes~~with ~~and~~the ~~warrants~~balance ~~were~~being ~~cancelled~~applied ~~and~~to ~~all~~our ~~principal~~ongoing ~~and~~efforts ~~accrued~~in ~~interest~~obtaining ~~extinguished~~a permit to mine frac sand. There is no assurance that we will be successful in these efforts, asthat ~~follows:~~we will obtain sufficient capital to sustain our efforts or that we will be able to obtain adequate funding to mine frac sand, should we obtain a permit to mine frac sand.

-In ~~$16~~January 2015,~~800~~ ~~promissory~~we ~~note~~entered into a series of five separate purchase agreements, 8pursuant to which we obtained $500,000 in loans and issued five separate convertible promissory notes with $500,000 ~~Series~~in Atotal ~~Warrants~~face amounts, bearing interest at 15% annum and 8due and payable on the date that is one year from the date of first commercial production of frac sand at our proposed mine located in Trempealeau County, Wisconsin. The convertible promissory notes are convertible into shares of our common stock at the rate of six shares for every $1.00 of principal converted, for an aggregate total of 3,000,000 ~~Series~~shares Bof ~~Warrants~~our common stock underlying the convertible promissory notes.

-Also ~~$88~~under the purchase agreements,~~200~~ ~~promissory~~the ~~note~~investing parties, 42as a group, received the following: (1) as additional interest, 2,000,000 ~~Series~~shares Aof ~~Warrants~~our common stock, which shares were valued at $.045 per share; (2) the right to force the sale of our company’s wetland credits and 42to have the proceeds from such sale, in an amount equal to the outstanding principal and accrued and unpaid interest under the convertible promissory notes, paid over to the investing parties; (3) at such time as the outstanding number of shares of our common stock totals 55,000,000, ~~Series~~the Bshares ~~Warrants~~issued as additional interest shall, thereafter, possess rights of non-dilution, that is, the investing parties’ ownership percentage shall be preserved at 3.636%, as measured after each subsequent issuance of our common stock, with any shares issued pursuant to this provision being valued at the most recent closing sale price of our common stock; (4) should our company, prior to April 15, 2016, (i) fail to obtain the a permit to mine frac sand in Trempealeau County, Wisconsin, or (ii) fail to secure binding commitments for financing in a total amount that is sufficient to commence such frac sand mining operations, then: the investing parties’ protected ownership percentage shall increase to 15% and the shares necessary to bring the investing parties’ ownership percentage to such level issued by us, which shares being valued at the most recent closing sale price of our common stock, and, thereafter, the investing parties’ ownership percentage shall be preserved at 15%, as measured after each subsequent issuance of our common stock; and (5) the investing parties shall be paid, on an annual basis, up to 10% of gross sales of our first established frac sand mine located in Trempealeau County, Wisconsin.

- $17,800 promissory note, 8,476,190.48 Series A Warrants and 8,476,190.48 Series B Warrants.

- $10,000 promissory note, 4,761,904.76 Series A Warrants and 4,761,904.76 Series B Warrants.

- $77,200 promissory note, 36,761,904.76 Series A Warrants and 36,761,904.76 Series B Warrants.

- $12,500 promissory note, $7,500 promissory note, $2,500 promissory note, $100,000 promissory note and $10,000 promissory note.

- $10,000 promissory note.

- $12,500 promissory note, $7,500 promissory note, $2,500 promissory note, $5,000 promissory note and $5,000 promissory note.

- $100,000 promissory note and $10,000 promissory note.

Currently, we apply all of our available capital to our efforts in obtaining a permit to mine frac sand. From the May 2014 sale of our only producing oil and gas lease, we derived $275,000 in cash. We used the proceeds of this sale to retire approximately $185,000 of debt, with the balance being applied to our ongoing frac sand mine efforts. There is no assurance that we will be successful in these efforts, that we will obtain sufficient capital to sustain our efforts or that we will be able to obtain adequate funding to mine frac sand, should we obtain the required permit.

Management’s Plans Relating to Future Liquidity

We will require significant additional capital with which to, first, obtain a permit to mine frac sand on property located in Trempealeau County in Western Wisconsin and, then, to begin commercial production of frac sand thereon. 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 such objectives, there is no assurance that we will be successful in these efforts, that we will obtain sufficient capital to sustain our efforts or that we will be able to obtain adequate funding to mine frac sand, should we obtain the required permit.

21In addition, we will require additional funds, in order to sustain our operations through the remainder of 2014 and all of 2015. We believe we will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete these opportunities. We do not have a current commitment for an equity investment or a loan in any amount.

In addition, we will require additional funds, in order to sustain our operations through the remainder of 2014 and the first half of 2015. We believe we will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete these opportunities. We do not have a current commitment for an equity investment or a loan in any amount.

Capital Expenditures

During the First ~~Nine~~Quarter ~~Months 2012~~2013, we ~~purchased~~made anno ~~oil~~capital ~~and~~expenditures. ~~gas~~During ~~lease~~the ~~located~~First inQuarter ~~Taylor County~~2012, ~~Texas,~~we ~~which~~made ~~contains~~no ~~approximately~~capital ~~40 acres and a single producing oil well~~expenditures. ~~The~~Due ~~purchase price for the subject lease was $250,000 in cash. In addition~~ to the ~~lease,~~uncertainty ~~under~~of ~~the~~our ~~purchase~~obtaining ~~agreement, we acquired~~ a ~~consent~~permit to ~~inject~~mine ~~salt~~frac ~~water~~sand, ~~with~~we ~~respect~~cannot topredict ~~a nearby salt water disposal well. During~~ the ~~First~~amount ~~Nine~~of ~~Months~~our ~~2011,~~future ~~we made no~~ capital expenditures, if any.

Should we be successful in obtaining a permit to mine frac sand, we will require significant additional capital, approximately $40 million. There is no assurance we will be able to obtain such level of capital.27

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 44T. 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 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~~March 3031, ~~2012~~2013, that has materially affected, or is reasonably likely to materially affect, ~~our~~the ~~company~~Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Currently, we are the plaintiff in a lawsuit styled All Energy Corporation and AllEnergy ~~Corp.~~Silica, etArcadia, ~~al.~~LLC v. Trempealeau County Environment ~~and~~& Land Use Committee, Trempealeau Coutny Board of Supervisors, Jeff Bawek, George Brandt, Ed Patzner, Jr., Hensel Vold, Kathy Zeglin, John Doe, and Jane Doe, Case No. ~~2013~~14-CV-~~245,~~242 in the ~~Trempealeau County~~ Circuit Court., WeTrempealeau ~~are~~County, inState aof ~~claim~~Wisconsin. By ~~for~~this ~~certioari relief~~lawsuit, ~~seeking~~we ~~the~~seek ~~reversal~~damages ofassociated with the Committee’s ~~decision~~refusal to ~~deny~~grant usour application for a permit to mine frac sand., Wein ~~are~~violation ~~unable~~of toour ~~predict~~rights under the Fourteenth Amendment of the United States Constitution and 42 U.S.C. §1983. The outcome of this ~~litigation~~lawsuit cannot be predicted.

~~In 2013~~Currently, we are the ~~Company~~plaintiff ~~settled~~in a lawsuit styled ~~ALL~~AllEnergy ~~Fuels~~Corp., &et ~~Energy~~al. ~~Corporation~~ v. ~~Energetix,~~Trempealeau ~~LLC,~~County ~~Energetix~~Environment ~~Holdings II, LLC~~ and ~~Mitch~~Land ~~Miller~~Use Committee, Case No. ~~4:11~~2013-CV-~~00617-JEG-CFB~~245, in the ~~U.S.~~Trempealeau ~~District~~County Circuit Court, ~~for~~State ~~the Southern District~~ of ~~Iowa,~~Wisconsin. ~~Central~~We ~~Division~~are, in ~~which~~a claim for certiorari relief, seeking the ~~Company~~reversal ~~was~~of the ~~plaintiff. The~~Committee’s ~~Company~~decision ~~sued~~to ~~the~~deny ~~defendants~~us ~~for~~a ~~violating~~permit ~~the~~to ~~terms~~mine offrac asand. ~~non-circumvention~~We ~~agreement~~are ~~relating~~unable to predict the ~~acquisition~~outcome of anthis ~~ethanol plant~~litigation.

In 2013, ~~the~~we ~~Company~~settled ~~instituted~~a ~~arbitration~~lawsuit ~~proceedings~~styled ~~against~~ALL ~~one~~Fuels of& ~~its~~Energy ~~former~~Corporation ~~attorneys~~v. inEnergetix, aLLC, ~~dispute~~Energetix ~~over~~Holdings ~~fees~~II, ~~owed~~LLC toand ~~such~~Mitch ~~attorney~~Miller, ~~with~~Case ~~respect~~No. to4:11-CV-00617-JEG-CFB, in the ~~lawsuit~~U.S. ~~described~~District inCourt for the ~~immediately~~Southern ~~preceding~~District ~~paragraph. This~~of ~~arbitration~~Iowa, Central Division, in which our company was ~~settled~~the ~~prior~~plaintiff. toWe sued the defendants for violating the terms of a ~~hearing~~non-circumvention agreement relating to the acquisition of an ethanol plant.

22In 2013, we instituted arbitration proceedings against one of our former attorneys in a dispute over fees owed to such attorney, with respect to the lawsuit described in the immediately preceding paragraph. This arbitration was settled prior to a hearing.

In 2013, ~~the~~we ~~Company~~ instituted arbitration in an effort to recover $120,000 due and owing from Treaty Energy Corporation under a rescission agreement. This arbitration proceeding concluded in late 2013, with ~~the~~our ~~Company~~company obtaining an award of $120,000. Currently, ~~the~~we ~~Company~~are is attempting to collect on such award.

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

During the three months ended ~~September~~March 3031, ~~2012~~2013, we ~~issued~~did ~~unregistered~~not ~~securities,~~issue asunregistered ~~follows:~~securities.

1.All ~~(a)~~other ~~Securities~~unregistered ~~Sold.~~sales Inof ~~July~~equity 2012, $20,000, $25,000 and $25,000 principal amount convertible promissory notes were issued; (b) Underwriter or Other Purchasers. Such promissory notes were issued to Fred MacMillan, Brad Knaack and Galen Knaack, respectively; (c) Consideration. Such promissory notes were issued for $20,000, $25,000 and $25,000, respectively, in cash; and (d) Exemption from Registration Claimed. These securities ~~are~~since ~~exempt from registration under~~ the ~~Securities~~beginning ~~Act~~ of ~~1933,~~2013 ashave ~~amended,~~been ~~pursuant~~reported ~~to the provisions of Section 4(2) thereof, as a transaction not involving a public offering~~previously. ~~These purchasers were sophisticated investors capable of evaluating an investment in our company.~~

~~Subsequent to September 30, 2012, we have issued unregistered securities, as follows:~~28

2. (a) Securities Sold. In December 2012, a $20,000 principal amount convertible promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Fred MacMillan; (c) Consideration. Such promissory note was issued for $20,000 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, as a transaction not involving a public offering. This purchaser was sophisticated investors capable of evaluating an investment in our company.

3. (a) Securities Sold. In December 2012, 300,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to Brad Knaack (150,000 shares) and James R. Broghammer (150,000 shares); (c) Consideration. Such shares were issued for services and were valued at $.07 per share, or $21,000, in the aggregate; 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, as a transaction not involving a public offering. These purchasers were sophisticated investors capable of evaluating an investment in our company.

4. (a) Securities Sold. In December 2012, 150,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to Lee Bear I, LLC (25,000 shares), Sun Bear, LLC (25,000 shares), Russell Duncan (25,000 shares), Brad Knaack (12,500 shares), Gaylen Knaack (12,500 shares), Dean E. Sukowatey (50,000 shares); (c) Consideration. Such shares were issued under separate note extension agreements and were valued at $.07 per share, or $14,000, in the aggregate; 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, as a transaction not involving a public offering. These purchasers were sophisticated investors capable of evaluating an investment in our company.

5. (a) Securities Sold. In April 2013, 20,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to David Bridgewater; (c) Consideration. Such shares were issued pursuant to a consulting agreement and were valued at $.02 per share, or $400, in the aggregate; 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, as a transaction not involving a public offering. These purchasers were sophisticated investors capable of evaluating an investment in our company.

6. (a) Securities Sold. In September 2013, a total of 600,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to Brad Knaack (300,000 shares) and James R. Broghammer (300,000 shares); (c) Consideration. Such shares were issued as bonuses and were valued at $.02 per share, or $12,000, in the aggregate; 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, as a transaction not involving a public offering. These purchasers were sophisticated investors capable of evaluating an investment in our company.

7. (a) Securities Sold. In September 2013, 20,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to Mark Riley; (c) Consideration. Such shares were issued pursuant to a consulting agreement and were valued at $.02 per share, or $400, in the aggregate; 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, as a transaction not involving a public offering. These purchasers were sophisticated investors capable of evaluating an investment in our company.

8. (a) Securities Sold. In September 2013, a total of 1,000,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to the partners of Newlan & Newlan, Ltd.; (c) Consideration. Such shares were issued pursuant to a legal services agreement and were valued at $.017 per share, or $17,000, in the aggregate; 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, as a transaction not involving a public offering. These purchasers were sophisticated investors capable of evaluating an investment in our company.

9. (a) Securities Sold. In October 2013, a $200,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Peter Hoeft; (c) Consideration. Such promissory note was issued for $200,000 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, as a transaction not involving a public offering. This purchaser was sophisticated investors capable of evaluating an investment in our company.

10. (a) Securities Sold. In October 2013, 200,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to Peter Hoeft; (c) Consideration. Such shares were issued as additional interest under a promissory note and were valued at $.03 per share, or $6,000, in the aggregate; 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, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

11. (a) Securities Sold. In February 2014, a $200,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Haas, Inc.; (c) Consideration. Such promissory note was issued for $200,000 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, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

12. (a) Securities Sold. In February 2014, 200,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to Haas, Inc.; (c) Consideration. Such shares were issued as additional interest under a promissory note and were valued at $.025 per share, or $5,000, in the aggregate; 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, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

13. (a) Securities Sold. In March 2014, a $100,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Jim Davis; (c) Consideration. Such promissory note was issued for $100,000 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, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

14. (a) Securities Sold. In March 2014, 100,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to Jim Davis; (c) Consideration. Such shares were issued as additional interest under a promissory note and were valued at $.02 per share, or $2,000, in the aggregate; 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, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

15. (a) Securities Sold. In April 2014, a $50,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Cameron Rail; (c) Consideration. Such promissory note was 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, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

16. (a) Securities Sold. In April 2014, 50,000 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to Cameron Rail; (c) Consideration. Such shares were issued as additional interest under a promissory note and were valued at $.02 per share, or $1,000, in the aggregate; 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, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

17. (a) Securities Sold. In February 2014, 106,150 shares of our common stock were issued; (b) Underwriter or Other Purchasers. Such shares were issued to VIA Rail; (c) Consideration. Such shares were issued as additional interest under a promissory note and were valued at $.25 per share, or $26,537.50, in the aggregate; 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, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

18. (a) Securities Sold. In September 2013, $25,000 and $50,000 principal amount promissory notes were issued; (b) Underwriter or Other Purchasers. Such promissory notes wre issued to William Holst III; (c) Consideration. Such promissory notes were issued for $25,000 and $50,000, respectively, 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, as a transaction not involving a public offering. This purchaser was a sophisticated investor capable of evaluating an investment in our company.

Item 3. Defaults upon Senior Securities.

None.

Item 4. ~~Mine~~Submission ~~Safety~~of ~~Disclosure~~Matters to a Vote of Security Holders.

~~Not~~No ~~applicable~~matter was submitted to our shareholders, during the three months ended March 31, 2013.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No. Description

	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.

31.1 * Certification of Chief Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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: April 28, 2015.	ALL ENERGY CORPORATION

	By:	/s/ DEAN E. SUKOWATEY
			Dean E. Sukowatey, President and Acting Chief Financial Officer

~~32.1 * Certification of Chief Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~29

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: July 7, 2014.

ALL ENERGY CORPORATION By: /s/ DEAN E. SUKOWATEY Dean E. Sukowatey President and Acting Chief Financial Officer

Filing Compare · All Energy Corp