UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~xANNUAL~~ x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2009~~ 2010

~~oTRANSITION~~ ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to_________

Commission file number: 000-31959

~~Nuclear~~U.S. ~~Solutions,~~Fuel ~~Inc.~~Corporation

(Name of registrant as specified in its charter)

NEVADA		88-0433815
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~5505~~277 ~~Connecticut~~White ~~Ave~~Horse NWPike, Ste. ~~191~~200, ~~Washington~~Atco, N.J., DC08004 ~~20015~~

(Address of principal executive offices, including zip code)

Registrant’s telephone number including area code: (~~202~~856) ~~787-1951~~753 — 1046

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: ~~Common Stock, $0.0001 Par Value~~

~~Indicate~~Common ~~by check mark if the registrant is a well-known seasoned issuer~~Stock, ~~as defined in Rule 405 of the Securities Act~~$0.0001 ~~Yes~~Par ~~o No x~~ Value

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or 15(d)~~ of the ~~Exchange~~Securities Act. Yes ~~o No x~~£ No S

Indicate by check mark if the registrant is ~~(1)~~not ~~has~~required ~~filed~~to ~~all~~file reports ~~required~~pursuant to ~~be filed by~~ Section 13 or 15(d) of the ~~Securities~~ Exchange Act ~~of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. Yes ~~x No o~~ ¨ No x

Indicate by check mark if ~~disclosure~~the ofregistrant (1) ~~delinquent~~has ~~filers~~filed inall ~~response~~reports required to ~~Item~~be ~~405~~filed ofby ~~Regulation~~Section ~~S-K~~13 isor ~~not contained~~15(d) ~~herein,~~of ~~and~~the ~~will~~Securities ~~not~~Exchange beAct ~~contained,~~of to1934 during the ~~best~~past of12 months ~~the~~(or ~~registrant’s~~for ~~knowledge,~~such inshorter ~~definitive~~period ~~proxy~~that orthe ~~information~~registrant ~~statements~~was ~~incorporated~~required byto ~~reference~~file insuch ~~Part~~reports), ~~III~~and of(2) ~~this~~has ~~Form~~been ~~10-K~~subject orto ~~any~~such ~~amendment~~filing requirements tofor ~~this~~the ~~Form~~past ~~10-K~~90 days. o Yes ¨ No x

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

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ 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 o ¨ No x

~~As of December 31, 2009, there were 97,890,981 shares of the issuer's common stock outstanding.~~ The aggregate market value of the shares of the issuer's voting stock held by non-affiliates as of June 30, 2010, was $5,~~808~~947,~~659~~ 258.83 based the average of the bid and asked price as quoted on the OTC Electronic Bulletin Board on ~~June~~such ~~30, 2009~~date. ~~The~~As ~~sum~~of ~~excludes~~July ~~the shares held by officers~~31, ~~directors~~2013, there ~~and~~were ~~stockholders whose ownership exceeded 10% of the outstanding shares at June 30~~564, ~~2009~~374,057 inshares ~~that such persons may be deemed affiliates~~ of the ~~Company.~~issuer's ~~This~~common ~~determination~~stock ~~of affiliate status is not necessarily a conclusive determination for other purposes~~outstanding.

[1]

FORM 10-K ANNUAL REPORT

FISCAL YEAR ENDED DECEMBER 31, ~~2009~~2010

~~NUCLEAR~~U.S. ~~SOLUTIONS~~Fuel ~~INC~~Corporation

Item		Page
PART I
1.	Business	3
1A.	Risk Factors	129
1B.	Unresolved Staff Comments	1716
2.	Properties	1716
3.	Legal Proceedings	1716
4.	~~Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures	17
PART II
5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1817
6.	Selected Financial Data	1920
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
7A.	Quantitative and Qualitative Disclosures About Market Risk	22
8.	Financial Statements and Supplementary Data	F1 – F17
9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	23F-18
9A(T).	Controls and Procedures	23
9A.	Controls and Procedures	F-18
9B.	Other Information	24F-20
PART III
10.	Directors, Executive Officers and Corporate Governance	25F-20
11.	Executive Compensation	30F-23
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31F-25
13.	Certain Relationships and Related Transactions, and Director Independence	33F-26
14.	Principal Accountant Fees and Services	34F-26
	PART IV
15.	Exhibits and Financial Statement Schedules	35F-28

[2]

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains many forward-looking statements, which involve risks and uncertainties, such as our plans, objective, expectations and intentions. You can identify these statements by our use of words such as "“may,"” "“expect,"” "“believe,"” "“anticipate,~~" "~~” “intend,"” "“could,"” "“estimate,"” "“continue,"” "“plans,"” or other similar words or phrases. Some of these statements include discussions regarding our future business strategy and our ability to generate revenue, income, and cash flow. We wish to caution the reader that all forward-looking statements contained in this Form 10-K are only estimates and predictions. Our actual results could differ materially from those anticipated as a result of risk facing us or actual events differing from the assumptions underlying such forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this Annual Report on Form 10-K. ~~Readers are cautioned not to place undue reliance on these forward-looking statements.~~ We undertake no obligation to update any of these factors or to publicly announce any change to our forward-looking statements made herein, whether as a result of new information, future events, changes in expectations or otherwise.

Item 1. Description of Business

~~(a)~~This ~~Our~~Form ~~Corporate~~10-K ~~History~~for the period ended December 31, 2010 is being filed in August 2013, due to the Company’s failure to timely file audited financial information for the fiscal years of 2010, 2011 and 2012.

~~The~~In ~~Company~~addition ~~was~~to ~~organized~~filing ~~February~~this ~~27,~~Annual ~~1997~~Report on ~~under~~Form 10-K for the ~~laws~~fiscal ofyear ~~the~~ended ~~State~~December of31, ~~Nevada~~2010, asthe ~~Stock~~Company ~~Watch~~shall ~~Man,~~soon ~~Inc.~~be anfiling ~~internet~~a eForm 10-~~commerce~~K ~~company.~~for Onthe ~~September~~year 12ended December 31, ~~2001~~2011, ~~the~~a ~~Company~~Form ~~amended~~10-K ~~its~~for ~~articles~~the ofyear ~~incorporation~~ended toDecember ~~change~~31, it2012 ~~name~~and toa ~~Nuclear~~Form ~~Solutions,~~10-Q ~~Inc.~~for Atthe ~~that~~quarter ~~time~~ended March 31, ~~our~~2013. ~~primary~~This ~~business~~Report ~~was~~is historically accurate for the ~~development~~period of athis ~~new~~filing ~~type~~and ofalthough ~~nuclear~~we ~~reactor~~include ~~technology.~~some Ascurrent ofinformation, ~~the~~we ~~date~~strongly ofrecommend reading this ~~report,~~Report ~~our~~in ~~business~~conjunction iswith ~~now~~the ~~focused~~Form on10-K ~~the~~for ~~production~~2011 ofand ~~synthetic~~2012, ~~diesel~~as ~~fuel~~well ~~from~~as ~~coal~~the ~~concentrating~~Company's ~~its~~other ~~efforts~~to ~~exclusively~~be onfiled ~~coal-to-diesel~~and ~~projects~~filed ~~already~~quarterly reports ~~underway~~and incurrent reports, to fully understand the ~~state~~Company’s ofcurrent ~~Kentucky~~business and financial situation.

~~(b)~~Our ~~Business~~Corporate ofHistory ~~the~~and ~~Issuer~~Business.

~~Nuclear~~In ~~Solutions,~~light ~~Inc.~~of ~~and its wholly owned subsidiary, Fuel Frontiers, Inc. is engaged in~~ the ~~research,~~timing ~~development, and commercialization~~ of ~~innovative~~this ~~technologies and processes~~filing, in ~~which~~addition ~~are~~to ~~generally~~providing ~~early-stage, theoretical or commercially unproven. We operate~~ a ~~highly~~brief ~~technical~~summary ~~business~~of ~~and~~ our ~~primary~~history, ~~mission~~we isare toalso ~~develop~~providing ~~facilities to produce ultra-clean synthetic diesel from coal and other materials using~~ a ~~plasma-based~~summary ~~gasification~~of ~~system~~the ~~and~~key aevents ~~conventional~~that ~~synthesis~~have ~~gas-to-fuel~~occurred ~~reforming~~since the ~~system~~year ~~based~~ending ~~upon~~December ~~Fisher-Tropsch~~31, ~~technology. In 2008~~2010, ~~The~~which ~~Board~~is ofthe ~~Directors~~last ~~elected~~annual toreport ~~focus~~we ~~the~~filed, ~~company~~through ~~exclusively on~~ the ~~production~~date of ~~synthetic~~this ~~fuels through the FFI subsidiary~~Report. ~~Prior~~Please tonote that, we ~~the~~have ~~company~~previously ~~was~~disclosed ~~developing~~information ~~nuclear~~about ~~technologies~~some inof the ~~areas~~corporate ofactions ~~shielded nuclear material detection~~ and ~~nuclear~~transactions ~~micro-batteries~~ in ~~addition~~further todetail ~~the~~and ~~production~~this ofsection shall ~~synthetic~~serve ~~fuels.~~only ~~Due~~as ~~to the difficulties encountered in raising capital in~~ a ~~declining~~summary ~~economic climate coupled with the limited resources~~ of ~~the~~such ~~company~~events, ~~management~~you ~~made~~are ~~the~~therefore ~~decision~~encouraged to ~~place~~review ~~all~~our ~~nuclear~~prior ~~technology development programs into a dormant state~~filings. The company will continue to maintain the intellectual property associated with the shielded nuclear detection technology program and will seek a buyer or a master licensee for the patents. The company is discontinuing all further business development associated with nuclear micro battery technology and other nuclear legacy technologies.

~~[3]~~Corporate History

~~Production~~US Fuel Corporation (the "Company") was organized on February 27, 1997 under the laws of ~~Ultra-Clean~~the ~~Synthetic~~State ~~Fuels~~of ~~through~~Nevada, ~~our~~as ~~subsidiary~~Stock ~~Fuel~~Watch ~~Frontiers~~Man, Inc. The initial business strategy was to become an informative, comprehensive and user friendly Internet-based financial site by developing and then marketing a website through internet search engines and links to financial resources.

In ~~2005~~2001, the ~~company~~Company ~~entered~~took ~~the~~actions ~~ultra-clean~~to ~~synthetic~~change the ~~fuels~~ business ~~through~~focus afrom ~~new~~web ~~subsidiary~~services ~~called Fuel Frontiers, Inc. (formerly known as Future Fuels, Inc.). The primary business of Fuel Frontiers, Inc. (FFI) is~~ to ~~plan,~~nuclear ~~design, finance, construct, and operate multiple gas-to-liquid synthetic fuel synthesis facilities worldwide to transform virtually cost-free~~ waste ~~materials~~remediation ~~such as used tires, waste coal, solid~~ and ~~liquid~~entered ~~municipal~~into ~~wastes,~~an ~~biomass,~~Asset ~~and~~Purchase ~~other~~Agreement ~~similar low-value societal refuse into high-value gas-~~to~~-liquid~~ ~~fuels~~acquire ~~such as ultra-clean diesel. Fuel Frontiers, Inc. (FFI) is focused on the production of ultra-clean GTL Diesel fuel. Management made~~ a ~~decision~~Patent License toAgreement ~~concentrate~~that oninvolved ~~the~~new ~~market~~technologies ~~for~~believed ~~ultra-clean GTL Diesel fuel due~~ to ~~the~~be ~~maturity~~potentially ~~and~~effective stability of the diesel market place and the greater certainties associated with distribution, integration, production costs and profit margins. Originally, our approach to the production of ultra-clean synthetic fuel was highly focused on the utilization of virtually cost free waste materials as feedstock for our process. We believe our approach to the production of ultra-clean synthetic fuels is differentiated by our business model and technical approach. Our business model focuses on the flexibility to use virtually cost free waste materials, some of which are renewable, in ~~combination with conventional feed stocks such as coal or petroleum coke, as opposed to other approaches which must lock in a certain type of homogeneous feedstock. Our technical approach involves~~ the ~~use~~remediation of anuclear ~~low-emission plasma processing (gasification) system to convert the~~ waste ~~materials into synthesis gas which is then converted into ultra-clean synthetic diesel~~products.

~~System Overview~~3

~~The~~On ~~FFI~~September approach for the production of ultra-clean diesel occurs in two stages. In the first stage the feedstock material is fed into a plasma processing system such as the Westinghouse Plasma Gasifier (WPG) which transforms the feedstock material into synthesis gas12, ~~which is composed of carbon~~2001, ~~hydrogen~~the ~~and~~Company ~~oxygen.~~amended its ~~The~~articles ~~heart~~ of ~~Westinghouse’s~~incorporation ~~Plasma Gasifier contains a plasma field that reaches temperatures up~~ to ~~10,000~~change ~~degrees~~its ~~Fahrenheit.~~name The plasma breaks down feedstock materials--such as coal, used tires, wood wastes as well as petroleum coke and other materials--to their core elements in a clean and efficient manner which generates significant amounts of synthesis gas. Excess heat energy is removed from ~~the~~Stock ~~resulting~~Watch synthesis gas and recovered to generate electricity on-site which can be used to provide power to the system. The cooled synthesis gas is then refined for purity and passed to the second stage. In the second stageMan, the refined synthesis gas, which is composed primarily of carbon, hydrogen and oxygen, is converted into ultra-clean diesel though a modified Fischer-Tropsch gas-to-liquids synthesis process for diesel fuelsInc. ~~The process applies a metallic catalyst~~ to ~~chemically~~Nuclear ~~transform the synthesis gas into a liquid fuel which is then refined to fuel-grade standards. This approach is not entirely new~~Solutions, ~~as early as 1936 in Germany similar technology was used with coal-produced synthesis gas to produce diesel and alcohols on a commercial scale~~Inc. ~~The~~(“NSOL”) ~~FFI approach~~ to ensure ultra-clean synthetic fuel production differs from other approaches mainly because our system can utilize multiple feedstock materials that are normally difficult to utilize in a conventional gasifier. The ability to use heterogeneous materials is a benefit of a plasma processing system. The Westinghouse Plasma Gasifier has the ~~proven~~corporate ~~capability~~name toproperly ~~transform~~reflected ~~a wide variety of waste materials into~~ the ~~synthesis~~new ~~gas~~corporate inbusiness ~~an efficient and environmentally friendly manner~~focus.

~~Notable~~On ~~Events~~September 2, 2005, NSOL formed a wholly owned subsidiary, Fuel Frontiers Inc. (“FFI”), to pursue alternative fuel technology and projects. However, in 2008, we elected to focus the company exclusively on the production of synthetic fuels and activities related to nuclear waste remediation were suspended. When we later re-focused our operations, we no longer needed the subsidiary and dissolved FFI on September 12, 2012.

On ~~November~~July 331, 2005, FFI signed a land lease agreement with Venture III Associates, a New Jersey General Partnership, and a permit and feedstock agreement with Ocean County Recycling Center, Inc., a New Jersey corporation. FFI entered into a fifteen-year land lease with Venture III Associates, renewable for up to 90 years, for an approximate six-acre site in Toms River, New Jersey to build a proposed 52 million gallon waste-to-fuel production facility in exchange for 1,000,000 shares of FFI common stock. When the facility commences operations FFI will pay Venture III $240,000 dollars annually in equal monthly installments, plus three (3%) percent of the net operating profit of the waste-to-fuel facility when the facility begins operations. The payment of the 1,000,000 shares of FFI common stock was deferred by Venture III until groundbreaking occurs for the waste to fuel facility on said property. Originally, this project was intended to produce synthetic ethanol. Due to unfavorable market conditions for ethanol and local community concerns this project is being reevaluated by management to determine an appropriate technology and target product that will present a viable and attractive opportunity to our shareholders and the local community. In 2007, FFI and Connecticut-based Startech Environmental Corporation have mutually terminated their global strategic alliance to utilize startech plasma gasification systems, which was originally entered into on March 13, 2006~~. In 2007~~, ~~we paid $100,000 to Westinghouse Plasma Corporation (WPC) for engineering services related to~~ the ~~design~~Company ~~engineering~~formed ofanother wholly aowned Westinghouse Plasma Gasification system intended for an FFI synthetic diesel facility. In February 2008, FFI paid Shaw Stone & Webster (Shaw), a division of The Shaw Group Inc., for engineering services that will provide a technical basis for a 400 Tonne per day Coal-To-Liquid (CTL) Ultra-Clean Diesel fuel production facility in Muhlenberg County, Kentucky. On July 23, 2008, Jack Young, 79, Vice President of Nuclear Solutions, Inc. and President of our subsidiary, ~~Fuel~~Liquidyne ~~Frontiers~~Fuels, ~~Inc.,~~which ~~tendered~~has ~~his~~had ~~resignation~~no ~~from~~activity ~~both~~through ~~executive~~June ~~officer positions~~2013. Subsequently, on July 24, 2008, the board of directors appointed David C. Maland, 52, to succeed Mr. Young as President of Fuel Frontiers, Inc. (FFI). Prior to his appointment as president, Mr. Maland was an independent business consultant for the last five years.

~~[4]~~On June 10, 2011, the Company's name was changed from Nuclear Solutions, Inc. to US Fuel Corporation, with a singular focus to design, build, own and operate coal-to-liquid (“CTL”) facilities.

~~Development~~As ~~Agreement~~further ~~and~~described ~~Amendments:~~below, on June 14, 2011, the Company's Articles of Incorporation were amended to, among other things, increase the authorized common stock capital from 100,000,000 shares of common stock, par value $0.0001 to 800,000,000 shares of common stock (the Company also has 10,000,000 shares of preferred stock, par value $0.001).

InOn ~~2007,~~October Kentucky fuel Associates agreed to pay Fuel Frontiers, Inc. $2,000,000 per facility as associated with a Development Agreement between FFI and Kentucky Fuel Associates, Inc. (herein, KFA) which was originally signed on July 30, 2007 and subsequently amended twice. The purpose of the Development Agreement is to initially explore development opportunities for a coal-to-gas-to-liquid fuels (CTL) production facility in the State of Kentucky. FFI has focused corporate efforts in the area of CTL production technologies. KFA has expertise and business relationships in Kentucky which may compliment FFI’s CTL efforts. FFI has granted KFA the exclusive right to locate and develop CTL production projects in the State of Kentucky and the non-exclusive right to perform the same functions throughout the United States. KFA will also have the right to match any third parties proposals for CTL production projects in the United States, subject to FFI’s approval. In consideration of the Development Agreement and for each site located by KFA and accepted by FFI for development, FFI has agreed to pay KFA Seven (7~~%) percent of the net pre-tax income for each CTL production facility for the life of each facility. Additionally~~, ~~in consideration for KFA’s $2~~2011,~~000,000~~ ~~funding,~~FINRA ~~FFI~~approved ~~will grant KFA a two and one-half (2.5%) percent equity interest in~~ the name ~~first~~change CTL facility developed by KFA. The Development Agreement has a ten (10) year term and is renewable, at the election of the parties, for an additional five (5) year term. The Agreement may be terminated for a breach of any material provision which remains uncured for more than ninety (90) days following written notice of the breach. On September 3, 2008, FFI received $625,000 from Kentucky Fuel Associates. These funds were initially granted to ~~KFA~~US by Muhlenberg County, Kentucky for the design, engineering and related development expenditures for a Coal-to-Liquids (“CTL”) facility to be located in Muhlenberg county designated for the production of ultra-clean synthetic diesel fuel from local coal. In May 2008, KFA announced it would assign the $625,000 grant over to its development partner Fuel ~~Frontiers,~~Corporation ~~Inc. The $625,000 received represents a partial payment associated with this Development Agreement. Competition in the alternative~~ and ~~synthetic fuel marketplace is developing. We have identified Range Fuels, Inc. of Colorado as developing a similar approach to~~ the ~~production~~symbol ofchange ~~ethanol using wood wastes which are converted in to syngas and subsequently into ethanol. We believe their approach differs~~ from ~~ours~~NSOL in the way their syngas is produced and in the variety of simultaneous feed materials that can be processed. Currently, we are focusing our efforts in the state of Kentucky, Muhlenberg County for our first coal to ~~ultra-clean diesel production facility~~USFF. The projected output of a typical project can range from approximately 50,000,000 gallons per year to 200,000,000 gallons per year. We currently estimate that the inside battery limits cost of an ultra-clean synthetic diesel waste-to-fuel facility producing approximately 50,000,000 gallons per year could range from $300,000,000 to $400,000,000. This estimate range is qualified by the fact that the actual cost of any facility can be significantly affected by factors such as the exact nature and terms of the project, the market price for engineering, labor and raw construction materials and any environmental or regulatory costs which are highly project dependent.

WeOn ~~will~~September ~~require additional capital to develop these projects. Over the next twelve months~~10, ~~we anticipate raising additional capital through debt~~2012, ~~grants~~pursuant orto ~~equity financing. The financing requirements for each project can be substantially different from one another and may or may not result in significant dilution and or increased indebtedness of~~ the Board's ~~company.~~unanimous Weconsent ~~intend~~ to ~~build our facilities with modular expansion capability to allow for increased future production and/or gasification of additional or diverse feedstock (waste materials). As of the date of this report~~same, ~~we have retained Stone and Webster, LTD. Of Milton Keynes, England, a subsidiary of~~ the ~~Shaw~~following ~~Group~~events ~~for~~took ~~design engineering, procurement, construction, and production operations for our renewable fuel projects currently in the planning stages.~~ place:

~~[5]~~1. Paul Adams was appointed as the Company's Chief Operating Officer;

As a matter of policy and our business model, we intend to outsource engineering, procurement, construction as well as daily facility management and operations of any future facilities to qualified and experienced providers2. ~~Over~~Stephen ~~the~~Luck ~~next~~was ~~twelve~~appointed ~~months, we anticipate that FFI's development efforts will continue to focus on engineering plant designs~~ as ~~well~~a asmember ~~project development and financing. These elements will play critical roles in the establishment~~ of ~~FFI's waste-to-fuel projects. While we believe that~~ the ~~appropriate~~Board technologies for waste-to-synthetic fuels such as ultra-clean diesel are commercially available, there is, however, no guarantee that commercially available technologies will be appropriate in every instance for the production of fuels and any of FFI's proposed facilities. Moreover, there could be unexpected problems or delays in the funding, construction and operation of the facility. There is no guarantee that FFI will be successful in raising the capital required for this project. Over the next twelve months we anticipate that FFI will require a minimum of approximately $500,000 to sustain operations. We anticipate raising this money through debt and/or equity financing which may result in substantial dilution, and/or increase the company's indebtedness.Directors;

~~The~~3. ~~Company owned 100% of the issued and outstanding common stock of FFI represented by 30,000,000 shares~~Mr. OnSchwartz ~~June~~resigned ~~12,~~from ~~2009,~~ the ~~Company~~Executive entered into a Stock Purchase Agreement and sold 10%, or 3,000,000 FFI common shares (the “Shares”) to Schrader & Associates Defined Benefit Pension Plan (herein, “Schrader”) for the sum of $350,000.Committee;

~~FFI granted Schrader demand and piggyback registration rights on the Shares~~4. ~~Schrader~~The ~~granted~~Executive ~~the~~Committee ~~Company~~was ~~the~~dissolved ~~first~~because ~~right~~it ofaccomplished ~~refusal~~its topurpose ~~match~~and orwas ~~exceed~~no ~~any~~longer ~~third party bona fide offer to purchase the Shares until June 12, 2014.~~needed;

~~Additionally, on June 12, 2009, in consideration of $~~5~~,000,~~. ~~the~~FFI ~~Company~~shall ~~granted~~be ~~Schrader~~dissolved. anThe ~~option~~technology toembedded ~~purchase~~in ~~an additional 10% of~~ FFI ~~for~~was ~~the~~deemed ~~sum~~unfeasible ofand ~~$350,000.~~could ~~The~~not ~~option~~be ~~expired on September 12, 2009.~~financed;

On6. ~~June~~It ~~30,~~was ~~2009,~~decided ~~Schrader~~that ~~partially~~Mr. ~~exercised~~Stanley ~~the~~Drinkwater ~~option~~will ~~and~~cast ~~purchased~~the antie ~~additional~~breaking ~~1,500,000~~vote ~~common~~in ~~shares~~the case of ~~FFI~~a dead lock. G & A Capital, ~~which~~Development ~~represents~~LLC ~~5.0%~~also ~~percent~~agreed ofto ~~the~~this ~~issued~~provision and ~~outstanding~~to ~~common~~proxy ~~stock~~their ofvotes ~~FFI,~~to ~~for~~Mr. ~~proceeds~~Stanley ofDrinkwater ~~$175,000~~if required (See "G & A Capital Agreement" below).

~~Management~~On ~~Agreement~~September 20, 2012, OTC Markets removed the label of “Caveat Emptor”, also known as the “Skull and Crossbones” from the Company's ticker symbol.

InHistory ~~conjunction~~& ~~with~~Progress ~~the sale~~ of ~~its~~Business partial interest in FFI on June 12, 2009, the Company, FFI and Schrader entered into a Management Agreement, (the “Agreement”). The Agreement states that the Company will use the proceeds of the sale of the Shares according to the Company’s use of proceeds Schedule which is attached the Agreement. Additionally, the Company has agreed to nominate and appoint, and or vote into office one person named by Schrader who will be seated as a member of the FFI board of directors for a 12-month term.Plans/Operations

~~FFI~~Since 2008, ~~upon~~the ~~receipt~~business of ~~funds from~~ the Company’s has ~~use~~been ofto ~~proceeds~~design, ~~schedule~~build, ~~has~~own ~~agreed~~and tooperate ~~purchase~~facilities ~~certain~~to ~~real~~gasify ~~property~~coal ~~located~~and inconvert ~~Muhlenberg,~~that ~~Kentucky~~coal-derived ~~(the~~gas ~~“Muhlenberg~~into ~~Property”)~~liquid ~~for~~fuel. ~~the~~The ~~proposed~~Company’s initial ~~construction~~plans ofinvolved developing a ~~Coal~~large scale coal-to-~~Liquids~~liquid (“CTL”) ~~plant~~facility ~~for~~that ~~approximately~~combined ~~$150,000.~~a ~~FFI~~plasma ~~has~~gasification process ~~agreed~~with ~~to take title to the Muhlenberg Property in such~~ a ~~manner~~Fischer-Tropsch soprocess ~~that the property ownership would automatically transfer~~ to ~~Schrader~~convert incoal ~~the event FFI were~~ to ~~file~~liquid ~~a petition in Bankruptcy Court, wind-up or liquidate~~fuel.

Additionally, if FFI were to abandon its pursuit of a CTL plant on the Muhlenberg Property because FFI’s inability to obtain all appropriate approvals and permits required for a CTL plant, then FFI would sell the Muhlenberg Property and use the net proceeds to acquire another property for a CTL plant according to the same type of acquisition and title structure.4

IfIn ~~FFI~~2008, ~~were~~to ~~able~~supplement tointernal ~~secure~~planning activities, anthe ~~off-take~~Company ~~agreement~~retained orMr. ~~fuel~~Paul ~~purchase~~Adams ~~agreement~~and ~~for~~Mr. ~~fuels~~Steven ~~from~~Luck ~~its~~as ~~proposed~~consultants ~~CTL~~to ~~Plant,~~develop ~~that~~a ~~would~~facility ~~permit~~business ~~FFI~~plan and economic model to ~~secure~~be used to obtain project financing,. orThe ifinitial ~~FFI~~focus ~~were~~was toon ~~secure~~building ~~project~~a large scale plasma gasification based CTL facility. A technically feasible plan was developed, but financing ~~using~~for such a large scale project in the ~~Muhlenberg~~economic orenvironment ~~similar~~of ~~property~~2008 asand 2009 ~~collateral~~was problematic. Accordingly, in 2008, the ~~Schrader~~then ~~would~~Board ~~quit~~of ~~claim~~Directors elected to focus the ~~future~~Company ~~interest~~exclusively inon ~~and~~the toproduction of synthetic fuels through the ~~property~~FFI subsidiary. Activities related to ~~FFI~~nuclear waste remediation were suspended and have not been in active development; historical data regarding those efforts is included in the Form 10-K for the year ended December 31, 2009.

~~[6]~~During the summer of 2010, Mr. Adams and Mr. Luck worked with then President and CEO of the Company, John Fairweather to modify the plans developed in 2008. Mr. Adams developed an advanced draft of a modified project plan and Mr. Luck identified a potential funding source for the project described in that plan. However, for reasons unknown, Mr. Fairweather broke contact with Mr. Adams and Mr. Luck in September 2010.

~~About~~In ~~Our~~2011, ~~Nuclear~~with ~~Technology~~new leadership in place, the Board of Directors evaluated the Company’s position. Given the tough economy and other issues facing the Company, i.e. not being current with its SEC filings, the skull and cross bones “Caveat Emptor” or “Buyer Beware” on the Company's ticker symbol, the pending lawsuits and the large debt on the Company's books, the Board knew that it would be difficult to raise and receive the capital it needed to maintain operations. Finally, in May 2011, the Company entered into financing negotiations with G & A Capital, Development ~~Business:~~LLC, a New Jersey limited liability company ("G & A Capital"), which led to the execution of a Stock Purchase Agreement on May 12, 2011.

~~Please~~G ~~note:~~& The Company’s nuclear technologies are no longer under active development. This section is being provided as a matter of historical reference and as a historical reference to provide a background into the previous business development efforts of the company. The company operates this business by hiring technical expertise to develop innovative and emerging technologies that we believe have significant market potential. We strive to develop technologies identified as viable to the point that they may be licensed, joint-ventured or sold to an industrial or governmental entity, or otherwise commercialized. We do not maintain technical facilities or a laboratory of our own. Our business model is to utilize the technical facilities and capabilities of appropriate outside laboratories under contract to us when appropriate. By taking advantage of existing technology infrastructures, this preferred method of technology development reduces capital investment costs and the length of time required to develop technologies. This is especially important in light of the extensive requirements for the government approval and safe handling of nuclear materials. Any development efforts contemplated or planned that involve nuclear materials are intended to be carried out by an existing and already licensed scientific or technical facility through the establishment of a contractual relationship. This approach also mitigates the potential liability involved with the handling and use of nuclear materials. We have identified several facilities in the United States and abroad that have the capabilities we may require in the future. As an example, we may contract with or establish a teaming relationship with a U. S. national laboratory such as Los Alamos National Labs, Lawrence Livermore National Labs, or others that have a history and willingness to perform work under well-established contracting channels such as Cooperative Research and Development Agreements (CRADA) and Work for Others (WFO) agreements. Although we believe this is adequate for our development purposes and preferable in the case of nuclear material handling, we may choose to operate our own laboratory facility in the future, subject to available capital. When a technology is deemed market ready, the company will offer it to potential customers for commercial licensing. As an example, after the successful prototype construction and operation of our shielded nuclear material detector, we will offer the sensor system to companies that have the appropriate experience to integrate the sensor into a working environment to meet the performance criteria as required by the end user. We do not intend to establish technology or product manufacturing operations of our own, nor do we intend to establish extensive marketing and distribution operations of our own except in the case of our subsidiaries that are involved in the production of synthetic fuels. Our business model as it relates to product technology development is centered on the sale and/or licensing of our technologies through strategic partnerships with companies that have established manufacturing, sales and marketing infrastructures. By way of example, companies that could be potential partners for our shielded nuclear material detection technology may be: Lockheed-Martin, General Atomics, Raytheon and other such companies. Currently we do not have any partnership agreements or material contracts with the aforementioned companies. Our primary role, when developing a product technology, is to add value by initially developing and providing the enabling core intellectual property to our customers and partners. Typically, after licensing, we will remain involved as a consultant for the customer to ensure appropriate technology transfer to the customer and to assist with any improvements or modification that may be needed during the course of commercialization. This is a highly leveraged business model that is believed by management to offer the greatest advantages in terms of corporate flexibility, and reduced capital requirements compared to a traditional research and development operation. However, management is opportunistic and may consider adopting a production model if the right conditions are met. We will pursue all avenues that will lead to the commercialization of our technologies. Since our business model is to establish partnerships during development and ultimately as production and marketing partners for our technologies, we are constantly looking for and evaluating potential strategic partners. We especially require partnerships to take advantage of the business opportunities available through government agencies such as the Homeland Security Advanced Projects Agency (HSARPA), The Defense Advanced Research Projects Agency (DARPA) and others. A ~~partnering~~Capital relationship with experienced companies that have a positive track record of providing products or services to the government agencies that are our potential customers in the related field will probably increase the likelihood that we could secure money from the government to develop one of our technologies for a specific government need.Agreement

The ~~following~~G is& aA ~~general~~Capital Stock ~~example~~Purchase ofAgreement, aas ~~technology~~amended ~~development~~on ~~plan~~May 13, 2011, provided, in pertinent part, as follows:

1) . G & A ~~market~~Capital ~~opportunity~~would ispurchase ~~identified~~5,000,000 inshares of the Company's preferred stock for an ~~area~~aggregate ofpurchase ~~interest~~price toof us$662,540.37;

2~~) A~~. The Company ~~technical~~agreed ~~assessment~~to amend its Articles of Incorporation to, among other things, increase the ~~opportunity~~authorized ~~and~~common ~~existing~~stock ~~related~~capital ~~technologies~~from 100,000,000 isshares ~~performed~~of ~~with~~common anstock, ~~appropriate~~par ~~combination~~value $0.0001 to 800,000,000 shares of ~~in-house~~common stock (the Company also has 10,000,000 shares of preferred stock, par value $0.001. At the time of the agreement, the Company had 97,980,981 shares of common stock and ~~outside~~0 ~~analysis~~shares of preferred stock issued and outstanding.

3~~) If~~. Upon amendment of the ~~technical~~Articles ~~assessment~~of ~~indicates~~Incorporation, aG ~~viable~~& ~~market~~A Capital would exchange the 5,000,000 ~~research~~shares isof ~~performed~~preferred tostock ~~identify~~for 164,402,076 shares of common shares, with the preferred shares being cancelled and ~~define~~returned anto ~~appropriate~~the ~~technology~~treasury.

4~~) The~~. Upon the ~~technology~~exchange ~~identified~~of in the ~~previous~~preferred ~~step~~stock isfor ~~reevaluated~~the incommon ~~light~~stock, of the ~~expected~~Company ~~development~~would ~~costs~~issue ~~and~~G ~~market~~& ~~opportunity.~~ A ~~decision~~a iswarrant ~~made~~ to ~~proceed~~purchase ~~with~~up ~~identified~~to ~~technology~~496,277,915 shares ~~suspend~~of ~~development,~~common orstock ~~research~~common ~~supplementary~~shares ~~approaches~~for an aggregate price of $2,000,000.

5~~) Intellectual~~. G & ~~property~~A isCapital ~~secured~~agreed ~~through~~to ~~initiation~~distribute the shares of ~~the~~Company ~~patent~~common ~~process~~stock ~~and/or~~that ~~identified~~it ~~technology~~owned isto ~~licensed.~~members ~~Selected~~of ~~technologies~~the ~~may~~Company's bemanagement ~~kept~~and key ~~proprietary~~individuals orat ~~trade~~their ~~secret~~discretion.

6~~) Selected~~. G ~~technology~~& isA ~~validated~~Capital agreed to relieve, discharge, assume and/or pay ALL of the outstanding debt, financial obligations and all other liabilities incurred by anthe ~~appropriate~~Company ~~laboratory~~(including, ~~under~~among ~~contract~~other things, accrued expenses and accrued compensation), excluding contingent liabilities (ie: Schrader Litigation (please see Legal Proceedings, below), subject to a limitation of liability, so long as the liability was incurred on or before September 31, 2011 and the total dollar amount is not greater than 8 Million Dollars.

7) Once successfully validated, the technology is then marketed to appropriate entities for licensing or sale. Depending on the technology being developed, a strategic partnership arrangement may be consummated at many different points along the development track. The company intends to commercialize our technologies through: strategic partners, joint-venture partners, licensees, and other customers who will carry out project implementation, manufacturing, end-user marketing activities, and deployment of our technologies. We intend to generate revenue from the licensing, sale, and other usage agreements associated with our technologies.5

~~[7]~~As per the above terms, Articles of Incorporation were so amended on June 14, 2011.

~~NUCLEAR~~In ~~TECHNOLOGIES:~~2011, as a result of the G & A Capital Stock Purchase Agreement, the Company's liabilities were reduced by $372,500.

~~GRAVIMETRIC~~On ~~SHIELDED~~May ~~NUCLEAR~~15, ~~MATERIAL/PORTABLE~~2012, ~~NUCLEAR~~G ~~WEAPON~~& ~~DETECTOR~~A ~~(Patented,~~Capital partially ~~United~~exercised ~~States~~their ~~Patents~~Warrant 7to purchase 300,~~298~~851,~~469,~~000 7shares of common shares; as a result of such exercise,~~511,831~~ ~~and~~G 7& A Capital held 465,~~511~~253,~~832)~~076 shares of the Company's common stock.

~~Please~~During ~~note:~~2012, ~~The~~G ~~Company’s~~& ~~nuclear~~A ~~technologies~~Capital ~~are no longer under active development. This section is being~~ provided ~~as a matter of historical reference and as a historical reference to provide a background into~~ the ~~previous~~following aggregate ~~business~~executive ~~development~~compensation efforts of the company. We are developing a new and unique technology to be integrated into a passive primary portal system that would screen trucks and shipping containers in real time for the presence of shielded nuclear weapons useable materials such as ~~Uranium~~per (U-235) and Plutonium (Pu-239). The company is working on funding the prototype construction of a highly sensitive, portable, low cost, and ruggedized detection device that responds to minute gravitational gradient anomalies. These disturbances are produced by high-density nuclear materials such as Uranium and Plutonium. Unlike radiation, the force of gravity cannot be shielded and is a unique new concept for the detection of shielded nuclear weapons. The company is unaware of any other device with similar targeted performance and size. The company owns three issued United States Patents covering technology for the detection of shielded nuclear materials (United States Patents 7,298,469, 7,511,831 and 7,511,832) On March 15, 2005, we entered into a License Agreement with I.P. Technology Holding, Inc.(IPTH), a New Jersey corporation. We granted I.P. Technology a limited license for the right to the purchase and resell products based on our patent pending technology for the detection of shielded fissile nuclear materials to all non-federal police and fire agencies in the United States for the patent life of the technology. Additionally, IPTH has the right to sub-license their rights under the terms of the license with the approval of the company. IPTH has agreed to pay Nuclear Solutions the sum of Nine Million Seven Hundred Thousand ($9,700,000) Dollars over a ten (10) year period, payable on a Bi-annual basis in the amount of $485,000 Dollars, or more, until paid in full. To the extent this technology is commercialized, we will be entitled to an eight (8%) percent royalty payment on all I.P. Technology Holding gross revenue related to this technology. On January 10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology Holding, Inc. Wherein license fees totaling $465,416 on December 31, 2005 were deferred until April 2006 and IPTH's payment schedule was changed to biannual. Due to the suspension of active development related to this technology, the company has no expectation of further revenue being received under the terms of the licensing agreement with IPTH.:

Over the next 12 months, subject to available resources, our development plan for our gravimetric nuclear material detector is as follows:

Name	Share Amount
Stanley Drinkwater		76,050,000
Harry Bagot		33,000,000
William Chady (1)		10,000,000
Garry Sparks (2)		7,500,000
Steven Luck		10,000,000
Paul Adams (3)		10,000,000

~~· Maintain~~1) Mr. Chady is a member of Kentucky Fuel Associates, Inc. (“KFA”), a company with whom FFI entered into a collaborative arrangement for the ~~related~~development ~~intellectual~~of ~~property~~coal-based gas-to-liquid (“CTL”) fuel production facilities in the State of Kentucky. (See, "Note 2, Collaborative Agreement").

~~· Secure~~2) Mr. Sparks is General Product Manager to Kentucky Fuel Associates, Inc. (“KFA”), a ~~strategic~~company ~~commercial~~with whom FFI entered into a collaborative arrangement for the development ~~partner~~of coal-based gas-to-liquid (“CTL”) fuel production facilities in the State of Kentucky. (See, "Note 2, Collaborative Agreement").

~~· Seek~~3) aIn ~~potential~~March ~~buyer~~2013, orG ~~master~~& ~~licensee~~A ~~for~~Capital ~~the~~provided ~~technology~~Mr. Adams with an additional 5,000,000 shares of common stock for executive compensation.

~~[8]~~Starting in June 2011, Mr. Bagot, Mr. Adams and Mr. Luck picked up from the earlier coal-to-liquid planning efforts and began working together to develop and refine a project plan that could be financed. The key to the new plan was a focus on a smaller, scalable facility, as financing was problematic for the typical large-scale plants previously considered by the Company.

~~Nuclear~~On ~~Micro-Batteries~~December 1, 2011, the Company entered into an agreement with Paul Adams and Steve Luck for them to

~~Please note: The Company’s nuclear technologies are no longer under active development~~a. ~~This~~Perform ~~section is being provided as~~ a matter of historical reference and as a historical reference to provide a background into the previous business development efforts of the company. This program is aimed at developing embeddable micro-batteries that can supply long-lasting power for computer chips, micro motors, remote sensors, implantable medical devices, and other defense and aerospace applications. This technology issurvey ~~also known as radioisotope micro power generation or RIMS (radioisotope micro power sources). The science of nanotechnology is the design of Electrical~~ and ~~mechanical~~recommend ~~systems smaller than the width of~~ a ~~human~~gasification hair. The field of nanotechnology includes making functional microscopic mechanical devices like motors, gear systems, and pumps. This field also includes making electronic circuits on an atomic scale. An opportunity exists to address the problem of providing reliable power to these devices for a long period of time. As electronic circuits and nanomachines grow ever smaller, a problem is created by the fact that conventional batteries cannot shrink to the same size and still hold enough power for the device to function for a reasonable period of time. Our micro battery technology ~~may solve this problem by drawing energy from an embedded radioactive isotope due to the fact that radioisotope batteries are known to have power densities up to 1~~,~~000~~ ~~times~~prepare greater than achievable with conventional chemical battery technology. In order to focus our limited resources more effectively, management has elected to suspend this program until further notice. In November 2003, the Company entered into a ~~licensing~~business ~~option~~plan agreement for three issued U.S. patents for nuclear micro-battery technology (Pat. Nos. 6,118,204; 6,238,812) with Jackie Brown. The company purchased a one-year option to exclusively license the technology, with an additional six month first right of refusal, in exchange for 100,000 shares of our common stock. In January 2008, the company renewed its exclusive license option agreement with Jackie Brown in exchange for 300,000 shares of common stock and ~~the payment of all patent maintenance fees for the patents subject to the license agreement. When the company does choose to exercise its rights under the licensing option agreement, we will execute~~ a ~~license~~project ~~royalty~~proforma ~~agreement for 7% of the after tax profits on the sale or licensing of the technology~~ to besubmit ~~paid~~ to Ms. Brown. In January 2009, the License option agreement with Ms. Brown expired. The company is not currently in discussions with Ms. Brown to renew the license option agreement. Our micro battery technology relies on the application of Tritiated amorphous silicon as a beta voltaic, thin film, intrinsic energy conversion device. A beta voltaic battery is a radioisotope based battery that converts energy from beta particles released by a beta emitting source, such as tritium, into electrical power. Common semiconductor designs of beta voltaic batteries use a semiconductor p-n junction device that is either directly exposed to beta decay (Lucent Technologies, Betabatt) or is illuminated by photons created when betas strike a phosphor(Trace Photonics, Inc.). These common beta voltaic batteries suffer from technical problems in that the directly irradiated cells suffer material degradation of the p-n junction limiting the operating life to days while the photo conversion systems are indirect and limited by efficiency to less than 1%. Furthermore, another limitation of conventional beta voltaic batteries and P-N junction devices is the self-absorption of beta energy in the source itself. In order to reduce the self-absorption of beta energy we incorporate the isotope into the lattice of a semiconductor. Tritiated amorphous silicon is a novel thin film material where a suitable radioisotope is bonded with silicon in the amorphous network or adjacent to it. Thin-film contact potential ~~Tritiated~~funding amorphous silicon cells have been built and operation verified by an independent laboratory. We are aware of several types of radioisotope batteries in development by organizations such as Lucent, The University of Wisconsin, and Trace Photonics, Inc. and Betabatt, Inc. While we believe that our technology is superior due to higher resistance to degradation, our competitors have greater access to capital and resources.sources

~~The~~b. ~~operation~~Recommend ofcontract ~~our~~terms ~~micro battery was proven by an independent lab. However~~(assurances, itremedies isand ~~still~~incentives) ~~considered a development stage technology. We cannot guarantee~~ that ~~this~~should ~~technology~~be ~~will~~considered ~~receive~~in any ~~additional~~agreement ~~patents~~with orfeedstock ~~that~~providers ~~the~~and ~~technology can be successfully commercialized.~~Off-takers;

~~The company does not anticipate engaging in further development activities regarding nuclear micro-battery technology over the next 12 months.~~ 6

~~[9]~~c. Assist Company in initial project and long term corporate planning activities, including, without limitation, identifying and negotiating agreements with appropriate technology providers, sources of feedstock, locations of facilities and potential Off-takers.

~~TRITIATED~~d. ~~WATER~~Assist ~~REMEDIATION~~Company ~~TECHNOLOGY~~in ~~(TWR)~~long term planning would include, without limitation, a time line for development of additional projects, creating appropriate supply chain and technology relationships to take advantage of economies of scale and other economic development activities to be associated with coal gasification projects in Kentucky.

~~Please~~Under ~~note:~~this ~~The~~agreement, ~~Company’s~~Adams ~~nuclear~~and ~~technologies~~Luck ~~are~~would remain nothe ~~longer~~owners ~~under active development. This section is being provided as a matter~~ of ~~historical~~all ~~reference~~deliverables and ~~as a historical reference to provide a background into~~ the ~~previous~~Company ~~business~~will ~~development~~have ~~efforts of~~ the ~~company.~~exclusive ~~The~~right ~~company~~to ~~was~~use ~~previously~~those ~~developing~~deliverables aupon ~~technique~~payment ~~for Tritiated water remediation by way~~ of ~~isotope separation~~specified compensation. ~~This~~Pursuant ~~was~~ to ~~be a method to reduce~~ the ~~volume of stored water contaminated with tritium~~agreement, ~~the radioactive isotope of hydrogen. The TWR development program was aimed at developing~~ a ~~Tritiated~~formal ~~water separation~~ technology ~~that~~survey ~~can~~commenced bein ~~transportable~~January ~~and~~2012 ~~modular~~that orled integrated directly into a nuclear power plant. The specific target market for this technology is tritium contaminated water (Tritiated water) produced as a by-product of nuclear complex activities. In 2004 we filed two patent applications with the United States Patent and Trademark Office to ~~secure~~preliminary ~~the rights to the tritium remediation~~ technology. selections ~~Additionally~~ in ~~2005~~June we2012 ~~filed~~and 2final ~~international patent applications based on our previously filed U.S. Patent Applications. Due to the company’s shift to the production of synthetic fuels the pending patents associated with this~~ technology ~~have~~selections ~~been abandoned. The company does not anticipate engaging~~ in ~~further~~December ~~development activities regarding TWR technology over the next 12 months~~2012.

~~Competition~~Commencing in January 2012, the Company began a technology survey to determine the most appropriate technology to carry out its plans. Pursuant to the survey results, we determined to use a fluidized bed gasification system provided by Emery Energy ("Emery") and to develop proprietary gas conditioning and cleaning process, along with a scalable gas-to-liquid process, in coordination with 1st Resource Group ("Resource Group"); we are party to a Memorandum of Understanding with each of Emergy and Resource Group as further described below.

~~Competition~~On inMay ~~the fields in which the company is endeavoring is complex. During 2009~~22, ~~we did not generate any revenues and we are competing against companies that have significantly greater financial~~2012, ~~technical,~~the ~~political~~Company ~~and~~executed ~~human~~a consulting ~~resources.~~contract ~~We are competing~~ with ~~national~~Brian ~~laboratories,~~Wishneff ~~universities,~~& ~~and established corporations~~Associates, ~~such~~LLC asto ~~Lockheed-Martin,~~manage ~~General~~the ~~Atomics,~~process ~~and~~associated ~~Raytheon~~with ~~among~~certain ~~other~~tax ~~similar~~credit ~~companies. There are well-established organizations within our business segments~~ programs that ~~have~~might ~~both~~be ~~name~~applicable ~~recognition~~to ~~and histories of implemented technologies. In nuclear-related businesses,~~ the ~~competitive~~Muhlenberg ~~field~~County ~~is relatively small but intense and can raise significant barriers to entry. Competition usually stems from name recognition~~project, ~~price, marketing resources, and expertise. Although we have retained marketing and consulting expertise, established competitors could enter the market~~ with ~~new,~~a ~~competing~~special ~~technologies~~focus ~~at any time. Our ability to complete will depend~~ on the ~~capabilities~~New ofMarket ~~the~~Tax ~~market-ready~~Credit ~~technologies and how well we will be able to market these technologies~~program. Additional methods of competition include prior track record of competing for government contracts and experience, greater access to scientific and technical personnel, greater access to capital, greater access to technical facilities, and name or brand establishment.

~~[10]~~On July 27, 2012, Shaw Environmental & Infrastructure, Inc. delivered its Phase I Environmental Site Assessment of the site in Central City, Kentucky, the Company selected for its first coal to diesel project. The report was prepared in conformance with the scope and limitations of ASTM Practice E1527 and was requested as part of the Company’s pre-acquisition due diligence; the report did not reveal any evidence of recognized environmental conditions in connection with the property. However, the report did note that the property included areas formerly designated as wetlands and advised to ensure all applicable wetlands related requirements are followed if facility construction activities would impact those wetlands. The property has been fully developed, so we do not anticipate any issues in this regard.

~~Plan~~On August 14, 2012, the Company entered into a Master Services Agreement (“MSA”) with Global Private Funding, Inc.("Global"), which included provisions for Global to provide the ~~next~~Company 12with ~~months~~business incubation services, legal & compliance services and underwriting services. The Company proceeded to achieve the milestones established by Global to obtain funding, but Global was unable to provide the funding as promised. Accordingly, on April 22, 2013, the Company terminated the Global MSA for cause.

~~Over~~As more specifically disclosed in the ~~next~~Current Report 12on ~~months,~~Form 8-K that we ~~plan~~filed with the SEC on ~~raising~~December ~~working~~18, ~~capital~~2012 to(the ~~fund~~"December ~~development~~8K"), ofin ~~these~~November ~~technological~~2012, ~~areas~~we ~~through~~signed ~~private~~a general ~~placements~~Letter of ~~debt~~Intent or(LOI) ~~equity,~~with ~~using~~Empyrean ~~our~~West ~~common~~(Empyrean) ~~stock~~wherein Empyrean agreed to assist in ~~lieu~~the funding of ~~cash~~our coal-to-liquid (“CTL”) fuel projects in multiple locations in Kentucky. On April 22, ~~and~~2013, ~~applying~~we entered into a more specific Letter of Intent with Empyrean pursuant to which Empyrean agreed to fund up to 65% of the loan cost (the “Empyrean Portion”) for ~~government~~the ~~grants~~CTL facilities specifically planned for Muhlenberg County and Perry County, ~~where~~Kentucky. ~~appropriate~~The April 2013 LOI positions us to begin work on our first two facilities to convert coal into high quality liquid fuels, including ultralow sulfur diesel and jet fuel. The ~~implementation~~Empyrean ofPortion ~~Company's~~is ~~business~~dependent ~~development~~upon ~~phases~~certain ~~outlined~~conditions, ~~above~~over which we may not have any control, contained in the LOI; accordingly, there is no guarantee we will receive the Empyrean Portion. If we do not receive the Empyrean Portion, we may not be ~~dependent~~able to find alternative funding sources on ~~successful~~acceptable ~~financing~~terms, or at all. ~~Financing~~The ~~options~~Empyrean ~~may~~Portion ~~include~~shall be paid through an EB-5 loan. In 1990, as part of a ~~combination~~general overhaul of ~~debt~~the ~~and~~legal ~~equity~~immigration ~~financing.~~system, ~~Equity~~Congress ~~financing~~created ~~may~~the ~~result~~fifth inemployment-based apreference for ~~substantial~~the ~~equity~~issuance ~~dilution~~of toUnited ~~existing~~States ~~shareholders~~visas.

~~Significant Assets~~7

~~Our~~On ~~significant~~December ~~assets~~7, ~~include:~~2012, ~~Our~~the ~~portfolio~~Company ofentered into ~~intellectual~~a ~~property~~Memorandum ~~which includes trade secrets and know-how in the areas~~ of ~~weapon~~Understanding ~~detection~~(MOU) ~~via~~with ~~specific~~1st ~~density~~Resource ~~detection~~Group (~~United~~1RG) ~~States~~to ~~Patents~~jointly ~~7,298,469,~~develop ~~7,511,831~~ and ~~7,511,832),~~commercialize ~~project~~a ~~development~~complete Coal ~~work~~to ~~and~~Liquid ~~engineering~~Fuels ~~associated~~Process. ~~with~~Under the ~~CTL~~terms ~~projects~~of inthis ~~Kentucky and our fifteen-year land lease with Venture III Associates~~MOU, ~~renewable~~the ~~for~~Company upand to1RG 90will ~~years, for an approximate six-acre site in New Jersey.~~jointly:

~~Progress~~1. Develop a proprietary process to clean and condition coal-derived synthesis gas – syngas (the “Gas Conditioning Process”);

~~Progress in the development of our technologies has been slower than expected due to the lack of personnel and lack of working capital~~2. WeDevelop ~~anticipate increasing staffing levels over the next 12 months. We estimate~~ a ~~working~~proprietary ~~capital~~process ~~requirement of at least $500,000 dollars over the next 12 months~~ to ~~maintain~~convert operations at a minimum level. For the year ended December 31, 2009, we have relied on the services of outside consultants. We currently have one full time employee. In order for us to attract and retain quality personnel, we anticipate we will have to offer competitive salaries to future employees. We do anticipate our employment base will increase to approximately 5 full time employees during the next 12 months. The successful development of any of our current projects would necessitate that wecleaned ~~would incur additional cost for personnel. This projected increase in personnel is dependent upon our generating revenues~~ and ~~obtaining~~conditioned ~~sources~~syngas ofinto ~~financing.~~liquid ~~There~~fuel ~~is no guarantee that we will be successful in raising~~ (the ~~funds~~“GTL ~~required~~Process”); ~~or generating revenues sufficient to fund the projected increase in the number of employees. We believe that the success of our business will depend, in part, on our ability to attract, retain,~~ and motivate highly qualified sales, technical and management personnel, and upon the continued service of our senior management and key sales and technical personnel. We cannot assure you that we will be able to successfully attract, retain, and motivate a sufficient number of qualified personnel to conduct our business in the future. We have two executive officers. John Fairweather is the President and Chief Executive Officer. Kenneth Faith, Chief Financial and Principle accounting officer. John Fairweather is the president of our subsidiary Fuel Frontiers, Inc. In addition to the named officers, we retain the following independent contractors and consultants: 1- technical and scientific, 5-business consultants, 1-lobbyist, 3-legal, and 2-administrative. Our employees are currently not represented by a collective bargaining agreement, and we believe that our relations with our employees are good.

~~[11]~~3. Integrate the Gas Conditioning Process and the GTL Process with a 300 ton-per-day (TPD) gasifier to produce approximately 525 barrels (22,050 gallons) of liquid fuel, consisting of approximately 50% diesel and 50% jet fuel (the “300 TPD CTL Facility”).

The Company, jointly with 1RG shall own the Gas Conditioning Process and the GTL Process, with the Company having exclusive world-wide rights to use the Gas Conditioning Process and the GTL Process on all projects in which coal is the feedstock and 1RG has exclusive world-wide rights to use the Gas Conditioning Process and GTL Process on all projects in which natural gas is the feedstock. The Company and 1RG will joint venture on any project involving a feedstock other than coal and natural gas.

The Company plans to build a CTL facility that will process 300 ton-per-day ("TPD") of coal to produce synthetic fuels; such facility will be developed as a template capable of being rapidly replicated on multiple sites. Each individual facility is expected to cost approximately $120,000,000 and create 50 direct jobs.

On December 17, 2012, the Company entered into a Memorandum of Understanding (MOU) with Emery Energy (Emery), whereby the Company engaged Emery to provide the coal gasification process for the Company 300 TPD CTL Facility. The Emery Bubbling Fluid Bed Gasifier technology will be licensed to the Company, with exclusive rights available to the Company for deployment in the Commonwealth of Kentucky upon achievement of certain deployment milestones.

On January 11, 2013, the Company’s offer to purchase real property for coal-to-liquid facility in Perry County, Kentucky was accepted. The site is commonly known as the Weyerhaeuser Truss Building, located at 610 Trus Joist Ln, Hazard, KY 41701 and consists of a structure of approximately 500,000 square feet, located on a parcel of +/- 92 acres.

On January 22, 2013, the Company’s offer to purchase real property for a coal-to-liquids facility in Muhlenberg County, Kentucky was accepted. The site consists of approximately 126.1 acres of real property in Muhlenberg County, Kentucky near the community of Cleaton, Kentucky along U.S. Hwy. 431 and adjacent to an operating surface coal mine.

On March 15, 2013, the Company executed an employment contract with Paul Adams as Chief Operating Officer. The Company board of directors approved the agreement in September 2012 and it was immediately transmitted to Global Private Funding under the MSA. After six months of no response from Global Private Funding, the agreement was modified slightly to remove references to Global Private Funding from the agreement and it was executed.

On April 26, 2013, the Company executed a joint venture with Renewed World Energies, Inc. (“RWE”), a majority owned subsidiary of Aventura Equities, Inc. (OTC pink: AVNE), to integrate RWE’s patent pending Photo bioreactor into our CTL plants planned for Muhlenberg County and Perry County, Kentucky. The proprietary CTL process we intend to develop will include the ability to capture the carbon dioxide produced by the CTL process. Once captured, the carbon dioxide will be put to use to grow algae using the RWE Photo bioreactor. The RWE system circulates the water, nutrients, and CO2 required to grow the algae through the tank and panels, with the entire process continuously monitored and the growth environment automatically adjusted to maximize output.

On May 3, 2013, we executed a Teaming Agreement with Woolpert, Inc. ("Woolpert"), pursuant to which Woolpert will be the Lead Design Consultant and Design-Build Program Manager to provide the necessary planning, design and preliminary design-build documents in coordination with the CTL process engineers for our CTL plants planned for Muhlenberg County and Perry County, Kentucky.

Discussions with both RWE and Woolpert began prior to the termination of our agreement with Global, however Global did not show any interest in either entity and took no action to support our engagement with either entity. Following termination of the MSA with Global, we completed the formal agreements disclosed above with RWE and Woolpert.

Major Officer/Director Changes

As disclosed below, after a 10 day suspension period, Mr. Fairweather was terminated as the Company's CEO, President and all positions he held with the company in March 2011.

On March 26, 2011, the Board of Directors appointed Harry Bagot as a Director and as the new President and Chief Executive Officer. The Company then formed an Executive Committee, consisting of Stanley Drinkwater, Harry Bagot, William Chady and Kenneth Faith, to refocus the corporate purpose on the building of coal-to-diesel facilities. Later, in June 2011, Mr. Robert Schwartz was also appointed to the Executive Committee.

Mr. Faith resigned as Chief Financial Officer and left the Executive Committee on May 10, 2011; this action was required by a third party in order for Mr. Faith to participate in another business opportunity; his relationship with The Company was excellent.

On May 13, 2011, the Board of Directors hired William Chady, C.P.A., who is also a director, as the Company's Chief Financial Officer.

As disclosed in the Current Report on Form 8-K that we filed on July 24, 2013, on July 15, 2013, the Board of Directors formally accepted the previously received resignations of Mr. Paul Adams and Mr. Stephen Luck, who served as our Chief Operating Officer and a member of our Board of Directors, respectively; such resignations were effective immediately.

Litigation (Please also see, Legal Proceedings)

As disclosed in the Company's prior public filings, a former shareholder of FFI (Scott Schrader - "Schrader") instituted litigation against the Company and FFI in the fall of 2010. Schrader is the Plan Sponsor, Plan Administrator Fiduciary and Participant of Schrader & Associates Defined Benefit Pension Plan ("Schrader"), the co-plaintiff, with whom we entered into a Stock Purchase Agreement and a Management Agreement in 2009. The litigation resulted in questionable actions by, and the ultimate termination of Mr. Fairweather on March 23, 2011. When Mr. Fairweather left the Company, he took many company files and refused to return them. Such actions are currently the subject of a criminal case against Mr. Fairweather.

On October 11, 2011, the Company entered into an agreement with Larry E. Harris under which Harris would receive ½ of 1% of the net operating income of the first US Fuel coal-to-liquid plant commissioned by the Company. This agreement was reached as the settlement of a dispute between the Company, G & A Capital and Harris.

On July 30, 2012, Schrader filed a complaint against FFI in the Commonwealth of Kentucky, Muhlenberg Circuit Court Division, as Civil Action No. 12-CI-352 to Quiet Title on property acquired by FFI. (The property that is the subject of this litigation is not the site selected for the Company's current coal to diesel facility in Muhlenberg County.) On September 10, 2012, the Board of Directors unanimously approved Mr. Bagot's execution of a quit claim deed to resolve the action.

On May 10, 2013, Global Private Funding filed a civil action, number SC120696 in the Superior Court of the State of California, County of Los Angeles, West District.

Item 1A. RISK FACTORS

~~The~~Although ~~Company~~we isare ~~subject~~not required to provide this information since we are a ~~high~~smaller ~~degree~~reporting company, we are voluntarily providing such information in light of ~~risk~~the risks associated with our company and our lack of revenue. ~~The~~Before ~~following~~you ~~risks~~invest in our securities, ifyou ~~any~~should ~~one~~be oraware ~~more~~that ~~occurs,~~there are ~~could~~various ~~materially~~risks. ~~harm~~You ~~the~~should ~~business,~~consider ~~financial~~carefully ~~condition~~these orrisk ~~future~~factors, ~~results~~together ofwith ~~operations~~all of the ~~Company~~other information included in this annual report before you decide to purchase our securities. If ~~that~~any ~~occurs,~~of the ~~trading~~following ~~price~~risks ofand ~~the~~uncertainties ~~Company’s~~develop ~~common~~into ~~stock~~actual events, our business, financial condition or results of operations could ~~decline~~be materially adversely affected.

~~Cautionary Factors that may Affect Future Results~~9

We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business and our products. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us.

Trends, Risks and Uncertainties

The Company has sought to identify what it believes to be the most significant risks to its business as discussed in "Risk Factors" above, but cannot predict whether or not or to what extent any of such risks may be realized nor can there be any assurances that the Company has identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to the Company's common stock.

Limited operating history; anticipated losses; uncertainly of future results

The Company has only a limited operating history upon which an evaluation of the Company and its prospects can be based. The Company’s prospects must be evaluated with a view to the risks encountered by a company in an early stage of development, particularly in light of the uncertainties relating to the business model that the Company intends to market and the potential acceptance of the Company’s business model. The Company will be incurring costs to develop, introduce and enhance its products, to establish marketing relationships, to acquire and develop products that will complement each other, and to build an administrative organization. To the extent that such expenses are not subsequently followed by commensurate revenues, the Company's business, results of operations and financial condition will be materially adversely affected. There can be no assurance that the Company will be able to generate sufficient revenues from the sale of its products and services. The Company expects that negative cash flow from operations may exist for the next 12 months as it continues to develop and market its products and services. If cash generated by operations is insufficient to satisfy the Company's liquidity requirements, the Company may be required to sell additional equity or debt securities. The sale of additional equity or convertible debt securities would result in additional dilution to the Company's shareholders.

~~Risk~~Intellectual ~~Factors:~~Property Rights

~~INTELLECTUAL~~The ~~PROPERTY~~Company ~~RIGHTS~~regards its patents, trademarks, trade secrets, and other intellectual property (collectively, the "Intellectual Property Assets") as critical to its success. The company relies on a combination of patents, trademarks, and trade secret and copyright laws, as well as confidentiality procedures, contractual provisions, and other similar measures, to establish and protect its Intellectual Property Assets.

The company regards its patents, trademarks, trade secrets, and other intellectual property (collectively, the "Intellectual Property Assets") as critical to its success. The company relies on a combination of patents, trademarks, and trade secret and copyright laws, as well as confidentiality procedures, contractual provisions, and other similar measures, to establish and protect its Intellectual Property Assets.

We generally enter into confidentiality and invention agreements with our employees and consultants. However, patents and agreements and various other measures we take to protect our intellectual property from use by others may not be effective for various reasons, including the following:

· Our pending patent applications may not be granted for various reasons, including the existence of similar patents or defects in the applications; parties to the confidentiality and invention agreements may have such agreements declared unenforceable or, even if the agreements are enforceable, may breach such agreements;

· The costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement cost prohibitive;

· Even if we enforce our rights aggressively, injunctions, fines and other penalties may be insufficient to deter violations of our intellectual property rights; and

· Other persons may independently develop proprietary information and techniques that, although functionally equivalent or superior to our intellectual proprietary information and techniques, do not breach our patented or unpatented proprietary rights.

Because the value of our company and common stock is rooted primarily in our proprietary intellectual property, our inability to protect our proprietary intellectual property or gain a competitive advantage from such rights could have a material adverse effect on our business.

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In addition, we may inadvertently be infringing on the proprietary rights of other persons and may be required to obtain licenses to certain intellectual property or other proprietary rights from third parties. Such licenses or proprietary rights may not be made available under acceptable terms, if at all. If we do not obtain required licenses or proprietary rights, we could encounter delays in product development or find that the development or sale of products requiring such licenses is foreclosed.

We anticipate that any business model we develop will be subject to change. At this time it is impossible for us to predict the degree to which demand for our products will evolve or whether any potential market will be large enough to provide any meaningful revenue or profit for us.

We have not been profitable since our inception. There ~~Although we believe that we may recognize revenues during the next twelve months based on our license agreement with IPTH, and expressions of interest from third parties, there~~ can be no assurances as to when and whether we will be able to commercialize our products and technologies and realize any revenues. Our technologies have never been utilized on a large-scale commercial basis.

We expect that we will continue to generate losses until at least such time as we can commercialize our technologies. No assurance can be given that we can complete the development of any technology or that, if any technology is fully developed, it can be manufactured and marketed on a commercially viable basis. Furthermore, no assurance can be given that any technology will receive market acceptance. We are subject to all risks inherent in the establishment of a developing or new business. ~~Certain nuclear technologies we are developing may be regulated now or in the future by the United States Government and may subject to regulatory requirements or export restrictions.~~

Management of Growth

The Company expects to experience growth in the number of employees relative to its current levels of employment and the scope of its operations. In particular, the Company may need to hire scientists, as well as sales, marketing and administrative personnel. Additionally, acquisitions could result in an increase in employee headcount and business activity. Such activities could result in increased responsibilities for management. The Company believes that its ability to attract, train, and retain qualified technical, sales, marketing, and management personnel, will be a critical factor to its future success. During strong business cycles, the Company may experience difficulty in filling its needs for qualified personnel.

The Company's future success will be highly dependent upon its ability to successfully manage the expansion of its operations. The Company's ability to manage and support its growth effectively will be substantially dependent on its ability to implement adequate financial and management controls, reporting systems, and other procedures and hire sufficient numbers of financial, accounting, administrative, and management personnel. The Company is in the process of establishing and upgrading its financial accounting and procedures. There can be no assurance that the Company will be able to identify, attract, and retain experienced accounting and financial personnel. The Company's future operating results will depend on the ability of its management and other key employees to implement and improve its systems for operations, financial control, and information management, and to recruit, train, and manage its employee base. There can be no assurance that the Company will be able to achieve or manage any such growth successfully or to implement and maintain adequate financial and management controls and procedures, and any inability to do so would have a material adverse effect on the Company's business, results of operations, and financial condition.

The Company's future success depends upon its ability to address potential market opportunities while managing its expenses to match its ability to finance its operations. This need to manage its expenses will place a significant strain on the Company's management and operational resources. If the Company is unable to manage its expenses effectively, the Company's business, results of operations, and financial condition may be materially adversely affected.

We are delinquent in our tax filings.

We failed to file federal tax returns for the fiscal years ended March 31, 2009 through 2012. We are also required to file Franchise Tax Reports in Nevada, but have not yet filed the required forms. We cannot assure you that we will not incur fines and penalties for failure to file such our federal tax returns.

Risks associated with acquisitions

As a major component of its business strategy, the Company expects it may acquire assets, and businesses, and, /or technologies relating to or complementary to its business model. Any acquisitions by the Company would involve risks commonly encountered in acquisitions of companies. These risks would include, among other things, the following: the Company could be exposed to unknown liabilities of the acquired companies; the Company could incur acquisition costs and expenses higher than it anticipated; fluctuations in the Company's quarterly and annual operating results could occur due to the costs and expenses of acquiring and integrating new businesses or technologies; the Company could experience difficulties and expenses in assimilating the operations and personnel of the acquired businesses; the Company's ongoing business could be disrupted and its management's time and attention diverted; the Company could be unable to integrate successfully.

the Company could be exposed to unknown liabilities of the acquired companies;

the Company could incur acquisition costs and expenses higher than it anticipated;

fluctuations in the Company's quarterly and annual operating results could occur due to the costs and expenses of acquiring and integrating new businesses or technologies;

the Company could experience difficulties and expenses in assimilating the operations and personnel of the acquired businesses;

the Company's ongoing business could be disrupted and its management's time and attention diverted; and

the Company could be unable to integrate successfully.

Liquidity and Working Capital Risks; Need for Additional Capital to Finance Growth and Capital Requirements

We have had limited working capital and we are relying upon notes (borrowed funds) to operate. We may seek to raise capital from public or private equity or debt sources to provide working capital to meet our general and administrative costs until net revenues make the business self-sustaining. We cannot guarantee that we will be able to raise any such capital on terms acceptable to us or at all. Such financing may be upon terms that are dilutive or potentially dilutive to our stockholders. If alternative sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans in accordance with the extent of available funding.

[13]

New Business

We are a new business and you should consider factors which could adversely affect our ability to generate revenues, which include, but are not limited to, maintenance of positive cash flow, which depends on our ability both to raise capital and to obtain additional financing as required, as well as the level of sales revenues.

Potential fluctuations in quarterly operating results -

Our quarterly operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside our control, including: the interest in our products; seasonal trends in purchasing, the amount and timing of capital expenditures and other costs relating to the development of our products; price competition or pricing changes in the industry; technical difficulties or system downtime; and general economic conditions. Our quarterly results may also be significantly impacted by the impact of the accounting treatment of acquisitions, financing transactions or other matters. Particularly at our early stage of development, such accounting treatment can have a material impact on the results for any quarter. Due to the foregoing factors, among others, it is likely that our operating results will fall below our expectations or those of investors in some future quarter.

~~Dependence Upon Management~~12

~~Our~~Dependence ~~future performance and success are dependent~~ upon the efforts and abilities of our management team, directors and key contractors. If we lost the services key members of management or other key employees before we could get a qualified replacement, that loss could materially adversely affect our business. We do not maintain key man life insurance on any of our Management.

Our future performance and success are dependent upon the efforts and abilities of our management team, directors and key contractors. If we lost the services from key members of management or other key employees before we could get a qualified replacement, that loss could materially adversely affect our business. We do not maintain key man life insurance on any of our management.

Lack of Independent Directors

We cannot guarantee that our Board of Directors will have a majority of independent directors in the future. In the absence of a majority of independent directors, our executive officers, who are also principal stockholders and directors, could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between the Company and its stockholders generally and the controlling officers, stockholders, or directors.

Limitation of Liability and Indemnification of Officers and Directors

Our officers and directors are required to exercise good faith and high integrity in our management affairs. Our Articles of Incorporation provide, however, that our officers and directors shall have no liability to our shareholders for losses sustained or liabilities incurred which arise from any transaction in their respective managerial capacities unless they violated their duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend or stock repurchase, or derived an improper benefit from the transaction. Our Articles and By-Laws also provide for the indemnification by us of the officers and directors against any losses or liabilities they may incur as a result of the manner in which they operate our business or conduct the internal affairs, provided that in connection with these activities they act in good faith and in a manner that they reasonably believe to be in, or not opposed to, the best interests of the Company, and their conduct does not constitute gross negligence, misconduct or breach of fiduciary obligations.

Audit's Opinion Expresses Doubt ~~About~~about the ~~The~~ Company's Ability Toto Continue Asas a "Going Concern".

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in ~~Note~~the 3notes to the consolidated financial statements, the Company has suffered recurring losses from operations. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in ~~Note~~the 3notes to the consolidated financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Delays in the Introduction of Our Products

The Company may be subject to regulation by numerous governmental authorities. Failure to obtain regulatory approvals or delays in obtaining regulatory approvals by the Company, its collaborators or licensees would adversely affect the marketing of products developed by the Company, as well as hinder the Company's ability to generate product revenues. Further, there can be no assurance that the Company, its collaborators or licensees will be able to obtain the necessary regulatory approvals. Although the Company does not anticipate problems satisfying any of the regulations involved, the Company cannot foresee the possibility of new regulations that could adversely affect the business of the Company.

Dependence on Independent Parties to Produce our Products

~~[14]~~The Company may be dependent upon current and future collaborations with and among independent parties to research, develop, test, manufacture, sell, or distribute our products. The Company intends to continue to rely on such collaborative arrangements. Some of the risks and uncertainties related to the reliance on such collaborations include, but are not limited to:

The Company may be dependent upon current and future collaborations with and among independent parties to research, develop, test, manufacture, sell, or distribute our products. The Company intends to continue to rely on such collaborative arrangements. Some of the risks and uncertainties related to the reliance on such collaborations include, but are not limited to 1) the ability to negotiate acceptable collaborative arrangements, 2) the fact that future or existing collaborative arrangements may not be successful or may not result in products that are marketed or sold, 3) such collaborative relationships may actually act to limit or restrict the Company, 4) collaborative partners are free to pursue alternative technologies or products either on their own or with others, including the Company's competitors 5) the Company's partners may terminate a collaborative relationship and such termination may require the Company to seek other partners, or expend substantial additional resources to pursue these activities independently. These efforts may not be successful and may interfere with the Company's ability to manage, interact and coordinate its timelines and objectives with its strategic partners.;

2) the fact that future or existing collaborative arrangements may not be successful or may not result in products that are marketed or sold;

3) such collaborative relationships may actually act to limit or restrict the Company;

4) collaborative partners are free to pursue alternative technologies or products either on their own or with others, including the Company's competitors; and

5) the Company's partners may terminate a collaborative relationship and such termination may require the Company to seek other partners, or expend substantial additional resources to pursue these activities independently. These efforts may not be successful and may interfere with the Company's ability to manage, interact and coordinate its timelines and objectives with its strategic partners.

Government Regulation

Our products and technologies and our ongoing research and development activities are subject to regulation for safety, efficacy and quality by numerous governmental authorities in the United States and other countries. Depending on the technology, regulatory approvals and certification may be necessary from the Department of Transportation, Department of Energy, Nuclear Regulatory Commission, Environmental Protection Agency, Department of Defense, and other federal, state, or local facilities. Failures or delays by the ~~company~~Company or its affiliates or licensees in obtaining the required regulatory approvals would adversely affect the marketing of products that ~~the~~we ~~company~~develop ~~develops~~ and our ability to receive product revenues or royalties. ~~Limited Market Due To Penny Stock~~

~~[15]~~Environmental Regulations

~~The~~Our ~~Company's~~business ~~stock differs from many stocks, in that it~~ is agoverned ~~"penny~~by ~~stock."~~numerous ~~The Securities~~ laws and ~~Exchange~~regulations ~~Commission~~at ~~has~~various ~~adopted~~levels ~~a number~~ of ~~rules to regulate "penny stocks~~government." These ~~rules~~laws ~~include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6~~ and ~~15g-7~~regulations ~~under~~govern the ~~Securities~~operation and ~~Exchange~~maintenance ~~Act~~ of ~~1934, as amended. Because~~ our ~~securities probably constitute "penny stock" within~~ facilities, the ~~meaning~~discharge of ~~the~~materials ~~rules,~~into the ~~rules~~environment ~~would~~and ~~apply~~other toenvironmental usprotection ~~and our securities~~issues. The ~~rules~~laws ~~may~~and ~~further~~regulations ~~affect the ability of owners of our stock to sell their securities in any market that~~ may ~~develop for them. There may be a limited market for penny stocks~~, ~~due to the regulatory burdens on broker-dealers. The market~~ among other ~~dealers~~potential ~~may~~consequences, ~~not~~require ~~be active. Investors in penny stock often are unable to sell stock back to the dealer~~ that ~~sold~~we ~~them~~acquire ~~the~~permits ~~stock.~~before ~~The~~commencing ~~mark-ups~~certain ~~or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads~~activities, ~~investors~~restrict ~~may be unable to sell~~ the ~~stock~~substances immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they that can ~~sell it at all. Stockholders should~~ be ~~aware~~released ~~that,~~into ~~according to~~ the ~~Securities~~environment ~~and~~with ~~Exchange~~drilling ~~Commission Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud~~ and ~~abuse.~~production These patterns include: - Control of the market for the security by one or a few broker- dealers that are often related to the promoter or issuer; - Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; - "Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; - Excessive and undisclosed bid-ask differentials and markups by selling broker- dealers; and - The wholesale dumping of the same securities by promoters and broker- dealers after prices have been manipulated to a desired levelactivities, ~~along~~limit with the inevitable collapse of those prices with consequent investor losses. Furthermore, the "penny stock" designation may adversely affect the development of any public market for the Company's shares of common stock or, ifprohibit ~~such~~drilling aactivities market develops, its continuation. Broker-dealers are required to personally determine whether an investment in "penny stock" is suitable for customers. Penny stocks are securities (i) with a price of less than five dollars per share; (ii) that are not traded on aprotected areas ~~"recognized"~~such ~~national~~as ~~exchange;~~wetlands ~~(iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above);~~ or ~~(iv)~~wilderness ~~of an issuer with net tangible assets less than $2~~areas,~~000,000~~ (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average annual revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in the Company's common stock are urged to obtain and read such disclosure carefully before purchasing any shares that ~~are~~reclamation ~~deemed~~measures to be ~~"penny~~taken ~~stock." Rule 15g-9 of the Commission requires broker- dealers in penny stocks~~ to ~~approve~~prevent ~~the~~pollution ~~account~~from offormer ~~any~~operations, require ~~investor~~remedial ~~for~~measures ~~transactions in such stocks before selling any penny stock~~ to ~~that~~mitigate ~~investor.~~pollution ~~This procedure requires the broker-dealer to (i) obtain~~ from ~~the~~former ~~investor~~operations, ~~information~~such ~~concerning~~as ~~his~~plugging orabandoned ~~her~~wells ~~financial~~and ~~situation,~~remediation ~~investment~~of ~~experience~~contaminated soil and ~~investment objectives; (ii) reasonably determine~~groundwater, ~~based on that information, that transactions in penny stocks are suitable for the investor~~ and ~~that~~require ~~the~~remedial ~~investor~~measures ~~has sufficient knowledge and experience as~~ to be ~~reasonably~~taken ~~capable of evaluating the risks of penny stock transactions; (iii) provide the investor~~ with arespect ~~written~~to ~~statement~~property ~~setting~~designated ~~forth~~as ~~the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive~~ a ~~signed~~contaminated ~~and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives~~site. ~~Compliance with these requirements may make it more difficult for the Company's stockholders to resell their shares to third parties or to otherwise dispose of them.~~

Under these laws and regulations, we could be liable for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. We do not currently have any insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time; we do not believe that insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingly, we could be liable, or could be required to cease production on properties, if environmental damage occurs.

The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur that may result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.

As of the date of this Report, although the project site in Central City, Kentucky, includes areas formerly designated as wetlands, since the ground has already been developed, we do not believe that we are going to encroach on any wetlands and therefore do not expect to incur any liability associated with same.

Limited Market Due To Penny Stock

The Company's stock differs from many stocks, in that it is a "penny stock." The Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended. Because our securities probably constitute "penny stock" within the meaning of the rules, the rules would apply to us and our securities.

The rules may further affect the ability of owners of our stock to sell their securities in any market that may develop for them. There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all.

Stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include:

Control of the market for the security by one or a few broker- dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Furthermore, the "penny stock" designation may adversely affect the development of any public market for the Company's shares of common stock or, if such a market develops, its continuation. Broker-dealers are required to personally determine whether an investment in "penny stock" is suitable for customers. Penny stocks are securities (i) with a price of less than five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an issuer with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average annual revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in the Company's common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock." Rule 15g-9 of the Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for the Company's stockholders to resell their shares to third parties or to otherwise dispose of them.

Potential Inability of Officers to Devote Sufficient Time to the Operations of the Business

Our officers are not currently being paid all of their salaries. In some cases, officers are not paid at all. Unless we are able to secure additional funding for operations, we cannot guarantee that they will be able to continue to devote sufficient time to the operations of the business.

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Item 1B. UNRESOLVED STAFF COMMENTS

Not Applicable to a Smaller Reporting Company

Item 2. Description of Property

~~Our~~Effective ~~principal~~in 2013, ~~business~~the Company’s mailing address is ~~1025~~277 ~~Connecticut~~White ~~Ave~~Horse NWPike, ~~Suite~~Atco, ~~1000~~NJ, ~~Washington~~08004, DCwhere ~~20036~~we ~~and~~sublet ~~our~~office ~~principal~~space. ~~mailing~~We ~~address~~sublet the isspace ~~5505~~from ~~Connecticut~~Drinkwater ~~Ave~~& NWGoldstein, ~~#191~~LLP, ~~Washington~~to which one of our directors - Mr. Drinkwater, DCis ~~20015~~a partner. We currently pay approximately $4,368 per month for this space and related office expenses.

In December 2008, we entered into a twelve-month lease for office space. The square footage of the facility is approximately 1,200 Sq ft. The 2009 annual leasehold cost was $33,600. We anticipate a change in office space over the next 12 months.

We own a fee simple interest in approximately 75 acres of unimproved real property in Muhlenberg County, Kentucky.

Item 3. LEGAL PROCEEDINGS

~~The~~As ~~Company~~of isthe ~~not~~date aof ~~party~~this tofiling, ~~any~~there ~~pending~~are three legal ~~proceeding~~proceedings filed against the Company.

~~Item~~I. On September 30, 2010, plaintiff Scott Schrader initiated litigation in the Commonwealth of Kentucky, Franklin Circuit Court, Case No 10-CI-01548 against defendants: Nuclear Solutions (our former corporate name), Fuel Frontiers (our wholly owned subsidiary, which was dissolved in September 2012) and other individuals pursuant to a Stock Purchase Agreement and a Management Agreement, both dated June 12, 2009 by and among the parties. In the lawsuit, plaintiff alleges a dispute over an investment in Nuclear Solutions and presents claims for 1) Breach of Contract; 2) Negligent/Intentional Misrepresentations; 3) Fraud and Fraudulent Inducement; 4) Unjust Enrichment; and 5) Breach of Constructive or Resulting Trust. ~~Removed~~On June 7, 2013, the Court granted Defendants’ motion to dismiss and ~~Reserved~~dismissed the action “without prejudice based on lack of personal jurisdiction and improper venue (forum non conveniens)."

~~[17]~~16

~~PART~~ II. On July 30, 2012, Schrader & Associates, LLC (“Schrader”) filed a complaint against Fuel Frontiers, Inc. (“FFI”), one of Company's subsidiaries, in the Commonwealth of Kentucky, Muhlenberg Circuit Court Division, as Civil Action No. 12-CI-352 to Quiet Title on property acquired by FFI. The action is related to the Stock Purchase Agreement and Management Agreement, both dated June 12, 2009 (“June 2009 Agreements”), pursuant to which FFI was under the obligation to acquire certain real property for the construction of a coal-to-diesel facility, and under certain circumstances Schrader & Associates Defined Benefit Pension Plan (an entity believed to be associated with Schrader) was entitled to obtain the ownership of the property from FFI. However, the property that is the subject of this litigation is not the site selected under the June 2009 Agreements. The Company has executed a quitclaim deed relative to the subject property for delivery to plaintiff and expects that action to resolve this litigation. Additionally, FFI was dissolved in September 2012 and the suit is now progressing against the Company.

III.

On May 10, 2013, Global Private Funding filed a civil action, number SC120696 in the Superior Court of the State of California, County of Los Angeles, West District.

Named defendants are Empyrean West, LLC (“EW”), Jay Carter, individually and as managing partner of EW, David Keller, individually and as CEO of EW, US Fuel Corporation (“USF”), Harry Bagot, individually and as President/CEO of USF, Stanley Drinkwater, individually and as Chairman of the Board of USF, Steven Luck, individually and as a Member of the USF Board, William Chady, individually and as a member of the USF Board, Paul Adams, individually and as an officer of USF, Robert Schwartz, individually and as majority stockholder of USF, John Fairweather, individually and as Director of USF and Kenneth Faith, individually and as Treasurer of USF.

The complaint alleges a total of 21 causes of action, 12 of which are directed to US Fuel. The allegations against US Fuel are: 1) Breach of contract; 2) Fraudulent concealment in violation of Civil Code §1710; 3) Intentional misrepresentation in violation of Civil Code §1710; 4)Unfair and deceptive practices act; 5) Contractual breach of implied covenant of good faith and fair dealing; 6) Fraud; 7) Negligent misrepresentation in violation of Civil Code §1572; 8) Breach of non-competition covenant; 9) Civil conspiracy; 10) Breach of contract for failure of consideration of failure to perform; 11) Breach of confidence; and 12) Declaratory relief.

While US Fuel management has not completed a comprehensive review and analysis of the litigation, US Fuel intends to vigorously defend against the claims raised in the complaint as we believe the claims lack merit.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable to our operations.

PART II

Our common stock is traded on the OTC Electronic Bulletin Board under the symbol "USFF." ~~The~~Prior to October 7, 2011, we traded under the symbol, “NSOL." The following table sets forth the high and low prices of our common stock for each quarter for the ~~years~~two ~~2008~~most ~~and~~recently ~~2009~~completed fiscal years, ~~including~~as well as the first quarter of ~~2009~~2013. The quotations set forth below reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

~~Recent Market Prices~~17

Our common stock trades on the OTC market under the symbol “NSOL.OB.”

	High		Low
2011
First quarter ended March 31, 2011	$	0.049	$	0.004
Second quarter ended June 30, 2011	$	0.035	$	0.015
Third quarter ended September 30, 2011	$	0.13	$	0.02
Fourth quarter ended December 31, 2011	$	0.109	$	0.035

2012
First quarter ended March 31, 2012	$	0.05	$	0.0252
Second quarter ended June 30, 2012	$	0.049	$	0.0252
Third quarter ended September 30, 2012	$	0.11	$	0.022
Fourth quarter ended December 31, 2012	$	0.11	$	0.051

2013
First quarter ended March 31, 2013	$	0.075	$	0.035

Table 1.

Bid Information

Fiscal Quarter Ended	Low	High
March 31, 2010	0.03	0.03
December 31, 2009	0.02	0.02
September 30, 2009	0.03	0.04
June 30, 2009	0.05	0.07
March 31, 2009	0.03	0.02
December 31, 2008	0.0135	0.01
September 30, 2008	0.085	0.10
June 30, 2008	0.155	0.18
March 31, 2008	0.33	0.29

Holders

~~Our~~As ~~company~~of ~~has~~December 31, 2010, there were approximately ~~5300~~520 ~~shareholders~~record owners of ~~its~~our common stock; as of ~~December~~July 31, ~~2009~~2013, ~~holding~~there ~~97,890,981~~were also approximately 695 record owners of our common ~~shares~~stock.

Dividends

There are no restrictions imposed on the Company which limit its ability to declare or pay dividends on its common stock, except for corporate state law limitations. No cash dividends have been declared or paid to date and none are expected to be paid in the foreseeable future.

Recent Sales of Unregistered Securities

During the ~~fourth~~past three ~~quarter~~years ofending ~~2009~~with the fiscal year ending December 31, 2010, we effected the ~~Company~~following transactions in reliance upon exemptions from registration under the Securities Act as amended. Unless stated otherwise: (i) each of the persons who received these unregistered securities had knowledge and experience in financial and business matters which allowed them to evaluate the merits and risk of the receipt of these securities, and that they were knowledgeable about our operations and financial condition; (ii) no underwriter participated in, nor did ~~not~~we ~~sell~~pay any commissions or fees to any underwriter in connection with the transactions; and, (iii) each certificate issued for these unregistered securities contained a legend stating that the securities have not been registered under the Act and setting forth the restrictions on the transferability and the sale of the securities. None of the below transactions involved a public offering, and unless otherwise noted below, we believe that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated by the SEC.

~~[18]~~During the year ended December 31, 2008, the Company issued an aggregate of 5,320,440 shares of common stock, valued at $863,888, for consulting services.

During the year ended December 31, 2008, the Company issued 1,299,446 shares as payment of expenses accrued at December 31, 2007 in the amount of $536,000.

On June 10, 2008, pursuant to an agreement regarding same, the Company issued 5,250,000 shares to IPTH as payment of accrued executive compensation of $542,987. Of this amount, $523,647 was accrued at December 31, 2007.

During the year ended December 31, 2008, the Company issued a total of 11,887,000 shares of common stock as payment of $1,0005,808 of principal and interest due to Denise Barbato pursuant to agreements the Company entered into with Ms. Barbato in 2002 and 2004.

During the year ended December 31, 2009, the Company issued 400,000 shares of common stock as payment of expenses accrued at December 31, 2008 in the amount of $20,000.

On April 5, 2010, the Company issued 1,230,000 shares of common stock to a former officer.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes our equity compensation plan information as of December 31, ~~2009~~2010. Information is included for equity compensation plans not approved by our security holders.

Plan Category	~~Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a)~~	~~Weighted-average~~Number ~~Exercise~~of ~~price~~Securities to be issued upon exercise of outstanding options, warrants, and rights (ba)	~~Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)~~		Weighted-average Exercise price of outstanding options, warrants, and rights (b)		Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
Equity Compensation Plans approved by security holders	~~None~~	~~None~~	None			None		None
Equity Compensation Plans not approved by security holders	~~5,500,000 (1)~~	~~$ 0.62~~	~~-0-~~5,500,000	(1)	$	0.62		-0-
	5,000,000 (2)	$0.625	-0-
			5,000,000	(2)	$	0.625		-0-
	5,000,000 (3)	$0.52	113,447
			5,000,000	(3)	$	0.52		113,447
Total	~~15,500,000~~		~~113~~15,~~447~~500,000					113,447

(1) On August, 17, 2005, the ~~company~~Company adopted a Stock Grant Plan. ~~The~~which ~~plan~~ reserved 5,500,000 shares. The Plan was registered on a Registration Statement on Form S-8 ~~registration statement~~ filed on November 16, 2004. The Plan is administered by our Board of Directors. Directors, officers, employees, consultants, attorneys, and others who provide services to ~~our~~the Company are eligible participants. Participants are eligible to be granted warrants, options, common stock as compensation. During 2007, we issued 1,367,307 shares from this Plan.

(2) On March 7, 2007, the ~~company~~Company adopted a Stock Grant Plan. ~~The~~which ~~plan~~ reserved 5,000,000 shares. The Plan was registered on a Registration Statement on Form S-8 ~~Registration Statement~~ filed on March 9, 2007. Directors, officers, employees, consultants, attorneys, and others who provide services to ~~our~~the Company are eligible participants. Participants are eligible to be granted warrants, options, common stock as compensation. During 2007, we issued 5,000,000 shares from this Plan.

(3) On November 28, 2007, the company adopted a Stock Grant Plan. The plan reserved 5,000,000 shares. The Plan was registered on Form S-8 Registration Statement filed on December 6, 2007. Directors, officers, employees, consultants, attorneys, and others who provide services to our Company are eligible participants. Participants are eligible to be granted warrants, options, common stock as compensation. During 2007, we issued 470,957 shares from this Plan leaving a balance of 4,529,043 in the Plan. During 2008, we issued 4,019,886 shares from this Plan leaving a balance of 513,447 at December 31, 2008. During 2009, we issued 400,000 shares from this Plan leaving a balance of 113,447 at December 31, 2009.19

(3) On November 28, 2007, the Company adopted a Stock Grant Plan which reserved 5,000,000 shares. The Plan was registered on a Registration Statement on Form S-8 filed on December 6, 2007. Directors, officers, employees, consultants, attorneys, and others who provide services to the Company are eligible participants. Participants are eligible to be granted warrants, options, common stock as compensation. During 2007, we issued 470,957 shares from this Plan leaving a balance of 4,529,043 in the Plan. During 2008, we issued 4,019,886 shares from this Plan leaving a balance of 513,447 as of December 31, 2008. During 2009, we issued 400,000 shares from this Plan leaving a balance of 113,447 as of December 31, 2009. No shares were issued from this Plan in the fiscal year ending December 31, 2010.

Item 6. SELECTED FINANCIAL DATA

Not Applicable to Smaller Reporting Companies

[19]

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~When used in this Form 10~~FORWARD-KLOOKING and in our future filings with the Securities and Exchange Commission, the words or phrases will likely result, management expects, or we expect, will continue, is anticipated, estimated or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speak only as of the date made. These statements are subject to risks and uncertainties, some of which are described below. Actual results may differ materially from historical earnings and those presently anticipated or projected. We have no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.INFORMATION

This report contains forward-looking statements regarding our plans, expectations, estimates and beliefs. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We have based these forward-looking statements largely on our expectations.

Forward-looking statements are subject to risks and uncertainties, certain of which are beyond our control. Actual results could differ materially from those anticipated as a result of the factors described in the “Risk Factors” and detailed in our other Securities and Exchange Commission filings.

Because of these risks and uncertainties, the forward-looking events and circumstances discussed in this report or incorporated by reference might not transpire. Factors that cause actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully described in the “Risk Factors” section and elsewhere in this report.

Business Overview

~~Nuclear~~During ~~Solutions~~2010, ~~Inc~~the Company continued to work to develop coal-to-liquid facilities. ~~and~~During ~~its~~2010, ~~wholly~~John ~~owned~~Fairweather, ~~subsidiary~~then President & CEO of FFI, ~~Fuel~~worked ~~Frontiers~~with two consultants, Paul ~~Inc~~Adams and Stephen Luck to further refine the plan originally developed by Mr. ~~(“FFI”)~~Adams isand ~~engaged~~Mr. Luck in 2008. By the ~~research,~~summer ~~development~~of 2010, ~~and~~Mr. ~~commercialization~~Adams had developed an advanced draft of ~~innovative~~a ~~technologies~~coal-to-liquid project plan and ~~processes,~~Mr. ~~which~~Luck ~~are~~had ~~generally~~identified ~~early-stage~~a potential funding source for the project described in that plan. For unknown reasons, ~~theoretical~~in orSeptember ~~commercially~~2010, ~~unproven~~Mr. WeFairweather ~~operate~~abandoned athat ~~highly~~effort ~~technical~~broke contact ~~business~~with both Mr. Adams and ~~our~~Mr. ~~primary~~Luck. ~~mission~~After isthe totermination ~~develop~~of ~~facilities~~employment toof ~~produce~~Mr. ~~ultra~~Fairweather, the Company re-~~clean~~focused ~~synthetic~~on ~~diesel~~the development ~~from~~of coal-to-liquid facilities. Development efforts continued in 2011, 2012 and ~~other~~into ~~materials~~2013, ~~using~~with anotable ~~plasma~~events from those years contained in the Form 10-~~based~~K ~~gasification~~for ~~system~~the fiscal years ended December 31, 2011 and aDecember ~~conventional~~31, ~~synthesis~~2012, ~~gas~~and the Form 10-~~to-fuel~~Q ~~reforming~~for ~~system~~the period ~~based~~ended ~~upon~~March ~~Fisher~~31, 2013, as well as a Form 8-~~Tropsch~~K ~~technology~~filed concurrently with this filing. All those filings should be read together for a comprehensive and current statement of the Company’s business.

In 2009, The Board of Directors elected to focus the company exclusively on the production of synthetic fuels through the FFI subsidiary. Prior to that, the company was developing nuclear technologies in the areas of shielded nuclear material detection and nuclear micro-batteries in addition to the production of synthetic fuels. Due to the difficulties encountered in raising capital in a declining economic climate coupled with the limited resources of the company, management made the decision to place all nuclear technology development programs into a dormant state. The company will continue to maintain the intellectual property associated with the shielded nuclear detection technology program and will seek a buyer or a master licensee for the patents. The Company will look to create a partnership to develop a prototype for a nuclear material detection device using it’s six patents. The company is discontinuing all further business development associated with nuclear micro-battery technology and other nuclear legacy technologies. It is the intent of the company to spin off FFI once adequate capital is raised to move projects forward. Management team for FFI has been identified and will consist of Key Members of KFA.20

Plan of Operation

WeIn ~~will~~2010, ~~need~~the toplan ~~raise~~of ~~additional~~operation ~~money~~was to ~~fund~~continue developing ~~our~~coal-to-liquid ~~operations~~facilities. ~~Management~~However, ~~estimates~~the adevelopment ~~minimum~~efforts ~~capital~~were ~~requirement~~limited ofdue ~~$500,000~~ to ~~maintain~~insufficient ~~operations at a minimum level~~capital. WeThe ~~intend~~Company ~~to use debt, equity or~~ had a ~~combination~~net ~~thereof~~loss toof ~~fund~~$357,933 ~~this project. There is no guarantee that we will be able to successfully raise the required funds~~ for ~~operations,~~2010 ~~or that such funds will be available on terms satisfactory to us. Any inability to raise additional funds would require that we significantly scale back our planned operations~~ and ~~would~~a ~~lengthen~~net ~~the~~loss ~~period~~ of ~~time~~$1,771,817 ~~required~~for ~~to bring the technology to the marketplace~~2009.

~~Since~~Plan ~~our~~for ~~products~~the ~~and~~next ~~technologies~~12 are still in development and there can be no assurances as to when and whether we will be able to commercialize our products and technologies. Our technologies have never been utilized on a large-scale commercial basis.months

~~Over~~The ~~the~~Company ~~next~~intends ~~12 months we expect that we will continue~~ to ~~generate~~fully ~~losses~~engineer ~~until at least such time as we can generate revenue. No assurance can be given that we can complete~~ the integration ~~development~~ of ~~any~~the ~~project~~coal orto ~~technology~~gas orand ~~that,~~gas ifto ~~any~~liquid ~~technology~~technologies orin ~~project~~order isto ~~fully~~develop ~~developed, it can be manufactured and marketed on~~ a ~~commercially~~permitting ~~viable~~package ~~basis. Furthermore, no assurance can be given~~ that ~~any technology or product will receive market acceptance. Until commercial operations are established, no assurance~~ can be ~~given~~used ~~that~~as the basis ~~Company's technologies will be commercially successful. Being a company with limited resources, we are subject to all risks inherent with the establishment~~ of a ~~developing~~permitting orapplication ~~new business. The technologies~~ and ~~synthetic~~as ~~fuel~~a ~~projects~~template wefor ~~are developing may be regulated now or in the future by the United States Government and may subject to regulatory requirements or export restrictions. We are also subject to~~ additional ~~regulations concerning nuclear technologies~~sites. ~~Some of the technologies we develop may be subject to the Atomic Energy Act of 1954.~~

Over the next 12 months, we plan on raising working capital to fund development of these technological areas through private placements of debt or equity, using our common stock in lieu of cash, and applying for government grants, where appropriate. The implementation of Company's business development phases ~~outlined above~~ will be dependent on successful financing. Financing options may include a combination of debt and equity financing.; ~~Equity~~any equity financing may result in ~~a substantial~~ equity dilution to existing shareholders.

~~[20]~~Progress

~~Comparison~~Progress ofin ~~Results~~the development of ~~Operations~~our ~~for~~technologies have been slower than expected due to the ~~year~~lack ~~ended~~of ~~December~~personnel ~~31,~~and ~~2009~~lack toof working capital. We anticipate increasing staffing levels over the ~~year~~next ~~ended~~12 ~~December~~months. 31We estimate a working capital requirement of at least $500,000 ~~2008~~over the next 12 months to maintain operations at a minimum level.

We believe that the success of our business will depend, in part, on our ability to attract, retain, and motivate highly qualified sales, technical and management personnel, and upon the continued service of our senior management and key sales and technical personnel. We cannot assure you that we will be able to successfully attract, retain, and motivate a sufficient number of qualified personnel to conduct our business in the future.

Comparison of Results of Operations for the year ended December 31, 2010 to the year ended December 31, 2009

Results of Operations

REVENUES: The Company reported revenues of $0 from our existing technology license agreement, for the year ended December 31, ~~2009~~2010 and for the year ended December 31, ~~2008~~ 2009.

~~Business~~TOTAL ~~Concentration~~COSTS AND EXPENSES: Total costs and expenses from continuing operations decreased from $1,756,397 for the year ended December 31, 2009 to $356,033 for the year ended December 31, 2010. The principal reason for this decrease was due to a decrease in operating activities as a result of limited financial resources.

~~For~~OPERATING EXPENSES: Operating expenses from continuing operations decreased from $1,756,397 for the year ended December 31, 2009 to $356,033 ~~and~~for the year ended December 31, ~~2008~~2010. This decrease was primarily due to decreased business development activities, as stated above. Depreciation expense increased for the ~~balance~~year of2010 ~~all~~versus ~~accounts~~the ~~receivables~~year ~~was~~2009, increasing from ~~one~~$2,207 ~~customer~~for the year ended December 31, 2009 to $3,575, for the year ended December 31, 2010. This increase is due to the second year depreciation of office equipment.

TOTAL COSTS AND EXPENSES: Total costs and expenses from continuing operations decreased from $3,622,270 for the year ended December 31, 2008 to $1,756,397 for the year ended December 31, 2009. The principal reason for this decrease was due to a decrease in consulting fees, executive compensation, legal, and professional fees resulting from the concentration of the company’s efforts on its synthetic fuel projects and suspension of nuclear technology projects.21

~~OPERATING~~INTEREST ~~EXPENSES~~EXPENSE: ~~Operating~~Interest ~~expenses~~expense ~~from continuing operations~~ decreased from $34,~~622,270~~975 for the year ended December 31, ~~2008~~2009 to $1,~~756,397~~900 for the year ended December 31, ~~2009~~2010. This decrease ~~was~~is ~~primarily~~ due primarily to ~~decreased~~a ~~business~~reduction ~~development~~in ~~activities,~~debt asincurred ~~stated above. Depreciation expense decreased for the year 2009 versus the year 2008, decreasing from $3,687 for the year ended December 31, 2008~~ to ~~$2,207,~~finance ~~for~~company ~~the year ended December 31, 2009~~operations. ~~This decrease is due to the write-down of office equipment that is no longer in use.~~

INTEREST EXPENSE: Interest expense decreased from $457,891 for the year ended December 31, 2008 to $4,975 for the year ended December 31, 2009. This decrease is due primarily to a reduction in debt incurred to finance company operations.

SALES, GENERAL AND ADMINISTRATIVE EXPENSES

Expenses ~~increased~~decreased by $511,~~060~~580,346 during the year ended December 31, ~~2009~~2010 to a total amount of $~~380~~327,~~530~~958 as compared to $~~329~~1,~~470~~908,304 for the year ended December 31, ~~2008~~2009. The ~~increase~~decrease was due to ~~increased~~limited ~~travel~~amount ~~and general business expenses related to the development~~ of ~~the company’s synthetic fuel projects~~activity.

NET LOSS: The Company incurred a net loss of ($1357,~~771,817)~~933 for the year ended December 31, ~~2009~~2010, compared with a net loss of ($41,~~048~~771,~~086)~~817 for the year ended December 31, ~~2008~~2009, which reflects a year-to-year decrease in the amount of loss for the period of $21,~~276~~413,~~269~~884. The principal reason for this decrease was due to a decrease in ~~consulting~~operating ~~fees,~~activities ~~executive~~as ~~compensation,~~a ~~legal~~result ~~and professional fees resulting from the concentration~~ of ~~the~~limited ~~company’s~~financial ~~efforts on its synthetic fuel projects and suspension of nuclear technology projects~~resources.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, ~~2009~~2010, we had a working capital deficit of $6,~~350~~455,~~978~~336 which compares to a working capital deficit of $ 56,~~557~~350,~~940~~978 as of December 31, ~~2008~~2009. As a result of our operating losses for the year ended December 31, ~~2009~~2010, we generated a cash flow deficit of $~~588~~231,~~715~~576 from operating activities. Cash flows used in investing activities was $~~106,171~~0 during the period. Cash flows provided by financing activities were $~~520~~230,~~183~~000 onwhich primarily consisted of proceeds from ~~short-term~~a ~~notes~~common ~~payable~~stock subscription.

~~Additional~~Auditors' ~~financing~~opinion ~~will~~expresses bedoubt ~~required~~about the inCompany's ~~order~~ability to ~~meet~~continue ~~our~~as ~~current~~a ~~and~~going ~~projected cash flow deficits from operations and development~~concern. WeThe ~~are~~independent ~~seeking~~auditors ~~financing~~report inon the ~~form~~company's ofDecember ~~equity~~31, or2010 ~~debt~~financial statements inincluded ~~order to provide the necessary working capital. We are~~ in ~~discussions~~this ~~with~~Report ~~potential~~states ~~sources of funding; however we currently have no fully executed commitments for financing. There is no guarantee~~ that ~~we will be successful in raising~~ the ~~funds~~Company's ~~required.~~recurring Welosses ~~intend~~raise tosubstantial ~~use~~doubts about the ~~proceeds~~Company's ~~derived from revenues or financing~~ ability to ~~pay salaries, and general and administrative expenses, purchase land and~~ continue ~~development~~as ~~of our synthetic fuel projects in Kentucky. By adjusting our operations and development to the level of capitalization, we believe that~~ a ~~working~~going ~~capital level of $500,000 minimum will be sufficient to sustain the basic company operations over the next 12 months~~concern.

~~Currently~~We ~~management~~believe ~~does~~that ~~not~~anticipated ~~have~~cash ~~sufficient~~flows from operations will be insufficient to satisfy our ongoing capital ~~resources~~requirements. Our ability to meet ~~projected~~our ~~cash~~obligations ~~flow~~and ~~deficits~~continue to ~~through~~operate ~~the~~as ~~next~~a ~~twelve~~going ~~months~~concern is highly dependent on our ability to obtain new loans and/or successfully enter into settlement agreements with our vendors and/or former and current employees. IfWe wecannot ~~are~~predict ~~not~~whether ~~successful~~this additional financing will be in the ~~generating~~form ~~sufficient~~of ~~liquidity~~equity ~~from~~or ~~operations~~debt, or be in ~~raising~~another ~~sufficient~~form. We may not be able to obtain the necessary additional capital ~~resources,~~on a timely basis, on acceptable terms, ~~acceptable~~or toat usall. In any of these events, ~~this~~we ~~could~~may be unable to implement our current plans which circumstances would have a material adverse effect on our business, ~~results of operations~~prospects, financial ~~liquidity~~condition and ~~financial~~results ~~condition~~of operations.

~~Auditors' opinion expresses doubt about the Company's ability to continue as a going concern~~ Item 7A. QUANTITATIVE ~~The~~AND ~~independent~~QUALITATIVE ~~auditors~~DISCLOSURES ~~report~~ABOUT onMARKET the company's December 31, 2009 financial statements included in this Report states that the Company's recurring losses raise substantial doubts about the Company's ability to continue as a going concern. RISK

~~[21]~~Not applicable for a smaller reporting company.

~~Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~22

Cash and Cash Equivalents

We have historically invested our cash and cash equivalents in short-term, fixed rate, highly rated and highly liquid instruments which are reinvested when they mature throughout the year. Although our existing investments are not considered at risk with respect to changes in interest rates or markets for these instruments, our rate of return on short-term investments could be affected at the time of reinvestment as a result of intervening events. As of December 31, 2009, we had cash and cash equivalents aggregated $1,576.

The Company does not issue or invest in financial instruments or their derivatives for trading or speculative purposes. The operations of the Company are conducted primarily in the United States, and, are not subject to material foreign currency exchange risk. Although the Company has outstanding debt and related interest expense, market risk of interest rate exposure in the United States is currently not material.

Debt

The interest rate on our outstanding debt obligations are fixed and are not subject to market fluctuations. Some of our convertible debt may have its interest costs increased if the debt is converted into common stock because the conversion price is a function of the market price of our common stock.

[22]

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

	Page No.

Report of Independent Registered Public Accounting Firms	F-2 to F-3

Consolidated Balance Sheets at December 31, 2010 and 2009	F-4

Consolidated Statements of Losses for the years ended December 31, 2010, and 2009	F-5

Consolidated Statements of Deficiency in Equity for the years ended December 31, 2010, and 2009	F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2010, and 2009	F-7

Notes to Consolidated Financial Statements	F8 to F17

		Page No.
Report of Independent Registered Public Accounting Firm		F2
Consolidated Balance Sheets at December 31, 2009 and 2008		F3
Consolidated Statements of Losses for the years ended December 31, 2009, and 2008		F4
Consolidated Statements of Deficiency in Stockholders' Equity for the years ended December 31, 2009, and 2008		F5
Consolidated Statements of Cash Flows for the years ended December 31, 2009, and 2008		F7
Notes to Consolidated Financial Statements		F8 to F19

b) Financial statement schedules

Not applicable.

~~[F1]~~F-1

RBSM LLP

Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

~~Nuclear~~US ~~Solutions,~~Fuel ~~Inc.~~Corporation

~~Washington~~Atco, ~~D.C.~~New Jersey

We have audited the accompanying consolidated balance ~~sheets~~sheet of US Fuel Corporation and Subsidiaries (formerly Nuclear Solutions, Inc. and ~~subsidiary~~Subsidiaries or (the "Company"), as of December 31, ~~2009~~2010 and ~~2008 and~~ the related consolidated statements of losses, deficiency in ~~stockholders'~~ equity, and cash flows for ~~each~~year of the ~~two years in the period~~ ended ~~December 31, 2009~~. These financial statements are the responsibility of the ~~company~~Company's management. Our responsibility is to express an opinion on these financial statements based upon our ~~audits~~audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, ~~2009 and 2008~~2010, and the results of its operations and its cash flows for ~~each of~~ the ~~two~~year ~~years~~then ~~in the period~~ ended ~~December 31~~, ~~2009,~~ inconformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ ~~RBSM~~Ligget, ~~LLP~~Vogt ~~RBSM~~& ~~LLP~~Webb, ~~Certified~~P.A ~~Public~~New ~~Accountant~~York, NY August 2, 2013

~~New York, NY~~F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

U.S. Fuel Corporation

(formerly Nuclear Solutions, Inc.)

We have audited the accompanying consolidated balance sheet of U.S. Fuel Corporation (formerly Nuclear Solutions, Inc. and subsidiary, the "Company"), as of December 31, 2009 and the related consolidated statements of losses, deficiency in stockholders' equity, and cash flows for the year in the period ended December 31, 2009. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based upon our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2009, and the results of its operations and its cash flows for the year in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ RBSM LLP

New York, New York

April 15, 2010

~~[F2]~~F-3

NUCLEAR SOLUTIONS ,INC
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
		December 31,	December 31,
		2009	2008
Current assets:
	Cash	$ 1,576	$ 176,279
	Notes Receivables	24,000	-
	Accrued Interest	500	-
	Prepaid Expenses	1,800	12,900
Total current assets		27,876	189,179
Property and equipment, net of accumulated depreciation
of 5,698 as of December 31, 2009 and $3,492 as of December 31, 2008 , respectively		107,903	3,938
Other assets		-	84,100
Total assets		$ 135,779	$ 277,217
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued expenses	$ 5,103,783	$ 4,687,644
	Accrued executive compensation	1,221,071	846,583
	Advance payments received	-	154,114
	Notes payable - related parties	15,000	19,778
	Convertible notes payable - other, net of discount of $0 and
	and $0, as of December 31, 2009 and December 31, 2008 respectively	39,000	39,000
Total current liabilities		6,378,854	5,747,119
Derivative liability (Note 4)		-	1,660
Total liabilities		6,378,854	5,748,779
Commitments and contingencies
Deficiency in stockholders' equity
	Preferred stock, $0.0001 par value; 10,000,000 shares
	authorized, no shares issued and outstanding	-	-
	Common stock, $0.0001 par value; 100,000,000
	shares authorized, 97,890,981 and 97,490,981 issued and
	outstanding, as of December 31, 2009 and December 31, 2008 respectively	9,789	9,749
	Additional paid-in capital	19,964,510	19,931,944
	Deferred equity based expense	-	(437,699)
	Accumulated deficit	(26,729,793)	(24,975,556)
Total deficiency in stockholders' equity		(6,755,494)	(5,471,562)
Noncontrolling Interest		512,419	-
Total deficiency in stockholders' equity		(6,243,075)	(5,471,562)
Total liabilities and deficiency in stockholders' equity		$ 135,779	$ 277,217
The accompanying notes are an integral part of the consolidated financial statements.

US FUEL CORPORATION AND SUBSIDIARIES

~~[F3]~~(FORMERLY NUCLEAR SOLUTIONS, INC AND SUBSIDIARIES)

NUCLEAR SOLUTIONS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF LOSSES
		For the Years Ended December 31,
		2009	2008
Revenue		$ -	$ -
Executive compensation		432,188	581,042
Consulting		584,297	2,548,508
Legal and professional fees		511,289	630,449
General and administrative expenses		380,530	329,470
Depreciation and amortization		2,207	3,687
Payments received pursuant to collaborative arrangement		(154,114)	(470,886)
		1,756,397	3,622,270
Loss from operations		(1,756,397)	(3,622,270)
Other Income (expense)
	Interest expense	(4,975)	(457,891)
	Interest Income	502	478
	Change in fair value of derivative liability	(10,947)	31,597
Loss before provision for income taxes		(1,771,817)	(4,048,086)
Provision for income taxes		-	-
	Net loss	(1,771,817)	(4,048,086)
Net Loss attributable to the noncontrolling interest		17,581	-
Net Loss attributable to Nuclear Solutions, Inc.
	common shareholders	$ (1,754,236)	$ (4,048,086)
Basic and diluted loss per share		$ (0.02)	$ (0.04)
Weighted average number of common shares
	outstanding, basic and diluted	97,693,721	90,055,670
The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED BALANCE SHEETS

[F4]

	December 31,			December 31,
	2010			2009
ASSETS
Current assets:
Cash	$	-		$	1,576
Notes receivables		-			24,000
Accrued interest		-			500
Deposit		1,800			1,800

Total current assets		1,800			27,876

Property and equipment, net of accumulated depreciation of $9,273 and $5,698 as of December 31, 2010 and 2009 , respectively		104,328			107,903

Total assets	$	106,128		$	135,779

LIABILITIES AND DEFICIENCY IN EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	6,418,136		$	6,324,854
Notes payable - related parties		-			15,000
Convertible notes payable		39,000			39,000

Total current liabilities		6,457,136			6,378,854

Common stock subscription liability		245,000			-

Total liabilities		6,702,136			6,378,854

Commitments and contingencies

Deficiency in equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized, 99,120,981 and 97,890,981 issued and outstanding, as of December 31, 2010 and, 2009 respectively		9,912			9,789
Additional paid-in capital		19,969,387			19,964,510

Accumulated deficit		(27,078,463	)		(26,729,793	)

Total deficiency in stockholders’ equity		(7,099,164	)		(6,755,494	)

Noncontrolling Interest		503,156			512,419

Total deficiency in equity		(6,596,008	)		(6,243,075	)

Total liabilities and deficiency in equity	$	106,128		$	135,779

NUCLEAR SOLUTIONS, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE PERIOD JANUARY 1, 2008 TO DECEMBER 31, 2009
							Total Deficiency
	Common Stock		Additional	Deferred Equity	Accumulated	Non-Controlling	in Stockholders'
	Shares	Amount	Paid - In Capital	Based Expense	Deficit	Interest	Equity
Balance January 1, 2008	73,734,095	$7,374	$ 16,802,581	$(1,058,503)	$(20,927,471)	$ -	$ (5,176,019)
Shares issued for services	5,320,440	531	863,358	-	-	-	863,889
Shares issued for accrued expenses	1,299,446	130	535,870	-	-	-	536,000
Shares issued for payment of debt and Interest	16,271,524	1,627	1,467,168	-	-	-	1,468,795
Shares issued for cash	865,476	87	74,913	-	-	-	75,000
Beneficial conversion feature	-	-	185,000	-	-	-	185,000
Reclassify derivative liability	-	-	3,054	-	-	-	3,054
Cash received in excess of stock issued	-	-	-	-	-	-	-
Deferred compensation	-	-	-	(1,319,378)	-	-	(1,319,378)
Amortization of deferred compensation	-	-	-	1,940,183	-	-	1,940,183
Net loss	-	-	-	-	(4,048,086)	-	(4,048,086)
Balance December 31, 2008	97,490,981	$ 9,749	$19,931,944	$ (437,698)	$(24,975,557)	$-	$(5,471,562)
Shares issued for accrued expenses	400,000	40	19,960		-	-	20,000
Deferred compensation	-	-	-	(150,000)	-	-	(150,000)
Amortization of deferred compensation	-	-	-	587,698	-	-	587,698
Sale of subsidiary shares to noncontrolling
interest	-	-	-	-	-	530,000	530,000
Reclassification of derivative liability upon settlement	-	-	12,606	-	-	-	12,606
Net loss	-	-	-	-	(1,754,236)	$(17,581)	(1,771,817)
Balance December 31, 2009	97,890,981	$9,789	$19,964,510	$-	$ (26,729,793)	$512,419	$(6,243,075)

The accompanying notes are an integral part of the consolidated financial statements.

~~[F5]~~F-4

~~[F6]~~US FUEL CORPORATION AND SUBSIDIARIES

NUCLEAR SOLUTIONS ,INC
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
	For the Years Ended December 31,
	2009	2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,754,236)	$ (4,048,086)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization	2,207	3,687
Amortization of debt discount - beneficial conversion feature of
convertible note and warrants	1,666	444,617
Change in fair value of derivative liability	10,947	(31,597)
Loss attributable to noncontrolling interest	(17,581)	-
Amortization of deferred compensation	587,697	2,823,412
Changes in operating assets and liabilities:
Accounts receivable	(24,500)
Prepaid Expenses	12,900	100,000
Other Assets	82,300	(82,300)
Accounts payable and accrued expenses	289,511	(23,667)
Accrued executive compensation	374,488	375,118
Advance payments received	(154,114)	154,114
Net cash used in operating activities	(588,715)	(284,702)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(106,171)	-
Net cash used in investing activities	(106,171)	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt		208,000
Proceeds from sale of subsidiary shares	530,000	75,000
Proceeds from issuance of notes and loans	15,000
Payments on Loans	(24,817)	(15,000)
Net cash provided by financing activities	520,183	268,000
Net increase (decrease) in cash	(174,703)	(16,702)
Cash, beginning of period	176,279	192,981
Cash, end of period	$ 1,576	$ 176,279
Supplemental disclosures:
Cash paid for:
Interest
Income taxes
Non-cash investing and financial activities:
Amortization of debt discount - beneficial conversion feature of
convertible note and warrants	$ 1,666	$ 442,601
Reclassification of derivative liability to equity upon settlement	$ 12,606	$ -
Payment of debt and interest with common stock	$ -	$ 925,808
Beneficial conversion discount	$ -	$ 208,000
Payment of accrued expenses with common stock	$ 20,000	$ 1,078,987
The accompanying notes are an integral part of the consolidated financial statements.

(FORMERLY NUCLEAR SOLUTIONS, INC AND SUBSIDIARIES)

~~[F7]~~CONSOLIDATED STATEMENTS OF LOSSES

NUCLEAR SOLUTIONS, INC.

	For the Years Ended December 31,
	2010			2009
Revenue	$	-		$	-
Operating Expenses:
General and administrative expenses		327,958			1,908,304
Depreciation and amortization		3,575			2,207
Payments received pursuant to collaborative arrangement		-			(154,114	)
Bad debt		24,500
Total operating expenses		356,033			1,756,397

(Loss) from operations		(356,033	)		(1,756,397	)

Other Income (expense)
Interest expense		(1,900	)		(4,975	)
Interest Income		-			502
Change in fair value of derivative liability		-			(10,947	)
Loss before provision for income taxes		(357,933	)		(1,771,817	)

Provision for income taxes		-			-
Net loss		(357,933	)		(1,771,817	)

Net (Loss) attributable to the noncontrolling interest		(9,263	)		(17,581	)

Net (loss) attributable to US Fuel Corporation
common stockholders	$	(348,670	)	$	(1,754,236	)

Basic and diluted loss per share	$	(0.00	)	$	(0.02	)

Weighted average number of common shares out basic and diluted		98,804,214			97,693,721

The accompanying notes are an integral part of the consolidated financial statements.

F-5

US FUEL CORPORATION AND SUBSIDIARIES

(FORMERLY NUCLEAR SOLUTIONS, INC AND SUBSIDIARIES)

CONSOLIDATED STATEMENTS OF DEFICIENCY IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

	Common Stock Shares Stock		Common Stock Amount		Additional Amount Paid in Capital		Deferred Equity Based Expense			Accumulated Deficit			Non- Controlling Interest			Total Deficiency in Stockholders Equity'
Balance January 1, 2009		97,490,981	$	9,749	$	19,931,944	$	(437,698	)	$	(24,975,557	)	$	-		$	(5,471,562	)

Shares issued for services								-			-			-

Shares issued for accrued expenses		400,000		40		19,960		-			-			-			20,000

Deferred Compensation								(150,000	)		-			-			(150,000	)

Amortization of Deferred Compensation								587,698			-			-			587,698

Sale of Subsidiary Shares to Noncontrolling Interest		-		-				-			-			530,000			530,000

Reclassify derivative liability		-		-		12,606		-			-			-			12,606

Net loss		-		-		-		-			(1,754,236	)		(17,581	)		(1,771,817	)

Balance December 31, 2009		97,890,981	$	9,789	$	19,964,510	$	-		$	(26,729,793	)	$	-512,419		$	(6,243,075	)

Shares issued for expenses		1,230,000	$	123		4,877					-			-		$	5,000

Net loss		-		-		-		-			(348,670	)	$	(9,263	)		(357,933	)

Balance December 31, 2010		99,120,981	$	9,912	$	19,969,387	$	-		$	(27,098,463	)	$	503,156		$	(6,596,008	)

The accompanying notes are an integral part of the consolidated financial statements.

F-6

US FUEL CORPORATION AND SUBSIDIARIES

(FORMERLY NUCLEAR SOLUTIONS, INC AND SUBSIDIARIES)

CONSOLIDATED STATEMENT OF CASH FLOWS

	For the Years Ended December 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(357,933	)	$	(1,771,817	)
Adjustments to reconcile net loss to net cash used in operating activities
Bad debt		24,500			-
Depreciation and amortization		3,575			2,207
Stock based compensation		5,000
Amortization of debt discount - beneficial conversion feature of convertible note and warrants		-			1,666
Change in fair value of derivative liability		-			10,947
Amortization of deferred compensation		-			587,697
Changes in operating assets and liabilities:
Accounts receivable					(24,500	)
Prepaid expenses		-			12,900
Other Assets		-			82,300
Accounts payable and accrued expenses		93,282			663,999
Advance payments received		-			(154,114	)

Net cash used in operating activities		(231,576	)		(588,715	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		-			(106,171	)

Net cash (used) in investing activities		-			(106,171	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock subscription		245,000			-
Proceeds from sale of subsidiary shares		-			530,000
Proceeds from issuance of common stock
(Repayments) proceeds from issuance of notes and loans		(15,000	)		15,000
Payments on Loans		-			(24,817	)

Net cash provided by financing activities		230,000			520,183

Net increase (decrease) in cash		(1,576	)		(174,703	)

Cash, beginning of period		1,576			176,279

Cash, end of period	$	-		$	1,576

Supplemental disclosures:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Non-cash investing and financial activities:
Amortization of debt discount - beneficial conversion feature of
convertible note and warrants	$	-		$	1,666
Reclassification of derivative liability to equity upon settlement	$	-		$	12,606
Payment of accrued expenses with common stock	$	-		$	20,000

The accompanying notes are an integral part of the consolidated financial statements.

F-7

U.S. FUEL CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2009~~2010 and ~~2008~~2009

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

~~Nuclear~~US ~~Solutions,~~Fuel ~~Inc.~~Corporation ("the "Company") was organized on February 27, 1997 under the laws of the State of Nevada, as Stock Watch Man, Inc. On September 12, 2001, the Company amended its ~~articles~~Articles of ~~incorporation~~Incorporation to change its name to Nuclear Solutions, Inc. (“NSOL”) to ensure the corporate name properly reflected the new corporate business focus.

On September 2, 2005, ~~the~~NSOL ~~Company~~ formed a wholly owned subsidiary, Fuel Frontiers Inc. (“FFI”), ~~formally,~~to ~~Future~~pursue ~~Fuels,~~alternative ~~Inc.,~~fuel ~~which~~technology ~~had~~and ~~minimal operations through June 30, 2008~~projects.

On July 31, 2006 the ~~company~~Company formed a wholly owned subsidiary, Liquidyne Fuels, which has had no activity ~~through December 31, 2009~~.

~~The~~In ~~consolidated~~2008, ~~financial~~the ~~statements~~Nuclear ~~include~~Solutions ~~the~~Board ~~accounts~~ of Directors elected to focus the Company ~~and~~exclusively ~~its~~on ~~subsidiaries.~~the ~~All~~production ~~significant~~of ~~intercompany~~synthetic ~~transactions~~fuels ~~and~~through ~~balances~~the ~~have~~FFI ~~been~~subsidiary. ~~eliminated~~Activities related into ~~the~~nuclear ~~consolidated~~waste ~~financial~~remediation ~~statement~~were suspended.

On June 10, 2011, the Company name was changed from Nuclear Solutions to US Fuel Corporation, with a singular focus to design, build, own and operate coal-to-liquid (“CTL”) facilities.

Seeing no further need for the specific subsidiary, on September 12, 2012, FFI was dissolved.

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in the consolidated financial statement.

Business

~~Nuclear~~The ~~Solutions,~~business ~~Inc.~~of isUS ~~engaged~~Fuel inCorporation ~~the~~is to ~~research,~~acquire ~~development,~~ and ~~commercialization~~develop ofthe ~~innovative~~intellectual ~~product~~property ~~technologies,~~necessary ~~which~~to ~~are~~support ~~generally~~the ~~early-stage,~~construction ~~theoretical~~of ormultiple, ~~commercially~~scalable ~~unproven.~~facilities Wecapable of ~~operate~~producing aalternative ~~highly~~fuels, ~~technical~~with ~~business~~a ~~and our~~ primary ~~mission~~feedstock isof tocoal. ~~develop~~The ~~advanced~~current ~~product~~project ~~technologies~~plan toinvolves ~~address~~engineering ~~emerging~~a ~~market~~unique ~~opportunities~~combination of intechnologies as the ~~fields~~core of ~~homeland~~a ~~security,~~scalable ~~nanotechnology,~~process ~~and~~to ~~nuclear~~support ~~remediation.~~multiple ~~Our subsidiary Fuel Frontiers, Inc. concentrates on developing fuel~~ production facilities ~~to produce ultra-clean synthetic diesel from feedstocks such as coal~~.

F-7

[F8]

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Revenue Recognition

Revenues are recognized in the period that services are provided. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605 “Revenue Recognition”. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Payments received in advance are deferred.

Licensing fee income generally is being recognized ratably over the term of the license. The Company's management has determined that the collectibility and length of time to collect the remaining contracted price due from its licensee can not be reasonably assured. Accordingly, revenues will be recognized as collected.F-8

Collaborative Arrangement

~~The~~In 2007, the Company, through its subsidiary FFI, ~~has~~ entered into a collaborative arrangement with Kentucky Fuel Associates, Inc. (“KFA”) for the development of coal-based gas-to-liquid (“CTL”) fuel production facilities in the State of Kentucky. KFA has agreed to provide an initial funding of $2,000,000 per site to be applied by FFI towards any and all costs and expenses incurred in the ordinary course of business for the development, construction and arranging of financing to closure including without limitation the following costs: engineering, procurement, administrative, development management, financing, legal, operations and maintenance costs for each said fuel production facility. In consideration for KFA’s initial minimum funding contribution, KFA will receive 7% of the annual net pre-tax income of each jointly developed CTL diesel fuel facility and 2.5% equity interest in the first CTL diesel fuel facility developed by FFI and KFA. Additionally, KFA will have the exclusive right to develop CTL diesel fuel facilities with FFI in the state of Kentucky and a conditional first right of refusal to develop CTL diesel fuel facilities in the remainder of the United States.

We are accounting for this agreement pursuant to ASC Topic 808 “Collaborative Arrangements”. During the years ended December 31, ~~2009~~2010 and ~~2008~~2009, we ~~have~~ reported $~~154,114~~0 and $~~470~~115,~~886~~114, respectively, as payments received pursuant to collaborative agreements. The unexpended balance of payments received of $0 and $~~154,114~~0 at December 31, ~~2009~~2010 and ~~2008~~2009, respectively, is reported as a current liability as advance payments received.

~~[F9]~~KFA dissolved in 2012 and our contract with them is no longer in force. Accordingly, we no longer have any obligations to pay KFA and therefore any amounts previously set aside for KFA shall instead be retained by the Company.

Noncontrolling Interest

As a result of adopting ASC 810-10 Consolidations – Variable Interest Entities , we present non-controlling interests as a component of equity on our Consolidated Balance Sheets and Consolidated Statement of Deficiency in ~~Stockholders’~~ Equity.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and temporary cash investments with credit quality institutions and has not experienced any losses in its accounts.

Property and Equipment

The cost of furniture and equipment is depreciated over the estimated useful life of the assets utilizing the straight-line method of depreciation based on estimated useful lives of five years. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed and any resulting gain or loss is recognized.

F-9

Intangible and Long-lived Assets

The Company follows ASC 360, “Property Plant and Equipment” , which establishes a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Income Taxes

The Company utilizes ASC 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

Stock Based Compensation

The Company accounts for its stock based compensation under ASC 718 “Compensation – Stock Compensation” which was adopted in 2006, using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

Loss Per Share

The Company utilizes ASC 260, “Earnings Per Share” for calculating the basic and diluted loss per share. The assumed exercise of common stock equivalents was not utilized since the effect would be anti-dilutive. ~~At December 31, 2009 and 2008, the Company had 554,525 and 1,054,940 potentially dilutive securities, respectively.~~

[F10]

Liquidity

As shown in the accompanying consolidated financial statements, the Company has incurred net losses of $1,754,236 and $4,048,086 during the years ended December 31, 2009 and 2008, respectively. The Company's current liabilities exceeded its current assets by $6,350,977 as of December 31, 2009. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise.

Fair value of financial instruments

InThe ~~April~~carrying ~~2009~~amounts of financial instruments, ~~the~~which include accounts payable, accrued expenses and debt obligations approximate their fair values due to their short--£term nature and/or variable interest rates. The Company’s ~~adopted~~debt ~~accounting~~obligations ~~guidance~~bear interest at rates which ~~requires~~approximate ~~disclosures~~prevailing ~~about~~market rates for instruments with similar characteristics and, accordingly, the carrying values for these instruments approximate fair value. As of ~~financial~~December 31, ~~instruments~~2010 inand ~~interim~~2009, the Company did not have any financial ~~statements~~instruments asthat ~~well~~are asrequired into ~~annual~~be ~~financial~~measured ~~statements~~on a recurring basis.

~~Our~~The ~~short-term~~Company ~~financial~~adopted ~~instruments,~~new ~~including~~accounting ~~cash,~~guidance pursuant ~~notes~~to ~~receivable~~ASC 820 which established a framework for measuring fair value and ~~convertible~~expands ~~notes~~disclosure ~~payable,~~about ~~consist~~fair ~~primarily~~value ofmeasurements. The ~~instruments~~Company ~~without~~did ~~extended~~not ~~maturities~~elect fair value accounting for any assets and liabilities allowed by previous guidance. Effective January 1, 2009, the Company adopted the provisions accounting guidance that relate to non-financial assets and liabilities that are not required or permitted to be recognized or disclosed at fair value ofon ~~which,~~a ~~based~~recurring onbasis. ~~management’s~~Effective ~~estimates~~April 1, ~~reasonably~~2009, ~~approximate~~the ~~their~~Company ~~book~~adopted new ~~value.~~accounting ~~The~~guidance which provides additional guidance for estimating fair value ofin ~~our~~accordance ~~notes~~with isASC ~~based~~820, onwhen ~~management~~the ~~estimates~~ volume and ~~reasonably~~level ~~approximates~~of ~~their~~activity ~~book~~for ~~value~~the ~~based~~asset onor ~~their~~liability ~~current~~have ~~maturity~~significantly decreased. The ~~fair~~adoptions ~~value~~ of the ~~Company’s~~provisions ~~derivative~~of ~~instruments~~ASC is820 ~~determined~~did ~~using~~not have ~~option~~a ~~pricing~~material ~~models~~impact on our financial position or results of operations.

Effective November 1, 2008, the Company adopted new accounting guidance pursuant to ASC 820 which established a framework for measuring fair value and expands disclosure about fair value measurements. The Company did not elect fair value accounting for any assets and liabilities allowed by previous guidance. Effective January 1, 2009, the Company adopted the provisions accounting guidance that relate to nonF-financial assets and liabilities that are not required or permitted to be recognized or disclosed at fair value on a recurring basis. Effective April 1, 2009, the Company adopted new accounting guidance which provides additional guidance for estimating fair value in accordance with ASC 820, when the volume and level of activity for the asset or liability have significantly decreased. The adoptions of the provisions of ASC 820 did not have a material impact on our financial position or results of operations.10

ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:

· ¨ Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

· ¨ Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

· ¨ Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As of December 31, ~~2009~~2010 and ~~2008~~2009, the Company did not have any cash equivalents, therefore there were no assets measured at fair value. The Company’s conversion option liability was valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs. These financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy.

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (detachable warrants and conversion option liabilities) for the years ended December 31, ~~2009~~2010 and ~~2008~~2009.

			2009		2008
	2010		2009
Balance at beginning of year	$	-	$ ~~1,660~~	1,660	~~$ 13,311~~
Additions to derivative instruments		-	-	-	~~23,000~~
Change in fair value of conversion option		—	~~10,946~~	10,946	~~(31,597)~~
Reclassification to equity upon repayment of debt		-	~~(12,606)~~	(12,606	~~(3,054~~)
Balance at end of year	$	-	$ -	-	~~$ 1,660~~

The total amount of the changes in fair value for the period was included in net loss as a result of changes in the Company’s stock price during ~~2009~~2010 and ~~2008~~2009.

[F11]

New Accounting Pronouncements

~~With~~Management ~~the~~does ~~exception~~not ofbelieve ~~those~~that ~~discussed~~any ~~below~~recently issued, ~~there~~but ~~have~~not ~~been~~yet ~~no recent accounting pronouncements or changes in accounting pronouncements during 2009~~effective, ~~as compared to the recent~~ accounting ~~pronouncements~~standards ~~described~~if incurrently adopted ~~the~~would ~~Company’s~~have ~~Annual~~a ~~Report~~material effect on ~~Form 10-K for~~ the ~~year~~accompanying ~~ended~~consolidated ~~December~~financial ~~31, 2008, that are of significance, or potential significance to the Company~~statements.

Accounting Standards Codification and GAAP Hierarchy — Effective for interim and annual periods ending after September 15, 2009, the Accounting Standards Codification and related disclosure requirements issued by the FASB became the single official source of authoritative, nongovernmental GAAP. The ASC simplifies GAAP, without change, by consolidating the numerous, predecessor accounting standards and requirements into logically organized topics. All other literature not included in the ASC is nonF-authoritative. We adopted the ASC as of September 30, 2009, which did not have any impact on our results of operations, financial condition or cash flows as it does not represent new accounting literature or requirements. All references to pre-codified U.S. GAAP have been removed from this Form 10-K.11

In December 2007 the FASB issued new accounting guidance which establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This guidance changes the way the consolidated income statement is presented. It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. This guidance establishes disclosure requirements in the consolidated financial statements, which will enable users to clearly distinguish between the interests of the parent’s owners and the interests of the non-controlling owners of a subsidiary. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008; earlier adoption is prohibited. The adoption of this guidance had no impact to the Company’s consolidated financial position, results of operations, or cash flows.

In May 2009, the FASB issued new accounting guidance which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The guidance will be effective for interim and annual financial periods ending after June 15, 2009. The Company adopted the guidance during the three months ended June 30, 2009. The adoption of this guidance had no impact on the Company’s consolidated financial position, results of operations, or cash flows.

[F12]

In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force , that provides amendments to the criteria for separating consideration in multiple-deliverable arrangements. As a result of these amendments, multiple-deliverable revenue arrangements will be separated in more circumstances than under existing U.S. GAAP. The ASU does this by establishing a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. A vendor will be required to determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. This ASU also eliminates the residual method of allocation and will require that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the overall arrangement proportionally to each deliverable based on its relative selling price. Expanded disclosures of qualitative and quantitative information regarding application of the multiple-deliverable revenue arrangement guidance are also required under the ASU. The ASU does not apply to arrangements for which industry specific allocation and measurement guidance exists, such as long-term construction contracts and software transactions. ASU No. 2009-13 is effective beginning January 1, 2011. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated results of operations and financial condition.

In October 2009, the FASB issued ASU No. 2009-14, Certain Revenue Arrangements That Include Software Elements—a consensus of the FASB Emerging Issues Task Force , that reduces the types of transactions that fall within the current scope of software revenue recognition guidance. Existing software revenue recognition guidance requires that its provisions be applied to an entire arrangement when the sale of any products or services containing or utilizing software when the software is considered more than incidental to the product or service. As a result of the amendments included in ASU No. 2009-14, many tangible products and services that rely on software will be accounted for under the multiple-element arrangements revenue recognition guidance rather than under the software revenue recognition guidance. Under the ASU, the following components would be excluded from the scope of software revenue recognition guidance: the tangible element of the product, software products bundled with tangible products where the software components and non-software components function together to deliver the product’s essential functionality, and undelivered components that relate to software that is essential to the tangible product’s functionality. The ASU also provides guidance on how to allocate transaction consideration when an arrangement contains both deliverables within the scope of software revenue guidance (software deliverables) and deliverables not within the scope of that guidance (non-software deliverables). ASU No. 2009-14 is effective beginning January 1, 2011. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated results of operations and financial condition.

[F13]

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has a net loss of $1357,~~754,236~~933 and $41,~~048~~771,~~086~~817 during the years ended December 31, ~~2009~~2010 and ~~2008~~2009, respectively and a working capital deficiency of $6,~~350~~455,~~977~~366 and a ~~stockholders'~~ deficiency in equity of $6,~~243~~596,~~075~~008 atas of December 31, ~~2009~~2010. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional funds and implement its business plan. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its effort to secure additional equity financing. If operations and cash flows continue to improve through these efforts, management believes that the Company can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems.

IfNOTE ~~operations~~4 ~~and~~– ~~cash~~NOTES flows continue to improve through these efforts, management believes that the Company can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems.RECEIVABLE

~~The~~During ~~Company's~~2009, ~~existence~~the isCompany ~~dependent~~advanced ~~upon~~an ~~management's~~aggregate ~~ability~~of $24,000 to KFA ~~develop~~pursuant ~~profitable~~to ~~operations~~promissory ~~and~~notes ~~resolve~~bearing ~~its~~interest ~~liquidity~~at ~~problems.~~5% ~~Management anticipates the Company will attain profitable status~~ and ~~improve~~maturing ~~its~~January ~~liquidity through the continued developing~~22, ~~marketing~~2010. ~~and~~Note ~~selling~~was ofdeemed ~~its~~uncollectable ~~services and additional equity investment~~ in ~~the Company~~2010.

NOTE 45 -- PROPERTY ~~CONVERTIBLE~~AND ~~DEBT~~EQUIPMENT

~~Notes~~Property ~~payable~~and atequipment as of December 31, ~~2009~~2010 and ~~2008~~2009 consists of the following:

	December 31,			December 31,
	2010			2009
		2009			2008
Land	$	95,726		$	95,726
Global Atomic Inc. demand note payable to related party at 10% per year, convertible into common stock at $1.00 per share	$	4,000		$	4,000
Fixtures and equipment		17,875			17,875
International Fission demand note payable to related party at 10% per year, convertible into common stock at $1.00 per share		15,000			15,000
		113,601			113,601
Jackie Brown, demand note payable to related party, non -interest bearing, convertible into common stock at $1.00 per share		20,000			20,000
Less: accumulated depreciation		(9,273	)		(5,698	)
John Powers note payable to related party, convertible into common stock at a 50% discount to market; interest rate 14%; maturity June 4, 2009		—			13,444
Net property and equipment	$	104,328		$	107,903
John Powers note payable to related party, convertible into common stock at a 50% discount to market; interest rate 14%; maturity June 4, 2009		—			8,000
Total notes payable		39,000			60,444
Less: current portion		(39,000)			(60,444	)
Balance notes payable (long term portion)	$	—		$	—

During 2009, the Company purchased a parcel of land for $95,726 to be utilized in the CTL project. Depreciation expense totaled $3,575 and$ 2,207 for the years ended December 31, 2010 and 2009, respectively.

F-12

NOTE 6 - CONVERTIBLE DEBT

Notes payable at December 31, 2010 and 2009:

	December 31,			December 31,
	2010			2009
Global Atomic Inc. demand note payable to related party at 10% per year, convertible into common stock at $1.00 per share	$	4,000		$	4,000
International Fission demand note payable to related party at 10% per year, convertible into common stock at $1.00 per share		15,000			15,000
Jackie Brown, demand note payable to related party, non -interest bearing, convertible into common stock at $1.00 per share		20,000			20,000
Total notes payable		39,000			39,000
Less: current portion		(39,000	)		(39,000	)
Balance notes payable (long term portion)	$	—		$	—

During 2009, we repaid two convertible notes aggregating $21,444. As a result, the fair value of the derivative liability associated with the conversion feature of these notes on the date of repayment, aggregating $12,606, was reclassified to additional paid-in capital.

~~During~~For ~~March 2008~~ the ~~Company~~years ~~received~~ended advances from Denise Barbato in the amount of $50,000. The advances are convertible into common stock at the rate of $0.084 per share pursuant to the January, 2004 debt consolidation agreement and are due on December 31, ~~2008. Since the advances are convertible at a discount to market~~2009, the Company ~~has~~reflected ~~recorded~~ a ~~debt~~charge ~~discount related to the beneficial conversion feature in the amount~~ of $5010,~~000,~~947 ~~based~~representing on the ~~proceeds~~change ~~received.~~in ~~The discount has been fully expensed at December 31, 2008, since~~ the ~~debt~~value ~~was settled through the issuance~~ of ~~common~~our ~~stock~~embedded onconversion ~~April~~options ~~27,~~during ~~2008~~the periods.

~~During~~NOTE ~~the~~7 ~~three~~– ~~months~~RELATED ~~ended~~PARTY ~~March~~TRANSACTION ~~31, 2008 the Company issued an aggregate of 8,887,000 shares of common stock as payment of $737,221 of principle and $9,287 of accrued interest to Denise Barbato.~~

~~During~~On ~~April~~December ~~2008~~3, 2009, the Company ~~issued~~executed ana ~~aggregate~~promissory note in the amount of 2$15,~~134,524~~000. ~~shares~~The ofnote ~~common~~bears ~~stock~~no asinterest ~~payment~~and ofwas ~~$179,002~~due ofon ~~principle~~April ~~and~~3, ~~$298~~2010. ofThe ~~accrued~~note ~~interest~~was torepaid ~~Denise~~on ~~Barbato~~March 11, 2010.

~~For~~During the ~~years~~year ended ~~December 31~~2010, ~~2009 and 2008,~~ the Company ~~reflected~~incurred arent ~~charge~~and ofadministrative expenses ~~$10,947and~~payable to a ~~credit~~related ofparty totaling $3140,~~597 respectively, representing the change in the value of our embedded conversion options during the periods~~950.

~~For~~NOTE ~~the~~8 ~~years~~– ~~ended~~STOCKHOLDER'S ~~December 31, 2009 and 2008, the Company reflected charges of $1,666 and $444,617 respectively, representing the amortization of debt discount as interest expense during the periods.~~ EQUITY

~~[F14]~~The Company is authorized to issue 100,000,000 shares of common stock with $0.0001 par value per share. As of December 31, 2010 and 2009, the Company has issued and outstanding 99,120,981 and 97,890,981 shares of common stock, respectively.

~~NOTE~~During 5the –year ~~NOTE~~ended ~~PAYABLE~~December 31, 2009, the Company issued 400,000 shares of common stock as payment of expenses accrued as of December 31, 2008 in the amount of $20,000.

On ~~December~~April 35, ~~2009~~2010, the Company ~~executed~~issued ~~a promissory note in the amount of $15~~1,230,000. ~~The~~shares ~~note~~of ~~bears~~common stock noto ~~interest~~a ~~and~~former ~~was due April 3, 2010~~officer. ~~The note was repaid on March 11, 2010.~~

~~NOTE~~During 6the –year ~~STOCKHOLDER'S~~ended ~~EQUITY~~December 31, 2010, the Company received $245,000 or a subscription liability from G & A Capital Development LLC.

~~The~~NOTE ~~Company~~9 is– ~~authorized~~NONCONTROLLING to issue 100,000,000 shares of common stock with $0.0001 par value per share. As of December 31, 2009 and 2008, the Company has issued and outstanding 97,890,981 and 97,490,981 shares of common stock, respectively.INTEREST

~~During~~The Company initially owned 100% of the issued ~~year~~and ~~ended~~outstanding ~~December~~common 31stock of its subsidiary, FFI, which was represented by 30,000,000 shares. On June 12, 2009, the Company entered ~~issued~~into ~~400~~a Stock Purchase Agreement and sold 10%,~~000~~ ~~shares~~or of3,000,000 FFI common ~~stock~~shares as(the ~~payment~~“Shares”) ofto ~~expenses~~Schrader ~~accrued~~& Associates atDefined ~~December~~Benefit ~~31,~~Pension ~~2008~~Plan in(“Schrader”) for the ~~amount~~sum of $20350,000.

~~During~~Schrader granted the ~~year~~Company ~~ended~~the ~~December~~first right ~~31,~~of ~~2008~~refusal ~~the~~to ~~Company~~match ~~issued~~or anexceed ~~aggregate~~any ofthird ~~5,320,440~~party ~~shares~~bona offide ~~common~~offer ~~stock,~~to ~~valued~~purchase atthe ~~$863,888,~~Shares ~~for~~until ~~consulting~~June ~~services~~12, 2014.

~~During~~Additionally, on June 12, 2009, in consideration of $5,000, the ~~year~~Company ~~ended~~granted ~~December~~Schrader 31an option to purchase an additional 10% of FFI for the sum of $350,000. The ~~2008~~option expired on September 12, 2009. On June 30, 2009, Schrader partially exercised the ~~Company~~option ~~issued~~and purchased 1,~~299~~500,~~446~~000 common shares of asFFI, ~~payment~~which represented 5.0% percent of ~~expenses~~the ~~accrued~~issued atand ~~December~~outstanding ~~31,~~common ~~2007~~stock inof ~~the~~FFI ~~amount~~on such date, for proceeds of $~~536~~175,000.

~~On June 10, 2008 the Company issued 5,250,000 shares as payment of accrued executive compensation of $542,987. Of this amount, $523,647 was accrued at December 31, 2007.~~F-13

~~During~~The ~~April~~investment ~~2008~~by weSchrader ~~issued~~in ~~865,476~~FFI ~~shares~~is torecorded as ~~Denise~~a ~~Barbato~~noncontrolling ~~for~~interest ~~proceeds~~in ofthe ~~$75,000.~~financial ~~The~~statements ~~proceeds~~and ~~were~~is ~~received~~summarized inas ~~the~~follows ~~third~~as ~~quarter.~~of December 31, 2010 and 2009:

During the year ended December 31, 2008 the Company issued 11,021,524 shares of common stock as payment of $925,808 of principal and interest due to Denise Barbato.

Sale of FFI shares	$	525,000
Sale of option		5,000
Allocated loss 2009		(17,581	)
Balance at December 31, 2009		512,419
2010 (loss)		(9,263	)
Balance at December 31, 2010	$	503,156

NOTE 7 – NONCONTROLLING INTEREST

The Company owned 100% of the issued and outstanding common stock of FFI represented by 30,000,000 shares. On June 12, 2009, the Company entered into a Stock Purchase Agreement and sold 10%, or 3,000,000 FFI common shares (the “Shares”) to Schrader & Associates Defined Benefit Pension Plan (herein, “Schrader”) for the sum of $350,000.

FFI granted Schrader demand and piggyback registration rights on the Shares. Schrader granted the Company the first right of refusal to match or exceed any third party bona fide offer to purchase the Shares until June 12, 2014.

Additionally, on June 12, 2009, in consideration of $5,000, the Company granted Schrader an option to purchase an additional 10% of FFI for the sum of $350,000. The option expired on September 12, 2009. On June 30, 2009, Schrader partially exercised the option and purchased an additional 1,500,000 common shares of FFI, which represents 5.0% percent of the issued and outstanding common stock of FFI, for proceeds of $175,000.

The investment by Schrader in FFI is recorded as a noncontrolling interest in the financial statements and is summarized as follows at December 31, 2009:

Sale of FFI shares	$	525,000
Sale of option		5,000
Allocated loss		(17,581	)
Balance at December 30, 2009	$	512,419

[F15]

Management Agreement

In conjunction with the sale of its partial interest in FFI on June 12, 2009, the Company, FFI and Schrader entered into a Management Agreement, (the “Agreement”). The Agreement states that the Company will use the proceeds ofreceived from the sale of the Shares according to the ~~Company’s use of proceeds~~ Schedule ~~which is~~ attached to the Agreement. Additionally, the Company ~~has~~ agreed to nominate and appoint, and or vote into office one person named by Schrader ~~who~~to ~~will~~ be ~~seated as~~ a member of ~~the~~ FFI's board of directors for a 12-month term.

FFI, upon receipt of funds from the Company’s use of proceeds schedule, has agreed to purchase certain real property located in Muhlenberg, Kentucky (the “Muhlenberg Property”) for the proposed construction of a Coal-to-Liquids (“CTL”) plant for approximately $150,000. FFI has agreed to take title to the Muhlenberg Property in such a manner so that the property ownership would automatically transfer to Schrader in the event FFI were to file a petition in Bankruptcy Court, wind-up or liquidate.

Additionally, if FFI were to abandon its pursuit of a CTL plant on the Muhlenberg Property because of FFI’s inability to obtain all appropriate approvals and permits required for a CTL plant, then FFI would sell the Muhlenberg Property and use the net proceeds to acquire another property for a CTL plant according to the same type of acquisition and title structure.

If FFI were able to secure an off-take agreement or fuel purchase agreement for fuels from its proposed CTL Plant, that would permit FFI to secure project financing, or if FFI were to secure project financing using the Muhlenberg or similar property as collateral, the Schrader would quit claim the future interest in and to the property to FFI.

NOTE 8 – NOTES RECEIVABLE

During 2009 the Company advanced an aggregate of $24,000 to KFA pursuant to promissory notes bearing interest at 5% and maturing January 22, 2010.

NOTE 9 - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2009 and 2008 consists of the following:

	2009			2008
Land	$	95,726		$	—
Fixtures and equipment		17,875			7,430
		113,601			7,430
Less: accumulated depreciation		(5,698	)		(3,492	)
Net property and equipment	$	107,903		$	3,938

Depreciation expense totaled $2,207 and 3,687 for the years ended December 31, 2009 and 2008, respectively.

During 2009 the Company purchased a parcel of land for $95,726 to be utilized in the CTL project.

NOTE 10 - ACCRUED EXECUTIVE COMPENSATION

~~The~~As ~~Company~~of ~~had~~December ~~an Employment Agreement with Paul M. Brown~~31, ~~its~~2010 ~~former~~and ~~president~~2009, ~~whereby~~ the Company ~~was~~owed toformer ~~pay~~and current ~~Mr.~~employees ~~Brown~~approximately ~~an annual base salary of~~ $~~250~~1,~~000. For the year ended December 31~~284,154 ~~2002,~~and ~~the amount accrued until Mr. Brown's death was~~ $~~142~~1,~~667. As of December 31~~221, ~~2009 and 2008 the amount accrued was $142~~071,~~667~~ respectively.

OnThe ~~September 13, 2001, the~~ Company ~~hired~~had ~~Patrick~~an ~~Herda~~Employment asAgreement with ~~the~~Paul ~~vice president of business development~~M. ~~Currently~~Brown, ~~Mr.~~its ~~Herda~~former ~~is the~~ President, ~~and~~whereby ~~CEO of~~ the ~~company.~~Company ~~For~~was ~~the~~to ~~year~~pay ~~2006,~~ Mr. ~~Herda's~~Brown ~~salary~~an ~~was~~annual ~~$110,000~~base ~~and for the year 2007 Mr. Herda's~~ salary ~~was~~of $55250,000. ~~The Company has been unable to pay~~ Mr. ~~Herda's~~Brown passed ~~his~~away ~~full~~in ~~salary~~April ~~and~~2002. ~~these~~For ~~unpaid~~the ~~sums~~year ~~have~~ended ~~been~~December ~~accrued. On January 10~~31, ~~2006 Mr. Herda entered into a 3-way agreement whereby he irrevocably assigned deferred compensation totaling $542~~2002,~~987~~ tothe ~~IPTH~~amount ~~in exchange for a guarantee to receive a minimum~~ of ~~$80,000 in cash~~ salary ~~from~~accrued ~~Nuclear~~until ~~Solutions, Inc~~Mr. ~~for~~Brown's ~~the~~death ~~2006~~was ~~fiscal year~~$142,667. Such Onamount ~~June~~has ~~10,~~not ~~2008~~been ~~pursuant~~paid to ~~the January 10, 2006 agreement the Company issued 5,250,000 shares to IPTH valued at $542,987~~Mr. AsBrown's ofestate ~~December~~and ~~31,~~remains ~~2009~~a ~~and~~liability ~~2008,~~on the ~~amount~~Company's ~~accrued was $171,376 and $31,576, respectively~~books.

~~[F16]~~On September 13, 2001, the Company hired Patrick Herda as the Vice President of Business Development. Mr. Herda was the President and CEO of the Company from September 2001 until October 2009. Mr. Herda's salary was $110,000 for the year ended December 1, 2006, and $55,000 for the year ended December 31, 2007. The Company was unable to pay Mr. Herda his full salary and these unpaid sums have been accrued. On January 10, 2006, Mr. Herda entered into a 3-way agreement whereby he irrevocably assigned deferred compensation totaling $542,987 to I.P. Technology Holding, Inc.(IPTH), a New Jersey corporation with whom we had a licensing agreement, in exchange for a guarantee to receive a minimum of $80,000 in cash salary from the Company for the 2006 fiscal year. On June 10, 2008, pursuant to the January 10, 2006 agreement, the Company issued 5,250,000 shares to IPTH valued at $542,987. As of December 31, 2010 and 2009, the amount accrued was $161,376 and $171,376, respectively.

On January 23, 2002, the Company hired John Dempsey as the vice president at an annual base salary of $120,000. Mr. Dempsey resigned effective September 5, 2005. The Company has been unable to pay Mr. Dempsey's full salary in past years and these unpaid sums have been accrued. As of December 31, 2009 and 2008, the amount accrued was $328,799 and at Mr. Dempsey's discretion will be paid back either in cash or common stock at a price of $1 per share.F-14

~~Kenneth~~On ~~Faith~~January 23, 2002, the ~~company’s~~Company ~~Chief~~hired John ~~Financial~~Dempsey ~~Officer~~as ~~did~~the ~~not~~Vice ~~receive~~President aat ~~salary~~an ~~during fiscal year ending December 31, 2007. The board of directors authorized setting Mr. Faith’s~~ annual base salary atof $~~225~~120,000. ~~commencing~~Mr. ~~March~~Dempsey 1,resigned ~~2008.~~effective ~~During~~September ~~2008~~5, ~~the~~2005. The Company has been unable to pay Mr. ~~Faith~~Dempsey's ~~his~~ full salary ~~and~~in ~~has~~past ~~accrued~~years ~~the~~and these unpaid ~~amount~~sums have been accrued. As of December 31, ~~2009 and 2008~~2010, the amount accrued was $~~382~~328,~~500~~799 and at Mr. Dempsey's discretion will be paid back either in cash or common stock at a price of $~~167,500,~~1 ~~respectively~~per share.

~~John~~Kenneth ~~Powers~~Faith, ~~independent~~the ~~director~~Company’s ofChief Financial ~~the~~Officer ~~company~~from 2007 to 2011, did not receive a salary during the fiscal year ~~ending~~ended December 31, 2007. The board of directors ~~authorized~~approved ~~setting~~an ~~Mr.~~annual ~~Powers~~base ~~2008~~salary ~~directors’~~of ~~compensation at~~ $26225,~~250~~000 commencing March 1, 2008. ~~During~~The ~~2009 and 2008, the~~ Company ~~has~~was ~~been~~never ~~unable~~able to pay Mr. ~~Powers~~Faith's full ~~his~~salary; it ultimately accrued approximately $455,500 in owed compensation, ~~and~~but Mr. Faith has ~~accrued~~since ~~the~~settled ~~unpaid~~this ~~amount.~~debt Asthrough the ofG ~~December~~& ~~31,~~A ~~2009~~Capital Agreement and ~~2008,~~ the ~~amount~~Company ~~accrued~~no ~~was~~longer ~~$41,562~~owes ~~and~~any ~~$21~~amounts to Mr. Faith; therefore,~~875,~~ ~~respectively~~therefore such debt is no longer reflected on the Company's books.

~~Jack~~John ~~Young~~Powers, asan ~~Vice~~independent ~~President~~director of the ~~Nuclear~~Company ~~Solutions,~~from ~~Inc.~~June 2002 to October 2009, did not receive a salary during the fiscal year ~~ending~~ended December 31, 2007. ~~Commencing March 2008, the~~ The board of directors ~~authorized~~approved ~~setting~~giving Mr. ~~Young’s~~Powers ~~annual base salary at~~ $~~185~~26,~~000.~~250 ~~The~~in ~~Company~~directors ~~has~~compensation ~~been~~commencing ~~unable~~March to1, ~~pay~~2008 ~~Mr. Young his full salary~~ and ~~has~~G ~~accrued~~& ~~the~~A ~~unpaid~~Capital paid ~~amount.~~such Asamounts ofthrough ~~December~~its ~~31,~~agreement ~~2009~~with ~~and 2008,~~ the ~~amount accrued was $154,167~~Company.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

On November 3, 2005, FFI entered into a fifteen-year land lease with Venture III Associates, renewable for up to 90 years, for an approximate six-acre site in Toms River, New Jersey to build a proposed 52 million gallon waste-to-ethanol production facility in exchange for 1,000,000 shares of FFI common stock. ~~When~~The ~~the~~lease ~~facility~~initially ~~commences~~required ~~operations~~ FFI ~~will~~to pay Venture III $240,000 dollars annually in equal monthly installments, plus three (3%) percent of the net operating profit of the waste-to-ethanol facility when the facility begins operations.; ~~The~~Venture ~~payment~~III agreed to defer receipt of the 1,000,000 shares of FFI common stock ~~was deferred by Venture III~~ until groundbreaking ~~occurs~~occurred for the waste to fuel facility on said property. Toms River ultimately prohibited us from building the facility on the site, but G & A Capital gave 1,000,000 shares of the Company's common stock that it owned to Venture III for the work they had done to date.

~~For the years ended December 31, 2009 and 2008, the company paid $33,600 and $53,212 in rent expense respectively.~~ The Company does not currently have any long-term lease commitments except as noted above.

The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

On September 30, 2010, plaintiff Scott Schrader initiated litigation in the Commonwealth of Kentucky, Franklin Circuit Court, Case No 10-CI-01548 against Nuclear Solutions, Fuel Frontiers and other individuals. In the lawsuit, plaintiff alleges a dispute over an investment in the Company and presents claims for breach of contract, intentional misrepresentations, negligence, fraud and fraudulent inducement, unjust enrichment and breach of constructive or resulting trust.

NOTE 12 -OPTIONS AND WARRANTS

The following table summarizes the changes in options and warrants outstanding and the related exercise prices for the shares of the Company's common stock issued by the Company as of December 31, ~~2009~~ 2010.

	Number of Shares		Weighted Average Exercise Price
Outstanding at December 31, 2007		—		—
Granted		500,000	$	0.35
Exercised		—		—
Canceled or expired		—		—
Outstanding at December 31, 2008		500,000		0.35
Granted		—		—
Exercised		—		—
Canceled or expired		—		—
Outstanding at December 31, 2009		500,000	$	0.35

F-15

The outstanding warrants expire on March 22, 2010.

	Number of Shares			Weighted Average Exercise Price

Outstanding as of December 31, 2008		—			—
Granted		500,000		$	0.35
Exercised		—			—
Canceled or expired		—			—

Outstanding as of December 31, 2009		500,000			0.35
Granted		—			—
Exercised		—			—
Canceled or expired		(500,000	)		(.35	)
Outstanding as of December 31, 2010		-		$	-

~~[F17]~~The outstanding warrants expired on March 22, 2010.

NOTE 13 - NON-QUALIFIED STOCK GRANT AND OPTION PLAN

~~The~~In ~~Company~~2007, ~~has~~the Company adopted Non-Qualified Stock Grant and Option Plan, which expired in 2010. The Plan iswas administered by the Company's Board of Directors. Directors, officers, employees, consultants, attorneys, and others who ~~provide~~provided services to the Company ~~are~~were eligible participants. Participants ~~are~~ were eligible to be granted warrants, options, common stock as compensation.

On June 30, 2003, the Company adopted the 2003 Non-Qualified Stock Grant and Option Plan. The Plan reserved 5,000,000 shares. The Plan was registered on a Form S-8 registration statement on July 28, 2003. On March 30 2004, the Company adopted the 2004 Non-Qualified Stock Grant and Option Plan. The Plan reserved 5,000,000 shares. The Plan was registered on a Form S-8 registration statement on March 30, 2004. The Company issued 5,000,000 shares to thirteen individual comprised of consultants, attorneys and others who provided services to Company during 2004. On November 10, 2004, the Company adopted the 2005 Non-Qualified Stock Grant and Option Plan. The Plan reserved 4,000,000 shares. The Plan was registered on a Form S-8 registration statement filed on November 16, 2004. The Company issued 2,071,601 shares to six individuals comprised of consultants, attorneys and others who provided services to the Company during 2004. On August 5, 2005, the Company adopted another 2005 Non-Qualified Stock Grant and Option Plan. The Plan reserved 5,500,000 shares. The Plan was registered on a Form S-8 registration statement filed on August 17, 2005.

On March 9, 2007, the Company registered 5,000,000 common shares under a new Stock Grant Plan. The Stock Grant Plan is intended to serve as an incentive to and to encourage stock ownership by certain directors, officers, employees of and certain persons rendering contract services to the Company, so that they may acquire or increase their proprietary interest in the success of the Corporation, and to encourage them to remain in the Corporation's service.

On November 28, 2007, the company adopted a Stock Grant Plan. The plan reserved 5,000,000 shares. The Plan was registered on Form S-8 Registration Statement filed on December 6, 2007. Directors, officers, employees, consultants, attorneys, and others who provide services to our Company are eligible participants. Participants are eligible to be granted warrants, options, common stock as compensation.

NOTE 14 - INCOME TAXES

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $18 million, which will expire by 2030. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company's future use of its existing net operating losses may be subject to limitations of Section 382 of the Internal Revenue Code. As of December 31, ~~2009~~2010, we have fully allowed for any deferred tax assets as management has determined that it is more-likely-than-not that we will nonot sustain the use of our net operating loss carryforwards and have established a valuation allowance for them. The valuation allowance increased by $~~616~~91,~~000~~100 and $1616,~~400,~~000 during the years ended December 31, ~~2009~~2010 and ~~2008~~2009, respectively.

~~Significant~~The ~~components~~Company offiles income tax returns in the United States federal jurisdiction and certain states in the United States. The Company's ~~deferred~~is delinquent in filing its federal and state income tax ~~assets~~returns for atthe years ended December 31, ~~2009~~2010, 2011 and ~~2008~~2012. No tax returns are ascurrently ~~follows:~~under examination by any tax authorities.

	2009			2008
Deferred income tax asset:
Net operating loss carryforward	$	8,044,000		$	7,428,000
Valuation allowance		(8,044,000	)		(7,428,000	)
Net deferred tax asset	$	-		$	-

F-16

~~The~~NOTE ~~provision~~15 ~~for~~- income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:SUBSEQUENT EVENTS

	2009			2008
U.S. federal statutory rate		-35	%		-35	%
Valuation allowance		35	%		35	%
Total		-			-

On May 12, 2011, the Company entered into an agreement with G & A Capital Development LLC (“G & A Capital”) whereby the Company issued 200,000,000 shares of Series A Preferred shares and a warrant to purchase 496,277,915 shares of common stock for an aggregate price of $2,000,000. The warrant shall have an exercise term of six months. Upon the Company increasing their number of authorized shares, the 200,000,000 shares of Series A Preferred shares were agreed to be exchanged for 164,402,076 shares of common stock. The share and warrant issuances were in consideration of G & A Capital making previous payments on the Company’s behalf totaling $662,540 and an agreement that of G &A Capital will assume the outstanding financial obligations incurred by the Company up to $8,000,000 as long as the liability was incurred on or before September 11, 2011 in accounts payable and officers compensation packages.

~~[F18]~~On October 19, 2011, the Company entered into an agreement with a consultant. The consultant agreed to accept 687,500 common shares as payment in full of consulting fees earned prior to 2009 totaling $372,500. In accordance with the May 12, 2011 agreement with G & A Capital, the settlement was consummated through the distribution of shares held by G & A Capital.

AsThe Company's Board of ~~December~~Directors ~~31,~~passed a ~~2009,~~resolution to amend the Articles of Incorporation as required by the G & A Capital Stock Purchase Agreement of June 11, 2011. The Company ~~has~~agreed ato ~~net~~amend ~~operating~~its ~~loss~~Articles ~~carry~~of ~~forward~~Incorporation to, ~~subject~~among other things, increase the authorized common stock capital to ~~limitations~~800,000,000 shares. Upon amendment of ~~Section~~the ~~382~~Articles of Incorporation, G & A Capital would exchange the ~~Internal~~5,000,000 ~~Revenue~~shares ~~Code~~of preferred stock for 164,402,076 ascommon ~~amended~~shares, aswith ~~follows:~~the preferred shares being cancelled and returned to the treasury. Upon the exchange of the preferred stock for the common stock, The Company would issue a warrant for the purchase of an additional 496,277,915 common shares for an aggregate price of $2,000,000.

Year	Amount		Expiration
2000	$	28,719	2020
2001	$	710,858	2021
2002	$	1,902,582	2022
2003	$	1,663,209	2023
2004	$	1,474,681	2024
2005	$	3,475,575	2025
2006	$	2,627,526	2026
2007	$	5,341,128	2027
2008	$	4,000,000	2028
2009	$	1,759,000	2028

On October 7, 2011, FINRA approved the change to US Fuel Corporation and the symbol change from NSOL to USFF.

~~The~~On ~~Company~~October ~~files~~11, ~~income~~2011, ~~tax~~the ~~returns~~Company inentered into ~~the~~an ~~United~~agreement ~~States~~with ~~federal~~Larry ~~jurisdiction~~E. ~~and~~Harris ~~certain~~under ~~states~~which inHarris ~~the~~would ~~United~~receive ~~States.~~½ ~~The~~of ~~Company~~1% isof in the ~~process~~net ofoperating ~~preparing~~income ~~and~~of ~~filing~~the ~~its~~ first US ~~federal~~Fuel ~~returns.~~coal--to--liquid plant ~~The~~commissioned ~~2000~~by ~~through~~the ~~2009~~Company. ~~federal~~This ~~returns~~agreement ~~are~~was ~~considered~~reached ~~open tax years~~ as of the ~~date~~settlement of ~~these~~a ~~consolidated~~dispute ~~financial~~between ~~statements.~~the NoCompany, ~~tax~~G ~~returns~~& ~~are~~A ~~currently~~Capital and ~~under examination by any tax authorities~~Harris.

~~[F19]~~On May 15, 2012, G & A Capital partially exercised the warrant provided for in the G & A Capital Agreement, taking 300,851,000 common shares, leaving a balance available under the warrant of 195,426,915, however they have since agreed not to exercise the remainder of this warrant and it can no longer be exercised. All shares of our common stock that G&A Capital own today, remain restricted .

On July 30, 2012, Schrader & Associates, LLC filed a complaint against Fuel Frontiers, Inc. in the Commonwealth of Kentucky, Muhlenberg Circuit Court Division, as Civil Action No. 12--CI--352 to Quiet Title on property acquired by Fuel Frontiers, Inc. The property that is the subject of this litigation is not the site selected for the US Fuel Muhlenberg County coal to diesel facility.

On September 10, 2012, the Company Board of Directors unanimously approved the decision by Mr. Bagot as CEO to execute a quit claim deed to resolve the quiet title action pending between the Company and Scott Schrader.

On August 14, 2012, the Company entered into a Master Services Agreement (“MSA”) with Global Private Funding, Inc., which included provisions for Global to provide the Company with business incubation services, legal & compliance services and underwriting services. On April 22, 2013, the Company terminated the Global MSA for cause.

Fuel Frontiers, Inc. was dissolved effective as of September 12, 2012.

From the period January 1, 2011 through June 30, 2013, G & A Capital reduced the Company’s liabilities by $4,071.48 under the Stock Purchase Agreement the Company maintained with G & A Capital.

F-17

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

WeDuring ~~have~~2010, ~~had~~the noCompany’s ~~disagreements~~independent accountant onwas ~~any~~RBSM ~~matter~~LLP of(“RBSM”). ~~accounting~~Due ~~principles~~to orinsufficient ~~practices~~capital, ~~financial~~the ~~statement~~Company ~~disclosure,~~had ornot ~~auditing~~engaged ~~scope~~RBSM orto ~~procedures~~review ~~with~~or examine any offinancial ~~our~~statement ~~accountants~~information ~~for~~subsequent ~~the~~to ~~year~~our ~~ended~~Quarterly ~~December~~Report ~~31,~~on ~~2009~~Form or10-Q ~~any~~for ~~interim~~the ~~period.~~three Wemonth ~~have~~period ~~not~~ended ~~had~~March ~~any~~31, 2010. ~~other~~Effective ~~changes~~December ~~in nor have we had any disagreements~~3, ~~whether or not resolved~~2012, ~~with~~the ~~our~~Company ~~accountants~~dismissed onRBSM ~~accounting~~from ~~and~~serving ~~financial~~as ~~disclosures~~the ~~during~~Company’s ~~our~~independent ~~recent fiscal year or any later interim period~~accountants.

~~Item~~The ~~9A CONTROLS~~reports ~~AND~~of ~~PROCEDURES~~RBSM on the financial statements of the Company for the years ended December 31, 2009 and 2008 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that each of those reports did contain an explanatory paragraph as to the existence of substantial doubt regarding the Company's ability to continue as a going concern. In connection with its audits of the years ended December 31, 2009 and 2008, and reviews of the Company’s financial statements through March 31, 2010, there were no disagreements with RBSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RBSM, would have caused them to make reference thereto in their report on the financial statements for such years.

~~Evaluation~~As of ~~Disclosure~~December ~~Controls~~3, 2012 the Company engaged Liggett, Vogt & Webb, P.A. (“LVW”) as its new independent accountants. The Company’s Board of Directors unanimously recommended that the Company change audit firms, directed the process of review of candidate firms to replace RBSM and ~~Procedures~~made the final decision to engage LVW.

WeLVW ~~maintain~~conducted ~~disclosure~~an ~~controls~~independent ~~and~~audit ~~procedures (as defined in Rules 13a-15(e) and 15d-15(e)~~ of the Company ~~Securities~~for ~~Exchange Act of 1934, as amended (~~the ~~“Exchange~~year ~~Act”)~~ended ~~that~~December ~~are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded~~31, ~~processed,~~2010 ~~summarized~~ and ~~reported within~~ the ~~time~~financial ~~periods~~statements ~~specified~~contained in ~~the~~this ~~rules~~Form and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure10-K.

InItem designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives9A. ~~Also,~~CONTROLS ~~the~~AND design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.PROCEDURES

AsEvaluation of ~~the~~Disclosure ~~end~~Controls ~~of the period covered by this report, we carried out an evaluation, under the supervision~~ and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of December 31, 2009 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.Procedures

~~[23]~~We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

~~Evaluation~~In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and ~~Report~~the onbenefits ~~Internal~~of ~~Control~~controls ~~over~~must ~~Financial~~be ~~Reporting~~considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2009 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that, as of December 31, 2009, our internal control over financial reporting were effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U. S. generally accepted accounting principles.F-18

~~This~~As of the end of the period covered by this annual report, ~~does~~we ~~not~~carried ~~include~~out an ~~attestation~~evaluation, ~~report~~under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial Officer, of the ~~company's~~effectiveness ~~registered~~of ~~public~~the ~~accounting~~design ~~firm~~and operation of our disclosure controls and procedures. Based upon that evaluation, because of the material weaknesses described below regarding our internal control over financial reporting., ~~Management's~~management ~~report~~concluded ~~was~~that ~~not~~our ~~subject~~disclosure controls and procedures are ineffective as of December 31, 2010 to cause ~~attestation~~the information required to be disclosed by ~~the~~us ~~company's~~in ~~registered~~reports ~~public~~that ~~accounting~~we ~~firm~~file ~~pursuant~~or tosubmit ~~temporary~~under ~~rules~~the ofExchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that ~~permit~~such ~~the~~information ~~company~~is toaccumulated ~~provide~~and ~~only~~communicated to management's, ~~report~~including inour ~~this~~Chief ~~annual~~Executive ~~report~~Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Changes~~Evaluation inof and Report on Internal Control over Financial Reporting

~~There~~Management is ~~was~~responsible nofor ~~change~~establishing inand ~~our~~maintaining adequate internal ~~controls~~control over financial reporting ~~identified~~of inthe ~~connection~~Company. Management, with the ~~requisite~~participation ~~evaluation~~of ~~that~~our ~~occurred~~Chief ~~during~~Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our ~~last~~internal control ~~fiscal~~over ~~quarter~~financial reporting as of December 31, 2010 based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission. Based on this evaluation, management concluded that, ~~has~~as ~~materially~~of ~~affected~~December 31, or2010, isand ~~reasonably~~the ~~likely~~material toweaknesses ~~materially~~described ~~affect~~below, ~~our~~management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2010.

~~Limitations~~Based on the COSO framework criteria, management has identified control deficiencies regarding the need for a stronger internal control environment. The lack of effectiveness of the Company’s disclosure controls and procedures was due to a deficiency in sufficient expertise as of December 31, 2010 among the Company’s accounting staff as well as a deficiency in its closing processes as it pertains to identifying all journal entries in the financial statement preparation process. Management believes that these material weaknesses are primarily due to the lack of financial resources.

~~Our~~We ~~management,~~intend ~~including~~to ~~our~~devote resources ~~Principal~~to ~~Executive~~remediate ~~Officer~~any ~~and~~deficiencies ~~Principal~~we ~~Financial~~have ~~Officer,~~discovered ~~does~~and ~~not~~improve ~~expect that~~ our ~~disclosure controls or~~ internal ~~controls~~control over financial reporting and ~~will~~eventually ~~prevent~~remediate ~~all~~the ~~errors~~material orweaknesses ~~all~~described ~~instances of fraud~~above. AWe ~~control~~cannot ~~system,~~be nocertain ~~matter how well designed and operated, can provide only reasonable, not absolute, assurance~~ that ~~the~~these ~~control~~measures ~~system's objectives~~ will beensure ~~met. Further, the design of a control system must reflect the fact~~ that ~~there~~we implement ~~are resource constraints,~~ and ~~the~~maintain ~~benefits~~adequate of controls ~~must~~over be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our ~~company~~financial ~~have~~processes ~~been detected. These inherent limitations include the realities that judgments in decision-making can be faulty,~~ and ~~that~~reporting breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in ~~part upon certain assumptions about~~ the ~~likelihood of~~ future ~~events, and any design may not succeed in achieving its stated goals under all potential future conditions~~. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

~~Item~~In ~~9B.~~light ~~OTHER~~of ~~INFORMATION.~~our ~~None~~weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended December 31, 2010 included in this Annual Report on Form 10--K were fairly stated in accordance with GAAP.

~~[23]~~This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.

~~PART~~Changes ~~III~~in Internal Control over Financial Reporting

Other than the changes discussed above, there was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

F-19

Item 9B. OTHER INFORMATION.

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~The~~In ~~following~~light of the timing of this filing, we are including a table that sets forth the names of the officers and directors as of ~~the~~December ~~Nuclear~~31, ~~Solutions~~2010, ~~Inc~~as well as a table and related information about those persons currently serving as the Company's officers and directors.

~~(a)~~Officers and Directors ~~and~~as ~~Executive~~of ~~Officers~~December 31, 2010

The following persons are the Directors and Executive Officers of Nuclear Solutions, Inc.

Name	Age	Position(s)	Term

John Fairweather	42	President, CEO, Chairman Board Directors	10/1/09-3/23/11
Kenneth Faith	39	CFO, Principal Accounting Officer,	10/9/06-5/10/11
		Member Board of Directors

Name	Age	Position(s)	Term
Patrick Herda	39	President, CEO, Chairman Board Directors	6/03-10/1/09
John Fairweather	42	President, CEO, Chairman Board Directors	10/1/09-Present
Kenneth Faith	39	CFO, Principal Accounting Officer,	10/9/06-Present
		Member Board of Directors
John Powers, Ph.D.	74	Member Board of Directors	5/7/02-10/1/09

Officers and Directors as of July 31, 2013

~~Subsidiary:~~The ~~Fuel~~following ~~Frontiers~~table and text set forth the names and ages of all directors and executive officers as of July 31, ~~Inc~~2013. There are no family relationships among our directors and executive officers. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified. Also provided herein are brief descriptions of the business experience of each director, executive officer and advisor during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. None of our officers or directors is a party adverse to us or has a material interest adverse to us.

Name	Age	Position(s)	Term
John Fairweather	42	President, Chief Executive Officer, Director	10/1/09-Present
Patrick Herda	39	Director	9/02/05-10/1/09
David Maland	53	President	7/24/08-9/18/09

As disclosed in the Current Report on Form 8-K that we filed on July 18, 2013, on July 15, 2013, our Board of Directors formally accepted the previously received resignations of Mr. Paul Adams and Mr. Stephen Luck, who served as our Chief Operating Officer and a member of our Board of Directors, respectively; such resignations were effective immediately.

PATRICK HERDA, President, CEO, Chairman, Board of Directors, Resigned October 1, 2009

Name	Age	Position(s)	Term

Stanley Drinkwater	58	Chairman Board of Directors	July 2010 - Present
Harry Bagot	64	President, CEO Member Board of Directors	April 2010-Present
William Chady	56	CFO, Principal Accounting Officer, Member Board of Directors	July 2010- Present

~~Patrick Herda~~Harry Bagot, ~~Joined Nuclear Solutions~~President, ~~Inc. in September 2001. He became the company's President and~~ CEO ~~on June 19~~, ~~2003 and resigned on October 1, 2009~~Director. As a full time officer, Herda provided the company with a portfolio of skills that blends business experience with scientific and technical aptitude developed in the course of working with technology companies over the last ten years. Herda's business background includes operations management, strategic planning, marketing, communications, business development, and fiscal planning. He has aptitude and experience in business, science, and technology that includes nuclear science, management of R&D, and industrial process control systems. From September 2001 to June 2003, he served as Vice President of Business Development for Nuclear Solutions, Assistant Secretary, and Chief Financial Officer. During that time, he was responsible for creating and managing strategic alliances with government and industrial partners, as well as identifying and developing new business opportunities for the company. From 1997 to 2001, Mr. Herda held the following concurrent positions: From 1997 to 2001, Herda was a managing member Particle Power Systems, LLC., a private nuclear R&D company. As a managing member, he was responsible for general operations concerning the development of innovative nuclear micro-battery power technologies for military and aerospace applications. From 1993 to 1995, Herda served as Vice President for Butler Audio, a Start-Up design and manufacturing firm for audio consumer electronics products. He successfully managed new product introduction, manufacturing, and strategic planning. Mr. Herda attended Drexel University in Philadelphia, PA, where he studied Commerce and Engineering, and Regis University in Denver, CO. where he studied business finance. Mr. Herda currently holds memberships in the American Nuclear Society, International Association for Energy Economics, and the Institute of Nuclear Materials Management.

~~JOHN R~~Mr. ~~FAIRWEATHER~~Bagot, ~~Chief~~along ~~Executive~~with ~~Officer~~Mr. Drinkwater, were ~~President~~the initial presenters of a complete package for the production of Carbon based materials into fuel using Fischer Tropsch technology to the Company. During the past eleven years from 2000 to 2011, ~~Chairman~~Mr. Bagot served as the Director of Property Management for First Montgomery Group and as the ~~Board~~Project Manager for United Communities where he was a key member of the ~~Directors~~development and construction team where he managed an approximately $300M privatization project for joint base housing at McGuire Air Force base and Ft. Dix. The Scope consisted of community planning, design and demolition of 1915 homes, construction of 1635 new homes and renovation of 449 homes. Project responsibilities included: request for proposal, development, construction design, multiple business plans, zoning and construction approvals through marketing and sales. This Privatization project received an Air Force award for the best privatized project in 2008 and again in 2010.

~~Additionally, Mr. Fairweather is Chief Executive Officer, President and director of Fuel Frontiers, Inc., a Company subsidiary.~~F-20

~~Mr. Fairweather was responsible for the development and operations for two Durable Medical Equipment companies. The first company~~Stanley Drinkwater, ~~Alpine Medical, LLC was sold to Praxair, Inc~~Chairman. in 2002 for $60 million. The second company, Recover Care, LLC, recently sold for $167.5 million to WoundCo Holdings, Inc. Mr. Fairweather was responsible for evaluating and integrating companies from 12 mergers and acquisitions, growing and positioning them for sale. During his tenure as Chief Operating Officer of Camtec, Inc., a subsidiary of Recover Care, LLC, revenues doubled. He helped design 8 new products keeping Camtec at the forefront of the bariatric and safe patient handling market.

~~[24]~~Mr. Drinkwater, along with Mr. Bagot, were the initial presenters of a complete package for the production of Carbon based materials into fuel using Fischer Tropsch technology to the Company. Mr. Drinkwater, a Partner in Drinkwater & Goldstein, LLP, has twenty-eight years experience as a civil litigator specializing in personal injury, product liability and medical malpractice. Mr. Drinkwater is admitted to practice in New Jersey, Pennsylvania, and before the Federal Court of Appeals, 3rd Circuit and the United States Supreme Court. He is a member of the Camden County Bar Association and the Association for Justice. Mr. Drinkwater received his B.S. in Political Science from Rutgers University at Stockton, and his Juris Doctorate from Widener Law School – Widener University; member of the Phi Delta Phi Legal Society. He was the law clerk to Senator Joseph Maressa, Camden County, New Jersey.

~~During~~William Chady, ~~the~~CFO, ~~past~~Principal ~~five~~Accounting ~~years~~Officer, MrDirector. ~~Fairweather has held a variety of executive level positions as outlined below:~~

~~Camtec~~Mr. Chady is a Certified Public Accountant with over 28 years of experience. He is a member of The Kentucky Society of Certified Public Accountants as well as a member of the American Institute of Certified Public Accountants. For the most recent 21 years, ~~Inc~~Mr. Chady has operated a full service accounting firm, ~~Cambridge~~William E. Chady, MDPSC, with emphasis on small to medium size companies, many in the oil and gas industries. Mr. Chady maintains responsibility for the full accounting function for a number of his clients and has assisted in multiple initial public offerings and private placement memorandums. Mr. Chady is currently the Chairman of the Board of four Texas Roadhouse Restaurants in addition to serving or having served as a Managing Member, Director and or Officer of several other Kentucky Corporations and Limited Liability Companies. Mr. Chady is also a member of Kentucky Fuel Associates Inc.

~~Chief~~Involvement ~~Operating~~in ~~Officer~~Certain Legal Proceedings. None of the Company's directors, ~~2005-2008~~officers, promoters or control persons, if any, during the past five years was, to the best of the Company's knowledge:

• Increased revenue from $4 million to $8.9 million.

• Modernized line including central locking, use of plastics and tilt features on current products.

• Managed research and development of all new products including low bed, bariatric low bed and medsurg bed.

• Wrote quality manuals and received ISO Certification 13485.

RecoverCare, LLC., Bensalem, PA

Senior Vice President, 2007-2008

• Increased revenue from $15.6 million to $17.4 million annually in the Northeast Region.

• Managed operations nationwide with revenue reaching $90 million.

• Optimized utilization of equipment to maintain average of 72%.

• Maximized distribution efficiency to reduce overtime per driver to less than 3 hours/week while still maintaining 4 hour service window.

• Responsible for Operations of all Mergers and Acquisitions including evaluation and integration.

VP, Operations, 2003-2005

• Developed, monitored and implemented operations procedures nationwide in accordance with state and federal agencies.

• Streamlined purchasing and operations to increase efficiency and cut costs.• Achieved CHAP accreditation.

• Responsible for Operations of all Mergers and Acquisitions including evaluation and integration.

Alpine Medical, LLC., Bensalem, PA

VP, Operations, 1999-2002

• Founded company in 1999. Grew revenue to $25 million in 3 years before selling to Praxair Healthcare, Inc.

• Managed purchasing, biomed, respiratory, IT and operations.

• Achieved JCAHO Accreditation with commendation.

• Developed and implemented operations policies and procedures in accordance with state and federal agencies.

KENNETH A. FAITH, Chief Financial Officer, Principal Accounting Officer, Member

of the Board of Directors.

On October 9, 2006, Mr. Faith was appointed Chief Financial Officer and Principal Accounting Officer. On December 7, 2006, the Board of Directors nominated Kenneth Faith to the Company's board of directors.

Mr. Faith holds a Bachelor of Science Degree in Accounting from Drexel University, Philadelphia, Pennsylvania.

During the past five years, Mr. Faith has held a variety of executive level positions as outlined below:

PFPC, Inc., Wilmington, DE. February 2006-Present. Title: Fund Accounting and Administration Director. Mr. Faith is responsible for financial reporting, budget analysis and client relations for one of the firm's five largest clients, 92 mutual funds, with a combined net assets of $50 billion.

Citco Mutual Fund Services, Inc., Malvern, PA. March 2003-November 2005. Title: Chief Operating Officer. Mr. Faith was responsible for daily operations, responses to requests for proposal, business planning and client relations of a start up mutual fund service provider. During Mr. Faith's tenure at Citco he was responsible for tripling service assets and firm revenues.

JP Morgan Fleming Asset Management, New York, NY & Wilmington, DE. March 2002-March 2003. Title: Vice President, Fund Financial Intermediaries Operations Quality & Analysis. Mr. Faith's responsibilities included creating analytical reporting for business monitoring, evaluating process flows for efficiency, coordinating with internal and external auditors and performing consulting services for the entire Fund organization. His additional responsibilities included establishing infrastructure to support launch and distribution of new products, improving operational workflows, insuring effective project implementation focused on reducing operational risk.

[25]

JOHN POWERS, Ph. D, Member Board of Directors Mr. Powers joined Nuclear Solutions as a member of the board of directors on May 7, 2002 and resigned to pursue other business objectives on October 1, 2009. John Powers is the Chairman of the FirTH Alliance, LLC. The Alliance, created to respond to the emerging terrorist threat, includes senior executives and public safety leaders who helped formulate the nation’s contingency planning, continuity of operations, emergency preparedness and infrastructure assurance programs. John’s approach to Managing the Response to a Major Terrorist Event was highlighted in McGraw Hill’s 2004/2005 Annual Review of Homeland Security. It is based on an “automated game plan” across a region that will enable participating jurisdictions to respond decisively following a catastrophic incident. John is concurrently serving as a principal in a DTRA effort to prevent the infiltration of a nuclear weapon into the US and is developing a comprehensive countermeasures architecture that will move detection and interdiction as close to the source as possible. The centerpiece of this proposed architecture will be a rigorous indications and warning system with levels of awareness and graduated response actions. From 1996 to 1998, Dr. Powers served as a Commissioner and the Executive Director of the President’s Commission on Critical Infrastructure Protection. There, he managed the research, provided overall direction to the Commission’s deliberations and led the formulation of the “national structures” recommendations adopted by the President in PDD 63. Dr. Powers joined the Federal Emergency Management Agency in 1983 and served as the head of its Office of Civil Preparedness and then its Office of Federal Preparedness. From 1993 to 1995, he served as the Director of Region V in Chicago, Illinois, and had responsibility for the Federal response to the "Great Midwest Flood" in those states. From 1978 to 1983, he served as the Director of Research and Technical Assessment for the Department of Energy. His first assignment was as Executive Director for the Interagency Review Group on Nuclear Waste Management reporting to President Jimmy Carter and then as Executive Director of the DOE precursor to the Synthetic Fuels Corporation in which he managed the award of seven billion dollars to stimulate new alternative energy projects. Previously, he created one of the early pattern recognition programs, developed the skin friction law used in the Polaris nose cone, projected, stochastically, the commercial value of the proposed new energy technologies (contributing to the cancellation of two $2 billion demo projects), created a safeguards and security design methodology for nuclear facilities (parts of which are still in use) and managed development of the National Coal Model. In 1954, at the age of 19, he entered the U. S. Naval Flight Training program and upon completion was commissioned in the United States Marine Corps. After leaving active duty in 1958, he continued in the Marine Corps Reserve. As a reservist, he commanded an A4 squadron at Willow Grove, PA, and later, in Washington developed the concept and managed preparation of the Marine Corps Mobilization Management Plan and the DOD Master Mobilization Plan. Dr. Powers holds a B. S. degree from Columbia University, an M. Div. degree from Princeton Theological Seminary, and a Ph. D. in physics from the University of Pennsylvania.

[26]

DAVID C. MALAND, President and Director, Fuel Frontiers, Inc. resigned October 1, 2009 On July 24, 2008, the board of directors appointed David C. Maland, to succeed Mr. Young as President of Fuel Frontiers, Inc. (FFI). Mr. Maland resigned his positions with Fuel Frontiers on September 18, 2009. Mr. Maland has been an independent business consultant for the last five years. Mr. Maland joins FFI with over 25 years of experience in business development, within the Energy, Agricultural, and Technology industries. His career has spanned leadership positions in Sales, Marketing, Operations, Logistics and Executive Management. Mr. Maland’s ability to effectively manage fast growing business has placed one organization on the “INC 100 List” of fastest growing companies on two consecutive years. As a Business Consultant this experience brought him clients from fortune 500 to start-ups, on three continents. He has worked with diverse industries including Energy, Steel, Technology and Building, reinvigorating or growing revenue with programs for Marketing and Sales, New Market Evaluations, Venture Financing along with the corresponding business plans. Mr. Maland has worked with Mr. Young in developing FFI business and economic performance models and in taking the lead in the Kentucky coal-to-liquid fuels (CTL) program. Mr. Maland has 17 years in transportation, distribution and marketing of propane gas and has a background in large-scale project information and management systems.

[27]

(b) Identify Significant Employees. None.

(d) Involvement in Certain Legal Proceedings. None of the Company's directors, officers, promoters or control persons, if any, during the past five years was, to the best of the Company's knowledge:

A general partner or executive officer of a business that had a bankruptcy petition filed by or against it either at the time of the bankruptcy or within the two years before the bankruptcy;

2. Convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses) ;

3. Subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and,

Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Significant Employees

The following are employees who are not executive officers, but who are expected to make significant contributions to our business:

Mr. Garry Sparks, Lead Project Manager. Mr. Sparks will have oversight responsibility for the planning and construction of a coal-to-liquid fuel plant in Muhlenberg County, Kentucky. Additionally, Mr. Sparks will be responsible to work closely with the office of State Representative Brent Yonts and the office of the Governor of Kentucky to coordinate project efforts. Mr. Sparks has an extensive 35-year background in construction, plant and project management. From 2006 to 2010 Mr. Sparks served as president of Kentucky Fuel Associates Inc., a firm dedicated to the development of the first coal-to-liquid (CTL) fuel plant in Kentucky with emphasis on curtailing the country’s dependence on foreign oil. Additionally, from 2003 to 2008 Mr. Sparks served as president and co-owner of Mechanical Installations Inc., a firm specializing in the construction and startup of water treatment plants, paper mills, steel manufacturing and processing plants.

F-21

Corporate Governance - Board Independence

Our Board of Directors has four directors and has not established Audit, Compensation, and Nominating or Governance Committees as standing committees. We previously had an executive committee, which was disbanded after its sole purpose was carried out. As of the date of this filing, the Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent and at this time, do not have any independent directors.

Due to our lack of operations and size, we do not have an Audit Committee. Furthermore, since we are not currently listed on a national securities exchange, we are not subject to any listing requirements mandating the establishment of any particular committees. For these same reasons, we did not have any other separate committees during fiscal 2010, 2011 or 2012; all functions of a nominating committee, audit committee and compensation committee were performed by our whole board of directors. Our board of directors intends to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by the national securities exchanges as necessary. Therefore, we intend that a majority of our directors will eventually be independent directors and at least one director will qualify as an “audit committee financial expert.”

We do not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. Further, when identifying nominees to serve as director, while we do not have a policy regarding the consideration of diversity in selecting directors, our Board seeks to create a Board of Directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

Board Leadership Structure and the Board’s Role in Risk Oversight.

The Board of Directors utilizes a leadership structure that has two different persons serving the roles of Chief Executive Officer (who is the Corporation’s principal executive officer and a director) and Chairman.

F-22

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the ~~Securities~~ Exchange Act ~~of 1934~~ requires our ~~the~~officers, ~~Company's~~ directors and ~~executive officers, and~~ persons who own more than 10% of ~~the~~any ~~Company's~~class ~~Common~~of ~~Stock,~~our tosecurities ~~file~~registered ~~with~~under ~~the~~Section ~~Securities~~12(g) ~~and~~of the Exchange ~~Commission~~Act ~~initial~~to file reports of ~~beneficial~~ ownership and ~~reports of~~ changes in ~~beneficial~~ ownership ofwith ~~Common Stock of~~ the ~~Company~~SEC. Officers, directors and greater than 10% ~~shareholders~~ stockholders are required by ~~the~~SEC ~~Securities~~regulation ~~and Exchange Commission~~ to furnish ~~the~~us ~~Company~~ with copies of all ~~section~~Section 16(a) ~~reports~~forms they file.

We ~~received~~did nonot ~~reports~~receive ~~covering~~copies ~~purchase~~of ~~and~~any ~~sale~~such ~~transactions~~forms during inthe ~~our~~year ~~common~~ended ~~stock~~December ~~during 2009~~31, 2010 and we believe that ~~each~~the ~~person~~reports ~~who,~~from ~~at any time during 2009, was a director, executive officer, or beneficial owner of more than 10% of our common stock complied with~~ all ~~Section~~applicable ~~16(a)~~persons ~~filing~~have ~~requirements~~yet ~~during~~to ~~2009~~be filed.

CODE OF ETHICAL CONDUCT.

On March 20, 2003, our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

•

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•

Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us;

•

Compliance with applicable governmental laws, rules and regulations,

•

The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and

•

Accountability for adherence to the Code.

[28]

Item 11. EXECUTIVE COMPENSATION

~~The~~Other than the following information, iswe ~~provided~~did ~~concerning~~not ~~the~~pay any compensation to any of the named executive officers for the ~~last~~ two fiscal years: ending December 31, 2010.

~~Table~~Patrick Herda’s annual base salary in 2009 was $250,000. Mr. Herda resigned his positions with the Company on October 1, 2009. The Company was never able to pay Mr. Herda his full salary and accrued such expenses. On January 10, 2006 Mr. Herda entered into a 3-way agreement whereby he irrevocably assigned deferred compensation totaling $542,987 to I.P. Technology Holding, Inc. (IPTH) in exchange for a guarantee to receive a minimum of $80,000 in cash salary from the Company for the 2006 fiscal year. On June 10, 2008 pursuant to the January 10, 2006 agreement, the Company issued 5,250,000 shares to IPTH valued at $542,987 thereby distinguishing all compensation owed to Mr. Herda.

													Nonqualified
Name											Non-Equity		Deferred		All
and							Stock		Option		Incentive Plan		Compensation		Other
Principal		Salary			Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Position	Year	($)			($)		($)		($)		($)		($)		($)		($)
(a)	(b)	(c)			(d)		(e)		(f)		(g)		(h)		(i)		(j)
Patrick Herda,	2008		250,000	(1)		-0-		-0-		-0-		-0-		-0-		-0-		250,000
Pres., CEO and	2009		250,000			-0-		-0-		-0-		-0-		-0-		-0-		250,000
Director (1)
John Fairweather,	2009		-0-			-0-		-0-		-0-		-0-		-0-		-0-		-0-
Pres., CEO and
Director (2)
Ken Faith, CFO	2008		225,000			-0-		44,250		-0-		-0-		-0-		-0-		225,000
and Director (3)	2009		225,000			-0-		-0-		-0-		-0-		-0-		-0-		225,000
Jack Young, V.P	2008		185,000			-0-		-0-		-0-		-0-		-0-		-0-		185,000

F-23

~~(1)~~John ~~Patrick~~Fairweather ~~Herda,~~joined ~~Nuclear Solutions, Inc. President and Chief Executive Officer’s base salary was $250,000 annually. Mr. Herda resigned his positions with~~ the Company on October 1, 2009., replacing Mr. Herda ~~was~~as ~~paid $166~~President,~~583~~ ~~during~~CEO ~~2008.~~and ~~The~~Chairman ~~board~~of ~~authorized~~the ~~increasing~~Board of Directors. Mr. ~~Herda’s~~Fairweather ~~base~~agreed ~~annual salary~~ to ~~$250,000~~work ~~commencing~~for the ~~March~~Company 2,without ~~2008.~~compensation ~~All~~until ~~unpaid~~such ~~salary~~time ~~has~~as ~~been accrued. As of December 31, 2009 and 2008,~~ the ~~amount~~Company ~~accrued~~is ~~was~~able ~~$171,376~~to ~~and~~secure ~~$31,576,~~financing ~~respectively~~for operations. ~~On January 10, 2006~~ Mr. ~~Herda~~Fairweather ~~entered~~was terminated ~~into~~for acause ~~3-way~~from ~~agreement~~both ~~whereby~~the heCompany ~~irrevocably~~and ~~assigned~~its ~~deferred~~subsidiary ~~compensation~~on ~~totaling~~March ~~$542~~23,~~987~~ to2011. ~~IPTH~~In inlight ~~exchange for a guarantee to receive a minimum~~ of ~~$80,000~~his ~~in cash salary from Nuclear Solutions~~termination, ~~Inc.~~all ~~for~~previously ~~the~~issued shares ~~2006~~to ~~fiscal year~~Mr. OnFairweather ~~June~~have ~~10,~~been ~~2008~~returned ~~pursuant~~ to ~~the~~us ~~January~~and ~~10,~~all ~~2006~~amounts ~~agreement~~owed ~~the Company issued 5,250,000 shares~~ to ~~IPTH~~him ~~valued~~have atbeen ~~$542,987~~written off.

~~(2)~~Kenneth ~~John Fairweather~~ Faith joined the ~~company~~Company onin ~~October~~the 1,last ~~2009~~quarter ~~replacing~~of ~~Mr.~~fiscal ~~Herda~~year 2006 as ~~President,~~Chief ~~CEO~~Financial and ~~Chairman~~Principal ofAccounting ~~the~~Officer. ~~Board~~The board of ~~Directors.~~directors authorized setting Mr. ~~Fairweather~~Faith’s ~~has~~annual ~~agreed~~base tosalary ~~work~~at ~~for~~$225,000 as of March 2, 2008. During 2008, the Company ~~without~~paid Mr. Faith $20,000. The Company was never able to pay Mr. Faith's full salary; it ultimately accrued approximately $469,917 in owed compensation, ~~until~~but ~~such~~Mr. ~~time~~Faith ashas since settled this debt through the G & A Capital Agreement and the Company isno ~~able~~longer owes any amounts to ~~secure~~Mr. ~~financing~~Faith. ~~for~~Mr. ~~operations~~Faith resigned as Chief Financial Officer and left the Executive Committee on May 10, 2011.

~~(3)~~Current ~~Kenneth~~Executive Faith joined the Company in the last quarter of fiscal year 2006. Kenneth Faith, is Nuclear Solutions, Inc. Chief Financial and Principal Accounting Officer. During 2008, the board of directors authorized setting Mr. Faith’s annual base salary at $225,000 commencing March 2, 2008. During 2008, the Company paid Mr. Faith $20,000. The unpaid salary balance of $167,500 has been accrued. As of December 31, 2009 and 2008, the amount accrued was $382,500 and $167,500, respectively.Compensation

~~(3)~~As ~~Jack~~discussed ~~Young~~elsewhere ~~was~~in ~~Vice~~this ~~President~~Report, in ofMay ~~Nuclear Solutions~~2011, ~~Inc.~~we ~~and~~entered ~~President~~into ofa ~~Fuel~~Stock ~~Frontiers,~~Purchase ~~Inc.~~Agreement Mrwith G & A Capital. ~~Young~~Pursuant ~~resigned~~to ~~these~~the ~~two~~agreement ~~positions~~with onG ~~July~~& 23A Capital, they ~~2008.~~agreed ~~During~~- ~~2008~~among other things - to relieve, ~~the~~discharge ~~board~~and assume certain of ~~directors~~the ~~authorized~~Company's ~~setting~~outstanding ~~Mr.~~expenses, ~~Young’s~~including ~~annual~~accrued executive ~~base~~compensation, ~~salary~~which atthey ~~$185~~carried out in part,~~000~~ asby ~~President~~distributing the shares of ~~Fuel~~Company ~~Frontiers,~~common ~~Inc.~~stock ~~commencing~~that ~~March~~they 2,owned ~~2008.~~to ~~The~~members of the Company's ~~was~~management ~~unable~~and tokey ~~pay~~individuals Mrat their discretion. ~~Young~~As ~~his~~the ~~full~~shares ~~salary~~were ~~and~~theirs, ~~has~~the ~~accrued~~decision to issue shares under the ~~unpaid~~Stock ~~amount.~~Purchase AsAgreement ofrested ~~December~~with 31G & A Capital, ~~2009~~however, they sometimes consulted with the Company's Board to determine to whom and the amount ~~accrued~~of ~~was~~such ~~$154,167~~issuances.

Pursuant to the agreement with G & A Capital, they issued an aggregate total of 144,060,000 to our officers and directors during 2012 and 2013 (see, "G & A Capital Agreement" in Item 1).

Grants of Plan-Based Awards

We made no grants from plans to any executive officer during the fiscal year ended December 31, ~~2009~~2010.~~We made three common stock grants of restricted stock to Patrick Herda, Kenneth Faith and Jack Young during the fiscal year ending December 31, 2007. The shares have not been issued.~~

[29]

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards to any executive officer at the end of the fiscal year ended December 31, ~~2009 representing equity grants made during 2007, as set forth in this report~~2010.

Director Compensation

~~The Company has not established any policy concerning director compensation. The board of directors authorized setting Mr. Powers 2008 directors’ compensation at $26,250 commencing March 1, 2008.~~ During ~~2008,~~ the ~~Company~~fiscal ~~has~~year ~~been~~ended ~~unable to pay Mr. Powers his compensation and has accrued the unpaid amount. As of~~ December 31, ~~2009~~ 2010, ~~the~~no ~~amount~~directors ~~accrued~~received ~~was $43,750 which represents $21,875 for fiscal year ending 2008 and $21,875 for three quarters of fiscal year ending 2009~~compensation. ~~Mr. Powers resigned his board position October 1, 2009.~~

~~Mr. Powers was the only director who received annual director compensation.~~F-24

DIRECTOR INDEPENDENCE

The Board has determined that we do not have a majority of independent directors as that term is defined under Rule 4200(a) (15) of the Nasdaq Marketplace Rules, even though such definition does not currently apply to us, because we are not listed on Nasdaq.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

We presently have no Board committees. Until further determination, the full Board will undertake the duties of the audit committee, compensation committee and nominating committee. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place.

The Company does not currently have a process for security holders to send communications to the Board.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Table~~In 1light ~~lists~~of the ~~persons~~timing ~~who are known to the Company to be the owners~~ of ~~more~~this ~~than~~Form 10-K, ~~five~~we ~~percent~~are ofincluding ~~the~~two ~~Company’s~~security ~~equity~~ownership ~~shares~~tables ~~according~~below: toTable ~~the~~I ~~Company’s~~speaks ~~records~~ as of December 31, ~~2009.~~2010 ~~Beneficial~~and ~~Ownership~~Table ofII ~~more~~speaks ~~than~~as 5%of July ~~based on 97~~31,~~890,981~~ ~~common shares~~2013.

~~Beneficial~~The ~~Ownership~~following tables sets forth certain information regarding beneficial ownership of our Common Stock as of the date specified by (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our Common Stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group.

(Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a) ~~Our~~person or ~~stock~~group ~~transfer~~of ~~agency~~persons ~~records~~is dodeemed ~~not~~to ~~list~~have “beneficial ownership” of any ~~shareholders~~shares ~~owning~~of ~~five~~common ~~percent~~stock orthat ~~more~~such person has the right to acquire within 60 days of the date of the respective table. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the date of the respective table is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

~~(b)~~Unless ~~Security~~otherwise ~~Ownership~~indicated, the business address of ~~Management.~~each ~~Based~~person onlisted 97is in care of 5505 Connecticut Ave NW Suite 191,~~890~~ Washington,~~981~~ ~~shares~~DC 20015. Except as ~~set~~otherwise ~~forth~~indicated, inthe ~~(a)~~persons ~~above~~listed asbelow have sole voting and investment power with respect to all shares of ~~December~~our common 31stock owned by them, ~~2009.~~except to the extent that power may be shared with a spouse.

~~[30]~~Table I

~~Table~~As 2of December 31, 2010, we had 99,120,981 shares of Common Stock issued and outstanding.

(1)	(2)		(3)				(4)
Title of Class	Amount and Nature				Percent of Class
Title of Class	Address		Amount and Nature				Percent of Class
Common Stock
Common Stock
John Fairweather		0				0.00	%
Patrick Herda	5505 Connecticut Ave NW			4,135,000	(1)			4.24	%
Kenneth Faith		0				0.00	%
	Suite 191
Stanley Drinkwater		0				0.00	%
	Washington, DC 20015
William Chady		0				0.00	%
Kenneth Faith	5505 Connecticut Ave., NW			775,000	(2)			0.8	%
Total		0				0.00	%
	Suite 191
	Washington, DC 20015
John Powers	5505 Connecticut Ave NW			420,000	(3)			0.43	%
	Suite 191
	Washington, DC 20015
Jack Young	5505 Connecticut Ave NW			400,000	(4)			0.41	%
	Suite 191
	Washington, DC 20015
Total				5,730,000				5.87	%

~~1) 3,500,000 shares have been authorized for issuance, but have not yet been issued.~~F-25

~~2) 600,000~~Table ~~shares have been authorized for issuance, but have not yet been issued.~~II

~~3) 150,000~~As ~~shares~~of ~~have~~July ~~been~~31, ~~authorized~~2013, ~~for~~we ~~issuance~~had 564,374,057 shares ~~but~~of ~~have~~Common ~~not~~Stock ~~yet~~issued ~~been~~and ~~issued~~outstanding.

4) 400,000 shares have been authorized for issuance, but have not yet been issued.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			% of Class
Harry Bagot		33,600,000	(1)		5.95	%
Stanley Drinkwater		76,050,000			13.47	%
William Chady		12,547,366			2.22	%
Stephen Luck		10,000,000			1.77	%
Paul Adams		15,000,000			2.65	%
All officers and directors as a group (five persons)		147,197,366			26.06	%

G & A Capital Development LLC (1)		221,700,000			39.28	%
Reyna & Associates, LLC (2)		71,382,576			12.64	%

This amount includes 600,000 shares that Mr. Bagot purchased on the open market.

G & A Capital submitted a proxy giving Mr. Bagot, Mr. Drinkwater and Mr. Chady (our current board members), collectively, voting power over the shares held by G & A Capital.

Reyna submitted a proxy giving Mr. Bagot, Mr. Drinkwater and Mr. Chady (our current board members), collectively, voting power over the shares held by G & A Capital.

There were no transactions with any related persons (as that term is defined in Item ~~13.~~404 ~~CERTAIN~~in ~~RELATIONSHIPS~~Regulation ~~AND~~S-K) ~~RELATED~~during ~~TRANSACTIONS~~2010 or 2009, ~~AND~~or ~~DIRECTOR~~any ~~INDEPENDENCE~~currently proposed transaction (as of the date of this Report), in which we were or are to be a participant and the amount involved was in excess of $120,000 and in which any related person had a direct or indirect material interest.

(a) Transactions with Management and Others. Except as otherwise set forth in this report, no member of management, executive officer, director, nominee for a director or security holder who is known to the Company to own of record or beneficially more than five percent of any class of the Company’s voting securities, nor any member of the immediate family of any of the foregoing persons, has had any direct or indirect material interest in any transaction to which the Company was or is to be a party. On March 2, 2008, the board of directors established the following annual base salaries for its principal executive officers. There are no employment agreements between the company and any of its officers. Patrick Herda, Nuclear Solutions, Inc. President and Chief Executive Officer’s base salary for the fiscal year ending December 31, 2007 was $55,000. During 2007, the board of directors authorized the issuance of 3,500,000 shares of common stock valued at $630,000. The shares have not been issued. The board authorized increasing Mr. Herda’s base annual salary to $250,000 commencing March 2, 2008. Kenneth Faith, Nuclear Solutions, Inc. Chief Financial and Principal Accounting Officer did not receive a salary during fiscal year ending December 31, 2007. During 2007, the board of directors did authorize the issuance of 600,000 shares common stock valued at $108,000. The shares have not been issued. The board authorized setting Mr. Faith’s annual base salary at $225,000 commencing March 2, 2008. Jack Young, Vice President of Nuclear Solutions, Inc. and President of Fuel Frontiers, Inc., a company subsidiary, did not receive a salary during fiscal year ending December 31, 2007. During 2007, the board of directors authorized the issuance of 400,000 shares to Mr. Young valued at $72,000. The board of directors authorized setting Mr. Young’s annual base salary at $185,000 as President of Fuel Frontiers, Inc. commencing March 2, 2008. During 2007, the board of directors authorized the issuance of 150,000 shares to John Powers, member of the board of directors, valued at $27,000. The shares have not been issued. The board of directors authorized setting Mr. Powers 2008 directors’ annual compensation at $26,250 commencing March 1, 2008. During 2008 and 2009, the Company has been unable to pay Mr. Powers his compensation and has accrued the unpaid amount. As of December 31, 2009, the amount accrued was $43,750 which represents $21,875 for fiscal year ending 2008 and $21,875 for three quarters of fiscal year ending 2009. Mr. Powers resigned his board position October 1, 2009. On March 17, 2008 the Company received $8,000 pursuant to a promissory note payable to John Powers, a director, bearing interest at 14% per year and maturing on March 17, 2009. The note is convertible into common stock at the rate of 50% of market value. The Company recorded a debt discount related to the beneficial conversion feature in the amount of $8,000, based on the proceeds received. The discount is being amortized over the term of the debt, through March 17, 2009. This note was repaid on June 18, 2009. On April 25, 2008 the Company received $15,000 pursuant to a promissory note payable to John Powers, a director, bearing interest at 14% per year and maturing on April 25, 2009. The note is convertible into common stock at the rate of 50% of market value. We have recorded a debt discount related to the beneficial conversion feature in the amount of $15,000, based on the proceeds received. The note was repaid on August 22, 2008 and the discount has been fully amortized. On June 4, 2007 the Company received $12,000 pursuant to a promissory note payable to John Powers, a director, bearing interest at 12% per year and maturing on June 4, 2008. The note is convertible into common stock at the rate of 50% of market value. We have recorded a beneficial conversion feature in the amount of $12,000. The discount is being amortized over the term of the debt, through June 4, 2008. Amortization of debt discount for the year ended December 31, 2007 was $6,884. This note was repaid on June 18, 2009.

(b) Certain Business Relationships. Except as set forth in (a) above, and to the knowledge of management, or as previously filed in the Company’s periodic reports, no director or nominee for director is or has been related to any person who has been a party to any transaction with the Company.

(c) Indebtedness of Management. No member of the Company’s management is or has been indebted to the Company since the beginning of its last fiscal year.

(d) Transactions with Promoters. None.

[32]

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~The~~On ~~Company~~December ~~paid~~3, or2012, ~~accrued~~RBSM ~~the~~LLP ~~following~~(“RBSM”) was ~~fees~~dismissed inas ~~each~~the ofCompany's ~~the~~independent ~~prior~~registered ~~two~~public ~~fiscal~~accounting ~~years~~firm. toAs ~~its~~of ~~principal~~December ~~accountant~~3, ~~during~~2012, ~~2009~~the ~~and~~Company ~~2008~~engaged Liggett, Vogt ~~RBSM~~& ~~LLP~~Webb, asP.A. ~~our~~(“LVW”) ~~auditor~~as ~~for~~its ~~our~~new ~~fiscal~~independent ~~year~~registered ~~ending~~public ~~December~~accounting ~~31, 2009~~firm.

	Year End 12-31-09		Year End 12-31-08
Audit Fees	$	63,175	$	46,062
Audit-related Fees		-0-		-0-
Tax Fees		5,000		-0-
All other fees		-0-		-0-
Total Fees	$	68,175	$	46,062

During the year ended December 31, 2010 and 2009, the Company was billed the following fees in each of the prior two fiscal years by RBSM:

	Year Ended December 31, 2009		Year Ended December 31, 2010
Audit Fees	$	63,175	$	33,375
Audit-related Fees		-0-		-0-
Tax Fees		5,000		-0-
All other fees		-0-		-0-
Total Fees	$	68,175	$	33,375

F-26

Since LVW was engaged in 2012, the firm has not billed any audit, audit-related, tax or other fees during the years ended December 31, 2010 and 2009.

AUDIT FEES. Audit fees consist of fees billed for professional services rendered for the audit of the Company's consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the Company's principal accountants in connection with statutory and regulatory filings or engagements.

AUDIT-RELATED FEES. Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal ~~2009~~2010 or ~~2008~~2009.

TAX FEES. Tax fees are fees billed for professional services for tax compliance, tax advice and tax planning.

ALL OTHER FEES. All other fees include fees for products and services other than the services reported above. There were no management consulting services provided in fiscal ~~2009~~2010 or ~~2008~~2009.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

To our knowledge, the Company's principal accountant during ~~2009~~2010 did not engage any other persons or firms other than the principal accountant's full-time, permanent employees.

~~[33]~~F-27

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

index		Certificate of Amendment of Articles of Incorporation of Stock Watch Man, Inc. filed Secretary of State Nevada on September 12, 2001 changing corporate name to Nuclear Solutions, Inc.
Exhibit		Name of Document
*3.2		Articles of Incorporation of Stock Watch Man, Inc.
3.1		Certificate of Incorporation, as Amended *
*3.3		Bylaws of Nuclear Solutions, aka, Stock Watch Man, Inc.
3.2		Bylaws *
*20.1		Code of Ethical Conduct
10.1		Form of Stock Purchase Agreement with G & A Capital, Development LLC, dated May 12, 2011*
21		List of subsidiaries
10.2		Form of Amendment to Stock Purchase Agreement with G & A Capital, Development LLC, dated *
23		Form S-8 Registration Statement Filed with SEC December 6, 2007
10.3		Form of Stock Purchase Agreement and exhibits with Schrader & Associated Defined Benefit Pension Plan*
31.1		Chief Executive Officer-Section 302 Certification pursuant to Sarbanes-Oxley Act.
10.4		Form of Joint Venture Agreement with Renewed World Energies, Inc., dated April 26, 2013 (to be filed by amendment)
31.2		Chief Financial Officer- Section 302 Certification pursuant to Sarbanes-Oxley Act.
10.5		Teaming Agreement with Woolpert, Inc., dated May 3, 2013 (to be filed by amendment)
32.1		Chief Executive Officer-Section 906 Certification pursuant to
20.1		Code of Ethical Conduct (Incorporated by reference to Exhibit 99 to the Form 10KS for the year ended December 31, 2003)
32.2		Chief Financial Officer- Section 906 Certification pursuant to Sarbanes-Oxley Act.
21		List of subsidiaries (Filed herewith)
31.1		Chief Executive Officer-Section 302 Certification pursuant to Sarbanes-Oxley Act (Filed herewith)
31.2		Chief Financial Officer- Section 302 Certification pursuant to Sarbanes-Oxley Act (Filed herewith)
32.1		Chief Executive Officer-Section 906 Certification pursuant to Sarbanes-Oxley Act (Filed herewith)
32.2		Chief Financial Officer- Section 906 Certification pursuant to Sarbanes-Oxley Act (Filed herewith)
		* Filed Herewith

~~[34]~~F-28

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NUCLEAR SOLUTIONS, INC
	US FUEL COPORATION
Date: April 15, 2010	By:	/s/ John R. Fairweather
Date: August 1, 2013	By:	/s/ Harry Bagot
		John R. Fairweather
		Harry Bagot
		Chief Executive Officer (Authorized Signatory)

	NUCLEAR SOLUTIONS, INC
	US FUEL CORPORATION
Date: April 15, 2010	By:	/s/ Kenneth Faith
Date: August 1, 2013	By:	/s/ William E. Chady
		Kenneth Faith
		William E. Chady
		Chief Financial Officer (Authorized Signatory)
		Chief Financial Officer & Principal Accounting Officer (Authorized Signatory)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and the capacities and on the dates indicated.

Signature	Title	Date
/s/ John R. Fairweather	CEO, Director, President	April 15, 2010
/s/ Harry Bagot	CEO, Director, President	August 1, 2013
John R. Fairweather	(Principal Executive Officer)
Harry Bagot	(Principal Executive Officer)
/s/ Kenneth Faith	CFO, Director	April 15, 2010
/s/ William E. Chady	CFO, Director	August 1, 2013
Kenneth Faith	(Principal Financial Officer)
William E. Chady	(Principal Financial Officer)

~~[35]~~F-29

Exhibit 21

List of Subsidiaries

Fuel Frontiers, Inc.

Liquidyne Fuels, Inc.

[36]

Exhibit 31.1

Chief Executive Officer Certification (Section 302)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John Fairweather, certify that: (1) I have reviewed this annual report on Form 10-K of Nuclear Solutions, Inc., (Registrant). (2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; (3) Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; (4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; (d) disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

[37]

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information ; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:	/s/ John Fairweather
	John Fairweather
	Chief Executive Officer	Dated: April 15, 2010.

[38]

Exhibit 31.2

Chief Financial Officer Certification (Section 302)

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kenneth Faith, certify that:

(1) I have reviewed this annual report on Form 10-K of Nuclear Solutions, Inc., (Registrant).

(2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

(3) Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d) disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

[39]

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information ; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:	/s/ Kenneth Faith
	Kenneth Faith
	Chief Financial Officer	Dated: April 15, 2010.

[40]

Exhibit 32.1

Chief Executive Officer Certification (Section 906)

CERTIFICATION PURSUANT TO

18U.S.C.,SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), I, the undersigned Chief Executive Officer of Nuclear Solutions, Inc., (the “Company”), herby certify that, to the best of my knowledge, the Annual Report on Form 10-K of the Company for the period ended December 31, 2009 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.

By:	/s/ John Fairweather
	John Fairweather
	Chief Executive Officer	Dated: April 15, 2010.

[41]

Exhibit 32.2

Chief Financial Officer Certification (Section 906)

CERTIFICATION PURSUANT TO

18U.S.C.,SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), I, the undersigned Chief Financial Officer of Nuclear Solutions, Inc., (the “Company”), herby certify that, to the best of my knowledge, the Annual Report on Form 10-K of the Company for the period ended December 31, 2009 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.

By:	/s/ Kenneth Faith
	Kenneth Faith
	Chief Financial Officer	Dated: April 15, 2010.

[42]

Filing Compare · US FUEL CORP