S-8

Commission File No. 333-_______

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

ALL FUELS & ENERGY COMPANY

(Exact Name of registrant as specified in its charter)

Delaware 62-1581902

(State or Other Jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

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

(Address of principal executive office) (Zip Code)

2007 Stock Ownership Plan

(Full Title of Plan)

Dean E. Sukowatey, President

6165 N.W. 86th Street

Johnston, Iowa 50131

(Name and address of agent for service)

(515) 331-6509

(Telephone number, including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee(3)
Common Stock	2,000,000 shares	$0.83	$1,660,00	$50.96
Total	2,000,000 shares		$1,660,00	$50.96

(1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the 2007 Stock Ownership Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of Registrant’s common stock.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, based on the average of the high and low prices of the Registrant’s common stock as reported by the Over-the-Counter Bulletin Board on October 24, 2007.

(3) Calculated pursuant to General Instruction E on Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are hereby incorporated by reference into this Registration Statement:

1. our Annual Report on Form 10-KSB/A for the year ended December 31, 2006, filed on May 7, 2007;

2. our Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007, filed on May 21, 2007;

3. our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, filed on August 20, 2007;

4. our Current Report on Form 8-K, date of event, January 19, 2007, filed on January 23, 2007;

5. our Current Report on Form 8-K, date of event, January 29, 2007 filed on February 2, 2007;

6. our Current Report on Form 8-K, date of event, February 14, 2007 filed on February 22, 2007;

7. our Current Report on Form 8-K/A, date of event, April 9, 2007 filed on April 27, 2007;

8. our Current Report on Form 8-K/A, date of event, May 2, 2007 filed on May 7, 2007; and

9. our Current Report on Form 8-K, date of event, May 3, 2007 filed on May 7, 2007.

In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.

Each share of our common stock entitles its holder to one vote on all matters to be voted upon by shareholders. Subject to preferences that may apply to any outstanding shares of our preferred stock, holders of our common stock will receive ratably any dividends our board of directors declares out of funds legally available for that purpose. If we liquidate, dissolve or wind up our affairs, the holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and any liquidation preference of any shares of our outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

Item 5. Interests of Names Experts and Counsel.

Newlan & Newlan, Attorneys at Law, has passed upon the validity of the shares registered pursuant to this Registration Statement. The partners of the firm of Newlan & Newlan own, directly and indirectly, a total of 1,015,000 shares of our common stock.

Item 6. Indemnification of Directors and Officers.

As permitted by Section 145 of the Delaware General Corporation Law, the bylaws of the registrant provide that (i) the registrant is required to indemnify its directors and executive officers to the fullest extent not prohibited by the Delaware General Corporation Law, (ii) the registrant may, in its discretion, indemnify its other officers, employees and agents as set forth in the Delaware General Corporation Law, (iii) the registrant is required to advance all expenses incurred by its directors and executive officers in connection with certain legal proceedings, (iv) the rights conferred in the bylaws are not exclusive, and (v) the registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents.

The registrant has entered into agreements with its directors and executive officers that require the registrant to indemnify such persons against expenses, judgments, fines, settlements, and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of the registrant or any of its affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the registrant. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves a director or officer of the registrant regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.

Registrant has purchased no insurance for indemnification of its officers and directors, agents, etc., nor has there been any specific agreement for indemnification made between Registrant and any of its officers and directors, or others, with respect to indemnification for them arising out of their duties to Registrant.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us for expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether our indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue by the court.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or control persons pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No. Description

5.1 Legal Opinion of Newlan & Newlan, Attorneys at Law.

10.1 Registrant’s 2007 Stock Ownership Plan.

23.1 Consent of Farmer, Fuqua & Huff, P.C.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any additional or changed material information on the plan of distribution; (2) that, for the purpose of determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering; (3) file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Johnston, State of Iowa, on the 23rd day of October, 2007.

ALL FUELS & ENERGY COMPANY

By: /s/ DEAN E. SUKOWATEY

Dean E. Sukowatey, President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates included:

/s/ DEAN E. SUKOWATEY		October 23, 2007
Dean E. Sukowatey	President (principal executive officer), Acting Chief Accounting Officer (principal financial officer), Secretary and Director

/s/ BRIAN K. GIBSON		October 23, 2007
Brian K. Gibson	Treasurer and Director

/s/ STEVEN J. LEAVITT		October 23, 2007
Steven J. Leavitt	Director

EX-5.1

EXHIBIT 5.1

October 25, 2007

ALL Fuels & Energy Company

6165 N.W. 86th Street

Johnston, Iowa 50131

Re: 2007 Stock Ownership Plan

Gentlemen:

We have acted as counsel to ALL Fuels & Energy Company, a Delaware corporation (the “Company”), in connection with the registration with the Securities and Exchange Commission on Form S-8 of 2,000,000 shares of the Company’s common stock, $.01 par value (the “Shares”), which may be issued in connection with the above-referenced plan (the “Plan”). In connection with that registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and proposed issuance of the Shares, the Amended and Restated Certificate of Incorporation of the Company and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to the rendering of the following opinion.

Based upon that review, it is our opinion that the Shares, when issued in conformance with the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable.

We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or “blue sky” laws of the various states as to the issuance and sale of the Shares.

We consent to the use of this opinion in the registration statement filed with the Securities and Exchange Commission in connection with the registration of the Shares.

Very truly yours,

/s/ Newlan & Newlan

NEWLAN & NEWLAN

EX-10.1

EXHIBIT 10.1

ALL FUELS & ENERGY COMPANY

2007 STOCK OWNERSHIP PLAN

ARTICLE 1. ESTABLISHMENT AND PURPOSE

1.1 ESTABLISHMENT OF THE PLAN. ALL Fuels & Energy Company, a Delaware corporation (the “Company”), hereby establishes an incentive compensation plan (the “Plan”), as set forth in this document.

1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of Participants to those of the Company’s shareholders, and by providing Participants with an incentive for outstanding performance. The Plan is further intended to attract and retain the services of Participants upon whose judgment, interest, and special efforts the successful operation of the Company and its subsidiaries is dependent.

1.3 EFFECTIVE DATE OF THE PLAN. The Plan shall become effective on October 16, 2007.

ARTICLE 2. DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a) “Award” means, individually or collectively, a grant under this Plan of Stock or Restricted Stock.

(b) “Award Agreement” means an agreement which may be entered into by each Participant and the Company, setting forth the terms and provisions applicable to Awards granted to Participants under this Plan.

(c) “Board” or “Board of Directors” means the Company’s Board of Directors.

(d) “Consultant” means a natural person under contract with the Company to provide BONA FIDE services to the Company which are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

  (e) “Director” means any individual who is a member of the Company’s Board of Directors.

  (f) “Eligible Person” means an Employee, Director or Consultant.

  (g) “Employee” means any officer or employee of the Company or of one of the Company’s Subsidiaries. Directors who are not otherwise employed by the Company shall not be considered Employees under this Plan.

  (h) “Employment,” with reference to an Employee, means the condition of being an officer or employee of the Company or one of its Subsidiaries. “Employment,” with reference to a Consultant, means the condition of being a Consultant. “Employment,” with reference to a Director, means the condition of being a Director. The change in status of an Eligible Person among the categories of Employee, Director and Consultant shall not be deemed a termination of Employment.

  (i) “Participant” means a person who holds an outstanding Award granted under the Plan.

  (j) “Plan” means this 2007 Stock Ownership Plan.

  (k) “Restricted Stock” means an Award of Stock granted to an Eligible Person pursuant to Article 6 herein.

  (l) “Restriction Period” means the period during which Shares of Restricted Stock are subject to restrictions or conditions under Article 6.

  (m) “Shares” or “Stock” means the shares of common stock of the Company.

ARTICLE 3. SHARES SUBJECT TO THE PLAN

  3.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 3.3 herein, the number of Shares available for grant under the Plan shall not exceed two million (2,000,000) Shares. The Shares granted under this Plan may be either authorized but unissued or reacquired Shares.

  3.2 LAPSED AWARDS. If any Award granted under this Plan is canceled, terminates, expires, or lapses for any reason, Shares subject to such Award shall be again available for the grant of an Award under the Plan.

  3.3 ADJUSTMENTS IN AUTHORIZED PLAN SHARES. In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, Stock dividend, split-up, Share combination, or other change in the corporate structure of the Company affecting the Shares, an adjustment shall be made in the number and class of Shares which may be delivered under the Plan, as may be determined to be appropriate and equitable by the Board of Directors, in its sole discretion, to prevent dilution or enlargement of rights.

  No Award may be made under the Plan after December 31, 2008.

ARTICLE 4. ELIGIBILITY AND PARTICIPATION

  4.1 ELIGIBILITY. All Eligible Persons are eligible to participate in this Plan.

  4.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Board of Directors may, from time to time, select from all Eligible Persons, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Person is entitled to receive an Award unless selected by the Board of Directors.

ARTICLE 5. STOCK GRANT

  5.1 GRANT OF STOCK. Subject to the terms and provisions of the Plan, the Board of Directors, at any time and from time to time, may grant Shares of Stock to Eligible Persons in such amounts and upon such terms and conditions as the Board of Directors shall determine.

ARTICLE 6. RESTRICTED STOCK

  6.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan, the Board of Directors, at any time and from time to time, may grant Shares of Restricted Stock to Eligible Persons in such amounts and upon such terms and conditions as the Board of Directors shall determine.

  6.2 RESTRICTED STOCK AGREEMENT. The Board of Directors may require, as a condition to an Award, that a recipient of a Restricted Stock Award enter into a Restricted Stock Award Agreement, setting forth the terms and conditions of the Award. In lieu of a Restricted Stock Award Agreement, the Board of Directors may provide the terms and conditions of an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.

  6.3 TRANSFERABILITY. Except as otherwise provided in this Article 6, the Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Restriction Period established by the Board of Directors, if any.

  6.4 OTHER RESTRICTIONS. The Board of Directors may impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock and/or restrictions under applicable Federal or state securities laws; and may place upon the certificates representing Restricted Stock a legend giving appropriate notice of such restrictions. The Company shall also have the right to retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares shall have been satisfied.

  6.5 REMOVAL OF RESTRICTIONS. Except as otherwise provided in this Article 6, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant after the last day of the Restriction Period and completion of all conditions to vesting, if any. However, unless otherwise provided by the Board of Directors, the Board of Directors, in its sole discretion, shall have the right to immediately waive all or part of the restrictions and conditions with regard to all or part of the Shares held by any Participant at any time.

  6.6 VOTING RIGHTS, DIVIDENDS AND OTHER DISTRIBUTIONS. During the Restriction Period, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights and shall receive all regular cash dividends paid with respect to such Shares. Except as provided in the following sentence, in the sole discretion of the Board of Directors, other cash dividends and other distributions paid to Participants with respect to Shares of Restricted Stock may be subject to the same restrictions and conditions as the Shares of Restricted Stock with respect to which they were paid. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions and conditions as the Shares of Restricted Stock with respect to which they were paid.

ARTICLE 7. WITHHOLDING

  7.1 TAX WITHHOLDING. The Company shall deduct or withhold an amount sufficient to satisfy Federal, state, and local taxes (including the Participant’s employment tax obligations) required by law to be withheld with respect to any taxable event arising our of or as a result of this Plan (“Withholding Taxes”).

  7.2 PAYMENT OF WITHHOLDING. With respect to withholding required upon the lapse of restrictions on Restricted Stock, or upon any other taxable event hereunder involving the transfer of Stock to a Participant, the Participant shall be required to remit to the Company an amount in cash sufficient to satisfy the federal, state and local withholding tax requirements or may direct the Company to withhold from other amounts payable to the Participant, including salary.

ARTICLE 8. LEGAL CONSTRUCTION

  8.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

  8.2 GOVERNING LAW. To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement of ALL Fuels & Energy Company (formerly known as ICrystal, Inc.), on Form S-8, of our report dated March 16, 2007, (which includes an emphasis paragraph relating to the Company’s ability to continue as a going concern) as of and for the year ended December 31, 2006, and all references to our firm included in this Registration Statement.

/s/ FARMER, FUQUA & HUFF, P.C.

Farmer, Fuqua & Huff, P.C.

Certified Public Accountants

Plano, Texas

October 25, 2007