8-K 1 form8k.htm I CRYSTAL 8-K 4-9-2007

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities and Exchange Commission

Date of Report (Date of earliest event reported): April 9, 2007.

ICrystal, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-29417

62-1581902

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

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

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (651) 998-0612

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Form 8-K

ICrystal, Inc.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On April 9, 2007, we consummated a plan and agreement of reorganization (the “Reorganization Agreement”) with the shareholders of ALL Energy Company, a Delaware corporation, pursuant to which ALL Energy has become our wholly-owned subsidiary. Under the Reorganization Agreement, we issued a total of 25,330,000 shares of our common stock to the ALL Energy shareholders, in exchange for their common stock of ALL Energy.

Pursuant to the Reorganization Agreement, Dean E. Sukowatey, our president and one of our directors, was issued 6,343,689 shares of our common stock, Brian K. Gibson, one of our directors, was issued 62,987 shares of our common stock, Steven J. Leavitt, one of our directors, was issued 62,987 shares of our common stock, and Sun Bear, LLC, one of our founders, was issued 5,479,872 shares of our common stock.

In determining the number of shares of our common stock to be issued under the Reorganization Agreement, our board of directors did not employ any standard valuation formula or any other standard measure of value.

This acquisition of ALL Energy is in furtherance of our board of directors’ determination that our company is to become a producer of renewable fuels, particularly ethanol. Please see “Item 7.01 Regulation FD Disclosure” below for a complete description of our company, its business plans, its financial condition and the current status of its business efforts, as a combined enterprise with ALL Energy.

Item 3.02.

Unregistered Sales of Equity Securities.

(a)

Securities Sold. On April 9, 2007, 25,330,000 shares of our common stock were issued.

(b)

Underwriter or Other Purchasers. Such shares of common stock were issued to the shareholders of ALL Energy Company, a Delaware corporation.

(c)

Consideration. Such shares of common stock were issued pursuant to a plan and agreement of reorganization in exchange for all of the outstanding capital stock of ALL Energy Company.

(d)

Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof and Rule 506 thereunder, as a transaction not involving a public offering. Each of the persons to whom shares of common stock our common stock were issued was an “accredited investor” capable of evaluating an investment in our company.

Item 7.01.

Regulation FD Disclosure

FORWARD-LOOKING STATEMENTS

References in this Current Report on Form 8-K to “us”, “we” and “our” include ICrystal, Inc., ALL Energy Company, and its subsidiary, ALL Energy Manchester, LLC, unless otherwise indicated.

In addition, certain other forward-looking statements herein are statements regarding financial and operating performance and results and other statements that are not historical facts. The words “expect”, “project”, “estimate”, “believe”, “anticipate”, “intend”, “plan”, “forecast” and similar expressions are intended to identify forward-looking statements. Certain important risks could cause results to differ materially from those anticipated by some of the forward-looking statements. Some, but not all, of the important risks that could cause actual results to differ materially from those suggested by the forward-looking statements include, among other things:

-	Events that deprive us of the services of our president, Dean E. Sukowatey;

-	Whether we are able to obtain adequate capital with which to construct and/or purchase one or more ethanol production facilities; and

-	Other uncertainties, all of which are difficult to predict and many of which are beyond our control.

Impending Corporate Name Change

In March 2007, holders of approximately 69.42% of our common stock, acting by written consent in lieu of a meeting, approved a change of our corporate name from ICrystal, Inc. to “ALL Fuels & Energy Company”. This name change is expected to be effected by the end of April 2007.

History of Operations

From 1999 through 2002, the business operations of ICyrstal, Inc. involved the development of Internet-based software for computer-based card and table games for gaming and casino applications. This business proved to be unsuccessful and, in 2003, our then-management sold our software business. During 2003, we recognized nominal income from our discontinued operations. However, we did not engage in active business operations during 2003. During 2004 and 2005, we did not engage in active business operations and had no revenues. During 2006, we did not engage in active business operations, until November of that year. In November 2006, we started a new business, but did not generate any revenues therefrom in 2006.

From 2004 through November 2006, our management searched for a going business to acquire, without success. Due to this lack of success, our board of directors, as then constituted, determined that it would be in the best interests of our company and our shareholders for our company to start a new business. After assessing the business opportunities available to our company vis-a-vis our lack of available capital, in November 2006, our board of directors determined that we would become a publisher of web pages. In connection with this determination, we entered into three separate asset purchase agreements, whereby we acquired certain web site domains and Internet web pages associated therewith. During 2006, we did not derive any revenues from this business.

As we pursued our web page publishing business, in January 2007, our former management acted upon an opportunity for our company to acquire ALL Energy Company and determined that the best interests of our shareholders would be served by acquiring ALL Energy and pursuing the ethanol-related business plan of ALL Energy as a combined enterprise.

Our web page publishing business continues and has been assigned to a subsidiary, Venus Associates, Inc., a Nevada corporation, which intends to change its corporate name to “Vortal 9, Inc.” At an appropriate time in the near future, all of the stock of Venus Associates is to be distributed, as a dividend, to our shareholders of record on January 19, 2007, pursuant to an effective registration statement filed with the SEC. Thereafter, the web page publishing business of Venus Associates will no longer be a part of our company. The costs associated with the dividend distribution of the Venus Associates stock will be borne by Venus Associates and we will not provide any operating funds to Venus Associates at any time.

Overview

ALL Energy Company was incorporated in August 2006, as a Delaware corporation, with the intention of operating as an ethanol producer, focusing primarily on the production and sale of ethanol and its co-products. In the current climate of historically-high oil prices, we believe this focus will enable us to build a successful ethanol production and distribution business.

Since its inception in August 2006, ALL Energy has completed important organizational activities and, through a private offering of its common stock in September 2006, obtained $2,000,000. These funds have allowed ALL Energy to achieve important business objectives related to the construction of its first proposed ethanol production facility and to the proposed acquisition of an operating ethanol production facility.

Current Status of Ethanol-Related Activities

Proposed Manchester, Iowa, Ethanol Plant.

Purchase of Land. In March 2007, ALL Energy, through its subsidiary, ALL Energy Manchester, LLC, acquired approximately 150 acres of real property located near Manchester, Iowa. It is our intention to construct a 100 million gallon (per year) ethanol production facility on this land. We refer to this proposed ethanol production facility as “the Manchester facility”. However, we do not currently possess sufficient capital with which to construct the Manchester facility, nor have we obtained a commitment from any third party for the needed capital. We cannot assure you that we will ever obtain the needed capital to construct the Manchester facility or any similar facility.

Annexation of Land. Also in March 2007, the City of Manchester, Iowa, annexed the 150 acres on which we propose to build the Manchester facility, a 100 million gallon per year ethanol production facility. Having secured the annexation of this land, we expect that we will be able to secure important tax credits from local and Iowa state agencies.

Ground Water Quality Permit Application. We have engaged Natural Resources Group (NRG) to consult on water-related environmental matters relating to the Manchester facility. With NRG, we have made significant progress towards compliance with applicable water-related regulations, having filed our initial water-quality-related permit application.

Air Quality Permit Application. We have engaged Yaggy-Colby to consult on air-related environmental matters relating to the Manchester facility. With Yaggy-Colby, we have made significant progress towards compliance with applicable air-related regulations, having filed our initial air-quality-related permit application.

Project Feasibility Study. We commissioned BBI, Inc. to perform a project feasibility study relating to the Manchester facility, which included an analysis of the availability of corn and energy, as well as the surrounding transportation infrastructure. BBI’s report indicates that there are ample corn supplies in close proximity to the Manchester facility to satisfy our feedstock needs, that there are adequate supplies of energy available at reasonable cost with which to operate the Manchester facility and that the surrounding transportation infrastructure is capable of handling the anticipated truck and rail traffic associated with the Manchester facility. We obtained this feasibility study, inasmuch as funding sources familiar to our management require such a study as a condition to financing.

Delta-T Corporation. We have engaged Delta-T Corporation to provide project engineering services with respect to the Manchester facility. With Delta-T, we have made progress towards completing the necessary preliminary engineering work relating to the Manchester facility. Once we complete this preliminary engineering work, we will be in a position to put the construction of the Manchester facility up for bid.

Proposed Purchase of Ace Ethanol, LLC. In March 2007, ALL Energy and Ace Ethanol, LLC, the operator of an ethanol production facility in Stanley, Wisconsin, with a design capacity of 30 million gallons per year (currently producing approximately 43 million gallons annually), signed a letter of intent with respect to the proposed purchase by ALL Energy of up to 100% of the outstanding membership interests in Ace Ethanol, LLC. The anticipated $70 million to $100 million acquisition is subject to the approval of the Ace Ethanol members and negotiation of the definitive acquisition agreement.

It is currently anticipated that the capital required to complete the purchase of Ace Ethanol will be obtained in the form of debt financing or a combination of debt financing and equity. However, we have not obtained a financing commitment and there is no assurance that we will ever obtain the financing needed to complete the proposed acquisition of Ace Ethanol.

Current Financial Status

We currently have approximately $1,100,000 in cash. While our capital reserves are adequate to pay ongoing expenses for at least the next 12 months, we do not possess the capital necessary to construct the Manchester facility or to complete the proposed acquisition of Ace Ethanol.

Our management estimates that we will require approximately $200 million to complete construction of the Manchester facility, as proposed. Further, it is estimated that we will require between $70 million and $100 million to complete the acquisition of Ace Ethanol. We have not received a commitment from any source for any of the needed capital. We cannot assure you that we will ever obtain the capital needed for either of these opportunities.

Our Competitive Advantages and Disadvantages

Competitive Advantages. Our management believes we will have certain competitive advantages over our competition, including the following:

-	Plant Design Efficiencies. The ethanol production facilities to be designed for us by Delta-T Corporation will embody the latest technologies to promote cost savings.

Latest Technology Available. Delta-T Corporation has a track record of designing new plants that are more energy efficient and operationally superior in delivering consistent production of high quality products. The ethanol production facility owned by Ace Ethanol was designed and engineered by Delta-T.

Operating Cost Efficiency: Our management is committed to implementing cost-efficient methodologies for all aspects of our business. By maintaining low operating costs through the use of available technology, our management believes that we will realize significant cost savings compared to our competitors.

Competitive Disadvantages. While our management believes we possess competitive advantages, there are certain competitive disadvantages that we must overcome, including the following:

-	Small Capital Base: We do not possess sufficient capital to construct the proposed Manchester facility or to purchase Ace Ethanol, LLC. Without significant additional capital, it is likely that we would be unable to construct the Manchester facility or purchase Ace Ethanol.

Limited In-House Management Resources: Although our management team, in all, is highly experienced and qualified, our president does not possess experience in the ethanol industry. In addition, we will be required to attract persons with expertise sufficient for us to be successful in our proposed operations. Currently, we do not possess adequate capital to attract such persons, and we may never possess adequate capital resources to attract such persons. Our inability to do so would likely cause our business prospects to suffer.

Business Objective

It is our goal to become a significant producer of ethanol and its co-products in the United States, that is, to become a producer of at least 500 million gallons of ethanol annually.

Proposed Business and Implementation Strategy

In General. To achieve our goal of becoming a significant producer of ethanol in the U.S., that is, a producer of 500 million gallons per year of ethanol, we have developed a strategy that we intend to pursue. Our strategy, which is dependent on our ability to obtain significant additional capital, has the following important elements:

Low-cost production capacity. It is our intention to capitalize on the growing demand in the U.S. for ethanol by establishing increasing production capacity as quickly as possible over the next several years. In pursuing our expansion strategy, we will seek to build and/or acquire large-scale facilities with design elements that incorporate technology improvements and continue to build and/or acquire facilities in locations with access to multiple rail services. We believe that using similar facility designs will permit us to lower our costs relating to spare parts and to take advantage of our operations experience to be gained at other future facilities.

Focus on Cost Efficiency. Our corporate challenge will always be to seek greater economies of scale in our operations and to maximize energy efficiency and increase yield. Included in this challenge will be to purchase corn during peak supply periods to reduce our corn costs and to reduce our per-unit energy and transportation costs where possible.

Implement Risk Mitigation Strategies. Once we near completion of the Manchester production facility, our management will begin its efforts to mitigate our exposure to commodity price fluctuations by purchasing a portion of our corn requirements on a fixed price basis and purchasing corn and natural gas futures contracts. In addition, it is expect that, to mitigate our ethanol price risk, we will sell a portion of our future production under fixed price and indexed contracts. Should we be successful in managing our exposure to commodity price fluctuations, we expect that our operating results will be less volatile. There is no assurance that we will be successful in these efforts.

Seek Beneficial Alternative Technologies. Our management intends to investigate the feasibility of implementing, at some time in the future, new technologies that would serve to augment or replace natural gas usage. It is expected that these technologies would allow us to reduce our energy costs. Capital costs and engineering issues must be adequately addressed prior to any implementation of any such technology.

Seek to Expand Market Demand for Ethanol. As our rate of growth and our access to capital permit, our management intends to take actions it believes will create additional demand for ethanol, including, investing in new technologies that use ethanol and employing institutional advertising that focuses on, and promotes the use of, ethanol.

Pursue Potential Acquisition Opportunities. Assuming that we have capital available, we believe that, as the ethanol industry matures, opportunities for expansion of our business through acquisitions will be available. Such an acquisition could involve additional ethanol production, storage or distribution facilities and related infrastructure, as well as potential facility sites under development. Our current efforts in acquiring Ace Ethanol is an example of this plan.

In Particular. The ethanol produced by our first, the Manchester facility, and likely any future, ethanol production facility, will use corn feedstock. The distiller’s grains byproducts, which are the remnants of the corn after the ethanol-producing starch is removed, will be sold to dairies, cattle lots and hog operations as a valuable protein feed supplement.

We have entered into an engineering agreement with Delta-T Corporation to provide, subject to negotiation with our chosen general contractors, the ethanol process technology for five future ethanol production facilities proposed to be built by our company, including the Manchester facility. In addition, Delta-T is to provide training in plant start-up and operation. These plants’ designs will include the latest Delta-T technology that fractionates the corn into more value-added products that allow the value of the Dried Distillers Grain with Solubles (DDGS) to increase significantly over the current value. Also, Delta-T intends to integrate new technologies that allow for improved natural gas consumption into our plant designs. If beneficial, Delta-T intends to implement biomass boilers and/or anaerobic digestion to promote increased operating efficiency at a particular plant. Also, it is expected that each plant’s design will accommodate new ethanol feed stocks, as the economics change among the various feedstock commodities.

Currently Proposed Ethanol Production Facilities

First Proposed Facility Construction - the Manchester facility. We have purchased approximately 150 acres of real property located near Manchester, Iowa, on which to build the Manchester facility. This property has the following characteristics:

Property Location:	Adjacent to Manchester, Iowa, midway between Waterloo and Dubuque, Iowa.
Property Size:	Approximately 150 acres.
Purchase Price:	$945,000.
Ingress/Egress:	Easy access to Iowa State Highway 20.
Market Availability:	Highway access for trucking ethanol and DDGS; situated in Northeast Iowa with close proximity to feed markets for Wet Distillers Grain with Soluables (WDGS).
Power Supply:	Electricity supply is ample for the proposed production facility and there are two nearby natural gas pipelines.
Water Supply:	Well water is available, with back-up water supply available from the City of Manchester.
Sewer:	Available, if needed, from the City of Manchester.
Corn Availability:	Our commissioned corn feasibility study indicates that there are ample corn supplies in close proximity to the Manchester facility, as proposed.
Annexation:	In March 2007, this property was annexed by the City of Manchester. As a result of the completion of this annexation, approximately $16,000,000 of proposed Iowa state and local tax credits have been secured by us.
Local Government:	The City of Manchester has indicated its informal approval of proposed entrances and exits for the Manchester site. The Manchester city council has met on several occasions since the middle of 2006 regarding the Manchester facility, as proposed, and indicated that it is amenable to the needs of that proposed facility. Our initial water-quality-related permit application has been filed; our initial air-quality-related permit application has been filed.

We require approximately $200,000,000 in financing, either debt, equity or a combination thereof, to construct the Manchester facility. We cannot assure you that we will be able to construct the Manchester facility, as proposed, as we have not obtained any commitment for any such funding. However, should we obtain needed financing, the Manchester facility is expected to have the following characteristics:

Annual Ethanol Production Capacity:	Design capacity of 100 million gallons per year, with an anticipated annual ethanol production rate of 124 million gallons.
Ownership:	100%.
Production Process:	Dry-Milling.
Primary Energy Source:	Natural Gas.
Estimated DDGS Production (Dry) per Year:	381,000 tons.
Estimated Corn Processed per Year:	42.4 million bushels.

The Manchester facility is to be the first ethanol production facility that is part of our five-plant project development agreement with Delta-T Corporation. Under the development agreement, Delta-T is to provide design engineering services. It is intended that Pacesetter Management Group, LLC, a company affiliated with Delta-T, will manage five of our ethanol production facilities, including the Manchester facility. However, we have not yet executed a formal agreement with Pacesetter in this regard. Our management has begun the process of selecting the construction firm that will be hired by us to build the Manchester facility. As of the date hereof, we have not entered into any contract with any such construction firm. However, with the respect to the Manchester facility, we have entered into working relationships with two construction firms, one based in Minnesota, the other in Wisconsin, as we continue the process of completing the design of the Manchester facility.

First Proposed Facility Purchase - Ace Ethanol, LLC. In March 2007, ALL Energy and Ace Ethanol, LLC, the operator of an ethanol production facility in Stanley, Wisconsin, with a design capacity of 30 million gallons per year (currently producing approximately 43 million gallons annually), signed a letter of intent with respect to the proposed purchase by ALL Energy of between 70% and 100% of the outstanding membership interests in Ace Ethanol, LLC. The anticipated $70 million to $100 million acquisition is subject to the approval of the Ace Ethanol members and negotiation of the definitive acquisition agreement.

Future Ethanol Production Facilities. The first phase of our business plan would have us building and/or acquiring ethanol production of 500 million gallons per year. We do not currently possess the capital with which to accomplish this objective and there is no assurance that we will be successful in achieving this objective.

Industry Background and Market Opportunity

The ethanol industry has grown significantly over the last few years, expanding production capacity at a compounded annual growth rate of approximately 20% from 2000 to 2005. We believe the ethanol market will continue to grow as a result of its favorable production economics relative to gasoline, ethanol’s clean burning characteristics, a shortage of domestic petroleum refining capacity, geopolitical concerns, and federally mandated renewable fuel usage. We also believe that E85, a fuel blend composed primarily of ethanol, will become increasingly important over time as an alternative to unleaded gasoline.

Ethanol is a type of alcohol. In the U.S., ethanol is produced principally from corn. Ethanol is primarily used as a blend component in the U.S. gasoline fuel market, which approximated 140 billion gallons in 2005, according to Energy Information Administration (EIA). Refiners and marketers, including some of the major integrated oil companies and a number of independent refiners and distributors, have historically blended ethanol with gasoline to increase octane and reduce tailpipe emissions. According to the Renewable Fuels Association (RFA), 4.0 billion gallons of ethanol were produced in the U.S. in 2005, accounting for approximately 3% of the U.S. gasoline fuel supply. Also according to the RFA, total U.S. ethanol production capacity increased to more than 4.3 billion gallons per year (BGY) in 2005. The substantial majority of U.S. fuel ethanol produced in 2005 was used as an additive to gasoline. According to the U.S. Department of Energy, refiners typically blend ethanol at 5.7% to 10.0% of volume in over 30% of the U.S. gasoline fuel supply. Ethanol is also used as the primary blend component for E85, a fuel blend composed of up to 85% ethanol. Although E85 currently represents an insubstantial portion of the U.S. gasoline supply, approximately 6.0 million vehicles on the road in the U.S. today are flexible fuel vehicles. Ethanol blends of up to 10% are approved for use under the warranties of all major motor vehicle manufacturers and are often recommended as a result of ethanol’s clean burning characteristics. In addition, all major manufacturers of power equipment, motorcycles, snowmobiles and outboard motors permit the use of ethanol blends in their products. The primary uses of ethanol are:

-	Octane enhancer;

-	Clean air additive;

-	Valuable blend component; and

-	E85, a gasoline alternative.

Demand for Ethanol

Our management believes that the ethanol market will grow as a result of existing favorable economic circumstances; the replacement of methyl tertiary-butyl ether (MTBE); a shortage of domestic petroleum refining capacity; geopolitical concerns, as evidenced by the focus on renewable energy sources contained in President George W. Bush’s 2007 State of the Union Address; and federally mandated renewable fuel usage. Our management also believes that E85 will, over time, become increasingly important as an alternative to unleaded gasoline.

Supply of Ethanol

Production in the ethanol industry remains fragmented. According to the RFA, while domestic ethanol production increased from 1.3 billion gallons in 1997 to a current production capacity of approximately 5.4 billion gallons, the top five producers accounted for approximately 35% of the industry’s total estimated production capacity, as of the last quarter of 2006. The remaining production generated by more than 50 smaller producers and farmer-owned cooperatives, most with production of 50 million gallons per year (MMGY) or less. Since a typical ethanol facility can be constructed in approximately 14 to 18 months from groundbreaking to operation, the industry is able to forecast capacity additions for up to 18 months in the future. Recently, the RFA estimated ethanol facilities with capacity of an aggregate of an additional 6.1 BGY were proposed or under construction.

Currently, most U.S. ethanol is produced from corn grown in Illinois, Iowa, Minnesota, Nebraska and South Dakota, where corn is abundant. In addition to corn, the production process employs natural gas or, in some cases, coal to power the production facilities. Proximity to sufficient low-cost corn (or other feedstock) and natural gas supply are important competitive factors for ethanol producers.

Ethanol is typically either produced by a dry-milling or wet-milling process. Although the two processes feature numerous technical differences, the primary operating trade-off of the wet-milling process is a higher co-product yield in exchange for a lower ethanol yield. Dry-milling ethanol production facilities constitute the substantial majority of new ethanol production facilities being constructed in the past five years because of the increased efficiencies and lower capital costs of dry-milling technology. Dry-mill ethanol facilities typically produce between five and 50 MMGY, with newer dry-mill facilities producing over 100 MMGY. The largest ethanol production facilities are wet-mill facilities that have capacities of 200 to 300 MMGY. According to the RFA, approximately 79% of the ethanol production capacity is generated from dry-mill facilities, with approximately 21% from wet-mill facilities. It is our intention to construct and operate, or purchase, dry-mill facilities.

The east coast and west coast markets in the U.S. consume in excess of 50% of produced ethanol, in large measure due to stricter air quality requirements in large parts of those markets. The primary means of transporting ethanol from the Midwest to the coastal markets is by rail transportation. The movement of ethanol via pipeline is limited as a result of the tendency of ethanol to absorb water and other impurities found in the pipelines, logistical limitations of existing pipelines and limited volumes of ethanol that need to be transported. Barges and trucks are also used in the transportation of ethanol.

Ethanol Production Process

In the dry-mill process of converting corn into ethanol, each bushel of corn yields approximately 2.8 gallons of ethanol and approximately 18 pounds of distillers grains.

Ethanol Co-Products.

Dried Distillers Grain with Solubles (DDGS). A co-product of dry-mill ethanol production, DDGS is a high-protein and high-energy animal feed that is sold primarily as an ingredient in beef and dairy cattle feed. DDGS consists of the concentrated nutrients remaining after the starch in corn is converted to ethanol.

Wet Distillers Grains with Solubles (WDGS). WDGS is similar to DDGS, except that the final drying stage applied to DDGS is bypassed and the product is sold as a wet feed. WDGS is an excellent livestock feed with better nutritional characteristics than DDGS. However, higher costs of storage and transportation are associated with WDGS.

Corn Oil. Corn oil can be produced as a co-product of ethanol production by installing equipment to separate the oil from the distillers grains during the production process. Corn oil can be sold as an animal feed and commands higher prices than DDGS. It can also be used to produce biodiesel, a clean burning alternative fuel that can be used in diesel engines with petroleum diesel to lower emissions and improve lubricity.

Raw Material Supply and Pricing; Risk Management

Our management will seek to mitigate our exposure to commodity price fluctuations by purchasing a portion of our corn requirements on a fixed price basis and by purchasing corn and natural gas futures contracts. To mitigate ethanol price risk, our management intends to sell a portion of our future production under fixed price and indexed contracts. It can be expected that our indexed contracts will be referenced to a futures contract, such as unleaded gasoline on the NYMEX, and that we may hedge a portion of the price risk associated with index contracts by selling exchange-traded unleaded gasoline contracts. Our management believes this strategy will reduce somewhat the volatility of our operating results. However, no assurances can be made in this regard.

Marketing

During the early years of our operations, we intend to have agreements with one or more companies for the marketing, including billing, receipt of payment and other administrative services, for all of the ethanol that we produce. In addition, we will have marketing agreements for the DDGS and carbon dioxide generated by a facility.

Should we ever determine to market and sell our own ethanol, we will be required to establish our own marketing, distribution, transportation and storage infrastructure. Involved in this undertaking would be obtaining sufficient numbers of railcars and storage depots near our customers and at other strategic locations to ensure efficient delivery of our finished ethanol product. Also, we would be required to hire or retain an outside marketing and sales force and logistical and other operational personnel to staff adequately our distribution activities.

With respect to our distillers grains, we expect that they will be sold locally for use as animal feed, during the first years of our operations.

Competition

The market in which we will be selling our ethanol is highly competitive. According to the RFA, world ethanol production rose to 12 billion gallons in 2005. Non-U.S. ethanol accounted for 65% of world production. The U.S. and Brazil are the world’s largest producers of ethanol. Currently, industry capacity in the U.S. approximated 4.5 BGY, with an additional 2.2 BGY of capacity under construction. The ethanol industry in the U.S. consists of more than 90 production facilities and is primarily corn based, while the Brazilian ethanol production is primarily sugar cane based. During 2006, the top ten producers accounted for approximately 45% of the ethanol production capacity in the U.S., according to the RFA.

The largest U.S. competitors are Archer Daniels Midland Company, VeraSun Energy Corporation, Aventine Renewable Energy Holdings, Inc. and Cargill, Inc. The industry is otherwise highly fragmented, with many small, independent firms and farmer-owned cooperatives constituting the rest of the market. We cannot assure you that we will be able to compete successfully in this highly competitive and fragmented market.

We believe that our ability to compete successfully in the ethanol production industry depends on many factors, including the following principal competitive factors:

price;

-	reliability of our production processes and delivery schedule; and

-	volume of ethanol produced and sold.

With respect to distillers grains (DDGS and WDGS), we will compete primarily with other ethanol producers, as well as a number of large and small suppliers of competing animal feed. We believe the principal competitive factors are price, proximity to purchasers and product quality. We cannot assure you that we will be able to compete successfully in this market.

Legislation

Energy Policy Act. The Energy Policy Act established minimum annual volumes of renewable fuel to be used by petroleum refiners in the fuel supply. The annual requirement grows to 7.5 BGY by 2012. Also, the Energy Policy Act did not provide liability protection to refiners who use MTBE as a fuel additive. Given the extent of the environmental concerns associated with MTBE, our management believes that this will serve as a catalyst to hasten the replacement of a significant portion of the remaining MTBE volumes with ethanol in the near future. Finally, the Energy Policy Act removed the oxygenate requirements that were put in place by the Clean Air Act. The Energy Policy Act also included anti-backsliding provisions, however, that require refiners to maintain emissions quality standards in the fuels that they produce, thus providing a source for continued need for ethanol.

Federal Blenders’ Credit. First implemented in 1979, the federal excise tax incentive program allows gasoline distributors who blend ethanol with gasoline to receive a federal excise tax rate reduction of $0.51 per gallon of ethanol. The incentive program is scheduled to expire in 2010, unless extended.

Federal Clean Air Act. The use of ethanol as an oxygenate is driven, in part, by environmental regulations. The Federal Clean Air Act requires the use of oxygenated gasoline during winter months in areas with unhealthy levels of carbon monoxide.

State legislation banning or significantly limiting the use of MTBE. In recent years, due to environmental concerns, 25 states have banned, or significantly limited, the use of MTBE, including California, Connecticut and New York. Ethanol has served as a replacement for much of the discontinued MTBE volumes and is expected to continue to replace future MTBE volumes that are removed from the fuel supply.

Federal Tariff on Imported Ethanol. In 1980, Congress imposed a tariff on foreign produced ethanol, made from cheaper sugar cane, to encourage the development of a domestic, corn-derived ethanol supply. This tariff was designed to prevent the federal tax incentive from benefiting non-U.S. producers of ethanol. The tariff is $0.54 per gallon and is scheduled to expire in 2007, unless extended.

Ethanol imports from 24 countries in Central America and the Caribbean Islands are exempted from the tariff under the Caribbean Basin Initiative, which provides that specified nations may export an aggregate of 7.0% of U.S. ethanol production per year into the U.S., with additional exemptions from ethanol produced from feedstock in the Caribbean region over the 7.0% limit. NAFTA also allows Canada and Mexico to export ethanol to the United States duty-free or at a reduced rate. Canada is exempt from duty under the current NAFTA guidelines, while Mexico’s duty rate is $0.10 per gallon.

In addition, there is a flat 2.5% ad valorem tariff on all imported ethanol.

Federal Farm Legislation. The U.S. Department of Agriculture’s (USDA’s), Commodity Credit Corporation Bioenergy Program pays cash to companies that increase their purchases of specified commodities, including corn, to expand production of ethanol, biodiesel or other biofuels. Payments are typically $0.20 to $0.30 per gallon of increased capacity and amounts must be refunded if decreases in production levels occur.

State Incentives. In addition to USDA incentive payments, certain states also provide incentive payments, based on gallons of ethanol produced.

Environmental Matters

Once established, our ethanol production operations will be subject to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground; the generation, storage, handling, use, transportation and disposal of hazardous materials; and the health and safety of our employees. These laws, regulations and permits also can require expensive pollution control equipment or operational changes to limit actual or potential impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, natural resource damage, criminal sanctions, permit revocations and/or facility shutdowns. We do not anticipate a material adverse effect on our business or financial condition as a result of our compliance with these requirements. Currently, we cannot predict whether we will incur material capital expenditures for environmental controls, beyond the initial construction costs.

There is a risk of liability for the investigation and cleanup of environmental contamination at each of the properties that we own or operate and at off-site locations where we arrange for the disposal of hazardous substances. If these substances have been or are disposed of or released at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under CERCLA or other environmental laws for all or part of the costs of investigation and/or remediation and for damage to natural resources. We may also be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from these properties. Some of these matters may require us to expend significant amounts for investigation and/or cleanup or other costs.

In addition, new laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could require us to make additional significant expenditures. Continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at our ongoing operations. Present and future environmental laws and regulations (and related interpretations) applicable to our then-current operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial capital and other expenditures. Our air emissions will be subject to the federal Clean Air Act, the federal Clean Air Act Amendments of 1990 and similar state and local laws and associated regulations. The U.S. EPA has promulgated National Emissions Standards for Hazardous Air Pollutants, or NESHAP, under the federal Clean Air Act that could apply to facilities that we may own or operate, if the emissions of hazardous air pollutants exceed certain thresholds. Because other domestic ethanol manufacturers will have similar restrictions, however, we believe that compliance with more stringent air emission control or other environmental laws and regulations is not likely to materially affect our competitive position.

Description of Property

We own approximately 150 acres of real property on which we intend to construct the Manchester facility. In addition, we own office equipment necessary to conduct its current business.

We lease a small office in Johnston, Iowa, at a monthly rental of $760.

Employees

We currently have two employees, both of whom are officers. As our operations expand, we expect that we will hire non-management employees on as-needed basis, as well as retain the services of independent contractors and outside professionals on an as-needed basis.

Risk Factors

You should carefully consider the risks described below before you decide to buy our common stock. If any of the following risks occur, our business, financial condition or results of operations would likely suffer. In such case, the trading price of our common stock could decline, and you could lose all or part of your investment.

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern.

In its opinion on our financial statements for the year ended December 31, 2006, our independent auditor, Farmer, Fuqua & Huff, P.C., expressed substantial doubt about our ability to continue as a going concern. This means that, when issuing its opinion relating to our December 31, 2006, financial statements, given our then-current and historical lack of capital, our independent auditor has substantial doubt that we will be able to continue as a going business concern. However, with the acquisition of ALL Energy, our management believes that we will continue as a going concern.

Our lack of operating history makes it difficult to predict our future operating results.

Neither our company nor ALL Energy has an operating history in the ethanol industry upon which you can evaluate our business, which makes a purchase of our common stock speculative in nature.

We may never earn a profit.

Because we lack an operating history, we cannot assure you that we will ever earn a profit from our proposed ethanol-related operations.

We may be unable to obtain sufficient capital to pursue our growth strategy.

Currently, we do not have sufficient financial resources to implement our ethanol-related business plan. Specifically, we do not possess, or have commitments for the approximately $200 million needed to construct the Manchester facility or the approximately $100 million needed to purchase Ace Ethanol.

There is no assurance that we will be able to generate revenues that are sufficient to sustain our operations, nor can we assure you that we will be able to obtain additional sources of financing in order to satisfy our working capital needs.

If we are unable to manage future expansion effectively, our business may be adversely impacted.

In the future, we may experience rapid growth in operations, which could place a significant strain on our operations, in general, and the production of products, our internal controls and other managerial, operating and financial resources, in particular. If we do not manage future expansion effectively, our business will be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.

We currently depend on our president; the loss of this officer could disrupt our operations and adversely affect the development of our business.

Our success in establishing our ethanol-related business plan will depend on the continued service and on the performance of our president, Dean E. Sukowatey, and, as we grow, other executive officers and key employees. ALL Energy has entered into an employment agreement with Mr. Sukowatey. The loss of services of our key personnel for any reason could seriously impair our ability to execute our business plan, which could have a materially adverse effect on our business and future results of operations. We have not purchased any key-man life insurance.

We will need to attract additional personnel with ethanol industry experience.

We believe our president will be able to satisfy our senior management needs for the initial phase of our business plan. Thereafter, due to our president’s lack of ethanol industry experience, we will be required to hire additional executive officers and other staff members with ethanol industry experience. Our inability to hire or retain experienced ethanol industry personnel would severely limit our ability to develop successfully our ethanol production operations.

On the occurrence of certain events, we will likely suffer substantial dilution in our ownership of ALL Energy, which could cause materially adverse changes to our operating results and financial condition.

Upon the occurrence of certain events, pursuant to a stock subscription agreement among ALL Energy and five persons (and an affiliated entity) who had been involved in the pre-incorporation activities of ALL Energy, each of these five persons shall have the right, but not the obligation, to purchase 142,857 (approximately 5.2%) shares of ALL Energy common stock, for a cash consideration of $143.00. The right to purchase the shares of ALL Energy common stock vests at such time as ALL Energy has entered into (1) a project development agreement with Delta-T Corporation relating to the construction of five ethanol production facilities of ALL Energy and (2) a plant management agreement with Pacesetter Management Group, LLC relating to the management of five ethanol production facilities of ALL Energy. As of the date hereof, ALL Energy has entered into an agreement with Delta-T, but has yet to do so with Pacesetter Management.

Should all of these persons purchase such shares of ALL Energy after our completing the acquisition of ALL Energy, our ownership of ALL Energy would be reduced to approximately 74%, without ALL Energy’s having received any significant value for the 26% ownership so purchased.

If they occur, it is likely that the purchases of this 26% ownership in ALL Energy would result in a significant one-time compensation-related charge against our then-current earnings. The amount of any such charge against our earnings cannot be accurately predicted.

It is likely that we will incur indebtedness to facilitate construction of the Manchester facility and to facilitate the proposed purchase of Ace Ethanol; we may be unable to repay any such indebtedness.

It is likely that we will incur significant indebtedness to finance construction of the Manchester facility or the purchase of Ace Ethanol. We cannot assure you that such indebtedness will not prevent us from earning a profit. In addition, we cannot assure you that we will be able to generate revenues that are sufficient to repay such indebtedness, nor can we assure you that we will be able to obtain additional sources of financing if and when needed. Should needed financing be unavailable or prohibitively expensive when we require it, it is possible that we would be forced to cease operations.

We have not obtained a commitment from a lender for the financing needed to construct the Manchester facility or to purchase Ace Ethanol.

We require approximately $200 million to construct the Manchester facility and approximately $100 million to purchase Ace Ethanol. Our management believes it will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete these opportunities. However, no lender or other funding source has made any commitment to make a loan in any amount in this regard. Should we fail to obtain such financing, our plan of business would likely be unsuccessful and we may be forced to cease operations.

New ethanol production facilities under construction or decreases in the demand for ethanol may result in excess production capacity in our industry.

According to the Renewable Fuels Association (RFA), domestic ethanol production capacity has increased from 1.9 billion gallons per year (BGY) as of January 2001 to an estimated 5.01 BGY at the end of 2006. The RFA currently estimates that approximately 2.9 BGY of additional production capacity is proposed or under construction. The ethanol industry in the U.S. now consists of more than 110 production facilities. Excess capacity in the ethanol industry would have an adverse effect on our results of operations, cash flows and financial position. In a manufacturing industry with excess capacity, producers have an incentive to manufacture additional products for so long as the price exceeds the marginal cost of production (that is, the cost of producing only the next unit, without regard for interest, overhead or fixed costs). This incentive can result in the reduction of the market price of ethanol to a level that is inadequate to generate sufficient cash flow to cover costs, including debt service.

Excess capacity may also result from decreases in the demand for ethanol, which could result from a number of factors, including regulatory developments and reduced U.S. gasoline consumption. Reduced gasoline consumption could occur as a result of increased prices for gasoline or crude oil, which could cause businesses and consumers to reduce driving or acquire vehicles with increased gasoline mileage. There is some evidence that this has occurred in the recent past as U.S. gasoline prices increased significantly.

Our future results of operations, financial position and business outlook will be highly dependent on volatile and uncertain commodity prices, as well as and the availability of supplies; our operating results could fluctuate substantially.

Our future operating results will be substantially dependent on commodity prices, especially prices for corn, natural gas, ethanol and unleaded gasoline. As a result of the volatility of the prices for these products, our operating results may fluctuate substantially and we may experience periods of declining prices for our products and increasing costs for our raw materials, which could result in operating losses. Although we may attempt to offset a portion of the effects of fluctuations in prices by entering into fixed-price contracts to sell ethanol or purchase corn, natural gas or other products or by engaging in transactions involving exchange-traded futures contracts, the amount and duration of these hedging and other risk mitigation activities may vary substantially over time and these activities also involve substantial risks. There is no assurance that we will be successful in managing these risks.

Our business is subject to seasonal fluctuations.

Our operating results will be influenced by seasonal fluctuations in the price of our primary operating supplies, corn and natural gas, and the price of our primary product, ethanol. The spot price of corn tends to rise during the spring planting season in May and June and tends to decrease during the fall harvest in October and November. The price for natural gas, however, tends to move conversely to that of corn and tends to be lower in the spring and summer and higher in the fall and winter. In addition, our ethanol prices are substantially correlated with the price of unleaded gasoline. The price of unleaded gasoline tends to rise during each of the summer and winter. We cannot predict how these seasonal fluctuations will affect our future operating results.

During the early phase of our operations, it is likely that we will be dependent on one production facility, and any operational disruption could result in a reduction of our sales volumes and could cause us to incur substantial losses.

Whether our first ethanol production facility is built or purchased by us, substantially all of our revenues will be derived from the sale of ethanol and the related co-products that we are able to produce at our first production facility. Our future operating results may be subject to significant interruption if a facility were to experience a major accident or to be damaged by severe weather or other natural disasters. Also, labor disruptions and unscheduled downtime, or other operational hazards inherent in our industry, such as equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents and natural disasters may cause interruptions of our then operations. Some of these operational hazards, if they arise, may cause personal injury or loss of life, severe damage to, or destruction of, property and equipment or environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties. Our insurance may not be adequate to cover fully the potential of these operational hazards.

We may not be able to implement our expansion strategy as planned or at all.

We plan to develop our business by building new or purchasing existing ethanol production facilities and to pursue other ethanol-related business opportunities. Also, because our management believes that there is increasing competition for suitable production sites, it is possible that we may not find suitable future sites for construction of new facilities.

We require significant additional financing to implement our expansion strategy and we may not have access to the funding required for the expansion of our business or such funding may not be available to us on acceptable terms. We may finance the expansion of our business with debt or by issuing additional equity securities, or both. We would face financial risks associated with incurring indebtedness, such as reducing our liquidity and increasing the amount of cash flow required to service such indebtedness, or associated with issuing additional stock, such as dilution of ownership and earnings.

We must obtain numerous regulatory approvals and permits in order to construct ethanol production facilities. These requirements may not be satisfied in a timely manner or at all, which would have a materially adverse affect on our operating results.

Our construction costs may also reach levels that would make a new facility too expensive to complete or unprofitable to operate. We are in the preliminary design stage with respect to the Manchester facility. However, we have yet to enter into any construction contracts or other arrangements that might tend to limit our exposure to higher costs in constructing the Manchester facility. Also, during periods of construction, we may suffer significant delays or cost overruns as a result of a variety of factors, such as shortages of workers or materials, transportation constraints, adverse weather, unforeseen difficulties or labor issues, any of which could prevent us from commencing operations as expected at any of our proposed future facilities.

Potential future acquisitions could be difficult to find and integrate, divert the attention of key personnel, disrupt our business, dilute shareholder value and adversely affect our financial results.

As part of our business strategy, we may consider acquisitions of building sites, production facilities, storage or distribution facilities and selected infrastructure. We may not find suitable acquisition opportunities. Acquisitions involve numerous risks, any of which could harm our business, including:

-	difficulties in integrating the operations, technologies, products, existing contracts, accounting processes and personnel of the target and realizing the anticipated synergies of the combined businesses;

-	difficulties in supporting customers of the target company or assets;

-	diversion of financial and management resources from existing operations;

-	the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized, if we had allocated the purchase price or other resources to another opportunity;

-	potential loss of key employees, customers and strategic alliances from either our current business or the business of the target;

-	assumption of unanticipated problems or latent liabilities, such as problems with the quality of the products of the target; and

-	inability to generate sufficient revenue to offset acquisition costs.

Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments in the future that could harm our financial results. In addition, if we finance acquisitions by issuing convertible debt or equity securities, our existing shareholders’ ownership may be diluted. As a result, if we fail properly to evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of those that we anticipate. The failure to evaluate and execute successfully acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results and, in turn, the market price for our common stock.

Growth in the sale and distribution of ethanol is dependent on the changes to, and expansion of, related infrastructure, which may not occur on a timely basis, if at all, and our operations could be adversely affected by infrastructure disruptions.

Substantial development of infrastructure will be required by persons and entities outside of our control for our operations, and the ethanol industry generally, to grow. Areas requiring expansion include, but are not limited to:

-	rail capacity;

-	storage facilities for ethanol;

-	truck fleets capable of transporting ethanol within localized markets;

-	refining and blending facilities to handle ethanol;

-	service stations equipped to handle ethanol fuels; and

-	the fleet of flexible fuel vehicles capable of using E85 fuel.

Substantial investments required for these infrastructure changes and expansions may not be made or they may not be made on a timely basis. Any delay or failure in making the changes to or expansion of infrastructure could hurt the demand or prices for our products, impede our delivery of products, impose additional costs on us or otherwise have a material adverse effect on our results of operations or financial position. Our business will be dependent on the continuing availability of infrastructure and any infrastructure disruptions could have a material adverse effect on our business.

We may not be able to compete effectively in our industry.

In the U.S., we will compete with other corn processors, ethanol producers and refiners, including Archer Daniels Midland Company, VeraSun Energy Corporation, Aventine Renewable Energy Holdings, Inc. and Cargill, Inc. Currently, the top ten producers account for over 40% of the ethanol production capacity in the U.S., according to the RFA. Many of our expected competitors are divisions of substantially larger enterprises and possess substantially greater resources, financial and otherwise, than do we. In addition, relatively smaller, though larger than we, competitors also pose a threat. Farmer-owned cooperatives and independent firms consisting of groups of individual farmers and investors have been able to compete successfully in the ethanol industry. These smaller competitors operate smaller facilities which do not affect the local price of corn grown in proximity to the facility as much as larger facilities, like the Manchester facility, as proposed, do. Also, many of these smaller competitors are farmer-owned and often require their farmer-owners to commit to selling them a certain amount of corn as a requirement of ownership. A significant portion of production capacity in our industry consists of smaller-sized facilities. Most new ethanol plants under development across the country are independently owned. In addition, institutional investors and others could invest heavily in ethanol production facilities and cause an oversupply of ethanol, resulting in lower ethanol price levels that might adversely affect our future results of operations and financial position.

The U.S. ethanol industry is highly dependent upon a myriad of federal and state legislation and regulation and any changes in legislation or regulation could materially and adversely affect our future results of operations and financial position.

The elimination or significant reduction in the blenders’ credit could have a material adverse effect on our results of operations and financial position. The cost of production of ethanol is made significantly more competitive with regular gasoline by federal tax incentives. Before January 1, 2005, the federal excise tax incentive program allowed gasoline distributors who blended ethanol with gasoline to receive a federal excise tax rate reduction for each blended gallon they sold. If the fuel was blended with 10% ethanol, the refiner/marketer paid $0.052 per gallon less tax, which equated to an incentive of $0.52 per gallon of ethanol. The $0.52 per gallon incentive for ethanol was reduced to $0.51 per gallon in 2005 and is scheduled to expire (unless extended) in 2010. The blenders’ credits may not be renewed in 2010 or may be renewed on different terms. In addition, the blenders’ credits, as well as other federal and state programs benefitting ethanol (such as tariffs), generally are subject to U.S. government obligations under international trade agreements, including those under the World Trade Organization Agreement on Subsidies and Countervailing Measures, and might be the subject of challenges thereunder, in whole or in part. The elimination or significant reduction in the blenders’ credit or other programs benefitting ethanol may have a materially adverse affect on our future results of operations and financial position.

Ethanol can be imported into the U.S. duty-free from some countries, which may undermine the ethanol industry in the U.S. Imported ethanol is generally subject to a $0.54 per gallon tariff that was designed to offset tax revenue lost due to the $0.51 per gallon ethanol incentive available under the federal excise tax incentive program for refineries that blend ethanol in their fuel. A special exemption from the tariff exists for ethanol imported from 24 countries in Central America and the Caribbean Islands, which is limited to a total of 7% of U.S. ethanol production per year. Imports from the exempted countries may increase as a result of new plants under development. Since production costs for ethanol in these countries are estimated to be significantly less than they are in the U.S., the duty-free import of ethanol through the countries exempted from the tariff may affect the supply of domestic ethanol and the price at which we sell our ethanol. In May 2006, bills were introduced in both the U.S. House of Representatives and U.S. Senate to repeal the $0.54 per gallon tariff. We do not know the extent to which the volume of imports would increase or the effect on U.S. prices for ethanol if this proposed legislation is enacted or if the tariff is not renewed beyond its current expiration in December 2007. Any changes in the tariff or exemption from the tariff could have a materially adverse effect on our future results of operations and financial position. In addition, NAFTA allows Canada and Mexico to export ethanol to the United States duty-free or at a reduced rate. Canada is exempt from duty under the current NAFTA guidelines, while Mexico’s duty rate is $0.10 per gallon.

The effect of the Renewable Fuels Standards (RFS) in the recent Energy Policy Act is uncertain. The use of fuel oxygenates, including ethanol, was mandated through regulation, and much of the forecasted growth in demand for ethanol was expected to result from additional mandated use of oxygenates. Most of this growth was projected to occur in the next few years as the remaining markets switch from MTBE to ethanol. The recently enacted energy bill, however, eliminated the mandated use of oxygenates and established minimum nationwide levels of renewable fuels (ethanol, biodiesel or any other liquid fuel produced from biomass or biogas) to be included in gasoline. Because biodiesel and other renewable fuels in addition to ethanol are counted toward the minimum usage requirements of the RFS, the elimination of the oxygenate requirement for reformulated gasoline may result in a decline in ethanol consumption, which in turn could have a material adverse effect on our results of operations and financial condition. The legislation also included provisions for trading of credits for use of renewable fuels and authorized potential reductions in the RFS minimum by action of a governmental administrator. In addition, the rules for implementation of the RFS and the energy bill are still under development.

Waivers of the RFS minimum levels of renewable fuels included in gasoline could have a material adverse affect on our results of operations. Under the Energy Policy Act, the U.S. Department of Energy, in consultation with the Secretary of Agriculture and the Secretary of Energy, may waive the renewable fuels mandate with respect to one or more states if the Administrator of the U.S. Environmental Protection Agency, or U.S. EPA, determines that implementing the requirements would severely harm the economy or the environment of a state, a region or the U.S., or that there is inadequate supply to meet the requirement. Any waiver of the RFS with respect to one or more states would adversely reduce demand for ethanol and could have a material adverse effect on our results of operations and financial condition.

We may be adversely affected by environmental, health and safety laws, regulations and liabilities.

We will be subject to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground, the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees. In addition, some of these laws and regulations will require our facilities to operate under permits that are subject to renewal or modification. It is expected that we will be expected make significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations and permits. We may lack the capital with which to achieve compliance, to the extreme detriment of our future operations results and financial condition.

Our competitive position, financial position and results of operations may be adversely affected by technological advances.

The development and implementation of new technologies may result in a significant reduction in the costs of ethanol production. We cannot predict when new technologies may become available, the rate of acceptance of new technologies by our competitors or the costs associated with new technologies. In addition, advances in the development of alternatives to ethanol could significantly reduce demand for or eliminate the need for ethanol.

Any advances in technology which require significant capital expenditures to remain competitive or which reduce demand or prices for ethanol would have a materially adverse effect on our future results of operations and financial position.

Concentration of ownership of our common stock may prevent new investors from influencing significant corporate decisions.

Currently, our officers, directors and ALL Energy own approximately 49.64% of our outstanding common stock. These shareholders, as a group, will be able to control our management and our affairs. Acting together, they could control most matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. The concentration of ownership may also delay or prevent a future change of control of ICrystal, Inc. at a premium price, if these shareholders oppose it. See “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” below.

Anti-takeover provisions in our corporate documents may discourage or prevent a takeover.

Provisions in our restated certificate of incorporation and bylaws may have the effect of delaying or preventing an acquisition or merger in which we are acquired or a transaction that changes our board of directors. Specifically, these provisions:

-	authorize the board to issue preferred stock without shareholder approval;

-	prohibit cumulative voting in the election of directors;

-	limit the persons who may call special meetings of shareholders; and

-	establish advance notice requirements for nominations for the election of the board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.

In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law. These provisions may prohibit large shareholders, in particular those owning 15% or more of the outstanding voting stock, from consummating a merger or combination to which we are a party. These provisions could limit the price that investors might be willing to pay in the future for our common stock.

You will suffer substantial dilution in the net tangible book value of the common stock you purchase.

You will suffer substantial and immediate dilution, due to the lower book value per share of our common stock compared to the purchase price per share of our common stock. We cannot predict your actual dilution.

The market price of our common stock will continue to be extremely volatile, and it may drop unexpectedly.

The stock market in general, and the market for energy-related stocks in particular, has recently experienced dramatic fluctuations that have often been unrelated to the operating performance of companies. If market-based or industry-based volatility continues, the trading price of our common stock could decline significantly independent of our actual operating performance, and you could lose all or a substantial part of your investment. The market price of our common stock could fluctuate significantly as a result of several factors, including:

-	changes in public policy regarding alternative fuels, in general, and ethanol, in particular;

-	actual or anticipated variations in our results of operations;

-	announcements of innovations or significant price reductions by us or our competitors;

-	announcements by us or our competitors of significant contracts or acquisitions;

-	our failure to meet the performance estimates of investment research analysts;

-	changes in financial estimates by investment research analysts; and

-	general economic and market conditions.

Our common stock is a “penny stock”.

Our common stock trades on the Pink Sheets and is considered a “penny stock”, as long as it trades below $5.00 per share. Broker-dealer practices in connection with transactions in penny stocks are regulated by penny stock rules adopted by the SEC. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure statement prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, as well as the monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that is subject to the penny stock rules. In this regard, it can be expected that investors in our common stock may find it more difficult to profit on their investments in our common stock.

Legal Proceedings

We are not currently involved in any legal proceedings; ALL Energy is not currently involved in any legal proceedings.

Market Information

Our common stock trades on the Pink Sheets, under the symbol “ICRI”. Inasmuch as our common stock has a history of sporadic trading and low trading volumes, the table below sets forth, for the periods indicated, the high and low sale prices for our common stock, as reported by the Pink Sheets.

Quarter Ended

High Price *

Low Price *

March 31, 2002

$2.38

$.68

June 30, 2002

$1.36

$.68

September 30, 2002

$1.70

$.68

December 31, 2002

$1.36

$.17

March 31, 2003

$.51

$.17

June 30, 2003

$.85

$.34

September 30, 2003

$.51

$.34

December 31, 2003

$1.87

$.51

March 31, 2004

$1.36

$.68

June 30, 2004

$1.02

$.51

September 30, 2004

$.68

$.26

December 31, 2004

$.57

$.15

March 31, 2005

$.25

$.15

June 30, 2005

$.25

$.05

September 30, 2005

$.15

$.05

December 31, 2005

$.12

$.05

March 31, 2006

$.10

June 30, 2006

$.12

$.08

September 30, 2006

$.30

$.08

December 31, 2006

$.51

$.16

*	The foregoing prices have been adjusted to reflect a one-for-seventeen reverse split of our common stock occurring in September 2004.

You should note that our common stock is likely to experience significant fluctuations in its price and trading volume. We cannot predict the future trading patterns of our common stock.

Holders

On April 8, 2007, the number of record holders of our common stock, excluding nominees and brokers, was 256 holding 33,540,754 shares.

Dividends

We have never paid cash dividends on our common stock. We intend to re-invest any future earnings into the Company for the foreseeable future.

Shareholders of record as of January 19, 2007, are entitled to receive a pro rata dividend distribution of 100% of the stock of Venus Associates, Inc., a Nevada corporation, the subsidiary into which all of our web publishing business was assigned. This dividend distribution will not occur until such time as Venus Associates, Inc. has an effective registration statement relating thereto filed with the SEC.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Year Ended December 31, 2006. During the year ended December 31, 2006, we had no revenues and we did not engage in active business operations until November 2006, when we started a new web page publishing business.

Background

From 1999 through 2002, the business operations of ICrystal, Inc. involved the development of Internet-based software for computer-based card and table games for gaming and casino applications. This business proved to be unsuccessful and, in 2003, management sold our software business. During 2003, we recognized nominal income from our discontinued operations. However, we did not engage in active business operations during 2003. During 2004 and 2005, we did not engage in active business operations and had no revenues. During 2006, we did not engage in active business operations, until November of that year. In November 2006, we started a new business, but did not generate any revenues therefrom in 2006.

From 2004 through November 2006, our management searched for a going business to acquire, without success. Due to this lack of success, our board of directors determined that it would be in the best interests of our company and our shareholders for our company to start a new business. After assessing the business opportunities available to our company vis-a-vis our lack of available capital, in November 2006, our board of directors determined that we would become a publisher of web pages. In connection with this determination, we entered into three separate asset purchase agreements, whereby we acquired certain web site domains and Internet web pages associated therewith from three individual, two of whom were officers of our company and one of whom is the adult son of one of our officers. During 2006, we did not derive any revenues from this business.

In January 2007, there occurred a change in control with respect to our company and new management was installed. Our new management has determined that we will pursue a plan of business whereby we would become a producer of ethanol and its co-products. To that end, in January 2007, we entered into a plan and agreement of reorganization with ALL Energy Company, a Delaware corporation. Our management and that of ALL Energy is the same. ALL Energy is a development-stage ethanol company. The closing under the reorganization agreement can occur at any time after ALL Energy delivers its audited financial statements for the period from inception, August 18, 2006, through December 31, 2006, the other conditions to closing having already been satisfied. Inasmuch as the required audit of ALL Energy’s financial statements is substantially complete, management expects that this reorganization agreement will be consummated prior to the middle of April 2007.

Critical Accounting Policies

While we believe that the factors considered provide a meaningful basis for the accounting policies applied in the preparation of the consolidated financial statements, we cannot guarantee that our estimates and assumptions will be accurate. If such estimates and assumptions prove to be inaccurate, we may be required to make adjustments to these estimates in future periods.

Asset Impairment. Statement of Financial Accounting Standards No. 144 (“SFAS No. 144”) requires that long-lived assets be considered impaired, if the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of those assets. If impairment exists, an impairment loss is recognized, by a charge against earnings, equal to the amount by which the carrying amount of the assets exceeds the fair value of the property.

Litigation and Tax Assessments. Should we become involved in lawsuits, we intend to assess the likelihood of any adverse judgments or outcomes of any of these matters as well as the potential range of probable losses. A determination of the amount of accrual required, if any, for these contingencies will be made after careful analysis of each matter. The required accrual may change from time to time, due to new developments in any matter or changes in approach (such as a change in settlement strategy) in dealing with these matters.

Additionally, in the future, we may become engaged in various tax audits by federal and state governmental authorities incidental to our business activities. We anticipate that we will record reserves for any estimated probable losses for any such proceeding.

Stock-Based Compensation. The Company accounts for stock based compensation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123-R, “Share-Based Payment”. This Statement requires that transactions in which a company exchanges its equity instruments for goods or services be accounted for using the fair-value method.

Plan of Operations

Ethanol. Unless and until we obtain significant capital, $200 million for the construction of the Manchester facility or between $70 million and $100 million for the purchase of Ace Ethanol, our operations will be limited, with respect to the Manchester facility, to pre-construction tasks, such as air quality and water quality permitting activities.

Should we obtain the capital necessary only to construct the Manchester facility, our activities will be focused on completing that construction project on time and under budget, as we will not derive revenues from the Manchester facilities until construction is completed, a period of between 14 and 18 months from the date construction begins.

Should we obtain the capital necessary to acquire Ace Ethanol, we would, immediately upon completion of such acquisition transaction, become an ethanol producer.

Web Page Publishing. Our web page publishing business continues and has been assigned to a subsidiary, Venus Associates, Inc., a Nevada corporation, which intends to change its corporate name to “Vortal 9, Inc.” At an appropriate time in the near future, all of the stock of Venus Associates is to be distributed, as a dividend, to our shareholders of record on January 19, 2007, pursuant to an effective registration statement filed with the SEC. Thereafter, the web page publishing business of Venus Associates will no longer be a part of our company. The costs associated with the dividend distribution of the Venus Associates stock will be borne by Venus Associates and we will not provide any operating funds to Venus Associates at any time, as this business is no longer a part of our business plan.

Management’s Plans Relating to Future Liquidity

Ethanol. We require approximately $200 million to construct the Manchester facility and between $70 million and $100 million to purchase Ace Ethanol. Our management believes it will be able to secure the financing, in the form of debt, equity or a combination thereof, necessary to complete these opportunities. However, no lender or other funding source has made any commitment to make a loan in any amount in this regard. Should we fail to obtain such financing, our plan of business would likely be unsuccessful and we may be forced to cease operations.

Web Page Publishing. We have determined not to commit any resources to the web page publishing business of our subsidiary, Venus Associates, Inc.

Capital Expenditures

During 2006, we made no capital expenditures. Since December 31, 2006, we have made no cash expenditures on capital items.

In March 2007, ALL Energy purchase approximately 150 acres of real property located adjacent to Manchester, Iowa, for $945,000 in cash. ALL Energy intends to construct the Manchester facility on this site.

Should we obtain the capital required to build the Manchester facility or to purchase Ace Ethanol, our capital expenditures during the remainder of 2007 will be significant. However, we cannot predict the exact amount of these potential expenditures.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

On February 14, 2007, we dismissed Mark Bailey & Associates, Ltd. as our independent auditor. At the time of the dismissal, there was no disagreement with respect to any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. On February 14, 2007, we engaged Farmer, Fuqua & Huff, P.C. as our new independent auditor, to audit our financial statements for the year ended December 31, 2004, and succeeding years. The decision to change auditors was unanimously approved by our board of directors.

Directors and Officers

The following table sets forth the officers and directors of ICrystal, Inc.

Name

Age

Position(s)

Dean E. Sukowatey

President, Secretary and Director

Brian K. Gibson

Treasurer and Director

Steven J. Leavitt

Director

These persons have served in their respective capacities since January 22, 2007, and are to serve in such capacities until the next annual meeting of our shareholders and of our board of directors or until their respective successors are elected and qualified. All officers serve at the discretion of our board of directors. There exist no family relationships between our officers and directors. Certain information regarding the backgrounds of each of the officers and directors is set forth below.

Dean E. Sukowatey - President, Secretary and Director - has been an officer and director of ALL Energy Company since its inception in August 2006. He has 19 years’ experience on Wall Street as a broker, trader, fund manager and consultant at several firms, including Merrill Lynch, Paine Webber, Lehman Brothers and A.G. Edwards. For more than the five years prior to becoming the president and a founder of ALL Energy Company in August 2006, he managed two private funds and provided consulting and investment banking services. Mr. Sukowatey graduated from the University of Wisconsin with a B.S. degree in Microbiology.

Brian K. Gibson - Treasurer and Director - has been an officer and director of ALL Energy Company since January 2007. He has, since 2000, served as CFO/Partner for StrataVizion, Inc. Mr. Gibson currently sits on the board of directors for the Madison County (Iowa) Health Trust Foundation and for Tri-Star Quarries, LLC. Prior to founding StrataVizion, he was CFO/Owner of a commercial/industrial general construction contractor. Mr. Gibson earned a B.A. degree in Finance from the University of Iowa, Iowa City, Iowa.

Steven J. Leavitt - Director - has been a director of ALL Energy Company since January 2007. He has, for more than the last five years, served as a senior project manager for Frank Baxter Construction Co., where his duties have included overseeing the construction of numerous large-scale construction projects throughout the U.S. Mr. Leavitt earned a Bachelor of Science degree in Construction Engineering from Iowa State University, Ames, Iowa.

During the next year, it is expected that we will hire persons well-recognized within the ethanol industry to serve as key members of our management team. We have not entered into any understanding or agreement with any such person in this regard and no assurance can be given that we will be able to retain such persons.

Founders

The founders of ALL Energy Company are Dean Sukowatey and Sun Bear, LLC, a Texas limited liability company owned by Scott B. Gann. Information with respect to Mr. Sukowatey’s background appears above.

Mr. Gann has been engaged in the stock brokerage business for over 14 years with several nationally-known brokerage firms. Currently, Mr. Gann is Managing Director of Investments at Sanders, Morris, Harris, Inc., in its Dallas, Texas, office. Mr. Gann is a director of Humanity Capital Holding Corp., a company that files periodic reports under the Securities Exchange Act of 1934. During his career in the financial industry, Mr. Gann has advised public and private companies and high-profile investors, provided investment banking advice and performed money management services for private investors. Mr. Gann is a graduate of Baylor University, Waco, Texas, where he earned a Bachelor of Business Administration degree from the Hankamer School of Business. Mr. Gann is a licensed stock broker, holding Series 63, Series 7 and Series 65 licenses. Mr. Gann is a defendant in a lawsuit styled Securities and Exchange Commission, Plaintiff, v. Scott B. Gann and George B. Fasciano, Defendants, United States District Court, Northern District of Texas, Dallas Division, Case No. 305CV-063L, filed January 10, 2005. In the complaint, it is alleged that Mr. Gann violated Section 10 of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder with respect to certain market timing practices in trading securities of certain mutual funds. The SEC is seeking a permanent injunction restraining Mr. Gann from violating Section 10 of the Exchange Act and Rule 10b-5 thereunder, disgorgement of Mr. Gann’s profits and an “appropriate civil monetary penalty”. Mr. Gann has filed denials of all claims made in the complaint. The government’s aiding and abetting claims against Mr. Gann were dismissed after a summary judgment hearing. Discovery in the lawsuit has been substantially completed and the parties await a trial date.

Board of Directors

Our full board did not meet during 2006, but did take action by unanimous written consent in lieu of a meeting on two occasions. Since our current directors took office, our board of directors has taken the following material actions:

-	January 22, 2007: Dean E. Sukowatey was elected President and Secretary and Brian K. Gibson was elected Treasurer.

January 25, 2007: Authorized the Plan and Agreement of Reorganization with ALL Energy Company. Authorized our entering into a consulting agreement with David Loflin, which has not yet been executed. Under the proposed agreement with Mr. Loflin, the Company would issue 200,000 shares of its common stock, in consideration of Mr. Loflin’s providing consulting services to the Company with respect to the day-to-day operations of a publicly-held company.

-	February 14, 2007: Authorized a change of our independent auditor from Mark Bailey & Company, Ltd. to Farmer, Fuqua & Huff, P.C.

-	March 1, 2007: Authorized a change of our corporate name to “ALL Fuels & Energy Company” and authorized our officers to take such actions as are necessary to effect the authorized name change.

March 12-23, 2007: Reviewed and, where appropriate, signed previously delinquent periodic reports prior to their filing on March 22 and 23, 2007. Specifically, these persons reviewed the following: Annual Report on Form 10-KSB for the year ended December 31, 2004; Quarterly Report on Form 10-QSB/A for the period ended March 31, 2005; Quarterly Report on Form 10-QSB for the period ended June 30, 2005; Quarterly Report on Form 10-QSB for the period ended September 30, 2005; Annual Report on Form 10-KSB for the year ended December 31, 2005; Quarterly Report on Form 10-QSB for the period ended March 31, 2006; Quarterly Report on Form 10-QSB for the period ended June 30, 2006; and Quarterly Report on Form 10-QSB for the period ended September 30, 2006.

-	March 23-26, 2007: Review and signed our Annual Report on Form 10-KSB for the year ended December 31, 2006.

Audit Committee

There currently does not exist an audit committee of our board of directors. However, our board intends to form such a committee in the near future.

Compensation of Directors

We do not pay any of our directors for their services as directors. It is possible that our management could begin to pay our directors for meetings attended, grant a small number of stock options or issue shares of our common stock for their services. However, no specific determination in this regard has been made.

Limitation of Liability and Indemnification

Our restated certificate of incorporation contains provisions limiting the liability of directors. Our restated certificate of incorporation provides that a director will not be personally liable to us or to our shareholders for monetary damages for any breach of fiduciary duty as a director, but will continue to be subject to liability for the following:

-	any breach of the director’s duty of loyalty to us or to our shareholders;

-	acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

-	unlawful payment of dividends or unlawful stock repurchases or redemptions; and

-	any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief remain available under Delaware law. Our restated certificate of incorporation does not affect a director’s responsibilities under any other laws, such as state or federal securities laws or state or federal environmental laws.

In addition, we have entered into agreements to indemnify our directors and executive officers to the fullest extent permitted under Delaware law, including the non-exclusivity provisions of Delaware law, and under our bylaws, subject to limited exceptions. These agreements, among other things, provide for indemnification of our directors and executive officers for fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request. We believe that these bylaw provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We also intend to maintain liability insurance for our officers and directors.

The limitation of liability and indemnification provisions in our restated certificate of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our shareholders. A shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Executive Compensation

The following table sets forth in summary form the compensation received during each of the last three completed fiscal years by our chief executive officer and each executive officer who received total salary and bonus exceeding $100,000 during any of the last three fiscal years.

Annual Compensation

Long-Term Compensation

Name, Principal Position

Fiscal

Year

Salary $

Bonus $

Other $

Securities

Underlying

Options

All Other

Compen-

sation

David Loflin

2006

-0-

76,500

-0-

President and Acting Chief Financial Officer

2005

-0-

2004

-0-

Employment Contracts and Termination of Employment and Change-in-Control Agreements

We have not entered into any employment agreement with either of our officers. However, ALL Energy has entered into an employment agreement with Dean E. Sukowatey, who is our president. Mr. Sukowatey’s employment agreement has a term of seven years, ending in August 2013. Mr. Sukowatey’s annual salary is $240,000. In connection with his employment agreement, Mr. Sukowatey executed an indemnity agreement, a confidentiality agreement and an agreement not to compete.

We have no compensatory plan or arrangement that results or will result from the resignation, retirement or any other termination of an executive officer’s employment or from a change in control or a change in an executive officer’s responsibilities following a change in control.

Option/SAR Grants

We have never granted any stock options to any person, though we may do so in the future. We have never granted any stock appreciation rights (SARs), nor do we expect to grant any SARs in the foreseeable future.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date hereof, information regarding beneficial ownership of our capital stock by the following:

-	each person, or group of affiliated persons, known by us to be the beneficial owner of more than five percent of any class of our voting securities;

-	each of our directors;

-	each of the named executive officers; and

-	all directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants held by that person are deemed to be outstanding if the warrants are exercisable within 60 days of the date hereof. All percentages in this table are based on a total of 33,540,754 shares of common stock outstanding as of the date hereof. Except as indicated in the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address for each of the shareholders in the table below is c/o ICrystal, Inc., 6165 N.W. 86th Street, Johnston, Iowa 50131.

Beneficially Owned

Name and Address of Beneficial Owner

Percent(1)

Dean E. Sukowatey

6,343,689

18.91%

Brian K. Gibson

62,987

Steven J. Leavitt

62,987

ALL Energy Company(2)

4,700,000

14.01%

Sun Bear, LLC(3)

5,479,872

16.34%

Heistand Farm Holdings, LLC(4)

1,889,611

5.63%

Richard B. Altorfer(5)

1,889,611

5.63%

James R. Broghammer(6)

1,799,628

5.36%

Scott D. Zabler(7)

1,799,628

5.36%

All executive officers, directors and founders, including ALL Energy Company, as a group (5) persons)

20,248,791

60.37%

*	Less than 1%

(1)	Based on 33,540,754 shares of our common stock outstanding, which number of shares assumes the completion of the acquisition of ALL Energy Company.

(2)	ALL Energy is one of our subsidiaries and will continue to own 4,700,000 shares of our common stock.

(3)	Sun Bear, LLC’s address is 2735 Villa Creek, Suite 175, Dallas, Texas 75234. Scott B. Gann is the owner of this entity and possesses voting and investment control of the shares owned by it. Sun Bear, LLC is a founder of ALL Energy Company.

(4)	Heistand Farm Holdings, LLC’s address is 514 Walker Street, Woodbine, Iowa 51579. Todd Heistand is an owner of this entity and possesses voting and investment control of the shares owned by it.

(5)	Mr. Altorfer’s address is 221 Forest Drive S.E., Cedar Rapids, Iowa 52403.

(6)	Mr. Broghammer’s address is 510 Tory Lane, Marion, Iowa 52302. Mr. Broghammer may be deemed to be a founder of ALL Energy Company.

(7)	Mr. Zabler’s address is 902 Lake Ridge Drive, Cedar Falls, IA 50613. Mr. Zabler may be deemed to be a founder of ALL Energy Company.

Certain Relationships and Related Transactions

2007

Change-in-Control Transaction. In January 2007, there occurred a change in control of ICrystal, Inc. Pursuant to a stock purchase agreement, ALL Energy Company, a Delaware corporation, purchased 4,700,000 shares, or 57.24%, of our outstanding common stock from David Loflin. ALL Energy paid $150,000 for the 4,700,000 shares of our common stock, which funds were derived from ALL Energy’s working capital.

Reorganization Agreement. On January 29, 2007, we entered into a plan and agreement of reorganization with the shareholders of ALL Energy Company, a Delaware corporation, pursuant to which ALL Energy became our wholly-owned subsidiary. Pursuant to the reorganization agreement, we issued a total of 25,330,000 shares of our common stock to the ALL Energy shareholders.

ALL Energy Company currently owns 4,700,000, or 14.01%, of our outstanding shares of common stock. A total of 33,540,754 shares of our common stock are outstanding, and our officers and directors own shares of our common stock as follows: Dean E. Sukowatey owns 6,343,689 shares of our common stock, Brian K. Gibson owns 62,987 shares of our common stock and Steven J. Leavitt owns 62,987 shares of our common stock. Collectively, our officers, directors, founders and ALL Energy Company own a total of 20,248,791 shares, or 60.37%, of our outstanding shares of common stock.

In determining the number of shares of our common stock to be issued under the reorganization agreement, our board of directors did not employ any standard valuation formula or any other standard measure of value.

Prior to the change-in-control transaction, described above, ALL Energy had determined to become publicly held through a so-called “reverse merger” transaction, the other avenues of becoming publicly held being unavailable, in its management’s opinion. To that end, in early November 2006, by our legal counsel, David Loflin and Dean E. Sukowatey, then ALL Energy’s president, were introduced by our legal counsel. The concept of a reverse merger transaction was discussed by these gentlemen, but no financial agreement was reached. Again, in the middle of December 2006, Mr. Sukowatey, together with Scott B. Gann (owner of Sun Bear, LLC, one our founders), contacted Mr. Loflin in an attempt to reach a financial agreement. No such agreement was made at that time. On or about January 11, 2007, Messrs. Sukowatey, Gann and Loflin reached a financial agreement concerning ALL Energy’s purchasing control of ICrystal, Inc. This agreement was embodied in the stock purchase agreement described above between ALL Energy Company and Mr. Loflin.

Retention Bonus. In January 2007, our former president, David Loflin, was issued 2,000,000 shares our common stock as a retention bonus for his agreeing to work as much as necessary for us to have the greatest opportunity to achieve success in establishing and expanding our start-up web page publishing business. Our board of directors believed it to be in our best interests and those of our shareholders to compensate Mr. Loflin in this matter. These shares were valued, for financial reporting purposes, at $.04 per share, or $80,000, in the aggregate.

ALL Energy Company - Stock Bonuses. In connection with their becoming members of the board of directors of ALL Energy Company, each of Brian K. Gibson and Steven J. Leavitt were issued 5,000 shares of ALL Energy Company’s common stock, as a bonus. These bonus shares were valued by ALL Energy Company at $3.00 per share, or $30,000, in the aggregate.

2006

Retention Bonuses. In September 2006, our former president, David Loflin, was issued 2,250,000 shares of our common stock, as a bonus for his having served as our president without compensation for a period of in excess of two years. These shares were valued, for financial reporting purposes, at $.034 per share, or $76,500, in the aggregate. In November 2006, our former vice president, Waddell D. Loflin, was issued 100,000 shares of our common stock, as a bonus for his having served as our vice president without compensation for a period of in excess of two years. These shares were valued, for financial reporting purposes, at $.04 per share, or $4,000, in the aggregate.

Purchase of Intangible Assets - Web Page Publishing. In November 2006, we entered into, and consummated, three separate asset purchase agreements, each of which relates to our acquiring certain web site domains and Internet web pages associated therewith from their owners. We issued shares of our common stock in consideration of the web site domains and web pages associated therewith, as more particularly described below.

A.	We entered into one of the asset purchase agreements with James Kaufman, our former president. We issued 600,000 shares of our common stock to Mr. Kaufman, in consideration of 53 web site domains and Internet web pages associated therewith.

B.	We entered into one of the asset purchase agreements with Tommy Loflin. Mr. Loflin is the adult son of our then-CEO, David Loflin. We issued 200,000 shares of our common stock to Mr. Loflin, in consideration of 32 web site domains and Internet web pages associated therewith.

C.	We entered into one of the asset purchase agreements with David Loflin, our former CEO and a former director. We issued 500,000 shares of our common stock to Mr. Lolfin, in consideration of 35 web site domains and Internet web pages associated therewith.

As described elsewhere herein, these web site domains and Internet web pages associated therewith have been assigned to our subsidiary, Venus Associates, Inc., due to our determination to become a participant in the ethanol industry.

Our board of directors authorized the acquisition of these web site domains and Internet web pages associated therewith, following its determination that our company commence a new business that would have us developing and acquiring numerous web site domains and Internet web pages therefor. None of the web site domains nor any of the web pages associated therewith has ever been the part of a going business. In determining the number of shares of our common stock to be issued under the three separate asset purchase agreements, our board of directors did not employ any standard valuation formula or any other standard measure of value.

ALL Energy Company - Pre-incorporation and Subscription Agreement. The founders of ALL Energy Company, Dean Sukowatey and Sun Bear, LLC, a Texas limited liability company, entered into a pre-incorporation agreement and subscription. Under this agreement, each of these founders purchased all of their common stock of ALL Energy Company for nominal consideration.

ALL Energy Company - Employment Agreement. ALL Energy Company has entered into an employment agreement with Dean Sukowatey, who is our current president. Mr. Sukowatey’s employment agreement has a term of seven years, ending in August 2013. Mr. Sukowatey’s annual salary is $240,000. In connection with his employment agreement, Mr. Sukowatey executed an indemnity agreement, a confidentiality agreement and an agreement not to compete.

ALL Energy Company - Stock Subscription Agreement. In September 2006, ALL Energy Company entered into a stock subscription agreement with certain persons (and an affiliated entity) who had been involved in the pre-incorporation activities of ALL Energy Company. The following describes certain salient provisions of this stock subscription agreement:

-	the other parties to the stock subscription agreement were Dean Sukowatey, R.L. Bibb Swain, Rob Swain, James R. Broghammer, Scott D. Zabler, John F. Hopkins, Jr. and Midwest Biofuels, Inc., a company owned by Mr. Broghammer;

Mr. Bibb Swain, as the owner of Delta-T Corporation, agreed to cause Delta-T to negotiate, in good faith, a development agreement relating to the construction of five (5) ethanol production facilities, which agreement is to be on terms and conditions substantially the same as the terms and conditions contained in extant ethanol-related development agreements between Delta-T and unaffiliated third-parties (ALL Energy Company and Delta-T have entered into such a project development agreement);

Mr. Rob Swain and Mr. Bibb Swain, as the majority owners of Pacesetter Management Group, LLC, agreed to cause Delta-T to negotiate, in good faith, a management agreement relating to the management of five ethanol production facilities, which agreement is to be on terms and conditions substantially the same as the terms and conditions contained in extant ethanol-related management agreements between Pacesetter and unaffiliated third-parties (the parties have not yet entered into this management agreement);

-	Mr. Sukowatey agreed to tender for cancellation 10.5% of the shares of ALL Energy Company common stock then-owned by him (the shares of Mr. Sukowatey were cancelled);

Midwest Biofuels, Inc. agreed to assign its option to acquire approximately 150 acres of land located in Manchester, Iowa, on which the Manchester facility is to be constructed, in consideration of $10,000 (this option was delivered and the subject land purchased by a subsidiary of ALL Energy Company in March 2007);

-	Upon the execution of each of the agreements with Delta-T and Pacesetter, each of Messrs, Swain, Swain, Broghammer, Zabler and Hopkins shall have the right, but not the obligation, to purchase 142,857 shares of ALL Energy Company common stock, for a cash consideration of $143.00; and

Each of Messrs. Swain, Swain, Broghammer, Zabler and Hopkins agreed to be bound by the terms and conditions of certain provisions of the pre-incorporation agreement and subscription described above, which provisions include an obligation to vote for Mr. Sukowatey as a director of ALL Energy Company, until such time as the founders of ALL Energy Company, including Messrs. Swain, Swain, Broghammer, Zabler and Hopkins, own less than 50% of the outstanding common stock of ALL Energy Company.

Should each of Messrs. Swain, Swain, Broghammer, Zabler and Hopkins purchase 142,857 shares of ALL Energy, assuming the completion of the acquisition of ALL Energy, our ownership of ALL Energy would be reduced to approximately 74%, without ALL Energy’s having received any significant value for the 26% ownership so purchased. It is likely that the purchases, if they occur, of this 26% ownership in ALL Energy would result in a significant one-time charge against our then-current earnings. The amount of any such charge against our earnings cannot be accurately predicted. Please see “Risk Factors” under “Item 1. Description of Business”.

2004

In June 2004, there occurred a change in control of ICrystal, Inc. Pursuant to an amended and restated stock purchase agreement, Woodstock Investments, LLC, a Louisiana limited liability company, purchased 602,588 shares (as adjusted for a subsequent 1-for-17 reverse split), or 51.91%, of our then-outstanding common stock from existing shareholders. In connection with this change in control, David Loflin and Waddell D. Loflin became our directors. Messrs. Loflin are brothers.

Director and Officer Indemnification

Our amended and restated certificate of incorporation contains provisions limiting liability of directors. In addition, we have entered into agreements to indemnify our directors and officers to the fullest extent permitted under Delaware law.

Press Release

On April 9, 2007, we issued the press release reproduced below:

ICRI Closes Acquisition of Iowa-based Ethanol Firm ALL Energy Company

Company to Change Name to "ALL Fuels & Energy Company"

Johnston, Ia., April 9, 2007 -- ICrystal, Inc. (Pink Sheets: ICRI) today announced that it has completed its acquisition of ALL Energy Company (AEC), a Johnston, Iowa-based ethanol company. The acquisition was made solely for ICRI common stock. The company will continue to pursue the ALL Energy Company business objective of acquiring and constructing 500 million gallons of ethanol production per year.

"We believe that our bringing the ALL Energy vision to the public arena will positively impact our existing and future ethanol business opportunities," added Mr. Sukowatey. "We've completed the first major step towards fulfilling our stage one objective: to become a producer of 500 million gallons of ethanol per year", said ICRI's President, Dean Sukowatey.

The company has purchased 150 acres of land recently annexed by the City of Manchester, Iowa, on which to build its proposed 100 million gallon per year ethanol production facility, with engineering and permitting being processed for air and water permits for the facility.

Also, the company is negotiating to acquire Ace Ethanol, LLC, the operator of a 43 million gallon per year ethanol production facility.

The company has not received a commitment for the funding required to build the Manchester facility or to purchase Ace Ethanol.

About ICrystal, Inc.

ICRI expects that it will change its corporate name to "ALL Fuels & Energy Company" on or about April 17, 2007.

Visit the company online at: www.allenergycompany.com.

The company was organized to operate as an ethanol producer, focusing primarily on the production and sale of ethanol and its co-products. To date, the company has: obtained $2 million in private equity funding; purchased 150 acres on which to build its proposed ethanol production facility in Manchester, Iowa; signed a five-plant engineering and design agreement with Delta-T Corporation (Delta-T is a Virginia-based company with over twenty years of experience in the ethanol industry that management believes possesses superior expertise and superior technologies in the ethanol production space); engaged Natural Resources Group to handle water-related environmental matters relating to the proposed Manchester ethanol production facility; engaged Yaggy-Colby to handle air-related environmental matters relating to the proposed Manchester ethanol production facility; and investigated and become involved in the potential acquisition of one or more existing ethanol production facilities, including Ace Ethanol.

Forward-Looking Statements

Certain matters discussed in this press release are "forward-looking statements". These forward-looking statements can generally be identified as such because the context of the statement will include words such as "expects", "should", "believes", "anticipates" or words of similar import. Similarly, statements that describe ICRI's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, including the ability of AEC and/or ICRI to obtain needed financing, as well as the financial performance of ICRI, which could cause actual results to differ materially from those anticipated. Although ICRI believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it cannot give any assurance that such expectations will be fulfilled. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating any forward-looking statements. Certain factors could cause results and conditions to differ materially from those projected in these forward-looking statements. These factors are not exhaustive. New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. These forward-looking statements are only made as of the date of this press release, and ICRI does not undertake any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Contact: ICrystal, Inc., Dean Sukowatey, President, 651-998-0612

* * * END OF PRESS RELEASE * * *

Item 9.01.

Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.

The financial statements of ALL Energy Company required to be filed under this Item 9.01(a) appear at the end of this Current Report on Form 8-K, beginning on page F-1.

(b)	Pro forma financial information.

The pro forma financial statements required to be filed under this Item 9.01(b) appear at the end of this Current Report on Form 8-K, beginning on page F-11.

(d)

Exhibits.

Exhibit No.

Description

2.1 **

Plan and Agreement of Reorganization between ICrystal, Inc. and the shareholders of ALL Energy Company, a Delaware corporation.

22.1 *

Subsidiaries of Registrant.

* Filed herewith.

** Incorporated by reference to the ICrystal, Inc.’s Current Report on Form 8-K filed on February 2, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.

Dated: April 12, 2007.

ICRYSTAL, INC.


	By:	/s/ DEAN E. SUKOWATEY

Dean E. Sukowatey, President

<PAGE>

INDEX TO FINANCIAL STATEMENTS OF ALL ENERGY COMPANY

Page

Independent Auditors’ Report

F-2

Balance Sheet as of December 31, 2005

F-3

Statement of Operations for the Period from August 18, 2006 (inception) to December 31, 2006

F-4

Statement of Stockholders’ Equity for the Period from August 18, 2006 (inception) to December 31, 2006

F-5

Statement of Cash Flows for the Period from August 18, 2006 (inception) to December 31, 2006

F-6

Notes to Financial Statements

F-7

INDEX TO PRO FORMA FINANCIAL STATEMENTS

Pro Forma Consolidated Balance Sheet

F-11

Pro Forma Statement of Operations

F-12

<PAGE>

INDEPENDENT AUDITORS’ REPORT

To the Stockholders of

ALL Energy Company

We have audited the accompanying balance sheet of ALL Energy Company (a development stage company) as of December 31, 2006 and the related statements of operations, stockholders’ equity and cash flows for the period August 18, 2006 (Inception) to December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the 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 misstatement. 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 presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ALL Energy Company (a development stage company) as of December 31, 2006 and the related statements of operations, stockholders’ equity and cash flows for the period August 18, 2006 (Inception) to December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

/s/ Farmer, Fuqua & Huff, P.C.

FARMER, FUQUA & HUFF, P.C.

Plano, Texas

March 28, 2007

<PAGE>

ALL ENERGY COMPANY

(a development stage company)

BALANCE SHEET

December 31, 2006

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$1,772,495

Advances - related party

22,500

Prepaid expenses

15,130

Total Current Assets

1,810,125

PROPERTY AND EQUIPMENT - AT COST

Equipment

1,330

Construction-in-progress

117,467

118,797

Less accumulated depreciation

(126)

Total property and equipment - net

118,671

OTHER ASSETS

Deposits

10,000

1,938,796

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses

24,483

Accrued liabilities - related party

40,056

Total current liabilities

64,539

TOTAL LIABILITIES

64,539

STOCKHOLDERS’ EQUITY

Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding at December 31, 2006

---

Common stock, $.0001 par value; 100,000,000 shares authorized; 1,715,017 shares issued and outstanding at December 31, 2006

171

Additional paid-in capital

2,067,708

Deficit accumulated in the development stage

(193,622)

1,874,257

$1,938,796

<PAGE>

ALL ENERGY COMPANY

(a development stage company)

STATEMENT OF OPERATIONS

Period from August 18, 2006 (inception) to December 31, 2006

Revenues

$---

Expenses

Professional fees

66,293

General and administrative

146,590

212,883

Operating loss

(212,883)

Other income

Interest income

19,261

Net loss

(193,622)

<PAGE>

ALL ENERGY COMPANY

(a development stage company)

STATEMENT OF STOCKHOLDERS’ EQUITY

Period from August 18, 2006 (inception) to December 31, 2006

Common Stock

Amount

Additional Paid-in Capital

Deficit Accumulated during Development Stage

Total

Balances at August 18, 2006 (Inception)

---

$---

Issue common stock to initial stockholders

1,044,642

104

50,015

---

50,119

Issue common stock to accredited investors in connection with a private placement, net of offering costs

630,000

1,883,117

---

1,883,180

Issue common stock pursuant to a finder’s fee letter agreement

39,375

131,246

---

131,250

Issue common stock pursuant to consulting agreement

1,000

---

3,330

---

3,330

Net loss

---

(193,622)

Balances at December 31, 2006

1,715,017

$171

$2,067,708

$(193,622)

$1,874,257

<PAGE>

ALL ENERGY COMPANY

(a development stage company)

STATEMENT OF CASH FLOWS

Period from August 18, 2006 (inception) to December 31, 2006

Cash Flows from Operating Activities

Net loss

$(193,622)

Reconciliation of net loss to net cash used for operating activities

Depreciation

126

Consulting services settled in stock

3,330

Increase in prepaid expense

(15,130)

Increase in advances - related party

(22,500)

Increase in deposits

(10,000)

Increase in accounts payable

24,483

Increase in accrued liabilities - related party

40,056

Increase in accrued liabilities - related party

40,056

Net cash used for operating activities

(173,257)

Cash Flows from Investing Activities

Purchase of office equipment

(1,330)

Increase in construction-in-progress

(117,467)

Net cash used for investing activities

(118,797)

Cash Flows from Financing Activities

Proceeds from sale of common stock, net of offering costs

2,064,549

Net cash provided by financing activities

2,064,549

Increase in cash

1,772,495

Cash at beginning of period

---

Cash at end of period

$1,772,495

<PAGE>

ALL ENERGY COMPANY

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2006

NOTE A - ORGANIZATION

ALL Energy Company (the Company) was organized under the laws of the State of Delaware, on August 18, 2006. Significant operations of the Company have not commenced. The Company is engaged in the establishment of ethanol production facilities primarily in the Midwestern United States. The Company’s corporate office is located in Johnston, Iowa.

NOTE B - DEVELOPMENT STAGE COMPANY

The Company is currently devoting substantially all of its efforts to launching its business as an ethanol producer and is in the early stages of the development of its first production facility in Manchester, Iowa. The Company currently has no principal operations. Accordingly, the accompanying financial statements are presented in accordance with Statement of Financial Accounting Standards No. 7, Accounting and Reporting by Development Stage Enterprises.

It is the Company’s intention to construct a 100 million gallon (per year) ethanol production facility on the land described in Note I below. In furtherance of this intention, during 2006, the Company submitted a ground water quality permit application and an air quality permit application to the City of Manchester, Iowa, relating its proposed ethanol production facility. Also, the Company commissioned a feasibility study relating to its proposed ethanol production facility, which study included an analysis of the availability of corn and energy, as well as the surrounding transportation infrastructure, with respect to the proposed ethanol production facility. This report indicates that there are ample corn supplies, adequate supplies of energy available at reasonable cost and that the surrounding transportation infrastructure is adequate. Further, the Company has engaged a third party to provide project engineering services with respect to the proposed ethanol production facility.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Property and Equipment

Depreciation is provided in amounts sufficient to relate to the cost of depreciable assets to operations over their estimated service lives (3 years). The straight-line method of depreciation is used for financial reporting purposes, while accelerated methods are used for tax purposes.

Statements of Cash Flows

Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less.

Income Taxes

The Company accounts for income taxes pursuant to Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities, using enacted tax rates in effect in the years in which the differences are expected to reverse.

<PAGE>

ALL ENERGY COMPANY

(a development stage company)

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2006

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity of those instruments.

NOTE D - COMMITMENTS AND CONTINGENCIES

The Company leases its office facilities under a 13-month operating lease with a monthly obligation of $550. Total rent expense incurred under this operating lease during 2006 was $1,650 leaving a remaining commitment in 2007 of approximately $5,500.

The Company has entered into three contracts for services primarily related to the development of its ethanol production facilities. During 2006 the Company capitalized approximately $117,000 and expensed approximately $20,000 related to these contract costs. Future annual commitments related to these contracts are as follows:

2007

$86,333

2008

---

2009

---

2010

---

2011

---

$86,333

The Company entered into an agreement with a company for them to provide consulting and energy management services for supplies of natural gas and electricity for the ethanol production facility. The agreement went into effect November 1, 2006 and continues until twenty-four months after the completion of the facility. It will then renew for a one-year term, year to year, after that unless either of the parties terminates the contract by giving sixty days written notice to the other party. The fees for these services will be $3,500 per month plus pre-approved travel expense and will increase by 4% per year on the annual anniversary date of the effective date of this agreement.

<PAGE>

ALL ENERGY COMPANY

(a development stage company)

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2006

NOTE E - STOCKHOLDERS’ EQUITY

In August 2006, the Company sold the original founders 335,714 shares of common stock at $0.001 per share for net proceeds of $336. Also, in August 2006, the Company sold another founder 12,500 shares of common stock for $4.00 per share for net proceeds of $49,784. As a result a forward stock split completed by the Company on September 30, 2006 (See Forward Stock Split below) the total shares outstanding as of December 31, 2006, related to these issuances was 1,044,642.

On or about August 23, 2006, the Company sold 19 accredited investors, in a private offering, an aggregate of 210,000 shares of common stock at a purchase price of $10.00 per share, for total gross proceeds of $2,100,000. Related to the offering, the Company also paid an individual broker a finder’s fee in cash and common stock of $78,750 and 13,125 shares, respectively. The Company incurred additional costs related to the offering including legal, accounting, consulting, and stock certificate issuance fees totaling approximately $138,070. As a result a forward stock split completed by the Company on September 30, 2006 (See Forward Stock Split below) the total shares outstanding as of December 31, 2006, related to these issuances was 669,375.

On September 5, 2006, the Company entered into a stock subscription agreement with five individuals in consideration of a development agreement and a management agreement being negotiated between the Company and two companies owned by these individuals. The agreement calls for each individual to receive 142,857 shares of common stock for $143 cash for total shares and consideration of 714,285 and $715, respectively. No shares had been issued related to this agreement as of December 31, 2006.

On September 30, 2006, the Company authorized a forward split of the Company’s common stock whereby each holder of a single share of the Company’s common stock received two newly issued shares. As a result of this forward stock split the Company issued an additional 1,142,678 shares of common stock.

NOTE F - RELATED PARTY TRANSACTIONS

Advances – Related Party on the balance sheet represents a $22,500 advance to the founder and Chairman of the Company. The advance was repaid in January 2007.

NOTE G - COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, (SFAS 130), requires that total comprehensive income be reported in the financial statements. For the period August 18, 2006 (Inception) through December 31, 2006, the Company’s comprehensive loss was equal to its net loss and the Company does not have income meeting the definition of other comprehensive income.

NOTE H - INCOME TAXES

Income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pretax income as a result of the following:

Computed expected tax benefit

$67,768

Valuation allowance on net operating loss carryforward

(67,768)

$---

<PAGE>

ALL ENERGY COMPANY

(a development stage company)

NOTES TO FINANCIAL STATEMENTS - Continued

December 31, 2006

NOTE H - INCOME TAXES - Continued

Deferred income taxes reflect the effects of temporary differences between the tax bases of assets and liabilities and the reported amounts of those assets and liabilities for financial reporting purposes. Deferred income taxes also reflect the value of capital loss carryforwards and an offsetting valuation allowance. The Company’s total deferred tax asset and corresponding valuation allowance at December 31 consisted of the following:

Deferred tax asset

Net capital loss carryforward

$67,768

Less: valuation allowance

(67,768)

$---

The deferred tax asset that arose related to the capital loss carryforward has been reduced to $-0- as management cannot be assured of the utilization of the deferred tax asset.

NOTE I - LAND OPTION

In September 2006, the Company entered into an option agreement giving them the option to purchase 152.5 acres near Manchester, Iowa at a price of $6,525 per acre. Upon execution of the agreement, the Company paid $10,000 to the other party which is included in deposits on the accompanying balance sheet and will be applied to the purchase price upon exercise of the option. The option to purchase the land expires August 1, 2007.

NOTE J - SUBSEQUENT EVENTS

On January 19, 2007, the Company purchased control of a publicly-traded company, ICrystal, Inc. (“ICRI”). The Company purchased 57.24% of the outstanding stock of ICRI from a shareholder of ICRI for $150,000 in cash. ICRI’s management is now the same as that of the Company. By purchasing control of ICRI, the Company furthered its plan of becoming publicly owned.

On January 29, 2007, the shareholders of the Company and ICRI entered into a plan and agreement of reorganization whereby the Company would become a subsidiary of ICRI and the ethanol-related business plan of the Company would become that of ICRI. The closing under this reorganization agreement expected to occur prior to the middle of April 2007.

On January 24, 2007, the Company issued 285,714 shares of common stock to two third parties for consulting services rendered to the Company.

On March 5, 2007, the Company exercised the option and acquired the land discussed in Note I.

On April 5, 2007, the Company obtained financing on the land discussed in Note I. In the transaction, the Company obtained $488,000. The loan associated with the financing transaction has a three year term, with interest at “prime” and monthly interest-only payments until the end of the term.

<PAGE>

Pro Forma Consolidated Balance Sheet

The following pro forma consolidated balance sheet has been derived from the balance sheet of ICrystal, Inc. (“ICRI”) at December 31, 2006, and adjusts such information to give effect to the acquisition of ALL Energy Company (“ALL Energy”), as if the acquisition had occurred at December 31, 2006. The pro forma balance sheet is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at December 31, 2006. The pro forma balance sheet should be read in conjunction with the notes thereto and ALL Energy’s financial statements and related notes thereto contained elsewhere in this filing.

A pro forma consolidated balance sheet is presented below.

ICRI

ALL Energy

Pro Forma Adjustments

Pro Forma

Cash

$ ---

$1,772,495

$ ---

$1,772,495

Total current assets

---

1,810,125

---

1,810,125

Investment in subsidiary

1,874,257

---

(1,874,257)

(a)

---

Total assets

$1,874,257

$1,938,796

$(1,874,257)

$1,938,796

Total liabilities

$4,000

$64,539

$ ---

$68,539

Shareholders’ Equity (Deficit)

Preferred stock

---

Common stock

315,408

171

(171)

(a)

315,408

Additional paid-in capital

8,468,243

2,067,708

(2,067,708)

(a)

8,468,243

Receivable from shareholder

(50,000)

---

(50,000)

Accumulated deficit

(6,423,944)

---

(6,423,944)

Deficit accumulated during the development stage

(439,450)

(193,622)

193,622

(a)

(439,450)

Total Shareholders Equity (Deficit)

1,870,257

1,874,257

(1,874,257)

1,870,257

$1,874,257

$1,938,796

$(1,874,257)

$1,938,796

(a) - elimination of investment in consolidated subsidiary

<PAGE>

Pro Forma Statement of Operations

The following pro forma statement of operations has been derived from the statement of operations of ICRI at December 31, 2006, and adjusts such information to give effect to the acquisition of ALL Energy, as if the acquisition had occurred at January 1, 2006. The pro forma statement of operations is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at January 1, 2006. The pro forma statement of operations should be read in conjunction with ALL Energy’s financial statements and related notes thereto contained elsewhere in this filing.

A pro forma statement of operations is presented below.

ICRI

ALL Energy

Pro Forma Adjustments

Pro Forma

Revenues

$ ---

Expenses

Consulting

2,000

---

2,000

Legal and accounting

20,000

---

20,000

Professional fees

---

66,293

---

66,293

Impairment charge

52,000

---

52,000

General and administrative

81,000

146,590

---

227,590

Total expenses

155,000

212,883

---

367,883

Operating loss

(155,000)

(212,883)

---

(367,883)

Other Income

---

19,261

---

19,261

Net loss

$(155,000)

$(193,622)

---

$(348,622)