10-K/A 1 ffi_10ka-80731.htm AMENDED FORM 10-K FOR THE YEAR ENDED JULY 31, 2008 ffi_10ka-80731.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 1
 
S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: July 31, 2008
 
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to _______
 
Commission file number: 000-49993
 
 
FORCE FUELS, INC.
(Name of Small Business Issuer in its Charter)
 
 
     
Nevada
  
56-2284320
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
22525 Pacific Coast Highway, Suite 101
Malibu, CA
  
90265
(Address of principal Executive Offices)
  
(Zip Code)
 
Issuer's Telephone Number: 310 456 7300
 

(Former name, former address and former fiscal year if changed since last report)
 
Securities registered under Section 12(b) of the Act: None
 
Securities registered under Section 12(g) of the Act: Common Stock, par value $.001 per share
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 if the Securities Act.
Yes £    No S

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

Indicate by check mark if disclosure of delinquent filers pursuant  to Item 405 of Regulation S-K (229.405 of this chapter) is not contained here in  and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10.  £

1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 
Large accelerated filer £
  
Accelerated filer £
  
         
 
Non-accelerated filer £
  
Smaller reporting company S
  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
Yes S    No £

The Company's common stock has not traded on the OTCBB or elsewhere and, accordingly, there is no aggregate “market value” to be indicated for such shares.

The number of shares outstanding of each of the Registrant's classes of common stock, as of December 17, 2008 is 7,622,763, all of one class, $.001 par value per share, of which 1,372,000 were held by non-affiliates of the registrant.

*Affiliates for the purpose of this item refers to the registrant's officers and directors and/or any persons or firms (excluding those brokerage firms and/or clearing houses and/or depository companies holding registrant's securities as record holders only for their respective clienteles' beneficial interest) owning 5% or more of the registrant's common stock, both of record and beneficially.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes £    No £

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are herewith incorporated by reference:

Transitional Small Business Disclosure Format 
Yes £    No S
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
2
This Form 10-K/A amends Item 8 of Part II, Items 12 and 14 of Part III and Item 15 of Part IV of our Form 10-K filed on December 24, 2008.


PART II

Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements filed as part of this Annual Report on Form 10-K are set forth on the pages F-2 through F-4 of this report and are incorporated herein by reference.


PART III
 
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table sets forth the number and percentage of the shares of the Company’s Common Stock owned as of December 17, 2008 by all persons known to the Company who own more than 5% of the outstanding number of such shares, by all directors of the Company, and by all officers and directors of the Company as a group.   Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.
 
Name and Address of Beneficial Owner (1)
  
Number of Shares Beneficially Owned (1)
    
Percent of Class
           
Thomas C. Hemingway
300 So. Harbor Blvd., Suite 500
Anaheim, CA 92805
  
900,000
(2)
  
11.81%
           
Lawrence Weisdorn
22525 Pacific Coast Hwy, Suite #101
Malibu, CA 90265
  
2,500,000
(2)
  
32.80%
           
Donald Hejmanowski
22525 Pacific Coast Hwy, Suite #101
Malibu, CA 90265
  
1,200,000
(2)
  
15.74%
           
All Directors and Officers as a group (3 persons)
  
4,600,000
(2)
  
60.35%
           
ICE Conversions, Inc. (3)
22525 Pacific Coast Hwy, Suite #101
Malibu, CA 90265
  
1,000,000
(4)
  
13.12%
           
Gary Cohee
PMB Securities
450 Newport Center Dr., Suite 110
Newport Beach, CA 92660
  
900,000
    
11.81%
 
___________________________________________
(1) For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of December 17, 2008

(2) For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above, any security which such person or persons has or have the right to acquire within such a date is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.  Except community property laws, the Company believes, based on information supplied by such persons, that the persons named in this table have sole voting and investment power with respect to all shares of common stock which they beneficially own.

 
3
 
(3) Lawrence Weisdorn and Donald Hejmanowski both currently serve as officers and directors of ICE Conversions, Inc.

(4) These are the number of shares outstanding after the 1,500,000 shares are cancelled and replaced by the issuance of 1,000,000 shares pursuant to the terms of the Assignment and Contribution Agreement.

 
Item 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Our principal accountants, Li & Company, PC billed us approximately $12,000 for professional services rendered in connection with our Quarterly Reports on Form 10-Q for the periods ended October 31, 2007, January 31, 2008 and April 30, 2008 and for the audit of our consolidated financial statements included in our Annual Reports on Form 10-K for the fiscal year ended July 31, 2008.
 
Our principal accountants, Li & Company, PC billed us approximately $8,000 for professional services rendered in connection with our Quarterly Reports on Form 10-QSB for the periods ended January 31,   2007 and April 30, 2007 and for the audit of our consolidated financial statements included in our Annual Reports on Form 10-KSB for the fiscal year ended July 31, 2007.
 
Our principal accountants did not bill us any fees for tax compliance, tax advice and tax planning for our fiscal years ended July 31, 2008 and 2007.


PART IV
 
Item 15 - EXHIBITS

Please see Exhibit Index located behind the signature page
 
 
 
 
 
 

 
4
FORCE FUELS, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
July 31, 2008 and 2007
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
5
 
To the Board of Directors and stockholders of
Force Fuels, Inc.
(Formerly DSE Fishman, Inc.)
(A development stage company)
Anaheim, California

We have audited the accompanying consolidated balance sheets of Force Fuels, Inc. and subsidiary (formerly DSE Fishman, Inc.)  (a development stage company) (collectively the “Company”) as of July 31, 2008 and 2007 and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the fiscal years ended July 31, 2008 and 2007, and for the period from July 15, 2002 (inception) through July 31, 2008. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2008 and 2007 and the results of its operations and its cash flows for the fiscal years ended July 31, 2008 and 2007 and for the period from July 15, 2002 (inception) through July 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has earned no revenues since inception, has a working capital deficiency and losses from operations. The Company will require additional working capital to develop its business until the Company either: (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 

/s/Li & Company, PC
Li & Company, PC

Skillman, New Jersey
December 23, 2008


F - 1
(FORMERLY DSE FISHMAN, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
 
   
July 31, 2008
    
July 31, 2007
  
             
ASSETS
            
CURRENT ASSETS:
            
Cash
  
$
191
    
$
1,722
  
Prepaid expenses
    
-
      
13,339
  
Due from shareholder
    
-
      
7,000
  
                 
Total Current Assets
    
191
      
22,061
  
                 
PURCHASED INTELLECTUAL PROPERTY RIGHTS:
    
430,000
      
-
  
                 
 Total Assets
  
$
430,191
    
$
22,061
  
                 
 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                
 CURRENT LIABILITIES:
                
Accrued expenses
  
$
68,791
    
$
16,238
  
Due to shareholder
    
-
      
-
  
Accounts payable
    
400,000
      
-
  
                 
Total Current Liabilities
    
468,791
      
16,238
  
                 
 STOCKHOLDERS' EQUITY (DEFICIT):
                
Preferred stock at $0.001 par value: 1,000,000 shares authorized; none issued or outstanding
  
_
    
_
  
                 
Common stock at $0.001 par value: 100,000,000 shares authorized, 7,622,763 and 1,225,000 shares issued and outstanding, respectively
    
7,623
      
1,225
  
Additional paid-in capital
    
323,810
      
415,275
  
Treasury stock at cost: none and 1,100,000 shares, respectively
    
-
      
(310,000
)
Accumulated deficit
    
(370,033
)
    
(100,677
)
                 
Total Stockholders' Equity (Deficit)
    
(38,600
)
    
5,823
  
                 
Total Liabilities and Stockholders' Equity (Deficit)
  
$
430,191
    
$
22,061
  

 
See accompanying notes to the consolidated financial statements.
F - 2
(FORMERLY DSE FISHMAN, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

                   
               
For the Period
  
   
For the
    
For the
    
from
  
   
Fiscal
    
Fiscal
    
July 12, 2002
  
   
Year
    
Year
    
(Inception)
  
   
Ended
    
Ended
    
through
  
   
July 31,
    
July 31,
    
July 31,
  
   
2008
    
2007
    
2008
  
                   
OPERATING EXPENSES:
                  
General and administrative expenses
  
$
74,423
    
$
69,804
    
$
175,100
  
Stock based compensation
    
194,933
      
-
      
194,933
  
                         
Total operating expenses
    
269,356
      
69,804
      
370,033
  
                         
LOSS FROM OPERATIONS
    
(269,356
)
    
(69,804
)
    
(370,033
)
                         
INCOME TAXES
    
-
      
-
      
-
  
                         
                         
NET LOSS
  
$
(269,356
)
  
$
(69,804
)
  
$
(370,033
)
                         
                         
NET LOSS PER COMMON SHARE - BASIC AND DILUTED:
  
$
(0.20
)
  
$
(0.56
)
  
$
(0.67
)
                         
Weighted Common Shares Outstanding - basic and diluted
    
1,369,716
      
125,000
      
553,092
  

 
 
 

 
 
See accompanying notes to the consolidated financial statements.
F - 3
(FORMERLY DSE FISHMAN, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period from July 12, 2002 (Inception) through July 31, 2008
 
                           
Deficit
        
   
Common Stock, $0.001 Par Value
    
Additional
          
Accumulated
    
Total
  
   
Number of
          
Paid-in
    
Treasury
    
during the
    
Stockholders'
  
   
Shares
    
Amount
    
Capital
    
Stock
    
Development Stage
    
Equity
  
                                     
 Balance, August 1, 2005
    
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
                                                 
 Sale of common stock
    
175,000
      
175
      
425,825
                      
426,000
  
                                                 
Adjustment on reverse acquisition
    
1,050,000
      
1,050
      
(10,550
)
    
(235,000
)
            
(244,500
)
                                                 
 Purchase of treasury stock
                            
(75,000
)
            
(75,000
)
                                                 
 Net loss
                                    
(30,873
)
    
(30,873
)
                                                 
 Balance, July 31, 2006
    
1,225,000
      
1,225
      
415,275
      
(310,000
)
    
(30,873
)
    
75,627
  
                                                 
 Net loss
                                    
(69,804
)
    
(69,804
)
                                                 
 Balance, July 31, 2007
    
1,225,000
      
1,225
      
415,275
      
(310,000
)
    
(100,677
)
    
5,823
  
                                                 
 Retirement of treasury stock
    
(1,100,000
)
    
(1,100
)
    
(308,900
)
    
310,000
              
-
  
                                                 
 Issuance of shares for services
    
2,500,000
      
2,500
      
72,500
                      
75,000
  
 Issuance of shares for services
    
1,200,000
      
1,200
      
34,800
                      
36,000
  
 Issuance of shares for services
    
850,000
      
850
      
24,650
                      
25,500
  
 Issuance of shares for services
    
850,000
      
850
      
24,650
                      
25,500
  
 Issuance of shares for services
    
1,097,763
      
1,098
      
31,835
                      
32,933
  
                                                 
 Issuance of shares in connection with assets assignment agreement
                                                
   
1,000,000
      
1,000
      
29,000
                      
30,000
  
                                                 
 Net loss
                                    
(269,356
)
    
(269,356
)
                                                 
 Balance, July 31, 2008
    
7,622,763
    
$
7,623
    
$
323,810
    
$
-
    
$
(370,033
)
  
$
(38,600
)
 
See accompanying notes to the consolidated financial statements.
F - 4
(FORMERLY DSE FISHMAN, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

                   
               
For the
  
   
For the
    
For the
    
Period from
  
   
Fiscal Year
    
Fiscal Year
    
July 12, 2002
  
   
Ended
    
Ended
    
through
  
   
July 31,
    
July 31,
    
July 31,
  
   
2008
    
2007
    
2008
  
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                  
Net loss
  
$
(269,356
)
  
$
(69,804
)
  
$
(370,033
)
                         
Adjustments to reconcile net loss to net cash used in
                        
operating activities
                        
Issuance of common stock for consulting services
    
194,933
              
194,933
  
Changes in operating assets and liabilities:
                        
Prepaid expenses
    
13,339
      
14,084
      
-
  
Accrued expenses
    
52,553
      
16,238
      
59,291
  
                         
NET CASH USED IN OPERATING ACTIVITIES
    
(8,531
)
    
(39,482
)
    
(115,809
)
                         
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                        
Amounts paid to shareholder
    
7,000
      
(7,000
)
    
-
  
Proceeds from sale of common stock
                    
501,000
  
Payment of common stock to be issued
            
(75,000
)
    
(75,000
)
Purchase of treasury stock
                    
(310,000
)
                         
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
    
7,000
      
(82,000
)
    
116,000
  
                         
NET INCREASE (DECREASE) IN CASH
    
(1,531
)
    
(121,482
)
    
191
  
                         
Cash at beginning of period
    
1,722
      
123,204
      
-
  
                         
Cash at end of period
  
$
191
    
$
1,722
    
$
191
  
                         
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
                        
Interest paid
  
$
-
    
$
-
    
$
-
  
Taxes paid
  
$
-
    
$
-
    
$
-
  
                         
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                        
Issuance of shartes and debt for purchase of intellectual property rights
  
$
430,000
    
$
-
    
$
430,000
  


See accompanying notes to the consolidated financial statements.
F - 5
(A development stage company)
July 31, 2008 and 2007
Notes to the Consolidated Financial Statements
 
NOTE 1 - ORGANIZATION AND OPERATIONS

Force Fuels, Inc. (a development stage company) (formerly DSE “Fishman” or the “Company”) was incorporated under the laws of the State of Nevada in July 2002 and is inactive and is currently searching for business opportunities.

Acquisition of Great American Coffee Company, Inc.

On May 5, 2006, Great American Coffee Company, Inc. (“Great American”) acquired 10,500,000 shares representing 100% of the outstanding shares of the Company.

On May 9, 2006, the Company formed GACC Acquisition Corp (“GACC”), a California corporation and GACC merged into Great American; with Great American as the surviving corporation. The Company exchanged the shares of GACC for 1,000 shares of Great American.

On May 12, 2006 the Company issued 1,750,000 shares of common stock in exchange for 100% of the outstanding shares of Great American.

The results of the transaction were for the Company to own 100% of the outstanding shares of common stock of Great American.

Great American was incorporated in California on April 4, 2005, has not conducted any operations to date and was inactive.

As a result of the ownership interests of the former shareholder of Great American own 100% of the outstanding shares of the Company's common stock, for financial statement reporting purposes, the merger between the Company and Great American has been treated as a reverse acquisition with Great American deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS No. 141”).  The reverse merger is deemed a capital transaction and the net assets of Great American (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination.  The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Great American which are recorded at historical cost.  The equity of the Company is the historical equity of Great American retroactively restated to reflect the number of shares issued by the Company in the transaction.  The consolidated financial statements include the operations of Fishman from the date of the merger.

On May 14, 2008 the Company changed its name to Force Fuels, Inc.

Assignment and Contribution Agreement between the Company and ICE Conversions, Inc.
 
On July 31, 2008 the Company entered into an assignment and contribution agreement with Lawrence Weisdorn and ICE Conversions, Inc. to operate a business engaged in the development, manufacture and marketing of certain motor vehicles powered by hydrogen fuel cells.  The transactions contemplated by the Assignment and Contribution Agreement include:

●   (a) the contribution, transfer and license of certain assets and intellectual property rights of ICE to the Company;
 
●   (b) the grant of 1,000,000 shares of Common Stock to ICE;
 
F - 6
●   (c) confirmation of the previous grant of 2,500,000 shares of Common Stock to Lawrence Weisdorn pursuant to a consulting agreement;
 
●   (d) cash payment of $400,000 from the Company to ICE, made payable as follows: 100,000 on or before March 15, 2009 and $300,000 on or before June 15, 2009.
 
The Assignment and Contribution Agreement replaced the Joint Venture Agreement dated May 12, 2008.  Five hundred thousand of the 1,500,000 shares previously issued to ICE were cancelled pursuant to the terms of the Assignment and Contribution Agreement.
 
NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
The consolidated financial statements include the accounts of the Company and Great American.  All material inter-company balances and transactions have been eliminated.

Development stage company

The Company is a development stage company as defined by Statement of Financial Accounting Standards No. 7, Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7”).  The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’ development stage activities.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Fair value of financial instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of financial assets and liabilities, such as cash, prepaid expenses and accrued expenses, approximate their fair values because of the short maturity of these instruments and market rates of interest.

Income taxes

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (“SFAS No. 109”). Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  
 
F - 7
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

Net loss per common share

Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period.  Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive common shares outstanding as of July 31, 2008 or 2007.
 
Recently issued accounting pronouncements

In June 2003, the United States Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) , as amended by SEC Release No. 33-8934 on June 26, 2008. Commencing with its annual report for the fiscal year ending July 31, 2010, the Company will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement

●     
of management's responsibility for establishing and maintaining adequate internal control over our financial reporting;
   
●     
of management's assessment of the effectiveness of our internal control over financial reporting as of year end;

●     
Of the framework used by management to evaluate the effectiveness of our internal control over financial reporting; and
 
●     
that our independent accounting firm has issued an attestation report on management's assessment of our internal control over financial reporting, which report is also required to be filed.

Furthermore, in the following year, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.
 
In December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) “Business Combinations” (“SFAS No. 141(R)”), which requires the Company to record fair value estimates of contingent consideration and certain other potential liabilities during the original purchase price allocation, expense acquisition costs as incurred and does not permit certain restructuring activities previously allowed under Emerging Issues Task Force Issue No. 95-3 to be recorded as a component of purchase accounting. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented. The Company has not determined the effect that the adoption of SFAS No. 141(R) will have on the financial results of the Company.
 
In December 2007, the FASB issued FASB Statement No. 160 “Noncontrolling Interests in Financial Statements - an amendment of ARB No. 51” (“SFAS No. 160”), which causes noncontrolling interests in subsidiaries to be included in the equity section of the balance sheet.  SFAS No. 160 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented.  The Company has not determined the effect that the adoption of SFAS No. 160 will have on the financial results of the Company.
 
F - 8
In March 2008, the FASB issued FASB Statement No. 161 “Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133” (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities. Pursuant to SFAS No.161, Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. SFAS No. 161 encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In years after initial adoption, this Statement requires comparative disclosures only for periods subsequent to initial adoption. The Company does not expect the adoption of SFAS No. 161 to have a material impact on the financial results of the Company.
 
Management does not believe that any other issued, but not yet effective accounting pronouncements, if adopted, would have had a material effect on the accompanying financial statements.
 
NOTE 3 - DEVELOPMENT STAGE ACTIVITIES AND GOING CONCERN

The Company is currently in the development stage and has not conducted any operations to date.  The company intends to pursue the development and manufacture of the hydrogen fuel cell products.

As reflected in the accompanying consolidated financial statements, the Company had a deficit accumulated during development stage of $370,033 at July 31, 2008, had a net loss and cash used in operations of $269,356 and $8,531 respectively, for the fiscal year ended July 31, 2008, and has no revenues since inception.

While the Company is attempting to increase revenues, the Company’s cash position is not sufficient to support the Company’s operations.  Management intends to raise additional funds by way of a public or private offering.   While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that these efforts will succeed and that the Company will continue as a going concern.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise capital and to generate sufficient revenues.  The consolidated financial statements do not include any adjustments that would be necessary if the Company is unable to continue as a going concern.

NOTE 4 - EQUITY TRANSACTIONS

In March 2006, the original incorporators of the Company contributed $1,000 in exchange for 1,500,000 shares of common stock.

In March 2006, Great American issued 250,000 shares of common stock in exchange for $500,000. As 37,500 shares were never issued, in September 2006, the Company refunded $75,000.

On June 7, 2006 the Company repurchased 500,000 shares of its common stock for $75,000, which were held in treasury and retired during the current year.

On April 17, 2008, the Company effectuated a 1-for-10 reverse stock split of the Company’s Common Stock (the “Reverse Split”), thereby reducing the total outstanding common shares from 1,462,500 to 146,250 shares and reducing the authorized Common Stock from 24,000,000 to 2,400,000.  The Company received surrendered stock certificates totaling 1,212,500 pursuant to the Reverse Split.  By administrative error three certificates totaling 250,000 shares were not surrendered.  Stop transfer restrictions were placed on those certificates and the Company is in the process of having those certificates cancelled.  On June 17, 2008, the Company issued replacement certificates pursuant to the Reverse Split totaling 146,250 common shares.

F - 9
On April 30, 2008 the company completed a 1 for 10 reverse stock split.

On May 12, 2008, the Company entered into a consulting agreement with Lawrence Weisdorn granting him 2,500,000 common shares of the Company’s Common Stock in exchange for professional consulting services.

On May 12, 2008, the Company entered into a consulting agreement with Donald Hejmanowski granting him 1,200,000 common shares of the Company’s Common Stock in exchange for professional consulting services.

On June 18, 2008, the Company issued a total of 2,797,763 common shares to a number of individuals for professional and consulting services rendered, all at a value of $.03 per share.

On June 23, 2008, 1,500,000 shares were issued to ICE Conversions, Inc. pursuant to a Joint Venture Agreement dated May 12, 2008.  The Joint Venture Agreement was replaced by an Assignment and Contribution Agreement effective July 31, 2008.  Five hundred thousand of the 1,500,000 shares previously issued to ICE are to be cancelled pursuant to the terms of the Assignment and Contribution Agreement.  These shares are in the process of being cancelled.

As of the close of business on December 17, 2008, there were 8,372,763 shares of our Common Stock, par value $0.001 per share, issued and outstanding, including 750,000 shares that are pending cancellation.  If those shares had been cancelled with the corresponding transactions, the number of outstanding shares would be 7,622,763.
 
NOTE 5 - STOCK OPTION PLAN

The Company adopted its 2002 Non-Statutory Stock Option Plan (the “Plan”) on July 15, 2002, as amended on October 24, 2002 and filed with the Securities and Exchange Commission on Form S-8 on January 21, 2003.  The Plan provides for the granting of non-statutory stock options through 2012, to purchase up to 1,500,000 shares of its common stock, subject to adjustment for stock splits, stock dividends, recapitalizations or similar capital changes. These may be granted to employees (including officers) and directors of the Company and certain of the Company's consultants and advisors.

The Plan is administered by the Company's Board of Directors which determines the grantee, number of shares, exercise price and term.  The Board of Directors also interprets the provisions of the Plan and, subject to certain limitations, may amend the Plan.

One million five hundred thousand (1,500,000) shares were reserved for issuance under the Plan, subject to adjustment for stock splits, stock dividends, recapitalizations or similar capital changes.  Accordingly, such amount was adjusted to 150,000 shares as a result of the Reverse Stock Split.  Prior to the Reverse Split, options to purchase 1,500,000 shares had already been issued and exercised in full.  Accordingly, there are no additional shares available for future grants under the Plan and no options are outstanding as of July 31, 2008 or 2007.
 
NOTE 6 - INCOME TAXES

The Company will file a consolidated tax return. At July 31, 2008, the Company has available for federal and state income tax purposes a net operating loss (“NOL”) carry-forwards of approximately $191,000 that may be used to offset future taxable income through the fiscal year ending July 31, 2028.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements since the Company believes that the realization of its net deferred tax assets of approximately $191,000 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $191,000.  Also, due to a change in the control after the reverse acquisition of Fishman by Great American, the Company's past accumulated losses to be carried forward may be limited.

F - 10
Pursuant to Internal Revenue Code Sections 382 and 383, the use of the Company's net operating loss and credit carry-forwards may be limited if a cumulative change in ownership of more than 50% occurs within a three-year period.  The annual limitation may result in the expiration of net operating losses and credits before utilization.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its ability to realize any increase to their valuations.  The valuation allowance increased approximately $112,000 and $29,000 during the fiscal year ended July 31, 2008 and 2007, respectively.
  
Components of deferred tax assets as of July 31, 2008 and 2007 are as follows:

   
As of
  
   
July 31, 2008
    
July 31, 2007
  
Net deferred tax assets – Non-current:
            
             
Expected Federal income tax benefit from NOL carry-forwards
   $ 126,000     $ 34,000  
Expected state income tax benefit from NOL carry-forwards
     27,000       7,000  
Expected income tax benefit from NOL carry-forwards from acquired company
     38,000       38,000  
                 
Expected Federal income tax benefit from NOL carry-forwards
   $ 191,000     $ 79,000  
Less valuation allowance
     (191,000 )     (79,000 )
  Deferred tax assets, net of valuation allowance
   $ -     $ -  
                 
The reconciliation of the effective income tax rate to the federal statutory rate
  
For the fiscal year
ended
July 31, 2008
    
For the fiscal year
ended
July 31, 2007
  
                 
Federal income tax rate
     34.0 %     34.0 %
Change in valuation allowance on net operating loss carry-forwards
     (34.0 )%     (34.0 )%
Effective income tax rate
     0.0 %     0.0 %

NOTE 7 – RELATED PARTY TRANSACTION

(i) Management service provided by its stockholders

For the fiscal year ended July 31, 2008, the Company accrued $39,500 payable to its current CEO. The Company paid $10,000 to its former CEO during the fiscal year ended July 31, 2007

(ii) Due from a stockholder

The Company advanced $7,000 to a stockholder in May 2007, all of which was repaid during the fiscal year ended July 31, 2008. The advance was unsecured, due on demand and non-interest bearing.

F - 11
(iii) Free office space from the Chief Executive Officer and a stockholder

The Company has been provided office space by its Chief Executive Officer at no cost.

(iv) Purchased intellectual property right

On July 31, 2008, the company acquired, from ICE, a prototype 2008 Columbia model, electric battery-powered Freightliner and all electric drive components installed or to be installed for (i) 1,000,000 shares of its common stock, and (ii) a cash payment of $400,000, payable as follows: $100,000 payable on or before March 15, 2009, $300,000 payable on or before June 15, 2009.   The asset is collateralized by a first priority perfected lien in favor of ICE.
 
NOTE 8 – SUBSEQUENT EVENTS

Entry into employment agreement with President, Chief Executive Officer and Chief Financial Officer

On October 21, 2008, the Company entered into an employment agreement with its President, Chief Executive Officer and Chief Financial Officer for the initial term of three (3) years and renewable by the mutual consent of the Parties.  In consideration of the services rendered by the Executive, the Company agrees to compensate the Executive as follows: (a) Base Compensation.  The Executive’s monthly base compensation initially shall be Twenty Thousand Dollars ($20,000) and shall be payable in accordance with the salary policies of the Company in effect from time to time but no less frequently than monthly. (b) Salary Increases.  The Company shall annually review the Executive’s Performance and compensation.  The Executives base compensation will be increased annually by not less than five percent (5%). Executive’s annual base compensation shall not be reduced below the base compensation as from time to time adjusted, unless agreed upon in writing. (c) Incentive Bonuses.  The Board of Directors shall grant Executive such annual bonuses as the Board of Directors, in its discretion, may determine to be appropriate in light of the Company’s performance and the Executive’s performance and contribution to the Company’s success. (d) Automobile Allowance.  The Executive shall receive an automobile allowance not to exceed $750 monthly for the purpose of leasing and maintaining insurance on an automobile of the Executive’s choice. If the Executive uses his/her own vehicle instead of leasing, a flat rate of $500.00 per month shall be paid to the Executive as an automobile allowance.
 
Entry into employment agreement with Secretary and Vice President of Business Development

On October 21, 2008, the Company entered into an employment agreement with its Secretary and Vice President of Business Development for the initial term of three (3) years and renewable by the mutual consent of the Parties.  In consideration of the services rendered by the Executive, the Company agrees to compensate the Executive as follows: (a) Base Compensation.  The Executive’s monthly base compensation initially shall be Six Thousand Five Hundred Dollars ($6,500) and shall be payable in accordance with the salary policies of the Company in effect from time to time but no less frequently than monthly. (b) Salary Increases.  The Company shall annually review the Executive’s Performance and compensation.  The Executives base compensation will be increased annually by not less than five percent (5%). Executive’s annual base compensation shall not be reduced below the base compensation as from time to time adjusted, unless agreed upon in writing. (c) Incentive Bonuses.  The Board of Directors shall grant Executive such annual bonuses as the Board of Directors, in its discretion, may determine to be appropriate in light of the Company’s performance and the Executive’s performance and contribution to the Company’s success (d) Automobile Allowance.  The Executive shall receive an automobile allowance not to exceed $750 monthly for the purpose of leasing and maintaining insurance on an automobile of the Executive’s choice. If the Executive uses his/her own vehicle instead of leasing, a flat rate of $500.00 per month shall be paid to the Executive as an automobile allowance.
 


F - 12
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
FORCE FUELS, INC.
  
       
 Date: December 29, 2008  
By:
/s/ Lawrence Weisdorn
  
   
Lawrence Weisdorn
  
   
President, Chief Executive Officer ,and
Chief FinancialOfficer
  
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
6
EXHIBIT INDEX
 
 
Exhibit No.
  
Description
     
2.1(1)
  
Bylaws
     
2.2(1)
  
Articles of Incorporation
     
2.3(2)
  
Certificate of Amendment to the Articles of Incorporation as filed with the Nevada Secretary of State on April 17, 2008.
     
2.4(3)
  
Certificate of Amendment to the Articles of Incorporation as filed with the Nevada Secretary of State on May 27, 2008.
     
10.1(4)*
  
2002 Stock Option Plan as adopted July 15, 2002
     
10.2(5)
  
Joint Venture Agreement by and between Force Fuels, Inc. and Ice Conversions, Inc. May 12, 2008.
     
10.3
  
     
10.4*
  
     
10.5*
  
     
10.6*
  
     
10.7*
  
     
31
  
     
32
  
 _____________________
* This exhibit references a Management Compensation Plan or Arrangement
 
(1) Filed with the Securities and Exchange Commission in the Exhibits to Form 10-SB filed on September 9, 2002, and is incorporated by reference herein.
 
(2) Filed with the Securities and Exchange Commission in the Exhibits to Form 8-K filed on May 06, 2008, and is incorporated by reference herein.
 
(3) Filed with the Securities and Exchange Commission in the Exhibits to Form 8-K filed on June 16, 2008, and is incorporated by reference herein.
 
(4) Filed with the Securities and Exchange Commission in the Exhibits to Form S-8 filed on January 21, 2003.
 
(5) Filed with the Securities and Exchange Commission in the Exhibits to Form 8-K filed on May 27, 2008, and is incorporated by reference herein.
 
 
 
7