UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 2

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 ¨No S

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 our Form 10-K filed on December 24, 2008.

• Item 5 of Part II has been amended to correct the number of shares outstanding as of April 30, 2008.
• Notes 2, 4, 5 and 7 of Item 8 of Part II have been amended to correct the number of shares outstanding as of April 30, 2008 and to provide additional disclosure.
• Item 9AT of Part II has been amended to comply with the requirements of the temporary section 308T of Regulation S-K.
• Item 15 of Part IV has been amended to include a revised Exhibit 31 Certification of our Chief Executive Officer and Chief Financial Officer to incorporate the introductory language of paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31) of Regulations S-K..
  

PART II

Item 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no current market for the shares of our Common Stock.  No symbol has been assigned for our securities, and our securities have not been listed or quoted on any Exchange to date. There can be no assurance that a liquid market will develop in the foreseeable future or ever.  Transfer of our common stock may also be restricted under the securities or blue sky laws of certain states and foreign jurisdictions.  Consequently, investors may not be able to liquidate their investments and should be prepared to hold the Common Stock for an indefinite period of time.

We have never paid any cash dividends on shares of our Common Stock and do not anticipate that we will pay dividends in the foreseeable future.  We intend to apply any earnings to fund the development of our business.  The purchase of shares of Common Stock is inappropriate for investors seeking current or near term income.

On April 30, 2008, the Company effected a 1-for-10 reverse stock split of the Company’s Common Stock (the “Reverse Split”), thereby reducing the total outstanding common shares from 1,250,000 to 125,000 shares and reducing the authorized Common Stock from 24,000,000 to 2,400,000.  

On April 30, 2008, immediately after the Reverse Split, the Company amended its articles of incorporation to increase its authorized Common Stock to 100,000,000 shares.

On May 12, 2008, the Company entered into a consulting agreement with Lawrence Weisdorn granting him 2,500,000 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 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 shares of the Company’s Common Stock 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 of the Company’s Common Stock were issued to ICE 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 were cancelled effective July 31, 2008, pursuant to the terms of the Assignment and Contribution Agreement.  

Each of the issuances described above was a privately negotiated transaction made in reliance upon the exemption from registration provided in Section 4(2) of the Securities Act of 1933.

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.

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

None.

3

Item 9AT – CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our Chief Executive Officer, who is also our Chief Financial Officer (the “Certifying Officer”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2008.  Based on this evaluation, our Certifying Officer has concluded that our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is presented to our management as appropriate to allow timely decisions regarding required disclosure.

The Certifying Officer has further indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no corrective actions with regard to significant deficiencies and material weaknesses. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Evaluation of Internal Controls over Financial Reporting

The Certifying Officer is also responsible for establishing and maintaining adequate internal control over our financial reporting.  Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

The Certifying Officer assessed the effectiveness of our internal control over financial reporting as of July 31, 2008.  This assessment is based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on its assessment, he concluded that our internal control over financial reporting as of July 31, 2008 was not effective in the specific areas described in the “Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.

As of July 31, 2008 the Certifying Officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:

• Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process.  The various roles and responsibilities related to this process should be defined, documented, updated and communicated.  Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Representative with Financial Expertise — For the year ending July 31, 2008, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company.  Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system.  Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

4

• Segregation of Duties — The Certifying Officer has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes.  Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:

• The Company will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to review by other members of management as well as the Company’s outside accountant.  In addition, we plan to enhance and test our month-end and year-end financial close process.  Additionally, our board of directors will increase its review of our disclosure controls and procedures.  We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process.  We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions.  However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  The Certifying Officer’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section , and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

PART IV

Item 15 - EXHIBITS

Please see the Exhibit Index located behind the signature page

5

FORCE FUELS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

July 31, 2008 and 2007

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Contents	Page(s)
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets at July 31, 2008 and 2007	F-2
Consolidated Statements of Operations for the Fiscal Years Ended July 31, 2008 and 2007 and for the Period from July 12, 2002 (Inception) through July 31, 2008	F-3
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended July 31, 2008 and 2007 and for the Period from July 12, 2002 (Inception) through July 31, 2008	F-4
Consolidated Statements of Cash Flows for the Fiscal Years Ended July 31, 2008 and 2007 and for the Period from July 12, 2002 (Inception) through July 31, 2008	F-5
Notes to the Consolidated Financial Statements	F-6

6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

(Except for Note 2, 4 and 5, which were April 5, 2009)

7

FORCE FUELS, INC. AND SUBSIDIARY

(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 RIGHT:		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.

8

FORCE FUELS, INC. AND SUBSIDIARY

(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.

9

FORCE FUELS, INC. AND SUBSIDIARY

(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
													Accumulated
	Common Stock, $0.001 Par Value						Additional						during the			Total
	Number of						Paid-in			Treasury			Development			Stockholders'
	Shares			Amount			Capital			Stock			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.

10

FORCE FUELS, INC. AND SUBSIDIARY

(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.

11

FORCE FUELS, INC. AND SUBSIDIARY

(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;
  
• (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.

12

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.

Purchased intellectual property right

The Company has adopted the guidelines as set out in Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (“SFAS No. 142”) for purchased intellectual property right.  Under the requirements as set out in SFAS No. 142, the Company amortizes the costs of acquired intellectual property right over the remaining legal lives, or estimated useful lives, or the term of the contract, whichever is shorter.  Purchased formulae is carried at cost and amortized on a straight-line basis over the estimated useful life of ten (10) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Impairment of long-lived assets

The Company follows Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”) for its long-lived assets.  The Company’s long-lived asset, which includes purchased intellectual property right, is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts.  Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.  The Company determined that there were no impairments of long-lived assets as of July 31, 2008.

Fair value of financial instruments

The Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about Fair Value of Financial Instruments” (“SFAS No. 107”) for its 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, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

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Revenue recognition

The Company follows the guidance of the United States Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue recognition.  The Company will recognize revenues when it is realized or realizable and earned less estimated future doubtful accounts.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.  The Company will derive majority of its revenue from sales contracts with customers with revenues being generated upon the shipment of goods.

Stock-based compensation

The Company accounted for its stock based compensation under the recognition and measurement principles of the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS No. 123R”) using the modified prospective method for transactions in which the Company obtains employee services in share–based payment transactions and the Financial Accounting Standards Board Emerging Issues Task Force Issue No. 96-18 “Accounting For Equity Instruments That Are Issued To Other Than Employees For Acquiring, Or In Conjunction With Selling Goods Or Services” (“EITF No. 96-18”) for share-based payment transactions with parties other than employees provided in SFAS No.  123R.  All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the third-party performance is complete or the date on which it is probable that performance will occur.

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.  

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.

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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.

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 inoperations 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 – 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 (“Purchased Intellectual Property Right”) 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 Purchased Intellectual Property Right is collateralized by a first priority perfected lien in favor of ICE.  The management of the Company determined that this transaction represented the acquisition of an asset, the intellectual property right, instead of a business.  

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Pursuant to EITF 98-3, a business is a self-sustaining integrated set of activities and assets conducted and managed for the purpose of providing a return to investors.  A business consists of (a) inputs, (b) processes applied to those inputs, and (c) resulting outputs that are used to generate revenues.  For a transferred set of activities and assets to be a business, it must contain all of the inputs and processes necessary for it to continue to conduct normal operations after the transferred set is separated from the transferor, which includes the ability to sustain a revenue stream by providing its outputs to customers.  The prototype and related intellectual property right which the Company acquired was a specific application of electric vehicle to Class 8 Trucks, a work in progress, and did not contain any of the inputs and processes necessary for it to continue to conduct normal operations after the transferred set is separated from ICE Conversions, Inc., the transferor. The intellectual property right acquired is valued at $430,000 representing (i) an aggregate cash payment of $400,000 from the Company to ICE and (ii) the issuance of 1,000,000 shares of Common Stock to ICE valued at $0.03 per share or $30,000.

Purchased intellectual property right at cost at July 31, 2008 and 2007, consisted of the following:

	July 31, 2008			July 31, 2007
Purchased intellectual property right	$	430,000		$	-
Accumulated amortization		(-	)		(-	)
	$	430,000		$	-

Amortization expense

Amortization expense for the fiscal year ended July 31, 2008 was $0.  Amortization expense for the next five fiscal years is $43,000 per fiscal year.

NOTE 5 - EQUITY TRANSACTIONS

Common Stock

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. 37,500 shares were mutually rescinded in September 2006, and 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 30, 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 1,250,000 to 125,000 shares and reducing the authorized Common Stock from 24,000,000 to 2,400,000.  

On May 12, 2008, the Company entered into a consulting agreement with Lawrence Weisdorn granting him 2,500,000 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 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 shares of the Company’s Common Stock 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 of the Company’s Common Stock 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.  500,000 of the 1,500,000 shares previously issued to ICE were cancelled effective July 31, 2008, pursuant to the terms of the Assignment and Contribution Agreement.  

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.

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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.

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	%

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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.

 (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.  The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

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.

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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: June 1, 2009	By:	/s/ Lawrence Weisdorn
		Lawrence Weisdorn
		President, Chief Executive Officer ,and Chief Financial Officer

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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(6)	Assignment and Contribution Agreement by and between Force Fuels, Inc. and Ice Conversions, Inc. effective July 31, 2008.
10.4(6)*	Consulting Agreement with Lawrence Weisdorn effective May 12, 2008.
10.5(6)*	Consulting Agreement with Donald Hejmanowski effective May 12, 2008.
10.6(6)*	Employment Agreement of Lawrence Weisdorn dated October 21, 2008.
10.7(6)*	Employment Agreement of Donald Hejmanowski dated October 21, 2008.
31	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

 _____________________

* 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.

(6) Filed with the Securities and Exchange Commission in the Exhibits to Form 10-K/A filed on December 30, 2008, and is incorporated by reference herein.

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