As filed with the Securities and Exchange Commission on November 8, 2019

File No. 000-56101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

Amendment No. 1

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

TARONIS FUELS, INC.

(Exact name of registrant as specified in its charter)

Delaware	32-0547454
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
300 W. Clarendon Ave. Unit 230 Phoenix, Arizona	85013
(Address of principal executive offices)	(Zip Code)

Tyler B. Wilson, Esq.

Chief Financial Officer,

General Counsel & Secretary

16165 N. 83^rd Avenue, Suite 200

Peoria, Arizona 85382

(866) 370-3835

(Registrant’s telephone number, including area code)

Copy to:

Laura Anthony, Esq.

Craig D. Linder, Esq.

Anthony L.G., PLLC

625 N. Flagler Drive, Ste, 600

West Palm Beach, FL 33401

Phone: (561) 514-0936

Fax: (561) 514-0832

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.000001 per share

Title of Class

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [X]	Smaller reporting company [X]
	Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

TARONIS FUELS, INC.

INFORMATION REQUIRED AND INCORPORATED BY REFERENCE IN FORM 10

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Certain information required to be included herein is incorporated by reference to specifically identified portions of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1. Business.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Business,” “Certain Relationships and Related Transactions,” “Relationship With Taronis Technologies After the Spinoff” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A. Risk Factors.

The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Selected Historical Consolidated Financial Data,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk.” Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the information statement entitled “Business — Properties.” That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the section of the information statement entitled “Executive Compensation.” That section is incorporated herein by reference.

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Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Transactions.” Those sections are incorporated herein by reference.

Item 8. Legal Proceedings.

The information required by this item is contained under the section of the information statement entitled “Business — Legal Proceedings.” That section is incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “The Spinoff,” “Dividend Policy,” “Security Ownership of Certain Beneficial Owners and Management” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the sections of the information statement entitled “The Spinoff” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “Dividend Policy” and “Description of Capital Stock.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the sections of the information statement entitled “Description of Capital Stock — Limitation on Directors’ Liability” and “Indemnification of Directors and Officers.” Those sections are incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the section of the information statement entitled “Index to Combined Carve-Out Financial Statements” (and the financial statements referenced therein). That section is incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the section of the information statement entitled “Index to Combined Carve-Out Financial Statements” (and the financial statements referenced therein). That section is incorporated herein by reference.

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(b) Exhibits

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
2.1	Revised Form of Master Distribution Agreement
2.2	Revised Form of Separation Agreement
3.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
3.2	Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
4.1	Form of Specimen Certificate for the Registrant’s common stock, $0.000001 par value per share (incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
5.1*	Opinion Re Legality
8.1*	Opinion Re Tax Matters
10.1	Revised Form of Tax Sharing Agreement
10.2	Revised Form of Transition Services Agreement
10.3	Intellectual Property License Agreement (incorporated by reference to Exhibit 10.3 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.4	Taronis Fuels, Inc. 2019 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.4 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.5	Executive Bonus Plan (incorporated by reference to Exhibit 10.5 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.6	Form of Assignment, Assumption and Amendment to Contract (incorporated by reference to Exhibit 10.6 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.7	Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.8	Form of Director Services Agreement (incorporated by reference to Exhibit 10.8 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.9	Director Compensation Policy (incorporated by reference to Exhibit 10.9 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.10	Executive Severance Plan (incorporated by reference to Exhibit 10.10 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.11	Insider Trading Policy (incorporated by reference to Exhibit 10.11 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.12	Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.12 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.13	Gasifier Purchase Agreement
14	Code of Ethics (incorporated by reference to Exhibit 14 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
21.1	List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
99.1	Information Statement, Subject to Completion, dated November 8, 2019.

* To be filed by amendment.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

TARONIS FUELS, INC.
By:	/s/ Scott Mahoney
Name:	Scott Mahoney
Title:	Chief Executive Officer and President

Dated: November 8, 2019

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1	Revised Form of Master Distribution Agreement
2.2	Revised Form of Separation Agreement
3.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
3.2	Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
4.1	Form of Specimen Certificate for the Registrant’s common stock, $0.000001 par value per share (incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
5.1*	Opinion Re Legality
8.1*	Opinion Re Tax Matters
10.1	Revised Form of Tax Sharing Agreement
10.2	Revised Form of Transition Services Agreement
10.3	Intellectual Property License Agreement (incorporated by reference to Exhibit 10.3 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.4	Taronis Fuels, Inc. 2019 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.4 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.5	Executive Bonus Plan (incorporated by reference to Exhibit 10.5 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.6	Form of Assignment, Assumption and Amendment to Contract (incorporated by reference to Exhibit 10.6 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.7	Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.8	Form of Director Services Agreement (incorporated by reference to Exhibit 10.8 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.9	Director Compensation Policy (incorporated by reference to Exhibit 10.9 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.10	Executive Severance Plan (incorporated by reference to Exhibit 10.10 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.11	Insider Trading Policy (incorporated by reference to Exhibit 10.11 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.12	Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.12 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
10.13	Gasifier Purchase Agreement
14	Code of Ethics (incorporated by reference to Exhibit 14 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
21.1	List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrants Registration Statement on Form 10-12G filed on September 30, 2019)
99.1	Information Statement, Subject to Completion, dated November 8, 2019.

* To be filed by amendment

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