MINN SHARES INC (Form: 10-K, Received: 04/18/2017 14:20:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

☐ 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 000-54218

Minn Shares Inc.

(Exact name of registrant as specified in its charter)

Delaware		37-1615850
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

315 E. Lake St. Suite 301,

Wayzata, MN 55391

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 877-973-9191

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

None.

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

Common Stock, $0.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 (Exchange Act) 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ 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 herein, 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-K. ☐

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (do not check if smaller reporting company)	Smaller reporting company	☒

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately $17,217 based on the closing bid price of $.02 per share as reported on the OTC Pink Marketplace.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of April 7, 2017, there were 325,974 shares of the registrant’s common stock, par value $0.0001, outstanding.

TABLE OF CONTENTS

forward-looking statements		1
part i		2
	item 1. business.	2
	item 1 a . risk factors.	8
	item 1 b . unresolved staff comments.	14
	item 2. properties.	14
	item 3. legal proceedings.	15
	item 4. mine safety disclosure.	15
Part Ii		16
	item 5. market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities.	16
	item 6. selected financial data.	17
	item 7. management’s discussion and analysis of financial condition and results of operations.	17
	item 7 a . quantitative and qualitative disclosures about market risk.	28
	item 8. financial statements and supplementary data.	28
	item 9. changes in and disagreements with accountants on accounting and financial disclosure.	29
	item 9 a . controls and procedures.	29
	item 9 b . other information.	30
part iii		31
	item 10. directors, executive officers, and corporate governance.	31
	item 11. executive compensation.	31
	item 12. security ownership of certain beneficial owners and management and related stockholder matters.	31
	item 13. certain relationships, related transactions, and director independence.	31
	item 14. principal accounting fees and services	31
part iv		32
	item 15. exhibits, financial statement schedules.	32
signatures		33
exhibit index		34

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements reflect management’s current view about future events. When used in this report, the words “anticipate,” “will,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” and similar expressions or the negative of these terms identify forward-looking statements as they relate to Minn Shares Inc., a Delaware corporation (the “Company,” “Minn Shares,” “we,” “us” or “our”), its subsidiaries or management. The forward-looking statements in this report generally relate to: our growth strategy and potential acquisition candidates, gasoline, diesel, and natural gas prices, management’s expectations regarding market trends and competition in the vehicle fuels industry, government tax credits and other incentives, and environmental and safety considerations.

Forward-looking statements are based on information available to management at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements. Such statements reflect the current view of management with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section entitled “Risk Factors” of this report) relating to the Company’s industry, its operations and results of operations, and any businesses that may be acquired by it. These factors include, among other factors:

●	supply, demand, usage and pricing of natural gas, gasoline, diesel and other alternative vehicle fuels;

●	market trends for natural gas and natural gas vehicles;

●	new technologies and improvements to existing technologies in the vehicle fuels markets;

●	management’s conclusions regarding market perceptions of the environmental, economic and safety benefits of natural gas as an alternative fuel source;

●	the availability of federal, state and local grants, rebates, tax credits, and other incentives to promote natural gas usage;

●	the impacts of environmental laws on the vehicle fuels industry; and

●	our ability to grow through the identification and acquisition of existing stations and ancillary businesses serving the natural gas industry.

Although management believes that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

PART I

Item 1. Business.

Minn Shares was incorporated in the State of Delaware on October 22, 2010 to effect the reincorporation (the “Reincorporation”) of Minn Shares Inc., a Minnesota corporation (“Minn Shares Minnesota”), in the State of Delaware. On December 1, 2010 the Company entered into an agreement and plan of merger with Minn Shares Minnesota, pursuant to which Minn Shares Minnesota was merged with and into the Company. Following the merger, Minn Shares Minnesota ceased to exist and the Company assumed all of the rights, liabilities and obligations of Minn Shares Minnesota.

Pursuant to an agreement and plan of securities exchange dated November 22, 2016 (the “Titan Exchange Agreement”), by and among Minn Shares, Titan CNG LLC, a Delaware limited liability company (“Titan”), and the holders of 100% of the outstanding equity interests of Titan, the Company acquired all of the issued and outstanding equity interests of Titan in exchange for 248,481 shares (taking into account the Company’s subsequent 50-for-1 reverse stock split) of the Company’s common stock (the “Titan Share Exchange”). The number of shares of common stock issued in the Titan Share Exchange represented approximately 91.25% of the Company’s total outstanding shares of common stock on a post-transaction basis. Accordingly, the Titan Share Exchange resulted in a change in control of the Company.

The Titan Share Exchange was accounted for as a reverse acquisition transaction. Upon completion of the Titan Share Exchange, the business plan of Titan became the business plan of the Company and all former officers of the Company resigned and were replaced by officers designated by Titan.

On November 23, 2016, the Company and Shock Inc., a Delaware corporation owned by John P. Yeros, Kirk S. Honour and Randy Gilbert (“Shock”), entered into an agreement and plan of merger whereby Shock merged with and into the Company (the “Shock Merger”), the separate corporate existence of Shock ceased, and all issued and outstanding shares of common stock of Shock were converted into 44,899 shares (taking into account the Company’s subsequent 50-for-1 reverse stock split) of the Company’s common stock.

On January 11, 2017, the Company entered into a securities exchange agreement with Environmental Alternative Fuels, LLC, a Delaware limited liability company (“EAF”), EVO CNG, LLC, a Delaware limited liability company and a wholly-owned subsidiary of EAF (“EVO”), Danny R. Cuzick (“Danny Cuzick”), Damon R. Cuzick, Theril H. Lund and Thomas J. Kiley (together with Danny Cuzick, the “EAF Members”). In accordance with the terms of the securities exchange agreement, the Company acquired all of the membership interests of EAF from the EAF Members and, in exchange, issued a promissory note in the principal amount of $3.8 million to Danny Cuzick and convertible promissory notes in the aggregate principal amount of $9.5 million to the EAF Members (the “EAF Share Exchange”).

Before the Titan Share Exchange, the Shock Merger and the EAF Share Exchange (collectively, the “Restructuring”), the Company had no or nominal operations or assets and could be considered a “shell company” as defined under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. The business and operations of Titan, Shock, EAF and EVO prior to the Restructuring currently constitute a substantial majority of the business and operations of Minn Shares. Consequently, the discussion of historical and planned operations in this report focuses, in large part, on the operations of Titan, Shock, EAF and EVO. Following the Restructuring, Minn Shares continues to be a “smaller reporting company” as defined under the Exchange Act.

On April 6, 2017, the Company effected a 50-for-1 reverse stock split of its common stock pursuant to which each 50 shares of issued and outstanding common stock became one share of common stock (the “Reverse Split”). No fractional shares were issued as a result of the Reverse Split. All references to numbers of shares of common stock and per share amounts give retroactive effect to the Reverse Split for all periods presented.

Business Overview

Minn Shares is a holding company for two operating subsidiaries, Titan and EAF, which are engaged in the business of acquiring, building and operating public and private compressed natural gas (“CNG”) fueling stations. Management of Minn Shares believes the market for fueling natural gas vehicles (“NGVs”) and other CNG applications is growing for both environmental and economic reasons and that the CNG industry in general is currently undervalued as a result of the fall in oil prices in 2014 and 2015. Despite oil having traded as low as approximately $30 per barrel and thereby compressing the price advantage natural gas has over gasoline or diesel, the number of gallon equivalents of natural gas sold in the United States in 2015 increased by approximately 25%. Management believes that, while fleet adoption to CNG has slowed relative to pre-2014 levels, the CNG market will continue to grow over the next several years. Our strategy is to acquire existing stations and ancillary businesses serving the CNG industry and to grow organically by constructing public and private CNG stations financed, in large part, by long-term customer contracts. Our management team and board of directors has significant experience in acquiring companies, including businesses in distress, and expects to use its acquisition and capital structure experience as well as its operating expertise to create value in the CNG industry.

Titan

Titan currently owns and operates two CNG fueling stations located at the following addresses:

●	24201 El Toro Road, Lake Forest, California 92630 (“Titan El Toro”); and

●	21865 Copley Drive, Diamond Bar, California 91765 (“Titan Diamond Bar”).

Titan opened its Titan El Toro station in in February 2015 and began operations of its Titan Diamond Bar station under a lease agreement with the State of California South Coast Air Quality Management District (“SCAQMD”) in March 2016. Titan also currently is constructing a private station for Walters Recycling & Refuse in Blaine, Minnesota, which management expects will operate under a seven-year, take-or-pay contract. Management expects the station to commence operations by May 31, 2017.

EAF

EAF was originally organized on March 28, 2012 under the name “Clean-n-Green Alternative Fuels, LLC” in the State of Delaware. Effective May 1, 2012, EAF changed its name to “Environmental Alternative Fuels, LLC.” EVO, EAF’s wholly owned subsidiary, was originally organized in the State of Delaware on April 1, 2013 under the name “EVO Trillium, LLC” and subsequently changed its name to “EVO CNG, LLC” effective March 1, 2016. Together, EAF and EVO operate six compressed natural gas fueling stations located in California, Texas, Arizona and Wisconsin. The fueling stations are located at the following addresses:

●	8301 West Sherman Street, Tolleson, Arizona 85353 (“EAF Tolleson”);

●	7155 South 1st Street, Oak Creek, Wisconsin 53154 (“EAF Oak Creek”);

●	9695 Weichold Road, Converse, Texas 78109 (“EAF San Antonio”);

●	6900 East Rosedale Street, Ft. Worth, Texas 76109 (“EAF Lake Arlington”);

●	3575 Wineville Avenue, Jurupa Valley, California 91752 (“EAF Jurupa Valley”); and

●	5200 East Loop 820 South, Fort Worth, Texas 76112 (“EAF Fort Worth”).

Management has identified several other CNG fueling stations as potential acquisition targets, and both Titan and EAF are actively pursuing a number of acquisition opportunities to expand our network of CNG fueling stations.

Market Overview

Management believes that there is an immediate opportunity to capture market share in the growing U.S. natural gas vehicle fueling market. According to the United States Department of Energy, in January 2017, natural gas was selling at retail in the United States at approximately $2.11 per gas gallon equivalent (“GGE”) while gasoline and diesel were selling for approximately $2.32 and $2.58 per gallon, respectively. Management expects this disparity to remain intact for the foreseeable future, which would create a strong economic incentive for vehicle operators to switch to CNG. In addition, CNG is a significantly cleaner fuel than is gasoline or diesel and creates less engine wear, thereby making its use even more desirable. As of April 2017, there were approximately 950 public CNG stations in the United States based on information published by the Department of Energy, compared to over 127,000 gasoline stations across the country according to the Association for Convenience and Fuel Retailing. The number of total CNG stations has been growing at a compound annual growth rate of 14% since 2009. This creates an obvious growth opportunity in the U.S. as fleets seek to lower operating costs, reduce emissions, and meet sustainability goals.

Management believes that the natural gas industry is ripe for growth in the United States. According to NGV Journal, a natural gas trade publication, as of 2016 there were more than 22.4 million natural gas vehicles in the world. Global usage of natural gas vehicles has grown at a compound annual growth rate of 21.6% for the last decade. The United States currently has approximately 250 million total vehicles in operation, of which approximately 150,000 consist of natural gas vehicles. The United States is home to abundant proven reserves and a low cost of domestically produced natural gas. As a result, management expects the United States to experience rapid growth in the NGV and natural gas industries for the foreseeable future.

Approximately 44 billion gasoline gallon equivalents are consumed by fleet customers in the United States annually. The United States Energy Information Administration’s Annual Energy Outlook 2014 report estimates that the heavy truck market will consume 12 billion diesel gallon equivalents (“DGEs”) annually in the United States by 2040. Natural gas currently represents less than 0.1% of the fuel consumed by the fleet industry, which management views as the largest segment of our current target market.

Traditional natural gas produces up to 21% less greenhouse gases than gasoline and diesel on a well-to-wheels basis according to NGVAmerica, a national organization dedicated to the natural gas vehicle industry. Renewable natural gas can achieve a reduction in greenhouse gases of greater than 100% according to Argonne National Laboratory. At the same time, CNG produces over 90% fewer particulate emissions than diesel according to the Department of Energy. Several municipalities are encouraging the use of natural gas trucks to promote cost savings and quieter, cleaner operations in urban settings.

The United States was the largest producer of natural gas in the world with 324.3 trillion cubic feet of proven reserves at December 31, 2015 and 2015 production of 29.3 trillion cubic feet of natural gas, representing over 20% of the global output according to the U.S. Energy Information Administration. Management expects that corporations and state and local governments in the United States seeking a long-term, reliable, and stably priced transportation fuel source will increasingly look to natural gas as an alternative and viable solution to gasoline and diesel.

Historically, the federal government and numerous state and local governments have offered grants and tax rebates, and have passed regulations promoting the use of natural gas as an alternative vehicle fuel source. In addition, many state and local governments operate natural gas vehicles and have become anchor customers for public CNG stations to promote CNG usage. While the federal Volumetric Excise Tax Credit, which was designed to promote natural gas usage in the United States, expired in December 2016, management expects federal, state and local governments to offer similar tax credits and other incentives moving forward to promote the use of natural gas due to its economic, safety and environmental benefits.

Natural gas is considered safer than petroleum products because natural gas dissipates into the air when spilled, which significantly reduces the risk of fire caused by spilled fuel. Natural gas ignites at very high temperatures and a very narrow oxygen concentration band, making it less ignitable than gasoline. Also, CNG poses a lesser threat of soil or groundwater contamination as it is stored in above-ground tanks.

The United States has a robust natural gas distribution infrastructure that supplies gas to consumers for purposes of home heating and electrical power generation. Large-diameter, high-pressure gas lines provide natural gas throughout most parts of the country. While pipelines are in place, there are still very few retail CNG fueling stations. California is the current industry leader in developing CNG stations as part of its clean air initiative. However, as of October 2016 there were only approximately 950 public CNG stations and approximately 800 private stations in the United States.

Management believes the opportunity for natural gas as a vehicle fuel source is sustainable and growing in the United States. In particular, fleets, especially those operated by large corporations, are continuing to convert vehicles to run on natural gas as opposed to gasoline or diesel for both environmental and economic reasons. We believe that these trends will continue for the foreseeable future.

Competition

The vehicle fuels market is highly competitive and in a state of rapid development. As a smaller provider of alternative vehicle fuels, we face numerous barriers to market entry. We compete directly with other operators of CNG fueling stations and indirectly with gasoline, diesel and other alternative vehicle fuels markets, including but not limited to ethanol, biodiesel, LNG, hydrogen, hybrid and electric vehicle markets. Gasoline and diesel producers and providers own a vast majority of the market share of the vehicle fuels industry. New developments and improvements to existing technologies continue to create volatility in the alternative fuels markets. Many of our competitors in the gasoline, diesel, and alternative fuels industries have access to greater financial and other resources than Minn Shares. Demand for natural gas in the vehicle fuels industry is subject to price considerations, reliability, availability, convenience and accessibility, environmental considerations, government incentive programs, and safety considerations, among other factors.

We compete directly with both private and public operators of CNG fueling stations. The private market for CNG fueling solutions is currently served by a few larger operators and a number of smaller operators with a few stations. The following are the primary competitors of Minn Shares serving the CNG market:

●	Large competitors, including Clean Energy, TruStar, Love’s Travel Stops (formerly Trillium), and U.S. Gain;

●	Smaller competitors, including CNG 4 America, Questar Fueling, Clean N’ Green, IGS CNG Services, Freedom CNG, Sparq, and Piedmont Natural Gas; and

●	Public operators of CNG fueling stations, including state and local governments.

Strategy

Our goal is to capitalize on the current and anticipated growth in the use of natural gas vehicle fuels and to advance our leadership position in the vehicle fuels market. To achieve this end, we are pursuing the following strategies:

●

Acquire existing CNG stations . Minn Shares intends to identify, analyze, and acquire CNG fueling stations, with a particular focus on stations in the Midwest, West and Southwest regions of the United States. We will seek to acquire CNG fueling stations that have demonstrated or anticipated above-average sales growth and profit potential. Management analyzes potential acquisition targets based on a set of assessment criteria, which includes the following factors:

	●	demographic markets and geographic suitability;

	●	status of station performance;

	●	potential upside in performance improvement;

	●	sales efficiency processes and resources; and

●

service market penetration opportunity.

As we identify specific acquisition targets, management will analyze each targeted CNG station to determine if it is a suitable acquisition target. If we determine that a potential target meets our criteria, then we will move toward more formal discussions with the target’s ownership. Once negotiations are completed and acquisition documents, including any financing documents, are finalized, we will complete the transaction and begin to implement our operating plans with respect to the acquired station.

●	Open public stations on the back of anchor fleet customers . We target high-volume fleet customers such as public transit, refuse haulers, regional trucking companies, vehicle fleets that serve airports and seaports and large national companies with distribution and service vehicles. For example, the Titan Diamond Bar station serves the SCAQMD as an anchor customer.

●	Open private stations serving fleets under take-or-pay contracts . We intend to leverage our expertise in building and operating CNG stations by serving fleet customers that wish to have their own private station to fuel vehicles overnight using a time-fill system and during the day with a fast-fill capability. The Walters Recycling & Refuse station is being built solely for Walters’ use, and Walters has agreed to purchase a minimum of 144,000 GGEs of fuel from us per year under a seven year contract.

●	Emphasize superior customer service . We work closely with our customers to understand their specific needs and provide relevant solutions.

Our Target Customers

We target corporate and government fleet customers. Our initial focus is on fleet customers with vehicles that run the same or similar routes each day. We believe that these customers will benefit most immediately from the economic advantages available through CNG usage. Specific types of fleets targeted are:

Corporate Fleets:

Class 8 Truck Fleets: Management believes the largest market for CNG is in the Class 8 truck market. Class 8 trucks use more fuel than any other class of vehicle. With more and more trucking operators running dedicated routes for shippers, the Class 8 market will make the biggest impact on adoption of CNG.

Waste Haulers: Management believes that waste haulers are a natural target market for CNG. A typical garbage truck has a fuel economy of two to three miles per gallon and returns to its base each day, making the base a logical location for a CNG fueling station. Republic Services and Waste Management, the two largest refuse fleet operators in the United States, have both converted significant portions of their fleets to natural gas.

Oilfield Service Fleets: Oilfield service truck fleets operate in an out-and-back model that we believe is well-suited for a home depot refueling option.

Local Day Job Fleets: We believe that local jobbers that are high mileage users in a defined location represent an excellent target market.

Airport Shuttle Buses: Shuttle bus fleets can leverage common infrastructure around an airport and off-the-shelf engine conversion options.

Government Fleets:

City Buses: Many municipalities, such as Los Angeles, California operate buses that run on CNG.

Municipal Trash Haulers: The same opportunity exists here as for corporate fleets.

Other Government Fleets: Federal, state and local governments operate a wide range of fleet vehicles and could benefit from the economic and environmental advantages of NGVs.

Tax Rebate Opportunity

Historically, the federal government offered a Volumetric Excise Tax Credit (“VETC”) enabling the Company to receive a tax credit of $.50 per GGE of CNG sold for vehicle fuel use. The VETC was first offered on October 1, 2006 and expired December 31, 2016. Although we previously availed ourselves of the VETC, our business is not dependent on tax credits, grants, or other incentives from federal, state or local governments. However, when available, we plan to pursue actively federal and state tax credits and other incentives to lower development and operating costs.

Principal Customers & Suppliers

When assessing prospective locations for new CNG fueling stations, we often target high-volume fleet operators to serve as anchor customers at the stations. Once an anchor-customer relationship has been established, we typically seek to minimize construction and sourcing costs by tapping into existing natural gas pipeline infrastructure to supply the customer’s CNG needs. Consequently, we often have a principal customer at our CNG fueling stations.

Titan El Toro . The Titan El Toro fueling station does not have an anchor customer, but rather serves a variety of retail customers including AT&T vans, waste haulers, school buses, taxis and commuters.

Titan Diamond Bar . The Titan Diamond Bar station was constructed primarily to meet the fueling needs of the SCAQMD (State of California South Coast Air Quality Management District). However, the station services existing and new retail customers as well.

Titan Blaine. Once operational, management expects Titan’s new facility in Blaine, Minnesota to service the CNG demands of Walters Recycling & Refuse.

EAF Tolleson . Our primary customers at the EAF Tolleson station are Swift Transportation Co. (“Swift”) and Frito Lay. EAF entered into an incremental natural gas facilities agreement dated February 24, 2014 with Southwest Gas Corporation (“Southwest Gas”). Under the terms of the agreement, Southwest Gas agreed to install a pipeline connecting the station to its existing infrastructure at no upfront cost to EAF, and EAF agreed to use Southwest Gas to transport natural gas to the station through its infrastructure. The term was originally five years but has since been modified to be ten years. Each year of the ten-year term, EAF is required to make a payment to Southwest Gas equal to $70,565 minus the amount of delivery and demand charges paid by EAF during the applicable contract year. EAF is required to provide financial security in the form of a letter of credit originally in the amount of $510,763, which amount decreases each year during the term of the agreement and was equal to $306,458 as of December 31, 2016.

EAF Oak Creek. EAF entered into a fuel purchase agreement dated January 11, 2013 with Sheehy Mail Contractors, Inc. (“Sheehy”) to sell CNG to Sheehy at its EAF Oak Creek fueling station, which opened in December of 2013, at agreed upon prices set forth in the agreement. The initial four-year term expires in December 2018, but management expects to extend the term of the agreement. Integrys Energy Services – Natural Gas, LLC agreed to supply natural gas to the station pursuant to a master retail gas sales agreement with EVO dated November 1, 2013 and a related confirmation agreement dated January 27, 2015. The initial term of the agreement with Integrys Energy Services – Natural Gas, LLC expires February 2019.

EAF Jurupa Valley . Our principal customer at the EAF Jurupa Valley station is Swift. Swift owns the real estate underlying the EAF Jurupa Valley station and leases the property to EVO pursuant to an oral month-to-month lease agreement. Under the terms of the lease agreement, EVO agreed to construct a CNG fueling station and to make provisions for the installation of a natural gas supply line to the property in order to meet Swift’s CNG fueling needs. EVO entered into a line extension contract dated April 3, 2014 with Southern California Gas Company to serve as the supplier of CNG to the station. Southern California Gas Company agreed to install a pipeline connecting its existing infrastructure to the northwest border of the EAF Jurupa Valley property at no cost to EVO or Swift, provided that at least 2.4 million DGE is pumped in any 12-month period during the first three years of operation. EVO agreed to pay $290,000 for installation of a pipeline across the property to connect the fueling station to the new line laid by Southern California Gas Company.

EAF San Antonio. EAF entered into an agreement with Central Freight Lines, Inc. (“Central Freight”) to sell CNG to Central Freight at the EAF San Antonio station at agreed upon prices set forth in the agreement. The agreement has an initial term of five years expiring September 2018. To meet Central Freight’s CNG needs, EAF entered into a natural gas service and pipeline agreement dated November 12, 2014 with LDC, llc (“LDC”), pursuant to which LDC agreed to construct a pipeline and deliver natural gas to EAF at the station. EAF agreed that LDC will be its exclusive supplier of natural gas at the facility.

EAF Fort Worth. Central Freight is also our principal customer at the EAF Fort Worth Facility. The fuel purchase agreement for the EAF Fort Worth station has an initial four-year term expiring April 2019, and EAF agreed to supply CNG to Central Freight at agreed upon prices set forth in the fuel purchase agreement.

EAF Lake Arlington. EAF Lake Arlington is a station that management believes is positioned to provide excellent virtual pipeline opportunities. It is in a highly industrialized area and management believes that there is great potential to be able to use the station to transport natural gas to customers that may not be able to get natural gas at their facilities due to pipeline constraints.

Government Regulation and Environmental Matters

We are subject to regulation under federal, state and local laws related to permitting and licensing, environmental health, accidental release prevention, above-ground storage tanks, hazardous waste and hazardous materials, and station design, among other subject areas. Management believes the Company is in material compliance with all regulatory and environmental compliance requirements. Regulatory compliance costs are difficult to estimate but historically have not had a material effect on our capital expenditures, earnings or competitive position .

Employees

We currently have three full-time employees. Refer to the discussion under the headings “Executive Officers” and “Executive Compensation” in our proxy or information statement for the 2017 Annual Stockholder Meeting for biographical and compensation information about our employees.

Item 1A. Risk Factors.

Investing in the Company’s common stock involves a high degree of risk. In addition to the other information set forth in this annual report on Form 10-K, you should carefully consider the factors discussed below when considering an investment in our capital stock. If any of the events contemplated by the following discussion of risks should occur, our business, results of operations and financial condition could suffer significantly. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business.

Risks Related to the Company

We have a limited operating history on which to base an investment decision.

Titan was organized in 2012 and opened its first CNG station in February 2015. EAF was organized on March 28, 2012 and opened its first CNG station in December 2013. Thus, we are subject to all the risks associated with any business enterprise with a limited operating history. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of operation, especially in a relatively nascent and capital intensive industry such as ours. We have a limited operating history for you to consider in evaluating our business and prospects. When evaluating our business and prospects, you must consider the risks, expenses and difficulties that we may encounter as a young company in a rapidly evolving consumer market. These risks include, but are not limited to :

●	we need to develop, protect and market our CNG stations/services successfully;

●	we need to implement and successfully execute our sales and marketing strategies;

●	we need to manage our rapidly developing and changing operations;

●	we may require additional capital to acquire or develop additional CNG stations;

●	fleet and consumer vehicle preferences are subject to change; and

●	we need to recruit, build, retain and manage a larger management team.

We will need substantial additional capital to fund our growth plans and operate our business.

We require substantial additional capital to fund our planned marketing and sales activities, to achieve profitability and to otherwise execute on our business plan. The most likely sources of such additional capital include private placements and public offerings of shares of our capital stock, including shares of our common stock or securities convertible into or exchangeable for our common stock, debt financing or funds from potential strategic transactions. We may seek additional capital from available sources, which may include hedge funds, private equity funds, venture capitalists, lenders/banks and other financial institutions, as well as additional private placements. Any financings in which we sell shares of our capital stock will likely be dilutive to our current stockholders. If we raise additional capital by incurring debt a portion of our cash flow would have to be dedicated to the payment of principal and interest on such indebtedness. In addition, typical loan agreements also might contain restrictive covenants that may impair our operating flexibility. Such loan agreements, loans, or debentures would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of our stockholders. A judgment creditor would have the right to foreclose on any of our assets resulting in a material adverse effect on our business, operating results or financial condition.

Our ability to raise additional capital may depend in part on our success in meeting station development, sales and marketing goals. We currently have no committed sources of additional capital and there is no assurance that additional financing will be available in the amounts or at the times required, or if it is, on terms acceptable or favorable to us. If we are unable to obtain additional financing when and if needed, our business will be materially impacted and you may lose the value of your entire investment.

If we do not obtain sufficient additional capital or generate substantial revenue, we may be unable to pursue our objectives. This raises doubt related to our ability to continue as a going concern.

Our independent registered public accounting firm has included an explanatory paragraph in their opinion that accompanies our audited financial statements as of and for the year ended December 31, 2016, indicating that our accumulated deficit raises doubt about our ability to continue as a going concern. If we are unable to improve our liquidity position we might be unable to continue as a going concern. This could significantly reduce the value of our investors’ investment in the Company.

We may incur significant costs to comply with public company reporting requirements and other costs associated with being a public company.

We may incur significant costs associated with our public company reporting requirements and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. As a public company, we are required to comply with rules and regulations of the SEC, including expanded disclosure and more complex accounting rules. We will need to implement additional finance and accounting systems, procedures and controls as we grow to satisfy these reporting requirements. In addition, we may need to hire additional legal and accounting staff to enable us to comply with these reporting requirements. These costs could have an adverse effect on our financial condition and limit our ability to realize our objectives.

We may not be able to meet the internal control reporting requirements imposed by the SEC.

As directed by Section 404 of the Sarbanes-Oxley Act, the SEC adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. While we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. If we are unable to timely comply with all of these requirements, potential investors might deem our financial statements to be unreliable and our ability to obtain additional capital could suffer.

In planning and performing its audit of the consolidated financial statements of the Company as of December 31, 2016, EKS&H LLP, the independent registered public accounting firm of the Company, identified a number of deficiencies in internal control that it considered to be material weaknesses and other deficiencies that it considered to be significant deficiencies. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies in internal controls, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. As a result, we will be required to expend significant resources to develop the necessary documentation and testing procedures required by Section 404, and there is a risk that we will not comply with all of the necessary requirements. If we cannot remediate the material weaknesses in internal controls identified by our current and former independent registered public accounting firms or if we identify additional material weaknesses in internal controls that cannot be remediated in a timely manner, investors and others with whom we do business may lose confidence in the reliability of our financial statements, and in our ability to obtain equity or debt financing could suffer.

Our business faces intense competition.

There are numerous other companies that presently compete with us in the CNG fleet fueling station market, such as Clean Energy Fuels, Trillium, TruStar and U.S. Gain amongst others. Many of the companies that compete or may compete with us have greater market exposure, personnel, and financial resources than we do. We also face competition in many of the markets where we operate or intend to operate from natural gas utilities that operate public CNG stations. These utilities have a lower cost of capital and easier access to natural gas lines than we do. There can be no assurance that the Company’s plans for marketing our services will be successful, or that the Company will maintain or grow its share of the highly competitive CNG fleet fueling market.

Our near-term results of operations are dependent on sales from our existing CNG stations.

Our near-term financial success and revenue will result entirely from marketing our services at our existing CNG stations, which will generate all of our near-term net sales. Thus, our financial performance remains dependent on these stations’ success. We may not be able to complete the development of the Titan Blaine Station for economic or other reasons, which would make us more dependent on our existing locations going forward.

We partially funded the construction of certain of our fueling stations using grant funds that we are required to repay if we do not satisfy certain operational metrics.

Titan received grants in the amount of $450,000 in 2013 from the California Energy Commission (“CEC”) to provide funds to assist in the construction and equipping of our Titan El Toro station. We used the grant funds to complete the construction of our Titan El Toro station as contemplated in the grant agreement. The project was completed by an affiliate of the Company, as defined in the grant agreement. The grant proceeds are subject to repayment if we do not satisfy certain operational metrics contained in the grant agreement through September 2018. We believe that we can satisfy these objectives, although we cannot provide assurance that we will succeed in satisfying them. In addition, the use of an affiliate of the Company on the project could be construed as requiring an amendment to the grant agreement or consent from the CEC, neither of which has been obtained by the Company. Our financial condition could be materially adversely affected if we are required to repay the grant proceeds that we used to construct our Titan El Toro station. In addition, EVO received grants in the amounts of $400,000 and $100,000 to assist in the construction and equipping of our EAF San Antonio and EAF Fort Worth stations, respectively. The grants must be repaid if EVO sells, transfers, destroys or otherwise loses title, possession, ownership or control of the equipment funded with the grants during the terms of the respective grant agreements.

Many of the key personnel on which we depend to operate our company provide their services to us on a part-time basis and have other business or employment obligations.

Our ability to execute our business plans and objectives depends, in large part, on our ability to attract and retain qualified personnel. Competition for personnel is intense and there can be no assurance that we will be able to attract and retain personnel. In particular, we are presently dependent upon the services of our management team and founder members, most of whom are part-time. John Yeros, chief executive officer, Damon Cuzick, chief operating officer, and Kirk Honour, president, are the only full-time members of our management team. Our inability to utilize their services could have an adverse effect on us and there would likely be a difficult transition period in finding replacements for any of them. The execution of our strategic plan will place increasing demands on our management and operations. There can be no assurance that we will be able to effectually manage any expansion of our business. Management’s inability to manage our growth effectively could have a material adverse effect on our business, financial condition and results of operations.

We are controlled by our current executive officers, directors and principal stockholders.

Our executive officers, directors and principal stockholders beneficially own a substantial majority of our outstanding common stock. Accordingly, our executive officers, directors and principal stockholders will have the ability to exert substantial influence over our business affairs, including electing directors, appointing officers, determining officers’ compensation, issuing additional equity securities or incurring additional debt, effecting or preventing a merger, sale of assets or other corporate transaction and amending our articles of incorporation.

We may not successfully manage our planned growth.

We plan on expanding our business through developing additional CNG refueling facilities. Any expansion of operations we may undertake will entail risks and such actions may involve specific operational activities that may negatively impact our profitability. Consequently, investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to us at that time, and (ii) management of such expanded operations may divert management’s attention and resources away from its existing operations. These factors may have a material adverse effect on our present and prospective business activities.

Our business is dependent on fluctuating oil prices and general U.S. economic conditions.

Demand for our products is dependent on fluctuating oil prices. Generally, if the price of oil is high, then we expect more demand for CNG, which costs less than gasoline or diesel fuels derived from oil. On the other hand, if oil prices are lower, then we expect that potential users of CNG may feel less compelled to use CNG-fueled vehicles, lowering demand for CNG. Several economic and other factors can cause fluctuations in the price of oil, such as economic recession, inflation, unemployment and interest rates. Such changing conditions could reduce demand in the marketplace for our services. We have no control over these macroeconomic trends or the price of crude oil. Moreover, our operating results may fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns of customers, partner requirements, competitive pricing, debt service and principal reduction payments and general U.S. economic conditions. Consequently, our revenues may vary by quarter, and our operating results may experience resulting fluctuations that may be material.

RISKS RELATED TO THE CNG INDUSTRY

Our success depends on the continued adoption of natural gas as a vehicle fuel.

We solely serve operators of natural gas vehicles. Our business model is predicated on the continued purchase of natural gas by existing customers and on the expectation that fleets and other customers will operate more vehicles on natural gas in the future and that new customers will come to our public stations in the future. In the event that demand for CNG does not increase, or even decreases, we will be unlikely to achieve our forecasted results. Reasons for a decrease in demand for CNG could include significant decreases in oil prices or increases in natural gas prices, changes in regulations, alternative technologies being deemed as superior, lack of availability of NGVs and engines for conversion, lack of availability of vehicle servicing and a reduction in the number of CNG stations in the U.S.

There are a limited number of original manufacturers producing NGVs and NGV fuel tanks, which limits our customer base and sales.

There are a limited number of original equipment manufacturers of NGVs and the engines, fuel tanks and other equipment required to upfit a gasoline or diesel engine to run on natural gas. In the past, manufactures of NGVs have entered the market and then stopped production of NGVs. If existing customers are unable to replace their natural gas vehicles or new customers are unable to obtain NGVs, our business will be adversely affected.

Our business is dependent on Class 8 truck use of CNG continuing to develop, which might not happen.

We believe the execution of our strategy is dependent on the development of a meaningful market in the U.S. for heavy-duty natural-gas trucks. Natural gas equipment manufacturers may not produce engines or tanks in the quantities we expect and Class 8 fleet operators may not adopt CNG as rapidly as we expect. If this were to occur, our results would be negatively impacted.

Government incentives promoting CNG may be reduced or eliminated.

We received state government grants to assist us in building our Titan El Toro, EAF San Antonio and EAF Fort Worth stations and many of our customers received tax incentives to offset part or all of the additional up front cost to acquire NGVs or convert vehicles to run on natural gas. In addition, many states offer waivers on vehicle weight to allow for NGVs to operate. These and other incentives may not continue. The federal government’s VETC tax credit program expired December 31, 2016. If the VETC tax credit program is not renewed or if other government incentives are discontinued, our business may be adversely affected.

Improvements in technologies relating to gasoline and diesel emission reduction or in electric vehicle power could reduce NGV demand.

We believe that our customers operate NGVs in part due to the lower emissions relative to gasoline and diesel, yet higher power relative to electric or other alternative fuel vehicles. In the event that technologies are developed that either reduce the emissions in gasoline and diesel powered vehicles or improve the operating capabilities of electric, solar, or other alternative fuel technology vehicles, the demand for NGVs could be significantly reduced. Any such reduction in the demand for NGVs will adversely affect our financial performance.

Our station development could be delayed or have cost overruns due to permitting processes or lack of availability of suitable properties.

We rely on acquiring or leasing suitable properties on which to build our CNG stations. In addition, we are required to obtain a number of permits from various government agencies in order to build and operate our stations. Any inability to find suitable properties in a timely manner and with the right value proposition, or a delay in permitting or a requirement to change our architectural and engineering plans to obtain permits could adversely affect our business.

Breaches in information technology security could harm our business.

In the event that our networks and data are compromised by hackers or other external threats, our ability to operate our business could be harmed. In addition, if our customer data is stolen, we may lose customers. In any such event or related event, our business could be materially harmed or damaged.

Government customers could be subject to reduced funding or a change in mission.

We serve the State of California South Coast Air Quality Management District (“SCAQMD”) as a customer at our Titan Diamond Bar station, and will continue to seek long-term CNG contracts with various federal, state and local government entities. If these government agencies no longer receive funding or there is a change in their mission, we may lose them as customers which may adversely affect our business.

CNG stations could experience safety issues.

Our stations operate under high pressure and could potentially explode or catch on fire and cause death or injury. If this were to occur, we could face liabilities that could negatively impact our business.

Our business is subject to various government regulations that could change in a way that harms our business.

Various aspects of our business are regulated by a variety of federal, state and local government agencies. Compliance with these regulations is difficult and costly. In addition, these regulations change frequently and may become more onerous or costly to comply with. Our failure to comply with these regulations or adjust to regulatory changes could result in costly monetary penalties or prohibit us from providing services to government entities, either of which would negatively impact our business.

Risks Related to Our Securities

Because we were considered to be a shell company under applicable securities rules, investors might not be able to rely on the resale exemption provided by Rule 144 of the Securities Act and might therefore be unable to resell their shares.

We were considered to be a “shell company” under Rule 405 of Regulation C of the Securities Act. A "shell company" is a company with either no or nominal operations or assets, or assets consisting solely of cash and cash equivalents. Pursuant to Rule 144, one year must elapse from the time a company ceases to be a “shell company” before a restricted shareholder can resell their holdings in reliance on Rule 144. Under Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. As a result, our investors are not allowed to rely on Rule 144 of the Securities Act for a period of one year from the filing date of our Current Report on Form 8-K filed with the SEC on November 29, 2016. Because investors may not be able to rely on an exemption for the resale of their shares other than Rule 144, and there is no guarantee that we will continue to file all reports and material required to be filed under applicable rules and regulations of the SEC, they may not be able to re-sell their shares in the future.

There is no established trading market for our common stock, and our stockholders may be unable to sell their shares.

There is no established market, private or public, for any of our securities and there can be no assurance that a trading market will ever develop or, if developed, that it will be maintained. There can be no assurance that the Company’s stockholders will ever be able to resell their shares.

Our common stock is subject to the “penny stock” rules of the SEC, which restrict transactions in our stock and may reduce the value of an investment in our stock.

Our common stock is currently regarded as a “penny stock” because our shares are not listed on a national stock exchange or quoted on the NASDAQ Market within the United States and our common stock has a market price less than $5.00 per share. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide a customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, to make a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's written agreement to the transaction. To the extent these requirements may be applicable; they will reduce the level of trading activity in the secondary market for our common stock and may severely and adversely affect the ability of broker-dealers to sell our common stock.

We have never paid and do not expect to pay cash dividends on our shares.

We have never paid cash dividends, and we anticipate that any future profits received from operations will be retained for operations. We do not anticipate the payment of cash dividends on our capital stock in the foreseeable future and any decision to pay dividends will depend upon our profitability, available cash and other factors. Therefore, no assurance can be given that there will ever be any cash dividend or distribution in the future. See “Dividend Policy.”

We may in the future issue additional shares of our common stock which would reduce investors’ ownership interests in us and which may dilute our share value.

Our certificate of incorporation authorizes the issuance of 110,000,000 shares consisting of: (i) 100,000,000 shares of common stock, par value $0.0001 per share; and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. The future issuance of all or part of our remaining authorized common stock or preferred stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

The Company’s certificate of incorporation permits the board of directors to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring the Company in a manner that might result in a premium price to the Company’s stockholders.

The Company’s board of directors, without any action by the Company’s stockholders, may amend the Company’s certificate of incorporation from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that the Company has authority to issue. The board of directors may also classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption of any class or series of stock. Thus, the board of directors could authorize the issuance of preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of the Company’s common stock. Preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of the Company’s common stock.

Item 1B. Unresolved Staff Comments.

As a smaller reporting company, Minn Shares is not required to provide disclosure under this item.

Item 2. Properties.

Minn Shares does not currently have a physical office location, but rather utilizes the office space and equipment of its management at no cost to the Company. Management estimates such amounts to be immaterial. Through its subsidiaries, Titan and EAF, Minn Shares owns and operates eight natural gas fueling stations located in California, Texas, Arizona and Wisconsin.

Titan

Titan operates two fueling stations—Titan El Toro and Titan Diamond Bar—located in California and currently has one additional station under construction in Blaine, Minnesota.

Titan El Toro . Titan opened the Titan El Toro fueling station in February 2015. The station is located conveniently off of Interstate 5 on El Toro Road in Lake Forest, California and features a high fill rate compressor with four dispensers. The station serves a variety of retail customers including AT&T vans, waste haulers, school buses, taxis and commuters. We received $450,000 from the State of California in the form of grants to assist with the development of the station, which was constructed at a total cost of approximately $2 million.

Titan leases the property for the Titan El Toro station pursuant to a lease agreement dated February 24, 2014 between Titan and Grace Whisler Trust and Whisler Holdings LLC. The lease covers approximately 17,550 rentable square feet and has an initial 5-year term that commenced in July 2014 and expires in February 2019. The lease contains one renewal option for sixty months and a base rent ranging from $10,000 to $11,604 per month through the term of the lease. In addition, the lease requires us to pay certain maintenance and operating expenses, including all costs to maintain and repair the roof and structure of the building.

Titam Diamond Bar . Titan began operating the Titan Diamond Bar station in March 2016. The station is currently fueling 10,000 GGEs per month. The SCAQMD is an ongoing customer, and we serve existing and new retail customers as well. The location of this station is about 30 minutes away from Titan El Toro.

Titan leases the property for the Titan Diamond Bar station pursuant to a lease agreement effective December 13, 2015 between the SCAQMD and Titan Diamond Bar LLC, a wholly-owned subsidiary of Titan. The lease covers approximately 10,000 rentable square feet and has an initial 5-year term that commenced in December 2015 and expires in December 2020. The lease provides for a base rent of $1 for the entire term of the lease, and the SCAQMD has the right to extend the lease for a period not to exceed five years commencing January 1, 2021. Pursuant to the lease, Titan Diamond Bar LLC supplies the SCAQMD with CNG based on actual costs of CNG fuel, including costs for natural gas and electricity, federal and state of California excise taxes plus a fixed fee not to exceed $0.50 per gas gallon equivalent (“GGE”).

Titan Blaine . Titan has one additional station under development in Blaine, Minnesota that will serve Walters Recycling & Sanitation as an anchor customer. Management expects the station to commence operations by May 31, 2017.

EAF

EAF, through its wholly owned subsidiary, EVO, operates six natural gas fueling stations located in California, Texas, Arizona and Wisconsin. EAF owns the real property at the EAF Tolleson, EAF Oak Creek, EAF San Antonio and EAF Lake Arlington stations and leases the properties to EVO under the terms of oral leases for one-time payments of $1.00. The EAF Tolleson, EAF Oak Creek, EAF San Antonio and EAF Lake Arlington properties are each subject to two mortgages related to the Convertible Notes and the Senior Promissory Note as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Annual Report on Form 10-K. The property underlying the EAF Jurupa Valley and EAF Fort Worth stations is leased by EVO from third parties.

EAF Jurupa Valley . EVO leases the property for the Jurupa Valley station from Swift Transportation Co. under the terms of a month-to-month oral lease for a one-time payment of $1.00.

EAF Fort Worth . EVO leases the property for the EAF Fort Worth station from Central Freight under a lease agreement with an initial 10-year term expiring December 2023. Base rent payable by EVO for the initial term consists of a one-time payment equal to $1. Under the terms of the lease, EVO agreed to install and maintain at its own cost a natural gas fuel line, compressors, operating equipment, storage tanks, dispensers and any other equipment necessary to supply the CNG fueling needs of fleet vehicles owned by Central Freight.

We believe all of our properties are suitable and adequate for current operating needs.

Item 3. Legal Proceedings.

There are presently no material pending legal proceedings to which Minn Shares or any of its subsidiaries or any executive officer, director, owner of record or beneficial owner of more than five percent of any class of voting securities of Minn Shares, or any of their associates is a party or as to which any of their property is subject, and no such proceedings are known to Minn Shares to be threatened or contemplated against them.

Item 4. Mine Safety Disclosure.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Common Stock

Our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share. Minn Shares common stock trades under the symbol “MSHS” on the OTC Pink Marketplace maintained by the OTC Markets Group Inc.

The following table sets forth, for the calendar quarters indicated, the reported high and low bid quotations per share of Minn Shares common stock as reported on the OTC Pink Marketplace, all adjusted to account for the Reverse Split. Such quotations reflect inter-dealer quotations without retail mark-up, markdowns or commissions, and may not necessarily represent actual transactions. Trading in stocks quoted on the OTC Pink Marketplace is often limited and characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. Bid quotations for shares of Minn Shares common stock have been limited historically, and we cannot assure you that an active trading market for Minn Shares common stock will develop in the future.

	High		Low

Fiscal Year Ended December 31, 2015

First Quarter	$	8.00	$	0.50
Second Quarter	$	5.00	$	2.00
Third Quarter	$	5.00	$	2.50
Fourth Quarter	$	2.50	$	2.50

Fiscal Year Ended December 31, 2016

First Quarter	$	2.50	$	2.50
Second Quarter	$	6.00	$	1.00
Third Quarter	$	3.00	$	1.00
Fourth Quarter	$	48.00	$	2.00

As of April 7, 2017, there were approximately 175 holders of record of our common stock.

Preferred Stock

Our certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $0.0001 per share. The Company has not yet issued any of the preferred stock.

Dividend Policy

Minn Shares has not paid any cash dividends since inception and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company’s business.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our board of directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6. Selected Financial Data.

As a smaller reporting company, Minn Shares is not required to provide disclosure under this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statement Regarding Forward-Looking Information

This report contains forward-looking statements. All statements other than statements of historical facts included in this Annual Report on Form 10-K, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”, “should”, or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements.

Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Annual Report on Form 10-K to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Background and Recent Developments

Minn Shares Inc., a Delaware corporation (“Minn Shares”), was incorporated in the State of Delaware on October 22, 2010. Since December 2001, Minn Shares has not engaged in any business activities other than for the purpose of collecting and distributing its assets, paying, satisfying and discharging any existing debts and obligations and doing other acts required to liquidate and wind up its business and affairs. The business purpose of the Company was to seek the acquisition of or merger with an existing company.

Securities Exchange with Titan CNG

On November 22, 2016, Minn Shares, Titan CNG LLC (“Titan,” and together with Minn Shares, “we,” “us,” “our” or the “Company”) and the members of Titan entered into a securities exchange agreement, which closed on the same date.

As the result of the Titan securities exchange, which was accounted for as a reverse acquisition, a discussion of the past financial results of Minn Shares is not pertinent, and the historical financial results of Titan, the accounting acquirer, prior to the securities exchange are considered the historical financial results of the Company.

The following discussion highlights our plan of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. The following discussion and analysis are based on Titan’s financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

The following discussion and analysis provides information which management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The discussion should be read in conjunction with our audited financial statements and related notes and the other financial information included elsewhere in this Annual Report.

General Overview

Titan was formed in July 2012 and is the parent company of the wholly owned subsidiaries Titan Blaine, LLC (“Blaine”), formed in 2015, Titan Diamond Bar LLC (“Diamond Bar”), formed in 2015, and Titan El Toro LLC (“El Toro”), which was formed in 2013 and fully acquired in 2016. Titan is a natural gas vehicle (“NGV”) fueling company based in Wayzata, Minnesota. Titan was established to take advantage of the growing U.S. demand for natural gas as a vehicle fuel source. We acquire, build and operate public and private compressed natural gas (“CNG”) filling stations. During February 2015 Titan opened its first station, Titan El Toro, in Lake Forest, California. In March 2016 Titan assumed ownership of a CNG station from the State of California South Coast Air Quality Management District (“SCAQMD”) in Diamond Bar, California. We intend to upgrade the capability of this facility and expand it beyond its current client base. We are also investing in the construction and operation of a private station for Walters Recycling & Refuse in Blaine, Minnesota.

Going Concern

The Company is an early stage company in the process of acquiring several businesses in the vehicle fuels industry. As of March 31, 2017 the Company has closed one acquisition which was financed through approximately $13.6 million of debt of which $3.8 million is contemplated to be repaid through a successful secondary offering before the December 31, 2017 due date. As of December 31, 2016, the Company has a working capital deficit of approximately $2.5 million which management anticipates rectifying with additional public or private offerings. The Company also is evaluating certain cash flow improvement measures. However, there can be no assurance that the Company will be successful in these efforts.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Sources of Revenue

Titan was founded in 2012 and for the first four years only had management fee revenues. Beginning in 2016 Titan generated revenues from CNG stations El Toro and Diamond Bar.

Investments in Affiliates

Titan was invested in an affiliate through January 1, 2016. The investment was recorded using the equity method of accounting with Titan’s proportionate share of net income or loss of the investee included as a separate line item in the statements of operation. The Company ordinarily would discontinue applying the equity method once the investment (and net advances) were reduced to zero, however Titan is committed to provide further financial support for the investee and through the guarantee of substantially all the assets of the Company by a Small Business Administration (“SBA”) note. The affiliate was the following:

El Toro, of which Titan currently owns 100% and from El Toro’s formation in 2013 until January 1, 2016, owned 20%. El Toro is located in California and is an unmanned CNG station. Titan’s investment at December 31, 2015 was ($214,365).

Key Trends

In general, CNG has become the primary alternative fueling choice for truck and bus fleets operating in the $134 billion fleet fueling market. Natural gas is sold on a gas gallon equivalent (“GGE”) basis and as of July 2016 is selling at an average price nationally of $2.05 per GGE versus average prices of gasoline and diesel of $2.24 and $2.38 per gallon, respectively, in October 2016. Fleets operating under long term fueling contracts, which represent a large part of the natural gas vehicle fueling market, are paying under $2.00 per GGE. We expect this price advantage to remain intact for the foreseeable future, which creates a strong economic incentive for vehicle operators to switch to CNG. In addition, CNG is a significantly cleaner fuel than is gasoline or diesel. With increased focus on the environment, the benefits from natural gas powered vehicles have an immediate positive impact on the issues of air quality, U.S. energy security and public health. Using renewable CNG can result in greater than 95% less greenhouse gases than traditional petroleum products. And because CNG fuel systems are completely sealed, CNG vehicles produce no evaporative emissions, which are a common hazard when using liquid fuel. Also, CNG creates less engine wear, thereby making its use even more desirable. As of October 2016, there are fewer than 1,000 public CNG stations in the United States, compared to over 124,000 gasoline stations across the country. According to the U.S. Energy Information Administration, demand for natural gas fuels in the United States increased by approximately 45% during the period from January 1, 2012 through December 31, 2015, with the number of total CNG stations growing at a compound annual growth rate of 14% since 2009.

During 2015 and 2016, lower oil prices decreased the pricing advantage of CNG compared to diesel and gasoline. As a result, the adoption of natural gas as a fuel choice for fleets has slowed relative to previous periods, especially amongst smaller fleets. However, this impact is partially offset by a general decrease in the cost of natural gas as well as ongoing adoption of new CNG trucks by larger fleets. In addition, public companies and municipalities in particular are continuing to adopt the use of CNG as a vehicle fuel source for environmental reasons.

The natural gas vehicle industry is the beneficiary of federal and state incentives promoting the use of natural gas as a vehicle fuel choice. Titan received $450,000 of state grants to assist in the development of our El Toro station which was completed for approximately $2 million. In addition, we have historically received a $0.50 per GGE federal tax credit for each GGE sold. In some cases, we share this credit with our customers.

Recent Developments

On January 1, 2016, Titan exchanged ownership and $876,000 in debt and interest for an additional 80% ownership in Titan El Toro, LLC. As a result, Titan now owns 100% of El Toro. With the combination, the debt and interest were converted to notes payable in Titan at 12% interest and mature in December 2020.

During February 2016, Titan paid in full the $150,000 line of credit outstanding at December 31, 2015 and the line was not renewed.

On January 1, 2016, Titan issued eight subordinated notes payable to members (the “Junior Bridge Notes”) with a maturity date of December 31, 2020 for approximately $876,000, as well as 64,387 (equivalent to 56,608 common shares) Class A Membership Units in Titan. Titan issued an additional Junior Bridge Note on January 1, 2016 for approximately $99,000 to evidence pre-existing indebtedness. The Junior Bridge Notes bear interest at 12% per year with a default rate of 15% per year. The Junior Bridge Notes are secured by a subordinate security interest on substantially all assets of Titan.

On February 29, 2016, Titan issued five promissory notes payable to members (the “Senior Bridge Notes”) with an original maturity date of June 28, 2016 for approximately $672,000, as well as 14,762 (equivalent to 18,806 common shares) Class A Membership Units. The Senior Bridge Notes originally bore interest at 12% per year with a default interest rate of 15% per year. Two of the Senior Bridge Notes were originally long-term debt of Titan outstanding at December 31, 2015 and converted into Senior Bridge Notes. In the event of a default under the Senior Bridge Notes, Titan is required to pay the holder a stated number of Class A Membership Units on the date of default and each 90 day interval thereafter until all amounts due have been paid in full. Effective July 2016, the maturity date of the Senior Bridge Notes was extended to September 30, 2016 and effective March 14, 2016 the interest rate was increased from 12% to 16%. The default interest rate was increased from 15% to 18%. As part of that first amendment, the note holders received 3,359 (equivalent to 2,953 common shares) Class A Membership Units in Titan. In September 2016, the Senior Bridge Notes were amended to extend the maturity date to January 31, 2017 and Titan paid a fee for the extension of 1% of the outstanding principal balance to the note holders. In addition, at the Company’s sole discretion, assuming the notes are not in default, Titan has the ability to extend the notes to October 31, 2017. A fee of 1% of the outstanding principal balance will be paid at January 31, 2017, April 30, 2017 and again on July 31, 2017 should Titan choose to extend the notes at each of these dates. The notes are secured by a subordinate security interest on substantially all of the Company’s assets and are personally guaranteed by Scott Honour and Kirk Honour.

Subsequent to year end the Company paid the 1% fee for the extension of the due date to April 30, 2017 of the Senior Bridge Notes.

On July 26, 2016, Titan issued an additional Senior Bridge Note for $200,000 with 16% interest and an original maturity date of October 2016. In September 2016, this Senior Bridge Note was amended to extend the maturity date to January 31, 2017 and Titan paid a fee for the extension of 1% of the outstanding principal balance to the note holder. Subsequent to year end the Company paid a 1% fee for the extension of the due date to April 30, 2017 of this Senior Bridge Note. In the event of default the holder is entitled to receive 1,000 (equivalent to 879 common shares) Class A Membership Units. Titan issued 5,000 (equivalent to 4,395 common shares) Class A Membership Units to this noteholder in connection with the issuance of this Senior Bridge Note.

On September 26, 2016, Titan issued an additional Senior Bridge Note for $150,000 with 16% interest an original maturity date of January 2017. Titan issued 3,750 (equivalent to 3,297 common shares) Class A Membership Units to this noteholder in connection with the issuance of this Senior Bridge Note and received the proceeds from this note in October 2016. Subsequent to year end the Company paid a 1% fee for the extension of the maturity date to April 30, 2017 of this Senior Bridge Note. In the event of default the holder of this Senior Bridge Note is entitled to receive 750 (equivalent to 659 common shares) Class A Membership Units.

On November 22, 2016, Minn Shares issued three convertible promissory notes (the “Minn Shares Notes”) in the aggregate principal amount of $405,103 to Joseph H. Whitney, The Globe Resources Group, LLC and Richard E. Gilbert. The Minn Shares notes bear interest at the rate of 12% per annum and mature in November 2019 unless earlier converted. Each Minn Shares Note is convertible at the holder’s option as follows: (i) upon the sale by Minn Shares of not less than $7,500,000 of its equity securities at a conversion price equal to the price per security issued in such offering, (ii) upon a corporate transaction such as a merger, consolidation or asset sale involving either the sale of all or substantially all of the Minn Shares’ assets or the transfer of at least 50% of Minn Shares’ equity securities at a conversion price equal to the enterprise value of Minn Shares, as established by the consideration payable in the corporate transaction or (iii) on or after the maturity date at a conversion price equal to the quotient of $20 million divided by the number of shares of Minn Shares stock outstanding on a fully diluted basis. The Minn Shares Notes are subject to mandatory conversion upon the conversion into equity securities of the Junior Bridge Notes and Senior Bridge Notes upon the same conversion terms as the Junior Bridge Notes and Senior Bridge Notes.

On January 31, 2017, Titan issued an additional Senior Bridge Note in the principal amount of $400,000. This Senior Bridge Note bears interest at 16% per year with a default interest rate of 18% per year and matures on April 30, 2017. In the event of a default under this Senior Bridge Note, Minn Shares is required to issue 1,758 shares of Common Stock to the holder on the date of default and each 90 day interval thereafter until all amounts due have been paid in full. This Senior Bridge Note is secured by a subordinate security interest on substantially all of the Company’s and Titan’s assets. In connection with this Senior Bridge Note, on January 31, 2017, Minn Shares issued 8,792 shares of Common Stock.

On February 1, 2017, Minn Shares, Environmental Alternative Fuels, LLC, a Delaware limited liability company (“EAF”), EVO CNG, LLC, a Delaware limited liability company and a wholly-owned subsidiary of EAF (“EVO”), and Danny R. Cuzick (“Danny Cuzick”), Damon R. Cuzick (“Damon Cuzick”), Theril H. Lund and Thomas J. Kiley (together with Danny Cuzick and Damon Cuzick, the “EAF Members”) consummated the transactions contemplated by that certain Agreement and Plan of Securities Exchange dated January 11, 2017 (the “EAF Exchange Agreement”), by and among Minn Shares, EAF, EVO and the EAF Members. Pursuant to the EAF Exchange Agreement, Minn Shares acquired all of the membership interests in EAF (the “EAF Interests”) from the EAF Members. EAF, together with EVO, is a compressed natural gas fueling station company with six fueling stations in California, Texas, Arizona and Wisconsin.

As consideration for the EAF Interests, Minn Shares issued a promissory note in the principal amount of $3.8 million to Danny Cuzick (the “Senior Promissory Note”) and convertible promissory notes in the aggregate principal amount of $9.5 million to the EAF Members (the “Convertible Notes”). The Senior Promissory Note bears interest at 7.5% per year with a default interest rate of 12.5% per year and has a maturity date of the earlier of (a) the date that is ten days after the initial closing of a private offering of capital stock of Minn Shares in an amount not less than $10 million (a “Private Offering”); (b) December 31, 2017 and (c) declaration by Danny Cuzick of an event of default under the Senior Promissory Note. The Convertible Notes bear interest at 1.5% per year and have a maturity date of February 1, 2026.

The Convertible Notes are convertible into 1,400,000 shares (the “Transaction Shares”) of Minn Shares’ Common Stock, subject to adjustment for any stock splits, combinations or similar transactions, representing approximately 81.1% of Minn Shares’ total outstanding shares of Common Stock on a post-transaction basis. Accordingly, the conversion of the Convertible Notes will result in a change in control of Minn Shares. The number of Transaction Shares will be increased to equal 70% of the issued and outstanding Common Stock if the issuance of Common Stock pursuant to a private offering of Common Stock of up to $2 million and the conversion of Minn Shares’ and Titan’s junior bridge notes, senior bridge notes, convertible promissory notes, and certain accounts payable into Common Stock would otherwise cause the Transaction Shares to represent less than 70% of the issued and outstanding Common Stock. Pursuant to the terms of the Exchange Agreement, the EAF Members are entitled to demand registration rights and piggyback registration rights with respect to the Transaction Shares upon customary terms, limitations, exceptions and conditions. The Convertible Notes are secured by all of the assets of EAF and the EAF Interests, which Minn Shares pledged to the EAF Members as security for the Convertible Notes.

Each Convertible Note is convertible at the applicable holder’s option upon (1) consummation of a reorganization, merger or similar transaction where Minn Shares is not the surviving or resulting entity or (2) the sale of all or substantially all of Minn Shares’ assets, subject to customary restrictions. The Convertible Notes are also subject to mandatory conversion at Minn Shares’ option beginning on the first anniversary of the date of issuance of the Convertible Notes if: (i) the closing price of the Common Stock is greater than (A) 150% of the price at which a share of Common Stock is sold in a Private Offering or (B) $10.00 if a Private Offering has not occurred by December 31, 2017 and (ii) the average daily trading volume of shares of Common Stock has equaled 100,000 or more for the 30 days prior to the applicable date. Upon a conversion of the Convertible Notes, accrued interest may also be converted at the greater of (i) the amount of interest to be converted divided by the exchange ratio of 0.1357, subject to adjustment for stock splits or combinations, or (ii) the amount of interest to be converted divided by the closing price of the Common Stock on the trading day preceding the conversion date.

In connection with the closing of the Exchange Agreement, on February 1, 2017, Minn Shares issued promissory notes to the EAF Members in the aggregate principal amount of $250,000 that bear interest at 6% per annum with a default rate of 11% per annum and a maturity date of the earlier of (a) the closing of a Private Offering; (b) 180 days from the date of the notes and (c) declaration by a holder of an event of default under the holder’s note.

In connection with the closing of the Exchange Agreement, on February 1, 2017, Minn Shares guaranteed the EAF Note from Danny Cuzick to EAF dated January 30, 2017 in the principal amount of $4 million. The EAF Note is secured by all assets of EAF and is guaranteed by EAF. The EAF Note bears interest at 7.5% per annum with a default rate of 12.5% per annum and has a maturity date of the earlier of (a) February 1, 2020 and (b) declaration by Danny Cuzick of an event of default under the EAF Note.

Anticipated Future Trends

Although natural gas continues to be less expensive than gasoline and diesel in most markets, the price of natural gas has been significantly closer to the prices of gasoline and diesel in recent years as a result of declining oil prices, thereby reducing the price advantage of natural gas as a vehicle fuel. We anticipate that, over the long term, the prices for gasoline and diesel will continue to be higher than the price of natural gas as a vehicle fuel and will increase overall, which would improve the cost savings of natural gas as a vehicle fuel compared to diesel and gasoline. However, the amount of time needed for oil prices to recover from their recent decline is uncertain and we expect that adoption of natural gas as a vehicle fuel, growth in our customer base and gross revenue will be negatively affected until oil prices increase and this price advantage increases. Our belief that natural gas will continue, over the long term, to be a cheaper vehicle fuel than gasoline or diesel is based in large part on the growth in United States natural gas production in recent years.

We believe natural gas fuels are well-suited for use by vehicle fleets that consume high volumes of fuel, refuel at centralized locations or along well-defined routes and/or are increasingly required to reduce emissions. As a result, we believe there will be growth in the consumption of natural gas as a vehicle fuel among vehicle fleets, and our goal is to capitalize on this trend, if and to the extent it materializes, and to enhance our leadership position in these markets. Our business plan calls for expanding our sales of natural gas fuels in the markets in which we operate, including heavy-duty trucking, waste haulers, airports, public transit, industrial and institutional energy users and government fleets, and pursuing additional markets as opportunities arise. If our business grows as we anticipate, our operating costs and capital expenditures may increase, primarily from the anticipated expansion of our station network, as well as the logistics of delivering natural gas fuel to our customers on-site.

We expect competition in the market for natural gas vehicle fuel to remain steady in the near-term. To the extent competition increases, we would be subject to greater pricing pressure, reduced operating margins and potentially fewer expansion opportunities.

Sources of Liquidity and Anticipated Capital Expenditures and Other Uses of Cash

Historically, our principal sources of liquidity have consisted of cash on hand, cash provided by financing activities, and cash provided by investors. We have recently begun to generate positive cash flow from our Diamond Bar station, which is offset by negative cash flow at our El Toro station.

Our business plan calls for approximately $2,000,000 in additional capital expenditures for 2017, primarily related to the construction and refurbishing of CNG fueling stations. Additionally, of our total indebtedness of approximately $3,800,000 as of December 31, 2016, approximately $1,140,000 is classified as current debt. We are in violation of certain covenants related to the SBA loan, but received a waiver with respect to those covenant violations. The maturity dates of the subordinated senior notes payable to members are within one year of December 31, 2016. Our total consolidated interest payment obligations relating to our indebtedness was approximately $375,000 for the year ended December 31, 2016.

We may also elect to invest additional amounts in companies, assets or joint ventures in the natural gas fueling infrastructure, vehicle or services industries, or use capital for other activities or pursuits. We will need to raise additional capital to fund any capital expenditures, investments or debt repayments that we cannot fund through available cash or cash generated by operations or that we cannot fund through other sources, such as with the sale of our stock. We may not be able to raise capital when needed on terms that are favorable to us, or at all. Any inability to raise capital may impair our ability to build new stations, develop natural gas fueling infrastructure, invest in strategic transactions or acquisitions or repay our outstanding indebtedness and may reduce our ability to grow our business and generate sustained or increased revenues. See “Liquidity and Capital Resources” below.

Business Risks and Uncertainties

Our business and prospects are exposed to numerous risks and uncertainties. For more information, see “Risk Factors – Risks Related to the Company” and “Risk Factors – Risks Related to the CNG Industry.”

Results from Operations

Fiscal Year Ended December 31, 2016 Compared to Fiscal Year Ended December 31, 2015

Revenue. Titan has devoted substantially all of its efforts on establishing the business and has generated minimal revenues from the core business – to build and operate public and private CNG filling stations under the Titan NGV Fueling brand. We received management fees through the third quarter of 2015 from affiliates. Management fees were assessed for administrative services and oversight provided by Titan. Management fees paid by affiliates were initially set at a monthly rate of $10,000, an ascribed value determined by management. Management fees decreased from $29,000 in 2015 to $0 in 2016 as less time was needed to manage sites that had completed the development stage and were in operating mode.

Sales for El Toro and Diamond Bar were $188,393 and $164,953, respectively, for the year ended December 31, 2016. On January 1, 2016 Titan acquired the remaining 80% of El Toro. Prior to the acquisition, El Toro was classified as an equity method investment. There were no Diamond Bar sales for the year ended December 31, 2015, as Diamond Bar commenced operations in March 2016.

The Company is eligible to receive, at times, a federal alternative fuels tax credit ("VETC") when a gasoline gallon equivalent of CNG is sold as vehicle fuel. Based on the service relationship with its customers, either the Company or its customers claims the credit. The Company records its VETC credits, if any, as revenue in its statements of operations as the credits are fully refundable.

Cost of goods sold. Cost of goods sold are comprised of natural gas, electricity, federal excise tax, vendor use fuel tax and credit card fees. The margin at El Toro is at approximately 6%, with the margin at Diamond Bar approximating 33%. The difference in margins is attributable to electricity expense. El Toro pays for demand electricity in order to turn on the equipment immediately, which adds additional expense to the cost of goods sold. At Diamond Bar the demand feature is not required. In addition, the electricity at Diamond Bar is less expensive because it is purchased directly from SCAQMD, as defined by the lease agreement.

Operating expenses. Operating expenses increased from $290,901 in 2015 to $1,975,406 in 2016. The increase is primarily attributable to legal, accounting and consulting fees of approximately $915,000 related to preparing the Company to be a public company, and approximately $381,000 and $915,000 in operating expenses from El Toro and Diamond Bar, respectively. The El Toro and Diamond Bar expenses are comprised of depreciation, rent, repairs and maintenance and other operational expenses of utilities, insurance, janitorial and administrative costs. The remaining operating expense increase was generated from the additional administrative costs related to the operations of two CNG stations.

Interest expense. Interest expense increased $358,343 to $375,453 in 2016. This increase correlates to the increase in debt generated from the El Toro acquisition and the addition of the Senior Bridge Notes. Interest paid on the SBA loan was approximately $64,000 and the subordinated notes payable to members’ interest was approximately $247,000. In addition, the Company wrote off approximately $61,000 of debt discount during 2016.

Loss in investment of affiliate. Accumulated losses from our equity method investments were ($214,365) for 2015. As of January 1, 2016 Titan acquired the remaining 80% of El Toro. As a result of this acquisition, we recorded a $28,090 gain for the excess fair value over its carrying cost and a loss of $745,101 on the deficit acquired from El Toro.

Liquidity and Capital Resources

Fiscal Year Ended December 31, 2016 Compared to Fiscal Year Ended December 31, 2015

We had cash and cash equivalents of $24,944 and $358 at December 31, 2016 and 2015, respectively. During the years ended December 31, 2016 and 2015, net cash used by operations was ($636,968) and ($51,832), respectively. We historically funded our operating losses primarily from the issuance of equity, convertible notes payable, member debt and SBA debt.

Changes in Liquidity

Cash and Cash Equivalents . Cash and cash equivalents were $24,944 at December 31, 2016 and $358 at December 31, 2016. The increase is primarily attributable to financing activities.

Operating Activities . Net cash used in operations was ($636,968) and ($51,832) as of December 31, 2016 and 2015, respectively. For the years ended December 31, 2016 and 2015, we had a net loss of ($2,866,416) and ($404,901), respectively. Significant changes in working capital during these periods included:

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Accounts receivable – related party decreased to zero between December 31, 2015 and December 31, 2016 due to the collection of management fees.

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Volumetric excise tax credit receivable increased by approximately $15,000 from December 31, 2015 from the acquisition of El Toro and the opening of Diamond Bar; the fourth quarter credits were pending at the end of 2016.

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Due from related parties was paid in connection with the January 1, 2016 acquisition of the remaining 80% of El Toro.

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Accounts payable, accounts payable-related party and accrued liabilities increased in aggregate from $193,581 to $1,211,485, primarily due to the lack of cash to make timely payments.

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Loss on equity method investment increased by $125,890 in 2015 from the continued losses in El Toro. During 2016 there was a loss on acquisition of El Toro for $745,101, offset by a gain on the equity method investments of $28,090.

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Non-cash transactions increased from depreciation of $210,892, consulting fees paid with debt of $217,008 and the write-off deferred financing costs of $57,388.

Investing Activities . Net cash used in investing was $41,524 for fixed asset purchases and $79,354 for construction in progress during 2016. The net cash used during 2016 was offset by advances from members of $37,500. There were no investing activities during 2015.

Financing Activities . Net cash provided by financing activities was $744,989 and $30,343 for the years ended December 31, 2016 and 2015, respectively. The cash provided for in 2016 was from $1,000,000 in subordinated notes payable, offset by $105,011 in principal payments on the SBA loan and $150,000 in payments on the line of credit. The cash provided for 2015 was generated from notes payable from members.

Our future liquidity and capital requirements will be influenced by numerous factors, including the extent and duration of future operating losses, the level and timing of future sales and expenditures, working capital required to support our sales growth, the level of our outstanding indebtedness and principal and interest we are obligated to pay on our indebtedness, our capital expenditure requirements (which consist primarily of station construction), the continuing acceptance of our product in the marketplace, competing technologies, market and regulatory developments, ongoing facility requirements, and potential strategic transactions.

Debt Compliance

We have previously been and are out of compliance with technical covenants with our SBA Loan. We received a covenant waiver to remedy the technical non-compliance under our SBA Loan. We expect to refinance the SBA Loan in the near term.

Existing Indebtedness

On December 31, 2014, Titan entered into a co-borrower arrangement for a $1,300,000 U.S. Small Business Administration (SBA) note with El Toro. The proceeds from the note were received by El Toro and the note payable is recorded by El Toro. The note is a ten year term note with interest fixed at 5.50% for the first five years, then adjusted to the SBA LIBOR Base Rate, plus 2.35% for the remaining five years. The note requires monthly principal and interest payments of $15,288. The note is secured by substantially all of Titan’s business assets and is personally guaranteed by certain former members of Titan. Titan issued 35,491 (equivalent to 31,203 common shares) Class A Membership Units to those members as compensation for the guarantee. The amount outstanding on the note as of December 31, 2016 was $1,194,989. The note was obtained pursuant to a Loan Agreement with a bank dated December 31, 2014 (the facility governed by the Loan Agreement is hereinafter referred to as the “SBA Facility”). Titan was, as of December 31, 2016, and currently is, in violation of certain covenants. We received a covenant waiver to remedy the technical non-compliance under our SBA Loan.

In addition to the SBA Facility, on January 1, 2016, Titan issued 64,387 (equivalent to 56,608 common shares) Class A Membership Units and Junior Bridge Notes in the aggregate principal amount of approximately $876,000 to eight accredited investors in exchange for mezzanine debt in El Toro plus approximately 80% of the membership interest in El Toro. Titan issued an additional Junior Bridge Note to a ninth accredited investor on January 1, 2016 for approximately $99,000 to evidence pre-existing indebtedness. The Junior Bridge Notes bear interest at the annual rate of 12% and mature on December 31, 2020. The Junior Bridge Notes are secured by a subordinate security interest on substantially all of Titan’s assets, including accounts receivable and rights to payment, which will remain in effect until such notes are repaid. The holders of the Junior Bridge Notes are the Alpeter Family Limited Partnership, Brian and Renae Clark, Falcon Capital LLC, Honour Capital LP, James Jackson, John Honour, Kirk Honour, Keith and Janice Clark, and Stephen and Jayne Clark.

On February 29, 2016, Titan issued five promissory notes payable to members (the “Senior Bridge Notes”) with an original maturity date of June 28, 2016 for approximately $672,000, as well as 16,791 (equivalent to 18,806 common shares) Class A Membership Units. The Senior Bridge Notes originally bore interest at 12% per year with a default interest rate of 15% per year. Two of the Senior Bridge Notes were originally long-term debt of Titan outstanding at December 31, 2015 and converted into Senior Bridge Notes. In the event of a default under the Senior Bridge Notes, Titan is required to pay the holder a stated number of Class A Membership Units on the date of default and each 90 day interval thereafter until all amounts due have been paid in full. Effective July 2016, the maturity date of the Senior Bridge Notes was extended to September 30, 2016 and effective March 14, 2016 the interest rate was increased from 12% to 16%. The default interest rate was increased from 15% to 18%. As part of that first amendment, the note holders received 3,359 (equivalent to 2,953 common shares) Class A Membership Units in Titan. In September 2016, the Senior Bridge Notes were amended to extend the maturity date to January 31, 2017 and Titan paid a fee for the extension of 1% of the outstanding principal balance to the note holders. In addition, at Titan’s sole discretion, assuming the notes are not in default, Titan has the ability to extend the notes to October 31, 2017. A fee of 1% of the outstanding principal balance will be paid at January 31, 2017, April 30, 2017 and again on July 31, 2017 should Titan choose to extend the notes at each of these dates. The notes are secured by a subordinate security interest on substantially all of the Company’s assets and are personally guaranteed by Scott Honour and Kirk Honour.

Subsequent to year end the Company paid the 1% fee for the extension of the due date to April 30, 2017 of the Senior Bridge Notes.

On July 26, 2016, we issued an additional Senior Bridge Note for $200,000 with 16% interest and an original maturity date of October 2016. In September 2016, this Senior Bridge Note was amended to extend the maturity date to January 31, 2017 and Titan paid a fee for the extension of 1% of the outstanding principal balance to the note holder. Subsequent to year end the Company paid a 1% fee for the extension of the due date to April 30, 2017 of this Senior Bridge Note. In the event of default the holder is entitled to receive 1,000 (equivalent to 1,120 common shares) Class A Membership Units. Titan issued 5,000 (equivalent to 5,600 common shares) Class A Membership Units to this noteholder in connection with the issuance of this Senior Bridge Note.

On September 26, 2016, Titan issued an additional Senior Bridge Note for $150,000 with 16% interest an original maturity date of January 2017. Titan issued 3,750 (equivalent to 4,200 common shares) Class A Membership Units to this noteholder in connection with the issuance of this Senior Bridge Note and received the proceeds from this note in October 2016. Subsequent to year end the Company paid a 1% fee for the extension of the maturity date to April 30, 2017 of this Senior Bridge Note. In the event of default the holder of this Senior Bridge Note is entitled to receive 750 (equivalent to 840 common shares) Class A Membership Units.

On November 22, 2016, Minn Shares issued Minn Shares Notes in the aggregate principal amount of $405,103 to Joseph H. Whitney, The Globe Resources Group, LLC and Richard E. Gilbert. The Minn Shares notes bear interest at the rate of 12% per annum and mature in November 2019 unless earlier converted. Each Minn Shares Note is convertible at the holder’s option as follows: (i) upon the sale by Minn Shares of not less than $7,500,000 of its equity securities at a conversion price equal to the price per security issued in such offering, (ii) upon a corporate transaction such as a merger, consolidation or asset sale involving either the sale of all or substantially all of the Minn Shares’ assets or the transfer of at least 50% of Minn Shares’ equity securities at a conversion price equal to the enterprise value of Minn Shares, as established by the consideration payable in the corporate transaction or (iii) on or after the maturity date at a conversion price equal to the quotient of $20 million divided by the number of shares of Minn Shares stock outstanding on a fully diluted basis. The Minn Shares Notes are subject to mandatory conversion upon the conversion into equity securities of the Junior Bridge Notes and Senior Bridge Notes upon the same conversion terms as the Junior Bridge Notes and Senior Bridge Notes.

On January 31, 2017, Titan issued an additional Senior Bridge Note in the principal amount of $400,000. This Senior Bridge Note bears interest at 16% per year with a default interest rate of 18% per year and matures on April 30, 2017. In the event of a default under this Senior Bridge Note, Minn Shares is required to issue 1,758 shares of Common Stock to the holder on the date of default and each 90 day interval thereafter until all amounts due have been paid in full. This Senior Bridge Note is secured by a subordinate security interest on substantially all of the Minn Shares’ and Titan’s assets. In connection with this Senior Bridge Note, on January 31, 2017, Minn Shares issued 8,792 shares of Common Stock.

On February 1, 2017, Minn Shares issued the Senior Promissory Note in the principal amount of $3.8 million to Danny Cuzick and Convertible Notes in the aggregate principal amount of $9.5 million to the EAF Members. The Senior Promissory Note bears interest at 7.5% per year with a default interest rate of 12.5% per year and has a maturity date of the earlier of (a) the date that is ten days after the initial closing of a private offering of capital stock of Minn Shares in an amount not less than $10 million (a “Private Offering”); (b) December 31, 2017 and (c) declaration by Danny Cuzick of an event of default under the Senior Promissory Note. The Convertible Notes bear interest at 1.5% per year and have a maturity date of February 1, 2026.

In connection with the closing of the Exchange Agreement, on February 1, 2017, Minn Shares guaranteed a note from Danny Cuzick to EAF dated January 30, 2017 in the principal amount of $4 million (the “EAF Note”). The EAF Note is secured by all assets of EAF and is guaranteed by EAF. The EAF Note bears interest at 7.5% per annum with a default rate of 12.5% per annum and has a maturity date of the earlier of (a) February 1, 2020 and (b) declaration by Danny Cuzick of an event of default under the EAF Note.

Members’ Deficit

As of December 31, 2015 there were 38,608 (equivalent to 33,944 common shares) Class A Membership Units outstanding. On January 1, 2016, certain accredited investors contributed their current membership interests, as well as mezzanine debt and other liabilities totaling approximately $975,000 owed to Titan El Toro, LLC in exchange for Junior Bridge Notes in the amount of $975,000 and 64,387 (equivalent to 56,608 common shares) Class A Membership Units in Titan.

On January 1, 2016 Members of El Toro also agreed to contribute their membership interests in exchange for 10,892 (equivalent to 9,576 common shares) Class A Membership Units in Titan.

In February 2016, the Senior Bridge Notes were issued and Titan issued 16,791 (equivalent to 14,762 common shares) Class A Membership Units to the note holders.

In July 2016, the Senior Bridge Notes were extended and Titan issued 3,359 (equivalent to 2,953 common shares) Class A Membership Units to the note holders.

In July and September 2016, Titan issued additional Senior Bridge Notes and Titan issued 5,000 and 3,750 Class A Membership Units, respectively, (equivalent to 4,396 and 3,297 common shares, respectively,) to the note holders.

On October 1, 2016 Titan issued 139,839 Class A Membership Units (equivalent to 122,945 commons shares) to members.

On November 22, 2016, Titan and its members entered into an Agreement and Plan of Securities Exchange with Minn Shares whereby Minn Shares acquired all of the equity interests of Titan and Titan became a wholly-owned subsidiary of Minn Shares (the “Securities Exchange”). El Toro, Diamond Bar and Blaine are wholly-owned subsidiaries of Titan. Minn Shares issued 248,481 shares of its Common Stock to acquire Titan, which resulted in the former Titan equity holders owning approximately 91.25% of the outstanding Common Stock after the consummation of the Securities Exchange.

At the closing of the Securities Exchange, all of the units issued and outstanding for Titan immediately prior to the closing of the Securities Exchange were converted into 248,481 shares of Common Stock of Minn Shares. Titan did not have any stock options or warrants to purchase its membership interests outstanding at the time of the Securities Exchange.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses recorded during the reporting periods.

On a periodic basis we evaluate our estimates based on historical experience and various other assumptions we believe are reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions. For further information on our significant accounting policies, see note 1 to our consolidated financial statements included in this report.

We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.

Basis of Presentation

Theses financial statements represent the consolidated financial statements of Minn Shares Inc. and its wholly owned subsidiary, Titan CNG LLC, and Titan’s wholly-owned subsidiaaries, El Toro, Diamond Bar, and Blaine, (collectively, the "Company"). On November 22, 2016, Titan and its members entered into an Agreement and Plan of Securities Exchange with Minn Shares whereby Minn Shares acquired all of the equity interests of Titan and Titan became a wholly-owned subsidiary of Minn Shares (the “Securities Exchange”). El Toro, Diamond Bar and Blaine are wholly-owned subsidiaries of Titan. Minn Shares issued 248,481 shares of its Common Stock to acquire Titan, which resulted in the former Titan equity holders owning approximately 91.25% of the outstanding Common Stock after the consummation of the Securities Exchange.

Because the former members of Titan owned approximately 91.25% of the combined company on completion of the Securities Exchange, the transaction was accounted for as a recapitalization through a reverse acquisition, with no goodwill or other intangibles recorded. As such, the financial information reflects the historical financial information of Titan, Diamond Bar and Blaine and the remaining assets and liabilities of Minn Shares brought over at historical cost. Minn Shares’ results of operation, which were de minimis, are included in the Company’s financial statements from the date of acquisition, November 22, 2016. Costs of the transaction have been charged to operations. The capital structure of the Company has been retroactively adjusted to reflect that of Minn Shares with all shares being adjusted based on the exchange ratio of equity interest in connection with the Securities Exchange.

As a result of the Securities Exchange, Minn Shares acquired the business of Titan and Titan subsidiaries El Toro, Diamond Bar and Blaine as of November 22, 2016, and will continue the existing business operations of Titan, El Toro, Diamond Bar and Blaine as a publicly-traded company under the name Minn Shares Inc. The consolidated financial statements were prepared in accordanc e with US GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, El Toro, Blaine, and Diamond Bar. All intercompany accounts and transactions have been eliminated in consolidation.

Going Concern

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from five to 40 years, and the shorter of the estimated economic life or related lease terms for leasehold improvements.

Long-Lived Assets

The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its fair value. The fair value is measured based on quoted market prices, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Company to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.

Revenue Recognition

For the year ended December 31, 2016, the Company generated revenue from the sale of natural gas and a federal excise tax refund of $0.50 per GGE. The Company commences revenue recognition at the time the gas is dispensed as all of the following criteria have been met:

(1)	persuasive evidence of an arrangement exists;

(2)	delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered;

(3)	the price is fixed or determinable; and

(4)	collectability is reasonably assured.

Applying these factors, we typically recognize revenue from the sale of natural gas fuel at the time it is dispensed.

For the year ended December 31, 2015, revenue consists of management fees received from El Toro, a related party prior to acquisition.

Recently Adopted Accounting Changes and Recently Issued and Adopted Accounting Standards

See note 1 to our consolidated financial statements included in this report.

Seasonality and Inflation

To some extent, we experience seasonality in our results of operations. Natural gas vehicle fuel amounts consumed by some of our customers tend to be higher in summer months when buses and other fleet vehicles use more fuel to power their air conditioning systems. Natural gas commodity prices tend to be higher in the fall and winter months due to increased overall demand for natural gas for heating during these periods.

Since our inception, inflation has not significantly affected our operating results. However, costs for construction, repairs, maintenance, electricity and insurance are all subject to inflationary pressures, which could affect our ability to maintain our stations adequately, build new stations, expand our existing facilities or pursue additional CNG production projects, or could materially increase our operating costs.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, Minn Shares is not required to provide disclosure under this item.

Item 8. Financial Statements and Supplementary Data.

Audited financial statements begin on the next page of this report.

MINN SHARES INC.

Consolidated Financial Statements

and

Independent Auditors’ Report

December 31, 2016 and 2015

F- 1

MINN SHARES INC.

Table of Contents

	Page

Independent Auditors’ Reports	F-3- F-4

Consolidated Financial Statements

Consolidated Balance Sheets	F-5

Consolidated Statements of Operations	F-6

Consolidated Statement of Changes in Members’ and Stockholders’ Deficit	F-7

Consolidated Statements of Cash Flows	F-8

Notes to Consolidated Financial Statements	F-10

F- 2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Minn Shares, Inc.

Wayzata, MN

We have audited the accompanying consolidated balance sheets of Minn Shares, Inc. and subsidiary (the “Company”) as of December 31, 2016, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. 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 audit. The financial statements of the Company as of December 31, 2015 and for the year then ended were audited by other auditors whose report dated October 18, 2016, expressed an unqualified opinion on those statements with an emphasis of matter related to going concern.

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 audits 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 audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Minn Shares, Inc. and subsidiaries as of December 31, 2016, and the results of their operations and their cash flows for the year then ended 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 1 to the consolidated financial statements, the Company is an early stage Company in the process of acquiring several businesses in the vehicle fuels industry. As of April 18, 2017 the Company has closed one acquisition which was financed through approximately $13.6 million of debt of which $3.8 million is contemplated to be repaid through a successful secondary offering before the December 31, 2017 due date. As of December 31, 2016, the Company has a working capital deficit of approximately $2.5 million which management anticipates rectifying with additional public or private offerings but raises doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

EKS&H LLLP

April 18, 2017

Denver, Colorado

F- 3

Report of Independent Registered Public Accounting Firm

The Members

Titan CNG, LLC and Subsidiaries

Plymouth, Minnesota

We have audited the accompanying consolidated balance sheets of Titan CNG, LLC and Subsidiaries (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of operations, members' deficit, and cash flows for each of the years in the two-year period ended December 31, 2015. Titan CNG, LLC’s management is responsible for these financial statements. 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 consolidated 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 audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 Titan CNG, LLC and Subsidiaries as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the company is in violation certain debt covenants, as well as the Company has had limited revenues, recurring losses from operations and has a members’ deficit. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Lurie, LLP

Minneapolis, Minnesota

October 18, 2016

F- 4

MINN SHARES INC.

Consolidated Balance Sheets

	December 31,
	2016			2015
Assets
Current assets
Cash and cash equivalents	$	24,944		$	358
Volumetric excise tax credit receivable		15,214			-
Prepaid rent		11,576			-
Due from related party		-			21,986
Total current assets		51,734			22,344

Non-current assets
Property and equipment, net		1,102,249			-
Construction in progress		79,354			-
Deposits		39,646			977
Total non-current assets		1,221,249			977
Total assets	$	1,272,983		$	23,321

Liabilities and Members’ and Stockholders’ Deficit
Current liabilities
Line-of-credit	$	-		$	150,000
Accounts payable		82 2,829			46,807
Accounts payable - related party		261,060			114,510
Advances from member		37,500			-
Accrued interest - related party		164,368			11,189
Accrued expenses		127,596			32,264
Current portion of subordinated convertible senior notes payable to members		1,021,556			-
Current portion of long-term debt		121,299			-
Total current liabilities		2,556,208			354,770
Non-current liabilities
Long term subordinated convertible notes payable to members		1,166,373			-
Convertible promissory notes – related party		405,103			-
Long term debt, less current portion		1,073,690			-
Long term notes payable related party		-			85,599
Deferred rent		15,439			-
Deferred tax liability		71,294			-
Losses on equity investment		-			214,365
Total non-current liabilities		2,731,899			299,964
Total liabilities		5,288,107			654,734
Commitments and contingencies
Members’ and Stockholders’ deficit
Preferred stock, $.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000 shares authorized; 317,207 shares issued and outstanding		32			-
Class A membership units		-			140,500
Additional paid-in capital		899,304			-
Accumulated deficit		(4,914,460	)		(771,913	)
Total members’ and stockholders’ deficit		(4,015,124	)		(631,413	)
Total liabilities and members’ and stockholders’ deficit	$	1,272,983		$	23,321

See notes to consolidated financial statements.

F- 5

MINN SHARES INC.

Consolidated Statements of Operations

	For the Years Ended
	December 31,
	2016			2015
Revenue
CNG sales	$	353,346		$	-
Volumetric excise tax credit		129,549			-
Management fees		-			29,000
Total revenue		482,895			29,000

CNG cost of sales		281,441			-
Gross profit		201,454			29,000
Operating expenses
General and administrative		1,760,347			289,934
Depreciation		210,892			967
Total operating expenses		1,971,239			290,901

Other expense
Interest expense		(375,453	)		(17,110	)
Loss on acquisition of El Toro		(717,011	)		-
Gain (loss) in equity method investment		-			(125,890	)
Total other expense		(1,092,464	)		(143,000	)

Loss before income taxes		(2,862,249	)		(404,901	)

Income tax expense
Deferred tax expense		(71,294	)		-
Total provision for income taxes		(71,294	)		-

Net loss		(2,933,543	)		(404,901	)
Basic weighted average common shares outstanding		317,207			38,608
Basic loss per common share	$	(9.25	)	$	(10.49	)
Diluted weighted average common shares outstanding		317,207			38,608
	$	(9.25	)	$	(10.49	)

See notes to consolidated financial statements.

F- 6

MINN SHARES INC.

Consolidated Statement of Changes in Members’ and Stockholders’ Deficit

For the Years Ended December 31, 2016 and 2015

	LLC						Common Stock
	Class A Membership Units			Amount			Shares		Amount		Additional Paid-in Capital		Accumulated Paid-in Deficit			Total Stockholders’ Deficit
Balance - December 31, 2014	$	38,608		$	140,500			-	$	-	$	-	$	(367,012	)	$	(226,512	)
Net loss		-			-			-		-		-		(404,901	)		(404,901	)
Balance - December 31, 2015		38,608			140,500			-		-		-		(771,913	)		(631,413	)
Contributed of Titan El Toro, LLC membership interests, as well as mezzanine debt and other liabilities		64,387			-			-		-		-		-			-
Members of Titan El Toro, LLC membership interests in exchange for Class A Membership Units		10,892			-			-		-		-		-			-
Issuance of units for subordinated convertible senior notes payable		28,900			-			-		-		-		-			-
Issuance of Units for services		139,839			5,594			-		-		-		-			5,594
Reverse acquisition		(282,626	)		(146,094	)		317,207		32		899,304		(1,209,004	)		(455,762	)
Net loss		-			-			-		-		-		(2,933,543	)		(2,933,543	)
Balance - December 31, 2016		-		$	-			317,207	$	32	$	899,304	$	(4,914,460	)	$	(4,015,124	)

See notes to consolidated financial statements.

F- 7

MINN SHARES INC.

Consolidated Statements of Cash Flows

	For the Years Ended
	December 31,
	2016			2015
Cash flows from operating activities
Net loss	$	(2,933,543	)	$	(404,901	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		210,892			967
Deferred rent		(8,708	)		-
Loss on acquisition of El Toro		717,011			-
Loss on equity method investment		-			125,890
Consulting expense converted to subordinated notes payable to members		217,008			-
Amortization of deferred financing costs		57,388			-
Units issued for services		5,594			-
Deferred income taxes		71,294			-
Changes in assets and liabilities
Volumetric excise tax credit receivable		(15,214	)		-
Accounts receivable - related party		-			134,000
Prepaid rent		22,711			-
Due from related parties		21,986			(23,588	)
Accounts payable		653,841			34,529
Accounts payable - related party		218,409			54,158
Accrued interest related party		30,597			-
Accrued expenses		93,766			27,113
		2,296,575			353,069
Net cash used in operating activities		(636,968	)		(51,832	)

Cash flows from investing activities
Purchase of equipment		(41,524	)		-
Construction in progress		(79,354	)		-
Cash from acquisition		(57	)		-
Advances from member		37,500			-
Net cash used in investing activities		(83,435	)		-

Cash flows from financing activities
Line-of-credit		(150,000	)		-
Subordinated convertible senior notes payable to members.		1,000,000			-
Payments of principal on long-term debt		(105,011	)		-
Notes payable to members		-			30,343
Net cash provided by financing activities		744,989			30,343
Net increase (decrease) in cash		24,586			(21,489	)
Cash and cash equivalents - beginning of year		358			21,847
Cash and cash equivalents - end of year	$	24,944		$	358

See notes to consolidated financial statements.

F- 8

MINN SHARES INC.

Supplemental disclosure of cash flow information:

Cash paid for interest for the years ended December 31, 2016 and 2015 was $222,279 and $15,573, respectively.

Supplemental disclosure of non-cash activity:

During the year ended December 31, 2016, the Company converted $217,008 of consulting expense into subordinated notes payable to members.

During the year ended December 31, 2016, the Company converted $127,108 of accounts payable - related party into subordinated notes payable to members.

During the year ended December 31, 2016, the Company converted $85,599 of long term notes payable related party to $21,556 and $64,043 of subordinated convertible senior notes payable to members and subordinated notes payable to members, respectively.

During the year ended December 31, 2015, the Company’s line of credit paid the reduction of due from related parties for $393,442.

The Company acquired the remaining 80% of El Toro to further its business relationship alignment with the Company’s business model to acquire existing CNG stations. The following is the allocation of the 80% interest of the assets and liabilities as of January 1, 2016:

Prepaid rent	$	34,287
Property and equipment		1,271,617
Deposits		38,669
		1,344,573

Checks written in excess of bank balance		3,434
Accounts payable		68,145
Accounts payable – related party		55,249
Deferred rent		24,147
Accrued expenses		1,566
Accrued interest - related party		122,582
Subordinated notes payable to members		700,826
Long-term debt		1,300,000
Net liabilities acquired	$	(931,376	)

On November 22, 2016, the Company and the holders of 100% of the outstanding equity interests of the Company entered into an Agreement and Plan of Securities Exchange with Minn Shares Inc., a public company. Minn Shares Inc. acquired 100% of the equity interests in the Company and the Company became a wholly owned subsidiary of Minn Shares Inc. The following is the allocation of the assets and liabilities acquired:

Cash and cash equivalents	$	3,377
Accounts payable		(54,036	)
Convertible promissory note – related party		(405,103	)
Common stock		-

See notes to consolidated financial statements.

F- 9

MINN SHARES INC.

Notes to Consolidated Financial Statements

Basis of Presentation and Securities Exchange

Theses financial statements represent the consolidated financial statements of Minn Shares Inc., (“Minn Shares”) and its wholly owned subsidiary, Titan CNG, LLC, (“Titan”), and Titan’s wholly owned subsidiaries, Titan El Toro, LLC (“El Toro”), Titan Diamond Bar, LLC (“Diamond Bar”) and Titan Blaine, LLC (“Blaine”), (collectively, the “Company”).

On November 22, 2016, the Company entered into an Agreement and Plan of Securities Exchange with Minn Shares, a public company, whereby Minn Shares acquired all of the equity interests of Titan and Titan became a wholly-owned subsidiary of Minn Shares (the “Securities Exchange”). El Toro, Diamond Bar and Blaine are wholly-owned subsidiaries of Titan. The Company issued 248,481 shares of its common stock to acquire Titan, which resulted in the former Titan equity holders owning approximately 91.25% of the outstanding common stock after the consummation of the Securities Exchange.

At the closing of the Securities Exchange, all of the units issued and outstanding for Titan immediately prior to the closing of the Securities Exchange were converted into 248,481 shares of common stock, par value $0.0001 per share (“Common Stock”), and, together with the Common Stock, the “Capital Stock”), of Minn Shares. The Company did not have any stock options or warrants to purchase shares of their capital stock outstanding at the time of the Securities Exchange.

Cash and cash equivalents	$	3,377
Accounts payable		(54,036	)
Convertible promissory note-related party		(405,103	)
		(455,762	)

Because the former stockholders of the Company owned approximately 91.25% of the combined company on completion of the Securities Exchange, the transaction was accounted for as a recapitalization through a reverse acquisition, with no goodwill or other intangibles recorded. As such, the financial information reflects the historical financial information of Titan, Diamond Bar and Blaine and the remaining assets and liabilities of Minn Shares brought over at historical cost. Minn Shares results of operation, which were de minimis, are included in the Company’s financial statements from the date of acquisition, November 22, 2016. Costs of the transaction have been charged to operations. The capital structure of the Company has been retroactively adjusted to reflect that of Minn Shares with all shares being adjusted based on the exchange ratio of equity interest in connection with the Securities Exchange.

Going Concern

Note 1 - Description of Business and Summary of Significant Accounting Policies

The Company is a compressed natural gas (“CNG”) service business based in Wayzata, Minnesota. Titan is the management company and El Toro, Diamond Bar, and Blaine are CNG service stations. El Toro was formed during 2013 and began operations during 2015. El Toro, located in Lake Forest, California, is a comprehensive natural gas vehicle solutions provider that offers products and services to corporate and municipal fleet operators as well as individual consumers. Blaine and Diamond Bar were formed in 2015. In March 2016 Diamond Bar began operations of its CNG station under a lease agreement with the State of California South Coast Air Quality Management District (“SCAQMD”) in Diamond

F- 10

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Bar, California. The Company is currently constructing Blaine, a private station, for Walters Recycling & Refuse, Inc. (“Walters”) in Blaine, Minnesota, which it will operate under a seven year take-or-pay contract with Walters. These subsidiaries also intend to provide comprehensive natural gas vehicle solutions to corporate and municipal fleet operators as well.

Minn Shares Inc. was incorporated in the State of Delaware on October 22, 2010.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Minn Shares Inc. and its subsidiary, Titan, and Titan’s wholly owned subsidiaries, El Toro, Diamond Bar and Blaine. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to depreciation and useful lives on property and equipment and contingencies. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. As of the balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits.

Volumetric excise tax credit receivable

Volumetric excise tax credit receivable (“VETC”) are the excise tax refunds to be received from the Federal Government on CNG fuel sales.

Concentrations of Credit Risk

During the year ended December 31, 2016, one customer accounted for 13% of total revenues.

F- 11

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Property and Equipment

Construction in process represents the accumulated costs of assets not yet placed in service and primarily relates to equipment purchases and architectural fees for a CNG station being constructed by Blaine.

Deposits

Deposits consist of a security deposit for the El Toro lease and other deposits which are contractually required and of a long-term nature.

Long-Lived Assets

Equity Method of Accounting

Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors, including, among others, representation on the investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee company’s accounts are not reflected within the Company’s consolidated balance sheets and statements of operations; however, the Company’s share of the earnings or losses of the investee company is reflected in equity loss - share of investee company losses in the consolidated statements of operations. The Company’s carrying value in an equity method investee company is reflected in ownership interests in investee companies in the Company’s consolidated balance sheets.

F- 12

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

When the Company’s carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. As the Company had guaranteed obligations to the investee company as of December 31, 2015, the carrying value of this equity method investee was a $214,365 liability.

Losses on equity investment December 31, 2015	(214,365	)
Loss on acquisition of E1 Toro	(717,011	)
Net liability acquired	(931,376	)

Deferred Rent Obligation

The Company has entered into operating lease agreements for a CNG station which contain provisions for future rent increases or periods in which rent payments are reduced. The Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent obligation, which is reflected as a separate line item in the accompanying balance sheets.

Net Loss per Share of Common Stock

Basic loss per share is computed by dividing net loss available to holders of the Company’s Common Stock by the weighted average number of shares of Common Stock outstanding for the period. Diluted loss per share reflects the potential dilution that would occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock.

Revenue Recognition

The Company’s revenues primarily consist of CNG fuel sales. These revenues are recognized in accordance with GAAP, which requires that the following four criteria must be met before revenue can be recognized:

(i) persuasive evidence of an arrangement exists;

(ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered;

(iii) the price is fixed or determinable; and

(iv) collectability is reasonably assured.

Applying these factors, the Company typically recognizes revenue from the sale of natural gas fuel at the time the fuel is dispensed. The Company is eligible to receive, at times, a federal alternative fuels tax credit (“VETC”) when a gasoline gallon equivalent of CNG is sold as vehicle fuel. Based on the service relationship with its customers, either the Company or its customers claims the credit. The Company records its VETC credits, if any, as revenue in its statements of operations as the credits are fully refundable. See the discussion under “Volumetric Excise Tax Credit” below for further information.

For the year ended December 31, 2015, revenue consists of management fees received from El Toro, a related party prior to its acquisition (Note 4).

Gra nt revenue is recognized when all eligible requirement have been met.

F- 13

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Volumetric Excise Tax Credit

For 2016, the VETC credit was $0.50 per gasoline gallon equivalent of CNG that is sold as a vehicle fuel. The American Taxpayer Relief Act, signed into law on January 2, 2013, reinstated VETC for 2013 and made it retroactive to January 1, 2012. The Tax Increase Prevention Act, signed into law on December 19, 2014, reinstated VETC for the 2014 calendar year and made it retroactive to January 1, 2014. The Company did not record any VETC revenues in 2012, 2013 or 2014. In December 2015, the VETC was extended through December 31, 2016 and made retroactive to January 1, 2015. As a result, VETC revenue for the year ended December 31, 2016 was $129,549.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense for the years ended December 31, 2016 and 2015 was de minimis.

Income Taxes

The Company recognizes deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The Company’s temporary differences result primarily from depreciation.

The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions will more likely than not be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are not recorded as a tax benefit or expense in the current year. Interest and penalties, if applicable, are recorded in the period assessed as general and administrative expenses. However, no interest or penalties have been assessed as of December 31, 2016 and 2015. Tax years that remain subject to examination include 2013 through the current year for federal and state, respectively.

Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment.

In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards.

F- 14

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which simplifies several aspects of the accounting for share-based payment award transactions including accounting for income taxes and classification of excess tax benefits on the statement of cash flows, forfeitures and minimum statutory tax withholding requirements. For the Company, ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any interim or annual period. The Company does not expect the adoption of ASC 2016-09 to materially change its current accounting methods and therefore the Company does not expect to adoption to have a material impact on its consolidated financial position or results of operations.

In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU 2016-08”), which clarifies principal versus agent when another party, along with the entity, is involved in providing a good or service to a customer. Topic 606, Revenue from Contracts with Customers, requires an entity to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the entity is an agent). For the Company, ASU 2016-08 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. The Company is in the process of evaluating the impact the amendment will have on its consolidated financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which will require lessees to recognize a right-of-use asset and a lease liability for all leases that are not short-term in nature. For a lessor, the accounting applied is also largely unchanged from previous guidance. The new rules will be effective for the Company in the first quarter of 2019. The Company is in the process of evaluating the impact the amendment will have on its consolidated financial position or results of operations.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”) which amended its standards related to the accounting of certain financial instruments. This amendment addresses certain aspects of recognition, measurement, presentation and disclosure. The new rules will become effective for annual and interim periods beginning after December 15, 2017. Early adoption is not permitted. The Company is in the process of evaluating the impact the amendment will have on our consolidated financial position or results of operations.

In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes: Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company does not plan early adoption of this update and does not expect the adoption of the update to materially change its current accounting methods and therefore the Company does not expect the adoption to have a material impact on its consolidated financial position or results of operations.

In May 2014, FASB and the International Accounting Standards Board issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In addition, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing and uncertainty of revenue that is recognized and the related cash flows. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017; early adoption is permitted. The Company is in the process of evaluating the impact the amendment will have on our consolidated financial position or results of operations.

F- 15

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)

Subsequent Events

The Company has evaluated all subsequent events through the auditors’ report date, which is the date the financial statements were available for issuance. With the exception of those matters discussed in Note 10, there were no material subsequent events that required recognition or additional disclosure in these financial statements.

Note 2 - Acquisition

Through December 31, 2015 Titan had a 20% investment in El Toro and accounted for this investment as an equity method investment. For the year ended December 31, 2015 the Company recorded a loss in the amount of $(125,890) related to its investment in El Toro. The carrying value of the investment was $(214,365) as of December 31, 2015.

On January 1, 2016, certain accredited investors contributed their current membership interests, as well as mezzanine debt and other liabilities totaling approximately $876,000 owed to Titan El Toro, LLC in exchange for Junior Bridge Notes in the amount of $876,000 and 64,387 (equivalent to 56,608 common shares) Class A Membership Units in Titan CNG, LLC. In addition, members of El Toro agreed to contribute their membership interest in exchange for 10,892 (equivalent to 9,576 common shares) Class A Membership Units in the Company. The Company acquired the remaining 80% of El Toro to further its business relationship in alignment with the Company’s business model to acquire existing CNG stations.

The acquisition of these assets were recorded at predecessor’s cost due to common ownership of the two entities.

F- 16

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 2 - Acquisition of Assets (continued)

	January 1, 2016
Prepaid rent	$	34,287
Property and equipment		1,271,617
Deposits		38,669
Total assets acquired		1,344,573

Checks written in excess of bank balance		3,434
Accounts payable		68,145
Accounts payable – related party		55,249
Deferred rent		24,147
Accrued expenses		1,566
Accrued interest – related party		122,582
Subordinated notes payable to members		700,826
Long-term debt		1,300,000
Net liabilities acquired	$	(931,376	)

The following table summarizes the unaudited pro forma results of the Company giving effect to the acquisition as if it had occurred on January 1, 2015. The unaudited pro forma information is not necessarily indicative of the results of operations of the Company had this acquisition occurred at the beginning of the years presented, nor is it necessarily indicative of future results.

	For the Years Ended
	December 31,
	2016			2015
	(Unaudited)			(Unaudited)
Revenue	$	353,346		$	169,642
Net loss	$	(3,035,499	)	$	(1,031,559	)

Note 3 - Balance Sheet Disclosures

Property and equipment are summarized as follows:

	December 31,
	2016			2015
Equipment	$	664,276		$	-
Site development		401,462			-
Buildings		161,467			-
Leasehold improvements		46,728			-
Computer equipment		42,109			2,901
		1,316,042			2,901
Less accumulated depreciation		(213,793	)		(2,901	)
	$	1,102,249		$	-

F- 17

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 3 - Balance Sheet Disclosures (continued)

Depreciation expense for the years ended December 31, 2016 and 2015 was $210,892 and $967, respectively.

Construction in process contains amounts paid and accrued for construction of the Blaine CNG station that has not been placed into service as of December 31, 2016.

Accrued expenses consist of the following:

	December 31,
	2016		2015

Accounting fees		56,839		-
Credit cards		32,061		6,455
Legal		25,547		25,809
Deferred rent		13,149		-
	$	127,596	$	32,264

F- 18

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 4 - Related Party Transactions

Accounts Payable - Related Party

The Company's accounts payables - related party consist of guaranteed payments and expense reimbursement to members. Accounts payable - related party was $261,060 and $114,510 for the years ended December 31, 2016 and 2015, respectively.

Advances Related Party

During the year ended December 31, 2016, a Titan member advanced $2,000 to the Company.

During the year ended December 31, 2016 an El Toro member advanced $35,500 to the Company.

Accrued Interest - Related Party

The Company's accrued interest - related party are the accrued interest payments on members' convertible senior notes payable and notes payable to members. Accrued interest - related party was $164,368 and $11,189 for the years ended December 31, 2016 and 2015, respectively.

Management Fees

During the year ended December 31, 2015, Titan provided El Toro with certain administrative services and oversight. Management fees paid by El Toro were initially set at a monthly rate of $10,000, an ascribed value determined by management. Management fees decreased in 2015 to $29,000 as less time was needed to manage the site that had completed the development stage and were in operating mode.

Due from Related Party

During the year ended December 31, 2015, Titan advanced El Toro $21,986 to fund operations.

Note 5 – Line of Credit

Titan had a $555,000 line of credit with $150,000 outstanding at December 31, 2015. The line of credit was paid in full during February 2016 and was not renewed.

F- 19

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 6 - Long-Term Debt

Long-term debt consists of:

	December 31,
	2016			2015
$1,300,000 SBA note payable issued December 31, 2014, with interest at 5.50% for the first five years, then adjusted to the SBA LIBOR base rate, plus 2.35% for the remaining five years. The note required interest only payments for the first twelve months and commencing during January 2016 calls for monthly principle and interest payments of $15,288. The note matures March 2024 is secured by substantially all of Titan’s business assets and is personally guaranteed by certain former members. The note is a co-borrower arrangement between Titan and El Toro with the proceeds received by El Toro. Titan issued to members 35,491 (equivalent to 31,203 common shares) units in Titan as compensation for the guarantee. Titan was in violation of certain restrictive covenants as of December 31, 2016, but received a covenant waiver to remedy that technical non-compliance.	$	1,194,989		$	-
Five subordinated convertible senior notes payable to members (“Senior Bridge Loans”) with interest at 12%. In connection with the notes payable, the note holders were issued 25,541 (equivalent to 22,455 common shares) Class A Membership Units. In the event of a default Titan is required to pay the holder a stated number of Class A Membership Units on the date of default and each 90 day interval thereafter until all amounts due have been paid in full. Effective July 2016, the maturity date of the Senior Bridge Notes was extended to September 30, 2016 and allowed for an interest rate increase from 12% to 16% effective March 14, 2016. The default interest rate was increased from 15% to 18%. As part of the first amendment, the note holders received 3,359 (equivalent to 2,953 common shares) Class A Membership Units in Titan. In September 2016, the Senior Bridge Notes were amended to extend the due date to January 31, 2017 and Titan paid a fee for the extension of 1% of the outstanding principal balance to the note holders. In addition, at Titan’s sole discretion, assuming the notes are not in default, Titan has the ability to extend the notes to October 31, 2017. A fee of 1% of the outstanding principal balance will be paid at January 31, 2017, April 30, 2017 and again on July 31, 2017 should Titan choose to extend the notes at each of these dates. The notes are secured by a subordinate security interest on substantially all of the Company’s assets and are personally guaranteed by two members. Subsequent to year end the Company paid the 1% fee to extend the notes to April 30, 2017.		1,021,556			-
Nine subordinated notes payable to members with interest at 12%. with maturity at December 2020, secured by a subordinate security interest on substantially all assets of Titan.		1,166,373			-
Three convertible promissory notes to members with interest at 12%, with maturity on or after November 2019. At the next equity financing the holder at their discretion may elect to convert the principal and interest. The promissory notes are unsecured.		405,103			-
Four notes payable to members with interest ranging between 8% and 12%. During 2016 the notes payables to members were amended into subordinated notes payable to members or Senior Bridge Notes.		-			85,599
		3,788,021			85,599
Less current portion		(1,142,855	)		-
	$	2,645,166		$	85,599

Management has determined that the conversion option on the Company’s convertible notes do not contain an embedded derivative because the market for the underlying shares was not deemed active. In addition, a beneficial conversion feature does not exist on the convertible notes as of each commitment date. The underlying call and put options that could be exercised in connection with a liquidity event or new equity financing were evaluated and it was determined that any underlying embedded derivative would be de minimis. As such, these features were not recorded as of December 31, 2016, but will be evaluated in each subsequent reporting period.

F- 20

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 6 - Long-Term Debt (continued)

Maturities of long-term obligations are as follows:

Year Ending December 31,	Related Party Notes		Other Notes		Total
2017	$	1,021,556	$	121,299	$	1,142,855
2018		-		128,141		128,141
2019		405,103		135,369		540,472
2020		1,166,373		143,005		1,309,378
2021		-		151,071		151,071
Thereafter		-		516,104		516,104
	$	2,593,032	$	1,194,989	$	3,788,021

Note 7 - Stockholders’ Equity

In connection with the completion of the Securities Exchange, 104,179 outstanding Class A units were valued at predecessor cost, which resulted in no value to the units with the resulting liability assumed recorded at a loss in the statement of operations.

As of December 31, 2016, the authorized share capital of the Company consisted of 100,000,000 shares of common stock with a par value of $0.0001 per share. There were 317,207 shares of common stock issued and outstanding as of December 31, 2016.

As of December 31, 2016, the authorized share capital of the Company consisted of 10,000,000 shares of preferred stock with a par value of $0.0001 per share. There were no shares of preferred stock issued and outstanding as of December 31, 2016.

Note 8 - Commitments and Contingencies

Operating Leases

The Company leases office space in Minnesota on a month to month basis with payments of $977 per month.

Titan entered into an operating lease agreement which expires in February 2019, with an option to extend to February 2024. In November 2014 the lease was amended to add El Toro, as a co-lessee. The monthly payments range from $10,000 to $11,604. The lease calls for rent increases over the term of the lease. The Company records rent expense on a straight line basis using average rent for the term of the lease. The excess of the expense over cash rent paid is shown as deferred rent.

Rent expense for the years ended December 31, 2016 and 2015 was approximately $138,000 and $11,700, respectively.

F- 21

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 8 - Commitments and Contingencies (continued)

Future minimum lease payments under these leases are approximately as follows:

Year Ending December 31,
2017	$	139,000
2018		139,000
2019		23,000
	$	301,000

Litigation

In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.

Grant Agreement

In 2013 Titan was the recipient of two grants in the amount of $300,000 and $150,000 from the California Energy Commission (“CEC”) and SCAQMD. The grant funds were used to complete the construction of a facility on El Toro Road as contemplated in the grant agreements. The grant proceeds are subject to repayment if the Company does not satisfy certain operational metrics contained in the grant agreements. The Company believes that it can satisfy these objectives, although it cannot provide assurance that such future events will occur. In addition, the use of Titan on the project could be construed as requiring amendments to the grant agreements or consent from the CEC or SCAQMD, neither of which has been obtained by the Company.

Walters Recycling and Refuse Station

In June 2016 Blaine entered into a compressed natural gas fuel station agreement (the “Agreement”) with Walters, an unrelated third party. Under the agreement Blaine will construct, at its sole expense, a CNG dispensing system (the “System”) on a portion of the property owned by Walters. The system shall include the required elements as defined in the contract. The System shall only be used for the purpose of filling Walter’s vehicles and authorized Blaine vehicles and trailers. Titan is required to have the System fully operational by June 2017. If the System is not fully operational by June 2017 Walters may terminate the agreement with 30 days written notice to Blaine. Blaine will be required to return the property to its pre-construction condition. Blaine shall retain ownership of all unattached movable components of the System. In addition, Blaine is responsible for all costs relating to installing the utilities required for the System as well as the costs for all ongoing system and property maintenance. The term of the agreement shall be for a period of seven years and shall commence on the date the system becomes fully operational and is first used by Walters, as defined in the agreement. Walters has the right to renew the agreement for four additional two year renewal periods. Beginning on the commencement date and through the contract term, Walters agrees to purchase 144,000 GGEs of CNG annually exclusively from Blaine. The rate charged to Walters includes an initial six month rate which is then adjusted as stated in the agreement.

F- 22

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 8 - Commitments and Contingencies (continued)

SCAQMD

In December 2015, Diamond Bar entered into a transfer of ownership and lease arrangement with the SCAQMD. This property has an existing CNG station previously owned and operated by the SCAQMD. Thirty days after the date of the agreement, SCAQMD transferred to Diamond Bar, without charge, all of their rights and interests in the existing assets. The agreement also specifies that Diamond Bar lease the property for $1 and identifies certain commitments agreed to by the parties. Some of the more significant ones are as follows:

●	Within 180 days from the contract execution, Diamond Bar, using its best efforts, shall sell any surplus assets and provide SCAQMD with 90% of the net proceeds, as defined. To date Diamond Bar has been unable to sell the surplus assets.

●	Diamond Bar is also required to comply with certain provisions in the agreement with regards to the operation and maintenance of the station.

●	Diamond Bar, at their expense and upon written consent from SCAQMD, can remodel, redecorate or otherwise make improvements and replacements of and to all or any part of the leased premises.

●

Diamond Bar is required to install specific station upgrades, as defined, and is responsible for the cost of these upgrades. All upgrades must be completed within eight months of the execution date. Any improvements made to the premises remain the property of Diamond Bar and can be removed by Diamond Bar.

●	The fueling rate charged to the SCAQMD will be based on actual utility costs, taxes and a fee not to exceed $0.50 per GGE. Currently the rate charged is substantially equal to the market rate charged to all other customers.

●

The contract ends December 31, 2020. SCAQMD can extend the contract for a period not to exceed five years starting January 1, 2021 at no additional cost. Either party may terminate the contract with sixty days’ notice. If the SCAQMD terminates without cause they will be required to either purchase the property necessary for the operation of the CNG station or reimburse Diamond Bar for the cost of removing the property. If Diamond Bar terminates the contract without cause, the SCAQMD shall have the option to either purchase the property necessary for the operation of the station or require Diamond Bar to remove the property at no cost to SCAQMD.

Note 9 - Income Taxes

At December 31, 2016, the Company had federal net operating loss carryforwards of approximately $197,000 for income tax purposes that expire starting in 2037.

F- 23

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 9 - Income Taxes (continued)

There are no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return, in accordance with ASC 740 “Income Taxes” (“ASC 740”), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements, that have been recorded on the Company’s financial statements for the year ended December 31, 2016. The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months.

It is the Company’s practice to recognize penalties and/or interest related to income tax matters in general and administrative expense. There are no interest and penalties recognized in the statements of operations or accrued on the balance sheets.

The Company files tax returns in the United States, in various states including California, Colorado and Minnesota. The Company’s United States federal income tax filings for tax years 2013 through 2016 remain open to examination. In general, the Company’s various state tax filings remain open for tax years 2012 to 2016.

	December 31,
	2016			2015
Net loss	$	(2,862,249	)

Summary of deferred tax assets and liabilities are as follows:

	December 31,
	2016			2015
Deferred tax asset
Loss carryforward	$	79,953		$	-
Total deferred tax assets		79,953			-
Valuation allowance		-			-
Net deferred tax asset	$	79,953		$	-

Deferred tax liability
Depreciation	$	(151,247	)	$	-
Net deferred tax liability	$	(151,247	)	$	-
Total deferred tax liability		71,294			-

Components reflected in the consolidated statements of operations are as follows:

	For the Years Ended
	December 31,
	2016		2015
Current
Federal	$	-	$	-
State and local		-		-
		-		-
Deferred
Federal		59,852		-
State and local		11,442		-
Valuation allowance		-		-
		71,294		-
Total income tax provision	$	71,294	$	-

The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net loss compared to the income taxes in the consolidated statements of operations:

	For the Years Ended
	December 31,
	2016			2015
Income tax benefit at the statutory rate	$	(974,581	)	$	(137,666	)
Change resulting from
State and local income taxes, net of federal income tax		(186,317	)
Deferred tax liabilities - acquisition		193,375
Pre-acquisition loss		1,025,765
Non-deductible and other		13,052
Income tax expense of partners profit prior to transaction		0			137,666
	$	71,294			-

F- 24

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 10 - Subsequent Events

On February 1, 2017, the Company entered into a securities exchange agreement (the “EAF Exchange Agreement”) with Environmental Alternative Fuels, LLC, a Delaware limited liability company (“EAF”), EVO CNG, LLC, a Delaware limited liability company and a wholly owned subsidiary of EAF (“EVO”), pursuant to which the Company acquired all of the membership interests in EAF (the “EAF Interests”) from the EAF Members. EAF, together with EVO, is a compressed natural gas fueling station company with six fueling stations in California, Texas, Arizona and Wisconsin. The EAF Exchange Agreement further aligns the Company's business model to acquire existing CNG stations.

The following unaudited table summarized the preliminary fair value allocation of the assets acquired and liabilities assumed at the acquisition date which were based on the best information available at the time the financial statements were issued and is subject to change.

	(Unaudited)

Inventory	$	1,287
Prepaids		97,320
Property and equipment		6,632,401
Deposits		102,671
Goodwill and other intangibles		6,896,273
Derivative liability - short term		(5,821	)
Derivative liability - long term		(76,811	)
Debt consideration for acquisition		(13,550,000	)

The Company is evaluating, but expects the goodwill and other intangibles will most likely be deductible for income tax purposes.

The Company has not provided unaudited pro-forma financial statements as required under ASC 805-10-50-2 because the accounting for this business combination is incomplete at the time the financial statements were issued. This information will be included in the Company's Form 8-K to be filed on or before April 18, 2017 which will be an amendment to its Form 8-K previously filed on February 6, 2017 announcing completion of the acquisition.

As consideration for the EAF Interests, Minn Shares issued a promissory note to an EAF member in the principal amount of $3.8 million (the “Senior Promissory Note”) that bears interest at 7.5%, with a default interest rate of 12.5% per year and has a maturity date of the earlier of (a) the date that is ten days after the initial closing of a private offering of capital stock of Minn Shares in an amount not less than $10 million (a “Private Offering”); (b) December 31, 2017 or a (c) declaration by the noteholder of an event of default under the Senior Promissory Note.

Also as consideration for the EAF Interests, Minn Shares issued convertible promissory notes to the EAF Members in the aggregate principal amount of $9.5 million (the “Convertible Notes”). The Convertible Notes bear interest at 1.5% per year and have a maturity date of February 1, 2026. The Convertible Notes are convertible into 1,400,000 shares (the “Transaction Shares”) of Minn Shares’ common stock, par value $0.0001 per share (the “Common Stock”), subject to adjustment for any stock splits, combinations or similar transactions, representing approximately 81.1% of the Company’s total outstanding shares of Common Stock on a post transaction basis. Accordingly, the conversion of the Convertible Notes will result in a change in control of the Company. The number of Transaction Shares will be increased to equal 70% of the issued and outstanding Common Stock if the issuance of Common Stock pursuant to a private offering of Common Stock of up to $2 million and the conversion of the Company’s subordinated notes payable to members and Senior Bridge Notes, convertible promissory notes, and certain accounts payable into Common Stock would otherwise cause the Transaction Shares to represent less than 70% of the issued and outstanding Common Stock. Pursuant to the terms of the Exchange Agreement, the EAF Members are entitled to demand registration rights and piggyback registration rights with respect to the Transaction Shares upon customary terms, limitations, exceptions and conditions. The Convertible Notes are secured by all of the assets of EAF and the EAF Interests, which the Company pledged to the EAF Members as security for the Convertible Notes.

Each Convertible Note is convertible at the applicable holder’s option upon (1) consummation of a reorganization, merger or similar transaction where the Company is not the surviving or resulting entity or (2) the sale of all or substantially all of the Company’s assets, subject to customary restrictions. The Convertible Notes are also subject to mandatory conversion at the Company’s option beginning on the first anniversary of the date of issuance of the Convertible Notes if: (i) the closing price of the Common Stock is greater than (A) 150% of the price at which a share of Common Stock is sold in a Private Offering or (B) $10.00 if a Private Offering has not occurred by December 31, 2017 and (ii) the average daily trading volume of shares of Common Stock has equaled 100,000 or more for the 30 days prior to the applicable date. Upon a conversion of the Convertible Notes, accrued interest may also be converted at the greater of (i) the amount of interest to be converted divided by the exchange ratio of 0.1357, subject to adjustment for stock splits or combinations, or (ii) the amount of interest to be converted divided by the closing price of the Common Stock on the trading day preceding the conversion date.

F- 25

MINN SHARES INC.

Notes to Consolidated Financial Statements

Note 10 - Subsequent Events (continued)

In connection with the closing of the Exchange Agreement, on February 1, 2017, the Company issued promissory notes to the EAF Members in the aggregate principal amount of $250,000 that bear interest at 6% per annum with a default rate of 11% per annum and a maturity date of the earlier of (a) the closing of a Private Offering; (b) 180 days from the date of the notes and (c) declaration by a holder of an event of default under the holder’s note (the “Working Capital Notes”).

In connection with the closing of the EAF Exchange Agreement, on February 1, 2017, the Company guaranteed a note from an EAF member to EAF dated January 30, 2017 in the principal amount of $4 million (the “EAF Note”). The EAF Note is secured by all assets of EAF and is guaranteed by EAF. The EAF Note bears interest at 7.5% per annum with a default rate of 12.5% per annum and has a maturity date of the earlier of (a) February 1, 2020 and (b) declaration by the noteholder of an event of default under the EAF Note.

On January 31, 2017, Titan issued a secured bridge note (the “Secured Bridge Note”) in the principal amount of $400,000. The Secured Bridge Note bears interest at 16% per year with a default interest rate of 18% per year and matures on April 30, 2017. In the event of a default under the Secured Bridge Note, the Company is required to issue 1,758 shares of Common Stock to the holder on the date of default and each 90 day interval thereafter until all amounts due have been paid in full. The Secured Bridge Note is secured by a subordinate security interest on substantially all of the Company’s assets. In connection with the Secured Bridge Note, on January 31, 2017, the Company issued 8,792 shares of Common Stock.

On February 14, 2017 (the “Record Date”), the stockholders (the “Stockholders”) holding a majority of the outstanding shares of the Company executed a written consent in lieu of a special meeting approving an amendment to the Company’s certificate of incorporation to approve a reverse stock split of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a ratio of 1-for-50. All references to number of shares of common stock and per share amounts give retroactive effect to the Reverse Split for all periods presented.

F- 26

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its principal executive and principal financial officers, is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s principal executive and principal financial officers, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K. Based on that evaluation, the Company’s management, including its principal executive and principal financial officers, have concluded that our disclosure controls and procedures were not effective as of December 31, 2016, due to the material weaknesses in our internal control over financial reporting described below in “Evaluation of Internal Controls and Procedures.” In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Evaluation of Internal Controls and Procedures

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that:

●	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, management assessed the design and operating effectiveness of our internal control over financial reporting as of December 31, 2016 based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on its evaluation and the identification of certain material weaknesses in internal control over financial reporting described below, management concluded that our internal control over financial reporting was not effective as a result of the material weaknesses in controls described below.

In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses at December 31, 2016:

●	The Company failed to maintain an effective control environment and had insufficient oversight of the design and operating effectiveness of the Company’s disclosure controls and internal controls over financial reporting.

●

The Company failed to maintain effective controls over the period-end financial reporting process, including controls with respect to journal entries, account reconciliations and proper segregation of duties. Journal entries, both recurring and nonrecurring, were not always accompanied by sufficient supporting documentation and were not adequately reviewed and approved for validity, completeness and accuracy.

●	The Company did not maintain proper segregation of duties. In certain instances, persons responsible to review transactions for validity, completeness and accuracy were also responsible for preparation.

●

The Company’s financial reporting team did not possess the requisite skill sets, knowledge, education or experience to prepare the consolidated financial statements and notes to consolidated financial statements in accordance with US GAAP or to review the financial statements and notes to the financial statements prepared by external consultants and professionals to ensure accuracy and completeness.

Changes in Internal Controls over Financial Reporting

There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended December 31, 2016, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting. Our management intends to implement the remediation steps discussed below to address the material weaknesses and to improve our internal control over financial reporting.

Management’s Remediation Plan

In light of the control deficiencies identified at December 31, 2016 and described in the section titled “Evaluation of Internal Controls and Procedures, we have designed and plan to implement the specific remediation initiatives described below:

●

We plan to design and implement more robust corporate governance including: (1) direct oversight of our internal controls by an audit committee of our board of directors; (2) review of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q by our audit committee, when formed, prior to filing with the SEC; (3) communication of our Code of Business Conduct and Ethics to our employees and consultants; and (4) adoption of a charter for our audit committee.

●

We intend to implement a procedure that ensures timely review of the consolidated financial statements, notes to our consolidated financial statements, and our Annual and Quarterly Reports on Forms 10-K and 10-Q by our chief executive officer and our board of directors, and, when formed, our audit committee, prior to filing with the SEC.

●	We will design and implement a formalized financial reporting process that includes balance sheet reconciliations, properly prepared, supported and reviewed journal entries, properly segregated duties, and properly completed and approved close checklist and calendar.

●	We intend to hire additional experienced individuals to prepare and approve the consolidated financial statements and footnote disclosures in accordance with US GAAP.

●	We have relied and will continue to rely upon outside professionals to assist with our external reporting requirements to ensure timely filing of our required reports with the SEC.

●

We intend to initiate efforts to ensure our employees understand the continued importance of internal controls and compliance with corporate policies and procedures. We will implement a reporting and certification process for management involved in the performance of internal controls and the preparation of the Company’s consolidated financial statements. This certification process will be conducted quarterly and managed by our internal audit consultant.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

The information required by item 10 of this report is incorporated by reference to the discussions under the headings “Election of Directors,” “Executive Officers,” “Corporate Governance,” “Meetings and Committees of the Board of Directors,” “Qualifications of Candidates for Election to the Board,” “Stockholder Recommendations for Directors,” “Stockholder Communications with the Board of Directors,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in a later filed definitive proxy or information statement involving the election of directors.

Item 11. Executive Compensation.

The information required by item 11 of this report is incorporated by reference to the discussions under the headings “Executive Compensation” and “Director Compensation” in a later filed definitive proxy or information statement involving the election of directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by item 12 of this report is incorporated by reference to the discussions under the headings “Beneficial Ownership of Common Stock” and “Securities Authorized for Issuance Under Equity Compensation Plans” in a later filed definitive proxy or information statement involving the election of directors.

Item 13. Certain Relationships, Related Transactions, and Director Independence.

The information required by item 13 of this report is incorporated by reference to the discussions under the headings “Corporate Governance” and “Certain Relationships and Related Transactions” in a later filed definitive proxy or information statement involving the election of directors.

Item 14. Principal Accounting Fees and Services

The information required by item 14 of this report is incorporated by reference to the discussions under the headings “Audit and Non-Audit Services and Fees Billed to Company by Independent Registered Public Accounting Firm,” included in the proposal to ratify the appointment of our independent registered public accounting firm in a later filed definitive proxy or information statement involving the election of directors.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Financial Statements

Statement		Page*

Table of Contents		F-2

Report of Independent Registered Public Accounting Firm		F-3

Balance Sheets		F-4

Statements of Operations		F-5

Statement of Stockholders’ Deficit		F-6

Statements of Cash Flows		F-7

Notes to Financial Statements		F-9

Financial Statement Schedules

None.

Exhibits

See the Exhibit Index immediately following the signature page to this annual report on Form 10-K, which incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MINN SHARES INC.

Date: April 18, 2017	By:	/s/ John P. Yeros
		John P. Yeros
		Chief Executive Officer
		Principal Executive Officer

Date: April 18, 2017	By:	/s/ Randy Gilbert
		Randy Gilbert
		Chief Financial Officer Principal Financial and Accounting Officer

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Title	Date

/s/ John P. Yeros	Chief Executive Officer	April 18, 2017
John P. Yeros

/s/ Randy Gilbert	Chief Financial Officer	April 18, 2017
Randy Gilbert

/s/ Thomas J. Abood	Director	April 18, 2017
Thomas J. Abood

/s/ Danny Cuzick	Director	April 18, 2017
Danny Cuzick

/s/ Scott M. Honour	Director	April 18, 2017
Scott M. Honour

EXHIBIT INDEX

The exhibits listed below are filed with this annual report on Form 10-K. Certain exhibits and schedules to the documents listed below have been omitted pursuant to Item 601 of Regulation S-K. Minn Shares hereby undertakes to furnish supplemental copies of any omitted exhibits and schedules upon request to the SEC; provided, however, that Minn Shares may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.

Exhibit		Description
2.1		Articles of Merger of Minn Shares Inc. (a Minnesota corporation) and Minn Shares Inc. (a Delaware corporation) ⁽¹⁾
2.2		Certificate of Merger of Minn Shares Inc. (a Minnesota corporation) into Minn Shares Inc. (a Delaware corporation) ⁽¹⁾
2.3		Agreement and Plan of Securities Exchange, dated November 22, 2016, by and among Minn Shares Inc., Titan CNG LLC and the members of Titan CNG LLC ⁽²⁾
2.4		Agreement and Plan of Merger, dated November 23, 2016, by and between Shock, Inc. and Minn Shares Inc. ⁽²⁾
2.5		Agreement and Plan of Securities Exchange, dated January 11, 2017, by and among EVO CNG, LLC, Environmental Alternative Fuels, LLC, Danny R. Cuzick, Damon R. Cuzick, Theril H. Lund, Thomas J. Kiley and Minn Shares Inc. ⁽³⁾
3.1		Certificate of Incorporation ⁽¹⁾
3.2*		Certificate of Amendment to Certificate of Incorporation
3.3		Bylaws ⁽¹⁾
4.1		Loan Agreement, dated as of December 31, 2014, by and between Titan El Toro, LLC and FirstCNG LLC and Tradition Capital Bank ⁽²⁾
4.2		Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of the Alpeter Family Limited Partnership ⁽²⁾
4.3		Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Brian and Renae Clark ⁽²⁾
4.4		Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Falcon Capital LLC ⁽²⁾
4.5		Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Honour Capital LP ⁽²⁾
4.6		Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of James Jackson ⁽²⁾
4.7		Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of John Honour ⁽²⁾
4.8		Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Keith and Janice Clark ⁽²⁾
4.9		Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Kirk Honour ⁽²⁾
4.10		Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Stephen and Jayne Clark ⁽²⁾
4.11		Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC ⁽²⁾
4.12		Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Thomas J. Abood Revocable Trust u/a dated August 17, 2012 ⁽²⁾
4.13		Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of James Jackson ⁽²⁾
4.14		Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Alpeter Family Limited Partnership ⁽²⁾
4.15		Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of David M. Leavenworth ⁽²⁾
4.16		Secured Bridge Note, dated September 26, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC ⁽²⁾
4.17		First Amendment to Senior Bridge Loan Documents, dated July 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan El Toro, LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson, David M. Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour and Kirk Honour ⁽²⁾
4.18		Secured Bridge Note, dated July 26, 2016, by Titan CNG LLC in favor of Bonita Beach Blues, Inc. ⁽²⁾
4.19		Second Amendment to Senior Bridge Loan Documents, dated September 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan El Toro, LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson, David M. Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour and Kirk Honour ⁽²⁾
4.20		Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Joseph H. Whitney ⁽²⁾

4.21		Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of The Globe Resources Group, LLC ⁽²⁾
4.22		Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Richard E. Gilbert ⁽²⁾
4.23		Secured Bridge Note, dated January 31, 2017, by Titan CNG LLC in favor of the Richard H. Enrico Revocable Trust Dated June 9, 1998 ⁽⁴⁾
4.24		Convertible Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Danny R. Cuzick ⁽⁴⁾
4.25		Convertible Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Damon R. Cuzick ⁽⁴⁾
4.26		Convertible Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Theril H. Lund ⁽⁴⁾
4.27		Convertible Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Thomas J. Kiley ⁽⁴⁾
4.28		Senior Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Danny R. Cuzick ⁽⁴⁾
4.29		Working Capital Note, dated February 1, 2017, by Minn Shares in favor of Danny R. Cuzick ⁽⁴⁾
4.30		Working Capital Note, dated February 1, 2017, by Minn Shares in favor of Damon R. Cuzick ⁽⁴⁾
4.31		Working Capital Note, dated February 1, 2017, by Minn Shares in favor of Theril H. Lund ⁽⁴⁾
4.32		Working Capital Note, dated February 1, 2017, by Minn Shares in favor of Thomas J. Kiley ⁽⁴⁾
4.33		Promissory Note, dated February 1, 2017, by Environmental Alternative Fuels, LLC in favor of Danny R. Cuzick ⁽⁴⁾
10.1+		Employment Agreement, dated November 1, 2016, between Minn Shares Inc. (as successor in interest to Shock Inc.) and Kirk Honour ⁽²⁾
10.2+		Employment Agreement, dated November 1, 2016, between Minn Shares Inc. (as successor in interest to Shock Inc.) and John Yeros ⁽²⁾
10.3+		Employment Agreement, dated November 1, 2016, between Minn Shares Inc. (as successor in interest to Shock Inc.) and Randy Gilbert ⁽²⁾
10.4+		Employment Agreement, dated February 1, 2017, between Minn Shares Inc. and Damon R. Cuzick ⁽²⁾
10.5		Compressed Natural Gas Fuel Station Agreement, dated June 28, 2016, by and between Titan Blaine, LLC, Walters’ Recycling & Refuse, Inc. and Walters’ Investments, LLC ⁽²⁾
10.6		Lease Agreement, dated February 24, 2014, between Grace Whisler Trust and Whisler Holdings LLC and FirstCNG LLC ⁽²⁾
10.7		First Amendment to Lease, dated June 9, 2014, between Grace Whisler Trust and Whisler Holdings LLC and FirstCNG LLC ⁽²⁾
10.8		Lease Contract, effective December 19, 2015, between South Coast Air Quality Management District and Titan Diamond Bar LLC ⁽²⁾
10.9*		Lease Agreement, dated December 20, 2013, between Central Freight Lines and EVO CNG, LLC.
10.10		Amended and Restated Limited Liability Company Agreement of Titan CNG LLC, effective as of January 1, 2016 ⁽²⁾
10.11*		Limited Liability Company Agreement of Environmental Alternative Fuels, LLC dated May 3, 2012
10.12*		Line Extension Contract, dated April 3, 2014, between Southern California Gas Company and EVO CNG, LLC
10.13*		Fuel Purchase Agreement, dated April 12, 2013, between Environmental Alternative Fuels, LLC and Central Freight Lines, Inc.
10.14*		Incremental Natural Gas Facilities Agreement, dated February 24, 2014, between Southwest Gas Corporation and Environmental Alternative Fuels, LLC
10.15*		Service Agreement for Transportation of Customer Secured Natural Gas dated October 2, 2014 by and between Southwest Gas Corporation and Environmental Alternative Fuels, LLC
10.16*		Fuel Purchase Agreement, dated January 11, 2013, between Environmental Alternative Fuels, LLC and Sheehy Mail Contractors, Inc.
10.17*		Master Retail Gas Sales Agreement, dated November 1, 2013, between Integrys Energy Services – Natural Gas, LLC and EVO CNG, LLC
10.18*		Fuel Purchase Agreement, dated October 1, 2013, between EAF and Central Freight Lines, Inc.
10.19*		Natural Gas Service and Pipeline Agreement, dated November 12, 2014, between EAF and LDC, llc
14.1		Code of Conduct for Officers and Directors ⁽⁵⁾
16.1		Letter from Lurie, LLP to the Securities and Exchange Commission dated February 7, 2017 ⁽⁶⁾
16.2		Letter from Lurie, LLP to the Securities and Exchange Commission dated April 17, 2017 ⁽⁷⁾
21.1*		Subsidiaries of Minn Shares Inc.

31.1*		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s annual report on Form 10-K for the year ended December 31, 2016
31.2*		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s annual report on Form 10-K for the year ended December 31, 2016
32.1*		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.INS		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT
101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT
101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT

*	Filed herewith

+	Management contract or compensatory plan or arrangement.

(1)	Filed as an exhibit to the Company’s registration statement on Form 10, as filed with the SEC on December 10, 2010 and incorporated herein by this reference.

(2)	Filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on November 29, 2016 and incorporated herein by reference.

(3)	Filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on January 18, 2017 and incorporated herein by reference.

(4)	Filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on February 6, 2017 and incorporated herein by reference.

(5)	Filed as an exhibit to the Company’s annual report on Form 10-K filed with the SEC on March 28, 2011 and incorporated herein by this reference.

(6)	Filed as an exhibit to the Company's current report on Form 8-K filed with the SEC on February 8, 2017 and incorporated herein by reference.

(7)	Filed as an exhibit to the Company's amended current report on Form 8-K filed with the SEC on April 18, 2017 and incorporated herein by reference.

Exhibit 3.2

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
MINN SHARES INC.

Minn Shares Inc., a corporation organized and existing under and by the virtue of the Delaware General Corporation Law, hereby certifies as follows:

FIRST: That the name of the corporation is Minn Shares Inc. (the “ Corporation ”). The original Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on October 22, 2010.

SECOND: This Certificate of Amendment has been duly adopted by the Corporation’s Board of Directors and its stockholders in accordance with the provisions of Sections 242 and 228 of the Delaware General Corporation Law.

THIRD: That Article 5 of the Certificate of Incorporation is hereby amended by adding the following new paragraph:

“Effective 4:01 p.m. EDT on April 6, 2017 (the “ Effective Time ”), each 50 shares of common stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the holder thereof, be combined and converted into one (1) share of common stock (the “ Reverse Stock Split ”), subject to the treatment of fractional shares interests described below. Each certificate that immediately prior to the Effective Time represented shares of common stock (“ Old Certificates ”) shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined. No fractional shares of Common Stock shall be issued. No stockholder of the Corporation shall transfer any fractional shares of Common Stock. The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of Common Stock. A holder of common stock immediately prior to the Effective Time who, after the Effective Time, would otherwise be entitled to a fraction of a share of common stock as a result of such combination shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the holder would otherwise be entitled multiplied by the last reported per share sale price of the common stock as of immediately prior to the Effective Time, as reported on an over-the-counter market quotation system (or if such price is not available, then such other price as determined by the Board of Directors) and as appropriately adjusted for such combination.”

FOURTH: No changes are made to the number and class of shares of capital stock which the Corporation is authorized to issue.

[Signature page follows]

IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of Incorporation of Minn Shares Inc. has been executed by a duly authorized officer of the Corporation on April 5, 2017.

	By:	/s/ John P. Yeros
	Name:	John P. Yeros
	Its:	Chief Executive Officer

Exhibit 10.9

LEASE AGREEMENT

THIS LEASE AGREEMENT(Agreement), is entered into this 20 ^th day of December, 2013 (Effective Date), by and between Central Freight Lines (Lessor), a _______________, and EVO Trillium, LLC , a Delaware limited liability company (Lessee). Lessor and Lessee may be referred to collectively as the Parties or singularly as a Party.

THE PARTIES AGREE AS FOLLOWS:

1. Purpose . The Parties desire that Compressed Natural Gas (CNG) fueling facilities be established at approximately 5200 East Loop 820 South, Fort Worth, Texas 76119 for Lessor’s use to fuel Lessor’s natural gas-powered vehicles, including facilities for fast-fill fueling within the leased space.

2. Lease; Consideration . Lessor leases to Lessee, and Lessee leases from Lessor, under the terms and conditions of this Agreement, the parcel of land described in the legal description set forth in the attached Exhibit A, incorporated by this reference (Premises). The Premises are located entirely within the secured area of Central Freight Lines’ property. As consideration for the lease, Lessee shall pay to Lessor the one-time upfront rental fee of $1.00, and provide CNG fueling services exclusively for CNG-fueled vehicles owned, operated, or authorized by Central Freight Lines under a separate Compressed Natural Gas Services Agreement.

a. Lessee shall have the right and authority to obtain third-party utility services for its operations on the Premises at its own cost and expense and in the name of Lessee. Lessee shall arrange for and pay all charges it incurs for any third-party utility services, including, but not limited to, water, natural gas and electricity (Utilities).

b. If needed, Lessor shall provide all rights-of-way necessary to enable Lessee to obtain a supply of natural gas and other Utilities to the Premises. Lessor shall not unreasonably impede Lessee’s efforts to bring utility services to the Premises.

3. Title . Lessor represents and warrants that it owns all necessary rights to the real property located at the Premises and that it has full right and authority to make this Agreement and to grant the necessary lease, access, and use rights to Lessee for performance of this Agreement.

4. Lessee Operations .

a. Lessee shall install, own, operate, and maintain natural gas fuel lines, compressor(s), operating equipment, high pressure storage vessels, dispensers, and other ancillary improvements and equipment necessary to provide CNG as a vehicular fuel on the Premises to accomplish the Purpose (CNG Fueling Facilities) at approximately the locations set forth on the attached Exhibit B, incorporated by this reference. The CNG Fueling Facilities shall not include facilities or equipment installed and owned by the natural gas supplier to deliver natural gas to the CNG Fueling Facilities.

b. Except as provided elsewhere in this Agreement, Lessee shall pay 100% of the material and labor costs to install the CNG Fueling Facilities, repair and maintenance costs, and for any and all alterations or improvements to the CNG Fueling Facilities and shall provide and pay for the instrumentation measuring the quantity of CNG dispensed to customers.

c. Lessee shall inspect the Premises at reasonable intervals and shall use commercially reasonable efforts to maintain the CNG Fueling Facilities in good operating condition; however, Lessor understands and agrees that the CNG Fueling Facilities may be unavailable to customers or not operational during periods of maintenance, repair, or utility interruption. Lessee does not warrant or guarantee that the CNG Fueling Facilities shall always be operational or uninterrupted.

d. All equipment or other property attached to or otherwise brought onto the Premises by Lessee, including, but not limited to the CNG Fueling Facilities, shall not at any time be considered or deemed to be fixtures, and shall, at all times, be considered Lessee’s personal property and may be removed or replaced at any time by Lessee.

5. Location, Access Rights, and Relocation .

a. During the term of this Agreement, and during the period specified in this Agreement following termination of this Agreement, Lessee may access the portions of the Premises shown in Exhibit A, and for temporary periods, other areas of Lessor’s property adjacent to the Premises, to install, test, calibrate, maintain, operate, remove, and/or repair the CNG Fueling Facilities. Lessee may access the Premises for the above purposes 24 hours a day, 7 days a week, including but not limited to the dispenser, the compressor, and surrounding areas.

b. Lessor shall not build or construct, or allow to be built or constructed, any facility, building, structure, landscaping, or improvement within, over, or near the areas set forth in Exhibit A or Exhibit B that, in Lessee’s sole reasonable discretion, interfere with Lessee’s rights of access, installation, testing, maintenance, operation, removal, or repair. Lessor shall not change, or allow to be changed, the grade of any area where underground fuel lines or pipelines are installed without prior written approval of Lessee. Lessor shall not install or modify landscaping involving trees, deep-rooted plants, berms, or other similar features in any area where underground fuel lines, pipelines, or other CNG Fueling Facilities owned by Lessee are installed without written permission of Lessee. Lessor shall immediately remove any such facility, building, structure, landscaping, or improvement and shall immediately restore any areas in violation of this provision upon notification from Lessee at Lessor’s sole expense. Should Lessor fail to remove or restore as required by this paragraph, Lessee may suspend fueling operations in any affected area of the Premises until the removal or restoration is completed.

c. Any relocation of the CNG Fueling Facilities or any portion thereof within the Premises necessitated, required, or requested by Lessor or Lessor’s business operations shall be with the written approval of Lessee, which shall not be unreasonably withheld or delayed, and at Lessor’s sole cost and expense. The Parties shall amend and replace Exhibit B (and Exhibit A, if necessary) to set forth the new location(s) of the CNG Fueling Facilities in the event of such relocation.

6. Inquiries, Monitoring .

a. Inquiries . Lessor shall refer to Lessee any customers who make inquiries of any kind in connection with Lessee’s service. Lessor shall not act or hold itself out as acting in a representative capacity of Lessee.

b. Monitoring . In the event Lessor is made aware of a malfunction of any of the CNG Fueling Facilities, Lessor shall notify a Lessee representative immediately by calling Lessee’s emergency response number, 800-920-1166.

7. Term and Termination . The term of this Agreement shall commence on the Effective Date, and shall continue for a period of ten years (Initial Term). Following the Initial Term, this Agreement will continue from year to year unless terminated upon 120 days written advance notice to the other Party. During either the Initial Term or any time following the Initial Term, either Party may terminate this Agreement for convenience at any time and for any reason upon 120 days notice to the other Party.

a. Upon termination of this Agreement for any reason, Lessee shall have 90 days to remove the CNG Fueling Station equipment and any other of its personal property and restore the area where the CNG Fueling Facilities were installed to its condition prior to the installation of the CNG Fueling Facilities, not including the removal of permanent improvements, installed concrete, or underground piping. Lessee shall leave the Premises clean, usable, and in good repair, excepting normal wear and tear. If Lessor terminates this Agreement for convenience, Lessor shall be responsible to reimburse Lessee for (i) the full cost of removal of the CNG Fueling Facilities required to comply with this paragraph, including the current book value of equipment or facilities that cannot be reused once removed, and (ii) the full cost of natural gas to be delivered after the effective termination date for which Lessee has contracted in good faith prior to its receipt of Lessor’s notice of termination.

b. Lessee reserves the right to terminate this Agreement without penalty or further obligation to Lessor if, after using reasonable diligence to perform its obligations under this Agreement, it is unable to obtain the necessary approvals, licenses, permits, natural gas supplies and transportation services, or utility service required to accomplish the Purpose.

8. Taxes . Lessee shall pay, when due, personal property taxes assessed against the CNG Fueling Facilities. Lessor shall pay when due, all real property taxes and all other fees and assessments attributable to the Premises.

9. Compliance With Authorities . Lessee shall comply with the laws, statutes, regulations, and ordinances applicable to the installation, operation, and maintenance of the CNG Fueling Facilities.

10. Publicity . EVO Trillium, LLC may include Central Freight Lines’ name and logo as part of a customer list. Otherwise, neither Party shall use the names, tradenames, trademarks, whether registered or not, of the other Party in news releases, advertising, or other promotional releases, including customer lists, without securing the prior written approval of the other Party.

11. Default . A Party shall be in default of this Agreement if: (a) the Party fails to pay any amount due within 30 days of the date due; (b) if a receiver, liquidator, or trustee of the Party is appointed, if the Party is adjudicated bankrupt or insolvent, or if the Party files for bankruptcy; or (c) if the Party shall at any time be in default in the performance of any of the terms or conditions of this Agreement and shall fail to remedy such default within 30 days after receiving written notice thereof from the other Party. If the default of a Party arises due to the failure to pay amounts due under this Agreement, the non-defaulting Party may, in addition to any other remedies it may have under this Agreement, at law or in equity, apply funds due to the defaulting Party then in the possession of the non-defaulting Party and/or any future amounts due to defaulting Party under this Agreement to any unpaid past due amounts until all past due amounts have been paid in full. If the default of a Party arises by reason of insolvency, appointment of a receiver, liquidator, or trustee, or bankruptcy, the non-defaulting Party may, in addition to any other remedies it may have under this Agreement, at law or in equity, at its option, terminate this Agreement immediately.

If default arises for any other reason, the non-defaulting Party may terminate this Agreement on ten days written notice to the defaulting Party without any further liability whatsoever to the defaulting Party. In the event of termination due to the default of Lessor, Lessor shall be responsible for all costs of the removal of the CNG Fueling Facilities, including, but not limited to, attorney fees.

12. Contaminated Soil . If Lessee encounters any soil contamination during the installation, maintenance, upgrade, or removal of the CNG Fueling Facilities that requires remediation or poses a hazard to its employees or contractors, and provided that such contamination is not attributable to the activities of Lessee or its operation of the CNG Fueling Facilities, Lessee may suspend the work until the contamination is fully remediated by Lessor, at the sole cost of Lessor, regardless of the party who owns the property containing the contaminated soil, and to Lessee’s satisfaction.

13. Indemnification .

a. To the fullest extent permitted by law, Lessee shall release, indemnify, hold harmless, and defend Lessor, its parent company(s) and affiliates at any tier, and their respective directors, officers, employees, and agents (collectively Lessor Group), and require all of Lessee’s contractors at any tier to release, indemnify, hold harmless, and defend the Lessor Group, from and against any and all liabilities, losses, claims, demands, liens, fines, and actions of any nature whatsoever, including but not limited to reasonable attorney fees and defense costs (collectively Liabilities), for any injury, death, property damage, or other losses, to the extent caused by the negligence or willful misconduct of Lessee or Lessee’s contractors at any tier.

b. To the fullest extent permitted by law, Lessor shall release, indemnity, hold harmless, and defend Lessee, its parent company(s) and affiliates at any tier, and their respective directors, officers, employees, and agents (collectively Lessee Group), and require all of Lessor’s contractors at any tier to release indemnify, hold harmless, and defend the Lessee Group, from and against any and all Liabilities for any injury, death, property damage, or other losses, to the extent caused by the negligence or willful misconduct of Lessor or Lessor’s contractors at any tier.

c. To the fullest extent permitted by law, Lessor shall also release, indemnify, hold harmless, and defend the Lessee Group from and against any and all Liabilities (including, but not limited to, injury to, destruction of, or loss of use of natural resources, or any violation of any federal or state law, regulation, or municipal ordinance) arising out of, related to, or in connection with the discovery and/or presence of soil contamination or hazardous materials as defined in applicable state and/or federal regulation not solely attributable to the installation or maintenance of the CNG Fueling Facilities or the presence of Lessee on the Premises under this Agreement, except to the extent caused by the negligence of willful misconduct of the Lessee Group.

14. Insurance . Without limiting the indemnity obligations of each Party under this Agreement, during the term of this Agreement, without interruption, the Parties agree that each shall maintain insurance to support its indemnity obligations under this Agreement and/or accept the liabilities and risk of loss in whole or in part through a program of self-insurance.

15. Mutual Promises Against Lien . Lessor agrees and covenants that as of the Effective Date, there are no liens or encumbrances on the Premises that otherwise preclude Lessee from the installation, operation, and maintenance of the CNG Fueling Facilities. Neither Party shall, during the term of the Agreement, permit any lien or encumbrance to be attached to or upon any part of the Premises subject to this Agreement by reason of any act or omission, and each Party agrees to save and hold harmless the other Party from or against any such lien or encumbrance or claim of lien or encumbrance.

16. Sale of Premises; Condemnation .

a. In the event Lessor, or any successor owner of the Premises, shall sell, transfer, or otherwise convey the Premises, and the purchaser assumes in writing the obligations of Lessor under this Agreement, all liabilities and obligations on the part of Lessor, or such successor owner, under this Agreement accruing after such sale shall terminate, and thereupon all such liabilities and obligations from and after the sale shall be binding upon the new owner, and Lessor shall be released from all such obligations (but not any liabilities or obligations that accrued prior to such sale). Lessee agrees to attorn to such new owner, provided such new owner agrees in writing to assume all of the obligations of Lessor under this Agreement from and after the effective date of such sale, transfer, or conveyance.

b. Notwithstanding any provision of this Agreement to the contrary, if during the Initial Term of this Agreement Lessor sells, transfers, or conveys the Premises, and Lessee is involuntarily required because of such sale, transfer, or conveyance to remove the CNG Fueling Facilities, Lessor shall be liable for and agrees to reimburse Lessee the full cost of removal of the CNG Fueling Facilities as if this Agreement was terminated for convenience under paragraph 7. This provision shall survive any termination of this Agreement arising from the sale, transfer, or conveyance of the Premises.

c. If any legally, constituted authority condemns the Premises or such part thereof which shall make the Premises unsuitable for the Purpose, this Agreement shall cease when the public authority takes possession, and Lessor and Lessee shall account for all fees due as of that date. Such termination shall be without prejudice to the rights of either Party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither Party shall have any rights in or to any award made to the other by the condemning authority.

17. Memorandum of Lease . Upon execution of this Agreement, Lessee shall record a memorandum of lease with the County Recorder in Tarrant County, Texas. The notice of lease shall be in the form attached as Exhibit C, incorporated by this reference.

18. Force Majeure . Except for payment of amounts due under this Agreement, neither Party shall be responsible for delays caused by force majeure if the affected. Party provides the other Party notice and reasonably detailed information concerning an event of force majeure within 72 hours of its occurrence. No event of force majeure shall relieve the affected Party of its duty to use due diligence to resolve the effect of the force majeure as soon as commercially possible. An extension of time for completion shall be the sole remedy for such delay. As used in this paragraph, the term force majeure shall mean acts of God or public enemy; terrorism; declaration of war causing a shortage of materials; adverse weather conditions not reasonably anticipated; landslides, lightning, earthquakes, fires, and floods; delays in obtaining necessary authorization, licenses, or permits; strikes, lockouts, or other industrial disturbances; or other events which are beyond the reasonable control of the affected Party and which by the exercise of due diligence the affected Party shall not have been able to avoid or overcome. Notwithstanding the foregoing, the Party not claiming force majeure reserves the right to terminate this Agreement without penalty if the other Party’s period of non-performance exceeds 30 days from receipt of notice of the force majeure event.

19. Notices . All notices concerning this Agreement, other than the day-to-day communications between the Parties, shall be in writing and shall be sent to the relevant address set forth below. The Parties may designate other addressees or addresses by notice to the other Party. A notice shall be deemed effective (a) when given by hand delivery; (b) three days after deposit into the U.S. mail, postage prepaid; or (c) one business day after deposit with commercial overnight delivery service, charges prepaid.

	___________________________	EVO Trillium, LLC
	Attn:_______________________	Attn: Damon Cuzick
	___________________________	9899 W. Roosevelt Street
	___________________________	Tolleson, AZ 85353

20. Assignment . Lessor and Lessee shall have the right to assign this Agreement upon the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, each Party shall have the absolute right, without requiring the consent of the other Party, to assign this Agreement to its affiliates, holding companies or subsidiaries, and shall notify the other Party in writing of any such assignment. This Agreement shall be binding upon and inure to the benefit of the Parties’ permitted successors and assigns.

21. Applicable Law . The Parties shall conduct business in a lawful manner and in compliance with all applicable federal, state, and local laws, rules, regulations and orders. This Agreement shall be governed by and construed in accordance with the laws of Texas, excluding any choice of law provisions that would otherwise require application of laws of any other jurisdiction. In the event it becomes necessary for either Party to enforce its rights under this Agreement, then with or without litigation, the prevailing Party shall be entitled to recover all reasonable expenses, including attorney fees and costs, arising out of the enforcement of its rights.

22. Waiver . No waiver of any breach of the terms and conditions of this Agreement to be performed by either Party shall be construed to be a waiver of any succeeding breach.

23. Severance of Provisions . If any portion of this Agreement shall become illegal, null or void for any reason, or shall be held by any court of competent jurisdiction to be so, the remaining portions of this Agreement shall remain in full force and effect.

24. Entire Agreement . This document contains the entire agreement between the Parties. There are no covenants, representations, or warranties, express or implied, unless expressly set forth in this Agreement. This Agreement replaces and supersedes any prior Agreements between the Parties with respect to its subject matter. This Agreement is binding upon the successors and assigns of the Parties and may not be amended except in writing signed by the Parties.

25. Authority . Each person signing of this Agreement on behalf of a Party certifies the signer’s authority to bind that Party.

The Parties have executed this Agreement effective as of the date first written above.

Central Freight Lines		EVO Trillium, LLC

By:	/s/ Donald A. Orr	By:	/s/ Danny Cuzick
Name:	Donald A. Orr		Danny Cuzick
Title:	President, CEO		Chief Executive Officer

EXHIBIT A

Premises Legal Description

This Exhibit A is part of and subject to the Lease and Agreement by and between Central Freight Lines and EVO Trillium, LLC dated December 20, 2013, for a lease of space to provide CNG as a vehicular fuel at approximately 5200 East Loop 820 South, Fort Worth, Texas 76119 (Agreement). Capitalized terms used but not defined in this Exhibit A shall have the meaning assigned them in the Agreement.

The Parties agree that the Premises leased from Lessor to Lessee under the terms and conditions of the Agreements described by the legal description below.

LEGAL DESCRIPTION AND DIAGRAMS WILL FOLLOW WITHIN 30 DAYS OF THE SIGNING OF THIS DOCUMENT

The diagram on the following page illustrates the location of the Premises.

[INSERT IMAGE HERE]

EXHIBIT B

Preliminary Site Plan

This Exhibit B is part of and subject to the Lease and Agreement by and between Central Freight Lines, and EVO Trillium, LLC dated December 20, 2013, for a lease of space to provide CNG as a vehicular fuel at approximately 5200 East Loop 820 South, Fort Worth, Texas 76119(Agreement). Capitalized terms used but not defined in this Exhibit B shall have the meaning assigned them in the Agreement.

The diagram on the next page(s) indicate(s), as of the Effective Date, the planned location of the lines, facilities, and equipment to be installed and maintained by Lessee under the terms and conditions of the Agreement. The locations shown are approximate and are subject to change.

DIAGRAMS WILL FOLLOW WITHIN 30 DAYS OF THE SIGNING OF THIS DOCUMENT

[INSERT SITE DIAGRAM DETAIL HERE]

Exhibit 10.11

LIMITED LIABILITY COMPANY AGREEMENT
OF
ENVIRONMENTAL ALTERNATIVE FUELS, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”) dated as of May 3rd, 2012 of Environmental Alternative Fuels, LLC, a Delaware limited liability company (the “ Company ”), is by and among the Members (as herein defined).

WHEREAS, the Members wish to form a limited liability company pursuant to the Delaware Limited Liability Company Act, Delaware Code, Title 6, Sections 18-101, et seq., as amended from time to time (the “ Delaware Act ”), by having the Certificate of Formation of the Company, as amended (the “ Certificate of Formation ”) filed with the Secretary of State of the State of Delaware and entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the Members hereby agree as follows:

ARTICLE I
Definitions

1.1. Definitions . The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided in this Agreement):

“ Affiliate ” shall mean any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person.

“ Capital Account ” means the capital account maintained for a Member.

“ Capital Contribution ” means any contribution to the capital of the Company in cash or property by a Member, whenever made. The Capital Contributions, if any, shall be set forth on Schedule A hereto, as updated or amended from time to time.

“ Certificate ” means the Certificate of Formation (as herein defined), as such Certificate of Formation may be amended, supplemented or restated from time to time.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time.

“ Cuzick ” means Danny Cuzick.

“ Delaware Act ” means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

“ Fiscal Year ” means the Company’s Taxable Year.

“ GCL ” means the General Corporation Law of the State of Delaware, as the same may be amended from time to time.

“ Member Unit ” means a Unit having the rights and obligations specified with respect to a “Member Unit” in this Agreement.

“ Majority in Voting Interest ” means, at any time, a Member or Members which own at least 75% of the votes of all of the Voting Units outstanding at such time.

“ Managing Member(s) ” has the meaning set forth in Section 3.1 .

“ Member ” means each Person identified on the Members Schedule as of the date hereof who is a party to or is otherwise bound by this Agreement and each Person who may hereafter be admitted as a Member in accordance with the terms of this Agreement. The Members shall constitute the “members” (as that term is defined in the Delaware Act) of the Company.

“ Membership Interest ” means the interest acquired by a Member in the Company to which such Member may be entitled as provided in this Agreement or the Delaware Act.

“ Person ” means any individual, corporation, partnership, limited liability company, trust, joint venture, governmental entity or other unincorporated entity, association or group.

“

Tax Matters Partner ” has the meaning set forth in Code Section 6231.

“ Taxable Year ” means the Company’s taxable year ending on December 31 (or part thereof in the case of the Company’s first and last taxable year), or such other year as is (i) required by Code Section 706 or (ii) determined by the Managing Member(s) (if no year is so required by Code Section 706).

“ Transfer ” means any direct or indirect sale, transfer, pledge or other disposition or encumbrance.

“ Treasury Regulations ” means the final or temporary regulations that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“ Unit ” means a unit representing a fractional part of the Membership Interests of all of the Unitholders and shall include all types and classes and/or series of Units.

“ Unitholder ” means with respect to any Unit, the record holder thereof as evidenced on the Members Schedule.

“ Voting Units ” means the Member Units.

1.2. Other Definitional Provisions . Capitalized terms used in this Agreement that are not defined in this Article I have the meanings specified elsewhere in this Agreement. Defined terms used in this Agreement in the singular shall import the plural and vice versa.

ARTICLE II
Organization of the Company

2.1. Formation .

(a) The Certificate of Formation was prepared, executed and filed with the Secretary of State of the State of Delaware on March 28, 2012 under the name “Clean-n-Green Alternative Fuels, LLC,” by Christopher J. Hagan, as an “authorized person” for such purpose within the meaning of the Delaware Act, all of which is hereby authorized and ratified in all respects. The Certificate of Formation was amended on May 1, 2012 to change the Company’s name to “Environmental Alternative Fuels, LLC.” This Agreement shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Delaware Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware Act, control.

(b) Any officer of the Company as an “authorized person” within the meaning of the Delaware Act, is hereby authorized, at any time that the applicable Member(s) have approved an amendment to the Certificate in accordance with the terms hereof, to promptly execute, deliver and file such amendment in accordance with the Delaware Act.

(c) It is intended that the Company be treated as a partnership for federal, state and local income tax purposes. Each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment, and no Member shall take any action inconsistent with such treatment. The Company shall not be deemed a partnership or joint venture for any other purpose.

2.2. Name . The name of the Company is “Environmental Alternative Fuels, LLC” or such other name or names as the Managing Members may from time to time designate; provided , that the name shall always contain he words “Limited Liability Company”, “LLC” or “L.L.C.”

2.3. Registered Office; Agent . The Company shall maintain a registered office in the State of Delaware at c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, Delaware 19801 or at such other place within Delaware as an authorized officer of the Company may designate. The name and address of the Company’s registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, Delaware 19801 or such other agent as an authorized officer of the Company may from time to time designate.

2.4. Term . The term of existence of the Company shall be perpetual from the date the Certificate of Formation was filed with the Secretary of State of Delaware, unless the Company is dissolved in accordance with the provisions of this Agreement.

2.5. Purposes and Powers . The purposes and character of the business of the Company shall be to transact any or all lawful business for which limited liability companies may be organized under the Delaware Act. The Company shall have any and all powers which are necessary or desirable to carry out the purposes and business of the Company, including the ability to incur and guaranty indebtedness, to the extent the same may be legally exercised by limited liability companies under the Delaware Act. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

ARTICLE III
Management of the Company

3.1. Managing Members .

(a) Establishment . Cuzick and Damon Cuzick shall each be the initial Managing Members of the Company (the “ Managing Members ”). The Managing Members shall each have the power to act for or on behalf of, or to bind the Company (including as a result of being a “manager” (as that term is defined in the Delaware Act) of the Company as further provided in this Section 3.1 . In the event of the resignation, death or disability of either Cuzick and/or Damon Cuzick, a majority of the Voting Units shall appoint a successor Managing Member.

(b) Powers . The business and affairs of the Company shall be managed by or under the direction of the Managing Members. All actions outside of the ordinary course of business of the Company to be taken by or on behalf of the Company shall require the approval of a Managing Member.

3.2. Managing Member Action - Matters Requiring Member Approval . The following matters may not be determined by a Managing Member except with the approval of a majority of the Voting Units:

(a) Adopting resolutions with respect to the sale of the Company’s assets;

(b) Approving the entry of the Company into transactions with Members or any related persons or Affiliates;

(c) Approve any sale of a majority of the Units of the Company to any Person or any merger or consolidation of the Company with or into any Person;

(d) Liquidate, wind up or sell all or substantially all of its assets (on a consolidated basis);

(e) effect a recapitalization or reorganization of the Company in any form of transaction or reclassify any of its outstanding equity securities; or

(f) incur any indebtedness for borrowed money.

3.3. Officers .

(a) Appointment of Officers . The Managing Members (or either of them) shall appoint individuals as officers (“ officers ”) of the Company, which may include a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary and such other officers (such as a Chief Operating Officer, a Treasurer or any number of Vice Presidents) as a Managing Member deems advisable. No officer need be a Member. An individual may be appointed to more than one office. Each officer of the Company shall be a “manager” (as that term is used in the Delaware Act) of the Company, but, notwithstanding the foregoing, no officer of the Company shall have any rights or powers beyond the rights and powers granted to such officer in this Agreement. The initial officers of the Company are listed on Schedule B hereto.

3.4. Performance of Duties; Liability of Managing Members and Officers . In performing his or her duties, each of the Managing Members and the officers shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports, or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid), of the following other Persons or groups: (A) one or more officers or employees of the Company; (B) any attorney, independent accountant, or other Person employed or engaged by the Company; or (C) any other Person who has been selected with reasonable care by or on behalf of the Company, in each case as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Delaware Act. No individual who is a Managing Member or an officer of the Company, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Managing Member or an officer of the Company or any combination of the foregoing.

3.5. Indemnification . Notwithstanding Section 3.4 , the Managing Members and officers shall not be liable, responsible or accountable for damages or otherwise to the Company, or to the Members, and, to the fullest extent allowed by law, each Managing Member and each officer shall be indemnified and held harmless by the Company, including advancement of reasonable attorneys’ fees and other expenses from and against all claims, liabilities, and expenses arising out of any management of Company affairs; provided that (A) such Managing Member’s or officer’s course of conduct was pursued in good faith and believed by him to be in the best interests of the Company and was reasonably believed by him to be within the scope of authority conferred on such Managing Member or officer pursuant to this Agreement and (B) such course of conduct did not constitute gross negligence, willful misconduct or fraud on the part of such Managing Member or officer and otherwise was in accordance with the terms of this Agreement. The rights of indemnification provided in this Section 3.5 are intended to provide indemnification of the Managing Members and the officers to the fullest extent permitted by the GCL regarding a company’s indemnification of its Managing Members and officers and will be in addition to any rights to which the Managing Members or officers may otherwise be entitled by contract or as a matter of law and shall extend to his heirs, personal representatives and assigns. The absence of any express provision for indemnification herein shall not limit any right of indemnification existing independently of this Section 3.5 . Each Managing Member’s and each officer’s right to indemnification pursuant to this Section 3.5 may be conditioned upon the delivery by such Managing Members or such officer of a written undertaking to repay such amount if such individual is determined pursuant to this Section 3.5 or adjudicated to be ineligible for indemnification, which undertaking shall be an unlimited general obligation.

ARTICLE IV
Members; Voting Rights

4.1. Meetings of Members .

(a) Generally . Meetings of the Members may be called by (i) a Managing Member or (ii) by a Member or Members holding more than 25% of the then outstanding votes attributable to the then outstanding Voting Units. Only Members who hold Voting Units shall have the right to attend meetings of the Member. All meetings of the Members shall be held telephonically or at the principal office of the Company or at such other place within or without the State of Delaware as may be determined by the Managing Member or Member(s) calling the meeting and set forth in the respective notice or waivers of notice of such meeting. A record shall be maintained by the Company of each meeting of the Members.

(b) Notice of Meetings of Members . Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting of the Members, describing the purposes for which the meeting is called shall be delivered not fewer than ten days, but not more than sixty days, before the date of the meeting, either personally or by any written method by which it is reasonable to expect that the Members would receive such notice not later than the business day prior to the date of the meeting, to each holder of Voting Units (with a copy to the Secretary of the Company), by or at the direction of the Member(s) calling the meeting or the Managing Member(s), as the case may be. Such notice may, but need not, specify the purpose or purposes of such meeting and may, but need not, limit the business to be conducted at such meeting to such purpose(s). Attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(c) Quorum . Except as otherwise provided herein or by applicable law, at any time, a Majority in Voting Interest, represented in person or by proxy, shall constitute a quorum of Members for purposes of conducting business. Once a quorum is present at the meeting of the Members, the subsequent withdrawal from the meeting of any Member prior to adjournment or the refusal of any Member to vote shall not affect the presence of a quorum at the meeting. If, however, such quorum shall not be present at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until Members which own a Majority in Voting Interest shall be present or represented. Except as otherwise required by applicable law, resolutions of the Members at any meeting of Members shall be adopted by the affirmative vote of a majority of the Voting Units represented and entitled to vote at such meeting at which a quorum is present.

(d) Actions Without a Meeting . Unless otherwise prohibited by law, any action to be taken at a meeting of the Members may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by a Member or Members holding not less than a Majority in Voting Interest. A record shall be maintained by the Company of each such action taken by written consent of a Member or Members.

4.2. Voting Rights . Except as specifically provided herein or otherwise required by applicable law, for all purposes hereunder, including for purposes of Article III hereof, each Member shall be entitled to one vote per Voting Unit held by such Member. A Member which owns Voting Units may vote or be present at a meeting either in person or by proxy.

4.3. Registered Members . The Company shall be entitled to treat the owner of record of any Units as the owner in fact of such Unit for all purposes, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Unit on the part of any other person, whether or not it shall have express or other notice of such claim or interest, except as expressly provided by this Agreement or the laws of the State of Delaware.

4.4. Limitation of Liability . No Member will be obligated personally for any debt, obligation or liability of the Company or of any of its subsidiaries or other Members by reason of being a Member, whether arising in contract, tort or otherwise. Except as otherwise provided in the Delaware Act, by law or expressly in this Agreement, no Member will have any fiduciary or other duty to another Member with respect to the business and affairs of the Company or of any of its subsidiaries. No Member will have any responsibility to contribute to or in respect of the liabilities or obligations of the Company or of any of its subsidiaries or return distributions made by the Company.

4.5. Withdrawal; Resignation . A Member shall not cease to be a Member as a result of the bankruptcy of such Member or as a result of any other events specified in § 18-304 of the Delaware Act. So long as a Member continues to own or hold any Units, such Member shall not have the ability to resign as a Member prior to the dissolution and winding up of the Company and any such resignation or attempted resignation by a Member prior to the dissolution or winding up of the Company shall be null and void. As soon as any Person who is a Member ceases to own or hold any Units, such Person shall no longer be a Member.

4.6. Death of a Member . The death of any Member shall not cause the dissolution of the Company. In such event the Company and its business shall be continued by the remaining Member or Members and the Units owned by the deceased Member shall automatically be transferred to such Member’s heirs (provided that, within a reasonable time after such transfer, the applicable heirs shall sign a joinder to this Agreement).

4.7. Authority . No Member, in its capacity as a Member, shall have the power to act for or on behalf of, or to bind the Company.

4.8. Outside Activities . Subject to this Agreement and subject to the terms of any written agreement by any Member to the contrary (including any consulting or other agreements with Accubuilt), a Member may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities which compete with the Company, and no Member (unless such Member is an employee of the Company or one of its subsidiaries) shall have any duty or obligation to bring any “corporate opportunity” to the Company. Subject to the terms of any written agreement by any Member to the contrary, neither the Company nor any other Member shall have any rights by virtue of this Agreement in any business interests or activities of any Member.

ARTICLE V
Units; Membership

5.1. Units Generally . The Membership Interests of the Members shall be represented by issued and outstanding Units. The Members of the Company as of the date hereof are as be listed on the Schedule of Members attached hereto and such schedule shall be amended from time to time by the Company, among other reasons, to reflect the admission of additional Members pursuant to this Agreement, a copy of which as of the execution of this Agreement is attached hereto as Schedule A . The Company hereby grants to each of the Members the Units listed on Schedule A hereto.

Transfers of Units . A Member may not Transfer any Unit (except to his or its Affiliates) unless such Member has received the prior written consent of a Majority in Voting Interest. Any attempted Transfer in contravention of this Section 5.2 shall be null and void, and the Company shall not record such Transfer on its books or treat any such purported Transferee of such Units as the owner thereof for any purpose.

5.2. Representations and Warranties of each Member .

(a) Such Member is authorized, empowered and qualified to execute this Agreement and to make an investment in the Company as herein contemplated. This Agreement is valid, binding and enforceable against such Member in accordance with its terms.

(b) Such Member is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

(c) Such Member understands that the Units issued to such Member hereunder have not been, and will not be, registered under the Securities Act or any state securities laws, and are being offered and sold in reliance upon federal and state exemptions from registrations for transactions not involving any public offering. Such Member recognizes that reliance upon such exemptions is based in part upon the representations and warranties of such Member contained in this Section 5.3 . Such Member represents and warrants that the Units issued to such Member will be acquired by such Member solely for the account of such Member, for investment purposes only and not with a view to the distribution thereof in violation of federal or state securities laws.

ARTICLE VI
Capital Contributions and Capital Accounts

6.1. Capital Contributions .

(a) No Member shall make or be required to make any additional contributions to the Company with respect to such Member’s Units. Except as expressly provided herein, no Member, in its capacity as a Member, shall have the right to receive any cash or any other property of the Company.

(b) In the event that Capital Contributions are made to the Company, the Company shall maintain a separate capital account for each Member in accordance with applicable tax law as determined by the Managing Member(s). Loans by Members to the Company shall not be considered Capital Contributions.

ARTICLE VII
Distributions

7.1. Generally .

(a) Subject to annual distributions for income taxes to the Members, the Managing Member(s) shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention and establishment of reserves of, or payment to third parties of, such funds as deemed necessary with respect to the reasonable business needs of the Company which shall include the payment or the making of provision for the payment when due of the Company’s obligations, including the payment of any management or administrative fees and expenses or any other obligations. Subject to any return of capital, distributions shall be made in accordance with the number of Units of the Members.

(b) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution to Members if such distribution would violate Section 18-607 of the Delaware Act or other applicable law.

7.2. Indemnification and Reimbursement for Payments on Behalf of a Member . Except as otherwise provided in this Agreement, if the Company is required by law (as determined by the Tax Matters Partner based on the advice of legal or tax counsel to the Company) to make any payment on behalf of a Member in its capacity as such (including in respect of withholding taxes, personal property taxes, and unincorporated business taxes, etc.), then such Member (the “ Indemnifying Member ”) will indemnify the Company in full for the entire amount paid, including interest, penalties and expenses associated with such payment. At the option of any Managing Member, the amount to be indemnified may be charged against a Capital Account of the Indemnifying Member, and, at the option of a Managing Member, either:

(a) promptly upon notification of an obligation to indemnify the Company, the Indemnifying Member will make a cash payment to the Company in an amount equal to the full amount to be indemnified (and the amount paid will be added to the Indemnifying Member’s Capital Account but will not be deemed to be a Capital Contribution), or

(b) the Company will reduce distributions which would otherwise be made to the Indemnifying Member until the Company has recovered the amount to be indemnified (and the amount of such reduction will be deemed to have been distributed for all purposes, but such deemed distribution will not further reduce the Indemnifying Member’s Capital Account).

A Member’s obligation to make contributions to the Company under this Section 7.2 will survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 7.2 , the Company will be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 7.2 , including instituting a lawsuit to collect such contribution with interest calculated at a rate equal to the Company’s and its subsidiaries’ effective cost of borrowed funds.

ARTICLE VIII
Elections and Reports

8.1. Generally . The Company will keep appropriate books and records with respect to the Company’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 8.3 .

8.2. Tax Status . The Members intend that the Company be treated as a partnership for federal, state and local income tax purposes and the Company and each Member shall file all tax returns on the basis consistent therewith.

8.3. Reports . The Company will use reasonable best efforts to deliver or cause to be delivered, by March 15 of each year, to each person who was a Member at any time during the previous Taxable Year, all information (including a Schedule K-1) reasonably necessary for the preparation of such person’s United States federal income tax returns and any state, local and foreign income tax returns which such person is required to file as a result of the Company being engaged in a trade or business within such state, local or foreign jurisdiction, including a statement showing such person’s share of income, gains, losses, deductions and credits for such year for United States federal income tax purposes (and, if applicable, state, local or foreign income tax purposes).

8.4. Tax Elections . The Tax Matters Partner will determine whether to make or revoke any available election pursuant to the Code; provided , however , that to the extent any such election could reasonably be expected to adversely affect any Member, such election shall only be made with the consent of such Member (which consent shall not be unreasonably withheld, conditioned or delayed). Each Member will, upon request, supply the information necessary to give proper effect to any such election.

8.5. Tax Controversies . A Majority in Voting Interest shall designate the “Tax Matters Partner” (as such term is defined in Code Section 6231) for the Company. The Tax Matters Partner is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith; provided that the Tax Matters Partner may be replaced by action of a Majority in Voting Interest. Each Member agrees to cooperate with the Tax Matters Partner and to do or refrain from doing any or all things reasonably requested by the Tax Matters Partner with respect to the conduct of such proceedings. Subject to the foregoing proviso, the Tax Matters Partner will have sole discretion to determine whether the Company (either in its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. Notwithstanding anything to the contrary in this Section 8.5 , the Tax Matters Partner (x) shall provide each Member with prompt notice of any tax proceeding and (y) shall not bind any Member to any settlement that could reasonably be expected to adversely impact such Member without the prior consent of such Member (which consent shall not be unreasonably withheld, conditioned or delayed). Any deficiency for taxes imposed on any Member (including penalties, additions to tax or interest imposed with respect to such taxes) will be paid by such Member, and if required to be paid (and actually paid) by the Company, will be recoverable from such Member as provided in Section 7.2 .

8.6. Waiver of Section 18-305 of the Delaware Act . Except as expressly set forth herein, each Member hereby irrevocably waives any and all rights that such Member may have to receive information from the Company pursuant to Section 18-305 of the Delaware Act.

ARTICLE IX
Dissolution and Liquidation

9.1. Dissolution . The Company shall be dissolved and its affairs wound up only upon the happening of any of the following events:

(a) Upon the election to dissolve the Company by action of a Majority in Voting Interest; or

(b) The entry of a decree of judicial dissolution under § 18-802 of the Delaware Act; provided , that, notwithstanding anything contained herein to the contrary, no Member shall make an application for the dissolution of the Company pursuant to § 18-802 of the Delaware Act without the unanimous approval of the Members.

Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the winding up of the Company has been completed, the assets of the Company have been distributed and the Certificate shall have been canceled.

ARTICLE X
Miscellaneous Provisions

10.1. Notices .

(a) All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission against facsimile confirmation or mailed by internationally recognized overnight courier prepaid, to (i) any Member, at such Member’s address set forth on the Members Schedule, and (ii) the Company, to the Company’s Chief Executive Officer and Secretary at the Company’s principal place of business (or in any case to such other address as the addressee may from time to time designate in writing to the sender).

(b) All such notices, requests and other communications will (i) if delivered personally to the address as provide in Section 10.1(a) be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided for in Section 10.1(a) , be deemed given upon facsimile confirmation and (iii) if delivered by overnight courier to the address as provided in Section 10.1(a) , be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice is to be delivered pursuant to this Section 10.1 ).

10.2. Governing Law . All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement and the schedules to this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, and specifically the Delaware Act, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

10.3. No Action for Partition . No Member shall have any right to maintain any action for partition with respect to the property of the Company.

10.4. Headings and Sections . The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement. Unless the context requires otherwise, all references in this Agreement to Sections, Articles or Schedules shall be deemed to mean and refer to Sections, Articles or Schedules of or to this Agreement.

10.5. Amendments and Waivers . Except as otherwise expressly set forth in this Agreement, the Certificate and this Agreement may be amended, modified, waived or restated only upon the written consent of a Majority in Voting Interest; and any such amendment, modification, waiver or restatement to which such written consent is obtained will be binding upon the Company and each Member.

10.6. Number and Gender . Where the context so indicates, the masculine shall include the feminine, the neuter shall include the masculine and feminine, and the singular shall include the plural.

10.7. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

10.8. Remedies . Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The Members agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

10.9. Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.

10.10. No Strict Construction . The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

10.11. Entire Agreement and Incorporation by Reference . Except as otherwise expressly set forth in this Agreement, this Agreement and the other agreements referred to in this Agreement embody the complete agreement and understanding among the parties to this Agreement with respect to the subject matter of this Agreement and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement in any way.

10.12. Parties in Interest . Nothing herein shall be construed to be to the benefit of or enforceable by any third party including, but not limited to, any creditor of the Company.

10.13. Binding Effect . Except as otherwise provided to the contrary in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Members, their distributees, heirs, legal representatives, executors, administrators, successors and permitted assigns.

10.14. Counterparts; Facsimile . This Agreement may be executed in multiple counterparts (and may be transmitted via facsimile), each of which shall be deemed to be an original and shall be binding upon the Member who executed the same, but all of such counterparts shall constitute the same agreement.

* * * *

IN WITNESS WHEREOF, the undersigned, have executed this Limited Liability Company Agreement of Environmental Alternative Fuels, LLC as of the date first written above.

	/s/ Danny Cuzick
	Danny Cuzick

	/s/ Damon Cuzick
	Damon Cuzick

	/s/ Theril Lund
	Theril Lund

	/s/ Thomas Kiley
	Thomas Kiley

Schedule A

Environmental Alternative Fuels, LLC Members Schedule
(as of May 2, 2012)

Members	Member Units		Total Capital Contributions
Danny Cuzick		500	$
Damon Cuzick		200	$
Theril Lund		200	$
Thomas Kiley		100	$
Total		1,000	$

Schedule B

Environmental Alternative Fuels, LLC

Officers List

Name		Title
Danny Cuzick		President & Chief Executive Officer
Damon Cuzick		General Manager & Chief Operating Officer
Theril Lund		Chief Financial Officer
Thomas Kiley		Chief Information Officer

Exhibit 10.12

	Reference:
	Gas Company Project #: 00000172583
	Project Location: 11888 MISSION BLVD

04/03/2014

DANNY CUZICK

DIRECTOR

EVO – TRILLIUM

9899 W ROOSEVELT ST

TOLLESON, AZ 85353

Project Scope:

Non-Residential, commercial, project located at 11888 Mission Blvd and Wineville, in the City of Mira Loma, County of Riverside.

Install Main, Service, Meter to the specified location in Company provided trench.

The engineering required for the installation of the gas facilities as described above in the Project Scope, based on the information you have provided us, has been completed. The attached “Exhibit A” dated 04/03/2014 details the estimated costs and allowances, and also indicates any advances and contributions, if required at this time.

Please provide us with an address list for the property, if applicable, including any internal apartment or unit numbers or letters as quickly as possible. This will assist us in providing timely installation of the requested gas meters and/or refunds of your refundable advances.

To acknowledge your receipt of the Exhibit A, confirmation of the scope of the Project, and receipt and agreement with the enclosed General Conditions , please have this letter executed by your authorized representative(s) (owner or corporate officer) and return all pages to The Gas Company representative listed below. Your return of the executed copy of this letter plus any required advance will constitute your request to The Gas Company to schedule the installation and your agreement to Exhibit A and the General Conditions. Timely return of this letter will ensure that your construction is not delayed. A copy of the letter has been provided for your records.

Thank you for this opportunity to provide you with natural gas to serve your energy requirements. We are pleased to have you as a Gas Company customer, and want to provide you with the best possible service. If you have any questions, please contact me at (909) 335-7680.

Sincerely,

SALVADOR GUERRERO

FIELD PLANNING ASSOCIATE

4495 HOWARD AVE

RIVERSIDE, CA 92507-5534

SOUTHERN CALIFORNIA GAS COMPANY – GENERAL CONDITIONS FOR LINE EXTENSIONS

These are the general conditions under which Southern California Gas Company (“The Gas Company”) will provide line extensions for Applicants.

I. COSTS

A. Estimates and Duration . The enclosed Exhibit A estimate is valid for 90 days and may be revised after that time if the installation of gas facilities for the Project has not begun. Once The Gas Company begins the installation, the estimated cost will remain in effect for 12 months. If at the end of the twelve months the work is not complete, The Gas Company reserves the right to calculate its costs for the work completed, less applicable allowances, and issue a new project and Line Extension Contract for the remaining installation work. If additional monies are due, Applicant agrees to pay them within 30 days after invoice. Applicant will be responsible for costs of engineering, planning, surveying, right of way acquisition and other associated costs.

B. Allowances . Applicant(s) receiving allowances as an offset to the installation costs are responsible for these costs and may be billed subject to the following: line extension(s) where allowances have been granted to the Applicant based on future gas load(s) must have the gas meter(s) installed and turned on with bona fide load within six (6) months for main/main and service(s) installations and twelve (12) months for service(s) only installations. These time frames commence from the date The Gas Company completed the installation of gas facilities. If Applicant fails to comply, the Applicant will be billed for the difference between estimated allowances and authorized allowances, as described in Tariff Rules 20 and/or 21. The bill amount will include Income Tax Component Contribution and Advances (ITCCA/CIAC) Tax. Applicant requested temporary service(s) are fully collectible. Refunds shall be made and calculated in accordance with Rule 22.

C. Attorneys’ Fees and Offset . If The Gas Company is required to bring an action to collect monies due or to enforce any other right or remedy, Applicant agrees that The Gas Company is entitled to recover its reasonable attorneys’ fees and costs. The Gas Company may withhold from any payments due Applicant any amounts Applicant owes The Gas Company.

II. INDEMNITY

A. General . Applicant shall indemnify and hold The Gas Company harmless from and against all liability (excluding only Pre-Existing Environmental Liability) connected with or resulting from injury to or death of persons, including but not limited to employees of The Gas Company or Applicant, injury to property of The Gas Company, Applicant or a third party, or violation of local, state or federal laws or regulations (excluding environmental laws or regulations) (including attorneys’ fees) arising out of the performance of this Contract, except only for liability to the extent it is caused by the negligence or willful misconduct of The Gas Company.

B. Environmental . Applicant shall indemnify and hold The Gas Company harmless from and against any and all liability (including attorneys’ fees) arising out of or in any way connected with the violation or compliance with of any local, state, or federal environmental law or regulation as a result of pre-existing conditions at the Project site, release or spill or any pre-existing hazardous materials or waste, or cut of the management and disposal of any pre-existing contaminated soils or groundwater, hazardous or nonhazardous, removed from the ground as a result of The Gas Company work performed (“Pre-Existing Environmental Liability”), including, but not limited to, liability for the costs, expenses, and legal liability for environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration, remedial work, penalties, and fines arising from the violation for any local, state, or federal law or regulation, attorneys’ fees, disbursements, and other response costs. As between Applicant and The Gas Company, Applicant agrees to accept full responsibility for and bear all costs associated with Pre-Existing Environmental Liability. Applicant agrees that The Gas Company may stop work, terminate it, redesign the gas facilities to a different location, or take other action reasonably necessary to complete its work without incurring any Pre-Existing Environmental Liability.

C. Withhold Rights . In addition to any other rights to withhold, The Gas Company may withhold from payments due Applicant such amounts as, in The Gas Company’s reasonable opinion, are necessary to provide security against all loss, damage, expense and liability covered by the foregoing indemnity provisions.

III. WARRANTY

The Gas Company requires that Applicant warrant all materials and workmanship performed by Applicant (directly or through a contractor other than The Gas Company) shall be free of all defects and fit for their intended purposes. A one-year warranty on any materials and a two-year warranty on any installation work provided are required. If Applicant’s work or materials fail to conform to the warranty, Applicant shall reimburse The Gas Company for the total cost of repair and/or replacement or The Gas Company may give Applicant the opportunity to fix within a reasonable time such defect(s). Such reimbursements are non-refundable and the amount of such reimbursements may be withheld by The Gas Company an offset against refundable amounts owed Applicant.

IV. TARIFF RULES / COMMISSION

A. This Line Extension Contract (“Contract”) consists of and incorporates by reference the line extension contract letter, Exhibits A, General Conditions and all of The Gas Company’s applicable tariff schedules and rules as filed from time to time with the California Public Utilities Commission (“Commission”), including but not limited to, the Preliminary Statement and Rules 2, 3, 4, 9, 13, 20, 21, and 22. Copies of these rules may be obtained by visiting the SoCalGas’ Internet site at www.socalgas.com or by requesting copies from your Gas Company representative.

B. This contract is at all times subject to such changes or modifications as the Commission may direct from time to time in the exercise of its jurisdiction.

C. No agent of The Gas Company has authority to make any terms or representations not contained in this Contract and the tariff schedules and Applicant hereby waives them and agrees neither The Gas Company nor Applicant shall be bound by them.

V. JOINT AND SEVERAL LIABILITY

Where two or more parties are Applicants for a Project, The Gas Company shall direct all communications, bills and refunds to the designated Applicant, but all Applicants shall be jointly and severally liable to comply with all terms and conditions herein.

VI. STUB EXTENSIONS

Stub costs are refundable only to the extent the allowances generated by stub extensions exceed the main to meter installation costs, and only for ten years from the date of the stub installation. Refunds will be made without interest, and no refund will be made in excess of the amount advanced.

VII. AUTHORIZED SIGNATURE

If Applicant is a corporation, partnership, joint venture, or a group of individuals, the subscriber hereto represents that he has the authority to bind said corporation, partners, joint venture, or individuals as the case may be.

My signature below represents my agreement and acceptance of the Project confirmation, Exhibit A and Southern California Gas Company’s General Conditions For Line Extension . I acknowledge and agree that The Gas Company’s cost and allowance estimates for this Project were based on information provided by me or my authorized representative. I further acknowledge and agree that my signature represents my/my company’s agreement and understanding that subsequent changes in Project scope may affect the installation price and further, that if allowances have been granted, an additional contribution may be required if the future loads on which the allowances were based do not materialize.

APPLICANT: EVO – TRILLIUM

By:			Address:
			(Future bills, refunds, and correspondence
/s/ Danny R. Cuzick			will be mailed to the address given)
(Authorized Signature)			9899 W. Roosevelt St
			Tolleson, AZ 85353

Danny R. Cuzick
(Print Name)

Title:			Telephone:

President			(623) 907-9900

Date:			Social Security or Federal Tax ID No.

4/14/2004			No. ___________________________________

Date Mailed

Project ID 00000172583

04/03/2014

Exhibit A

COST AND ALLOWANCE CALCULATION (ESTIMATES)

(x) Trenching by Company (x) Gas Only Trench

$ 1477865.64

$ 0.00 -

$ 1477865.64 =

$ 0.00

Project Cost	*Site Preparation	Allowance Applied

Advance Required (Refundable)			$ 0.00

Advance Required (Non-Refundable)			$ 0.00

ITCCA (CIAC Tax)	$ 0.00 x	35 % =	$ 0.00

Payment Received			$ 0.00

Total Amount Due			$ 0.00

*Site preparation reimbursement for applicant provided trench will be treated per Tariff Rules 20 & 21 and payments, if any, will be based on the agreed upon price per foot times the actual footage of the trench used.

Form 3505-D, Effective 09/05	Line Extension Contract #: 00000172583-2

Date Mailed	Detach and return this portion with your payment.
04/03/2014
	THIS BILL IS NOW DUE AND PAYABLE

	EVO – TRILLIUM
	9899 W ROOSEVELT ST
	TOLLESON, AZ 85353


	NBMS Project ID 00000172583-2

PLEASE PAY THIS AMOUNT

0.00

9200017258301000000000000080000		92 000172583 8

		Line Extension Contract

Exhibit 10.13

FUEL PURCHASE AGREEMENT

THIS FUEL PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of this 12th day of April, 2013, by and between Environmental Alternative Fuels, LLC, a Delaware limited liability company (“ Company ”), and Central Freight Lines, Inc., a ________________________________ (“ Customer ”).

BACKGROUND

Company is in the business of developing, owning and operating compressed natural gas (“CNG”) fueling stations. Company is currently in the process of developing and constructing such a fueling station on the property located at the Central Freight Fort Worth Terminal, 5200 E. Loop 820 South Fort Worth, TX (the “Station”). Customer owns and operates a commercial truck fleet and desires to assure itself of a supply of compressed natural gas to its fleet.

DEFINITIONS

Gasoline Gallon Equivalent (GGE) : The volume of natural gas needed to produce the same amount of energy contained in one regular gallon of unleaded gasoline. This is deemed to be 125,000 BTUs per gallon.

Diesel Gallon Equivalent (DGE) : The volume of natural gas needed to produce the same amount of energy as one gallon diesel fuel. This is deemed to be 138,000 BTUs per gallon.

DGE to GGE Conversion : The conversion necessary to calculate the number of GGEs in DGE. For the purposes of this document it is deemed that there are 1.104 GGEs in 1 DGE. The process for converting DGE to GGE is to multiply the DGE volume by 1.104. For example to convert 10 DGEs to GGEs the equation would be 10*1.104=11.104

WEIGHTS AND MEASURES

The United States Office of Weights and Measures currently uses GGE for all CNG gas station regulation. Therefore, all contracts, statements, receipts, etc regarding the volume of fuel sold, to be sold, will be shown in GGE.

AGREEMENT

Purchase of CNG.

Purchase and Sale of CNG . From and after the Start Date (as defined in Section 2.b below), subject to the terms and conditions of this Agreement, Company shall supply to Customer at the Station(s), and Customer shall purchase from Company at the Station(s), CNG for fueling of motor vehicles.

Minimum Purchase Requirement . During each contract year during the term of this Agreement, with the first such period beginning on the Start Date and each subsequent period beginning on the annual anniversary of the Start Date (each such period a :Contract Year”), Customer shall purchase the following minimum volume of CNG from the Station(s).

During the first such Contract Year - at least 772.800 GGE (or 700.000 DGE ) of CNG from Company at the Station(s); and

ii.

provided, however, that such minimum purchase requirement during any particular Contract Year shall be reduced ratably for each day or any portion of any day during such Contract Year on which the Station(s) is(are) incapable of providing CNG to Customer for more than six (6) hours between _______ a.m. local time and ________ p.m. local time, unless such incapacity is caused by or relates to any action or omission, or circumstances caused by, Customer and/or its associated Users (as defined in Section 2.a below).

iii.

The minimum volume requirement is subject to truck availability and volume estimates as defined in Exhibit C.

Pricing and Payment .

Price. The purchase price for CNG purchased by Customer pursuant to this Agreement shall be determined in accordance with the “Ordinary Purchase” formula set forth in Exhibit A . If Customer fails to purchase the minimum volume of CNG during any applicable Contract Year as set forth in Section 1.b , then Customer shall pay Company an amount determined in accordance with the “Minimum Requirement True-Up” formula set forth in Exhibit A .

ii.

Invoicing.

Invoices for Ordinary CNG Purchases. By the tenth (10th) day of each calendar month during the term of this Agreement, Company will deliver an invoice to Customer reflecting the amount owing from Customer for its purchases during the preceding calendar month.

Invoices for Minimum Purchase Requirements. If Customer fails to purchase the minimum volume of CNG during any applicable Contract Year as set forth in Section 1.b , then within fifteen (15) days following the end of such period, Company will deliver an invoice to Customer reflecting the amount owing from Customer for its failure to purchase such minimum volume.

iii.

Payment . Customer shall pay company the amounts shown on the face of each invoice within fifteen (15) calendar days after the date of the applicable invoice. Payments shall be made in lawful U.S. currency. Customer shall pay interest on all past due payments calculated at a rate of ten percent (10%) per annum from the due date until paid.

Taxes . Any and all federal, state and local fuel use taxes, sales taxes, excise taxes, value-added taxes, duties, customs, inspection or testing fees, and all other taxes, fees, interest and charges of any nature whatsoever imposed on or measured by the transactions between Company and Customer under this Agreement shall be paid by Customer as part of the prices determined in accordance with Exhibit A . In the event that (i) any such taxes, fees, interest and charges are not included in the prices determined in accordance with Exhibit A and (ii) Company is required to pay the same, Customer shall reimburse Company therefore upon demand.

Fueling Procedures.

Customer’s Employees and Independent Contractors . Customer’s employees and/or independent contractors identified in advance in writing to Company (each, a “ User ”) shall, subject to Section 2.b, be entitled to purchase CNG at the Station(s) on Customer’s behalf under this Agreement.

Training and Customer Cards . Prior to Customer purchasing any CNG, including through any of its User, each User shall satisfactorily complete, as determined by Company, Company’s fueling and safety training. Upon each User completing such fueling and safety training, Company will issue to such User a non-transferable customer card and PIN to be used for the purchase of CNG. The date on which Company issues the first customer card to a Customer’s user shall be the “ Start Date ”; provided, however, that in no event shall the Start Date be a date before the development and construction of the Station(s) is (are) completed and the Station(s) is (are) operational and prepared to sell CNG, in each case as determined by Company.

Fueling Procedures . Each User shall perform all fueling acts necessary to purchase CNG in accordance with Company’s procedures and training, and in no event shall Company have any obligation whatsoever to assist Customer or any User with any fueling acts. Each User’s purchase of CNG will be tracked by such User’s customer card.

Customer Liability for Purchases . Customer shall be responsible for any and all purchases of CNG by any and all Users, and for any purchases of CNG otherwise associated with any and all customer cards associated with Customer; provided, however, that if Customer has notified Company in writing (i) not to accept a particular customer card or (ii) that a particular customer card has been lost or stolen, in the case of each of (i) and (ii), as identified by the card number and PIN, then Customer shall have no liability for any purchases of CNG associated with such customer card following Company’s receipt of such notice. Any disputes as to whether Customer is liable for any purchases of CNG will be resolved by Company in its good faith reliance on the tracked customer cards.

Warranty; Limitations on Liability

Warranty . Company hereby represents and warrants that the CNG sold to Customer pursuant to this Agreement shall conform to the specifications set forth on Exhibit B , if any (the “ Specifications ”). The foregoing such warranty is the sole and exclusive warranty of Company with respect to any and all CNG sold to Customer pursuant to this Agreement. COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCDLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND CUSTOMER HEREBY ACKNOWLEDGES THE FOREGOING DISCLAIMER .

Exclusive Remedy . Company’s sole obligation and Customer’s exclusive remedy for any failure of CNG to conform to Company’s warranty set forth in Section 3.a shall be to refund to Customer the purchase price actually paid by Customer for such non-conforming CNG.

Limitation of Liability . COMPANY SHALL NOT BE LIABLE FOR (I) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING WITHOUT LIMITATION SUCH CLAIMS BASED UPON NEGLIGENCE OR STRICT LIABILITY), OR (II) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, STATUTORY OR CONTINGENT DAMAGES WHATSOEVER, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. COMPANY HEREBY DISCLAIMS THE OBLIGATIONS AND DAMAGES DESCRIBED IN CLAUSES (I) AND (II), REGARDLESS OF WHETHER COMPANY HAS BEEN GIVEN NOTICE OF THE POSSIBILITY OF SUCH OBLIGATIONS OR DAMAGES. Without limiting the generality of the foregoing, Company specifically disclaims any liability for (x) special punitive damages, penalties, damages for lost profits or revenues, loss of use of trucks or trailers or other equipment or systems, cost of capital, cost of substitute products or trucks or trailers or other equipment or systems, delay in Customer’s performance, downtime, or shutdown or slowdown costs; (y) any other types of economic loss; and (z) claims of Customer’s customers or any other third party for any such damages, losses, costs or liabilities. Company’s maximum aggregate liability under this Agreement shall not exceed the payments made by Customer for the purchase of CNG.

Mutual Indemnification . Each Party hereto (each an “ Indemnifying Party ”) agrees to indemnify, defend and hold harmless the other Party and their respective directors, officers, agents, and employees (each, an “ Indemnified Person ”) from and against any Losses, and to reimburse each Indemnified Person for all such Losses as they are incurred, in investigating, preparing, pursuing or defending any claim, action, proceeding, or investigation, whether or not in connection with pending or threatened litigation and whether or not any Indemnified Person is a party (collectively, “ Actions ”), including reasonable attorney’s fees, to the extent such Losses have arisen out of or in connection with any breach of any representation or warranty of such Indemnifying Party, or the failure of the Indemnifying Party to perform, any of its covenants and obligations required to be performed by it or otherwise prohibited under this Agreement. For purposes of this Agreement, “ Losses ” means any damages, losses, liabilities, obligations, claims, actions, suits, proceedings, demands, assessments, judgments, penalties, fines, costs, amounts paid in settlement, taxes, expenses and fees, including court costs and attorneys’ and other reasonable professionals’ fees and expenses and any other costs of enforcing an Indemnified Person’s rights under this Agreement.

Insurance . Customer shall obtain the insurance policies and coverages listed in Exhibit D and shall name Company as an additional insured for those policies and coverages.

Term and Termination.

Term . This Agreement shall be effective as of the date first written above and, unless earlier terminated, as provided for herein, shall continue in full force and effect through (and including) the fourth anniversary of the Start Date.

Automatic Renewal . Provided that Customer is not in violation of any of the terms and conditions herein, this Agreement shall automatically renew for the term of one year, and shall continue to renew for a term of one year in perpetuity unless either Customer or Company notifies the other party in writing of its intention to not renew this Agreement, which notification must be delivered no later than thirty (30) days prior to the expiration of the then current term of the Agreement.

Early Termination by Company . This Agreement and/or any use of any customer cards may be terminated by Company immediately upon written notice if Customer: (a) fails to make any payment hereunder as and when due; (b) by act or omission breaches or defaults on any material term or condition of this Agreement other than the obligation to make payments as and when due and Customer fails to cure such breach or default within thirty (30) calendar days after written notice from Company; or (c) becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed over all or any portion of its property, becomes the subject of an “order for relief” as that term is used in the U.S. Bankruptcy Code, or is liquidated or dissolved or its affairs are wound up.

Early Termination by Customer . This Agreement may be terminated by Customer immediately upon written notice if Company: (a) by act or omission breaches or defaults on any material term or condition of this Agreement and Company fails to cure such breach or default within thirty (30) calendar days after written notice from Customer; or (b) becomes insolvent; makes an assignment for the benefit of creditors, has a receiver appointed over all or any portion of its property, becomes the subject of an “order for relief” as that term is used in the U.S. Bankruptcy Code, or is liquidated or dissolved or its affairs are wound up.

Effect of Termination . Neither expiration nor termination of this Agreement shall affect the rights or responsibilities of the parties hereunder that accrued prior to expiration or termination. Sections 3.b and c . 4 , 5.e , and 6 shall survive expiration or termination.

Miscellaneous.

Notice . All notices, requests, demands and other communications under this Agreement shall be given in writing and shall be personally delivered; sent by electronic mail or facsimile transmission; or sent to the applicable parties at their respective addresses indicated in this Section 6.a by registered or certified U.S. mail, return receipt requested and postage prepaid; or by private overnight mail courier service, as follows:

If to Company, to:

Environmental Alternative Fuels, LLC

9899 W. Roosevelt Street

Tolleson, AZ 85353

Facsimile: 623.907.6401

If to Customer, to:

____________________________

Attention: ____________________

Facsimile: ____________________

or to such other person or address as either party shall have specified by notice in writing to the other party. If personally delivered, such communication shall be deemed delivered upon actual receipt; if sent by electronic mail, such communication shall be deemed delivered upon the recipient’s confirmation of receipt (it being understood that an automatic response to such electronic mail shall not be deemed confirmation of receipt); if sent by facsimile transmission, such communication shall be deemed delivered the day of the transmission, or if the transmission is not made on a business day, the first business day after the transmission (and sender shall bear the burden of proof of delivery); if sent by overnight courier, such communication shall be deemed delivered upon receipt; and if sent by U.S. mail, such communication shall be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant postal service or, if the addressee fails or refuses to accept delivery, as of the date of such failure or refusal.

Assignment; No Third-party Beneficiaries . Neither party may assign this Agreement or its rights or obligations hereunder, in whole or in part, voluntarily or by operation of law, without the prior written consent of the other party which may not be unreasonably withheld delayed or conditioned, and any attempted assignment without such consent shall be null and void and without legal effect. Notwithstanding the foregoing, Company may assign this Agreement or its rights or obligations hereunder, in whole or in part, to any of its affiliates or to any person or entity that purchases all or any substantial portion of its assets, without Customer’s consent. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and permitted assigns. Nothing contained in this Agreement shall be deemed to confer upon any person or entity any right or remedy under or by reason of this Agreement.

Severability . If a court of competent jurisdiction determines any provision(s) of this Agreement to be illegal or excessively broad, then this Agreement shall be construed so that the remaining provisions shall not be affected but shall remain in full force and effect and any such illegal or excessively broad provision(s) shall be deemed, without further action on the part of any person, to be modified, amended and/or limited to the extent necessary to render the same valid and enforceable in such jurisdiction.

Amendment and Waiver . No provisions of this Agreement may be modified, waived or discharged unless such modification, waiver or discharged unless such modification, waiver or discharge is agreed to in a writing executed by Customer and Company. No action taken pursuant to this Agreement shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. No waiver by either party at any time of any breach by the other party of, or compliance with, any provision of the Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at the same or at any prior or subsequent time.

Entire Agreement . This Agreement (including the exhibits attached hereto) supersedes all prior agreements, whether oral or in writing, between the parties with respect to its subject matter and constitutes the complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. There have been and are no conditions, agreements, representations or warranties between the parties with respect to the subject matter of this Agreement other than those set forth or provided for in this Agreement.

Counterparts; Facsimile Signatures . This Agreement may be executed by facsimile signature pages and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CHOICE-OF-LAW RULES THAT MAY DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each party stipulates that any dispute or disagreement between the parties as to the interpretation of any provision of, or the performance of obligations under, this Agreement shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, the federal or state courts located in the State of Texas, and each party consents to personal and subject matted jurisdiction and venue in such courts and waives and relinquishes all right to attack the suitability or convenience of such venue or forum by reason of such party’s present or future domiciles or by any other reason. The parties acknowledge that all directions issued by the forum court, including, without limitation, all injunctions and other decrees, will be binding and enforceable in all jurisdictions and countries. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE OR DISAGREEMENT.

[The next page is the signature page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized representatives, effective as of the date first above set forth.

		ENVIRONMENTAL ALTERNATIVE FUELS, LLC

By:	/s/ Donald A. Orr	By:	/s/ Danny Cuzick
Name:	Donald A. Orr	Name:	Danny Cuzick
Title:	President	Title:	President

Exhibit A

Ordinary Purchase. Minimum Requirement and Excess Volume Rebate Formulas

Ordinary Purchase

Fuel Price to Customer for all gallons pumped including the minimum purchase requirement, or otherwise shall be $1.40 per GGE (or 1.55 per DGE). This Fuel Price is subject to the following conditions:

The State of Texas currently charges a privilege tax equal to $.15 per GGE (or $16.56 per DGE) which is included in the Fuel Price. Company will charge Customer this tax at the pump. Should the State of Texas change the tax rate on the sale of CNG, such tax rate changes shall be passed on to Customer. The Company reserves the right to include any county or municipality tax, if applicable.

Federal tax is included in the above Fuel Price at a rate of $.181 per GGE (or $.20 per DGE). Should the federal tax rate adjust during the term of the agreement, any adjustment shall be passed on to Customer.

The price quoted in this agreement is based on natural gas futures traded on the New York Mercantile exchange (NYMEX) at a rate of $3.00 per MMBTU. Actual Fuel Price to Customer shall fluctuate at the rate of $.0125 per GGE for every change in price of $.10 per MMBTU traded on the NYMEX. Price fluctuation shall be calculated on a daily basis and based on the closing rate of the previous day. For CNG that is pumped on any day that the NYMEX is not trading natural gas futures, the price fluctuation shall be calculated based on the closing rate of the last day that natural gas futures were traded.

Notwithstanding Article 1.c above, Customer shall have the opportunity to control price fluctuation by instructing Company to lock in the price of natural gas futures for a determined period of time at which point the price per GGE would be fixed for that period of time subject to articles 1.a and 1.b above. All terms and conditions related to locking in the price shall be contained in a separate agreement to be mutually agreed upon and executed by Customer and Company at the time Customer wishes to lock in price.

Minimum Requirement True-up :

For any Contract Year following the Start Date in which Customer does not purchase the minimum volume of CNG as required by Section 1.b , Customer shall pay to Company an amount equal to the product of: (i) the minimum GGE volume stated in 1.b.i. of the Agreement minus the actual GGE volume purchased for the year, multiplied by (ii) the average annual price of fuel per ggg, excluding state and local taxes.

Exhibit B

Specifications

None

Exhibit C

The truck availability and minimum volume requirements stated in 1.b.iii of the Agreement are subject to the following:

The customer agrees to purchase 100 CNG powered vehicles for delivery on or near the date that the CNG fueling station is in operation.

The estimated annual volume per vehicle is 7728 GGE.

The minimum annual volume is pro-rated based on the numbers indicated in 1 and 2 above based on vehicle receipt from the truck dealer.

Exhibit D

Required Insurance Coverages

Broad Form Comprehensive General Liability including Contractual Liability naming Company as an Additional Insured.

Commercial Automobile Bodily Injury and Property Damage Liability Insurance naming Company as an Additional Insured.

Minimum Limit of Liability for 1 and 2 above is $1,000,000.

Exhibit E

Station Expectations

	Item	CFL Comments	Response/Comments
1	Must have fast fueling capability number of islands?	Compare to does; equivalent time	The station will have four islands to start and will have the capability of 12-24 gge per minute at each island.

2	Is it open 24 hours a day / 7 days a week?	What alternatives if not open where is the next closest station?	The station will open 24/7

3	Does the station have an attendant?		No attendant will be at the station.

4	What security is provided?		The stations are monitored 24/7 by video feed

5	Is there mixed use between commercial trucks and passenger vehicles?		The station will have public access so there is a possibility that passenger vehicles may be at the station.

6	Any entry/exit issues? — ease of access with no hazardous maneuvers?		The station is being designed specifically for class 8 trucks with trailers, so maneuverability should not be an issue. The site will have a private entrance from Central Freight that will be gated and accessible only by an entrance card.

7	What happens if drivers waiting time to fuel exceeds expectations?		The station is being designed specifically for Central Freight and to be able to fill at the rate specified above. We don't anticipate this being an issue.

8	If there is a minimum guarantee on gallons purchased, what if trucks go down due to manufacturer errors/recalls/ etc,?	We purchased 100 new trucks, and it seemed like they all went down around the same time for the same defect.	The minimum guaranteed gallons to be purchased is 700,000 DGE per year. If there is an issue that is consistent with all of the trucks we will adjust the minimum down on a per truck per day pro rata basis.

9	What if there are quality issues from the CNG?		All of the natural gas purchased is guaranteed by the gas company to meet minimum pipeline quality standards. Our equipment will include a two stage gas dryer as well as filtration after each level of compression. All of our equipment is maintained at or above manufacturer's recommendations as well as monitored real time 24/7. We do not anticipate quality issues with the CNG.

10	What training, where, when and at what cost for drivers to CNG fueling system?		Initial driver training on how to fuel at the station will be provided prior to the opening of the station at no cost to CFL. Additionally EVO CNG will train a designated trainer from CFL so that CFL can do subsequent training. Agility, the truck fuel tank provider, will come to CFL to train drivers on the tank systems at no charge. Additional training on the trucks could be provided by Freightliner of Arizona or Freightliner at no charge.

Exhibit 10.14

42249

SOUTHWEST GAS CORPORATION

INCREMENTAL NATURAL GAS FACILITIES AGREEMENT

This INCREMENTAL NATURAL GAS FACILITES AGREEMENT is made and entered into as of the 24 day of February, 2014, by and between SOUTHWEST GAS CORPORATION, a California corporation (the “Utility”) and ENVIRONMENTAL ALTERNATIVE FUELS, LLC, a Delaware limited liability company (the “Customer”) (each referred to individually as a “Party” and collectively as the “Parties”).

The Utility’s Arizona Gas Tariff (“Tariff’) as authorized by and on file with the Arizona Corporation Commission shall apply to the transaction to be performed hereunder, and is hereby incorporated by reference into this Agreement. Nothing in this Agreement shall be construed in any manner as limiting or modifying the rights or obligations of either Party under the Utility’s Tariff. This Agreement, all terms and provisions contained or incorporated herein, and the respective obligations of the Parties hereunder are further subject to all valid laws, orders, rules, and regulations of duly constituted authorities having jurisdiction over the subject matter of this Agreement. This Agreement shall at all times be subject to such changes or modifications by the Arizona Corporation Commission as it may from time to time direct in the exercise of its jurisdiction.

In consideration of the mutual covenants and agreements as herein set forth, the Utility and the Customer agree as follows:

ARTICLE I - DELIVERY POINT AND FACILITIES

Delivery of natural gas by the Utility shall be to the Customer’s site at 8301 W. Sherman Avenue, Tolleson, Arizona in a mutually agreeable location to serve the maximum operational load requirement of 200,000 CFH at a minimum of one hundred - twenty-five (125) psig.

The Utility will construct a Steel main approximately 1,135 feet in length (referred to as the “Main”) from existing facilities; a Steel service line; and a meter set assembly with pressure regulation. Collectively, the pipe, meter set assemblies, service lines, regulators and other appurtenant devices generally described above are the “Incremental Natural Gas Facilities” that are the subject of this Agreement.

Should the Customer request higher delivery pressure or an hourly flow rate greater than what is specified by Customer in this Agreement for the Peak Load Requirement, the Utility may need to construct additional facilities under a separate agreement. Extension and construction of any additional facilities shall be made in accordance with Utility’s Tariff in effect at the time of the Customer’s requested increase in pressure or hourly flow rates. It is the responsibility of the Customer to initiate said request to the Utility.

ARTICLE II - CONTRIBUTION IN AID OF CONSTRUCTION

This Agreement shall serve as a long-term incremental natural gas facilities extension agreement. Construction of the Incremental Natural Gas Facilities will allow Utility to provide Customer with natural gas sales or transportation service under a separate service agreement, if necessary, to be executed between Utility and Customer. As a condition to this Agreement, Customer agrees to pay Utility for all natural gas service rendered by Utility in accordance with Utility’s applicable approved Tariff Rate Schedules, along with all applicable rules, terms and conditions of the Tariff, and the terms and conditions of this Agreement. Payment under this Agreement is a term of service. Nothing in this Agreement shall prevent the Parties from entering into a separate service agreement, if necessary, for sales or transportation service.

As a condition precedent to formation of this Agreement and before any obligation by Utility to perform, Customer agrees to pay Utility an Estimated Contribution in Aid of Construction (“Estimated CIAC”) equal to the estimated cost of the Incremental Natural Gas Facilities and installation, less any allowance to which Customer may be entitled. Based upon the Utility’s estimated construction costs, the Estimated CIAC shall be ZERO U.S. DOLLARS ($0).

Once the Incremental Natural Gas Facilities have been installed and are operational, the Utility will determine the Actual Contribution in Aid of Construction (“Actual CIAC”) which will be equal to the actual cost of the Incremental Natural Gas Facilities and installation, less the final amounts for the items deducted and added to determine the Estimated CIAC in the paragraph above. If the Estimated CIAC paid by Customer is less than the Actual CIAC, Customer hereby agrees to pay to Utility the difference between the Actual CIAC and the Estimated CIAC within thirty (30) days of presentment of an invoice by Utility. If the Estimated CIAC is greater than the Actual CIAC, Utility will refund the difference to Customer.

Notwithstanding the payment of any amounts by Customer, the Incremental Natural Gas Facilities will be owned and operated by the Utility.

ARTICLE III - TERM OF AGREEMENT

This Agreement shall become effective upon execution by both Parties hereto and shall continue in effect for a term commencing on the first day of the month following the later of April 1, 2014 (“Requested In-Service Date”) or the earliest date that the Utility is prepared to initiate service, and ending five (5) years thereafter. The beginning of this five-year period shall be known as the “In-Service Date.”

ARTICLE IV - NOTICES

Unless herein provided to the contrary, any notice called for in this Agreement shall be in writing and shall be considered as having been given if sent personally, by certified mail with all postage and charges prepaid, or by facsimile to either Customer or Utility at the place designated below. Routine communications shall be considered as having been given when sent by regular mail or email. Unless changed, the addresses of the Parties are as follows:

SOUTHWEST GAS CORPORATION	ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Attn: Key Account Management	Attn: Damon Cuzick
P.O. Box 98510	9899 W. Roosevelt Street
Las Vegas, NV 89193-8510	Tolleson, AZ 85353
Ph. No. 702-364-3063	Ph. No. 623-907-6626
Fax No. 702-365-5904	Fax No. 623-907-6400
Email: KeyAccountManagement@swgas.com	Email: dc@fswaz.com

Either Party may change its address at any time upon written notice to the other.

ARTICLE V - OTHER OPERATING PROVISIONS

A. MINIMUM ANNUAL PAYMENT

The period commencing on the In-Service Date and ending twelve (12) months thereafter, and every succeeding twelve month period, shall be the “Contract Year”. During each Contract Year, Customer is responsible for making a Minimum Annual Payment to Utility in the amount of ONE HUNDRED THIRTY-TWO THOUSAND U.S. DOLLARS ($132,000). In any Contract Year in which the aggregate of the delivery and demand charges (as defined in the Tariff) paid by Customer is less than the Minimum Annual Payment, then Customer shall pay to Utility, upon demand, an amount equal to the difference between Customer’s aggregate delivery and demand charge payments for that year and the Minimum Annual Payment. The delivery and demand charges will be stated in the Customer’s applicable rate schedule or in a service agreement with Utility. For the purpose of these calculations, the delivery charge shall include the monthly Basic Service Charge.

B. INSTALLATION AND COMPLETION OF FACILITIES

Utility shall install, own, operate, and maintain all natural gas facilities as required to provide gas service to the delivery point as described in Article I. Customer hereby grants Utility such rights of ingress and egress as may be necessary or convenient to enable the Utility to install, operate, inspect, maintain, repair and remove meters, gauges, pipelines, fittings and regulators, and all other equipment and apparatus which the Utility may elect to install as described in Article I, or to complete a survey of the number and type of natural gas equipment installed by the Customer. Customer agrees that no buildings, structures, fences or trees shall be placed upon, over or under said parcel of land, except for street, road or driveway purposes, which Customer agrees shall not interfere with Utility’s exercise of the rights herein granted. Customer agrees to pay for all direct damage, if any, sustained to the Incremental Natural Gas Facilities as a result of the negligence of Customer and/or its agents and/or contractors.

Utility may employ contractors to construct facilities, and doing so does not impose third party beneficiary status upon the Customer. Utility may in its sole discretion, elect to bid the work to contractors or to engage in other arrangements, such as a sole source. If Customer does not object before such work commences, Customer agrees to waive any claim to the reasonableness of the process employed by Utility to assign the work. To the extent Utility installs all or a portion of the facilities on property owned by others not the Customer, Utility may not have a right to reimbursement from the property owner for extra costs or delay caused by encountering conditions on the land (e.g., environmental contamination, adverse digging conditions, archeological sites, etc.). Utility will endeavor to inform Customer of any such conditions, but in all events, Customer agrees to pay for the costs as they are incurred without regard to whether the Customer receives advance notice of such additional work or contract time. At its option, Utility may elect to assign to the Customer any and all of Utility’s rights to reimbursement from the property owner, and in such event Utility will cooperate with the Customer’s claim or suit. However if Utility elects against such assignment, Customer agrees that it will not pursue any legal action against the land owner.

Utility agrees to work with due care in the exercise of its rights on the property and to restore the Customer’s property to a condition that is reasonably similar to that which existed before the work was performed, and to pay for all direct damage, if any, sustained to the Customer’s property as a result of the negligence of Utility and/or its agents and/or contractors related to the installation of the Incremental Natural Gas Facilities.

In the event that Customer is eligible for and elects to take transportation service at any time during the term of this Agreement, Customer may be responsible for the costs of telemetry equipment and installation in accordance with Utility’s Tariff and the terms and conditions of this Agreement. Customer shall provide phone and electric service to Utility’s meter set assembly per Utility’s specifications.

Utility makes no representations, warranties, or promises, either express or implied, with respect to the completion date for construction of the Incremental Natural Gas Facilities. However, Utility will use all commercially reasonable efforts to complete the Incremental Natural Gas Facilities by the Customer’s Requested In-Service Date.

C. LIMIT OF LIABILITY

Neither Utility, nor its affiliates, subcontractors, agents and/or employees shall be liable for any special, incidental, indirect, exemplary, consequential, or any other damages, including, without limitation, loss of product, loss of profit or revenue, loss of use, costs of replacement power or supply, or delivery obligations as a result of any delay in completing construction of the Incremental Natural Gas Facilities by the Requested In-Service Date, even if Utility has been advised of the possibility of such damages.

D. FINANCIAL SECURITY REQUIREMENTS

As a condition precedent to formation of this Agreement and before any obligation by Utility to perform, Customer shall, as a material obligation of this Agreement, provide Utility with financial security in the form of a duly executed Irrevocable Letter of Credit in favor of Utility with a financial institution having an investment grade credit rating, or some other form of financial security acceptable to Utility (“Financial Security”). A decline in the credit rating of any financial institution or other entity providing Financial Security on behalf of Customer below investment grade or its equivalent must be cured within twenty (20) calendar days of written notice by Utility to Customer of such decline. The Parties expressly acknowledge and agree that the failure of Customer to furnish Utility with a new or replacement Financial Security within such twenty (20) day period shall be deemed an act of default and constitute a material breach of this Agreement. If a breach has occurred as aforementioned, Utility has the right to (1) draw against the Financial Security for the partial or full amount, the proceeds of which shall be considered payment for Utility’s Incremental Natural Gas Facilities, and (2) terminate this Agreement without further obligation.

Such Financial Security shall be in an initial amount of FIVE HUNDRED TEN THOUSAND SEVEN HUNDRED SIXTY-THREE U.S. DOLLARS ($510,763), and/or as modified for reasonably anticipated or actual construction costs and shall be in a form acceptable to Utility. Utility may request assurances of payment or additional security and failure to provide such assurances or security is grounds for termination of this Agreement. Upon written request from Customer, Utility hereby agrees to review Customer’s account to verify compliance with Article V. A). of the Agreement for the purpose of reducing the amount of Financial Security. Upon written confirmation from Utility that Customer has complied with Article V. A). to the satisfaction of Utility, Customer shall be permitted to reduce the Financial Security in accordance with Table 1 and if necessary, Utility shall provide a written statement to the financial institution or other entity which issued the Financial Security consenting to the specified reduction of the Financial Security.

Table 1 - Financial Security Requirements

Contract Year		Security Amount
Prior to Commencement of Construction		$510,763
1		$510,763
2		$408,610
3		$306,458
4		$204,305
5		$102,153

The Financial Security shall be procured at Customer’s sole expense and shall remain in full force and effect at all times from the execution date of this Agreement and throughout the term of this Agreement, as defined in Article III. In addition, the Financial Security shall remain in full force and effect until the Customer has satisfied all its obligations under this Agreement.

Such Financial Security shall not be canceled, terminated, or materially changed with less than sixty (60) days prior written notice having been given to Utility. In the event of the cancellation or termination of such Financial Security, Customer shall be required to furnish Utility with a new or replacement Financial Security acceptable to Utility no later than thirty (30) calendar days prior to the effective date of the cancellation or termination of the prior Financial Security. The Parties expressly acknowledge and agree that the failure of Customer to furnish Utility with a new or replacement Financial Security no later than such thirty (30) day period shall be deemed an act of default and constitute a material breach of this Agreement. If a breach has occurred as aforementioned, Utility has the right to (1) draw against the Financial Security for the partial or full amount, the proceeds of which shall be considered payment for Utility’s Incremental Natural Gas Facilities, and (2) terminate this Agreement without further obligation. If Utility receives written notice that Customer’s Financial Security is subject to cancellation, termination, or material change, Utility shall provide such notice to the Customer via photocopy within five (5) business days of receiving such notice.

E. RECOVERY OF COSTS

Customer acknowledges that, between the effective date of this Agreement and the date the Incremental Natural Gas Facilities have been installed and are operational, Utility shall incur certain costs and expenses in furtherance of construction of the Incremental Natural Gas Facilities, including, but not limited to, permitting, engineering design, surveying, and materials procurement. In the event: (i) Customer notifies Utility that Customer does not intend to complete its planned facilities and operations; (ii) Utility has reasonably determined that progress has materially halted for a period of thirty (30) continuous calendar days, for whatever reason(s); or (iii) Utility terminates this Agreement due to a material breach by Customer of this Agreement or Utility’s Tariff, prior to the In-Service Date, Utility shall determine the total costs owed by Customer for any costs incurred by Utility as of such date, and then Customer shall reimburse Utility for all such costs and expenses incurred by Utility, but only to the extent such costs are directly related to the Incremental Natural Gas Facilities and this Agreement shall be deemed terminated. Failure to reimburse Utility constitutes a breach of this Agreement, and Utility has the right to (1) draw against the Financial Security for the partial or full amount, the proceeds of which shall be considered payment for the portion of Utility’s Incremental Natural Gas Facilities installed up to the date of the draw, and (2) terminate this Agreement without further obligation.

It is expressly understood and agreed by Customer that the obligation to reimburse Utility for the costs associated with the Incremental Natural Gas Facilities shall survive the termination of this Agreement by either Party for any reason. Customer also agrees that, in all events, Utility will retain ownership of the Incremental Natural Gas Facilities free and clear of any claim by Customer.

F. CONFIDENTIALITY

Neither Utility nor Customer, nor their respective affiliates, directors, officers, employees, agents or permitted assignees shall disclose to any third party the terms and provisions of this Agreement without the other Party’s prior written consent, except as required by law or by any regulatory, state, or federal government authority (including any court). Confidential disclosure is permitted, without written permission, to the following: consultants, attorneys, advisors and affiliated companies having common ownership with a Party (e.g. a parent or subsidiary company).

G. BILLING DEPOSIT

Any billing deposit will be charged in accordance with Utility’s Tariff.

ARTICLE VI - REGULATORY REQUIREMENTS

The Customer shall not knowingly take any action which would subject the Utility to the jurisdiction of the Federal Energy Regulatory Commission, the Department of Energy, or any successor governmental agency. Any such action shall be cause for immediate termination of this Agreement.

Should the Federal Energy Regulatory Commission, the Arizona Corporation Commission or any other regulatory or successor governmental agency having jurisdiction, impose by rule, order or regulation any terms or conditions upon this Agreement which are not satisfactory to the Utility, then the Utility upon the issuance of such rule, order or regulation, and by written notification to the Customer, may terminate this Agreement upon the effective date of such rule, order, or regulation. Notwithstanding this right to terminate, in the event either Party becomes aware of governmental action, or the threat of governmental action, which could trigger rights under this Article VI, such Party shall notify the other of the action or threatened action and the Parties thereafter shall engage in good faith efforts, for a period not to exceed sixty (60) days, to negotiate additional terms to address the circumstances that are the subject of the rule, order, or regulation prior to exercising any termination rights under this Agreement.

ARTICLE VII - SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. No assignment or transfer by Customer hereunder shall be made without prior written approval of Utility. Such approval shall not be unreasonably withheld. As between the Parties hereto, such assignment shall become effective on the first day of the month following the later of Utility’s written consent to such assignment or the effective date of such assignment.

ARTICLE VIII - RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall be construed to create any partnership, joint venture, employment relationship, franchise, or agency as between the Parties. The relationship of the Parties hereunder shall be that of independent parties. Neither Party is intended to have, nor shall either represent to any other person that it has any power, right or authority to bind the other Party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other Party, except as expressly required or authorized by this Agreement, or as otherwise permitted in writing.

Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the Parties to the Agreement and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any Party to the Agreement, nor shall any provision give any third person the right of subrogation or action over any Party to the Agreement.

ARTICLE IX - AUTHORITY TO EXECUTE; MODIFICATIONS

Each Party represents and warrants that the person executing the Agreement on its behalf has the right, power, and authority to bind the Party to the respective terms and conditions of this Agreement. Modifications or changes to this Agreement must be in writing and signed by both Parties.

ARTICLE X - SEVERABILITY

Whenever possible, each provision of this Agreement shall be interpreted in such manner so as to be effective and valid under applicable law. If any provision of this Agreement shall be deemed to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity. Such prohibition or invalidity shall not invalidate the remainder of the provision or the other provisions of this Agreement.

ARTICLE XI - CUMULATIVE RIGHTS; NO WAIVER OF RIGHTS

Each and every right granted to a Party or allowed by law or equity shall be cumulative and not exclusive. No failure to exercise, or a delay in exercising any right, will operate as a waiver thereof, nor will any single or partial excuse of any right by a Party preclude any other or future exercise thereof or the exercise of any other right.

ARTICLE XII - GOVERNING LAW

This Agreement shall be construed, interpreted and enforced in accordance with the laws of the state of Arizona, without consideration of its choice of law provisions. All Parties agree that the Arizona Corporation Commission has exclusive jurisdiction to resolve disputes over the construction, meaning, and operation of this Agreement.

ARTICLE XIII - HEADINGS; ENTIRE AGREEMENT

The headings appearing at the commencement of each article of this Agreement are descriptive only and for convenience, and shall not define, limit, or describe the scope or intent of this Agreement, nor in any way affect this Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior agreements and understandings, oral or written, between the Parties, regarding the subject matter of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.

The signatures of the duly authorized representatives of the Parties below represent the mutual acceptance of this Agreement.

SOUTHWEST GAS CORPORATION		ENVIRONMENTAL ALTERNATIVE FUELS, LLC
“Utility”		“Customer”

By:	/s/ Randy Gabe	By:	/s/ Danny Cuzick
	Randy Gabe		Danny Cuzick
Title:	Vice President Gas Resources	Title:	CEO

Date:	3/3/14	Date:	2/24/14

Exhibit 10.15

SOUTHWEST GAS CORPORATION

SERVICE AGREEMENT

TRANSPORTATION OF CUSTOMER SECURED NATURAL GAS

This is an AGREEMENT made and entered into as of the 2 ^nd day of October, 2014 by and between SOUTHWEST GAS CORPORATION, a California corporation (the “Utility’) and ENVIRONMENTAL ALTERNATIVE FUELS, LLC, a Delaware limited liability corporation (the “Customer’) (each referred to individually as a “Party” and collectively as the “Parties”).

In consideration of the mutual covenants and agreements as herein set forth, the Utility and the Customer agree as follows:

Article I – GAS TO BE TRANSPORTED

Subject to the terms, conditions and limitations hereof, the Utility agrees to receive from the Customer, or for the Customer’s account, at an interconnection between the Utility and El Paso Natural Gas Company, for transportation, a daily quantity of natural gas. At the Customer’s request, the Utility shall thereupon transport the equivalent quantity of gas through its pipeline system, and deliver the equivalent quantity to the Customer or for the account of the Customer at the Delivery Point(s) as shown on Exhibit A. The Utility shall not be obligated to receive and/or transport quantities of gas in excess of the Delivery Pressure, Maximum Flow Rate and Maximum Daily Quantity set forth in Exhibit A.

Article II – TRANSPORTATION RATES

The transportation rates to be charged pursuant to the Tariff (currently Rate Schedule No. T-1) are set forth in Exhibit A. The Customer agrees to pay the Utility for all natural gas transportation service rendered under the terms of this Agreement in accordance with the Utility’s Tariff. In the event the Parties are unable to resolve a billing dispute, the Parties agree that they will adhere to the billing dispute protocol set forth in the Tariff prior to seeking any other remedy.

Article III – TERM OF AGREEMENT

This Agreement shall become effective on November 1, 2014 and shall continue in effect for a primary term of one (I) year up to and including October 31, 2015; and from month to month thereafter, subject, however, to termination at expiration of said primary term or upon the first day of any calendar month thereafter by either Party providing thirty (30) days written notice to the other.

Article IV – NOTICES

SOUTHWEST GAS CORPORATION

Attn: Key Account Management LVB-I06

P.O. Box 98510

Las Vegas. NV 89193-8510

Ph. No. 702-364-3063

Fax No. 702-365-5904

Email: KeyAccountManagement@swgas.com

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Attn: Damon Cuzick

9899 W. Roosevelt Street

Tolleson. AZ 85353

Ph. No. 623-907-6626

Fax No. 623-907-6400

Email: dc@fswaz.com

Either Party may change its address at any time upon written notice to the other.

Article V – OTHER OPERATING PROVISIONS

A. MEASUREMENT

Pursuant to the Tariff, for each meter location at which the Customer desires to receive transportation service, the Customer shall have hourly flow measurement, recording and communication equipment installed at the Customer’s expense. The Utility is not obligated to begin transportation service until the appropriate measurement equipment is installed and operating to Utility’s satisfaction.

For meters outfitted with telemetering equipment, the Utility will provide a means by which the Customer may obtain gas volumes and flow data (Utility electronic bulletin board. internet web site or other future approved electronic access options) the use of which shall be restricted as follows:

The Customer agrees that the volume and flow data provided by the Utility shall be used for informational purposes only and shall not under any circumstances be used for process control of any kind. The Utility makes no guarantees or warranties as to the quality, accuracy and/or reliability of the information provided. The Customer agrees to waive any liability that the Utility, its directors, officers, employees and agents may have related to all loss or damage incurred by the Customer arising out of or in any manner connected with the Customer’s use of volume and flow data provided hereunder. In addition, the Customer agrees to indemnify and hold harmless the Utility, its directors, officers, employees and agents against any and all loss or damage incurred by any agent and/or independent contractor of the Customer arising out of or in any manner connected with the use of volume and flow data provided hereunder. The Customer further acknowledges that the volume and flow data received may differ from the billing invoice due to periodic maintenance interruptions or other causes.

- 2 -

B. CONFIDENTIALITY

Article VI – PRIOR AGREEMENTS

When this Agreement takes effect, it supersedes, cancels and terminates the following agreement(s):

- None -

Article VII – REGULATORY REQUIREMENTS

Should the Federal Energy Regulatory Commission, the Arizona Corporation Commission or any other regulatory or successor governmental agency having jurisdiction, impose by rule, order or regulation any terms or conditions upon this Agreement which are not mutually satisfactory to the Parties, then either Party upon the issuance of such rule, order or regulation, and by written notification to the other Party, may terminate this Agreement upon the effective date of such rule, order, or regulation. Notwithstanding this right to terminate, in the event either Party becomes aware of governmental action, or the threat of governmental action, which could trigger rights under this Article VII, such Party shall notify the other of the action or threatened action and the Parties thereafter shall engage in good faith efforts, for a period not to exceed sixty (60) days, to negotiate additional terms to address the circumstances that are the subject of the rule, order, or regulation prior to exercising any termination rights under this Agreement.

Article VIII – SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. No assignment or transfer by Customer shall be made without prior written approval of the Utility. Such approval shall not be unreasonably withheld. As between the Parties hereto, such assignment shall become effective on the first day of the month following written notice that such assignment has been approved by Utility, unless otherwise indicated by Utility in said written approval.

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Article IX – RELATIONSHIP OF THE PARTIES

Nothing in this Agreement shall be construed to create any partnership, joint venture, employment relationship, franchise, or agency as between the Parties. The relationship of the Parties hereunder shall be that of independent parties. Neither Party is intended to have, nor shall it be represented to any other person, that it has any power, right or authority to bind the other Party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other Party, except as expressly required or authorized by this Agreement, or as otherwise permitted in writing.

Article X – AUTHORITY TO EXECUTE; MODIFICATIONS

The Parties represent and warrant that the person(s) executing the Agreement has the right, power, and authority to bind its company to the terms and conditions of this Agreement. Modifications or changes to this Agreement must be in writing and signed by both Parties.

Article XI – SEVERABILITY

Article XII – CUMULATIVE RIGHTS; NO WAIVER OF RIGHTS

Article XIII – GOVERNING LAW

This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Arizona, without consideration of its choice of law provisions.

Article XIV – HEADINGS; ENTIRE AGREEMENT

The headings appearing at the commencement of each article of this Agreement are descriptive only and for convenience, and shall not define, limit, or describe the scope or intent of this Agreement, nor in any way affect this Agreement. This Agreement and the attached exhibit constitute the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior agreements and understandings, oral or written, between the Parties regarding the subject matter contained herein. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

- 4 -

The signatures of the duly authorized representatives of the Parties below represent the mutual acceptance of this Agreement.

SOUTHWEST GAS CORPORATION

“Utility”

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

“Customer”

By:	/s/ Randy Gabe	By:	/s/ Theril Lund
Title:	Vice President Gas Resources	Title:	CFO
Date:	10/2/2014	Date:	9/29/2014

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Exhibit 10.16

FUEL PURCHASE AGREEMENT

THIS FUEL PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of this 11th day of January, 2013, by and between Environmental Alternative Fuels, LLC, a Delaware limited liability company (“ Company ”), and Sheehy Mail Contractors, Inc., a Wisconsin corporation (“ Customer ”).

BACKGROUND

Company is in the business of developing, owning and operating compressed natural gas (“CNG”) fueling stations. Company is currently in the process of developing and constructing such a fueling station on the property located at 7155 S. 1st St., Oak Creek, WI (the “ Station ”). Customer owns and operates a trucking company and desires to assure itself of a supply of compressed natural gas to its fleet.

DEFINITIONS

Diesel Gallon Equivalent (DGE) : The volume of natural gas needed to produce the same amount of energy as one gallon diesel fuel. This is deemed to be 138,000 BTUs per gallon.

WEIGHTS AND MEASURES

AGREEMENT

Purchase of CNG.

During the first such Contract Year - at least 500,000 gge of CNG from Company at the Station(s); and

ii.

provided, however, that such minimum purchase requirement during any particular Contract Year shall be reduced ratably for each day or any portion of any day during such Contract Year on which the Station(s) is(are) incapable of providing CNG to Customer for more than six (6) hours between 1:00 a.m. local time and 7:00 a.m. local time, unless such incapacity is caused by or relates to any action or omission, or circumstances caused by, Customer and/or its associated Users (as defined in Section 2.a below).

iii.

The minimum volume requirement is subject to truck availabilty and volume estimates as defined in Exhibit C.

Pricing and Payment .

ii.

Invoicing.

Invoices for Ordinary CNG Purchases . By the tenth (10’) day of each calendar month during the term of this Agreement, Company will deliver an invoice to Customer reflecting the amount owing from Customer for its purchases during the preceding calendar month.

Invoices for Minimum Purchase Requirements . If Customer fails to purchase the minimum volume of CNG during any applicable Contract Year as set forth in Section 1.b , then within fifteen (15) days following the end of such period, Company will deliver an invoice to Customer reflecting the amount owing from Customer for its failure to purchase such minimum volume.

iii.

Fueling Procedures.

Warranty; Limitations on Liability

Indemnification and Insurance . Customer shall indemnify and hold harmless Company and its officers, directors, managers, affiliates, employees, representatives and agents from and against any and all losses, liabilities, damages and expenses (including but not limited to attorneys’ fees and other costs of defense) that Company or any of them may incur as a result of (i) any third party claims for death, bodily injury, property damages or environmental liabilities arising out of, relating to or resulting from Customer’s acts or omissions, including but not limited to any such claim based upon the negligence of Customer or its affiliates, employees, representatives or agents. Customer shall obtain the insurance policies and coverages listed in Exhibit D and shall name Company as an additional insured for those policies and coverages.

Term and Termination.

Effect of Termination . Neither expiration nor termination of this Agreement shall affect the rights or responsibilities of the parties hereunder that accrued prior to expiration or termination. Sections 3.b and c , 4 , 5.e , and 6 shall survive expiration or termination.

Miscellaneous.

If to Company, to:

Environmental Alternative Fuels, LLC

9899 W. Roosevelt Street

Tolleson, AZ 85353

Facsimile: 623.907.6401

If to Customer, to:

Sheehy Mail Contractors, Inc.

P.O. Box 35

Waterloo, WI 53594

Attention: John Sheehy

Facsimile: 920-478-3898

Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA, EXCLUDING ANY CHOICE-OF-LAW RULES THAT MAY DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each party stipulates that any dispute or disagreement between the parties as to the interpretation of any provision of, or the performance of obligations under, this Agreement shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, the federal or state courts located in the State of Arizona, and each party consents to personal and subject matted jurisdiction and venue in such courts and waives and relinquishes all right to attack the suitability or convenience of such venue or forum by reason of such party’s present or future domiciles or by any other reason. The parties acknowledge that all directions issued by the forum court, including, without limitation, all injunctions and other decrees, will be binding and enforceable in all jurisdictions and countries. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE OR DISAGREEMENT.

[The next page is the signature page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized representatives, effective as of the date first above set forth.

SHEEHY MAIL CONTRACTORS, INC.		ENVIRONMENTAL ALTERNATIVE FUELS, LLC

By:	/s/ John P. Sheehy	By:	/s/ Danny Cuzick
Name:	John P. Sheehy	Name:	Danny Cuzick
Title:	President	Title:	President

Exhibit A

Ordinary Purchase, Minimum Requirement and Excess Volume Rebate Formulas

Ordinary Purchase

Fuel Price to Customer for all gallons pumped including the minimum purchase requirement, or otherwise shall be $1.811 per GGE. This Fuel Price is subject to the following conditions:

The State of Wisconsin currently charges a privilege tax equal to $.223 per GGE which is included in the Fuel Price. Company will charge Customer this tax at the pump. Should the State of Wisconsin change the tax rate on the sale of CNG, such tax rate changes shall be passed on to Customer. The Company reserves the right to include any county or municipality tax, if applicable.

Federal tax is included in the above Fuel Price at a rate of $.181 per GGE. Should the federal tax rate adjust during the term of the agreement, any adjustment shall be passed on to Customer.

As of the date of this agreement, natural gas futures traded on the New York Mercantile Exchange (NYMEX) closed at the rate of $____ per MMBTU. The Fuel Price to Customer shall fluctuate at the rate of $.0125 per GGE for every change in price of $.10 per MMBTU traded on the NYMEX. Price fluctuation shall be calculated on a daily basis and based on the closing rate of the previous day. For CNG that is pumped on any day that the NYMEX is not trading natural gas futures, the price fluctuation shall be calculated based on the closing rate of the last day that natural gas futures were traded.

Notwithstanding Article 1.c above, Customer shall have the opportunity to control price fluctuation by instructing Company to lock in the price of natural gas futures for a determined period of time at which point the price per GGE would be fixed for that period of time subject to articles 1.a and l.b above. All terms and conditions related to locking in the price shall be contained in a separate agreement to be mutually agreed upon and executed by Customer and Company at the time Customer wishes to lock in price.

Minimum Requirement True-up :

For any Contract Year following the Start Date in which Customer does not purchase the minimum volume of CNG as required by Section l.b , Customer shall pay to Company an amount equal to the product of: (i) the minimum GGE volume stated in l.b.i. of the Agreement minus the actual GGE volume purchased for the year, multiplied by (ii) the average annual price of fuel per ggg, excluding state and local taxes.

Exhibit B

Specifications

None

Exhibit C

The truck availability and minimum volume requirements stated in 1.b.iii of the Agreement are subject to the following:

The customer agrees to purchase ___ 20 ___ CNG powered vehicles for delivery on or near the date that the CNG fueling station is in operation.

The estimated annual volume per vehicle is ______ 25,000 ______ gge.

The minimum annual volume is pro-rated based on the numbers indicated in 1 and 2 above based on vehicle receipt from the truck dealer.

Exhibit D

Required Insurance Coverages

Broad Form Comprehensive General Liability including Contractual Liability naming Company as an Additional Insured.

Commercial Automobile Bodily Injury and Property Damage Liability Insurance naming Company as an Additional Insured.

Minimum Limit of Liability for 1 and 2 above is $1,000,000.

Exhibit 10.17

MASTER RETAIL GAS SALES AGREEMENT

Integrys Energy Services — Natural Gas, LLC , a Delaware limited liability company, (hereinafter referred to as the “Seller”) and EVO LLC (hereinafter referred to as the “Buyer”), each a “Party” and collectively “Parties”, hereto agree as of November 1, 2013 to the terms of this Master Retail Gas Sales Agreement (the “Agreement”) as follows:

1. TERM, SCHEDULING, QUANTITY, PRICE, & BALANCING

1.1 This Agreement shall commence as of the first date written above and remain in effect, subject to the termination rights set forth herein, until terminated by either Party in a manner not inconsistent with an effective Confirmation. Except with respect to termination resulting from an Event of Default, if one or more Confirmations is in effect, termination of the Agreement shall not be effective until the expiration of the latest Delivery Period as provided in an effective Confirmation.

1.2 Seller agrees to sell and schedule for delivery to Buyer, and Buyer agrees to purchase and receive from Seller, natural gas as set forth in any Confirmation effective between the Parties, as it may be amended from time to time with mutual agreement of the Parties.

1.3 The Price for the Baseload or Contract Quantity, as applicable, shall be set forth on the applicable Confirmation. In the event that the Price is identified as “NYMEX Last Day Settle plus Market Basis” (or “NYM LDS plus Mkt Basis”), then the Price shall be the sum of two price components: (i) Commodity, and (ii) Basis. The Commodity price shall be equal to “NYMEX Last Day Settle”, as defined in the Definitions Rider, for the applicable month, unless the Parties mutually agree to fix the Commodity price. The Basis price shall be reasonably determined by Seller unless the Parties mutually agree to a Basis price.

1.4 A mutual agreement, if any, to establish a fixed Price, (whether the Commodity, Basis or both price components) may take the form of counterparts, with the Buyer submitting an offer and the Seller indicating its agreement to the terms of such offer in separate writings. Buyer and Seller agree that any written fixed price request(s) submitted by Buyer shall be deemed an offer by Buyer to buy. Only terms (i) affirmatively confirmed by Seller in a Confirmation amendment in response to Buyer’s fixed price request, or (ii) contained in a fully executed Confirmation, shall be binding on the Parties. Neither Buyer nor Seller shall contest the enforceability of an agreement on the grounds that the agreement is in counterparts as described herein, the fixed price request or Confirmation amendment is delivered in an electronic form or by facsimile, or that either of a fixed price request or a Confirmation amendment as described herein is not a writing. Quantities with fixed prices (or a fixed price component) shall be deemed the first natural gas through the meter with respect to the applicable month.

1.5 In the event that the quantity of natural gas that can be delivered to Buyer is less than the quantity agreed to be purchased for the relevant period, Buyer shall remain liable for the entire quantity it agreed to purchase. Seller will provide a credit at prevailing market prices for that portion of the purchased quantity that could not be delivered. In the event that Buyer’s expected Use will exceed the quantity of gas purchased by Buyer and/or available to Buyer without incurring Imbalance Charges for the relevant period, Seller will use commercially reasonable efforts to provide Incremental Supply at prevailing market prices as adjusted for Fuel, if applicable, and margin. Credits for Cashout and/or charges for Incremental Supply shall appear as separate line items on Seller’s invoice to Buyer, including applicable price and quantity. If no Balancing Service is

noted on the effective Confirmation, then notwithstanding the terms of Sections 1.5, 1.6 and 1.7 herein, Buyer is responsible for all balancing activities, and Buyer shall pay all Imbalance Charges and charges related to Cashout. In the event that Seller delivers and Buyer accepts gas to Accounts after the expiration of the applicable Confirmation, the Price for such post-expiration sales shall be NYM LDS plus Mkt Basis.

1.6 Buyer and Seller shall use commercially reasonable efforts to provide each other with sufficient notice to allow timely and accurate nominations in accordance with the nomination requirements of that Transporter, as they may change from time to time due to Constraint Day requirements or otherwise. Buyer accepts the following responsibilities: Buyer hereby appoints Seller as its agent for the purposes of balancing, including the receipt of current and historic Usage, storage, billing and transportation data from Transporter. Buyer agrees to assist Seller in the timely collection of data directly and through Transporter, notify Seller of usage expectations and any material changes to those usage expectations, and comply with any Daily Limitations concerning use. If Usage data is unavailable electronically, Buyer shall obtain usage data manually and deliver that information weekly via facsimile or electronic mail, or as requested by Seller.

1.7 If Balancing Service is indicated on the applicable Confirmation, Seller agrees to monitor and review all information provided to the Seller by Buyer and Transporter regarding Buyer’s gas Use. Based on such information, Seller shall use commercially reasonable effort to keep Buyer within the balancing parameters established by Transporter. Seller shall pass through to Buyer and Buyer shall pay for any Imbalance Charges and/or Cashout resulting from Buyer’s failure to (i) fulfill its obligations set forth in 1.6, (ii) maintain telemetry if applicable, and/or (iii) meet Daily Limitations with respect to Use.

Telemetry Obligations . If indicated on the applicable Confirmation, Buyer acknowledges and agrees that it shall be responsible for installing and maintaining a meter telephone line. Buyer shall also be responsible for any charges imposed by a contractor for repairing the meter telephone line. As a convenience to Buyer, Seller may arrange for telemetry service or repairs to be provided and Buyer agrees it shall be responsible for any costs associated with such service and repairs.

Gas Inventory . Unless Buyer’s Accounts are billed on nominations (rather than actual use), when Buyer’s Accounts are enrolled, Seller shall acquire any inventory of gas allocated to Buyer’s Accounts by Transporter, if any, and credit Buyer for that inventory at prevailing market prices. Upon termination of the Agreement, or as otherwise agreed upon by the Parties in a Confirmation, Seller shall have the right, to credit Buyer’s Account with gas and charge Buyer prevailing market prices as adjusted for Fuel for such gas.

2. BILLING AND PAYMENT

2.1 Seller shall submit to Buyer an invoice setting forth the quantity of natural gas purchased by Buyer during the preceding month and the total amount due. Billing will be based on actual Use plus applicable Fuel, unless otherwise provided on the applicable effective Confirmation. If the actual Use is not available from the Transporter by the invoice date, the invoice may be based on an estimate using nominated quantities, or as otherwise provided in the applicable effective Confirmation. Buyer shall remit payment to Seller within ten days of the invoice date for the total amount due set forth on the invoice. Payments that exceed $50,000 shall be made by wire transfer, EFT or ACH.

Page 2 of 6

Payments shall be made by wire and/or ACH to:

US Bank ABA - 075000022

Acct - 182380410411

Payment by Check shall be made payable to:

Integrys Energy Services - Natural Gas, LLC

P.O. Box 3145

Milwaukee, WI 53201-3145

If Consolidated Billing is indicated on the effective Confirmation, then Seller shall include the Transporter distribution fees on the monthly invoice. Past due and other charges due Transporter, that apply to service prior to the effective date of the Confirmation will not be included in Seller’s invoice to Buyer. Seller may discontinue this service at any time with notice to Buyer.

2.2 If Buyer disputes the amount payable under any invoice rendered hereunder, Buyer shall pay when due the amount not in dispute under such invoice as well as provide documentation to support the amount paid or disputed. Buyer recognizes that Buyer’s assertion of an inaccurate Usage determination by Transporter, in the absence of a redundant metering device to support that claim, is not adequate support to withhold payment. Any payment by Buyer shall not be deemed to be a waiver of Buyer’s right to recoup any overpayment, nor shall acceptance of any payment be deemed to be a waiver of Seller’s right to any underpayment. Any claim must be made within two (2) years of the date of the invoice or last revision thereof.

2.3 In the event the Buyer falls to pay the undisputed amount due to Seller when due, the unpaid portion of the undisputed amount shall accrue at a rate equal to one and one half percent (1-1/2%) per month, provided that in no event shall such rate exceed the maximum rate allowed by law, compounded daily from the date such payment is due until the same is paid.

3. FINANCIAL RESPONSIBILITY

Buyer (i) agrees to provide Seller with required information, including pertinent financial information and other information required for Seller to assess Buyer’s financial position, and (ii) authorizes the applicable utility, credit reporting agencies, trade references, and other relevant parties to release data to Seller relating to Buyer’s billing, usage, and credit data with such authorization enduring for the term of this Agreement. When reasonable grounds for insecurity of payment arise, including without limitation when Buyer seeks to establish a fixed price (whether Commodity, Basis or both), Seller may demand adequate assurance of performance. Adequate assurance of performance must be delivered to Seller no later than three (3) Business Days after the date of request, and must be in a form, from an issuer, and in an amount, acceptable to Seiler.

4. EVENT OF DEFAULT

“Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party;

(v) either Party defaults in any material payment obligation to any of its creditors; (vi) either Party files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or causes under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (vii) either Party otherwise becomes bankrupt or insolvent (however evidenced); (viii) either Party is unable to pay its debts as they fall due; (ix) either Party terminates this Agreement and/or any effective Confirmation (or service to one or more Accounts) for any reason except for a termination resulting from an Event of Default committed by the other Party; (x) Seller fails to sell and schedule for delivery, or Buyer fails to purchase and receive natural gas in accordance with any effective Confirmation; (xi) either Party falls to perform any material covenant or obligation set forth in this Agreement or any effective Confirmation (except to the extent such failure constitutes a separate Event of Default); or (xii) either Party makes a representation or warranty that is false or misleading in any material respect at any time during the term of this Agreement. Upon the occurrence of an Event of Default, the Party not committing the Event of Default (“Non-Defaulting Party”) shall have the right to suspend service and/or terminate this Agreement, including all effective Confirmations, in addition to any and all other remedies available hereunder.

5. REMEDY

5.1 During any Delivery Period, if either Party commits an Event of Default (the “Defaulting Party”), then the Defaulting Party shall pay and the Non-Defaulting Party shall be entitled to, as its exclusive remedy, early termination damages arising out of the Event of Default as reasonably calculated by Seller (“Early Termination Damages”). The Parties expressly acknowledge that should an Event of Default occur, damages would be difficult to ascertain and quantify, and agree that this provision for calculating damages (i) is reasonable in light of the anticipated or actual harm, (ii) shall be followed in lieu of any other methods of calculating or estimating direct actual damages, and (iii) is not a penalty.

5.2 If Seller commits an Event of Default and the price for replacement natural gas, including any associated costs reasonably incurred by Buyer in obtaining replacement natural gas, is higher than the Price set forth on the applicable Confirmation (as it may be amended), then Seller shall pay Buyer Early Termination Damages in the amount of such positive difference multiplied by the Contract Quantity or Baseload Quantity, as applicable.

5.3 If Buyer commits an Event of Default and the price at which Seller re-sells or could re-sell natural gas, less any associated costs reasonably incurred by Seller, is less than the amount that would have been paid under the applicable Confirmation, then Buyer shall pay Seller Early Termination Damages in the amount of such positive difference multiplied by the Contract Quantity or Baseload Quantity, as applicable. In determining the price at which Seller could re-sell the natural gas, Seller may consider quotations for replacement transactions supplied by one or more third parties and relevant market data supplied by one or more third parties or internal sources, provided that information from internal sources must be of the same type used by Seller in the regular course of its business for the valuation of similar transactions. Seller shall act in good faith and use commercially reasonable procedures when determining the price at which natural gas could have been resold.

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5.4 In the event that the Contract Quantity or Baseload Quantity is identified as Full Requirements on the applicable Confirmation, then the Parties agree that Seller’s forecasted quantity for Buyer for the applicable period should be used when calculating the remedy due the Non-Defaulting Party. Payment for Early Termination Damages shall be due within two (2) Business Days of the invoice date for said Early Termination Damages. In the event the Defaulting Party fails to pay amounts in accordance with the previous sentence, the Defaulting Party shall be responsible for (i) interest equal to one and one half percent (1 1/2%) per month, provided that such rate does not exceed the maximum rate allowed by law, compounded daily from the date such payment is due until the same is paid and (ii) all reasonable costs of collection, including attorneys’ fees.

6. SET OFF

Without limiting its rights under this Agreement, a Non-Defaulting Party may reduce any amount owed it under Article 5 by way of set-off against Other Agreement Amounts, as defined in the Definitions Rider. The Other Agreement Amounts) will be discharged promptly and in all respects to the extent it is so set-off. This Article 6 shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract, or otherwise).

7. TITLE, TAXES, CHANGE IN LAW OR TARIFF

7.1 Seller warrants title to all natural gas delivered hereunder, that it has good and lawful authority to sell the same that said natural gas is free from liens and adverse claims of every kind. Title to all natural gas delivered hereunder shall pass from Seller to Buyer at the Delivery Point(s). Seller shall pay or cause to be paid all production, severance or similar taxes lawfully levied on Seller, on the natural gas, or on any transaction giving rise to taxes, and applicable to the natural gas delivered hereunder which accrue prior to its delivery to Buyer at the Delivery Point(s), and Seller shall hold Buyer harmless therefrom. Buyer shall pay all taxes lawfully levied on Buyer applicable to such natural gas at and after delivery to the Delivery Point(s) and shall hold Seller harmless therefrom. Notwithstanding the foregoing, in the event that sale of natural gas, or any of the transactions contemplated hereunder are subject to, or become subject to, any state or local gas revenue, utility, sales, use, gross receipts, commercial activity, excise, or ad valorem tax, that Seller is obligated to remit to any competent taxing authority, Buyer shall reimburse Seller for any such taxes remitted by Seller in connection with this Agreement. Buyer shall provide Seller with evidence of any applicable exemption or exclusion from such taxes in the appropriate state(s) as applicable. In the event that an Account is located in Illinois, the Parties expressly acknowledge that the Agreement is made in De Pere, Wisconsin.

7.2 The safe of natural gas herein is subject to all applicable federal and state laws, orders, rules and regulations and to the Federal Energy Regulatory Commission rules and regulations or successor agency having jurisdiction. Either Party shall have the right to question or contest any such law, ordinance, order, rule, or regulation. The Price and/or terms of the Agreement may be adjusted by Seller to reflect charges associated with any change in the administration or interpretation of, a supplement to, a modification of, or a replacement of any law, statute, regulation, tariff, or any governmental permit or approval that impacts the manner in which Seller fulfills or the costs associated with Seller fulfilling its obligations under this Agreement.

8. ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the respective heirs, representatives, successors, and assigns of the Parties hereto, provided however, this Agreement shall not be assigned or transferred by either Party without the prior written consent of the other Party, which consent shall not unreasonably be withheld. Notwithstanding the foregoing, Buyer and Seller each may assign this Agreement to its parent, affiliate, subsidiary, or a successor to all or a material portion of its assets (such as an identifiable market), without the other Party’s consent as long as notice is provided and the assigning Party retains liability for the obligations hereunder.

9. FORCE MAJEURE

In the event either Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, other than to make payments due hereunder, the obligations of each Party, so far as they are affected by such Force Majeure, shall be suspended during the period of Force Majeure. The term “Force Majeure” as employed herein shall mean industrial disturbances, technology failures (however caused), acts of God, acts of the public enemy, wars, terrorist acts, blockades, riots, landslides, hurricanes, lightning, earthquakes, fires, floods, washouts, unavoidable freezing of pipes or wells and explosions, governmental actions such as necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction or any other unplanned or nonscheduled occurrence, condition, situation, or threat thereof not covered above, which renders either Buyer or Seller unable to perform its obligations hereunder, provided such event is beyond the reasonable control of the Party claiming such inability. The claiming Party shall give the other Party notice and full particulars in writing including a specific description of the cause relied upon and estimated duration of such event as soon as reasonably possible after the occurrence. In addition if the Buyer is the claiming Party, Buyer will be responsible for any Imbalance Charges that arise between the occurrence and Seller’s reasonable ability to adjust to notification by Buyer of the occurrence.

10. THIRD PARTY CLAIMS

Seller shall have responsibility for and assume any liability with respect to claims arising prior to the delivery of natural gas to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and any liability with respect to claims arising from or related to the delivery of natural gas at and after the Delivery Point(s).

11. LIMITATIONS

11.1 EXCEPT AS PROVIDED IN ARTICLE 7 HEREIN, SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALINGS OR USE OF TRADE.

11.2 IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR INCIDENTAL CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

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12. MISCELLANEOUS

12.1 Unless otherwise noted on an effective Confirmation, Buyer acknowledges and agrees that Seller will be the sole supplier (other than the Transporter) of natural gas for use in Buyer’s accounts identified on an effective Confirmation.

12.2 As of the date hereof, each Party represents and warrants to the other as follows; (i) it is duly organized and validly existing under the laws of the State of its incorporation/organization, (ii) is qualified to do business and is in good standing in the State where the facility receiving natural gas under the Agreement is located, and has all requisite power and authority, corporate or otherwise, to enter into this Agreement and perform its obligations hereunder, (iii) the execution, delivery, and performance of this Agreement have been duly authorized in accordance with all of its organizational instruments, it has full power to execute, deliver, and perform its obligations under this Agreement, and this Agreement has been duly executed and delivered, (iv) it has reviewed and understands this Agreement, and (v) it is not a “utility” within the meaning of Section 366 of the U.S. Bankruptcy Code, Each party agrees to waive and not to assert the applicability of Section 366 of the U.S. Bankruptcy Code in any bankruptcy proceeding wherein such party is a debtor. Buyer further represents (a) unless expressly noted to the contrary, Buyer is entering into this Agreement as principal and not as agent or in any other capacity, fiduciary or otherwise; (b) it has made its own independent decisions to enter the transaction and its decisions are based on its own judgment and upon advice from such advisors as it has deemed necessary; (c) Buyer is capable of assessing the merits and understands and accepts the terms, conditions and risks of the transaction; (d) Seller is not acting as a fiduciary for, or an advisor to, Buyer in respect to the transaction, (e) it understands that any corresponding futures hedge referenced by Seller is owned by Seller for Seller’s price protection and that no representation has been made by Seller that a position in futures is held by Seller for Buyer’s benefit, (f) it has the ability to make and take delivery of the commodity and is entering into transactions hereunder for purposes related to its business as such, and (g) it is a “forward contract merchant’ and that this Agreement is a “forward contract” as such terms are defined in the U.S. Bankruptcy Code. The Parties agree that all payments made or to be made by one Party to the other Party under this Agreement with respect to the forward contracts constitute “settlement payments” and/or “margin payments” within the meaning of the Bankruptcy Code, assurances of performance transferred by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code, and the rights set forth under Articles 4 through 6 of the Agreement, as applicable, constitute contractual rights “to liquidate, terminate, or accelerate” the transactions within the meaning of Bankruptcy Code Section 556 and “to terminate, liquidate, accelerate or offset” within the meaning of the Bankruptcy Code Section 561. Buyer represents and warrants to Seller that (x) it is in compliance with all material terms of its bank and debt covenants (as applicable), and (y) it is not in default under the terms of any material contracts to which it is a party. By signing below, each individual additionally warrants that he or she is authorized to sign this Agreement on behalf of the Party for which it was executed and is authorized to act under any effective Confirmations, and/or Riders.

12.3 If any provision in this Agreement is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Agreement.

12.4 This Agreement including any effective Riders, Amendments, and/or Confirmations together set forth all understandings between the Parties respecting the terms and conditions of any transaction herein described. All prior agreements, understandings and representations, whether consistent or inconsistent, verbal or written, between the Parties are merged into and superseded by this written Agreement, This Agreement and any Riders, Amendments, and/or, Confirmations related hereto may be executed and delivered in counterparts (including by (i) facsimile transmission and (ii) electronic reproduction and transmittal), each of which will be deemed an original and all of which constitute one and the same instrument. If the Parties agree to terms in a Confirmation or Rider that modify, change or otherwise conflict with any provisions of this Agreement, the terms of the effective Confirmation or Rider shall govern with respect to the applicable accounts, provided however no terms shall be deemed to conflict with, modify or change the terms of Articles 9 and 11 herein, unless explicitly stated and signed by both Parties.

12.5 The addresses for legal notices and invoices are set forth on the signature page, and may be amended from time to time, with written notice by a Party. All notices required pursuant to this Agreement may be sent by facsimile, a nationally recognized overnight courier service, first class mail, certified mail return receipt requested, or hand delivered. Notice shall be deemed received when received on a Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply: notices sent by facsimile shall be deemed to have been received upon the sending Party’s receipt of its facsimile machine’s confirmation of successful transmission. If the day on which such facsimile is received is not a Business Day or is after five p.m. (at the receiving Party’s place of business) on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving Party. First class mail is deemed received (5) Business Days after mailing.

12.6 No failure by either Party to enforce any right, obligation or remedy hereunder shall operate as a waiver of any of the foregoing, or the waiver of any future right, obligation or remedy, whether of like or different character or nature.

12.7 Each Party consents to the recording of telephonic conversations with respect to transactions under this Agreement without further notice, agrees to provide to its employees such notice of recording that may be required by applicable law, regulation or tariff, and agrees that it will not contest the admissibility of any recording of such telephonic conversations and such recording shall constitute a “writing”.

12.8 The headings throughout this Agreement are inserted for reference purposes only, and are not to be construed or taken into account in interpreting the terms and provisions of any Section, not to be deemed in any way to qualify, modify or explain the effects of any such term or provision.

12.9 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE A FACILITY RECEIVING GAS UNDER THE AGREEMENT IS LOCATED EXCLUDING ANY CONFLICT OF LAWS RULE WHICH WOULD APPLY THE LAW OF ANOTHER JURISDICTION.

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12.10 There are no Third Party Beneficiaries to this Agreement and none are intended.

12.11 The terms, provisions or conditions of any purchase order or other business form or written authorization used by Buyer will have no effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Seller to object to those terms, provisions or conditions.

IN WITNESS WHEREOF , the Parties have duly executed this Agreement to be effective on the day and year first written above.

SELLER: INTEGRYS ENERGY SERVICES - Natural Gas, LLC			BUYER: EVO TRILLIUM, LLC

Signature:

/s/ Damon Cuzick

By:	Craig P. Avery	By:	Damon Cuzick
Title:	Authorized Representative	Title:	C.O.O.
Date:		Date:	11/18/13

Sellers Legal Notice Address:

Buyer’s Legal Notice Address:

Integrys Energy Services - Natural Gas, LLC

1716 Lawrence Drive

De Pere, WI 54115

ATTN: Susan Brovold

FAX: 920-430-6252

EVO Trillium, LLC

ATTN: Damon Cuzick

9899 W Roosevelt St.

Tolleson, AZ 85353

FAX:

Buyer’s State of organization:

Buyer’s Form of organization: Limited Liability Company (LLC)

Buyer’s Invoice Address(es): ☐ Check here to indicate that more invoice address information for Buyer is on a separate sheet, which is attached to and made a part of this Agreement.

EVO Trillium, LLC

ATTN: Theril Lund

9899 W Roosevelt St.

Tolleson, AZ 85353

FAX: 623-907-6400

FAX:

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DEFINITIONS RIDER

This Definitions Rider is attached to and forms a part of the Master Retail Gas Sales Agreement. The capitalized terms used in the Master Retail Gas Sales Agreement have the meaning ascribed them below.

“ Accounts ” shall mean one or more accounts identified by account number on an effective Confirmation.

“ Baseload Quantity ” shall mean the daily purchase and sale quantity obligation. If presented as a monthly sum, Buyer and Seller agree that the monthly sum, when divided by the number of days in the month, sets forth the daily purchase and sale obligation that is priced as set forth in a Confirmation.

“ Basis ” shall mean the price differential between a receipt point and a delivery point, as determined by Seller unless fixed. Basis can include upstream transportation, fuel, margin and any other fees to a delivery point.

“ Business Day ” shall mean a day during which any Federal Reserve Bank office is open for business.

“ Cashout ” shall mean the process used by a Transporter (or Seller as applicable) to purchase, sell, or trade natural gas at the end of any day, month, or delivery period, as applicable, for the purpose of balancing receipts and deliveries for a specified day, month, or delivery period.

“ Contract Quantity ” shall mean the fixed monthly purchase and sale quantity obligation identified on an Effective Confirmation.

“ Constraint Day ” shall mean any period of time during which the Transporter identified in an effective Confirmation issues balancing orders, operational flow orders, operational matching orders (or the equivalent), or winter splits or deems the day a Critical Gas Day (or the equivalent) and thereby restricts deliveries by Seller or use by Buyer, requires a specific delivery by Seller or use by Buyer, or otherwise requires an affirmative action by either Party due to adverse operational conditions experienced by the Transporter.

“ Daily Limitation ” shall mean Transporter enforced restrictions or mandates concerning quantities of gas delivered and/or used, including those imposed due to Constraint Day conditions and/or under ordinary operating conditions.

“ Firm ” shall mean that either Party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure or the failure of the other Party to perform.

“ Firm Reservation Quantity ” shall mean the quantity of Natural gas identified on Confirmation for which Seller will obtain Firm transportation capacity to the Delivery Point.

“ Fuel ” shall mean the difference between the quantity scheduled to the applicable receipt or delivery point and the quantity received at the delivery point or meter location as converted to a per unit charge.

“ Full Requirements ” if indicated on an effective Confirmation, then the entire quantity of natural gas required by the identified accounts shall be priced in a uniform manner. Seller’s obligation to provide uniform pricing for all gas purchased is expressly conditioned upon Buyer’s obligation to provide Seller with timely and accurate information as to expected usage, including but not limited to, timely notice of deviations from previously-established expected usage, as well as other terms and conditions included in this Agreement and in the applicable Confirmation.

“ Imbalance Charges ” shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter’s balance and/or nomination requirements.

“ Incremental Supply ” shall mean natural gas in addition to the Baseload or Contract Quantity, as applicable, delivered to Buyer to meet Buyer or Transporter requirements as a result of unforeseen events, including, but not limited to Constraint Day conditions, or changes in Buyer’s daily Use of natural gas.

“ Interruptible ” shall mean that either Party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting Party may be responsible for any Imbalance Charges related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by Transporter.

“ NYMEX Last Day Settle” or “NYM LDS ” shall mean the price in dollars per MMBtu equal to the closing price on the New York Mercantile Exchange for natural gas futures contracts for delivery at the Henry Hub for the month of delivery hereunder, on the last day on which futures contracts for that month were traded.

“ Other Agreement Amounts ” shall mean any amount (whether under this Agreement, or otherwise) (i) the Non-Defaulting Party or its affiliate may owe the Defaulting Party (whether or not then due) or (ii) any adequate assurance of performance (howsoever termed) provided by the Defaulting Party for the benefit of the Non-Defaulting Party or its affiliate.

“ Secondary Firm ” shall mean that either Party may interrupt its performance only to the extent that such performance is prevented by either (i) an event of Force Majeure, or (ii) a curtailment in Firm transportation using secondary receipt or delivery points.

“ Transporter(s) ” shall mean any natural gas gathering company, pipeline company, local distribution company, or utility, transporting natural gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point pursuant to an effective Confirmation.

“ Transporter Citygate ” shall mean any interconnection between Buyer’s Transporter’s distribution system and Seller’s Transporter’s system. To the extent that a Transporter requires the designation of a specific interconnection for receipts or deliveries, such designation shall be at Seller’s choice and in its sole discretion.

“ Usage or Use ” shall mean for the applicable meter, the difference in meter readings recorded by Transporter during a specific period of time. The difference in meter readings may be converted by Transporter to a caloric measurement pursuant to the applicable Transporter tariff.

Exhibit 10.18

FUEL PURCHASE AGREEMENT

THIS FUEL PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of this 1st day of October, 2013, by and between Environmental Alternative Fuels, LLC , a Delaware limited liability company (“ Company ”), and Central Freight Lines, Inc. a Delaware limited liability company (“ Customer ”).

BACKGROUND

Company is in the business of developing, owning and operating compressed natural gas (“ CNG ”) fueling stations. Company is currently in the process of developing and constructing such a fueling station on the property located at E. Loop 1604 and Weichold Road, San Antonio, Texas 78247 (the “ Station ”). Customer owns and operates a trucking company and desires to assure itself of a supply of compressed natural gas to its fleet.

DEFINITIONS

Diesel Gallon Equivalent (DGE) : The volume of natural gas needed to produce the same amount of energy as one gallon diesel fuel. This is deemed to be 138,000 BTUs per gallon.

WEIGHTS AND MEASURES

AGREEMENT

Purchase of CNG .

Minimum Purchase Requirement . During each contract year during the term of this Agreement, with the first such period beginning on the Start Date and each subsequent period beginning on the annual anniversary of the Start Date (each such period a “ Contract Year ”), Customer shall purchase the following minimum volume of CNG from the Station(s).

During the first such Contract Year - at least 540,000 GGE of CNG from Company at the Station(s); and

ii.

During second, third, fourth and fifth such Contract Year - at least 540,000 GGE of CNG from Company at the Station(s); and

iii.

provided, however, that such minimum purchase requirement during any particular Contract Year shall be reduced ratably for each day or any portion of any day during such Contract Year on which the Station(s) is(are) incapable of providing CNG to Customer for more than six (6) hours between ________ a.m. local time and ________ p.m. local time, unless such incapacity is caused by or relates to any action or omission, or circumstances caused by, Customer and/or its associated Users (as defined in Section 2.a below).

iv.

The minimum volume requirement is subject to truck availability and volume estimates as defined in Exhibit C .

Pricing and Payment .

Price . The purchase price for CNG purchased by Customer pursuant to this Agreement shall be determined in accordance with the “Ordinary Purchase” formula set forth in Exhibit A . If Customer fails to purchase the minimum volume of CNG during any applicable Contract Year as set forth in Section 1.b , then Customer shall pay Company an amount determined in accordance with the “Minimum Requirement True-Up” formula set forth in Exhibit A .

ii.

Invoicing .

Invoices for Ordinary CNG Purchases . By the tenth (10th) day of each calendar month during the term of this Agreement, Company will deliver an invoice to Customer reflecting the amount owing from Customer for its purchases during the preceding calendar month.

iii.

Fueling Procedures .

Customer’s Employees and Independent Contractors . Customer’s employees and/or independent contractors identified in advance in writing to Company (each, a “ User ”) shall, subject to Section 2.b , be entitled to purchase CNG at the Station(s) on Customer’s behalf under this Agreement.

Warranty; Limitations on Liability .

Warranty . Company hereby represents and warrants that the CNG sold to Customer pursuant to this Agreement shall conform to the specifications set forth on Exhibit B , if any (the “ Specifications ”). The foregoing such warranty is the sole and exclusive warranty of Company with respect to any and all CNG sold to Customer pursuant to this Agreement. COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND CUSTOMER HEREBY ACKNOWLEDGES THE FOREGOING DISCLAIMER.

Term and Termination .

Automatic Renewal. Provided that Customer is not in violation of any of the terms and conditions herein, this Agreement shall automatically renew for the term of one year, and shall continue to renew for a term of one year in perpetuity unless either Customer or Company notifies the other party in writing of its intention to not renew this Agreement, which notification must be delivered no later than thirty (30) days prior to the expiration of the then current term of the Agreement.

Effect of Termination . Neither expiration nor termination of this Agreement shall affect the rights or responsibilities of the parties hereunder that accrued prior to expiration or termination. Sections 3.b and c , 4 , 5.e , and 6 shall survive expiration or termination.

Miscellaneous .

If to Company, to:

Environmental Alternative Fuels, LLC

9899 W. Roosevelt Street

Tolleson, AZ 85353

Facsimile: 623.907.6401

If to Customer, to:

Central Freight Lines, Inc.

5200 E. Loop 820 South

Ft. Worth, TX 76119

Attention: Kris Ikejiri (sp?)

Facsimile: _______________

Assignment: No Third-party Beneficiaries . Neither party may assign this Agreement or its rights or obligations hereunder, in whole or in part, voluntarily or by operation of law, without the prior written consent of the other party which may not be unreasonably withheld, delayed or conditioned, and any attempted assignment without such consent shall be null and void and without legal effect. Notwithstanding the foregoing, Company may assign this Agreement or its rights or obligations hereunder, in whole or in part, to any of its affiliates or to any person or entity that purchases all or any substantial portion of its assets, without Customer’s consent. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and permitted assigns. Nothing contained in this Agreement shall be deemed to confer upon any person or entity any right or remedy under or by reason of this Agreement.

Counterparts: Facsimile Signatures . This Agreement may be executed by facsimile signature pages and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA, EXCLUDING ANY CHOICE-OF-LAW RULES THAT MAY DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION . Each party stipulates that any dispute or disagreement between the parties as to the interpretation of any provision of, or the performance of obligations under, this Agreement shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, the federal or state courts located in the State of Arizona, and each party consents to personal and subject matted [sic] jurisdiction and venue in such courts and waives and relinquishes all right to attack the suitability or convenience of such venue or forum by reason of such party’s present or future domiciles or by any other reason. The parties acknowledge that all directions issued by the forum court, including, without limitation, all injunctions and other decrees, will be binding and enforceable in all jurisdictions and countries. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE OR DISAGREEMENT.

[The next page is the signature page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized representatives, effective as of the date first above set forth.

CENTRAL FREIGHT LINES, INC.		ENVIRONMENTAL ALTERNATIVE FUELS, LLC

By:	/s/ Donald Orr	By:	/s/ Danny Cuzick
Name:	Donald Orr	Name:	Danny Cuzick
Title:	President	Title:	President

Exhibit A

Ordinary Purchase, Minimum Requirement
and Excess Volume Rebate Formulas

Ordinary Purchase

Fuel Price to Customer for all gallons pumped including the minimum purchase requirement, or otherwise shall be $1.49 per GGE. This Fuel Price is subject to the following conditions:

The State of Texas currently charges a state sales tax equal to $0.15 per GGE which is included in the Fuel Price. Company will charge Customer this tax at the pump. Should the State of Texas change the tax rate on the sale of CNG, such tax rate changes shall be passed on to Customer. The Company reserves the right to include any county or municipality tax, if applicable.

Federal tax is included in the above Fuel Price at a rate of $.181 per GGE. Should the federal tax rate adjust during the term of the agreement, any adjustment shall be passed on to Customer.

As of the date of this Agreement, prompt month natural gas futures on the New York Mercantile Exchange (NYMEX) settled at a price of $_____ per MMBtu. The Fuel Price to the Customer shall fluctuate on a monthly basis at the rate of $.0125 per GGE for every $.10 per MMBtu change in the last day settlement price of prompt month natural gas futures.

Notwithstanding Article 1.c above, Customer shall have the opportunity to control price fluctuation by instructing Company to lock in the price of natural gas futures for a determined period of time at which point the price per GGE would be fixed for that period of time subject to Articles 1.a and 1.b above. All terms and conditions related to locking in the price shall be contained in a separate agreement to be mutually agreed upon and executed by Customer and Company at the time Customer wishes to lock in price.

Minimum Requirement True-up :

Exhibit B

Specifications

None

Exhibit C

The truck availability and minimum volume requirements stated in 1.b.iii of the Agreement are subject to the following:

The customer agrees to purchase __________ CNG powered vehicles for delivery on or near the date that the CNG fueling station is in operation.

The estimated annual volume per vehicle is _______________ GGE.

The minimum annual volume is pro-rated based on the numbers indicated in 1 and 2 above based on vehicle receipt from the truck dealer.

Exhibit D

Required Insurance Coverage

Broad Form Comprehensive General Liability including Contractual Liability naming Company as an Additional Insured.

Commercial Automobile Bodily Injury and Property Damage Liability Insurance naming Company as an Additional Insured.

Minimum Limit of Liability for 1 and 2 above is $1,000,000.

Exhibit 10.19

NATURAL GAS SERVICE AND PIPELINE AGREEMENT

(LDC, llc.)

EVO CNG Facility, Bexar County, San Antonio, Texas

THIS AGREEMENT effective as of the 12 ^th day of November, 2014, is by and between Environmental Alternative Fuels, LLC an Arizona Limited Liability Company, hereinafter referred to as “Buyer” and LDC, llc. , a Texas Limited Liability Company, hereinafter referred to as “Pipeline”.

RECITALS

WHEREAS , Buyer shall own and operate a Compressed Natural Gas Fueling Station in Bexar County, near San Antonio, Texas which requires an interruptible daily supply of natural gas; and

WHEREAS , Pipeline is a Natural Gas Distribution Company, as regulated by the Texas Railroad Commission, and is willing to sell natural gas to Buyer and to construct approximately 1,700 feet of 3 ½” O.D. steel pipeline complete with measurement facilities on the Enterprise Pipeline to serve Buyer’s CNG Fueling Station located in Texas. Pipeline will own, operate, and maintain the pipeline system. Buyer, at its sole expense, shall pay for all associated costs pertaining to the acquisition of private rights-of-way, surface site, survey, tap and metering facilities on the Enterprise Pipeline system; and

WHEREAS , Buyer and Pipeline desire to enter into an agreement whereby Pipeline will construct pipeline facilities and provide exclusive natural gas service to Buyer and Buyer will purchase from Pipeline, Buyer’s daily natural gas requirements on an interruptible basis, as herein after set forth:

NOW THEREFORE , in consideration of the premises and of the agreements, covenants and conditions herein set forth, Pipeline agrees to sell and deliver to Buyer and Buyer agrees to purchase and pay for the gas, and other charges, in accordance with Pipeline’s Tariff and the provisions of this Agreement (including the General Terms which are attached and made a part hereof) as follows:

AGREEMENT

Quantity: Pipeline shall arrange to transport gas on the Enterprise Pipeline system, deliver to Pipeline and sell to Buyer Buyer’s daily gas requirements, and Buyer shall purchase and receive Buyer’s daily gas requirements for Buyer’s CNG facility.

Delivery and Measurement Point: The Delivery and Measurement Points are set forth in Exhibit “A” attached hereto and incorporated herein by reference.

Title and Pressures: Title to and responsibility for all gas sold and purchased hereunder shall pass from Pipeline to Buyer at the Delivery Point. The pressures at the Measurement and Deliver Points shall satisfy Buyer’s operational requirements. The maximum pressure shall not exceed the pressure equal to the pressure, from time to time, on the Enterprise Pipeline system. The current pressure is approximately 250 psig.

EVO CNG/LDC Gas Service and Pipeline Agreement

Price: (Cost of gas delivered to Pipeline off the Enterprise Pipeline System Plus Tiered Amounts)

The following Commercial Rates shall apply to all deliveries made under this contract. These rates shall be firm and not subject to change for at least three (3) years. Thereafter the parties shall enter into mutually agreeable rates applicable to deliveries made under this contract.

The components of the rates shall be calculated as follows:

Buyer shall pay Pipeline for its actual costs of purchasing gas for delivery to Buyer. Such rates are anticipated to consist of Houston Ship Channel Posted Price plus transportation, fuel and other applicable fees incurred by Pipeline at the Enterprise Pipeline Measurement Point. In addition to the above, Buyer agrees to pay Pipeline the following additional amounts for natural gas delivered by Pipeline to Buyer during each of the three 12 month periods covered by this contract (contract year):

Tier 1 - $0.93 for the first 96,000 MMBtu delivered in a contract year

Tier 2 - $0.55 for 96,001 to $166,000 [sic] MMBtu delivered in a contract year

Tier 3 - $0.34 for volumes in excess of 166,001 MMBtu delivered in a contract year

The Tier 1, Tier 2, and Tier 3 prices shall hereinafter be referred to as “Natural Gas Commodity Fee”.

To the extent that Pipeline’s deliveries to Buyer exceed 96,000 MMBtu during a contract year, then during the calendar month subsequent to the calendar month in which the minimum annual obligation of 96,000 MMBtu has been reached the Natural Gas Commodity Fees of Tiers number 2 and 3 shall apply and the minimum monthly payment provided for herein shall no longer apply for the remainder of that contract year.

In addition to the price of gas as outlined above:

A) Buyer, shall pay Pipeline a one-time initial payment of Sixty Five Thousand Dollars ($65,000) as a Contribution In Aid of Construction (CIAC). Pipeline shall have no obligation to commence construction of the facilities until it has received payment in full of the initial CIAC.

Buyer further agrees to pay Pipeline an amount, not to exceed, Forty Three Thousand Dollars ($43,000) for actual additional construction costs associated with installing the pipeline on TxDot ROW. Such items include, but are not limited to, additional labor, welding, x-ray, boring, inspection, surveying, certifications and as-built documentation, etc. Such payment shall be due and payable within ten (10) days of receipt of an itemized invoice after the pipeline is installed.

B) Buyer also agrees to pay Pipeline a minimum monthly payment of Five Thousand Five Hundred Dollars ($5,500) should the volumes of natural gas sold not exceed Five Thousand Nine Hundred Fourteen (5,914) MMBtu in any given month. Pipeline shall credit Buyer’s account for volumes paid for in a month but delivered in subsequent months of a contract year. Buyer agrees to pay the Tier 1 Natural Gas Commodity Fee for 70,968 MMBtu per contract year even if it takes a lesser volume of gas in such contract year.

EVO CNG/LDC Gas Service and Pipeline Agreement

Payment: On or before the fifth (5 ^th ) day of the month following the month in which gas was delivered, Pipeline shall submit an invoice to Buyer for all gas purchased and sold at the Delivery and Measurement Point(s) during the preceding month. Should Pipeline not receive the information required to prepare such invoices in a timely manner, then Pipeline shall submit an estimated invoice, to be adjusted no later than the next month’s billing cycle. Buyer will electronically transfer funds due Pipeline for the gas purchased within fifteen (15) days of the invoice date.

Should Buyer fail to remit the full undisputed amount payable when due, interest on the unpaid and undisputed portion of the invoice shall accrue at a rate equal to the lower of (i) the then-effective prime rate of interest published under “Money Rates” by the Wall Street Journal , plus two percent per annum from the date due until the date of payment or (ii) the maximum applicable lawful interest rate, whichever is lower. If Buyer, in good faith, disputes the amount of any such invoice or any part thereof, Buyer will pay to Pipeline such undisputed amount; provided, however, if Buyer disputes the amount due, Buyer shall provide documentation to support the amount so disputed.

Security: Pipeline may, at its option, upon Buyer not timely remitting the undisputed amount due and payable hereunder, request that Buyer furnish security acceptable in general bank lending practices to Pipeline to assure Pipeline of on-time payment for gas sold hereunder and Buyer will promptly furnish such Security. Pipeline will not make unreasonable demand for security upon Buyer. Failure of Buyer to furnish such security shall entitle Pipeline to suspend deliveries of gas until such security is provided, but the exercise of such right shall be in addition to any and all other remedies available to Pipeline.

Notice Requirements: All notices are required to be given in writing and shall be deemed received when deposited in the United States mail, postage prepaid and addressed to the address set forth herein for the party being notified or by facsimile transmission, transmission confirmed. Notice of readiness to commence deliveries, suspension or resumption of deliveries, shall be given by certified mail, postage prepaid and addressed to the address set forth herein for the party being notified or by facsimile transmission, transmission confirmed. Either party may change its address for notices by complying with terms of this paragraph. All Notices shall be addressed as follows:

When to Buyer :		When to Pipeline :

Environmental Alternative Fuels, LLC		LDC, llc.
(EVO CNG)		620 Longmire Rd.
9899 W Roosevelt St.		Conroe, Texas 77304
Tolleson, AZ 85353		Telephone: (936) 539-3500
Telephone: (855) 386-3835		Facsimile: (936) 539-3501
Attn: Damon Cuzick, COO		Attn: Larry D. Corley, President

Operation and Maintenance Facilities: Pipeline shall maintain its pipeline and other owned facilities at its sole cost and expense.

EVO CNG/LDC Gas Service and Pipeline Agreement

IN WITNESS WHEREOF, this Agreement is executed as of the day of the respective acknowledgments below.

	PIPELINE

	LDC, llc.

	By:	/s/Larry D. Corley
		Larry D. Corley
		President

	Date:	11/12/14

	BUYER

	ENVIRONMENTAL ALTERNATIVE FUELS, LLC

	By:	/s/ Damon Cuzick
		Damon Cuzick
		COO

	Date:	11/12/14

Signatory page to that certain Gas Service and Pipeline Agreement between LDC, llc. and Environmental Alternative Fuels, LLC dated November 12, 2014.

EVO CNG/LDC Gas Service and Pipeline Agreement

GENERAL TERMS

1. Definitions. All capitalized terms used in these General Terms refer to the terms specified in the Agreement. The term “Agreement” refers to the foregoing Gas Service and Pipeline Agreement, which includes these General Terms. For the purpose of this agreement, unless the context of the instruments requires otherwise, the following terms and phrases shall have the following particular meanings:

1.01. The term “ Party ”, as used herein, shall mean either Pipeline or Buyer, and the term “ Parties ” shall mean Pipeline and Buyer.

1.02. The term “ gas ” or “ Gas ” shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane.

1.03. The term “ Btu ” shall metal British Thermal Unit or Units, as applicable, measured at a pressure of fourteen and seventy-three hundredths (14.73) pounds per square inch at a temperature of sixty (60) degrees Fahrenheit, on a dry basis.

1.04. The term “ MMBtu ” shall mean one million (1,000,000) Btu’s.

1.05. The term ‘‘ day ” shall mean a period of time commencing at 9:00 A.M. Central Time on a calendar day and ending at 9:00 A.M. Central Time on the following day.

1.06. The term “ month ” shall mean the period beginning at 9:00 A.M. Central Time on the first day of a calendar month and ending at 9:00 A.M. Central Time on the first day of the next succeeding calendar month.

1.07. The term “ Mcf ” shall mean one thousand (1,000) cubic feet of Gas measured at a base temperature of sixty degrees (60°) Fahrenheit, and at a pressure base of fourteen and seventy-three one-hundredths (14.73) pounds per square inch absolute.

1.08. The term “ psig ” shall mean pounds per square inch gauge.

1.09. The term “ psia ” shall mean pounds per square inch absolute.

2. Quality. All gas shall meet the following quality specifications:

a. The gas shall in no event have a water content in excess of seven (7) pounds of water per million (1,000,000) cubic feet of gas as determined by a method generally acceptable for use in the gas industry, which method shall be mutually acceptable to both parties.

b. The gas shall not contain more than one half (1/2) grain of hydrogen sulphide per one hundred (100) cubic feet as determined by quantitative test. Determination shall be made by a method in general use in the industry, which method shall be mutually acceptable to both parties.

c. The gas shall not contain more than ten (10) grains of total sulphur per one hundred (100) cubic feet of gas as determined by quantitative test. Determination shall be made by a method in general use in the industry, which method shall be mutually acceptable to both parties.

EVO CNG/LDC Gas Service and Pipeline Agreement

d. The gas shall not have a temperature greater than one hundred twenty (120) degrees Fahrenheit.

e. The gas shall not contain, in excess of two percent (2%) by volume of carbon dioxide.

f. The gas shall not contain in excess of two-tenths percent (0.2%) by volume of oxygen.

g. The gas shall not contain in excess of three percent (3%) by volume of nitrogen.

h. The gas shall not contain more than five percent (5%) by volume of total non-hydrocarbons. Non-hydrocarbons shall include, but not be limited to carbon dioxide, oxygen, and nitrogen.

i. The gas shall not have a gross heating value of less than nine hundred sixty-seven (967) Btu’s per cubic foot.

The compositional analysis of the gas sold hereunder shall be determined by Enterprise Pipeline using a representative sample of the gas volumes being delivered to the Measurement Point.

3. Measurement and Quality Standards and Procedures. Facilities and measurement data with respect to the Gas covered hereby shall at all reasonable times be subject to joint inspection by the parties hereto. The unit of quantity measurement for purposes of this agreement shall be one MMBtu dry. The specific gravity and composition used in the computation of quantity measurement shall be obtained from the most recently available representative gas chromatographic analysis. The meters for measurement of volumes of Gas hereunder must be installed and operated, and Gas measurement computations must be made in accordance with current industry standards. Orifice metering must be performed in accordance with the latest version of A.G.A. Report No. 3 - ANSI/API 2530. Positive displacement and rotary metering must be performed in accordance with the latest version ANSI B 109.1, B109.2 or B109.3. Turbine metering must be performed in accordance with the latest version of Report No. 7. Electronic measurement must be performed in accordance with the latest version of API Manual of Petroleum Measurement Standards Chapter 21-Flow Measurement Using Electronic Metering Systems. Meters and electronic correctors and associated measuring equipment shall be proved at least once each year; and the cost of such testing shall be borne by the owner of such equipment. Buyer shall be provided with copies of all tests and gas quality data upon receipt. Buyer shall not be responsible for the cost or expense of such tests or the reports generated thereby.

The determination of gas volumes, analysis, gas quality, pressure shall be determined by the Transporting pipeline and within the Transporting pipeline’s standards (Enterprise Pipeline).

EVO CNG/LDC Gas Service and Pipeline Agreement

4. Taxes. The term Taxes include, franchise, all existing taxes imposed, assessments or charges except ad valorem, net income and excess profit taxes imposed or levied by any governmental authority on Pipeline.

Buyer agrees to pay any new taxes or increased rate of any franchise, existing tax, assessment or charge or subsequently applicable taxes, except ad valorem, net income and excess profit taxes, imposed or levied by any governmental authority as a result of any new or amended law, ordinance, enacted after the effective date of this Agreement, which is assessed or levied against the Pipeline and added to or made a part of the cost of natural gas purchased by the Pipeline for resale hereunder.

5. Audit. Each party hereto shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement. Any statement shall be final as to both parties unless questioned within two (2) years after payment thereof has been made. Except as may otherwise be provided by applicable law, regulation or order, if an error becomes evident involving an overpayment or underpayment for gas delivered, then within thirty (30) days after the final determination and notice thereof, Pipeline shall refund the amount of any overpayment and/or Buyer shall pay any balance owed due to any underpayment.

6. Force Majeure.

a. Except with regard to a party’s obligation to make payments due hereunder neither party shall be liable to the other for failure to perform an obligation, to the extent such failure was caused by Force Majeure. The term “Force Majeure” as employed herein means any cause not reasonably within the control of the party claiming suspension and which could not have been prevented with the exercise of reasonable care.

b. Force Majeure shall include but not be limited to the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area floods, washouts, explosions, equipment failure; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption of interruptible transportation and/or storage by transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars; and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental authority having jurisdiction. The Parties shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance.

c. Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be entirely within the sole discretion of the party experiencing such disturbance.

d. The party whose performance is prevented by Force Majeure must provide notice to the other party. Initial notice may be given orally; however, written notification with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written notification of Force Majeure to the other party, the affected party will be relieved of its obligation to make or accept delivery of Gas as applicable to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event.

EVO CNG/LDC Gas Service and Pipeline Agreement

7. Laws & Regulations. This Agreement is subject to all applicable governmental laws, orders, directives, rules and regulations. The laws of the state of Texas shall govern this Agreement and shall control in construing this Agreement.

8. Invalidity. A holding by a court that any provision of this Agreement is invalid or unenforceable shall not affect the validity of the other provisions of this Agreement.

9. Assignment. This Agreement may not be assigned without the prior written consent of both parties. Consent to an assignment shall not be unreasonably withheld. No proposed assignment of this Agreement will be effective until written notice is given of the proposed assignment and written consent to the assignment is obtained in accordance with this paragraph. Notwithstanding anything herein contained to the contrary, nothing in this Agreement shall prohibit either party from using this Agreement as security for any indebtedness incurred by it, its parent corporation, or any of its subsidiaries. Either party is expressly granted the right to pledge this Agreement as security for the payment of any indebtedness incurred by it, its parent company, or its subsidiaries, however such pledge be evidenced. No assignment of this Agreement will act to release the assigning party unless the non-assigning party expressly consents to the release of the assigning party.

10. Warranty. Pipeline warrants, and agrees to defend title to the natural gas delivered hereunder and the right of Pipeline to sell same. Pipeline further warrants that all such natural gas is delivered free and clear of all liens, encumbrances, and adverse claims, including without limitation liens to secure payment of taxes.

11. Remedy for Default. With the exception of billing disputes and as otherwise specifically provided in this Agreement, if either party shall fail to perform any of the covenants or obligations imposed upon it under this Agreement (except where such failure shall be excused under the provisions hereof), the other party may, at its option, terminate this Agreement by written notice to be served on the party in default stating specifically the cause for terminating this Agreement and declaring it to be the intention of the party giving the notice to terminate the same; thereupon the party in default shall have thirty (30) days after the service of the notice in which to remedy or remove the cause or causes stated in the notice for terminating the Agreement and, if within said period of thirty (30) days, the party in default does so remedy and remove said cause or causes and fully indemnify the party not in default for any and all consequences of such breach, then such notice shall be withdrawn and this Agreement shall continue in full force and effect. In case the party in default does not so remedy and remove the cause or causes and does not indemnify the party giving the notice for any all consequences of such breach, within said period of thirty (30) days, then this Agreement shall become null and void from and after the expiration of said period. Any cancellation of this Agreement pursuant to the provisions of this section shall be without prejudice to the right of the party not in default to collect any amounts then due it and without waiver of any other remedy to which the party not in default may be entitled for violation of this Agreement.

EVO CNG/LDC Gas Service and Pipeline Agreement

12. Possession. Pipeline shall be deemed for purposes hereof to be in exclusive control and possession of the gas delivered at the Delivery and Measurement Point(s) prior to and upon delivery. Pipeline shall indemnify, defend and hold Buyer and Buyer’s agents harmless from and against any and all loss, cost and expense, including judgments, demands, actions or liability (including reasonable expenses, attorneys’ fees and costs incurred by Buyer in connection therewith) arising while the gas is in Pipeline’s exclusive control or possession. Buyer shall indemnify, defend and hold Pipeline and Pipeline’s agents harmless from and against, any and all loss, cost and expense, including judgments, demands, actions or liability (including reasonable expenses, attorney’s fees and costs incurred by Pipeline in connection therewith) arising from Buyer’s possession of the gas while the gas is in Buyer’s exclusive control.

13. Site Access. Buyer hereby grants to Pipeline a rights of way and easement and surface site(s) on, under, over and along the properties owned and/or controlled by Buyer. Pipeline shall have full rights of ingress and egress for the fulfillment of Pipeline’s obligations to install, operate, maintain, remove, replace and service its facilities and equipment.

14. Independent Contractor. In performing its obligations hereunder, Pipeline shall act as an independent contractor and not as the agent of Buyer. No subcontractor or other person or entity hired or engaged by Pipeline or any subcontractor thereof shall be an agent of Buyer.

15. Notification. Pipeline shall be responsible for maintaining proper odorization levels for the gas sold and purchased hereunder and Buyer assumes no obligation therefore. Pipeline, if necessary, shall install or cause to be installed, at Buyer’s expense of Seven Thousand Dollars ($7,000), such odorizing devices, downstream of the Delivery Point as may be required to provide odorization compliant with Railroad Commission rules and regulations. The installed odorizing devices will be owned by the Pipeline and will be attached to and become a part of the Pipeline’s System.

16. Conflict. In the event of any conflict between these General Terms and the Natural Gas Service and Pipeline Agreement, the Natural Gas Service and Pipeline Agreement shall be controlling.

17. Entire Agreement. The Natural Gas Service and Pipeline Agreement together with these General Terms supersede any and all other agreements, either oral or written, between the parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to said matter.

EVO CNG/LDC Gas Service and Pipeline Agreement

EXHIBIT “A”

DELIVERY AND MEASUREMENT POINT(S)

LDC, llc.

Name	Meter Number	Meter Station Owned by Pipeline
Enterprise Pipeline	Measurement Point	Yes
EVO CNG Station Inlet Flange and Pipeline’s Outlet Valve	Delivery Point	N/A

Exhibit 21.1

Subsidiaries of the Registrant *

Subsidiaries		State of Incorporation/Organization
Titan CNG LLC		Delaware
Environmental Alternative Fuels, LLC		Delaware
EVO CNG, LLC (subsidiary of Environmental Alternative Fuels, LLC)		Delaware
Titan El Toro LLC (subsidiary of Titan CNG LLC)		Delaware
Titan Diamond Bar LLC (subsidiary of Titan CNG LLC)		Delaware
Titan Blaine LLC (subsidiary of Titan CNG LLC)		Minnesota

* Each subsidiary is 100% owned, directly or indirectly, by Minn Shares Inc. All subsidiaries are consolidated with Minn Shares Inc. for accounting and financial reporting purposes.

Exhibit 31.1

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

I, John P. Yeros, certify that:

1. I have reviewed this Annual Report on Form 10-K of Minn Shares Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 18, 2017

/s/ John P. Yeros

John P. Yeros

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

I, Randy Gilbert, certify that:

1. I have reviewed this Annual Report on Form 10-K of Minn Shares Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 18, 2017

/s/ Randy Gilbert

Randy Gilbert

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Minn Shares Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, John P. Yeros, Chief Executive Officer (Principal Executive Officer) and Randy Gilbert, Chief Financial Officer (Principal Financial Officer) of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

/s/ John P. Yeros

John P. Yeros

Chief Executive Officer

(Principal Executive Officer)

April 18, 2017

/s/ Randy Gilbert

Randy Gilbert

Chief Financial Officer

(Principal Financial Officer)

April 18, 2017