Exhibit 21.1

Subsidiaries

         Headwaters acquired a 100% interest in Hydrocarbon Technologies, Inc.
         in August 2001.

         Headwaters also owns the following entities:

         X        Alabama Synfuel #1 Ltd., a Delaware limited partnership of
                  which Headwaters serves as general partner and owns 100%

         X        Utah Synfuel #1 Ltd., a Delaware limited partnership of which
                  Headwaters serves as general partner and owns 100%