U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A(1)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                         TECHNOL FUEL CONDITIONERS, INC.
                         -------------------------------
                         (Name of Small Business Issuer)

             (Formerly known as Brazilian-Indio Services.com, Inc.)


           Oregon                                      22-3084979
 ---------------------------------               ----------------------
 (State  or Other Jurisdiction of        (I.R.S. Employer Identification Number)
  Incorporation  or  Organization)

                                One Main St. #405
                               Eatontown, NJ 07724
                         ------------------------------
           (Address of Principal Executive Offices including Zip Code)

                                  800/645-4033
                           (Issuer's Telephone Number)

SECURITIES  REGISTERED  PURSUANT TO SECTION 12(B) OF THE SECURITIES EXCHANGE ACT
OF 1934:

                                                         Name  of Each Stock
          Title  of  Each  Class                    Exchange on Which Registered
 --------------------------------------------      ----------------------------
 Common Stock, Par Value  $0.001  Per  Share             Not  Applicable

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-B 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-KSB or any  amendment to
this Form 10-KSB. [ ]

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d)of the Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES [ ]  NO [X]

The number of shares of  Registrant's  Common Stock  outstanding on December 31,
2003 was 19,675,000 among 168 shareholders of record.

The  Registrant's  total  revenues for the year ended  December  31, 2003,  were
$298,967.

         (1) The purpose of this  amendment  is to include  the proper  year-end
         report, for the year ended December 31, 2003. Previously the report for
         the year ended  December 31, 2002, had been refiled  inadvertently  and
         was    received     and     disseminated     as    Accession     Number
         80000931731-04-000147,  filed as of  05-20-2004.  No changes  have been
         made to the report for the year-ended  December 31, 2003, as originally
         reviewed  and signed by  management  as of May 18, 2004 and intended to
         have been filed on May 20, 2004.
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
                                                                            ----

PART  I
-------
ITEM  1.     DESCRIPTION OF BUSINESS                                          3

ITEM  2.     DESCRIPTION OF PROPERTY                                          3

ITEM  3.     LEGAL PROCEEDINGS                                                3

ITEM  4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              3

PART  II
----------

ITEM  5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         4

ITEM  6.     MANAGEMENT'S DISCUSSION AND ANALYSIS                             4

ITEM  7.     FINANCIAL STATEMENTS                                             6

ITEM  8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                    6

PART  III
------------

ITEM  9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
             AND CONTROL PERSONS                                              7

ITEM  10.    EXECUTIVE COMPENSATION                                           8

ITEM  11.    SECURITY OWNERSHIP OF BENEFICIAL OWNERS                          8

ITEM  12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   9

ITEM  13.    EXHIBITS AND REPORTS ON FORM 8-K                                10

SIGNATURES                                                                   11

                                       2
<PAGE>

PART  I

Item  1.  Description  of  Business.
----------------------------------------
         Technol Fuel Conditioners,  Inc., a New Jersey based  corporation,  was
established in 1965 to manufacture,  package,  market and distribute  unique and
technologically superior lubricants, fuel improvers,  surfactants and detergents
to aid in the fight against  environmental  pollution.  Today,  Technol combines
established  product  lines to  achieve  this goal and is  equipped  to  present
advanced  lubrication,  superior fuel  stabilizers  and  detergents  for today's
automotive aftermarket,  gas and diesel engines,  equipment and heavy industrial
machinery.  On March 6, 2000, at a meeting of the  Directors,  key employees and
shareholders,  it was  unanimously  agreed to alter the company's name. The name
"Technol" was trademarked with the United State Office of Patents and Trademarks
in 1991 and has been owned by Technol every since. The name "OTC,"  representing
"Oil Technology Corporation," used by the previous ownership was abbreviated and
been  adopted  by  Technol  under  the  new  ownership.  It  was  agreed  at the
aforementioned  meeting  that the company  name should  indicate  its product or
service.  As such,  the company  officially  changed  its name to "Technol  Fuel
Conditioners,  Inc." which became  effective on June 15, 2000.  As the owner and
manufacturer  of  environmentally-friendly  fuel  treatments  and  conditioners,
Technol Fuel Conditioners,  Inc.'s products are specifically  designed to reduce
emissions,  and lower  maintenance  and fuel costs.  Technol has been focused on
improving fuel quality, and thereby, the performance, handling, and economics of
fuel products,  and to aid in regulatory compliance with the requirements of the
Environmental  Protection  Agency  (EPA),  the  Occupational  Safety  &  Hazards
Administration (OSHA) and the Bureau of Mines.

ITEM  2.     DESCRIPTION  OF  PROPERTY

The Company offices at One Main Street, #405, Eatontown, NJ 07724.

ITEM  3.     LEGAL  PROCEEDINGS

There are no known legal  actions  on-going or pending  involving the Company to
the best of its knowledge.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None.

                                       3
<PAGE>

PART  II

ITEM  5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company  presently  trades on the Pink Sheets Stock  Exchange.  The
Company has 168  shareholders of record as of December 31, 2003. The Company has
never  declared or paid any dividends,  and although  there are no  restrictions
limiting  its  ability  to do so, it is  unlikely  to pay any  dividends  in the
foreseeable future.

ITEM  6.     MANAGEMENT'S DISCUSSION AND ANALYSIS

         On August 24, 2001,  the Company  entered into a conditional  Agreement
and Plan of Reorganization ("Agreement") with Brazilian-Indio Services.com, Inc.
("BIS"),  an Oregon  corporation,  and  BIS's  majority  shareholders:  Emiliano
Lakota,  individually,  ("EL"), and  Netresolutions.com,  Inc., a private Nevada
corporation  ("NRC").  As set forth in the Agreement and Plan of Reorganization,
which is attached hereto as Exhibit "10.1",  purchased 2,500,000 of BIS's common
stock shares from EL, which represents 50% of the issued and outstanding  shares
of BIS. The purchase  price for said  2,500,000  shares is  Fifty-Five  Thousand
Dollars  ($55,000).  In connection  with a corporate  succession  transaction by
means which may include, but not be limited to merger,  consolidation,  exchange
of  securities,  acquisition  of  assets,  or  otherwise,  NRC  agreed to tender
2,500,000 of BIS's common stock shares,  which  represents 50% of the issued and
outstanding common stock shares of BIS to the Company. In consideration for this
action, The Company agreed to issue to NRC Two Hundred Thousand (200,000) of the
Company's  restricted  common stock. The newly issued 200,000 shares to NRC will
be issued under the securities transaction exemption afforded by Section 4(2) of
the Securities Act of 1933, as amended.

         The  Agreement and Plan of  Reorganization  between the Company and BIS
and BIS's  majority  shareholders  was  conditional  upon The Company paying the
aforementioned  $55,000.  The Company represented that they would be raising the
$55,000 via a  Regulation  D, Rule 506  offering to raise up to $500,000 at $.50
per share in  conjunction  with a merger with USR  Holdings  Corp.  ("USRH"),  a
Colorado  corporation  trading  on the  National  Quotation  Bureau  Pink  Sheet
exchange under the symbol "USRH".  On October 11, 2002, the Company entered into
a Plan of Reorganization  Agreement  ("Reorg.") with USRH. Prior to Reorg., USRH
had 563,388,309 shares of common stock issued and outstanding. As a condition of
the Reorg., USRH agreed to enact a 1:400 reverse split, which was effectuated on
December 19, 2002,  resulting in 1,408,470 post-split shares of its common stock
issued and  outstanding.  Upon and  subject to the terms and  conditions  of the
Reorg.,  USRH acquired from the  Company's  shareholders,  all of the issued and
outstanding  shares of the  Company's  common stock in exchange  for  18,260,000
shares of USRH newly issued stock,  resulting in 19,668,470  post- merger shares
issued and outstanding. By virtue of the transaction,  USRH acquired the Company
as a going concern, including all of the properties and assets of the Company of
every kind, nature, and description, tangible and intangible, wherever situated,
including,  without limiting the generality of the foregoing,  its business as a
going concern, its goodwill, and the corporate name (subject to changes referred

                                       4
<PAGE>

to or permitted  herein or occurring in the ordinary course of business prior to
the time of closing provided herein).  Upon, and immediately  subsequent to, the
aforementioned  acquisition,  USRH merged into its wholly-owned  subsidiary (the
Company) under Section 7-7106 of the Colorado  Corporations  Code. It's name was
formally changed to Technol Fuel Conditioners,  Inc. and it is presently trading
under the new symbol,  "THFC".  Issuance and delivery of stock. In consideration
of and in exchange for the foregoing transfer,  assignment,  and conveyance, and
subject  to  compliance  by USRH  and the  Company  with  their  warranties  and
undertakings  contained herein,  USRH issued and delivered to the Company one or
more stock certificates  registered in the name of the undersigned  shareholders
of the  Company,  on a  pro-rata  basis  totaling  11,260,000  in  exchange  for
1,185,600 shares of the Company Common stock constituting 100% of the issued and
outstanding  shares of the Company.  In addition out of the 18,260,00 shares the
following  shares were  issued:  4,941,530  were  issued to the Technol  Funding
Group, 200,000 shares to Netresolutions.com, Inc., a Nevada corporation, as part
of the  Brazilian-Indio  merger and,  1,950,000 shares to Technol Funding Group,
which have been placed into escrow for the Technol Funding Group upon completion
of a funding agreement, which constituted all of the Company shares or rights to
shares on a fully diluted basis  including  warrants,  options or stock purchase
rights including  claims  regarding any other shares of the Company.  All of the
shares  exchanged  were,  upon such issuance and  delivery,  fully paid and non-
assessable.  The  Company  agreed to pay off a $30,000  pre-existing  debt of US
Receivables  Management  Corp.,  a subsidiary  of USRH,  as well as, to purchase
85,000 USRH common stock post-split shares from Greco Family Limited Partnership
for a sum of  $70,000.  (Subsequent  to the  Reorg.,  the Greco  Family  Limited
Partnership has agreed to sell its 85,000  post-reverse split shares for $55,000
instead of $70,000,  and the Company  and USRH have agreed to  incorporate  this
modification  into the Reorg.) On October 22, 2002, the Company  effectuated the
Regulation  D, Rule 506  Offering  ("Offering"),  upon which the first phase was
terminated on January 19, 2002 and the Company raised $197,000. (As set forth in
the offering memorandum,  the second phase of the Offering is presently on-going
and is scheduled  to  terminate  on February  28, 2002,  unless the officers and
directors agree to extend the Offering termination date.) Pursuant to the Use of
Proceeds section in the Offering,  the funds were used,  among other things,  to
pay  the  requisite  amounts  due  BIS  and  USRH in  order  to  complete  those
transactions. Having met the conditions requisite to consummate its transactions
with BIS and USRG,  simultaneous  mergers took place on January 31, 2002 between
the  Company,  BIS and USRH  whereby,  on January  31,  2002,  pursuant  to Rule
12g-3(a) of the General Rules and  Regulations  of the  Securities  and Exchange
Commission,  the  Company  became  the  successor  issuer  to BIS for  reporting
purposes  under the  Securities  Exchange  Act of 1934 and BIS and USRH became a
wholly-owned  subsidiaries  of the Company.  USRH is an on-going  business.  The
parties  contemplate that USRH will be spun off as a separate entity in the near
future for appropriate consideration.

         Technol  Fuel  Conditioners,   Inc.,  a  New  Jersey  Corporation,  was
established in 1965 to manufacture,  package,  market and distribute  unique and
technologically superior lubricants, fuel improvers,  surfactants and detergents
to aid in the fight against  environmental  pollution.  Today,  Technol combines
established  product  lines to  achieve  this goal and is  equipped  to  present
advanced  lubrication,  superior fuel  stabilizers  and  detergents  for today's
automotive aftermarket,  gas and diesel engines,  equipment and heavy industrial
machinery.  On March 6, 2000, at a meeting of the  Directors,  key employees and
shareholders, it was  unanimously  agreed  to alter the company's name. The name

                                       5
<PAGE>


"Technol" was trademarked with the United State Office of Patents and Trademarks
in 1991 and has been owned by Technol every since. The name "OTC,"  representing
"Oil Technology Corporation," used by the previous ownership was abbreviated and
been  adopted  by  Technol  under  the  new  ownership.  It  was  agreed  at the
aforementioned  meeting  that the company  name should  indicate  its product or
service.  As such,  the company  officially  changed  its name to "Technol  Fuel
Conditioners,  Inc." which became  effective on June 15, 2000.  As the owner and
manufacturer  of  environmentally-friendly  fuel  treatments  and  conditioners,
Technol Fuel Conditioners,  Inc.'s products are specifically  designed to reduce
emissions,  and lower  maintenance  and fuel costs.  Technol has been focused on
improving fuel quality, and thereby, the performance, handling, and economics of
fuel products,  and to aid in regulatory compliance with the requirements of the
Environmental  Protection  Agency  (EPA),  the  Occupational  Safety  &  Hazards
Administration (OSHA) and the Bureau of Mines.

         During  2003,  we mapped  and  implemented  a strategy  to fortify  its
infrastructure  in those  areas  which  would  bolster  its sales and  marketing
platform.  This included the hiring of professional  and  experienced  personnel
whose responsibilities  include business plan and marketing strategy monitoring,
field sales support,  technical service, customer service,  competition analysis
and distributorship expansion.

         In addition, the company performed a complete overhaul of its corporate
image and presence which included  adopting a new  trademarked  logo,  setting a
comprehensive color code scheme to enhance product recognition and barcodes.

Results of Operations:

         The Company had revenues of $298,967  from business  operations  during
the year ended 2003 as opposed to $181,961 for the year ended 2002.  We incurred
a loss of  ($99,465)  or ($.01)  per share  (basic  and  diluted)  on revenue of
$298,967.  For the  year  ended  2002,  the  Company  incurred  losses  totaling
($209,337) or ($0.01) per share (basic and diluted) on revenue of $181,961.  The
Company will continue to make efforts to reduce  expenses  while  maintaining or
increasing   fiscal   productivity.   The  Company's   "Total   Liabilities  and
Stockholder's Equity" for year ending 2003 was $82,131 of which, as set forth on
Page F-2 of the attached Financials.

ITEM  7.     FINANCIAL  STATEMENTS

         The Financial Statements of Technol Fuel Conditioners,  Inc. (excluding
any of the  accounts of Technol or USRH) for the year ended  December  31, 2003,
together with Independent  Auditor's  Report thereon,  are contained in on pages
F-1 through F-8, attached and are incorporated herein by this reference.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS

         None.


                                       6
<PAGE>

PART  III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL
PERSONS

As of December 31, 2003, the Company's Directors and Officers are as follows:

       Name              Age    Positions and Offices Held
  -------------------    ---    -----------------------------
Melvin E. Hooper         54     President & Chief Executive Officer & Director
Odette Lichtman          51     Secretary-Treasurer & Vice President & Director
Jack Kruse               69     Vice-President & Director
Barry Sprague            56     Vice-President

Melvin E. Hooper has been  President & CEO of Technol Fuel  Conditioners,  Inc.,
f/k/a  OTC,  Inc.  for the past  five  years.  He  brings  30 years of  business
management  experience to the Company and has established the organizational and
operational  protocols the Company follows.  Mr. Hooper graduated Wagner College
in 1972 and was  immediately  employed at Amerada Hess  Corporation,  serving in
their  Exploration & Production  Division for 10 years, then in their Refining &
Marketing Division for the next 10 years. He was sought by the owners of General
Brokerage Services,  Inc., a Florida-based U.S.  Customhouse  brokerage firm and
recruited to establish  and manage their New York  operations  of importing  and
exporting  chemicals  and fuel oils  world-wide.  Mr.  Hooper is well versed and
experienced in the refining of fuel oil products which provides valuable insight
into fuel  conditioning  needs.  He also brings  expertise  in Human  Resources,
multiple  computer   platforms  and  technical   support,   U.S.   Import/Export
Compliance,  and  systems  management.  His key  relationships  within  the U.S.
Customs  Service,  Coast  Guard,  EPA  and  DOT  will  help  keep  Technol  Fuel
Conditioners,   Inc.  at  the  forefront  of  industry   trends  and  regulatory
compliance.

Odette Lichtman*,  Secretary-Treasurer  and Vice-President of Finance,  received
her degree from Jersey City State College, began her career with The Bank of New
York as a Corporate  Bond  Portfolio  Manager and entered the fuel industry when
employed by Coastal Fuels Systems in 1983. She joined Oil Technology Corporation
in 1991,  which,  under new ownership,  became Technol Fuel  Conditioners,  Inc.
Through her associations  with these three  companies,  Ms. Lichtman has amassed
over 20 years of experience which combines fuel oils and finances.  Ms. Lichtman
has  "hands-on"  knowledge  of all aspects of company  finances  and  accounting
procedures which directly apply to Technol Fuel Conditioner's line of business.

* Odette is  married  to Mr.  Mark  Lichtman,  a  principal  shareholder  in the
Company.

Jack Kruse,  Vice-President  - Industrial Sales has been affiliated with Technol
Fuel  Conditioners,  Inc.  since  1991.  His  entire  career has been in the oil
industry.  Following  his  graduation  from Elida High School in Elida,  Ohio, a
four-year tour of duty in the United States Army, and attending Harvey Institute
of  Technology,  Mr.  Kruse was  employed in various  managerial  and  executive
positions  in such major  firms as  Standard  Oil Co. of Ohio,  Landmark,  Inc.,
Emulsions


                                       7
<PAGE>


Fuels Inc.,  and  Petroferm,  Inc., a cumulative  and impressive 44 years in the
business.  He is well-  regarded  in the fuel  conditioning  and  emulsification
industries  and Technol Fuel  Conditioners,  Inc. and has been able to offer the
Company the benefit of his knowledge and resources  through his employment  with
Texpar Energy, Inc. of Wisconsin.

Barry  N.  Sprague,   Chief  Chemist,   has  been  involved  with  Technol  Fuel
Conditioners,  Inc.  since  1991.  He  has  more  than15  years  of  responsible
experience in designing and managing product  research and development,  quality
control,  chemical analytical laboratories and customer relations. Mr. Sprague's
chemical  engineering  innovations  has  earned  him 8  patents  and 10  patents
pending. Mr. Sprague "s extensive knowledge and chemical engineering experiences
are a proven valuable asset contributing to Technol Fuel Conditioners, Inc.

ITEM  10.     EXECUTIVE  COMPENSATION

         The following table summarizes certain information concerning executive
compensation  paid to or accrued by the Company's chief executive officer during
the  Company's  last three fiscal years.  During this time no executive  officer
earned or received annual compensation exceeding $100,000.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

                  Annual Compensation                                           Long Term Compensation
                  -------------------                                           ----------------------

                                                                       Other            Restricted
                                                                       Annual           Stock       Other
                                                                       Compensation     Awards    Compensation
                                                                       ------------     ------    ------------
Name and principal position      Year   Salary   Bonus
---------------------------      ----   ------   -----

<S>                              <C>    <C>       <C>                      <C>           <C>           <C>
Melvin Hooper, President         2002   $48,000   $ 0                      $0            $ 0           $ 0

Odette Lichtman, Secretary       2002   $15,000   $ 0                      $0            $ 0           $ 0

B. Sprague, Vice-President       2002   $ 7,800   $ 0                      $0            $ 0           $ 0
</TABLE>


ITEM  11.  SECURITY  OWNERSHIP  OF  BENEFICIAL  OWNERS

         The  following  table sets forth each person known by the Company to be
the beneficial owner of five percent or more of the Company's Common Stock as of
December 31, 2003, all directors  individually and all directors and officers of
the  Company  as a group.  Except as noted,  each  person  has sole  voting  and
investment power with respect to the shares shown.

                                       8
<PAGE>

Name  and  Address              Amount  of  Beneficial           Percentage
of  Beneficial  Owner           wnership                         of  Class
------------------------        --------------------------       -------------
Mark Lichtman(2)(4)                     5,411,696                  27.5%
2 Cedar Ave.
Allenhurst, NJ 07711

Odette Lichtman,(4)                     165,550                    less than 1%
Secretary, Treasurer,
VP & Director
2 Cedar Ave.
Allenhurst, NJ 07711

Technol Funding Group(3)                1,950,000                   10%
1004 Depot Hill Rd.
Broomfield, CO 80020

Frederick K. Moss(2)                    3,871,373                   20%
37 Riverside Dr.
New York, NY 10023

Melvin E. Hooper,                         100,000                   less than 1%
President, CEO
& Director
802 Hillside Ave.
Middletown, NJ 07748

Jack Kruse, VP &                          100,000                   less than 1%
Director
2549 Ameila Rd.
Fernandina Beach, FL 32034


(1) Based upon 19,668,470 outstanding shares of Common Stock.

(2) Mark Lichtman and  Frederick K. Moss have been the  principal  financiers of
Technol Fuel  Conditioners,  Inc. since its inception.  (3) The 1,950,000 shares
issued to the Technol  Funding Group are being held in escrow in accordance to a
Funding  Agreement  which was entered into on March 22, 2001. (4) Mark Lichtman,
who is a principal  shareholder  is the husband of Odette  Lichtman,  Secretary-
Treasurer & Sr. Vice President-Finances. Between them they own 5,577,246 or, 28%
of the total issued and outstanding Common Stock.

         As a group,  the  officers  and  directors  own a total of 365,550  or,
approximately 1.9% of the total issued and outstanding Common Stock.

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On March 22, 2001,  the Company  entered into a Funding  Agreement with
Technol Funding Group ("TFG"),  a joint venture group,  whereby TFG will provide
funding to the Company in the amount of $275,000 for 1,950,000  shares of the of
the Company's issued and outstanding equity securities. The Funding Agreement is
conditional  upon TFG fully  funding  the  $275,000.  The  terms of the  Funding
Agreement will not result in any dilution of an investor's stock position.

                                       9
<PAGE>


ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

Exhibit           No. 10   "Material   Contracts"   -  Agreement   and  Plan  of
                           Reorganization  between  the  Company,  Technol  Fuel
                           Conditioners,  Inc. and USRH Holdings dated September
                           24, 2002.

                  31.1     Chief Executive  Officer and Chief Financial  Officer
                           Certification   pursuant   to  Section   302  of  the
                           Sarbanes-Oxley Act of 2002

                  32.1     Chief Executive  Officer and Chief Financial  Officer
                           certification  pursuant to 18 U.S.C. Section 1350, as
                           adopted pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002. Filed herein.




                                       10

                        INDEPENDENT AUDITORS' REPORT

Board of Directors
    Technol Fuel Conditioners, Inc.
    Eatontown, New Jersey

We have audited the  accompanying  balance  sheet of Technol Fuel  Conditioners,
Inc. as of December 31, 2003, and the related statements of operations,  changes
in  stockholders'  deficit,  and cash flows for the two years then ended.  These
financial  statements  are  the  responsibility  of  Technol's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Technol Fuel Conditioners, Inc.
as of December 31, 2003,  and the results of its  operations  and its cash flows
for the two years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying  financial  statements have been prepared assuming that Technol
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  Technol has suffered recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its ability to continue
as a  going  concern.  Management's  plans  regarding  those  matters  also  are
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.



/s/ MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas


April 5, 2004

                                      F-1
<PAGE>


                         Technol Fuel Conditioners, Inc.
                                  BALANCE SHEET
                                December 31, 2003

ASSETS

Current Assets
    Cash                                                      $     2,090
    Accounts receivable, net                                       78,855
    Inventory, net                                                    776
    Prepaid expenses                                                  410
                                                              -----------
       TOTAL ASSETS                                           $    82,131
                                                              ===========



LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
    Accounts payable                                          $    21,762
    Accrued expenses                                              267,133
    Line of credit from a related party                           182,880
    Loans payable to stockholders                                 803,291
                                                              -----------
       TOTAL LIABILITIES                                        1,275,066
                                                              -----------
Commitments


STOCKHOLDERS' DEFICIT
    Common stock, $.001 par, 700,000,000 shares authorized,
       19,675,000 issued and outstanding                           19,675
    Paid in capital                                               528,625
    Retained deficit                                           (1,741,235)
                                                              -----------
       Total Stockholders' Deficit                             (1,192,935)
                                                              -----------
       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT            $    82,131
                                                              ===========

                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                      F-2
<PAGE>



                         Technol Fuel Conditioners, Inc.
                            STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2003 and 2002


                                              2003            2002
                                          ------------    ------------
Revenues                                  $    298,967    $    181,961

Cost of Sales                                  151,796         135,793
                                          ------------    ------------
Gross Margin                                   147,171          46,168

Selling, general and administrative            162,401         181,488
                                          ------------    ------------
       Operating Loss                          (15,230)       (135,320)

    Interest expense                           (84,235)        (74,017)
                                          ------------    ------------
       NET LOSS                           $    (99,465)   $   (209,337)
                                          ============    ============

Basic and diluted loss per common share   $       (.01)   $       (.01)
Weighted average common shares
    outstanding                             19,675,000      19,675,000



                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                         Technol Fuel Conditioners, Inc.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                     Years Ended December 31, 2003 and 2002

                                                          Additional
                                     Common Stock           Paid-In        Retained
                                Shares          Par         Capital        Deficit         Totals
                              -----------   -----------   -----------    -----------    -----------
<S>                            <C>          <C>           <C>            <C>            <C>
Balances at
  December 31, 2001            11,513,000   $    11,513   $   536,787    $(1,432,433)   $  (884,133)

Recapitalization-shares to:
- USRH shareholders             1,408,470         1,408        (1,408)          --             --

- BIS shareholders                200,000           200          (200)          --             --

- Technol Funding Group         6,553,530         6,554        (6,554)          --             --

Net loss                             --            --            --         (209,337)      (209,337)
                              -----------   -----------   -----------    -----------    -----------
Balances at
    December 31, 2002          19,675,000        19,675       528,625     (1,641,770)    (1,093,470)

Net loss                             --            --            --          (99,465)       (99,465)
                              -----------   -----------   -----------    -----------    -----------
Balances at
  December 31, 2003            19,675,000   $    19,675   $   528,625    $ 1,741,235    $(1,192,935)
                              ===========   ===========   ===========    ===========    ===========
</TABLE>


                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                      F-4
<PAGE>


                         Technol Fuel Conditioners, Inc.
                            STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2003 and 2002


                                                  2003         2002
                                               ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                   $ (99,465)   $(209,337)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
        Depreciation                                --          2,071
        Write off of obsolete inventory             --         36,000
      Net change in:
        Accounts receivable                      (38,349)     (16,111)
        Inventory                                 16,820       16,638
        Other current assets
        Accounts payable                         (29,646)       2,981
        Accrued expenses                          84,168       54,034
                                               ---------    ---------
NET CASH USED IN OPERATING ACTIVITIES            (66,472)    (113,724)
                                               ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net change in line of credit                  57,714        1,779
    Payments on notes to stockholders               (221)        --
    Proceeds from notes to stockholders             --        118,364
                                               ---------    ---------
                                                            ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES         57,493      120,143
                                               ---------    ---------
NET CHANGE IN CASH                                (8,979)       6,419
CASH BALANCES
    -Beginning of period                          11,069        4,650
                                               ---------    ---------
    -End of period                             $   2,090    $  11,069
                                               =========    =========
SUPPLEMENTAL DISCLOSURES
    Interest paid                              $   7,701    $  19,662

                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                      F-5
<PAGE>

                         Technol Fuel Conditioners, Inc.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business. Technol Fuel Conditioners, Inc. ("Technol") was incorporated
in New Jersey on January 4, 1991 as OTC,  Inc.  The name was changed on June 27,
2000. Technol is in the business of wholesaling,  distributing and retailing oil
additives.

Effective   January  2,  2002,   Technol  agreed  to   recapitalize   with  both
Brazilian-Indio  Services.com,  Inc.  "(BIS)"  (an Oregon  corporation)  and USR
Holdings Co. "(USRH)". At this date, Technol became a wholly-owned subsidiary of
BIS and USRH was spun off to USRH's former majority shareholder.  To accommodate
this  recapitalization,  (a) 319,137  shares  were  redistributed  from  certain
Technol  shareholders  to three new  shareholders  and  accounted  for as shares
issued for services rendered in 2001 and valued at their estimated fair value of
$.50 per share, (b) Technol's  existing  shareholders  holding  1,185,600 shares
were issued  11,260,000  shares in BIS and accounted  for as a stock split,  (c)
former USRH  shareholders  were issued 1,408,470 shares in BIS, (d) existing BIS
shareholders  were  reduced  via a reverse  stock split to 200,000  shares,  (e)
Technol Funding Group, an entity formed to accomplish this recapitalization, was
issued 6,553,530 shares for services in connection with the recapitalization and
(f) 253,000 shares was issued under a private placement  memorandum for $126,500
in cash contributed to Technol in 2001. Immediately after the merger, BIS's name
was changed to Technol Fuel Conditioners, Inc. Because original BIS shareholders
retained only a tiny fraction of the combined entity, the purchase was accounted
for as a reverse merger.

Hereinafter, all references to Technol refer to the original Technol entity with
shares as issued from Technol's inception and including the  recapitalization as
described above.

Estimates and assumptions that affect amounts reported are used by management to
prepare these financial statements and accompanying footnotes in conformity with
accounting principles generally accepted in the United States of America. Actual
results could differ from those estimates.

Cash and Cash Equivalents. For purposes of the statements of cash flows, Technol
considers all highly liquid  investments  purchased with an original maturity of
three months or less to be cash equivalents.

Revenue  Recognition.  Technol recognizes revenue when persuasive evidence of an
arrangement  exists,  delivery  has  occurred,  the  sales  price  is  fixed  or
determinable and  collectibility  is probable.  Revenue is derived from sales of
Technol's oil additive products and are recognized when the items are shipped.

Allowance  for  Doubtful  Accounts.  Bad debt  expense  is  recognized  based on
management's estimate of likely losses per year, based on past experience and an
estimate  of current  year  uncollectible  amounts.  There was no  allowance  at
December 31, 2003.

Inventory.  Inventory  is  stated  at the  lower  of  cost  or  market.  Cost is
determined by the first-in,  first-out  (FIFO) method.  A $54,200  allowance has
been provided for slow moving and obsolete inventory.

Property and equipment is valued at cost. The costs of additions and betterments
are  capitalized and maintenance and repairs are charged to expense as incurred.
Gains and losses on  dispositions  of equipment  are  reflected  in  operations.
Depreciation  is  provided  principally  on the  straight-line  method  over the
estimated  useful lives of the assets,  which are  generally  from three to five
years.
                                      F-6
<PAGE>
Impairment  of  Long-Lived  Assets.  Technol  reviews the carrying  value of its
long-lived  assets  annually  or  whenever  events or changes  in  circumstances
indicate that the  historical  cost-carrying  value of an asset may no longer be
appropriate.  Technol assesses recoverability of the carrying value of the asset
by  estimating  the  future net cash flows  expected  to result  from the asset,
including eventual  disposition.  If the future net cash flows are less than the
carrying  value  of the  asset,  an  impairment  loss is  recorded  equal to the
difference between the asset's carrying value and fair value.

Income taxes.  Technol  recognizes  deferred tax assets and liabilities based on
differences  between  the  financial  reporting  and tax  bases  of  assets  and
liabilities  using the  enacted  tax rates and laws that are  expected  to be in
effect when the  differences  are expected to be recovered.  Technol  provides a
valuation  allowance  for  deferred  tax assets  for which it does not  consider
realization of such assets to be more likely than not.

Basic and diluted loss per common share is  calculated  by dividing the net loss
by the weighted average shares outstanding. There are no dilutive securities.

Recently issued accounting pronouncements.  Technol does not expect the adoption
of recently issued  accounting  pronouncements  to have a significant  impact on
Technol results of operations, financial position or cash flow.


NOTE 2 - GOING CONCERN

As shown in the  accompanying  financial  statements,  Technol has  incurred net
losses of $99,465  and  $209,337  during the years ended  December  31, 2003 and
2002,  respectively  and has a  negative  working  capital of  $1,192,935  as of
December  31,  2003.  These  conditions  create an  uncertainty  as to Technol's
ability to continue as a going concern.  Management is trying to reduce expenses
and increase  marketing  efforts.  The  financial  statements do not include any
adjustments  that might be necessary if Technol is unable to continue as a going
concern.


NOTE 3 - LINE OF CREDIT FROM A RELATED PARTY

Technol had a line of credit with Wells Fargo  until  October  2002.  In October
2002,  Wells Fargo requested a payoff on the line of credit.  A shareholder paid
the line of credit off by obtaining a personal line of credit.  The  shareholder
allows  Technol  to use  their  personal  line of credit  and make the  required
payments of principal and interest.


NOTE 4 - LOAN PAYABLE TO STOCKHOLDERS

Loan payable to  stockholders  consists of  non-interest  bearing loans from two
stockholders  to Technol.  The loans are due on demand,  have no collateral  and
interest of 7.5% is being imputed.

NOTE 5 - INCOME TAXES

                  Deferred tax assets                           $(105,000)
                  Less: valuation allowance                       105,000
                                                                ---------
                  Net deferred taxes                      $          --
                                                                =========

Until the merger on January 2, 2002,  Technol elected subchapter S treatment for
tax  purposes  and  all  losses  through  that  date  passed  to the  individual
shareholders.  Effective  January 2, 2002,  Technol is taxed as a C Corporation.
Technol has a net operating  loss of  approximately  $309,000 as of December 31,
2003 which expires between 2022 and 2023.

                                      F-7
<PAGE>

NOTE 6 - COMMITMENTS

Technol leases its office under an operating lease through January 31, 2005. The
monthly rental  payments are $960.  Rent expense under the lease was $10,415 and
$11,175 for the periods ended December 31, 2003 and 2002, respectively.


NOTE 7 - MAJOR CUSTOMERS

Technol had one customer that  accounted for 71% of net sales during 2003 and no
major customer for 2002.


NOTE 8 - MAJOR VENDORS

Technol had one vendor that  accounted for 93% of net purchases  during 2003 and
no major vendors for 2002.



                                      F-8
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Technol Fuel Conditioners, Inc.

Date: May 18, 2004

By: /s/ Mel Hooper
----------------------------
Mel Hooper, President and acting CFO (Principal Executive Officer)


         In accordance  with 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.


         Signature                       Title                     Date
         ---------                       -----                     ----

/s/ Mel Hooper
------------------------             President,               May 18, 2004
Mel Hooper                           CFO
                                     and Director
/s/ Odette Lichtman
------------------------             Secretary and            May 18, 2004
Odette Lichtman                      Director


/S/ Jack Kruse                       Vice-President and       May 18, 2004
------------------------             Director
Jack Kruse

                                       11