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

                                   FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
    1934 [FEE REQUIRED]

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

[ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                     COMMISSION FILE NUMBER: 000-30053______

                         TECHNOL FUEL CONDITIONERS, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                 COLORADO                                        22-3084979
(STATE OR OTHER JURISDICTION OF INCORPORATION                 (I.R.S. EMPLOYER
              OR ORGANIZATION)                               IDENTIFICATION NO.)

  2800 Griffin Drive, Bowling Green, Kentucky                      42101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                          (ZIP CODE)

                    ISSUER'S TELEPHONE NUMBER: (800) 330-2535

         Securities registered under Section 12(g) of the Exchange Act:

Title of Each Class                    Name of Each Exchange On Which Registered
   Common Stock                                          None

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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. Yes [ ] No [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

State issuer's revenues for its most recent fiscal year: $3,649,060.

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
sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days : $260,240 as of May 12, 2006

                                  ------------
                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 19,675,000 shares as of December 31,
2005.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe and
identify the part of the Form 10-KSB into which the document is incorporated:
(1) any annual report to security holders; (2) any proxy or information
statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933 ("Securities Act"). The listed documents should be
clearly described for identification purposes.

  Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

                                TABLE OF CONTENTS
                                                                        PAGE
                                                                        ----
PART  I
-------

ITEM  1.     DESCRIPTION OF BUSINESS...................................  4

ITEM 1A.     FACTORS THAT MAY AFFECT FUTURE RESULTS..................... 5

ITEM  2.     DESCRIPTION OF PROPERTY...................................  7

ITEM  3.     LEGAL PROCEEDINGS.......................................... 8

ITEM  4.     SUBMISSION OF MATTERS
             TO A VOTE OF SECURITY HOLDERS ............................  8

PART  II
--------

ITEM  5.     MARKET FOR COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS........................................  8

ITEM  6.     MANAGEMENT'S DISCUSSION AND ANALYSIS.......................  8

ITEM  6A.    SUBSEQUENT EVENTS........................................    9

ITEM  6B.    INFORMATION ON ALLIED...................................... 10

ITEM 6C.     ALLIED MANAGEMENT.........................................  11

ITEM  7.     FINANCIAL STATEMENTS......................................  17

ITEM  8.     CHANGES IN AND DISAGREEMENTS WITH
             ACCOUNTANTS................................................. 17

ITEM 8A.     CONTROLS AND PROCEDURES....................................  17

ITEM 8B.     OTHER INFORMATION........................................... 17

PART  III
---------

ITEM  9.     DIRECTORS, EXECUTIVE  OFFICERS,  PROMOTERS
             AND  CONTROL  PERSONS......................................  17

ITEM  10.    EXECUTIVE COMPENSATION...................................... 17

ITEM  11.    SECURITY OWNERSHIP OF BENEFICIAL OWNERS....................  19

ITEM  12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 19

ITEM  13.    EXHIBITS AND REPORTS ON FORM 8-K...........................  19

SIGNATURES............................................................... 20

                                       2
<PAGE>
                                     PART I

AVAILABLE INFORMATION

         Information about our Company is available from the Company at the
address shown on the first page of this Report. We are obligated to file reports
with the Securities and Exchange Commission, or SEC. These reports include
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to such reports, each of which is provided on our
website after we electronically file such materials with or furnish them to the
SEC. You can also read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You can
obtain additional information about the operation of the Public Reference Room
by calling the SEC at 1.800.SEC.0330. In addition, the SEC maintains a website
(www.sec.gov) that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, including
us.

                      MATTER OF FORWARD-LOOKING STATEMENTS

THIS FORM 10-KSB CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY
THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL,"
"SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS
OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT
INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT
THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS
REGARDING THE COMPANY'S MARKETING PLANS, GOALS, COMPETITIVE AND TECHNOLOGY
TRENDS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO
ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE
ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER
MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A
RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE
READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN
THIS FORM 10-KSB FOR TECHNOL FUEL CONDITIONERS, INC., INCLUDING, BUT NOT LIMITED
TO "THE FACTORS THAT MAY AFFECT FUTURE RESULTS" SHOWN AS ITEM 1A AND IN
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH
AN EARLY-STAGE COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE
COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE
COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, FLUCTUATING
OIL AND NATURAL GAS PRICES, GOVERNMENT REGULATIONS, THE UNCERTAINTIES ASSOCIATED
WITH THE PURCHASE OF THE REMAINING OWNERSHIP INTEREST OF ALLIED NOT YET OWNED BY
TECHNOL FUEL CONDITIONERS, INC., TECHNOLOGICAL CHANGES THAT MAY LIMIT THE
ABILITY OF THE COMPANY TO MARKET AND SELL ITS PRODUCTS OR ADVERSELY IMPACT THE
PRICING OF THESE PRODUCTS AND SERVICES, AND MANAGEMENT THAT HAS ONLY LIMITED
EXPERIENCE IN DEVELOPING SYSTEMS AND MANAGEMENT PRACTICES. ANY ONE OR MORE OF


                                       3
<PAGE>

THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING
STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF
THIS FORM 10-KSB OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER
SUBSEQUENT EVENTS.

ITEM 1. DESCRIPTION OF BUSINESS

As used herein, we may use words such as "Technol Fuel Conditioners, Inc.,"
"Company," "us" or "we." When we use those terms, unless the context otherwise
requires, we mean Technol Fuel Conditioners, Inc, a Colorado corporation, on a
consolidated basis.

BACKGROUND

Technol Fuel Conditioners, Inc., a New Jersey-based corporation incorporated in
Colorado, was incorporated 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.

Historically, we sought to combine established product lines to achieve this
goal and we sought to market and sell 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 our 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. 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 a result, we
changed our name to "Technol Fuel Conditioners, Inc." which became effective on
September 15, 2000. All of our products were marketed and sold through our
wholly-owned subsidiary, Technol Fuel Conditioners, Inc., a New Jersey
corporation.

During this period, we owned and manufactured environmentally-friendly fuel
treatments and conditioners and our products are specifically designed to reduce
emissions, and lower maintenance and fuel costs. We were focused on offering
products that offered improved fuel quality, and thereby, the performance,
handling, and economics of fuel products. In addition, our products were
designed 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.

ACQUISITION OF  CONTROLLING INTEREST IN ALLIED SYNDICATIONS, INC. & DIVESTITURE
OF TECHNOL-NEW JERSEY

On April 10, 2005, we entered into the Agreement and Plan of Acquisition (the
"Acquisition Agreement"), whereby we acquired a controlling interest (the
"Acquisition") in Allied Syndications, Inc., a Texas corporation. The


                                       4
<PAGE>

transaction was negotiated between the officers and directors of our company and
the officers, directors, and controlling stockholders of Allied Syndications,
Inc. ("Allied"). The Acquisition resulted in Allied becoming a partially owned
operating subsidiary of our company.

While the transaction was entered into on April 10, 2005, it did not become
effective until June 30, 2005 - the date at which the filings of the Articles of
Share Acquisition were made in Colorado and Texas. Following the close of the
Acquisition, we completed a divestiture of Technol Fuel Conditioners, Inc., a
New Jersey corporation ("Technol-New Jersey). The divestiture was structured so
that all of the assets and liabilities of Technol-New Jersey were assumed by the
purchasers of Technol-New Jersey with the result that we would not hold any
remaining material assets of Technol-New Jersey or have material debts or
liabilities arising out of that business. The divestiture was undertaken after a
review by our Board of Directors and also included assessments completed to
assist the Board in making appropriate determinations.

As currently planned, we anticipate undertaking further efforts to acquire the
remaining stock of Allied that we do not currently own so as to make Allied a
wholly owned subsidiary of our company. We plan to acquire these remaining
shares and complete the "second step" of the Acquisition as soon as is
practicable. Our success in acquiring the remaining outstanding capital stock of
Allied cannot be assured but we plan to undertake appropriate steps to acquire
the remaining shares of Allied Syndications, Inc. consistent with our
obligations under the corporate code provisions and our obligations under state
and federal securities laws.

Since the divestiture of Technol-New Jersey, all of our operations have been
concentrated in Allied. Allied is a small company based in Bowling Green,
Kentucky. Allied is focused on the oil and gas business and is the general
partner in certain limited partnerships focused on exploration and development
of properties that its management believes may hold oil and gas development
potential. With our limited resources, we completed a due diligence review of
Allied prior to the acquisition of the controlling interest and we are looking
to the management of Allied to provide leadership to our company in coming
years.

ITEM 1A.  FACTORS THAT MAY AFFECT FUTURE RESULTS

1. COMMENCEMENT OF NEW BUSINESS & OPERATING LOSSES. As described elsewhere in
this Report, in 2005 the Company acquired a controlling interest in Allied
Syndications, Inc., a company that is the general partner in certain limited
partnerships, is focused on exploration and development of properties and is an
oil and gas syndication company ("Allied"). During 2005 (and after including the
effect of Allied), we incurred a Net Loss of $315,279. Further, although we only
own a controlling interest in Allied (and we intend to take steps to acquire the
remaining interest in Allied that we do not currently own), we are, in many
respects, commencing the operation of a new business with all of the
uncertainties and risks associated with a new venture. As a result, the Company
faces all of the risks inherent in a new business. Given these circumstances
there is little upon which for a purchaser of our common stock to base an
assumption that" (1) we will achieve or sustain any profitability or positive
cash flow; (2) we will, efficiently and without incurring significant and
protracted expenses, acquire the remaining portion of Allied that we currently
do not own; or (3) we will be able implement the business plans developed by
Allied successfully. Investors should be aware that they may lose all or
substantially all of their investment. Finally, we cannot assure you that we
will be successful in acquiring the remaining common stock of Allied that we do
not currently own or, if we do, that we can do so on terms that are reasonable
in light of our current circumstances. If we acquire the remaining outstanding
common stock of Allied or any significant portion thereof, existing stockholders
will incur addition dilution and a reduction of their proportionate ownership
interest in our company.

2. ACQUISITION OF ALLIED, LIMITED FINANCIAL RESOURCES FOR DUE DILIGENCE AND
LIMITED EVALUATION. We acquired a controlling interest in Allied Syndications,
Inc., a Texas corporation ("Allied"), a company with its principal offices in
Bowling Green, Kentucky. The acquisition was conducted on the basis of our
limited financial resources, our then limited and part-time management, and the
limited due diligence review and inquiry into Allied's financial condition,
business, management, prior operations, and prospects for future growth. Because
of these limitations, we may have not have been able to fully and accurately
evaluate and assess Allied to ensure that the decisions we made were prudent or
appropriate. For these and other reasons we cannot assure you that the
acquisition of a controlling interest in Allied will serve to allow us to grow
and expand profitably or that shareholders will see any increase or appreciation
in the market price of our common stock. The acquisition of any small,
privately-held company in a "reverse merger" transaction (as occurred with the
acquisition of the controlling interest in Allied) is always accompanied by
uncertainties and risks and these uncertainties and risks are particularly
significant when the acquisition is undertaken on the basis of limited due
diligence. Purchasers of our common stock should be prepared to lose all of
their investment.

                                       5
<PAGE>

3. LIMITED FINANCIAL RESOURCES; NEED FOR ADDITIONAL FINANCING. During 2005 our
financial resources were minimal and the Company, given the transaction with
Allied (as described in this Report) likely will need to raise significant
additional capital. There can be no assurance that we will be successful in
raising any additional capital or if it is, that it can be obtained on terms
that are reasonable in light of our current circumstances. In the event that we
issue stock to raise additional capital, any rights or privileges attached to
such stock may either (i) dilute the percentage of ownership of the already
issued common shares and/or (ii) dilute the value of such shares. No rights or
privileges have been assigned to the stock and any such rights and privileges
will be at the total discretion of the Board of Directors of the Company.

4. NO ACTIVE TRADING MARKET FOR COMMON STOCK. Our Common Stock is currently not
traded in any active market except, on a very limited basis, on the non-OTC pink
sheets. If any active trading market were to commence in the near future such
trading would likely be limited. In prior years trading for our common stock was
sporadic and there was only a limited market for our Common Stock. There can be
no assurance that a market will in fact develop. Even if a market does develop,
it may not be sustained.

5. LACK OF DIVIDENDS. We have not paid dividends in the past and we do not
contemplate paying dividends in the foreseeable future. In the event that we
achieve profitability, any payment of dividends will be at the sole discretion
of the Company's Board of Directors.

6. COMPETITION & FLUCTUATING OIL AND GAS PRICES. The Company, through the
operations of Allied, is a small participant in the oil and gas industry. For
these and related reasons, we may be at significant competitive disadvantage
vis-a-vis our competitors. Further, as our business reflects the business and
operations of Allied Syndications, Inc., our revenues will be highly dependent
upon fluctuating market prices for oil, natural gas, and gas liquids. These
prices are beyond our control.

7. PERVASIVE AND EVER-CHANGING GOVERNMENT REGULATION. As a result of our
acquisition of a controlling interest in Allied Syndications, Inc. ("Allied" and
as described elsewhere in this Report), our business and operations will be
concentrated in the oil and gas business. This business is heavily regulated by
state and federal laws and regulations that control and regulate production,
transport, pricing, environmental compliance, and a myriad of other aspects of
this business. These laws and regulations are ever changing and likely will
continue to impose unknown burdens and higher costs upon us that we can not
predict. While we believe that Allied has taken steps to satisfy current laws
and regulations, there can be no assurance that Allied will remain in compliance
in the future. In the event that the Company is found to have violated one or
more laws or regulations, the Company may face fines and other penalties which
could result in higher costs and expenses and potential losses.

8. POSSIBLE RULE 144 STOCK SALES. A large portion of the 19,675,000 shares of
the Company's outstanding Common Stock are "restricted securities" and may be
sold only in compliance with Rule 144 adopted under the Securities Act of 1933
or other applicable exemptions from registration. Rule 144 provides that a
person holding restricted securities for a period of two years may thereafter
sell in brokerage transactions, an amount not exceeding in any three month
period the greater of either (i) 1% of the Company's outstanding Common Stock,
or (ii) the average weekly trading volume during a period of four calendar weeks
immediate preceding any sale. Persons who are not affiliated with the Company
and who have held their restricted securities for at least three years are not
subject to the volume limitation. Possible or actual sales of the Company's
Common Stock by present shareholders under Rule 144 may have a depressive effect
on the price of the Company's Common Stock in any market which may develop.

9. CONTROL BY MAJOR SHAREHOLDER. As a result of the acquisition of Allied
Syndications, Inc., Richard P. Underwood, a major shareholder, exercises control
over the Company. As a result, other existing stockholders will have little or
no opportunity to influence the direction of the Company.

10. CONFLICTS OF INTEREST. Our partially-owned subsidiary is a party to a real
estate lease in connection with the lease of an 11,000 square foot of office
space utilized by us (and Allied). The owner and landlord of the building is All
American Investors Group, a company that is owned and controlled by Richard P.
Underwood. Mr. Underwood is our former President, Chief Executive Officer and
Chief Financial Officer. He is also, directly and indirectly, the owner of a
majority of our outstanding common stock. The transaction between Allied and Mr.
Underwood's company is a transaction wherein a conflict of interest is present.
A conflict of interest arises whenever a party has an interest on both sides of


                                       6
<PAGE>

a transaction. In addition, we entered into an employment agreement with Mr.
Underwood. Under the terms of the employment agreement, we paid Mr. Underwood
$353,186 in 2005 and $230,020 in compensation and bonuses in 2004. While we
believe that the lease agreement between Allied and Mr. Underwood's company and
the employment agreement between the Company and Mr. Underwood results in terms
and costs that are substantially no different than terms and costs which would
otherwise be established on an arms-length basis, there can be no assurance that
the we resolved these matters on a satisfactory and reasonable basis and that we
will resolve other future conflicts of interest on terms that are reasonable to
the Company.

11. LIMITED MANAGEMENT AND ABSENCE OF KEY MAN INSURANCE. We have a small
management team and only limited financial resources to attract and retain our
key management. Further, we lack key man life insurance on any our corporate
officers, directors, and other key employees and we have no plans to obtain any
such insurance in the future. In the event that we lose one or more members of
management or a key employee, we may incur significant and protracted losses in
finding a replacement if we are successful in any such efforts.

12. RISKS OF LOW PRICED STOCKS. Currently, the Company's common stock is trading
only on a limited basis and there is no certain prospect that the Company's
common stock will regain any trading volume in any organized market. In the
past, the Company's common stock had only limited and sporadic trading on the
NASD's "Electronic Bulletin Board." As a result and due to the absence of a
market, a shareholder may find it more difficult to dispose of, or to obtain
accurate quotations as to the price of, the Company's securities. In the absence
of a security being quoted on NASDAQ, or the Company having $2,000,000 in net
tangible assets, trading in the Common Stock is covered by Rule 3a51-1
promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and
non-exchange listed securities. Under such rule, broker/dealers who recommend
such securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or an annual income exceeding
$200,000 or $300,000 jointly with their spouse) must make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale.

Securities are also exempt from this rule if the market price is at least $5.00
per share, or for warrants, if the warrants have an exercise price of at least
$5.00 per share. The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure related to the market for penny stocks and for
trades in any stock defined as a penny stock. The Commission has recently
adopted regulations under such Act which define a penny stock to be any NASDAQ
or non-NASDAQ equity security that has a market price or exercise price of less
than $5.00 per share and allow for the enforcement against violators of the
proposed rules. In addition, unless exempt, the rules require the delivery,
prior to any transaction involving a penny stock, of a disclosure schedule
prepared by the Commission explaining important concepts involving the penny
stock market, the nature of such market, terms used in such market, the
broker/dealer's duties to the customer, a toll-free telephone number for
inquiries about the broker/dealer's disciplinary history, and the customer's
rights and remedies in case of fraud or abuse in the sale. Disclosure also must
be made about commissions payable to both the broker/dealer and the registered
representative, current quotations for the securities, and if the broker/dealer
is the sole market-maker, the broker/dealer must disclose this fact and its
control over the market. Finally, monthly statements must be sent disclosing
recent price information for the penny stock held in the account and information
on the limited market in penny stocks. While many NASDAQ stocks are covered by
the proposed definition of penny stock, transactions in NASDAQ stock are exempt
from all but the sole market-maker provision for (i) issuers who have $2,000,000
in tangible assets ($5,000,000 if the issuer has not been in continuous
operation for three years), (ii) transactions in which the customer is an
institutional accredited investor and (iii) transactions that are not
recommended by the broker/dealer. In addition, transactions in a NASDAQ security
directly with the NASDAQ market-maker for such securities, are subject only to
the sole market-maker disclosure, and the disclosure with regard to commissions
to be paid to the broker/dealer and the registered representatives. Finally, all
NASDAQ securities are exempt if NASDAQ raised its requirements for continued
listing so that any issuer with less then $2,000,000 in net tangible assets or
stockholder's equity would be subject to delisting. These criteria are more
stringent than the proposed increase in NASDAQ's maintenance requirements. The
Company's securities are subject to the above rules on penny stocks and the
market liquidity for the Company's securities could be severely affected by
limiting the ability of broker/dealers to sell the Company's securities.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's offices had been located at One Main Street, #405, Eatontown, NJ
07724 until June of 2005.

                                       7
<PAGE>

At that time the Company moved its offices to the offices of Allied
Syndications, Inc. at 2800 Griffin Drive, Bowling Green, Kentucky 42101. The
Company's executive offices total 11,000 square feet and are located at this
location. These offices are leased under the terms of a June 6, 2003 lease (the
"Lease") between All American Investors Group ("Landlord") and Allied
Syndications, Inc. ("Allied"). The term of the Lease is from June 6, 2003 and
terminates on June 5, 2006. The Lease requires that Allied pay the sum of
$10,000 per month and carry property casualty insurance of not less than
$1,000,000. The Landlord is owned and controlled by Richard P. Underwood, a
shareholder who directly and indirectly owns a majority of the Company's common
Stock. As a result, the lease transaction between Allied and the Landlord is a
transaction that is a transaction involving a conflict of interest.

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.

The Company plans to simultaneously file a Form 14 C with this 10KSB which 14 C
is requesting shareholders to approve a number of changes in the Company's
corporate status, operations, management and state of domicile.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company presently trades on a limited and sporadic basis, the Pink Sheets
Stock Exchange. The Company has 168 shareholders of record as of December 31,
2005. 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

CORPORATE BACKGROUND

See the discussion presented in Item 1 of this Form 10-KSB.

RESULTS OF OPERATIONS:

FISCAL YEAR 2005 VERSUS FISCAL YEAR 2004

During the twelve months ending December 31, 2005 ("Fiscal 2005"), we recorded
revenues of $3,649,060 from business operations during the period. This compares
to the twelve months ending December 31, 2004 ("Fiscal 2004") when we recorded
revenues of $4,100,277. During Fiscal 2005, we incurred $2,340,554 in Cost of
Sales which resulted in a gross margin of about 36% compared to Fiscal 2004 when
Cost of Sales were $2,358,838 which resulted in a gross margin of 42%. The
decrease in our gross margin during Fiscal 2005 was the result of our
difficulties we experienced in pricing our products in our dynamic marketplace.

During Fiscal 2005, we had $1,748,728 in Selling, General and administrative
expenses which represented an increase of about 36% from the Selling, general,
and administrative expenses we incurred in Fiscal 2004 when these expenses
totaled $1,285,193. The increase in Selling, general, and administrative
expenses in Fiscal 2005 resulted in a Loss from operations of ($440,222). This
compares to Income from Operations in Fiscal 2004 of $456,246. The dramatic
decline in our operating performance was primarily due to our lower gross margin
and the increase of $63,535 in selling, general and administrative expenses we
incurred in Fiscal 2005 as we attempted to develop a stronger strategic plan and
implement new systems. These required that we make substantial expenditures
which we anticipate will provide a stronger foundation for the Company in the
future.

                                       8
<PAGE>

We also incurred Depreciation expenses of $85,244 in Fiscal 2005 compared to
Depreciation expenses of $28,745 in Fiscal 2004. The higher Depreciation
expenses were due, in large part, to higher non-cash charges incurred as we
purchased equipment and other assets during Fiscal 2005.

As a result, during Fiscal 2004, we incurred a Net Loss of ($315,279) (a
negative number)or a Basic and diluted loss per common share of ($0.06) compared
to Net Income of $696,111 or a Basic and diluted income per common share of
$0.54 during Fiscal 2004.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2005, the Company had $1,415,798 in Total Current Assets
compared to $88,465 in Total Current Liabilities. As a result, we had a current
ratio of approximately 16.00 (Total Current Assets divided by Total Current
Liabilities). Our cash and cash equivalents stood at $1,300,960 and our overall
liquidity was substantially improved by about $247,492 above the level we had as
of December 31, 2004.

Despite the increase in overall liquidity, we continue to look for opportunities
to raise additional capital to provide funds for the growth of our business.
Currently we have had discussions with investment banking sources who may have
an interest in assisting us in raising additional capital. In addition, we are
planning to syndicate, through certain NASD-registered broker-dealers, a
registered limited partnership which, if successful, may provide additional
funds for the growth of our company. However, despite these efforts and the
plans that we have made, we cannot assure you that we will successfully raise
any additional capital or, if we are successful, that we can any raise such
capital on terms that are reasonable in light of our current circumstances.

IMPACT OF INFLATION

Inflation has not had a significant effect on the Company's operation during the
two years ending December 31, 2005.

ITEM 6A. SUBSEQUENT EVENTS

Pursuant to an Agreement and Plan of Acquisition dated as of April 10, 2005 (the
"Acquisition Agreement"), by and among Technol Fuel Conditioners, Inc. (the
"Registrant" or the "Company") and Allied Syndications, Inc., a Texas
corporation ("Allied" or "AEG"), the Company acquired a controlling interest in
Allied (now, a partially-owned) operating subsidiary of the Registrant (the
"Acquisition") pursuant to an Agreement and Plan of Acquisition between the
Company and Allied . The Acquisition was dated April 10, 2005 and was be
effective upon filing of the Articles of Share Acquisition in Colorado and
Texas. Allied will become a wholly owned subsidiary of Registrant pursuant to
the Acquisition and the completion of the "second step" of the Acquisition
pertaining to the non-control blocks of Allied.

Immediately prior to the effective time of the Acquisition, Allied had
outstanding 7,616,745 shares of its common stock ("Allied Common Stock"). In
accordance with the Agreement and Plan of Acquisition, each share of Allied
Common Stock automatically converted into and exchanged for one (1) share or
more shares of the Registrant's newly-designated Series A Convertible Preferred
Stock (the "TFC Series A"). Each share of TFC Series A is convertible into 1,000
shares of the Registrant's post reverse split common stock (assuming a 10 for 1
reverse stock split). A more complete description of the terms, rights and
preferences of the TFC Series A is set forth in Registrant's Form 8-K under the
heading "Description of Capital Stock" in Item 5 filed on April 25, 2005.
Accordingly, on a fully-diluted basis, after giving effect to the Acquisition
and the reverse split, the Registrant has or will, have approximately Fifty Five
Million (55,000,000) shares of common stock outstanding. On all matters
submitted to the holders of the Registrant's common stock, the holders of the
TFC Series A stock are entitled to such number of votes as is equal to the
number of the Registrant's common shares issuable upon conversion of such
preferred stock. Accordingly, certain former Allied stockholders, who now
collectively own the currently issued TFC Series A shares, together hold or will
hold approximately 95 percent of the Registrant's outstanding voting power. As a
condition to the acquisition, the newly elected directors of TFC agreed to sell
all of the existing assets and business of Technol Fuel Conditioners, Inc.,
including all Technol Fuel Conditioners, Inc. (New Jersey) to former management
and others in consideration of the assumption of all TFC operational debt and
release of all indebtedness related to Technol Fuel Conditioners, Inc. the New
Jersey corporation. The total debt of Technol Fuel Conditioners, Inc. (New


                                       9
<PAGE>

Jersey) being assumed by the buyers is approximately One Million Two Hundred
Sixty Six Thousand Five Hundred and Eight dollars ($1,266,508.00).

In accordance with the Agreement and Plan of Acquisition, the Registrant's Board
of Directors was reconstituted immediately following the effective time of the
Acquisition. Specifically, prior to December 31, 2004, the Registrant's Board of
Directors consisted of Melvin Hooper and Odette Lichtman. On December 17, 2004
Odette Lichtman resigned, leaving Mr. Hooper as the sole director. Immediately
following the Acquisition, in accordance with the Registrant's bylaws and the
Colorado Business Corporation Act, Mr. Hooper appointed Richard Underwood, an
existing director of Allied as the new Director of the Company and then
resigned. Following their appointment, the Registrant's newly-constituted board
of directors appointed new officers of the Registrant, as follows: Richard P.
Underwood, President & CEO and Secretary. More complete biographical information
concerning each of the Registrant's new officers and directors is set forth in
Item 5 of this Form 8-K under the heading "Management."

The Agreement also requires the filing of amendments to the prior filings of the
Company to properly reflect the domicile of the Company as Colorado and not
Oregon or New Jersey and certain other adjustments to the prior filings by the
Company reflecting approximately $45,000.00 in parent company debt not
previously recorded.

ITEM 6B. INFORMATION ON ALLIED

Allied Syndications, Inc., a Texas corporation ("Allied") has some
diversification in several aspects of the energy business. The main focus of the
Company since its inception has been to raise funds through oil and gas
exploration and development partnership agreements and raising funds for
acquisition of other oil and gas prospects, including a coal property in Iowa
and an energy fund in Europe.

In September of 2004, Allied acquired 10% of the mineral rights (fee simple) to
1,200 +/- acre deep-mine coal operations located in Lucas County, Iowa. In a
reserve appraisal prepared in 1987, the Morrison-Knudson Company, Inc. reported
that an estimated 32,000,000 (32 million) tons of coal are in place for this
project. The project is currently on hold pending funding. In the last 12
months, Allied has established drilling/development operations in Shelby, Leon,
Kent, and Live Oak Counties, Texas. On August 18, 2004, the Fortune/Allied #1H
(horizontal-dual lateral Fredricksburg Limestone) well located in Shelby County
tested at 188 barrels of crude and 216,000 cubic feet of natural gas per day. In
February of 2005, Allied acquired a 10% interest in the limited-entry
stimulation frac treatment of the Fortune/Heart #1 horizontal well located in
the Joaquin Field of Shelby County, Texas.

Allied has secured 800 acres of leasehold in Leon County, Texas with targeted
reservoirs including but not limited to the SubClarksville, Travis Peak, and
Bossier Sandstones in addition to the Rodessa Limestone. Estimated potential
reserves in place for the Rodessa Limestone alone are 30 BCF (billion cubic
feet) of natural gas. Additional horizons could yield over 50 BCFGE total.

In May, 2005 Allied partnered with Halliburton Operating Company to drill the
Midland Basin Prospect (5,000 vertical test) in Kent County, Texas. The first
well was deemed non-commercial. An additional test well is being evaluated.
Estimated potential reserves are 100,000 - 300,000 BO per well-bore. Allied's
Oakwood Prospect located in Leon County, Texas is an off-set to the RS Dailey
#10 that has produced nearly 13 billion cubic feet of natural gas ($100 million
in gross revenue at today's prices). Allied drilled this 10,000 ft. well in Leon
County, Texas and is currently reviewing information from the well base to
determine whether to attempt completion operations in one of several zones
encountered. Allied's "Live Oak" Prospect is located in northeast Live Oak
County, Texas approximately 45 minutes north of Corpus Christi, Texas. The
primary objective is to drill a 7,600' vertical well to test the "Slick" and
"Luling" Wilcox Sandstones to potentially develop reserves of 6,188,000 (6.188
billion) cubic feet of natural gas and 73,000 barrels of associated condensate
(oil). Drilling is scheduled to commence in December, 2005.

Allied has organized an international energy fund that specializes in direct and
indirect investments in oil and gas assets. The company seeks to derive its
income from retaining 20% of the fund's projected annual profit plus a 2%
management fee. The primary purpose of the fund is to syndicate oil and gas
projects throughout the U.S. as well as provide mezzanine financing to
independent oil and gas companies secured by collateral and project ownership
equity. These projections and expected income amounts are subject to risks as


                                       10
<PAGE>

markets, pricing, and industry conditions change as well as other factors over
which we have little or no control.

ITEM 6C. ALLIED MANAGEMENT

               EXECUTIVE MANAGEMENT OF ALLIED SYNDICATIONS, INC.

     RICHARD P. UNDERWOOD,

Mr. Underwood has over 28 years of diversified business experience with 19 years
dedicated to the oil and gas industry. Mr. Underwood brings with him a proven
record of accomplishments as an effective leader, demonstrating exceptional
communication skills, while taking a systematic approach toward corporate growth
and fiduciary accountability. Mr. Underwood has a proven record of success
developing niche opportunities throughout the domestic US energy industry.

Mr. Underwood attended Ottawa University and his background includes management
activities, in all areas of corporate operations. His experience includes the
drilling and/or development of over 30 geological areas in the domestic U.S.
including but not limited to the Appalachian Basin, Rocky Mountain Basin, West
Texas, South Texas, and East Texas Basin.

In the mid 1990's, Mr. Underwood was the National Sales Director (Principal) and
Due Diligence Officer for Ridgemont Securities, Inc. holding NASD Series 24, 39,
and 63 licenses. Ridgemont Securities, Inc. was a boutique NASD broker dealer
firm specialized in oil and gas drilling programs.

In 2003, working with an alliance of oil and gas industry professionals, Mr.
Underwood formed the Allied Energy Group (AEG) to become a leader in the
independent oil and gas industry. Over the last two years, AEG has developed
strategic industry relationships with such companies as the Halliburton
Operating Company and has established active drilling operations in Shelby,
Leon, Kent, Dickens, Live Oak, and Schleicher Counties, Texas.

     STEVE S. STENGELL, SENIOR VICE PRESIDENT OPERATIONS

Mr. Stengell has nearly 10 years of progressive management experience in the oil
and gas industry including operations planning, program syndication, investment
banking, investor relations, strategic planning, drilling, exploration and
production operations. He has extensive experience in developing and evaluating
oil and natural gas developmental programs for individual clients and the NASD
Broker Dealer industry as a whole.

Mr. Stengell has actively been involved with the drilling and development of
more than 25 geographical areas throughout the domestic U. S. primarily located
in the East Texas Basin, Southern Louisiana, Appalachian Basin, and the Gulf
Coast Areas.

In 1995, Mr. Stengell received a Bachelors Degree in Corporate Finance from the
University of Kentucky and more recently a Master of Business Administration
(MBA) from Western Kentucky University and is currently enrolled in the Graduate
(continued education) Petroleum Engineering program at Texas A & M University.

Mr. Stengell recently completed the 2004 Executive Management Program at Harvard
University sponsored by the IPAA Independent Petroleum Association of America in
conjunction with the Harvard Business School of Cambridge, Massachusetts.
Instructed by senior professors and faculty from the Harvard Business School,
the Executive Management Program is an intensive program designed to enhance the
skills of today's oil and gas executive and provide him with proven management
techniques specifically tailored to the energy industry. This program only
accepts a maximum of 30 oil and gas industry executives annually each of whom
must be an owner or manager of his or her company.

                                       11
<PAGE>
                           ALLIED'S ADVISORY COMMITTEE

THE FOLLOWING ARE INDIVIDUALS WHO HAVE AGREED TO SERVE AS ADVISORS TO ALLIED
ENERGY GROUP BUT DO NOT SERVE ON THE BOARD OF DIRECTORS. THEIR CAPACITY IS
ADVISORY ONLY.

     SAMUEL "SAM" W. MEEK, III - CHAIRMAN

Mr. Meek is a graduate of Texas Agricultural and Mechanical University, College
Station, Bachelor of Sciences. Mr. Meek has over 40 years of experience in the
petroleum industry. This includes the sale and marketing of production equipment
in Texas, Oklahoma, the Netherlands, England, and Indonesia. The nature of this
experience includes, initially, the selection and application of artificial lift
equipment, followed by the management of domestic and international district and
regional sales personnel. Additionally, Mr. Meek held the position of manager of
product development for the firm from which he recently retired.

Mr. Meek's work in the oil production industry was in support of major and
independent oil and gas firms' oil recovery activities. Mr. Meek is currently
serving as an in-house consultant for Allied.

     RAYMOND J. KRIZEK, PH.D.

Dr. Raymond J. Krizek was born and raised in a rural area east of Baltimore,
Maryland. Following a B.E. from Johns Hopkins University in 1954, an M.S. from
the University of Maryland in 1961, and a Ph.D. from Northwestern University in
1963, two years service in the U.S. Army Corps of Engineers, and some work
experience, he joined the faculty of the Department of Civil Engineering at
Northwestern University in geotechnical engineering and now holds the Stanley F.
Pepper endowed chair. Dr. Krizek is a Registered Professional Engineer and has
been active in leadership roles with a number of local, national, and
international committees, including the presidency of the Geo-Institute.

His work has typically involved a synthesis of theory and testing, and he has
made several major contributions to both the state-of-the-art and the
state-of-the-practice in geotechnical engineering. His publications include
about 300 papers in 10 different ASCE journals and many other journals and
proceedings. He has advised more than 60 doctoral and 280 master's degree
students. Among the major recognitions for his work are the Hogentogler Award
(ASTM), Huber Prize (ASCE), Terzaghi Award (ASCE), Wallace Hayward Baker Award
(Geo-Institute), Palmes Academiques (French Ministry of Education), an honorary
doctorate from the University of Cantabria in Spain, honorary membership in the
American Society of Civil Engineers, and election to the Spanish Royal Academy
of Engineering and the U.S. National Academy of Engineering.

Dr. Krizek hiked several hundred miles of the Appalachian Trial and is still
proud of achieving the rank of Eagle Scout. He presently lives in Glenview,
Illinois, with his wife, Claudia, and they have two sons, Robert and Kevin.
Robert is a computer science specialist and sports official, and Kevin, an
eight-time Iron Man triathlete, is an assistant professor in urban planning at
the University of Minnesota.

     COLE HALLIBURTON

Mr. Halliburton currently serves as President and CEO of Halliburton Operating
Company with offices located in Dallas, Texas. Contributing over 20 years of
industry experience to the Allied Energy Group, Mr. Halliburton is an expert in
the areas of oil and gas lease acquisition, development, and production
operations.

In 1983, Mr. Halliburton began his private law practice in Dallas, Texas and has
worked in nearly all areas of the oil and gas industry. Mr. Halliburton's areas
of legal specialization include oil and gas lease acquisition, drill-site title
and legal opinion, contract law, civil law, estate law, and federal income
taxation. To this day, Mr. Halliburton is sought after by an array of companies
in our industry for his legal advice regarding lease acquisition and oil and gas
related matters.

Mr. Halliburton is a Certified Public Accountant (CPA) and Attorney at Law
registered with the State of Texas. Mr. Halliburton is a proud member of the


                                       12
<PAGE>

Texas Society of Certified Public Accountants, Texas Bar Association - Oil and
Gas Section, Dallas Bar Association, and the Real Estate and Trust Law and
Probate Section of the Texas Bar Association.

Mr. Halliburton received a Bachelor of Business Administration in Accounting
from Texas A&M University and a Bachelor of Art in Psychology from the
University of Texas at Austin in 1976. Mr. Halliburton received his Juris Doctor
from the Southern Methodist University School of Law in 1980.

As an owner/operator of oil and gas properties for over the last 20 years, Mr.
Halliburton has participated in over 100 wells in the East Texas Basin and Gulf
Coast areas of Texas.

Mr. Halliburton's vast experience in all facets of the oil and gas industry as
well as his profound understanding of the legal system with respect to our
industry is a critical part of AEG's successful exploration strategy.

     VANCE M. LONG

Mr. Long currently serves as the Senior Petroleum Geologist for the Halliburton
Operating Company and Long-Hall Exploration, LLC with offices located in Dallas
and Abilene, Texas. Mr. Long has extensive experience in all areas of petroleum
geology, prospect generation, post-drilling / completion evaluation, lease
acquisition, 2-D and 3-D seismic interpretation, and petroleum engineering. Mr.
Long began his career providing an array of well-site services while attending
college. Mr. Long began generating his own projects soon after graduating from
college.Mr. Long has actively been involved with the drilling and development of
more than 30 geographical areas throughout the domestic U. S. primarily located
in the East Texas Basin, Appalachian Basin, Southern Louisiana, and the Gulf
Coast Areas. Mr. Long boasts a successful completion rate approximating 83.60%
in nearly 250 wells of which he was a participant over the last 20 years. In
1994, Mr. Long was directly responsible for developing prospect leads, seismic
programs, and geological data for 350,000 acres of which 120,000 were placed
with the Mitchell Energy Corporation and Beartooth Energy Partners.
Additionally, Mr. Long has been instrumental in securing exploration partners on
behalf of Bass Energy with commitments of $40,000,000 for developments in North
Central Texas. Mr. Long has continued his focus toward the generation,
evaluation, engineering, and development of new discoveries in East Texas and
Southern Louisiana, as well as providing his consulting services to a multitude
of independent companies operating in this same region. Mr. Long is a Certified
Petroleum Geologist for the State of Texas and received a Bachelor of Science
Degree in Petroleum Geology from the Abilene Christian University in 1985.
Currently, Mr. Long is working with AEG and an array of industry professionals
to develop the Tannehill Sandstone in Kent and Dickens County, Texas as well as
other properties in this same region.

     JESS GREEN

Mr. Green is a 1985 graduate of Oklahoma State University. He holds a Bachelor
of Science degree in Finance, and a Masters degree in Business Administration.
Mr. Green has 25 years of experience in the Transportation sector. He presently
serves as Business Manager of the Regulatory Compliance Division of Comdata
Corporation, a Brentwood, TN based Financial and Information Services company.
He holds a Six Sigma Black Belt certification, and is active in the Quality
Assurance field for Comdata. He is also a member of the Professional Pricing
Society. Mr. Green resides in Franklin, TN, with Mandy, his wife of 22 years.

     DIRK OLSEN

Mr. Olsen is a graduate of Colorado State University and received his Bachelor
of Science Degree in 1976. He has had nearly 30 years of extensive oil and gas
industry experience. Mr. Olsen began his work in oil and gas as an employee with
Amoco Production Company in its field operations. In 1981, he started his own
company DJR Well Service which was engaged in field service work which also
included the supervision of 30 employees and a multitude of petroleum engineers
and field personnel. Mr. Olsen accepted a position as Field Superintendent for
Lycos Energy, Inc, in 1988, which involved supervision of drilling, completion
and production operations of over 300 wells in North Dakota, Montana, Wyoming,
Colorado, Utah, Texas, Kansas and Nebraska for this Texas based company. Mr.
Olsen's expertise is an important component of Allied Energy Group's review,
analyses and planning of the field operations.

                                       13
<PAGE>

     SAMUEL "SAM" W. MEEK IV

Mr. Meek is a graduate of Oklahoma State University and is a Certified Public
Accountant. Mr. Meek has nearly 20 years of auditing, accounting and financial
experience primarily with two prominent Fortune 100 Oil and Gas companies. His
career began with Deloitte Touche prior to transition to industry and includes
financial management of two high technology companies. Mr. Meek's twelve years
of experience with one of the largest Oil and Gas companies in the world
includes internal audit management, plant controllership, financial reporting
and financial analysis. Mr. Meek has focused his career on cost analysis and
profit improvement and has gained a high level of expertise in these areas as
recognized by numerous financial awards and bonuses. His more recent experience
has been focused on business planning and analysis. Presently, Mr. Meek is
working for a large Oil and Gas company that is in the early phases of
initiating an initial public offering (IPO) and divestiture of certain Oil and
Gas assets. In addition to his civilian career, Mr. Meek has dedicated nearly 15
years of service to the United States Army Reserve, now holding the rank of
Major, and his current assignment is Comptroller of a Medical Command with
approximately 4,000 service members.

     MAURICE (MAURY) W. COBURN

With three earned degrees, Mr. Coburn holds a B.A., cum laude, from Taylor
University, an M.B.A. from Northwestern University, and a Juris Doctorate from
Northwestern University.

Maurice Coburn has been listed in Who's Who in Arizona, Who's Who in American
Law, and Who's Who Among Students in American Universities and Colleges. He was
elected to the Board of Editors of The Illinois Law Review, and he has served as
a Trustee of Taylor University.

Mr. Coburn has held full time positions in government as an Assistant to the
Governor of Illinois, General Counsel, Midwest Region, United States
Environmental Protection Agency, General Counsel, Illinois Department of
Agriculture, and a Special Consultant to the White House on Government
Reorganization. He has held part time positions as a Hearing Officer in the
Illinois Department of Labor, and court appointed counsel for indigent
defendants (Mohave County, La Paz County, and Lake Havasu City). Coburn is a
radio and television broadcaster with stations in Lake Havasu City, Kingman,
Parker, and Needles. As a lawyer, he has served as General Counsel of the United
States Jaycees, General Counsel of the American Culinary Federation, General
Counsel of the Kellogg Division of ITT, Staff Attorney for Montgomery Ward, and
a Partner in the law firm of Robbins, Schwartz, Coburn & Rubin. Mr. Coburn is a
member of Phi Alpha Delta Law Fraternity, Alpha Kappa Psi Commerce Fraternity,
VFW Post 9401, the Elks Lodge, the Presbyterian Church, Medinah Temple, and the
Community Broadcasters Association. He is Past Commander of American Legion Post
651, and he is a former Chairman of the Mohave County Republican Organization.
He is married to Marlene Coburn. They have two sons, John Coburn, a recent
business graduate, is employed in the executive offices of The Phoenician
Resort, and Dan Coburn who is a student at the College of Oceanography in Los
Angeles.

                         NATURAL RESOURCE COMPANY RISKS:

                             GOVERNMENT REGULATIONS

MANY ASPECTS OF THE NATURAL GAS AND OIL BUSINESS ARE SUBJECT TO BROAD FEDERAL
AND STATE REGULATIONS, INCLUDING BUT NOT LIMITED TO THE RATE OF PRODUCTION AND
SALES PRICES OF NATURAL GAS AND OIL AND RULES RELATING TO ENVIRONMENTAL
PROTECTION AND POLLUTION CONTROL. MOREOVER, MANY AREAS OF SUCH REGULATIONS ARE
UNDERGOING CHANGE AND MAY BE AFFECTED BY PROPOSED REGULATIONS, WHICH HAVE NOT
YET BEEN ADOPTED. SUCH REGULATIONS ARE BEYOND THE CONTROL OF ALLIED
SYNDICATIONS, INC. AND THE ULTIMATE EFFECT OF SUCH REGULATIONS CANNOT BE
ACCURATELY PREDICTED. SEE SECTION ENTITLED "COMPETITION, MARKETS AND
REGULATIONS" STATED BELOW.

                         FLUCTUATING OIL AND NATURAL GAS

REVENUES GENERATED FROM THE OIL AND GAS OPERATIONS WILL BE HIGHLY DEPENDENT ON
THE FUTURE PRICES OF OIL, NATURAL GAS AND GAS LIQUIDS. VARIOUS FACTORS BEYOND
THE CONTROL OF MANAGING GENERAL PARTNER WILL AFFECT PRICES OF OIL, NATURAL GAS
AND GAS LIQUIDS, INCLUDING THE WORLDWIDE AND DOMESTIC SUPPLIES OF THESE
COMMODITIES, THE ABILITY OF THE MEMBERS OF THE ORGANIZATION OF PETROLEUM
EXPORTING COUNTRIES ("OPEC") TO AGREE TO MAINTAIN OIL PRICE AND PRODUCTION
CONTROLS, POLITICAL INSTABILITY OR ARMED CONFLICT IN OIL-PRODUCING REGIONS, THE
PRICE OF FOREIGN IMPORTS, THE LEVEL OF CONSUMER DEMAND, THE PRICE AND


                                       14
<PAGE>

AVAILABILITY OF ALTERNATIVE FUELS, THE AVAILABILITY OF PIPELINE CAPACITY AND
CHANGES IN EXISTING FEDERAL REGULATION AND PRICE CONTROLS. ANY SIGNIFICANT
DECLINE IN THE PRICE OF OIL, NATURAL GAS OR GAS LIQUIDS WOULD ADVERSELY AFFECT
THE REVENUES AND OPERATING INCOME. THE UNSETTLED OIL MARKET MAKES IT
PARTICULARLY DIFFICULT TO ESTIMATE ACCURATELY FUTURE PRICES OF OIL AND GAS. OVER
THE PAST SEVERAL YEARS, AN INDUSTRY-WIDE OVERSUPPLY OF DELIVERABLE NATURAL GAS
HAS HAD AN ADVERSE EFFECT ON NATURAL GAS PRICES AND THE ABILITY OF PRODUCERS TO
SELL GAS AT PRICES ABOVE THE PREVAILING SPOT MARKET INDEX.

                              OPERATING CONDITIONS

VARIOUS FIELD OPERATING CONDITIONS MAY CAUSE PRODUCTION FROM WELLS TO REMAIN
BELOW CAPACITY FROM TIME TO TIME. CONDITIONS ROUTINELY ENCOUNTERED INCLUDE
DELAYS IN OBTAINING REGULATORY APPROVALS AND EASEMENTS FOR CONNECTING COMPLETED
WELLS TO TRANSPORTATION PIPELINES THROUGH CONSTRUCTION OF NEW GATHERING LINES,
SHUT-IN OF CONNECTED WELLS PENDING COMPLETION OF ROUTINE REPAIRS AND EQUIPMENT
MAINTENANCE AND SHUT-INS RESULTING FROM EXCESSIVE WATER ACCUMULATION IN
PIPELINES, INSUFFICIENT TANK CAPACITY OR THEIR GEOLOGICAL AND MECHANICAL
CONDITIONS. WHILE CLOSE WELLS SUPERVISION AND EFFECTIVE MAINTENANCE OPERATIONS
CAN CONTRIBUTE TO MAXIMIZING PRODUCTION RATES OVER TIME, PRODUCTION DELAYS AND
DECLINES FROM NORMAL FIELD OPERATING CONDITIONS CANNOT BE ELIMINATED AND CAN BE
EXPECTED TO ADVERSELY AFFECT REVENUE AND DISTRIBUTION LEVELS TO VARYING DEGREES.

               RISKS OF DRILLING AND ENHANCED RECOVERY ACTIVITIES

DRILLING AND RECOVERY ACTIVITIES INHERENTLY INVOLVE MANY RISKS. FOR EXAMPLE, THE
DRILLING OF WELL INVOLVES RISKS SUCH AS ENCOUNTERING UNUSUAL OR UNEXPECTED
PRESSURES AND OTHER CONDITIONS THAT COULD RESULT IN SUBSTANTIAL LOSSES AND
LIABILITIES. ALL DRILLING IS SUBJECT TO THE RISK OF DRY HOLES OR A FAILURE TO
PRODUCE OIL OR GAS IN COMMERCIAL QUANTITIES (EVEN AFTER A SUCCESSFUL
POST-COMPLETION PRODUCTION TEST). AN ENHANCED RECOVERY PROJECT MAY CAUSE DAMAGE
TO THE PRODUCING FORMATION, WITH THE RESULTING INABILITY TO PRODUCE THE RESERVES
THAT ARE LOCATED IN THE ZONES AFFECTED BY THE PROJECT. THE COMPANY WILL ALSO BE
SUBJECT TO ALL THE OPERATING HAZARDS AND RISKS NORMALLY INCIDENT TO DRILLING FOR
OR PRODUCING OIL AND GAS, INCLUDING BLOWOUTS, CRATERING, POLLUTION AND FIRES,
EACH OF WHICH COULD RESULT IN DAMAGE TO OR DESTRUCTION OF OIL AND GAS WELL,
PRODUCING FORMATIONS, PRODUCTION, PIPELINE, PROCESSING PLANTS, OTHER PROPERTY OR
PERSONS. THERE IS NO ASSURANCE THAT THE COMPANY WILL OBTAIN INSURANCE COVERAGE
AGAINST SUCH RISKS.

               ALLIED'S MARKETS, COMPETITION REGULATION AND RISKS

THE NATURAL GAS AND OIL INDUSTRY IS HIGHLY COMPETITIVE IN ALL ITS PHASES. ALLIED
MAY ENCOUNTER STRONG COMPETITION FROM OTHER NATURAL GAS AND OIL COMPANIES, MANY
OF WHOM HAVE GREATER FINANCIAL RESOURCES AND TECHNICAL CAPABILITIES IN ACQUIRING
AND DEVELOPING ECONOMICALLY DESIRABLE PROPERTIES.

                                     MARKETS

THE AVAILABILITY OF A READY MARKET FOR ANY NATURAL GAS AND/OR OIL DISCOVERED
WILL DEPEND UPON NUMEROUS FACTORS BEYOND THE CONTROL OF MANAGING GENERAL PARTNER
THE EXACT EFFECT OF WHICH CANNOT BE ACCURATELY PREDICTED. THESE FACTORS INCLUDE
THE EXTENT OF DOMESTIC PRODUCTION AND IMPORTS OF OIL, THE PROXIMITY AND CAPACITY
OF NATURAL GAS PIPELINES AND THE EFFECT OF STATE AND FEDERAL REGULATION OF
PRODUCTION AND FEDERAL REGULATION OF NATURAL GAS SOLD IN INTERSTATE COMMERCE.

                                STATE REGULATIONS

PRODUCTION OF ANY OIL AND/OR GAS BY THE COMPANY MAY BE AFFECTED TO SOME DEGREE
BY STATE REGULATIONS. STATUTORY PROVISIONS REGULATE THE PRODUCTION OF NATURAL
GAS AND OIL. ADMINISTRATIVE AGENCIES COULD PROMULGATE RULES IN CONNECTION WITH
THE OPERATION AND PRODUCTION OF BOTH NATURAL GAS AND OIL AND ALLOWABLE RATES FOR


                                       15
<PAGE>

PRODUCTION. SUCH REGULATORY ORDERS MAY RESTRICT THE RATE AT WHICH THE COMPANY'S
WELL PRODUCES NATURAL GAS AND/OR OIL BELOW THE RATE AT WHICH SUCH WELL SHOULD BE
PRODUCED IN THE ABSENCE OF SUCH REGULATORY ORDERS. PRESENTLY THOSE REGULATIONS
WOULD NOT EFFECT THE PRODUCTION OF THE CONTEMPLATED WELLS HEREIN. IN LIGHT OF
THE DYNAMIC NATURE OF THE MARKET FORCES AFFECTING NATURAL GAS AND OIL SALES AND
THE RECENT CHANGES CAUSED BY DEREGULATION AND VARIOUS FERC ORDERS, IT IS NOT
POSSIBLE TO PREDICT THE EFFECT CHANGING MARKET CONDITIONS MAY HAVE ON THE
MARKETABILITY OR PRICE OF ANY OIL DEVELOPED BY THE COMPANY.

                            ENVIRONMENTAL REGULATION

THE FEDERAL GOVERNMENT AND VARIOUS STATE GOVERNMENTS HAVE ADOPTED LAWS AND
REGULATIONS REGARDING THE CONTROL AND CONTAMINATION OF THE ENVIRONMENT. THESE
LAWS AND REGULATIONS MAY AFFECT THE ROUTINE DRILLING AND OPERATION OF THE WELLS
INCLUDING REGULATION OF OIL SPILLS, THE DISCHARGE OF DRILLING FLUIDS, AND THE
DISPOSAL OF WATER AND/OR BRINE PRODUCED IN CONNECTION WITH THE PRODUCTION OF
NATURAL GAS AND OIL. VIOLATION OF ENVIRONMENTAL LEGISLATION AND REGULATION MAY
RESULT IN THE IMPOSITION OF FINES AND, IN CERTAIN CIRCUMSTANCES, THE ENTRY OF AN
ORDER FOR THE ABATEMENT OF THE CONDITIONS OR SUSPENSION OF THE ACTIVITIES GIVING
RISE TO THE VIOLATION. THE MANAGING GENERAL PARTNER BELIEVES THAT IT WILL COMPLY
WITH ALL ORDERS AND REGULATIONS APPLICABLE TO ITS OPERATIONS; HOWEVER IT CANNOT
PREDICT THE OVERALL EFFECT OF ANY NONCOMPLIANCE.

                  RISKS OF COMPETITION AND RISKS OF COMPLETION

THE COMPLETION PHASE OF OIL AND GAS EXPLORATION AND DEVELOPMENT INVOLVES ITS OWN
RISKS AND UNCERTAINTIES. EVEN THOUGH AT THE TIME OF COMPLETION, THE OPERATOR HAS
GAINED ADDITIONAL INFORMATION THROUGH DRILLING AND TESTING OF THE WELL(S), IT IS
NEVERTHELESS IMPOSSIBLE TO DETERMINE WHETHER OR NOT THE WELL(S) WILL ACTUALLY BE
COMMERCIALLY PRODUCTIVE UNLESS IT IS "COMPLETED" AT THE CASING POINT BY SETTING
CASING, PERFORATING AND POSSIBLY STIMULATING THE WELLS. THE DECISION AS TO
WHETHER OR NOT TO EXPEND SIGNIFICANT ADDITIONAL FUNDS IN SUCH A COMPLETION
ATTEMPT IS THEREFORE CRITICAL AND FREQUENTLY SURROUNDED BY CONSIDERABLE
UNCERTAINTY. IF SUCH AN ORIGINAL COMPLETION ATTEMPT IS UNSUCCESSFUL, A DECISION
MUST BE MADE AS TO WHETHER TO PLUG AND ABANDON THE WELL(S) OR UNDERTAKE
ADDITIONAL COMPLETION ACTIVITIES. FURTHERMORE, AN APPARENTLY SUCCESSFUL
COMPLETION ATTEMPT MAY LEAD TO THE INSTALLATION OF EXPENSIVE PRODUCTION
EQUIPMENT AND FACILITIES DESPITE WHICH THE WELL(S) MAY NEVER PRODUCE SUFFICIENT
RESERVES TO JUSTIFY EITHER THE DRILLING, COMPLETION OR EQUIPPING EXPENDITURES.

                                  SHUT-IN WELLS

PRODUCTION FROM ANY WELL DRILLED IN AREAS GEOGRAPHICALLY REMOTE FROM MARKETING
FACILITIES MAY BE DELAYED FOR EXTENDED PERIODS OF TIME UNTIL SUFFICIENT RESERVES
OF GAS ARE ESTABLISHED TO JUSTIFY CONSTRUCTION OF THE NECESSARY PUMPING AND
PRODUCTION FACILITIES OR UNTIL MARKETING CONDITIONS IN THE AREA WARRANT THE
OPERATION OF THE WELL.

            ACCESSIBILITY TO PIPELINES AND/OR TRANSPORTATION SYSTEMS

LACK OF ACCESS TO TRANSPORTATION CAPACITY IN THE INTRASTATE OR INTERSTATE GAS
TRANSMISSION PIPELINES, OR RESTRICTIONS ON THEIR THROUGHPUT, MAY ADVERSELY
AFFECT THE ABILITY OF MANAGING GENERAL PARTNER TO PROVIDE FOR THE DELIVERY OF
OIL AND GAS AND COULD AFFECT THE PROFITABILITY OF THE WELL.

                         SHORTAGE OF EQUIPMENT AND CREW

THE MANAGING GENERAL PARTNER OR OPERATOR COULD EXPERIENCE SHORTAGES IN DRILLING
AND COMPLETION EQUIPMENT, WHICH COULD RESULT IN DELAYS IN OPERATIONS. SUCH
DELAYS COULD ALSO CAUSE THE PARTICIPANTS' CURRENT FEDERAL INCOME TAX DEDUCTION
TO BE LESS THAN ANTICIPATED.

                                       16
<PAGE>
                        INCREASING COST OF DOING BUSINESS

THE OIL AND GAS INDUSTRY, LIKE OTHER INDUSTRIES, IS CONTINUALLY EXPERIENCING AN
INCREASE IN THE COST OF DOING BUSINESS WHICH COULD, DIRECTLY OR INDIRECTLY,
AFFECT ALLIED OR THE OPERATOR'S CONTINUING ABILITY TO ACQUIRE EQUIPMENT,
SUPPLIES OR LABOR.

ITEM 7. FINANCIAL STATEMENTS

The Financial Statements of Technol Fuel Conditioners, Inc. (excluding any of
the accounts of Technol) for the year ended December 31, 2005, together with
Independent Auditor's Report thereon, are contained on pages F-1 through F-8,
attached and are incorporated herein by this reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The Company has retained Jewett Schwartz and Associates, Hollywood, Florida, as
their auditors. The Company's prior auditor, LL Bradford and Company resigned
without explanation. The Company had no disagreement with any prior auditor.

ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting him to material information required
to be included in the Company's periodic SEC filings relating to the Company
(including its consolidated subsidiaries).

(b) Changes in Internal Controls.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these internal controls subsequent to
the date of our most recent evaluation.

ITEM 8B. OTHER INFORMATION

None.

                                    PART III

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

As of December 31, 2005, the Company's Directors and Officers were as follows:

       Name                Age      Positions and Offices Held
--------------------       ---      -----------------------------------
Richard P. Underwood       53       President & Chief Executive Officer
                                    Secretary and Treasurer

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.

                                       17
<PAGE>
                           SUMMARY COMPENSATION TABLE

During the fiscal year ending December 31, 2005, the Company's Board of
Directors authorized the compensation of its officers with the following cash
salaries:
<TABLE>
<CAPTION>
----------------- --------- ------------------------------------ ----------------------------------------- -------------

                                    Annual Compensation                   Long-Term Compensation
----------------- --------- ------------------------------------ ----------------------------------------- -------------
                                                                              Awards Payouts
----------------- --------- ------------------------------------ ----------------------------------------- -------------
    Name and                                          Other                                     LTIP
   Principal                  Salary      Bonus       Annual     Restricted    Securities      Payouts
    Position        Year       ($)         ($)     Compensation    Stock       Underlying        ($)       All Other
      (a)           (b)        (c)         (d)         ($)         Awards       Options/         (h)      Compensation
                                                       (e)           (s)         SARs                         ($)
                                                                     ($)          (#)                         (i)
                                                                     (f)          (g)
----------------- --------- ----------- ---------- ------------- ------------ --------------- ------------ -------------
<S>                <C>      <C>           <C>          <C>           <C>           <C>           <C>          <C>
Richard P.         2003     $230,020      $0           $0            $0            0             $0           $0
Underwood          2004     $230,020      $2,500       $0            $0            0             $0           $0
President, CEO     2005     $353,186      $1,000       $0            $0            0             $0           $0
----------------- --------- ----------- ---------- ------------- ------------ --------------- ------------ -------------
Odette             2003      $6,500       $0           $0            $0            0             $0           $0
Lichtman,          2004      $5,500       $0           $0            $0            0             $0           $0
V.P. Finance,      2005      $0           $0           $0            $0            0             $0           $0
Secretary

All Directors
as a Group        2003        $236,520    $0           $0            $0            0             $0           $0
(2persons)        2004        $235,520    $2,500       $0            $0            0             $0           $0
                  2005        $353,186    $1,000       $0            $0            0             $0           $0
================= ========= =========== ========== ============= ============ =============== ============ =============
</TABLE>

With respect to cash salaries, the Company may change or increase salaries as
the Company's profits and cash flow allow. No other compensation was paid,
accrued, earned, or received by any of the Company's officers and directors.

COMPENSATION OF DIRECTORS

Except as may be approved by the Company's Board of Directors, the Company's
Directors are not currently compensated on a regular basis as a director of the
Company and each does not receive any re-imbursement for out-of-pocket costs
incurred in attending meetings. The Company's compensation policies are subject
to change and the Board of Directors may approve or establish such compensation
arrangements from time to time as it deems appropriate in view of the Company's
requirements.

                                       18
<PAGE>

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, 2005, 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.

--------------------------------------------------------------------------------
(1)          (2)                       (3)                  (4)
Title Of     Name And                  Amount And           Percent Of
Class        Address Of                Nature Of            Class(1)(2)
             Beneficial                Beneficial
             Owner                     Owner(1)(3)
--------------------------------------------------------------------------------
Common       Richard P. Underwood      285,000,000          95%
Stock        and Family
             2800 Griffin Drive
             Bowling Green, Kentucky
             42101

Officers and Directors
  as a group (1 person)                285,000,000           95%

Footnotes:

(1)(2) The share amounts and percentages shown for the shares owned and held by
Richard P. Underwood, the Company's President and Chief Executive Officer,
represent shares he acquired upon the Company's acquisition of his controlling
interest in Allied Syndications, Inc., Texas corporation (the "Allied
Subsidiary"). They include shares issued to Technol Acquisition Corp., a Florida
corporation for which Mr. Underwood is an officer, director, and shareholder.
Mr. Underwood was the sole officer of the Company as of December 31, 2005.

(3) "Beneficial Owner" means having or sharing, directly or indirectly (i)
voting power, which includes the power to vote or to direct the voting, or (ii)
investment power, which includes the power to dispose or to direct the
disposition, of shares of the common stock of an issuer. The definition of
beneficial ownership includes shares underlying options or warrants to purchase
common stock, or other securities convertible into common stock, that currently
are exercisable or convertible or that will become exercisable or convertible
within 60 days. Unless otherwise indicated, the beneficial owner has sole voting
and investment power. All percentages are based on 19,675,000 shares outstanding
on December 31, 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board of Directors of Allied Syndications, Inc., our partially-owned
subsidiary, is a party to a real estate lease in connection with the lease of an
11,000 square foot of office space utilized by us (and Allied). The owner and
landlord of the building is All American Investors Group, a company that is
owned and controlled by Richard P. Underwood. Mr. Underwood is our former
President, Chief Executive Officer and Chief Financial Officer. He is also,
directly and indirectly, the owner of a majority of our outstanding common
stock.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

(a)(1) Financial Statements. Reference is made to the Index to Financial
       Statements of the Company on page F-1 of this report.

24     Consent of  Jewett, Schwartz & Associates

31.1   Certification

31.2   Certification

32.1   Certification

32.2   Certification

(B)  REPORTS ON FORM 8-K

(1) Form 8-K filed on June 30, 2005.

                                       19
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


         TECHNOL FUEL CONDITIONERS, INC.
         (Registrant)

         By: /s/C. Shane Polson                               Date: May 23, 2006
             ------------------
             C. Shane Polson
             President and Chief 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 date indicated.


         By: /s/ C. Shane Polson                              Date: May 23, 2006
             -------------------
             C. Shane Polson
             President and Chief executive Officer

                                       20

<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2005 and 2004

                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

Report of Independent Registered Public Accounting Firm                  F-2

Balance Sheet                                                            F-3

Statements of Operations                                                 F-4

Statements of Changes in Shareholders' Equity                            F-5

Statements of Cash Flows                                                 F-6

Notes to Financial Statements                                         F-7 - F-16



                                      F-1
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the board of directors and shareholders of
    Technol Fuel Conditioners, Inc d/b/a Allied Syndications, Inc.

We have audited the accompanying balance sheet of Technol Fuel Conditioners, Inc
d/b/a Allied Syndications, Inc. as of December 31, 2005 and the related
statements of operations, changes in shareholders' equity and cash flows for the
years ended December 31, 2005 and 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these 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 audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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
d/b/a Allied Syndications, Inc. as of December 31, 2005 and the results of its
operations and its cash flows for the years ended December 31, 2005 and 2004 in
conformity with accounting principles generally accepted in the United States of
America.


/s/ Jewett, Schwartz & Associates


Hollywood, Florida
March 31, 2006


                                      F-2
<PAGE>
                        TECHNOL FUEL CONDITIONERS, INC.
                        d/b/a ALLIED SYNDICATIONS, INC.
                                 BALANCE SHEET
                               December 31, 2005

                       ASSETS                                           2005
                                                                    ------------
CURRENT ASSETS
Cash and cash equivalents                                           $ 1,300,960
Investments in marketable securities                                        500
Investment in partnerships                                               25,469
Notes receivable                                                         88,869
                                                                    -----------

                                 Total current assets                 1,415,798

PROPERTY & EQUIPMENT, NET                                               326,131

OTHER ASSETS
Other Assets                                                            870,528
Deferred tax asset                                                      478,797
                                                                    -----------

                                   Total other assets                 1,349,325
                                                                    -----------

TOTAL ASSETS                                                        $ 3,091,254
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                                    $    21,252
Other accrued liabilities                                                67,213
                                                                    -----------

                            Total current liabilities                    88,465

SHAREHOLDERS' EQUITY
Common stock, no par value, 10,000,000
  shares issued, 7,410,495 shares outstanding
Additional paid-in capital                                            4,220,984
Accumulated deficit                                                  (1,218,195)
                                                                    -----------

                           Total shareholders' equity                 3,002,789
                                                                    -----------

TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                                              $ 3,091,254
                                                                    ===========

   The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>
                        TECHNOL FUEL CONDITIONERS, INC.
                        d/b/a ALLIED SYNDICATIONS, INC.
                            STATEMENTS OF OPERATIONS
                 For the years ended December 31, 2005 and 2004

                                                       2005             2004
                                                    -----------     -----------

REVENUES                                            $ 3,649,060     $ 4,100,277

COST OF SALES                                         2,340,554       2,358,838
                                                    -----------     -----------

GROSS MARGIN                                          1,308,506       1,741,439

Selling, general and administrative                   1,748,728       1,285,193
                                                    -----------     -----------

Income (loss) from operations                          (440,222)        456,246

Depreciation expense                                     85,244          28,745
                                                    -----------     -----------

Net income (loss) before income taxes                  (525,466)        427,501

Benefit from income taxes                               210,187         268,610
                                                    -----------     -----------

Net income (loss)                                   $  (315,279)    $   696,111

Other comprehensive loss:
  Unrealized loss on marketable securities                   --         (24,700)
                                                    -----------     -----------

Comprehensive income (loss)                            (315,279)        671,411
                                                    ===========     ===========

Weighted average shares outstanding-
  basic and diluted                                   5,510,495       1,289,685
                                                    ===========     ===========

EARNINGS (LOSS) PER SHARE-
  Basic and diluted                                 $     (0.06)    $      0.54
                                                    ===========     ===========

   The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>
                        TECHNOL FUEL CONDITIONERS, INC.
                        d/b/a ALLIED SYNDICATIONS, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                 For the years ended December 31, 2005 and 2004
<TABLE>
<CAPTION>
                                            Common
                                            Stock,
                                          10,000,000
                                            shares       Additional
                                          authorized,      Paid-in        Accumulated
                                         No par value      Capital          Deficit           Totals
                                         -------------------------------------------------------------
                                            Shares
                                         -----------
<S>                                        <C>           <C>              <C>              <C>
Balances, January 1, 2004                    788,360     $ 1,892,064      $(1,574,327)     $   317,737

Stock issued, no par value
  $3.00 per share                            243,290         729,870                           729,870
  $3.22 per share                            258,035         832,042                           832,042

Less:  Capital acquisition costs                            (311,116)                         (311,116)

Net income                                                                    671,411          671,411
                                         -----------     -----------      -----------      -----------

Balances, December 31, 2004                1,289,685     $ 3,142,860      $  (902,916)     $ 2,239,944

Stock issued, no par value
  $3.20 per share                            420,810       1,346,592                         1,346,592

Founders shares issued, no par value
  $.0001 per share                         5,000,000             500                               500

Founders shares issued, no par value
   $.0005 per share                          700,000             350                               350

Less:  Capital acquisition costs                            (269,318)                         (269,318)

Net loss                                                                     (315,279)        (315,279)
                                         -----------     -----------      -----------      -----------

Balances, December 31, 2005                7,410,495     $ 4,220,984      $(1,218,195)     $ 3,002,789
                                         ===========     ===========      ===========      ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>
                        TECHNOL FUEL CONDITIONERS, INC.
                        d/b/a ALLIED SYNDICATIONS, INC.
                             STATEMENTS OF CASH FLOW
                 For the years ended December 31, 2005 and 2004
<TABLE>
<CAPTION>
                                                          2005           2004
                                                      -----------    -----------
<S>                                                   <C>            <C>
Cash Flows from Operating Activities
Net Income (loss)                                     $  (315,279)   $   671,411
Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Depreciation and amortization                         85,244         28,745
     Unrealized loss of marketable securities                  --         24,700
     Benefit from income taxes                           (210,187)      (268,610)
Changes in operating assets and liabilities:
     Notes receivable                                      (1,926)       (61,092)
     Other assets                                        (164,437)      (486,706)
     Accounts payable and accrued expenses                 (8,535)        94,405
                                                      -----------    -----------

Net cash provided by (used in) operating activities      (615,120)         2,853
                                                      -----------    -----------

Cash Flows from Investing Activities:
     Purchases of property and equipment                 (190,193)      (234,576)
     Purchases of partnership interests                   (25,469)       (25,200)
                                                      -----------    -----------

Net cash used in investing activities                    (215,662)      (259,776)
                                                      -----------    -----------


Cash Flows from Financing Activities:
     Proceeds from sales of common stock                1,346,592      1,561,912
     Capital acquisition costs                           (269,318)      (311,116)
                                                      -----------    -----------

Net cash provided by financing activities               1,077,274      1,250,796
                                                      -----------    -----------

Net increase in cash and cash equivalents                 246,492        993,873

Cash and cash equivalents, beginning of year            1,054,468         60,595
                                                      -----------    -----------

Cash and cash equivalents, end of year                $ 1,300,960    $ 1,054,468
                                                      ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-6
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Organization - 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 pun 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 $126,000
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.

Pursuant to an Agreement and Plan of Acquisition dated April 10, 2005
(Acquisition Agreement), between Technol and Allied Syndications, Inc. (Allied),
Allied was acquired through an exchange of shares. Upon this transaction, the
assets and all related debt of Technol were sold to former management. Technol
was released from all obligations and claims related to these assets.

The resulting entity is Technol Fuel Conditioners, Inc. d/b/a Allied
Syndications, Inc. (Company). Allied was incorporated in Texas on June 3, 2003
to provide oil and gas services to investors. The Company is primarily an
independent exploration and production company that focuses on the acquisition,
development and marketing of natural gas from reserves in Texas and Colorado.
Their principal business includes the acquisition of natural gas and oil
properties with proven reserves, the drilling and development of exploratory
wells and the management of partnerships created to acquire and explore these
reserves.

Basis of Accounting - In accordance with Statement of Financial Accounting
Standards (SFAS) No. 69, the Company follows the successful efforts method of
accounting for its oil and gas activities. Accordingly, property acquisition
costs, development costs and the cost of support equipment and facilities are
capitalized.

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, liabilities, revenues and expenses, as well as certain
financial statement disclosures. While management believes that the estimates
and assumptions used in the preparation of the financial statements are
appropriate, actual results could differ from these estimates.

                                      F-7
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

Accounting Treatment for Costs Incurred - The Company follows the successful
efforts method of accounting for its oil and gas exploration and production
activities. Accordingly, property acquisition costs, development costs and the
cost of support equipment and facilities are capitalized. Drilling costs for
exploratory wells are also capitalized pending determination of proved reserves
but must be charged to expense if no proved reserves are found within one year
after completion of drilling. The Company has not found proved reserves for all
exploratory wells drilled within one year after completion of drilling during
the years presented in the financial statements and therefore has expensed any
explanatory drilling costs for those wells. Other exploration costs, including
geological and geophysical expenses, leasehold expiration costs and delay
rentals, are charged to expense as incurred.

Revenue Recognition - Revenue is presented in accordance with Staff Accounting
Bulletin (SAB) 104 "Revenue Recognition in Financial Statements". Under SAB 104,
revenue is realized when persuasive evidence of an arrangement exists, delivery
has occurred, the price is fixed or determinable and collectibility is
reasonably assured. The Company recognizes revenue from management of
partnerships, drilling contracts and consulting services when they have the
contractual right to receive revenue. Revenue is generated from the partnerships
that it manages, drilling and development of its own wells and consulting
services it provides for outside drilling and development.

Concentration of credit risk - Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash
investments. The Company maintains cash balances with two banks whose balances
insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000. The
balance at the financial institutions over the FDIC insured limit is
approximately $334,000 at December 31, 2005.

Impairment of Long Lived Assets and Long Lived Assets to be Disposed Of - In
August 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 144
"Accounting for the Impairment of Disposal of Long-Lived Assets" which
supersedes both SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of" and the accounting and reporting
provisions of Accounting Practice Bulletin (APB) Opinion No. 30, "Reporting the
Results of Operations-Reporting the Effects of Disposals of a Segment of a
Business and Extraordinary, Unusual, Infrequently Occurring Events and
Transactions," for the disposals of a segment of a business (as previously
defined in that opinion).

Impairment losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. No
impairment losses have been recorded since inception.

Advertising Costs - Advertising costs are charged to expense during the period
in which they are incurred. Advertising expenses for the years ended December
31, 2005 and 2004 approximated $51,000 and $70,000, respectively.

Cash and cash equivalents - Highly liquid investments with original maturities
of three months or less are considered cash equivalents.

                                      F-8
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

Investments - Investments include marketable securities, which are classified as
trading securities in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 115 "Accounting for Certain Investments and
Equity Securities." The fair value of these securities is determined by
currently available market prices. Unrealized losses on trading securities are
reported in investment expense.

Property and equipment, net - Property and equipment are recorded at cost, net
of accumulated depreciation. Depreciation is recorded using the amounts
recognized for federal income tax purposes.

Comprehensive income - Comprehensive income consists of net income and other
gains and losses affecting stockholders' equity that, under generally accepted
accounting principles in the United States are excluded from net income.

Income Taxes - The Company uses the assets and liability method of accounting
for income taxes as required by SFAS No. 109, "Accounting for Income Taxes".
SFAS No. 109 requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of temporary differences between the
carrying amounts and the tax basis of certain assets and liabilities. Deferred
income taxes are measured by the current enacted tax rates. Deferred tax expense
(benefit) is the result of changes in the deferred tax assets and liability.
Valuation allowances are used to reduce deferred tax assets to the amount
considered likely to be realized.

Earnings (Loss) Per Share - Basic net income (loss) per common share is computed
using the weighted average number of common shares outstanding during the
periods. Diluted net income (loss) per share is computed using the weighted
average number of common and dilutive common equivalent shares outstanding
during the year.

Recent Accounting Pronouncements -

Other-Than-Temporary Impairment of Investments

In March 2004, the EITF of the FASB reached a consensus on Issue No. 03-01, "The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments" (EITF 03-01). EITF 03-01 addresses the meaning of
other-than-temporary impairment and its application to debt and equity
securities within the scope of SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" (SFAS 115) and equity securities that are not
subject to the scope of SFAS 115 and not accounted for under the equity method
of accounting. As of December 31, 2005, the Company determined that EITF 03-01
had no impact on its financial statements.

Contingently Convertible Instruments

In September 2004, the EITF reached a consensus on Issue No. 04-08, "The Effect
of Contingently Convertible Instruments on Diluted Earnings Per Share" (EITF
04-08"), which is effective for reporting periods ending after December 15,
2004. EITF 04-08 requires companies to include shares issuable under convertible
instruments in diluted earnings per share computations (if dilutive) regardless
of whether the market price trigger (or other contingent feature) has been met.


                                      F-9
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

In addition, prior period earnings per share amounts presented for comparative
purposes must be restated. EITF 04-08 did not impact earnings per share in 2005.

Inventory Pricing

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 151, "Inventory Costs." The new statement amends Accounting Research
Bulletin (APB) No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting
for abnormal amounts of idle facility expense, freight, handling costs, and
wasted material. This statement requires that those items be recognized as
current-period charges and requires that allocation of fixed production
overheads to the cost of conversion be based on the normal capacity of the
production facilities. This statement is effective for fiscal years beginning
after June 15, 2005. The Company does not expect adoption of this statement to
have a material impact on its financial condition or results of operations.

Share-Based Payment

In December 2004, the FASB issued a revision of SFAS 123 (SFAS 123R) that will
require compensation costs related to share-based payment transactions to be
recognized in the statement of operations. With limited exceptions, the amount
of compensation cost will be measured based on the grant-date fair value of the
equity or liability instruments issued. In addition, liability awards will be
remeasured each reporting period. Compensation cost will be recognized over the
period that an employee provides service in exchange for the award. SFAS 123R
replaces SFAS 123 and is effective as of December 31, 2005. Based on the number
of shares and awards outstanding as of December 31, 2004 (and without giving
effect to any awards which may be granted in 2005), we expect that the adoption
of SFAS 123R will have no material impact to the financial statements.

In March 2005, the U.S. Securities and Exchange Commission, or SEC, released
Staff Accounting Bulletin (SAB) 107, "Share-Based Payments,". The
interpretations in SAB 107 express views of the SEC staff, or staff, regarding
the interaction between SFAS 123R and certain SEC rules and regulations, and
provide the staff's views regarding the valuation of share-based payment
arrangements for public companies. In particular, SAB 107 provides guidance
related to share-based payment transactions with non-employees, the transition
from nonpublic to public entity status, valuation methods (including assumptions
such as expected volatility and expected term), the accounting for certain
redeemable financial instruments issued under share-based payment arrangements,
the classification of compensation expense, non-GAAP financial measures,
first-time adoption of SFAS 123R in an interim period, capitalization of
compensation cost related to share-based payment arrangements, the accounting
for income tax effects of share-based payment arrangements upon adoption of SFAS
123R, the modification of employee share options prior to adoption of SFAS 123R
and disclosures in Management's Discussion and Analysis subsequent to adoption
of SFAS 123R. SAB 107 requires stock-based compensation be classified in the
same expense lines as cash compensation is reported for the same employees. The
Company and management is reviewing SAB 107 in conjunction with its review of
SFAS 123R.

                                      F-10
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

Non-monetary Exchange

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets--An Amendment of Accounting Principles Board (APB) Opinion No. 29,
Accounting for Non-monetary Transactions" (SFAS 153). SFAS 153 eliminates the
exception from fair measurement for non-monetary exchanges of similar productive
assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for Non-monetary
Transactions," and replaces it with an exception for exchanges that do not have
commercial substance. SFAS 153 specifies that a non-monetary exchange has
commercial substance if the future cash flows of the entity expected to change
significantly as a result of the exchange. SFAS 153 is effective for fiscal
periods beginning after June 15, 2005. The adoption of SFAS 153 is not expected
to have a material impact on the Company's current financial condition or
results of operations.

Conditional Asset Retirement

In March 2005, the FASB issued FASB Interpretation (FIN) No. 47 - "Accounting
for Conditional Asset Retirement Obligations - an Interpretation of SFAS 143
(FIN No. 47). FIN No. 47 clarifies the timing of liability recognition for legal
obligations associated with the retirement of a tangible long-lived asset when
the timing and/or method of settlement are conditional on a future event. FIN
No. 47 is effective no later than December 31, 2005. FIN No. 47 did not impact
the Company for the year ended December 31, 2005.

Accounting Changes and Error Corrections

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a Replacement of APB No. 20 and FASB 3 (SFAS No.154). SFAS No. 154
requires retrospective application to prior periods' financial statements of a
voluntary change in accounting principle unless it is impracticable. APB Opinion
No. 20 "Accounting Changes," previously required that most voluntary changes in
accounting principle be recognized by including in net income of the period of
the change the cumulative effect of changing to the new accounting principle.

NOTE 2 - INVESTMENTS

Investments consist of the following as of December 31, 2005:

                                                 2005
                                                 ----
Marketable securities                            $500
Less:  unrealized loss                             --
                                                 ----
                                                 $500
                                                 ====

Investments are stated at fair value, which is based on the most currently
available market prices. Net unrealized loss is recognized as a separate
component of income.

NOTE 3 - INVESTMENT IN PARTNERSHIPS

The Company acts as the managing partner of several limited partnerships created
that hold the rights to the wells. In addition to this, the Company will
periodically invest in these partnerships as limited partners. Their applicable


                                      F-11
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

partnership percentage of each active partnership does not exceed 20%, therefore
these investments are accounted for by using the cost method. The balance at
December 31, 2005 is $25,469.

NOTE 4 - PROPERTY & EQUIPMENT, NET

                                    2005
                                 ---------
Furniture & fixtures             $  70,403
Equipment                          156,892
Leasehold improvements             126,332
Automobiles                         90,332
                                 ---------
                                   443,959
Less: accumulated depreciation    (117,828)
                                 ---------
                                 $ 326,131
                                 =========

Depreciation is computed using the amounts recorded for federal tax purposes.
Depreciation expense was $85,244 and $28,745 for 2005 and 2004, respectively.

NOTE 5 - OTHER ASSETS

Other assets consist of the following at December 31, 2005:

Oil and gas drilling fund deposits   $635,897
Acquisition of mineral rights          72,500
Lease acquisition rights              162,131
                                     --------
                                     $870,528
                                     ========

Oil and gas drilling fund deposits

The Company is working to create an offshore oil and gas drilling fund and has
enlisted the services of a consulting firm that specializes in assisting with
the structure, development, marketing and capital formation of hedge funds.
Amounts paid out to create this fund include consulting, legal and establishment
fees and are recorded as other assets until the fund has been set up. The total
amounts paid out with respect to the creation of this fund are $635,897 December
31, 2005.

Acquisition of mineral rights

Other assets include a deposit payment of $72,500, which was paid to a developer
of mineral rights. These funds shall be utilized for the purposes of securing
financing for the development of future mineral rights. There was no change in
this balance and no valuation allowance has been recorded as the entity expects
to recover the entire amount.

Lease acquisition rights

Lease acquisition costs include amounts paid out to obtain and develop leases
and their related properties. The balance as of December 31, 2005 is $162,131.

                                      F-12
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 6 - BENEFIT FROM INCOME TAXES

The benefit for income taxes from continued operations for the years ended
December 31, 2005 and 2004 consist of the following:

                                     December 31,
                                ----------------------
                                  2005          2004
                                ---------    ---------
Current:
             Federal            $      --    $      --
             State              $      --    $      --
                                ---------    ---------
Deferred:
             Federal            $(397,252)   $ 357,476
             State                (23,121)      56,175
                                ---------    ---------
                                 (420,373)     413,651
                                ---------    ---------

Benefit for income taxes, net   $(210,187)   $(268,810)
                                =========    =========

The benefit for income taxes was calculated using a combined federal and state
tax rate of 40%.

Deferred income taxes result from temporary differences in the recognition of
income and expenses for the financial reporting purposes and for tax purposes.
The tax effect of these temporary differences representing deferred tax asset
and liabilities result principally from the following:

                                          December 31,
                                     -----------------------
                                        2005         2004
                                     ----------   ----------
Net operating loss carry-
     forwards and AMT tax credit     $1,696,992   $1,171,526
                                     ----------   ----------

         Deferred income tax asset   $1,696,992   $1,171,526
                                     ==========   ==========

The net deferred tax assets and liabilities are comprised of the following:

                                              December 31,
                                         ----------------------
                                            2005         2004
                                         ---------    ---------
Deferred tax assets
         Current                         $      --    $      --
         Non-current                       678,797      468,610
                                         ---------    ---------
                                           678,797      468,610

Less valuation allowance                  (200,000)    (200,000)
                                         ---------    ---------

         Net deferred income tax asset   $ 478,797    $ 268,610
                                         =========    =========

                                      F-13
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

There was no increase in the valuation allowance from 2004 to 2005.

NOTE 7 - COMMON STOCK

Common stock issued - During 2004, 243,290 were issued for gross proceeds of
$3.00 per share. During 2004, 258,035 shares were issued for gross proceeds of
$3.22 per share. During 2005, 420,810 shares were issued for gross proceeds of
$3.20 per share.

Founder's shares - During 2005, there were 5,700,000 shares issued to a founder
for $850.

Capital acquisition costs - Capital acquisition costs represent expenses
incurred to raise capital, including commissions paid to contractors to solicit
sales of shares, postage and freight to mail promotional material, printing
costs of stock certificates and promotional material, and legal and professional
fees associated with the issuance. The total capital acquisition costs incurred
through December 31, 2005 was $1,053,450.

NOTE 8 - COMMITMENTS

Lease - The Company rents its offices from a founding shareholder at $10,000 per
month under a 3-year lease ending June 5, 2006. $120,000 and $120,000 were paid
during 2005 and 2004 respectively.

Future minimum payments under this are as follows as of December 31, 2005:

                                    Year             Amount
                                    ----             -------
                                    2006             $60,000

Rent expense for the years ended December 31, 2005 and 2004 was $120,000 and
$120,000, respectively.

Employment agreement - In November 2004, an employment agreement was entered
into with the CEO for compensation of services rendered totaling $260,000
annually. In addition to this annual salary, the Company may make bonus payments
to the CEO based on performance criteria to be determined on the basis of
certain parameters established from time to time. There is no specified time
period that this agreement covers and it may be terminated by the Company at any
time with 90 days' written notice. In June 2005, the Company amended this
agreement to increase the compensation to $416,000 annually.

Production income escrow - The Company receives production income funds on
behalf of the partnerships it manages. These funds are deposited into an account
owned by the Company and are remitted directly to investors of the partnership,
based on their percentage of ownership. No funds are retained by the Company.
For 2004, production income of $29,111 was generated, of which $20,008 was
received and remitted in 2004, with the remaining $9,103 received and remitted
in 2005. There was no balance in the escrow account as of December 31, 2005.


                                      F-14
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 9 - RELATED PARTY TRANSACTIONS

Lease - As noted above, the Company paid rental expense of $120,000 and $120,000
for 2005 and 2004, respectively, to an entity under control of the CEO.

Compensation - Under the terms of the employment agreement noted above, the CEO
received $353,186 and $230,020 for 2005 and 2004, respectively, in compensation
and performance-based bonuses.

Loan to shareholder - The Company loaned the CEO or other entities under his
control $2,776 and $51,092 during 2005 and 2004 respectively.

Operating expenses - The Company paid an entity under control of the CEO amounts
for consulting and corporate development expenses incurred. These amounts total
$0 and $420,034 for 2005 and 2004, respectively.

Consulting services - During 2005, The Company received $2,500,000 in consulting
revenues from an entity under the control of the CEO. These amounts have been
included as revenue. No consulting amounts were received in 2004 from this
related entity.

NOTE 10 - SUPPLEMENTAL INFORMATION ON OIL AND GAS DEVELOPMENT AND
          PRODUCING ACCTIVITIES

General - This Note provides information on the Company's oil and gas
development and producing activities in accordance with SFAS No. 69 "Disclosures
about Oil and Gas Producing Activities".

Capitalized costs for oil and gas producing activities: The following table sets
forth the components of capitalized costs for the Company's oil and gas
producing activities, all of which are conducted within the continental United
States, for the years presented in the financial statements.

                                            2005       2004
                                          --------   --------
Proved properties                         $     --   $     --
Unproved properties                        162,131     66,705
Accumulated depreciation, depletion and
    amortization                                --         --
                                          --------   --------

Total                                     $162,131   $ 66,705
                                          ========   ========

                                      F-15
<PAGE>
                         TECHNOL FUEL CONDITIONERS, INC.
                         d/b/a ALLIED SYNDICATIONS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

Costs incurred in oil and gas acquisition and development activities - The
following table lists the costs incurred in the Company's oil and gas
acquisition and development activities for the years presented in the financial
statements.

                                   2005           2004
                              --------------   ----------
Property acquisition costs:
     Unproved properties      $           --   $2,358,838
     Proved properties                    --           --
     Development costs                    --           --
                              --------------   ----------

Total                         $           --   $2,358,838
                              ==============   ==========

                                      F-16