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

                                  FORM 10-KSB/A

[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, 2004

[ ]   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           (I.R.S. EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)

    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 Which Registered                    Name of Each Exchange On
------------------------------------                    ------------------------
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: $305,295.

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: $196,750 as of December 14, 2005.

                                   ___________

                    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,
2004.

                       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]

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                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
PART I

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

ITEM 1A.     FACTORS THAT MAY AFFECT FUTURE RESULTS ...................       4

ITEM 2.      DESCRIPTION OF PROPERTY ..................................       6

ITEM 3.      LEGAL PROCEEDINGS ........................................       6

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ......       6

PART II
-------

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS ..................................................       7

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS .....................       7

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

PART III
--------

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
             PERSONS ..................................................      18

ITEM 10.     EXECUTIVE COMPENSATION ...................................      19

ITEM 11.     SECURITY OWNERSHIP OF BENEFICIAL OWNERS ..................      20

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...........      20

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K .........................      21

SIGNATURES ............................................................      22

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                                     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, 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,

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AND MANAGEMENT THAT HAS ONLY LIMITED EXPERIENCE IN DEVELOPING SYSTEMS AND
MANAGEMENT PRACTICES. ANY ONE OR MORE OF 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

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

ITEM 1A. FACTORS THAT MAY AFFECT FUTURE RESULTS

1. Commencement of New Business & Risk of Loss. As described elsewhere in this
Report, in 2005 the Company acquired a controlling interest in Allied
Syndications, Inc., an oil and gas company. As a result, the Company faces all
of the risks inherent in a new business. Except for Allied's past operations,
there is no comparative information at this time upon which to base an
assumption that our plans will prove successful. Investors should be aware that
they may lose all or substantially all of their investment.

2. Auditor's Opinion: Going Concern. Our independent auditors have expressed
substantial doubt about the Company's ability to continue as a going concern due
to the Company's continuing losses. Our financial statements report that we have
had losses during 2003 and 2004 and there is no certain prospect that we will
become profitable or, if we achieve any profitability, that any such
profitability can be sustained for any period of time.

3. Limited Financial Resources; Need for Additional Financing.. During 2004 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. Our ability to operate as a going concern is also contingent
upon its receipt of additional financing. 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 the Company elects to 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.

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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 the 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 total of 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 Officers and Directors of Allied. As a result of the acquisition
of Allied Syndications, Inc., Richard P. Underwood, the Company's President and
Chairman of the Board, exercises control over the Company. As a result, existing
stockholders will have little or no opportunity to influence the direction of
the Company.

10. 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.

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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. 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.

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 is simultaneously filing 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.

                                        6

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                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company presently trades on the Pink Sheets Stock Exchange. The Company has
168 shareholders of record as of December 31, 2004. 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

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

The Agreement and Plan of Reorganization between the Company and BIS and BIS's
majority shareholders was conditional upon The Company paying the aforementioned
$55,000. The Company represented that they would be raising the $55,000 via a
Regulation D, Rule 506 offering to raise up to $500,000 at $.50 per share in
conjunction with a merger with USR Holdings Corp. ("USRH"), a Colorado
corporation trading on the National Quotation Bureau Pink Sheet exchange under
the symbol "USRH". On October 11, 2002, the Company entered into a Plan of
Reorganization Agreement ("Reorg.") with USRH. Prior to Reorg., USRH had
563,388,309 shares of common stock issued and outstanding. As a condition of the
Reorg., USRH agreed to enact a 1:400 reverse split, which was effectuated on
December 19, 2002, resulting in 1,408,470 post-split shares of its common stock
issued and outstanding. Upon and subject to the terms and conditions of the
Reorg., USRH acquired from the Company's shareholders, all of the issued and
outstanding shares of the Company's common stock in exchange for 18,260,000
shares of USRH newly issued stock, resulting in 19,668,470 post-merger shares
issued and outstanding. By virtue of the transaction, USRH acquired the Company
as a going concern, including all of the properties and assets of the Company of
every kind, nature, and description, tangible and intangible, wherever situated,
including, without limiting the generality of the foregoing, its business as a
going concern, its goodwill, and the corporate name (subject to changes referred
to or permitted herein or occurring in the ordinary course of business prior to
the time of closing provided herein). Upon, and immediately subsequent to, the
aforementioned acquisition, USRH merged into its wholly-owned subsidiary (the
Company) under Section 7-7106 of the Colorado Corporations Code. It's name was
formally changed to Technol Fuel Conditioners, Inc. and it is presently trading
under the new symbol, "THFC". In consideration of and in exchange for the
foregoing transfer, assignment, and conveyance, and subject to compliance by
USRH and the Company with their warranties and undertakings contained herein,
USRH issued and delivered to the Company one or more stock certificates
registered in the name of the undersigned shareholders of the Company, on a
pro-rata basis totaling 11,260,000 in exchange for 1,185,600 shares of the
Company Common stock constituting 100% of the issued and outstanding shares of
the Company. In addition out of the 18,260,00 shares the following shares were
issued: 4,941,530 were issued to the Technol Funding Group, 200,000 shares to
Netresolutions.com, Inc., a Nevada corporation, as part of the Brazilian-Indio
merger and, 1,950,000 shares to Technol Funding Group, which have been placed
into escrow for the Technol Funding Group upon completion of a funding
agreement, which constituted all of the Company shares or rights to shares on a
fully diluted basis including warrants, options or stock purchase rights
including claims regarding any other shares of the Company. All of the shares
exchanged were, upon such issuance and delivery, fully paid and non-assessable.
The Company agreed

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to pay off a $30,000 pre-existing debt of US Receivables Management Corp., a
subsidiary of USRH, as well as, to purchase 85,000 USRH common stock post-split
shares from Greco Family Limited Partnership for a sum of $70,000. (Subsequent
to the Reorganization, the Greco Family Limited Partnership has agreed to sell
its 85,000 post-reverse split shares for $55,000 instead of $70,000, and the
Company and USRH have agreed to incorporate this modification into the Reorg.)
On October 22, 2002, the Company effectuated the Regulation D, Rule 506 Offering
("Offering"), upon which the first phase was terminated on January 19, 2002 and
the Company raised $197,000. The funds were used, among other things, to pay the
requisite amounts due BIS and USRH in order to complete those transactions.
Having met the conditions requisite to consummate its transactions with BIS and
USRG, simultaneous mergers took place on January 31, 2002 between the Company,
BIS and USRH whereby, on January 31, 2002, pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange Commission, the
Company became the successor issuer to BIS for reporting purposes under the
Securities Exchange Act of 1934 and BIS and USRH became a wholly-owned
subsidiaries of the Company. USRH is an on-going business. The parties
contemplate that USRH will be spun off as a separate entity in the near future
for appropriate consideration.

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

On January 2, 2002, Technol Fuel Conditioners, Inc. ("Technol"), a private New
Jersey corporation, agreed to recapitalize with both the Company and USR
Holdings Co. ("USRH"), a company that was trading on the Pink Sheet Exchange. At
this date, Technol became a wholly-owned subsidiary of the Company and USRH was
spun off to USRH's former majority shareholder. To accommodate this
recapitalization, (a) 319,137 shares were redistributed from certain Technol
shareholders to three new shareholders and accounted for as shares issued for
services rendered in 2002 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 the Company and accounted for as a stock split, (c) former
USRH shareholders were issued 1,408,470 shares in the Company, (d) existing
Company shareholders were reduced via a reverse stock split to 200,000 shares,
(e) Technol Funding Group individuals and entities were issued 6,553,530 shares
for services in connection with the recapitalization and (f) 253,000 shares were
issued under a private placement memorandum for $126,500 in cash contributed to
Technol in 2002. Immediately after the merger the Company's name was changed to
Technol Fuel Conditioners, Inc.

RESULTS OF OPERATIONS:
----------------------

FISCAL YEAR 2004 VERSUS FISCAL YEAR 2003

During the twelve months ending December 31, 2004 ("Fiscal 2004"), the Company
recorded revenues of $305,294.72 from business operations during the period.
This compares to the twelve months ending December 31, 2003 ("Fiscal 2003") when
the Company recorded revenues of $298,967.00. During Fiscal 2004, the Company
incurred $105,826 in Cost of Sales which resulted in a gross margin of about 65%
compared to Fiscal 2003 when Cost of Sales were $151,796 which resulted in a
gross margin of 49%. The increased gross margin during Fiscal 2004 was the
result of the Company's lower level in overall operations.

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During Fiscal 2004 the Company had $420,858 in Selling, General and
administrative expenses which represented 138% of the Company's sales revenues
during Fiscal 2004. This represented an increase of over 159% from the $162,401
the Company incurred for Selling, general and administrative expenses during
Fiscal 2003. The increased Selling, general, and administrative expenses
incurred during Fiscal 2004 were primarily the result of the administrative
expenses incurred during that period.

The Company also incurred Interest expense (net) of $73,251 during Fiscal 2004
compared to $84,235 in Interest expense (net) during Fiscal 2003. The reduced
level of Interest expense (net) was due primarily to the Company's efforts to
reduce and better manage its financing costs during Fiscal 2004.

As a result, during Fiscal 2004, the Company incurred a Net Loss of ($294,640)
or a Basic and diluted loss per common share of ($0.01) compared to Net Loss of
($99,465) or a Basic and diluted loss per common share of ($99,465) during
Fiscal 2003.

LIQUIDITY AND CAPITAL RESOURCES

During Fiscal 2004, the Company lacked liquidity and access to any significant
and continuing source of capital or financing needed to support its corporate
existence. The Company was dependent upon the willingness of a few stockholders
who provided funds to the Company under a loan in one case and, in another case,
under a line of credit from a related party. These arrangements were undertaken
to meet the Company's obligations as a corporate entity.

IMPACT OF INFLATION

Inflation has not had a significant effect on the Company's operation during the
two years ending December 31, 2004.

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 is exchangeable 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 Jersey) being assumed by the

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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 ("AEG") 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, AEG 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, AEG 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, AEG 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.

AEG 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 AEG 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. AEG'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). AEG 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. AEG'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.

AEG has organized an international energy fund that specializes in direct and
indirect investments in oil and gas assets. The company will derive its income
from retaining 20% of the fund's 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.

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ITEM 6C. ALLIED MANAGEMENT

                EXECUTIVE MANAGEMENT OF ALLIED SYNDICATIONS, INC.

   RICHARD P. UNDERWOOD, PRESIDENT

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.

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                           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 Energy Group.

   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
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.

                                       12

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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

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   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.

                                       14

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                         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
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

                                       15

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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
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.

                                       16

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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.

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, 2004, 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.

                                       17

<PAGE>

                                    PART III

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

As of December 31, 2004, the Company's Directors and Officers were as follows:

      Name                 Age           Positions and Offices Held
----------------           ---      ------------------------------------
Melvin E. Hooper           54       President & Chief Executive Officer
Odette Lichtman            51       Secretary-Treasurer & Vice President
Barry Sprague              55       Vice-President

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

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

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

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

                                       18

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

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

                           SUMMARY COMPENSATION TABLE

During the fiscal year ending December 31, 2004, the Company's Board of
Directors authorized the compensation of its officers with the following cash
salaries:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                               Annual Compensation              Long-Term Compensation
                        --------------------------------   ---------------------------------
                                                                  Awards       Payouts
                                                           ---------------------------------
                                                           Restricted   Securities
                                                Other        Stock      Underlying
  Name and                                     Annual        Awards      Options/      LTIP      All Other
 Principal              Salary     Bonus    Compensation      (s)          SARs      Payouts   Compensation
 Position        Year     ($)       ($)         ($)           ($)          (#)         ($)         ($)
   (a)           (b)      (c)       (d)         (e)           (f)          (g)         (h)         (i)
-----------------------------------------------------------------------------------------------------------
<S>              <C>    <C>       <C>          <C>           <C>            <C>      <C>          <C>
Melvin E.        2002   $39,000   $     0      $    0        $    0         0        $     0      $    0
Hooper           2003   $41,000   $ 2,500      $    0        $    0         0        $     0      $    0
President, CEO   2004   $42,000   $ 1,000      $    0        $    0         0        $     0      $    0
-----------------------------------------------------------------------------------------------------------
Odette           2002   $ 6,500   $     0      $    0        $    0         0        $     0      $    0
Lichtman,        2003   $ 5,500   $     0      $    0        $    0         0        $     0      $    0
V.P. Finance,    2004   $11,500   $     0      $    0        $    0         0        $     0      $    0
Secretary

All Directors    2002   $45,500   $     0      $    0        $    0         0        $     0      $    0
as a Group       2003   $46,500   $ 2,500      $    0        $    0         0        $     0      $    0
(2 persons)      2004   $53,500   $ 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.

                                       19

<PAGE>

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 reimbursement 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.

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, 2004, 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.

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

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

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

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

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

(1) Based upon 19,675,000 outstanding shares of Common Stock.

(2) Mark Lichtman and Frederick K. Moss have been the principal financiers of
Technol Fuel Conditioners, Inc. since its inception. (3) The 1,950,000 shares
issued to the Technol Funding Group are being held in escrow in accordance to a
Funding Agreement which was entered into on March 22, 2001. Frederick K. Moss
died in 2004 and his shares are being purchased by Mark Lichtman.

(4) Mark Lichtman, who is a principal shareholder is the husband of Odette
Lichtman, Secretary-Treasurer & Sr. Vice President-Finances. Between them they
own 5,577,246 or, 28% of the total issued and outstanding Common Stock. With the
acquisition of the Frederick K. Moss shares, Mark Lichtman will directly own
9,283,069 shares.

As a group, the officers and directors own a total of 365,550 or, approximately
1.9% of the total issued and outstanding Common Stock as of December 31, 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

N/A

                                       20

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

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

  23.1      Consent of Jewett, Schwartz & Associates

  31.1      Certification

  31.2      Certification

  32.1      Certification

  32.2      Certification

REPORTS ON FORM 8-K

(b)   Reports on Form 8-K filed during 2004.

            None.

                                       21

<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/ Richard P. Underwood                              Date: December 5, 2005
    ------------------------
Richard P. Underwood
Chief Executive Officer, President
& Chairman of the Board

      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/ Richard P. Underwood                              Date: December 5, 2005
    ------------------------
Richard P. Underwood
Chief Executive Officer, President
& Chairman of the Board

                                       22

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 and 2003

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 and 2003

                                TABLE OF CONTENTS

                                                                         Page

Report of Independent Registered Public Accounting Firm               F-2

Balance Sheets                                                        F-3

Statements of Operations                                              F-4

Statements of Changes in Stockholders' Deficit                        F-5

Statements of Cash Flows                                              F-6

Notes to Financial Statements                                         F-7 - F-12

                                       F-1

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the board of directors and shareholders of
  Technol Fuel Conditioners, Inc.

We have audited the accompanying balance sheet of Technol Fuel Conditioners,
Inc. as of December 31, 2004 and the related consolidated statements of
operations, changes in stockholders' deficit and cash flows for the year then
ended. 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 did not audit the financial statements of
Technol Fuel Conditioners, Inc. for the year ended December 31, 2003. The
financial statements of Technol Fuel Conditioners as of and for the year ended
December 31, 2003 were audited by other auditors whose report dated April 5,
2004, expressed an unqualified opinion on those statements.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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.
as of December 31, 2004 and the results of its operations and its cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that Technol
will continue as a going concern. As discussed in Note 3 to the financial
statements, Technol has suffered recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters also are
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Jewett, Schwartz & Associates

Hollywood, Florida
October 7, 2005

                                       F-2

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     2004           2003
                                                                  -----------    -----------
<S>                                                               <C>            <C>
                       ASSETS

CURRENT ASSETS
Cash and cash equivalents                                         $         -    $     2,090
Accounts receivable, net                                               46,732         78,855
Inventory, net                                                         13,292            776
Prepaid expenses and other current assets                                 410            410
                                                                  -----------    -----------
Total Current Assets                                                   60,434         82,131

Fixed Assets, net                                                       2,710              -

                                                                  -----------    -----------
Total Assets                                                      $    63,144    $    82,131
                                                                  ===========    ===========

        LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Cash overdraft                                                    $       211    $         -
Accounts payable                                                       30,418         21,762
Accrued liabilities                                                   326,340        267,133
Line of credit from related party                                     350,530        182,880
Loans payable to stockholder                                          843,220        803,291
                                                                  -----------    -----------

Total Liabilities                                                   1,550,719      1,275,066
                                                                  -----------    -----------

STOCKHOLDERS' DEFICIT
Common Stock, 700,000,000 shares authorized at $.001 par
   value; 19,675,000 shares issued and outstanding                     19,675         19,675
Additional paid-in capital                                            528,625        528,625
Accumulated deficit                                                (2,035,875)    (1,741,235)
                                                                  -----------    -----------
Total Stockholders' Deficit                                        (1,487,575)    (1,192,935)
                                                                  -----------    -----------

Total Liabilities & Stockholders' Deficit                         $    63,144    $    82,131
                                                                  ===========    ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-3

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                            STATEMENTS OF OPERATIONS
                 For the years ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                      2004            2003
                                                                  ------------    ------------
<S>                                                               <C>             <C>
REVENUES                                                          $    305,295    $    298,967

COST OF SALES                                                          105,826         151,796
                                                                  ------------    ------------

GROSS MARGIN                                                           199,469         147,171

Selling, general and administrative                                    420,858         162,401
                                                                  ------------    ------------

   Loss from operations                                               (221,389)        (15,230)

   Interest expense, net                                               (73,251)        (84,235)
                                                                  ------------    ------------

NET LOSS                                                          $   (294,640)   $    (99,465)
                                                                  ============    ============

Basic and diluted loss per common share                           $      (0.01)   $      (0.01)
                                                                  ============    ============

Weighted average shares outstanding - basic and diluted             19,675,000      19,675,000
                                                                  ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-4

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                             Common Stock
                                     700,000,000 shares authorized      Additional     Accumulated
                                       Shares     $0.001 par value   Paid-in Capital     Deficit       Total
                                     --------------------------------------------------------------------------
<S>                                  <C>          <C>                <C>               <C>           <C>
Balance - December 31, 2002          19,675,000             19,675           528,625    (1,641,770)  (1,093,470)

Net loss                                      -                  -                 -       (99,465)     (99,465)
                                     ----------   ----------------   ---------------   -----------   ----------

Balance - December 31, 2003          19,675,000             19,675           528,625    (1,741,235)  (1,192,935)

Net loss                                      -                  -                 -      (294,640)    (294,640)
                                     ----------   ----------------   ---------------   -----------   ----------

Balance - December 31, 2004          19,675,000             19,675           528,625    (2,035,875)  (1,487,575)
                                     ==========   ================   ===============   ===========   ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-5

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    For the twelve months ended December 31,

<TABLE>
<CAPTION>
                                                           2004         2003
                                                         ---------    ---------
<S>                                                      <C>          <C>
Cash Flows from Operating Activities:
Net loss                                                 $(294,640)   $ (99,465)
Adjustments to reconcile net loss to net cash
  used by operating activities:
    Depreciation and amortization                              432            -
Changes in operating assets and liabilities:
    Accounts receivable                                     32,123      (38,349)
    Inventory                                              (12,516)      16,820
    Accounts payable and accrued expenses                   68,074       54,522
                                                         ---------    ---------

Net cash used in operating activities                     (206,527)     (66,472)
                                                         ---------    ---------

Cash Flows from Investing Activities:
    Purchases of property and equipment                     (3,142)           -
                                                         ---------    ---------

Net cash used in investing activities                       (3,142)           -
                                                         ---------    ---------

Cash Flows from Financing Activities:
    Proceeds from notes to stockholders                    207,579       57,714
    Payments on notes to stockholders                            -         (221)
                                                         ---------    ---------

Net cash provided by financing activities                  207,579       57,493
                                                         ---------    ---------

Net decrease in cash and cash equivalents                   (2,090)      (8,979)

Cash and cash equivalents, beginning of year                 2,090       11,069
                                                         ---------    ---------

Cash and cash equivalents, end of year                   $       -    $   2,090
                                                         =========    =========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-6

<PAGE>

NOTE 1 - BACKGROUND

Overview
--------

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.

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates
----------------

The preparation of financial statements in accordance 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 and disclosures at the date of the financial statements and during
the reporting period. Accordingly, actual results could differ from those
estimates.

Cash and Cash Equivalents
-------------------------

Technol considers all highly liquid investments with maturity of three months of
less at the date of purchase to be cash equivalents include repurchase
agreements collateralized by U.S. government securities and certificates of
deposit.

                                       F-7

<PAGE>

Revenue Recognition
-------------------

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

Allowance for doubtful accounts
-------------------------------

Bad debt expense is recognized based on management's estimate of likely losses
per year, based on past experience and an estimate of current year uncollectible
amounts. There was no allowance at December 31, 2004.

Inventory
---------

Inventory is stated at the lower of cost or market. Cost is determined by the
first-in, first-out (FIFO) method. An allowance of $14,200 has been recorded as
of December 31, 2004.

Property and Equipment
----------------------

Property and equipment are recorded at cost. Depreciation is recorded over
estimated useful lives of the respective assets on a straight-line basis.

Advertising costs
-----------------

Advertising costs are expensed as incurred. For the years ended December 31,
2004 and 2003, advertising costs aggregated approximately $23,100 and $18,650.

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.

Income taxes
------------

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

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

Recent Accounting Pronouncements
--------------------------------

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

                                       F-8

<PAGE>

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, 2004, the Company determined that EITF 03-01
had no impact on its consolidated 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.
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 2004.

Inventory Pricing

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("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 123(R)") 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 123(R) replaces SFAS 123 and is effective as of the first interim period
beginning after June 15, 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 123(R) will
have no material impact to the financial statements.

                                       F-9

<PAGE>

NOTE 3 - GOING CONCERN

As shown in the accompanying financial statements, Technol has incurred net
losses of $294,640 and $99,465 during the years ended December 31, 2004 and
2003, respectively and has a negative working capital of $1,487,575 as of
December 31, 2004. These conditions create an uncertainty as to Technol's
ability to continue as a going concern. Management is trying to reduce expenses
and increase marketing efforts. The financial statements do no include any
adjustments that might be necessary if Technol is unable to continue as a going
concern.

NOTE 4 - FIXED ASSETS

Property and equipment are sated at cost. Major classifications of fixed assets
are summarized below for 2004 and 2003:

                                                             2004         2003

               Office Equipment                            $ 3,142      $     -
               Less: Accumulated Depreciation                 (432)
                                                           -------      -------
                                                           $ 2,710      $     -
                                                           =======      =======

NOTE 5 - LINE OF CREDIT FROM A RELATED PARTY

A stockholder allows Technol to use their personal line of credit and make the
required principal and interest payments on their behalf. The balance of the
line of credit is $350,530 and $182,880 for the years ended 2004 and 2003,
respectively.

NOTE 6 - LOANS PAYABLE TO STOCKHOLDERS

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

NOTE 7 - INCOME TAXES

The provision (benefit) for income taxes from continued operations for the years
ended December 31, 2004 and 2003 consist of the following:

                                                           2004          2003
                                                         ---------    ---------
               Current:
                  Federal                                $       -    $       -
                  State                                          -            -
                                                         ---------    ---------

               Benefit from increase in valuation
                   allowance                              (117,856)     (39,786)
               Benefits of operating loss carryforwards    117,856       39,786
                                                         ---------    ---------

               Provision (benefit) from income taxes     $       -    $       -
                                                         =========    =========

                                      F-10

<PAGE>

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

                                                           2004          2003
                                                         ---------    ---------
               Net operating loss-carryforwards
                  expiring between 2021-2024             $ 603,442    $ 308,802
               Depreciation and amortization                     -            -
               Other                                             -            -
                                                         ---------    ---------

                        Deferred income tax asset        $ 603,442    $ 308,802
                                                         =========    =========

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

                                                            2004         2003
                                                         ---------    ---------
               Deferred tax assets
                        Current                                  -            -
                        Non-current                      $ 603,442    $ 308,802

               Less valuation allowance                   (603,442)    (308,802)
                                                         ---------    ---------

                        Net deferred income tax asset    $       -    $       -
                                                         =========    =========

Until the merger on January 2, 2002, Technol elected subchapter S treatment for
tax purpose and all losses through that date passed to the individual
shareholders. Effective January 2, 2002, Technol is taxed as a C Corporation
during which time the net operating losses noted above were generated.

NOTE 8 - COMMITMENTS

Technol leases its office under an operating lease through January 31, 2005. The
monthly rental payments are $960. Rent expense under the lease was $12,113 and
$10,415 for the periods ended December 31, 2004 and 2003.

NOTE 9 - MAJOR CUSTOMERS

Technol had four customers that accounted for 77% and 71% of net sales during
2004 and 2003.

NOTE 10 - MAJOR VENDORS

Technol had one vendor that accounted for 80% and 93% of net purchases during
2004 and 2003.

                                      F-11

<PAGE>

NOTE 11 - SUBSEQUENT EVENTS

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


















                                      F-12