UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------

                                    FORM 10Q
                                -----------------
(Mark One)
 [ X ]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2014

[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
            ACT
            For the transition period from __________ to ___________

                       Commission file number: 333-191164

                                   FUELS, INC.
                                   -----------
             (Exact name of registrant as specified in its charter)

         Wyoming                                         83-0326780
         -------                                         ----------
(State of Incorporation)                            (IRS Employer ID Number)

                       P.O. Box 917, Casper, Wyoming 82602
                       -----------------------------------
                    (Address of principal executive offices)

                                  307-472-3000
                                  ------------
                         (Registrant's Telephone number)


            (Former Address and phone of principal executive offices)

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

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted  pursuant to Rule 405 for Regulation S-T  (ss.232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X ] No [ ]



<PAGE>



Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer    [  ]
Accelerated filer [  ]
Non-accelerated filer      [  ]
Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of May 12, 2014, there were 3,220,000 shares of the registrant's common stock
issued and outstanding.




<PAGE>
<TABLE>
<CAPTION>
<S>                                                                             <C>



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)
                                                                                 Page
                                                                                 ----

                  Balance Sheets - March 31, 2014 and December 31, 2013             1

                  Statements of Operations  -
                           For Three Months Ended March 31, 2014 and 2013           2

                  Statements of Changes in Shareholders' Equity -
                            For the Three Months Ended March 31, 2014               3-4

                  Statements of Cash Flows -
                           For the Three Months Ended March 31, 2014 and 2013       5

                  Notes to the Financial Statements                                 6

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                        11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
                           - Not Applicable                                        14

Item 4.  Controls and Procedures                                                   15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable                                        16

Item 1A.  Risk Factors -  Not Applicable                                           16

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds               16

Item 3.  Defaults Upon Senior Securities - Not Applicable                          16

Item 4.  Mine Safety Disclosure - Not Applicable                                   16

Item 5.  Other Information - Not Applicable                                        16

Item 6.  Exhibits                                                                  17
SIGNATURES                                                                         18

</TABLE>

<PAGE>






                                     PART I

ITEM 1. FINANCIAL STATEMENTS


<PAGE>



<TABLE>
<CAPTION>

                                   FUELS, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<S>                                                                             <C>



                                                                          March 31,        December 31,
                                                                            2014              2013
                                                                        --------------   ---------------
                                                                         (Unaudited)       (Audited)
Assets
        Current Assets:
               Cash                                                               $ -               $ -
                                                                        --------------   ---------------
        Total Current Assets                                                        -                 -
                                                                        --------------   ---------------
        Other assets:
               Farmout Agreement                                                2,500             2,500
                                                                        --------------   ---------------
        Total Other Assets                                                      2,500             2,500
                                                                        --------------   ---------------

Total Assets                                                                  $ 2,500           $ 2,500
                                                                        ==============   ===============

Liabilities and Stockholders' Deficit
        Current liabilities
               Accounts payable                                                   $ -               $ -
                                                                        --------------   ---------------
        Total Current Liabilities                                                   -                 -

Stockholders' Equity
        Common stock, $0.001 par value; 50,000,000 shares authorized,  3,220,000
          and 720,000 shares issued and outstanding
          at March 31, 2014 and December 31, 2013, respectively                 3,220             3,220
        Additional paid-in capital                                              9,780             1,380
        Deficit accumulated during the development stage                      (10,500)           (2,100)
                                                                        --------------   ---------------
               Total Stockholders' Equity                                       2,500             2,500
                                                                        --------------   ---------------
Total liabilities and stockholders' equity                                    $ 2,500           $ 2,500
                                                                        ==============   ===============

See the notes to these financial statements.

</TABLE>

                                       1
<PAGE>
<TABLE>
<CAPTION>



                                   FUELS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<S>                                                                             <C>


                                                       For the Three Months Ended               May 25, 1999
                                                                March 31,                      (Inception) to
                                                        2014                 2013              March 31, 2014
                                                  -----------------    -----------------   ------------------------

Revenue:                                                       $ -                  $ -                        $ -
                                                  -----------------    -----------------   ------------------------
Operational expenses:
         General and Administrative Expenses                     -                    -                        600
         Accounting Fees                                     8,400                    -                      9,800
         Filing Fees                                             -                    -                        100
                                                  -----------------    -----------------   ------------------------

                Total operational expenses                   8,400                    -                     10,500
                                                  -----------------    -----------------   ------------------------

Net income (Loss)                                         $ (8,400)                 $ -                  $ (10,500)
                                                  =================    =================   ========================
Per share information

Net income (loss) per common share
         Basic                                            $      *         $          *
         Fully diluted                                           *                    *
                                                  -----------------    -----------------

Weighted average number of common
         stock outstanding                               3,220,000              720,000
                                                  -----------------    -----------------
         * Less than $(0.01) per share.


See the notes to these financial statements.


</TABLE>

                                       2

<PAGE>
<TABLE>
<CAPTION>


                                   FUELS, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDER'S EQUITY
              FROM MAY 25, 1999 (Inception) THROUGH MARCH 31, 2014
<S>                                                                             <C>


                                                                                                  Deficit accum
                                                                                   Additional       During
                                                     Common Stock                   paid-in        Development
                                                   Number of shares    Amount       Capital         Stage          Totals
                                                   ---------------   -----------   -----------   -------------   ------------

Issuance of common stock for cash                         720,000         $ 720       $ 1,380             $ -        $ 2,100
Net loss                                                        -             -             -          (1,510)        (1,510)
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 1999                               720,000           720         1,380          (1,510)           590
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -            (590)          (590)
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2000                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2001                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   -----------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2002                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2003                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2004                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2005                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2006                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2007                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2008                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -

See the notes to these financial statements.


</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>


                                   FUELS, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDER'S EQUITY
              FROM MAY 25, 1999 (Inception) THROUGH MARCH 31, 2014

(continued)

<S>                                                                             <C>


                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2009                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2010                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2011                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2012                               720,000           720         1,380          (2,100)             -
                                                   ---------------   -----------   -----------   -------------   ------------
Issuance of shares for oil and gas lease                2,500,000         2,500             -               -          2,500
Net loss                                                        -             -             -               -              -
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - December 31, 2013                             3,220,000         3,220         1,380          (2,100)         2,500
                                                   ---------------   -----------   -----------   -------------   ------------
Stockholder capital contribution                                -             -         8,400               -          8,400
Net loss                                                        -             -             -          (8,400)        (8,400)
                                                   ---------------   -----------   -----------   -------------   ------------
Balance - March 31, 2014                                3,220,000         3,220       $ 9,780       $ (10,500)       $ 2,500
                                                   ===============   ===========   ===========   =============   ============

See the notes to these financial statements.


</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>


                                   FUELS, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited
<S>                                                                             <C>

                                                                                                           May 25, 1999
                                                                         For the Three Months Ended       (Inception) to
                                                                                 March 31,                   March 31,
                                                                          2014             2013                2014
                                                                      --------------   --------------   -------------------
Cash Flows from Operating Activities:
        Net Loss                                                           $ (8,400)             $ -             $ (10,500)

Adjustments to reconcile net loss to net cash used
     in operating activities:
                                                                                  -                -                     -
                                                                      --------------   --------------   -------------------
Net Cash Used by Operating Activities                                        (8,400)               -               (10,500)
                                                                      --------------   --------------   -------------------
Net Cash Used in Investing Activities                                             -                -                     -
                                                                      --------------   --------------   -------------------
Cash Flows from Financing Activities:
        Capital Contribution from Stockholder                                 8,400                -                 8,400
        Proceeds from sale of common stock                                        -                -                 2,100
                                                                      --------------   --------------   -------------------

Net Cash Provided by Financing Activities                                     8,400                -                10,500
                                                                      --------------   --------------   -------------------
Net Increase (decrease) in Cash                                                   -                -                     -

Cash and Cash Equivalents - Beginning of Period                                   -                -                     -
                                                                      --------------   --------------   -------------------

Cash and Cash Equivalents - End of Period                                       $ -              $ -                   $ -
                                                                      ==============   ==============   ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
        Cash paid for interest expense                                          $ -                -                   $ -
                                                                      ==============   ==============   ===================
        Cash paid for income taxes                                              $ -                -                   $ -
                                                                      ==============   ==============   ===================
SUPPLEMENTAL DISCLOSURE OF NON-CASH
        INVESTING ACTIVITIES:
        Issuance of common shares for farmout agreement                         $ -                -               $ 2,500
                                                                      ==============   ==============   ===================

See the notes to these financial statements.


</TABLE>

                                       5

<PAGE>



                                   FUELS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
               For the Three Months Ended March 31, 2014 and 2013
                                   (Unaudited)

NOTE 1 - BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business

Fuels,  Inc. ("the  Company") was  incorporated  in May 25, 1999 in the state of
Wyoming.  The Company  was  originally  incorporated  for the purpose of general
investing.  Due to an  inability  to raise  adequate  financing  the Company was
forced to cease operations in 2000.

The  Company's  fiscal  year  end is  December  31st.  The  Company's  financial
statements are presented on the accrual basis of accounting.

Basis of Presentation

Development Stage Company

The  Company  has not  earned  significant  revenues  from  planned  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development Stage Company",  as set forth in Statement of Financial  Accounting
Standards No. 7 ("SFAS").  Among the disclosures required by SFAS No. 7 are that
the Company's financial statements of operations,  stockholders' equity and cash
flows disclose activity since the date of the Company's inception.

NOTE 2 - GOING CONCERN AND MANAGEMENT'S PLAN

The  Company's  financial  statements  for the three months ended March 31, 2014
have been prepared on a going concern basis,  which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business.  The Company reported an accumulated deficit of $10,500 as of March
31, 2014. The Company did not recognize  revenues from its activities during the
three months  ended March 31, 2014 and 2014 nor during the years ended  December
31, 2013 and 2012.  These  factors raise  substantial  doubt about the Company's
ability to continue as a going concern.

The Company is currently  addressing its liquidity issues by seeking  investment
capital  through  private  placement of common  stock  and/or debt.  The Company
intends to use any funds raised to support its efforts in assessing  its farmout
prospect for oil and gas and exploration.

                                       6

<PAGE>





NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.

Oil and Gas Properties, Full Cost Method

The Company uses the full cost method of  accounting  for oil and gas  producing
activities.  Costs to acquire mineral  interests in oil and gas  properties,  to
drill and equip exploratory wells used to find proved reserves, and to drill and
equip  development  wells including  directly related overhead costs and related
asset retirement costs are capitalized.

Under this method,  all costs,  including  internal  costs  directly  related to
acquisition,  exploration and development  activities are capitalized as oil and
gas  property  costs.   Properties  not  subject  to  amortization   consist  of
exploration and development costs which are evaluated on a  property-by-property
basis.  Amortization of these unproved property costs begins when the properties
become  proved  or their  values  become  impaired.  The  Company  assesses  the
realization  of unproved  properties,  taken as a whole,  if any, on at least an
annual basis or when there has been an indication  that  impairment in value may
have  occurred.   Impairment  of  unproved   properties  is  assessed  based  on
management's  intention  with regard to future  exploration  and  development of
individually  significant  properties  and the  ability of the Company to obtain
funds  to  finance  such  exploration  and  development.  If the  results  of an
assessment  indicate  that  the  properties  are  impaired,  the  amount  of the
impairment is added to the capitalized costs to be amortized.

Costs of oil and gas properties  will be amortized using the units of production
method.

                                       7
<PAGE>




In applying the full cost method,  the Company will perform an  impairment  test
(ceiling  test) at each reporting  date,  whereby the carrying value of property
and  equipment  is  compared  to the  "estimated  present  value," of its proved
reserves discounted at a 10-percent interest rate of future net revenues,  based
on current  economic and operating  conditions,  plus the cost of properties not
being  amortized,  plus the  lower  of cost or fair  market  value  of  unproved
properties  included  in costs  being  amortized,  less the income  tax  effects
related to book and tax basis  differences  of the  properties.  If  capitalized
costs exceed this limit, the excess is charged as an impairment expense.

Net Loss per Share

Basic  net  loss  per  common  share  is  calculated  by  dividing  the net loss
applicable to common shares by the weighted  average number of common and common
equivalent shares  outstanding  during the period.  For the years ended December
31, 2013 and 2012, there were no potential common  equivalent shares used in the
calculation of weighted average common shares outstanding as the effect would be
anti-dilutive because of the net loss.

Stock-Based Compensation

The Company adopted the provisions of and accounts for stock-based  compensation
using an estimate of value in accordance  with the fair value method.  Under the
fair value recognition  provisions of this statement,  stock-based  compensation
cost is  measured  at the grant date based on the fair value of the award and is
recognized  as  expense on a  straight-line  basis  over the  requisite  service
period,  which  generally  is  the  vesting  period.  The  Company  elected  the
modified-prospective  method,  under  which  prior  periods  are not revised for
comparative  purposes.  The valuation method applies to new grants and to grants
that were outstanding as of the effective date and are subsequently modified.

Fair Value of Financial Instruments

The carrying amount of accounts  payable is considered to be  representative  of
respective  fair  values  because of the  short-term  nature of these  financial
instruments.

Other Comprehensive Income

The Company has no material components of other comprehensive  income (loss) and
accordingly, net loss is equal to comprehensive loss in all periods.

                                       8
<PAGE>




Income Taxes

Provision for income taxes represents actual or estimated amounts payable on tax
return filings each year.  Deferred tax assets and  liabilities are recorded for
the estimated future tax effects of temporary  differences between the tax basis
of assets and  liabilities  and  amounts  reported in the  accompanying  balance
sheets,  and for  operating  loss and tax credit carry  forwards.  The change in
deferred  tax assets and  liabilities  for the period  measures the deferred tax
provision  or benefit for the period.  Effects of changes in enacted tax laws on
deferred  tax assets and  liabilities  are  reflected as  adjustment  to the tax
provision or benefit in the period of enactment.

Recent Accounting Pronouncements

There were  accounting  standards  and  interpretations  issued during the three
months  ended  March 31,  2014,  none of which are  expected  to have a material
impact on the Company's financial position, operations or cash flows.

NOTE 4 - OTHER ASSETS

In February 2013, the Company issued 2,500,000  shares of its restricted  common
stock to an unrelated third party in exchange as part of an Assignment on an oil
and gas lease  located in Natrona  County,  Wyoming.  The shares  were valued at
$2,500  at the  time of the  transaction  ($0.001  per  share).  The  Assignment
provides for the Company to retain 82.5% of the working interest.

NOTE 5 - STOCKHOLDERS' EQUITY

The authorized capital stock of the Company is 50,000,000 shares of common stock
with a $0.001 par value. At March 31, 2014, the Company had 3,220,000  shares of
its common stock issued and outstanding. The Company does not have any preferred
shares issued or authorized.

During the three months ended March 31, 2014, a stockholder  of the Company paid
$8,400 on behalf of the  Company  to pay for its  audit.  Such  funds  have been
treated as a capital contribution with additional paid in capital being credited
accordingly.

During the year ended December 31, 2013, the Company issued  2,500,000 shares of
its restricted common stock as part of an assignment for 82.5% interest in a oil
and gas lease in Natrona  County,  Wyoming.  The shares were valued at $2,500 or
$0.001 per share (par value).

                                       9
<PAGE>





NOTE 6 - INCOME TAXES

The Company is subject to domestic income taxes.  The Company has had no income,
and therefore has paid no income tax.

Deferred income taxes arise from temporary timing differences in the recognition
of income and expenses for financial  reporting and tax purposes.  The Company's
deferred  tax assets  consist  entirely of the benefit from net  operating  loss
(NOL)  carry-forwards.  The  Company's  deferred  tax  assets  are  offset  by a
valuation  allowance  due  to the  uncertainty  of the  realization  of the  NOL
carry-forwards. NOL carry-forwards may be further limited by a change in company
ownership and other provisions of the tax laws.

The Company's deferred tax assets,  valuation allowance, and change in valuation
allowance are as follows:

                           Estimated NOL
                           Carry-forward      Valuation     Net Tax
      Period Ending           benefit         Allowance     Benefit
-----------------------------------------------------------------------
     March 31, 2014            $ 8,400        (8,400)            -
    December 31, 2013            $ -             -               -


NOTE 7 - SUBSEQUENT EVENTS:

The Company has evaluated it activities subsequent to March 31, 2014 and through
the  issuance  of  the  financial  statements  and  found  no  other  reportable
subsequent events.

                                       10

<PAGE>




ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2013,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

PLAN OF OPERATIONS
------------------

We had no operations  prior to 2011 and we did not have any revenues  during the
years ended  December 31, 2013 and 2012.  We did not  recognize  any revenues or
income  during the three months ended March 31, 2014.  We have minimal  capital,
moderate cash and only our intangible assets which consist of our business plan,
relationships  and  contacts.  We are  illiquid  and need  cash  infusions  from
investors or shareholders to provide capital, or loans from any sources, none of
which have been arranged nor assured.

Our plan of operations is as follows:


<TABLE>
<CAPTION>
<S>                                                                             <C>

Milestones

           2nd Quarter 2014                 Permit & Drilling Syndication; Seeking Other Prospects

           3rd Quarter 2014                 Permit & Drilling Syndication; Seeking Additional Capital for
                                            Company;

           4th Quarter 2014                 Permit & Drilling Syndication; Seeking Additional Capital
                                            Begin Drilling Operations
</TABLE>

Our Budget for operations in next year is as follows:

<TABLE>
<CAPTION>
<S>                                                                             <C>

                                                                                      Maximum
                                                                                      -------
Geological evaluation of lease expenses and acquire leases                                           $25,000
General and administrative expenses                                                                  $25,000
Working Capital for costs of assessment, drilling permits,
     syndication and consultants                                                                     $75,000
                                                                       --------------------------------------
                                                                                                    $125,000
</TABLE>

                                       11

<PAGE>




We will need substantial  additional capital to support our proposed future Item
2 operations.  We have no revenues. We have no committed source for any funds as
of date here. No  representation  is made that any funds will be available  when
needed.  In the event funds cannot be raised when needed,  we may not be able to
carry out our business  plan,  may never  achieve sales or royalty  income,  and
could  fail in  business  as a result  of these  uncertainties.  If our  initial
prospect appears  uneconomical  after evaluation we will seek other prospects it
the area to acquire or farm into.

Decisions  regarding future  participation  in exploration  wells or geophysical
studies or other activities will be made on a case-by-case basis. We may, in any
particular   case,   decide  to   participate  or  decline   participation.   If
participating,  we may pay our  proportionate  share of costs  to  maintain  our
proportionate  interest  through  cash  flow  or debt or  equity  financing.  If
participation  is  declined,  we may  elect  to  farmout,  non-consent,  sell or
otherwise  negotiate  a  method  of cost  sharing  in  order  to  maintain  some
continuing interest in the prospect.

We are proposing an offering of  convertible  promissory  notes in the Spring of
2014 to raise $125,000.  The convertible promissory notes are expected to have a
6%  interest  rate to  commence  in the Spring of 2014 to support our efforts in
assessing  our  prospect  for  oil  and gas  and  exploration.  The  convertible
promissory notes are expected to have a term of 1 to 2 years. We cannot make any
assurances that we will be able to raise such funds or any additional funds that
may be needed.

We many also consider a private placement of our restricted common stock, if the
market  conditions  allow at the time.  No price,  schedule or terms for such an
offering  has been  determined  at this  time.  We expect  to expend  funds on a
quarterly basis, as follows:

1st Quarter 2014                                                $35,000
2nd Quarter 2014                                                 35,000
3rd Quarter 2014                                                 40,000
4th Quarter 2014                                                 20,000
                                                    --------------------
Total                                                          $125,000


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

For the Three  Months  Ended March 31, 2014  Compared to the Three  Months Ended
March 31, 2013

During the three months ended March 31, 2014 and 2013,  we did not have revenues
to our lack of operations,  as explained above. We don't anticipate  recognizing
revenues from our activities in the near future.

During the three months ended March 31, 2014 we  recognized a net loss of $8,400
compared to $0 for the three  months  ended March 31,  2013.  The  increase  was
wholly a result of the performance of our 2013 audit.

                                       12
<PAGE>





LIQUIDITY
---------

March 31, 2014

We had no cash or other liquid assets at March 31, 2014. Our only asset at March
31, 2014, was our working  interest in the oil and gas lease in Natrona  County,
Wyoming.  We will be reliant upon shareholder loans or private placements of our
equity to fund any kind operations.  We have not secured any sources of loans or
private  placements at this time.  Due to this the Company did not have any cash
flows during the three months ended March 31, 2014 and 2013.

In February 2013, we issued 2,500,000  shares of its restricted  common stock to
an unrelated  third party in exchange as part of an Assignment on an oil and gas
lease located in Natrona  County,  Wyoming.  The shares were valued at $2,500 at
the time of the transaction  ($0.001 per share). The Assignment  provides for us
to retain 82.5% of the working interest.

During the three months ended March 31, 2014, a stockholder  of the Company paid
$8,400 on behalf of the  Company  to pay for its  audit.  Such  funds  have been
treated as a capital contribution with additional paid in capital being credited
accordingly.

Short Term.

On a short-term basis, we do not generate any revenue or revenues  sufficient to
cover operations.  Based on prior history, we will continue to have insufficient
revenue to satisfy current and recurring liabilities as it seeks explore.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.

Capital Resources

We have only common stock as our capital resource.

We have no material  commitments for capital  expenditures within the next year,
however if operations are commenced,  substantial  capital will be needed to pay
for participation, investigation, exploration, acquisition and working capital.

Need for Additional Financing

We do not have capital  sufficient to meet our cash needs.  We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing is likely to increase substantially.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.

Critical Accounting Policies

                                       13
<PAGE>




Oil and Gas Properties, Full Cost Method

The Company uses the full cost method of  accounting  for oil and gas  producing
activities.  Costs to acquire mineral  interests in oil and gas  properties,  to
drill and equip exploratory wells used to find proved reserves, and to drill and
equip  development  wells including  directly related overhead costs and related
asset retirement costs are capitalized.

Under this method,  all costs,  including  internal  costs  directly  related to
acquisition,  exploration and development  activities are capitalized as oil and
gas  property  costs.   Properties  not  subject  to  amortization   consist  of
exploration and development costs which are evaluated on a  property-by-property
basis.  Amortization of these unproved property costs begins when the properties
become  proved  or their  values  become  impaired.  The  Company  assesses  the
realization  of unproved  properties,  taken as a whole,  if any, on at least an
annual basis or when there has been an indication  that  impairment in value may
have  occurred.   Impairment  of  unproved   properties  is  assessed  based  on
management's  intention  with regard to future  exploration  and  development of
individually  significant  properties  and the  ability of the Company to obtain
funds  to  finance  such  exploration  and  development.  If the  results  of an
assessment  indicate  that  the  properties  are  impaired,  the  amount  of the
impairment is added to the capitalized costs to be amortized.

Costs of oil and gas properties  will be amortized using the units of production
method.

In applying the full cost method,  the Company will perform an  impairment  test
(ceiling  test) at each reporting  date,  whereby the carrying value of property
and  equipment  is  compared  to the  "estimated  present  value," of its proved
reserves discounted at a 10-percent interest rate of future net revenues,  based
on current  economic and operating  conditions,  plus the cost of properties not
being  amortized,  plus the  lower  of cost or fair  market  value  of  unproved
properties  included  in costs  being  amortized,  less the income  tax  effects
related to book and tax basis  differences  of the  properties.  If  capitalized
costs exceed this limit, the excess is charged as an impairment expense.

Stock-Based Compensation

The Company adopted the provisions of and accounts for stock-based  compensation
using an estimate of value in accordance  with the fair value method.  Under the
fair value recognition  provisions of this statement,  stock-based  compensation
cost is  measured  at the grant date based on the fair value of the award and is
recognized  as  expense on a  straight-line  basis  over the  requisite  service
period,  which  generally  is  the  vesting  period.  The  Company  elected  the
modified-prospective  method,  under  which  prior  periods  are not revised for
comparative  purposes.  The valuation method applies to new grants and to grants
that were outstanding as of the effective date and are subsequently modified.

Fair Value of Financial Instruments

The carrying amount of accounts  payable is considered to be  representative  of
respective  fair  values  because of the  short-term  nature of these  financial
instruments.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

                                       14
<PAGE>




ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e)  under the  Securities  Exchange Act of
1934,  as amended  (the  "Exchange  Act")) and that are  designed to ensure that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management,  including our Chief Executive Officer and Chief
Financial Officer (Principal Executive Officer and Principal Financial Officer),
as appropriate, to allow for timely decisions regarding required disclosure.

As required  by SEC Rule  15d-15(b),  our Chief  Executive  and Chief  Financial
Officers   carried  out  an  evaluation  under  the  supervision  and  with  the
participation  of  our  management,  of the  effectiveness  of  the  design  and
operation of our  disclosure  controls and  procedures  pursuant to Exchange Act
Rule  15d-14 as of the end of the period  covered by this  report.  Based on the
foregoing  evaluation  and the  evaluation  conducted  at March  31,  2014,  our
management  has concluded  that our  disclosure  controls and procedures are not
effective in timely alerting management them to material information required to
be included in our periodic SEC filings and to ensure that information  required
to be disclosed in our periodic SEC filings is accumulated  and  communicated to
our management, including our Chief Financial Officer, to allow timely decisions
regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management,  consisting of Mr. Smith,  our Chief  Executive  Officer and Mr.
Butler,  our Chief  Financial  Officer,  are responsible  for  establishing  and
maintaining adequate internal control over financial reporting. Internal control
over  financial  reporting,  as  defined  in  Exchange  Act Rule  13a-15(f)  and
15d-15(f),  is a process designed by, or under the supervision of, our principal
executive  and  principal  financial  officers  and  effected  by our  Board  of
Directors,  management  and other  personnel,  to provide  reasonable  assurance
regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial statements for external purposes in accordance with generally accepted
accounting    principles,    based   on   criteria   established   in   Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations  of the  Treadway  Commission  and  includes  those  policies  and
procedures that:

        - Pertain  to the  maintenance  of  records  that in  reasonable  detail
        accurately and fairly reflect the  transactions  and dispositions of our
        assets;

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

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

                                       15
<PAGE>




Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial
reporting as of March 31, 2014.  Based on this assessment,  management  believes
that as of March 31, 2014,  our internal  control  over  financial  reporting is
effective based on those criteria.

This quarterly  report does not include an  attestation  report of the Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the company's
registered  public  accounting  firm  pursuant to temporary  rules of the SEC to
provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes during our last fiscal quarter that  materially  affected,
or are  reasonably  likely to  materially  affect,  our  internal  control  over
financial reporting.



                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 1A.  RISK FACTORS

Not Applicable to Smaller Reporting Companies.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURE.

Not Applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

                                       16
<PAGE>





Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.


<TABLE>
<CAPTION>
<S>                                                                             <C>

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

     Exhibit 31.2   Certification of Treasurer and Principal Accounting Officer pursuant to Section 302 of
                           the Sarbanes-Oxley Act

     Exhibit 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the
                           Sarbanes-Oxley Act

     Exhibit 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the
                           Sarbanes-Oxley Act
</TABLE>

     101.INS      XBRL Instance Document (1)

     101.SCH      XBRL Taxonomy Extension Schema Document (1)

     101.CAL      XBRL Taxonomy Extension Calculation Linkbase Document (1)

     101.DEF      XBRL Taxonomy Extension Definition Linkbase Document (1)

     101.LAB      XBRL Taxonomy Extension Label Linkbase Document (1)

     101.PRE      XBRL Taxonomy Extension Presentation Linkbase Document (1)

     ------------
(1)      Pursuant to Rule 406T of Regulation S-T, this  interactive data file is
         deemed not filed or part of a registration  statement or prospectus for
         purposes of Sections 11 or 12 of the  Securities Act of 1933, is deemed
         not filed for purposes of Section 18 of the Securities  Exchange Act of
         1934, and otherwise is not subject to liability under these sections.

                                       17
<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                                           FUELS, INC.
                                     -------------------------------------------
Dated: May 15, 2014
                                By:  /s/ Roy C. Smith
                                         ---------------------------------------
                                         Roy C. Smith, President and Chief
                                         Executive Officer (Principal Executive
                                         Officer)


                                By:  /s/ Michael R. Butler
                                         ---------------------------------------
                                         Michael R. Butler, Treasurer (Principal
                                         Accounting Officer),  Secretary and
                                         Director


                                       18