================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                  FORM 10-QSB

                                ----------------

                                   (Mark One)

 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
              OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004.

 [_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
            OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM
                        _____________ TO _______________.


                                ----------------

                         TECHNOL FUEL CONDITIONERS, INC.
               (Exact Name of Registrant as Specified in Charter)

                                ----------------


                               Primary Standard Industrial
State of Incorporation         Classification Code Number           22-3084979
----------------------         --------------------------           ----------
       Colorado                           2911                      IRS ID No.



                               2800 Griffin Drive
                          Bowling Green, Kentucky 42101
               --------------------------------------------------
               (Address of Principal Executive Offices, Zip Code)


       Registrant's telephone number, including area code: (800) 330-2535
                                                            --------------


              1 Main street, Ste. 405, Eatontown, New Jersey 07724
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


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]

The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of the quarter ended June 30, 2004 is 19,675,000.

================================================================================
<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                          NUMBER
                                                                                                          ------
<S>      <C>                                                                                                <C>
PART I - FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS
                  CONSOLIDATED BALANCE SHEETS
                           JUNE 30, 2004 (UNAUDITED) AND JUNE 30, 2003.....................................  5
                  CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                           THREE MONTHS ENDED JUNE 30, 2004 (UNAUDITED)
                           AND THREE MONTHS ENDED JUNE 30, 2003 (UNAUDITED)................................  6
                           SIX MONTHS ENDED JUNE 30, 2004 (UNAUDITED) AND
                           SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED)......................................  7
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                           THREE MONTHS ENDED JUNE 30, 2004 AND JUNE 30, 2003 .............................  8

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)...................................  9-13

         ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS................................................................  14
         ITEM 2A. FACTORS THAT MAY AFFECT FUTURE RESULTS...................................................  16
         ITEM 3. CONTROLS AND PROCEDURES...................................................................  17

PART II - OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS.........................................................................  18
         ITEM 2. CHANGES IN SECURITIES.....................................................................  18
         ITEM 3. DEFAULTS UPON SENIOR SECURITIES...........................................................  18
         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................  18
         ITEM 5. OTHER INFORMATION.........................................................................  18
         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..........................................................  18
</TABLE>




                                       2

<PAGE>

                                     PART I.


                      MATTER OF FORWARD-LOOKING STATEMENTS

THIS FORM 10-QSB 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-QSB, INCLUDING, BUT NOT LIMITED TO "THE FACTORS THAT MAY AFFECT
FUTURE RESULTS" SHOWN AS ITEM 2A 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, TECHNOLOGICAL CHANGES THAT MAY LIMIT THE ABILITY OF THE COMPANY TO
MARKET AND SELL ITS PRODUCTS AND SERVICES OR ADVERSELY IMPACT THE PRICING OF
THESE PRODUCTS AND SERVICES, AND MANAGEMENT THAT HAS ONLY LIMITED EXPERIENCE IN
DEVELOPING SYSTEMS AND MANAGEMENT PRACTICES. ANY ONE OR MORE OF 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-QSB OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS

                                       3

<PAGE>

ITEM 1. FINANCIAL STATEMENTS

Unless otherwise indicated, the term "Company" refers to Technol Fuel
Conditioners, Inc. and its subsidiaries and predecessors. The accompanying
consolidated unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, do
not include all information and footnotes required by generally accepted
accounting principles and should, therefore, be read in conjunction with
Company's Annual Report to Shareholders on Form 10-KSB for the fiscal year ended
December 31, 2003 These statements do include all the normal recurring
adjustments, which the Company believes is necessary and affords a fair
presentation. The interim results are not necessarily indicative of the results
for the full year ending December 31, 2003. Accordingly, consolidated unaudited
interim financial statements, including a balance sheet for the Company as of
the fiscal quarter ended June 30, 2004, and, statements of operations and
statements of cash flows for the interim period up to the date of such balance
sheet and the comparable period of the preceding fiscal year are attached hereto
as Pages 5 through 8 and are incorporated herein by this reference.











                                       4

<PAGE>


                            TECHNOL FUEL CONDITIONERS
                             CONDENSED BALANCE SHETS

<TABLE>
<CAPTION>
                                                                June 30,  December 31,
                                                                 2004         2003
                                                              ----------   ----------
                                                                           (Unaudited)
<S>                                                           <C>          <C>
                                     ASSETS


CURRENT ASSETS

Cash and cash equivalents                                     $    6,130   $    2,090
Accounts receivable, net                                          23,789       78,855
Inventory, net                                                    18,281          776
Prepaid expenses and other current assets                            410          410
                                                              ----------   ----------
Total Current Assets                                              48,610       82,131

                                                              ----------   ----------
Total Assets                                                  $   48,610   $   82,131
                                                              ==========   ==========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Cash overdraft                                                $       --   $       --
Accounts payable                                                   8,711       21,762
Accrued liabilities                                              306,119      267,133
Line of credit from related party                                223,223      182,880
Loans payable to stockholder                                     803,291      803,291
                                                              ----------   ----------
Total Liabilities                                             $1,341,344   $1,275,066
                                                              ==========   ==========

</TABLE>












                                        5

<PAGE>

                            TECHNOL FUEL CONDITIONERS
                       CONDENSED STATEMENTS OF OPERATIONS
                       For the three months ended June 30,


<TABLE>
<CAPTION>
                                                              2004            2003
                                                          ------------    ------------
<S>                                                       <C>             <C>
REVENUES                                                  $     35,174    $      9,510

COST OF SALES                                                   18,224          13,912
                                                          ------------    ------------

GROSS MARGIN                                                    16,950          (4,402)

Selling, general and administrative                             81,560          49,210
                                                          ------------    ------------

   Loss from operations                                        (64,610)        (53,612)

  Interest expense, net                                        (24,417)         (3,611)
                                                          ------------    ------------


NET LOSS                                                  $    (89,027)   $    (57,223)
                                                          ============    ============

Basic and diluted loss per common share                   $      (0.00)   $      (0.01)
                                                          ============    ============

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








                                        6

<PAGE>

                            TECHNOL FUEL CONDITIONERS
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        For the six months ended June 30,

<TABLE>
<CAPTION>
                                                              2004            2003
                                                          ------------    ------------
<S>                                                       <C>             <C>
REVENUES                                                  $    142,176    $    107,756

COST OF SALES                                                   58,407          57,758
                                                          ------------    ------------

GROSS MARGIN                                                    83,769          49,998

Selling, general and administrative                            159,151         109,264
                                                          ------------    ------------

   Loss from operations                                        (75,382)        (59,266)

  Interest expense, net                                        (24,417)        (31,127)
                                                          ------------    ------------


NET LOSS                                                  $    (99,799)   $    (90,393)
                                                          ============    ============

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>






                                        7

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                        For the six months ended June 30,


                                                    2004          2003
                                                  --------      --------
Cash Flows from Operating Activities:
Net loss                                          $(99,799)     $(90,394)
Adjustments to reconcile net loss to net cash
  used by operating activities:
   Depreciation and amortization                        --            --
Changes in operating assets and liabilities:
   Accounts receivable                              55,066        37,664
    Inventory                                      (17,505)        9,947
    Accounts payable and accrued expenses           25,935        19,229
                                                  --------      --------

Net cash used in operating activities              (36,303)      (23,554)
                                                  --------      --------

Cash Flows from Financing Activities:
   Proceeds from notes to stockholders              40,343          (221)
   Net change in line of credit                         --        15,000
                                                  --------      --------

Net cash provided by financing activities           40,343        14,779
                                                  --------      --------

Net decrease in cash and cash equivalents            4,040        (8,775)

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

Cash and cash equivalents, end of year            $  6,130      $  2,294
                                                  ========      ========









                                        8


<PAGE>

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

<TABLE>
<CAPTION>
                                       Common Stock
                               700,000,000 shares authorized
                                                 $0.001        Paid-in       Additional      Accumulated
                                  Shares        par value      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                                --             --             --        (99,799)        (99,799)
                                ----------     ----------     ----------     ----------      ----------

Balance - December 31, 2004     19,675,000         19,675        528,625     (1,841,034)     (1,292,734)
                                ==========     ==========     ==========     ==========      ==========


</TABLE>














                                        9

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                                  June 30, 2004

                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

         The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). The accompanying financial statements for the
interim periods are unaudited and reflect all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of management, necessary
for a fair presentation of the financial position and operating results for the
periods presented. These financial statements should be read in conjunction with
the Company's financial statements for the years ended December 31, 2003 and
2002 and notes thereto contained in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 2003 as filed with the SEC . The results of
operations for the six months ended June 30, 2004 are not necessarily indicative
of the results for the full fiscal year ending December 31, 2004.

NOTE 2 - 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 Technol
entity 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.



                                       10

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                                  June 30, 2004


NOTE 3 - 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.

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 June 30, 2004.

Inventory
---------

         Inventory is stated at the lower of cost or market. Cost is determined
by the first-in, first-out (FIFO) method. No allowance has been recorded as of
June 30, 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 six months ended
June 30, 2004 and 2003, advertising costs aggregated approximately $8,862 and
$6,547.

                                       11

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                                  June 30, 2004

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.

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.


                                       12

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                                  June 30, 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.

NOTE 4 - 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.



                                       13

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

BACKGROUND OF COMPANY

         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 is a small
company that combines established product lines to achieve this goal and is
equipped to present advanced lubrication, superior fuel stabilizers and
detergents for today's automotive aftermarket, gas and diesel engines, equipment
and heavy industrial machinery.

         On March 6, 2000, at a meeting of the Directors, key employees and
shareholders, it was unanimously agreed to alter the company's name. The name
"Technol" was trademarked with the United State Office of Patents and Trademarks
in 1991 and has been owned by Technol every since. The name "OTC," representing
"Oil Technology Corporation," used by the previous ownership was abbreviated and
been adopted by Technol under the new ownership. It was agreed at the
aforementioned meeting that the company name should indicate its product or
service. As such, the company officially changed its name to "Technol Fuel
Conditioners, Inc." which became effective on June 15, 2000.

         As the owner and manufacturer of environmentally-friendly fuel
treatments and conditioners, Technol Fuel Conditioners, Inc.'s products are
specifically designed to reduce emissions, and lower maintenance and fuel costs.
Technol has been focused on improving fuel quality, and thereby, the
performance, handling, and economics of fuel products, and to aid in regulatory
compliance with the requirements of the Environmental Protection Agency (EPA),
the Occupational Safety & Hazards Administration (OSHA) and the Bureau of Mines.
We are a small company with limited financial resources and limited operations.

MANAGEMENT DISCUSSION AND ANALYSIS OF OPERATIONS

Second Quarter ending June 30, 2004 versus Second Quarter ending June 30, 2003

         During the second quarter ending June 30, 2004 (the "Second Quarter
2004"), we recorded Revenues of $35,164 compared to Revenues of only $9,510
recorded during the second quarter ending June 30, 2003 (the "Second Quarter
2003). The increase in sales was primarily due to efforts taken by management to
identify and develop additional sales opportunities.

         Cost of Sales during the Second Quarter 2004 were $18,224 which
resulted in a Gross Margin of $16,950 or about 48% compared to Cost of Sales of
$13,912 on Revenues of $9,510 during the Second Quarter 2003 or a Gross Margin
of about (46%) (a negative Gross Margin). The improved Gross Margin that was
achieved during the Second Quarter 2004 was due primarily to a higher volume of
Revenues and the resulting lower fixed costs per unit.

         By comparison, our Selling, general, and administrative expenses during
the Second Quarter 2004 were $81,560 which represented an increase of about
65.74% from Selling, general, and administrative costs of $49,210 incurred
during the Second Quarter 2003. The increase in Selling, general and
administrative costs during the Second Quarter 2004 was due primarily to
increased marketing efforts and certain administrative expenses that we incurred
during the period.

                                       14

<PAGE>

         As a result, we incurred a Loss from Operations of $64,610 during the
Second Quarter 2004 compared to a Loss from Operations of $53,612 during the
Second Quarter 2003. We also had Interest expense (net) of ($24,417) during the
First Quarter 2004 compared to Interest expense (net) of ($3,611) during the
First Quarter 2003. The level of Interest expense (net) reflected the excess of
interest earned over the interest expenses paid during each of these periods.

         All of these factors resulted in a Net Loss of $89,027 during the
Second Quarter 2004 compared to a Net Loss of $57,223 for the Second Quarter
2003. During both periods we had an aggregate of 19,675,000 shares outstanding
which produced a Basic and diluted loss per common share of $(0.00) during the
Second Quarter 2004 compared to a Basic and diluted loss per common share of
$(0.01) during the Second Quarter 2003.

         First Six Months ending June 30, 2004 versus First Six Months of 2003
ending June 30, 2003

         During the first six months ending June 30, 2004 (the "First Half of
2004"), we recorded Revenues of $142,176 compared to Revenues recorded during
the first six months ending June 30, 2003 (the "First Half of 2003") when we
recorded $107,756 in Revenues. The increase in Revenues from 2003 to 2004 of
$34,420 was due primarily to continuing efforts of management to develop
opportunities to market and sell our products.

         During the First Half of 2004, our Cost of Sales was $58,407which
compares to Cost of Sales of $57,758 for the First Half of 2003. The slight
increase in the absolute level of our Cost of Sales in the First Half of 2004
compared to the First Half of 2003 resulted in a significant increase in our
Gross Margin. During the First Half of 2004, our Gross Margin was $83,769 or an
amount equal to about 59% on our Revenues during that period. By comparison, our
Gross Margin was $49,998 on Sales of $107,756 during the First Half of 2003. Our
Gross Margin was about 46% during the First Half of 2003 compared to the Gross
Margin of about 59% during the First Half of 2004.

         In contrast, we experienced a significant increase in our Selling,
general and administrative expenses during the First Half of 2004 as these
expenses increased to $159,151 from $109,264 in Selling, general, and
administrative expenses recorded during the First Half 2003. This increase of
about 46% was due in large part to additional selling and administrative
expenses we incurred in marketing our products and our limited ability to pass
these additional expenses on to our customers.

         We incurred a Loss from Operations of $75,382 during the First Half of
2004 compared to a Loss from Operations of $59,266 during the First Half of
2003. The increase in the Loss of about 27% was due primarily to the higher
Selling, general and administrative expenses we incurred during the First Half
of 2004 compared to the First Half of 2003. Our Interest expense (net) of
($24,417) during the First Half of 2004 was a decline from ($31,127) recorded as
Interest expense (net) during the First Half of 2003. The decline was due
primarily to lower overall levels of interest income compared to interest
expenses on borrowed funds during the First Half of 2004.

         For these reasons we incurred a Net Loss of $99,799 during the First
Half of 2004 compared to a Net Loss of $90,393 during the First Half of 2003
with Basic and diluted loss per common share of $(0.01) during both periods as
the weighted average number of shares remained also remained constant at
19,675,000 during both periods.

                                       15

<PAGE>

CAPITAL RESOURCES AND LIQUIDITY

The Company has no real liquidity and no apparent source of significant
financing. On a going-forward basis, the Company anticipates that it will need
between $15,000 to $20,000 or more annually merely to maintain the Company's
existence and to pay the expenses and costs that it incurs to ensure that the
Company can remain a corporate enterprise with all of the attendant
responsibilities, filings, and associated documentation. For these and other
reasons, the Company's management recognizes adverse difficulties and challenges
it faces. There can be no assurance that the Company will receive any financing
or funding from any source or if any financing should be obtained, that existing
shareholders will not incur substantial, immediate, and permanent dilution of
their existing investment.

Further, there can be no assurance that the Company will be successful in
obtaining any additional financing, or if the Company receives any additional
financing, that any such financing can be obtained on terms that may be deemed
reasonable given the Company's current financial condition.

ITEM 2A.  FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company's business organization and existing debt and obligations on its
balance sheet all involve elements of substantial risk. In many instances, these
risks arise from factors over which the Company will have little or no control.
Some adverse events may be more likely than others and the consequence of some
adverse events may be greater than others. No attempt has been made to rank
risks in the order of their likelihood or potential harm. In addition to those
general risks enumerated elsewhere, any purchaser of the Company's Common Stock
should also consider the following factors.

1. CONTINUED LOSSES AND NO CERTAIN PROSPECT OF ACHIEVING ANY PROFITABILITY.
During the fiscal year ending December 31, 2003, we continued to record losses
from our business. We cannot assure you that we have any certain prospect of
achieving profitability or, if we ever achieve it, that we can sustain it. Our
financial losses are significant and likely will continue.

2. LIMITED ASSETS, BUSINESS, OPERATIONS & EXTRAORDINARY UNCERTAINTIES. We have
only limited assets, business and operations and there can be no assurance that
we will regain or acquire any new assets in the future. While we may later
search for other ventures, our ability to undertake any such future venture will
likely be severely limited and there can be no assurance that we will ever
acquire any other business venture or if such a venture is acquired, that any
such venture can be acquired on any reasonable terms in light of the Company's
current financial circumstances.

3. LIMITED BUSINESS, LIMITED EQUITY, & NEED FOR ADDITIONAL FINANCING. We have
only limited business, limited equity, and limited operations. If we are to
develop or acquire any new business, we will need to obtain significant
additional equity or debt financing on reasonable terms. There can be no
guarantee that we will be successful in obtaining any such financing or if it is
obtained, that stockholders will not lose all of their investment. Further,
given our small size and the comparatively greater managerial, financial, and
marketing resources of our competitors, we face continuing competitive pressures
which will likely continue to adversely impact our ability to remain as a viable
business entity.

4. SUBORDINATE TO EXISTING AND FUTURE DEBT & AUTHORIZED BUT UNISSUED PREFERRED
STOCK. All of the Common Stock is subordinate to the claims of our existing and
future creditors and any future holders of the Company's preferred stock. We are
also authorized to issue shares of preferred stock.

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<PAGE>

5. OTHER FACTORS CITED IN FORM 10-KSB AS PREVIOUSLY FILED. We face many risks
and uncertainties. These also include those risks and uncertainties recited in
our most recent Form 10-KSB. Any investor who purchases our Common Stock should
be prepared to lose their entire investment.

ITEM 3. CONTROLS AND PROCEDURES

         (a) Evaluation of Disclosure Controls and Procedures.

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

         (b) Changes in Internal Controls.

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





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<PAGE>

                                     PART II

ITEM 1. LEGAL PROCEEDINGS

         We are not aware of any material pending legal proceeding to which we
are a party or of which any of our property is the subject. We are not aware of
our Company's involvement in violations of Federal, State or local statutes or
ordinances with environmental protection.


ITEM 2. CHANGES IN SECURITIES

         During the quarter ended June 30, 2004, there were no changes in
securities.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         During the quarter ended June 30, 2004 there were no defaults upon
senior securities.

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

         During the quarter ended June 30, 2004, there were no matters submitted
to a vote of the Company's shareholders.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         a) Exhibits


           Exhibit No.     Description
           -----------     -----------------------------------------------------
              31.1         Certification
              31.2         Certification
              32.1         Certification
              32.2         Certification


         b) Reports

         No other Reports were filed by the Company during the three months
ending June 30, 2004.


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<PAGE>

                                   SIGNATURES

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


                              TECHNOL FUEL CONDITIONERS, INC.


DATE: March 14, 2006          By: /s/ Shane Polson
                                  ----------------------------------------------
                                      Shane Polson
                                      President, Acting Chief Operating Officer,
                                      Treasurer, and Chairman















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