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 March 31, 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.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

                          Primary Standard Industrial

State of Incorporation         Classification Code Number           22-3084979
----------------------         --------------------------           ----------
       Oregon                             2911                      IRS ID No.



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

                                 (800) 645-0109
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


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

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 March 31, 2004 is 19,675,000.

<PAGE>

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

PART I

                                                                            Page



ITEM 1. FINANCIAL STATEMENTS.................................................  1

ITEM 2. BUSINESS AND PLAN OF OPERATION.......................................  2

ITEM 3. CONTROLS AND PROCEDURES..............................................  3


PART II


ITEM 1.  LEGAL PROCEEDINGS...................................................  3

ITEM 2.  CHANGES IN SECURITIES...............................................  3

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.....................................  3

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K....................................  4

SIGNATURES...................................................................  5

                                       i
<PAGE>

PART I

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, 2004. Accordingly, consolidated unaudited
interim financial statements, including a balance sheet for the Company as of
the fiscal quarter ended March 31, 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 F-1 through F-4 and are incorporated herein by this reference.

<PAGE>

                        Technol Fuel Conditioners, Inc.
                                 BALANCE SHEET
                                 March 31, 2004


ASSETS

Current Assets
   Cash                                                             $    6,725
   Accounts receivable, net                                             13,281
   Prepaid expenses                                                        410
                                                                    ----------
     TOTAL ASSETS                                                   $   20,416
                                                                    ==========



LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accrued expenses                                                 $  295,388
   Line of credit from a related party                                 167,830
   Loans payable to stockholders                                       803,290
                                                                    ----------
     TOTAL LIABILITIES                                               1,266,508
                                                                    ----------
Commitments


STOCKHOLDERS' DEFICIT
   Common stock, $.001 par, 700,000,000 shares authorized,
     19,675,000 issued and outstanding                                  19,675
   Paid in capital                                                     528,625
   Retained deficit                                                 (1,794,392)
                                                                    ----------
     Total Stockholders' Deficit                                    (1,246,092)
                                                                    ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $   20,416
                                                                    ==========

                                      F-1
<PAGE>

                        Technol Fuel Conditioners, Inc.
                            STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 2004 and 2003


                                                      2004              2003
                                                 -----------       -----------
Revenues                                         $   107,002       $    98,246

Cost of Sales                                         42,318            43,846
                                                 -----------       -----------
Gross Margin                                          64,684            54,400

Selling, general and administrative                   94,549            29,738
                                                 -----------       -----------
     Operating Loss                                  (29,865)           24,662

   Interest expense                                  (23,293)          (57,833)
                                                 -----------       -----------
     NET LOSS                                    $   (53,158)      $   (33,171)
                                                 ===========       ===========

Basic and diluted loss per common share                $(.00)            $(.00)
Weighted average common shares
   outstanding                                    19,675,000        19,675,000

                                      F-2
<PAGE>

                       Technol Fuel Conditioners, Inc.
                           STATEMENTS OF CASH FLOWS
                  Three Months Ended March 31, 2004 and 2003


                                                          2004         2003
                                                       ---------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                            $ (53,158)    $ (33,171)
   Adjustments to reconcile net loss to net
    cash provided by (used in) operating activities:
    Net change in:
      Accounts receivable                                 65,574        13,900
      Inventory                                              776         2,821
      Other current assets
      Accounts payable                                   (21,762)      (43,040)
      Accrued expenses                                    28,254        55,300
                                                       ---------     ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       19,684        (4,190)
                                                       ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net change in line of credit                          (15,049)           --
   Proceeds from notes to stockholders                        --          (221)
                                                       ---------     ---------
NET CASH USED IN FINANCING ACTIVITIES                    (15,049)         (221)
                                                       ---------     ---------
NET CHANGE IN CASH                                         4,635        (4,411)
CASH BALANCES
   -Beginning of period                                    2,090        11,069
                                                       ---------     ---------
   -End of period                                      $   6,725     $   6,658
                                                       =========     =========

                                      F-3
<PAGE>

                        Technol Fuel Conditioners, Inc.
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Technol Fuel
Conditioners, Inc. ("Technol") have been prepared in accordance with generally
accepted accounting principles and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements and notes thereto contained in Technol's latest annual report filed
with the SEC on Form 10KSB. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year. Notes to the financial statements which would substantially duplicate
the disclosure contained in the audited financial statements for fiscal year
2003, as reported in the 10KSB, have been omitted.

                                      F-4

<PAGE>

ITEM 2. BUSINESS AND PLAN OF OPERATION

      Technol Fuel Conditioners, Inc., a New Jersey based corporation, was
established in 1965 to manufacture, package, market and distribute unique and
technologically superior lubricants, fuel improvers, surfactants and detergents
to aid in the fight against environmental pollution. Today, Technol combines
established product lines to achieve this goal and is equipped to present
advanced lubrication, superior fuel stabilizers and detergents for today's
automotive aftermarket, gas and diesel engines, equipment and heavy industrial
machinery. On March 6, 2000, at a meeting of the Directors, key employees and
shareholders, it was unanimously agreed to alter the company's name. The name
"Technol" was trademarked with the United State Office of Patents and Trademarks
in 1991 and has been owned by Technol every since. The name "OTC," representing
"Oil Technology Corporation," used by the previous ownership was abbreviated and
been adopted by Technol under the new ownership. It was agreed at the
aforementioned meeting that the company name should indicate its product or
service. As such, the company officially changed its name to "Technol Fuel
Conditioners, Inc." which became effective on September 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.

Capital Resources and Liquidity

      During the quarter ended March 31, 2003, the Company did not issue any
shares of its common stock.

                                       2
<PAGE>

Results of Operations

      For the three month period ended March 31, 2004, the Company sustained a
loss of ($53,158)or ($0.00) per share (basic and diluted) on revenue of
$107,002. For the comparable period of 2003, the Company sustained a loss of
($33,171) or ($0.00) per share (basic and diluted) on revenue of $98,246. The
increase in net loss for the period of ended March 31, 2004 is due to additional
salaries. The Company continues to make efforts to reduce expenses while
maintaining or increasing fiscal productivity.

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of this report, 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.

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 March 31, 2004, there were no changes in
securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      During the quarter ended March 31, 2004 there were no defaults upon senior
securities.

                                       3
<PAGE>

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

      During the quarter ended March 31, 2004, there were no matters submitted
to a vote of the Company's shareholders.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8_K

      During the quarter ended March 31, 2004, there were no matters submitted
on Form 8-K

Exhibit 31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT
               TO 18 U.S.C. SECTION 1350

Exhibit 32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
               PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003

                                       4
<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: June 9, 2004

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


      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.


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

/s/ Mel Hooper
------------------------            President,              June 9, 2004
Mel Hooper                          CFO
                                    and Director
/s/ Odette Lichtman
------------------------            Secretary and           June 9, 2004
Odette Lichtman                     Director

/S/ Jack Kruse                      Vice-President and      June 9, 2004
------------------------            Director
Jack Kruse

                                        5