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

                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, 2006.

[_]  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)


                                 (954) 489-1210
               --------------------------------------------------
               Registrant's telephone number, including area code


              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 March 31, 2006 is 19,675,000.

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<PAGE>


                         TECHNOL FUEL CONDITIONERS, INC.

                                TABLE OF CONTENTS


                                                                           PAGE
                                                                          NUMBER
                                                                          ------
PART I - FINANCIAL INFORMATION

    ITEM 1.  FINANCIAL STATEMENTS
             CONSOLIDATED BALANCE SHEETS
                   MARCH 31, 2006 (UNAUDITED) AND MARCH 31, 2005.............. 1
             CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2006 (UNAUDITED)
                   AND THREE MONTHS ENDED MARCH 31, 2005
                   (UNAUDITED)................................................ 2
             CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2006 AND JUNE 30, 2005........ 3
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)........... 4

    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS.......................................  6
    ITEM 2A. FACTORS THAT MAY AFFECT FUTURE RESULTS..........................  8
    ITEM 3.  CONTROLS AND PROCEDURES.........................................  9

PART II - OTHER INFORMATION

    ITEM 1.  LEGAL PROCEEDINGS............................................... 10
    ITEM 2.  CHANGES IN SECURITIES........................................... 10
    ITEM 3.  DEFAULTS UPON SENIOR SECURITIES................................. 10
    ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 10
    ITEM 5.  OTHER INFORMATION............................................... 10
    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K................................ 10








                                       ii

<PAGE>


                      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.













                                      iii

<PAGE>


                         PART I - FINANCIAL INFORMATION


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, 2005. 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, 2006. Accordingly, consolidated unaudited
interim financial statements, including a balance sheet for the Company as of
the fiscal quarter ended March 31, 2006, 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 1 through 3 and are incorporated herein by this reference.


                        TECHNOL FUEL CONDITIONERS, INC.
                        d/b/a/ ALLIED SYNDICATIONS, INC.
                             CONDENSED BALANCE SHEET


                                                                  March 31,
                                                                    2006
                                                                -----------
                                                                (Unaudited)
                                     ASSETS

CURRENT ASSETS
Cash and cash equivalents                                       $   363,399
Investments in marketable securities                                    500
Investment in partnerships                                           29,913
Notes receivable                                                     95,325
                                                                -----------

                          Total Current Assets                      489,137

PROPERTY & EQUIPMENT, NET                                           345,188

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

                          Total Other Assets                      1,349,325
                                                                -----------

TOTAL ASSETS                                                    $ 2,183,650
                                                                ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                                $    23,557
Other accrued liabilities                                            50,622
                                                                -----------

                          Total Current Liabilities                  74,179

Commitments and Contingencies                                            --

SHAREHOLDERS' EQUITY
Common stock, no par value, 10,000,000 shares
   issued, 7,410,495 shares outstanding
Additional paid-in capital                                        4,220,984
Accumulated deficit                                              (2,111,513)
                                                                -----------

                          Total Shareholders' Equity              2,109,471
                                                                -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $ 2,183,650
                                                                ===========


   The accompanying notes are an integral part of these financial statements

                                       1

<PAGE>


                         TECHNOL FUEL CONDITIONERS, INC.
                        d/b/a/ ALLIED SYNDICATIONS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                              Three Months Ended March 31,
                                                                 2006              2005
                                                             -----------       -----------
                                                             (Unaudited)       (Unaudited)
<S>                                                          <C>               <C>

REVENUES                                                     $   700,001       $   705,101

Cost of Sales                                                    838,379           966,710
                                                             -----------       -----------

GROSS PROFIT                                                    (138,378)         (261,609)

Selling, general and administrative expenses                     754,939           325,618
                                                             -----------       -----------

Income (loss) from operations                                   (893,317)         (587,227)
                                                             ===========       ===========

Weighted average shares outstanding - basic and diluted        7,410,495                --
                                                             ===========       ===========

EARNINGS PER SHARE - BASIC AND DILUTED                       $     (0.12)               --
                                                             ===========       ===========
</TABLE>




























   The accompanying notes are an integral part of these financial statements

                                       2



<PAGE>


                         TECHNOL FUEL CONDITIONERS, INC.
                        d/b/a/ ALLIED SYNDICATIONS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                           Three Months Ended March 31,
                                                              2006              2005
                                                          -----------       -----------
                                                                (Unaudited) (Unaudited)
<S>                                                       <C>               <C>
Cash Flows from Operating Activities
Net Income (loss)                                         $  (893,317)      $  (587,227)
Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
Changes in operating assets and liabilities:
     Other assets                                                  --           (76,916)
     Notes receivable                                          (6,457)          (11,014)
     Accounts payable and accrued expenses                    (14,286)          (58,185)
                                                          -----------       -----------

Net cash provided by (used in) operating activities          (914,060)         (733,342)
                                                          -----------       -----------

Cash Flows from Investing Activities
     Purchases of property and equipment                      (19,057)           (6,821)
     Purchases of partnership interests                        (4,444)               --
                                                          -----------       -----------

Net cash used in investing activities                         (23,501)           (6,821)
                                                          -----------       -----------

Cash Flows from Financing Activities
     Proceeds from sales of common stock                           --           714,858
                                                          -----------       -----------

Net cash provided by financing activities                          --           714,858
                                                          -----------       -----------

Net increase (decrease) in cash and cash equivalents         (937,561)          (25,305)

Cash and cash equivalents, beginning of year              $ 1,300,960       $ 1,054,467
                                                          -----------       -----------

Cash and cash equivalents, end of year                    $   363,399       $ 1,029,162
                                                          ===========       ===========
</TABLE>













   The accompanying notes are an integral part of these financial statements

                                        3

<PAGE>


                         TECHNOL FUEL CONDITIONERS, INC.
                         D/B/A ALLIED SYNDICATIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005


NOTE 1 - BASIS OF PRESENTATION

The interim financial statements presented herein have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
rules and regulations. The interim financial statements should be read in
conjunction with the Company's annual financial statements, notes and accounting
policies included in the Company's annual report on Form 10-KSB for the year
ended December 31, 2005 as filed with the SEC. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) which are
necessary to provide a fair presentation of financial position as of March 31,
2006 and the related operating results and cash flows for the interim period
presented have been made. The results of operations, for the period presented
are not necessarily indicative of the results to be expected for the year.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

Organization - Technol Fuel Conditioners, Inc. ("Technol") was incorporated in
New Jersey on January 4, 1991 as OTC, Inc. The name was changed on June 27,
2000. Technol is in the business of wholesaling, distributing and retailing oil
additives.

Effective January 2, 2002, Technol agreed to recapitalize with both
Brazilian-Indio Services.com, Inc. "(BIS)" (an Oregon corporation) and USR
Holdings Co. "(USRH)". At this date, Technol became a wholly-owned subsidiary of
BIS and USRH was pun off to USRH's former majority shareholder. To accommodate
this recapitalization, (a) 319,137 shares were redistributed from certain
Technol shareholders to three new shareholders and accounted for as shares
issued for services rendered in 2001 and valued at their estimated fair value of
$.50 per share, (b) Technol's existing shareholders holding 1,185,600 shares
were issued 11,260,000 shares in BIS and accounted for as a stock split, (c)
former USRH shareholders were issued 1.408,470 shares in BIS, (d) existing BIS
shareholders were reduced via a reverse stock split to 200,000 shares, (e)
Technol Funding Group, an entity formed to accomplish this recapitalization was
issued 6,553,530 shares for services in connection with the recapitalization and
(f) 253,000 shares was issued under a private placement memorandum for $126,000
in cash contributed to Technol in 2001. Immediately after the merger, BIS's name
was changed to Technol Fuel Conditioners, Inc. Because original BIS shareholders
retained only a tiny fraction of the combined entity, the purchase was accounted
for as a reverse merger.

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

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

                                       4

<PAGE>

                         TECHNOL FUEL CONDITIONERS, INC.
                         D/B/A ALLIED SYNDICATIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005


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

Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, as well as certain
financial statement disclosures. While management believes that the estimates
and assumptions used in the preparation of the financial statements are
appropriate, actual results could differ from these estimates.

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


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

NOTE 3 - INVESTMENT IN PARTNERSHIPS

The Company acts as the managing partner of several limited partnerships created
that hold the rights to the wells. In addition to this, the Company will
periodically invest in these partnerships as limited partners. Their applicable
partnership percentage of each active partnership does not exceed 20%, therefore
these investments are accounted for by using the cost method. The balance at
March 31, 2006 is $29,913.

NOTE 4 - RELATED PARTY TRANSACTIONS

Lease - The Company paid rental expense of $30,000 to an entity under control of
the CEO.

Compensation - Under the terms of an employment agreement, the CEO received
$136,552 in compensation and performance-based bonuses during the three months
ended March 31, 2006.

Loan to shareholder - The Company loaned the CEO or other entities under his
control $6,457 during the three months ended March 31, 2006.

                                       5
<PAGE>


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

PRIOR HISTORY AND 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. Throughout this period, we
were a small company that combined established product lines with products that
offered advanced lubrication, superior fuel stabilizers and detergents for the
automotive aftermarket, gas and diesel engines, equipment and heavy industrial
machinery.

On March 6, 2000, at a meeting of our Directors, key employees and shareholders,
it was unanimously agreed to change our 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.

During this period, we were the owner and manufacturer of
environmentally-friendly fuel treatments and conditioners, Technol Fuel
Conditioners, Inc.'s products which were specifically designed to reduce
emissions, and lower maintenance and fuel costs. Technol was 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 remain a small company with
limited financial resources and limited operations.

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

On April 10, 2005, we entered into the Agreement and Plan of Acquisition (the
"Acquisition Agreement"), whereby we acquired a controlling interest (the
"Acquisition") in Allied Syndications, Inc., a Texas corporation. The
transaction was negotiated between the officers and directors of our company and
the officers, directors, and controlling stockholders of Allied Syndications,
Inc. ("Allied"). The Acquisition resulted in Allied becoming a partially owned
operating subsidiary of our company.

While the transaction was entered into on April 10, 2005, it did not become
effective until June 30, 2005 - the date at which the filings of the Articles of
Share Acquisition were made in Colorado and Texas. Following the close of the
Acquisition, we completed a divestiture of Technol Fuel Conditioners, Inc., a
New Jersey corporation ("Technol-New Jersey).

The divestiture was structured so that all of the assets and liabilities of
Technol-New Jersey were assumed by the purchasers of Technol-New Jersey with the
result that we would not hold any remaining material assets of Technol-New
Jersey or have material debts or liabilities arising out of that business.
The divestiture was undertaken after a review by our Board of Directors and
included assessments completed to assist the Board in making appropriate
determinations.


                                       6

<PAGE>

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

Allied is a small company based in Bowling Green, Kentucky. Allied is focused on
the oil and gas business and is the general partner in certain limited
partnerships focused on exploration and development of properties that its
management believes may hold oil and gas development potential. With our limited
resources, we completed a due diligence review of Allied prior to the
acquisition of the controlling interest and we are looking to the management of
Allied to provide leadership to our company in coming years. While we believe
that our acquisition of a controlling interest in Allied was prudent and will
allow us to grow, we cannot assure you that Allied, which has experienced
significant operating losses during the first three months of 2006 will achieve
profitability or positive cash flow.

MANAGEMENT DISCUSSION AND ANALYSIS OF OPERATIONS

First Quarter ending March 31, 2006 versus First Quarter ending March 31, 2005

During the first quarter ending March 31, 2006 (the "First Quarter 2006"), we
recorded Revenues of $700,001 compared to Revenues of $705,101 recorded during
the first quarter ending March 31, 2005 (the "First Quarter 2005").

Cost of Sales during the First Quarter 2006 were $838,379 which resulted in a
Gross Margin of ($138,378) (a negative number), compared to Cost of Sales of
$966,710 during the First Quarter 2005 or a Gross Margin of ($261,609) (a
negative number). In both the First Quarter 2006 and the First Quarter 2005, we
experienced a negative Gross Profit as our Cost of Sales exceeded our Sales
Revenue.

By comparison, our Selling, general, and administrative expenses during the
First Quarter 2006 were $754,939 which represented an increase of about 132%
from Selling, general, and administrative costs of $325,618 incurred during the
First Quarter 2005. The increase in Selling, general and administrative costs
during the First Quarter 2006 was due primarily to increased marketing efforts
and certain administrative expenses that we incurred during the period.

As a result, we incurred a Loss from Operations of $893,317 during the First
Quarter 2006 compared to a Loss from Operations of $587,227 during the First
Quarter 2005.

All of these factors resulted in a Basic and diluted loss per common share of
$(0.12) during the First Quarter 2006.

CAPITAL RESOURCES AND LIQUIDITY

   We are a small company with limited financial resources. Our losses are
   significant and we cannot assure you that we will achieve profitability and
   positive cash flow or, if we achieve it, that we can maintain it for any
   period of time.

   We have no certain source of any significant financing. We are looking at
   alternatives and we remain committed to our business plan. As of March 31,
   2006, our Total Current Assets were $489,137 while our Total Current
   Liabilities were $74,179. While this affords us some liquidity, we may need
   to increase our capital resources if we are to grow.

   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.

                                       7

<PAGE>

ITEM 2A.  FACTORS THAT MAY AFFECT FUTURE RESULTS

As used in this Form 10-QSB, the terms "we," "our," and "us," refer to Technol
Fuel Conditioners, Inc. and its subsidiaries unless otherwise noted. These
pronouns are used for convenience only.

Our 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.

The Company's business organization and existing debt and obligations on its
balance sheet all involve elements of substantial risk. In this context, 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 OPERATING LOSSES. We incurred $893,317 in losses during the
   three months ending March 31, 2006. This represents an increase of over 52%
   from the $587,227 in losses that we incurred during the first three months of
   ending March 31, 2005. In addition, we incurred significant losses during the
   twelve months ending December 31, 2005. While we believe that our operating
   strategy is sound, our continued operating losses and the increase from 2005
   to 2006 are significant and may limit our ability to implement our business
   plan. We cannot assure you that our operations will be successful or that we
   will be profitable in the future.

   2. NEW PUBLIC COMPANY AND NEW MANAGEMENT. We are a new public company and our
   management is new and somewhat unfamiliar with the demands, practices, and
   management procedures required of a public company. As we develop experience
   and adopt internal procedures, we believe that we will become more effective.
   There can be no assurance that we will achieve profitability in the near
   future.

   3. LIMITED BUSINESS, LIMITED EQUITY, & NEED FOR ADDITIONAL FINANCING. As a
   small company, competing with many larger and well-established competitors,
   we have only 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 the
   Company's existing and future creditors and any future holders of the
   Company's preferred stock. The Company is authorized to issue shares of the
   Company's preferred stock.

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

                                       8
<PAGE>

   6. LIMITED TRADING OF OUR COMMON STOCK. Our common stock is traded only on a
   limited and sporadic basis. No liquid trading market currently exists and
   there can be no assurance that any liquid trading market will ever develop
   or, if it does develop, that it can be sustained. Since we are a small
   company with limited revenues and assets, Rule 3a51-1 of the Securities
   Exchange Act of 1934 provides that our common stock is a "Penny Stock," which
   by application of this Rule, further limits the tradability and liquidity of
   our common stock in many respects. For these and other reasons, an investor
   who purchases our common stock should not view it as a liquid or marketable
   security.

   7. OTHER FACTORS CITED IN FORM 10-KSB AS PREVIOUSLY FILED. The Company faces
   many risks and
   uncertainties. These also include those risks and uncertainties recited in
   the Company's most recent Form 10-KSB. Any investor who purchases the
   Company's 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 March 31, 2006, there were no changes in
securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         During the quarter ended March 31, 2006 there were no defaults upon
senior securities.

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

         During the quarter ended March 31, 2006, 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 31.1......Certification
Exhibit 31.2......Certification
Exhibit 32.1......Certification
Exhibit 32.2......Certification

         b) Reports

No other Reports were filed by the Company during the three months ending March
31, 2006.



                                       10
<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: May 23, 2006                            By: /s/ C. Shane Polson
                                                  ------------------------------
                                              C. Shane Polson
                                              President, Chief Executive Officer

























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