SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 10-K


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

         For the fiscal year ended December 31, 2013

                                       Or

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from _________ to _____________


                       Commission file number: 333-191164

                                   FUELS, INC.

             (Exact name of registrant as specified in its charter)

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


             Wyoming                                                                                          83-0326780
----------------------------------                                                                      ------------------------
State or other jurisdiction of                                                                              I.R.S. Employer
  incorporation or organization                                                                            Identification No.

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

                                                Registrant's  telephone  number, including area code:
                                                                (307) 472-3000

                                            Securities  registered  pursuant  to Section 12(b) of the Act:
 Title of each class registered                                                                             Name of each exchange
                                                                                                            on which registered
----------------------------------                                                                        ------------------------
         Not Applicable                                                                                        Not Applicable

                                            Securities  registered  pursuant  to Section 12(g) of the Act:
                                                               Common Stock, $0.001
                                                                (Title of class)

</TABLE>

<PAGE>



Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes |_| No |X|


Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. |_|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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|

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  229.405 of this chapter) is not contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
                                                            |_|

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

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------------------------------------------------------- ----------- ---- ------------------------------ --------------
Large accelerated filer                                   [___]          Accelerated filer                  [___]
------------------------------------------------------- ----------- ---- ------------------------------ --------------
Non-accelerated filer                                     [___]          Smaller reporting company          [_X_]
------------------------------------------------------- ----------- ---- ------------------------------ --------------
</TABLE>

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

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was approximately $0 as of December 31, 2013, as the Company's common
stock is not listed for trading on any public market.

There were 3,220,000 shares  outstanding of the registrant's  Common Stock as of
March 27, 2014.


<PAGE>
<TABLE>
<CAPTION>

<S>                                                                             <C>



                                TABLE OF CONTENTS

                                                   PART I

ITEM 1                  Business                                                                       1
ITEM 1 A.               Risk Factors                                                                   6
ITEM 1 B.               Unresolved Staff Comments                                                      14
ITEM 2                  Properties                                                                     14
ITEM 3                  Legal Proceedings                                                              14
ITEM 4                  Mine Safety Disclosures                                                        14

                                                  PART II

ITEM 5                  Market for Registrant's Common Equity, Related Stockholder Matters             15
                        and Issuer Purchases of Equity Securities
ITEM 6                  Selected Financial Data                                                        15
ITEM 7                  Management's Discussion and Analysis of Financial Condition and                16
                        Results of Operations
ITEM 7 A.               Quantitative and Qualitative Disclosures About Market Risk                     19
ITEM 8                  Financial Statements and Supplementary Data                                    19
ITEM 9                  Changes in and Disagreements with Accountants on Accounting and                19
                        Financial Disclosure
ITEM 9 A.               Controls and Procedures                                                        19
ITEM 9 B                Other Information                                                              21

                                                  PART III

ITEM 10                 Directors, Executive Officers, and Corporate Governance                        21
ITEM 11                 Executive Compensation                                                         23
ITEM 12                 Security Ownership of Certain Beneficial Owners and Management                 25
                        and Related Stockholder Matters
ITEM 13                 Certain Relationships and Related Transactions, and Director                   27
                        Independence
ITEM 14                 Principal Accounting Fees and Services                                         27

                                                  PART IV

ITEM 15                 Exhibits, Financial Statement Schedules                                        28
SIGNATURES                                                                                             36

</TABLE>


<PAGE>




Note about Forward-Looking Statements

This Form 10-K contains forward-looking  statements, such as statements relating
to our financial condition,  results of operations,  plans,  objectives,  future
performance and business  operations.  These  statements  relate to expectations
concerning  matters  that  are  not  historical  facts.  These   forward-looking
statements  reflect our current  views and  expectations  based largely upon the
information  currently  available  to us and are subject to  inherent  risks and
uncertainties.  Although we believe  our  expectations  are based on  reasonable
assumptions,  they are not  guarantees  of  future  performance  and there are a
number of important factors that could cause actual results to differ materially
from those expressed or implied by such  forward-looking  statements.  By making
these  forward-looking  statements,  we do not  undertake  to update them in any
manner  except as may be required by our  disclosure  obligations  in filings we
make with the Securities and Exchange  Commission  under the Federal  securities
laws.  Our  actual  results  may  differ  materially  from  our  forward-looking
statements.

                                     PART I

ITEM 1. BUSINESS

GENERAL

The  following  is a  summary  of  some  of the  information  contained  in this
document. Unless the context requires otherwise,  references in this document to
"We," "Us," "Our," "Fuels," or the "Company" are to Fuels, Inc. Unless otherwise
indicated all amounts are United States Dollars.

HISTORY OF FUELS, INC.

Our Company,  Fuels, Inc., was formed May 25, 1999. We are a Wyoming corporation
organized for the purpose of engaging in the  acquisition,  exploration,  and if
warranted,  development of natural resource  properties and prospects located in
the state of Wyoming and may participate in oil and gas prospects located in the
states of Wyoming,  Kansas, New Mexico, Texas,  Oklahoma and Colorado.  Our main
emphasis will be to acquire,  either by lease, farmout, or purchase, an interest
in oil or gas prospects or properties  for  exploration,  when  available,  with
third parties.

Our executive offices are located in Casper, Wyoming, our contact information is
P.O. Box 917, Casper, Wyoming, 82602 and the telephone number is (307) 472-3000.

COMPANY OVERVIEW

We have been  inactive  during the last 5 years.  In  February  2013,  we issued
2,500,000  shares of its restricted  common stock to an unrelated third party in
exchange  as part of an  Assignment  on an oil and gas lease  located in Natrona
County, Wyoming. The shares were valued at $2,500 at the time of the transaction
($0.001 per share). The Assignment provides us with an 82.5% interest in the oil
and gas lease.  The oil and gas lease covers  1,280 gross acres.  As a result of
the  Assignment,  we maintain an 82.5% interest in the lease with a 100% working
interest.

We have no recent operating  history and no  representation  is made, nor is any
intended that we will able to carry on our activities profitably.  The viability
of the proposed business effort is dependent upon sufficient funds being raised,
of which there is no assurance. Roy C. Smith, President, Chief Executive Officer
and  director  as well as Michael R.  Butler and  Everett M.  Gordon  have prior
experience in the  acquisition,  evaluation,  exploration and development of oil
and gas properties. Roy C. Smith, Michael R. Butler and Everett M. Gordon devote
part-time efforts to our affairs.

                                       1

<PAGE>



Areas of Interest and Property
------------------------------

A primary area of interest is the geologic  province  which consists of numerous
oil and gas productive areas and zones. We have a working interest in one lease,
and because of varying geologic  conditions  across central and eastern Wyoming,
it is  impossible to predict with  accuracy  what  geologic  situation  might be
encountered on specific leases. There is no producing acreage and no reserves.

Our  acreage is located in Natrona  County,  Wyoming  consisting  of 1,280 gross
acres. The lease was originally acquired by Robert G. Fowler in 2006. There were
three criteria used in selecting the lease: a) it is near to known production of
oil;  b) it is located in a proven oil  producing  area;  and c) the  production
potential is from relatively shallow formations, up to 5,000 ft.

We may  participate in a well on this acreage with industry  partners,  on terms
not yet determined. If a well is productive, we would drill other wells with our
partners.

We will consider the following  criteria when  evaluating  whether to acquire or
participate in an oil and gas prospect:

1)   proximity to existing production;
2)   depth of existing productions;
3)   location in a known producing region;
4)   whether there is well control data from nearby drill sites;
5)   geologic evaluations by local geologists of production potential;
6)   reasonable cost of acquisition;
7)   term of lease and drilling  commitment,  if any; and 8) reasonable drilling
     cost estimates.

Geology of Oil and Gas Lease Prospect
-------------------------------------

Our oil and gas lease in Natrona County,  Wyoming is located the central part of
Wyoming. The lease is located near the CastleCreek Field which was first drilled
to a depth of 5,036 feet in 1951.  The Castle  Creek field has had a  cumulative
production  of 32,375 bbls and 13,444 Mcfs of gas at the end of 2012.  The areas
of the lease lie within the Wind River Basin to the south of the Casper Arch.

The Casper Arch is a  structural  arch that is a  transitional  area between the
Bighorn and Laramie  Mountains  and the Powder River and Wind River Basin.  This
area is  primarily  an uplifted  area that is not high enough to form a mountain
range.  The rocks of the Wind River Basin thrust  southwestward  overriding  the
synclinal  axis of the Wind River  Basin.  The Wind River  Basin is a  west-east
trending,  asymmetrical  intermontane  basin covering about 11,700 square miles.
The Basin is bounded on the west by the Wind River Mountains and on the north by
the Owl Creek  Mountains.  The Wind River  Basin is about 200 miles long and 100
miles wide.

Rocks in the area range in age from Precambrian to Tertiary.  The southeast part
of the Wind River Basin  contains  the  thickest  section of  sedimentary  rock.
Precambrian crystalline basement rocks here are as much as 21,000 to 22,000 feet
deep.  The most prolific  areas in the Basin have been the Tensleep,  Sandstone,
Land Formation, Fort Union Formation, Muddy Sandstone, and Mesaverde Formation.

                                       2
<PAGE>





COMPETITION, MARKETS, REGULATION AND TAXATION

Competition.
------------

There are a large number of companies and individuals engaged in the exploration
for minerals and oil and gas; accordingly, there is a high degree of competition
for desirable properties. Almost all of the companies and individuals so engaged
have substantially greater technical and financial resources than we do.

Markets.
--------

The  availability  of a ready market for oil and gas  discovered,  if any,  will
depend on numerous  factors  beyond our control,  including  the  proximity  and
capacity  of  refineries,  pipelines,  and the  effect  of state  regulation  of
production and of federal  regulations of products sold in interstate  commerce,
and recent  intrastate  sales.  The market price of oil and gas are volatile and
beyond our control. The market for natural gas is also unsettled, and gas prices
have increased dramatically in the past four years with substantial fluctuation,
seasonally and annually.

There  generally are only a limited  number of gas  transmission  companies with
existing  pipelines  in the  vicinity of a gas well or wells.  In the event that
producing gas properties are not subject to purchase  contracts or that any such
contracts terminate and other parties do not purchase our gas production,  there
is no assurance  that we will be able to enter into purchase  contracts with any
transmission  companies or other  purchasers  of natural gas and there can be no
assurance  regarding the price which such purchasers would be willing to pay for
such gas.  There  presently  exists an oversupply of gas in the certain areas of
the  marketplace due to pipeline  capacity,  the extent and duration of which is
not known.  Such oversupply may result in restrictions of purchases by principal
gas pipeline purchasers.

Effect of Changing Industry Conditions on Drilling Activity.
------------------------------------------------------------

Lower oil and gas prices have caused a decline in drilling  activity in the U.S.
from time to time. However, such reduced activity has also resulted in a decline
in  drilling  costs,  lease  acquisition  costs  and  equipment  costs,  and  an
improvement in the terms under which drilling prospects are generally available.
We cannot  predict what oil and gas prices will be in the future and what effect
those  prices may have on drilling  activity  in  general,  or on our ability to
generate economic drilling prospects and to raise the necessary funds with which
to drill them.

Federal Regulations.
--------------------

Governmental Regulation and Environmental Consideration.
--------------------------------------------------------

Oil and Gas:  The oil and gas  business  in the  United  States  is  subject  to
regulation by both federal and state  authorities,  particularly with respect to
pricing, allowable rates of production, marketing and environmental matters.

The  production of crude oil and gas has, in recent  years,  been the subject of
increasing  state and federal  controls.  No  assurance  can be given that newly
imposed or changed federal laws will not adversely affect the economic viability
of any oil and gas  properties we may acquire in the future.  Federal income and
"windfall profit" taxes have in the past affected the economic viability of such
properties.

                                       3
<PAGE>




The above  paragraphs  only give a brief overview of potential state and federal
regulations.  Because we have only acquired specific properties,  and because of
the wide range of  activities in which we may  participate,  it is impossible to
set forth in detail the potential impact federal and state  regulations may have
on us.

Compliance with Environmental Laws and Regulations.
--------------------------------------------------

Our  operations  are subject to local,  state and federal  laws and  regulations
governing  environmental  quality and pollution control.  To date our compliance
with these  regulations has had no material  effect on our operations,  capital,
earnings, or competitive position,  and the cost of such compliance has not been
material. We are unable to assess or predict at this time what effect additional
regulations or legislation could have on our activities.

The Department of Energy. The Department of Energy Organization Act (Pub. L. No.
95-91)  became  effective  October 1, 1977.  Under  this Act  various  agencies,
including  the  Federal  Energy  Administration  (FEA)  and  the  Federal  Power
Commission  (FPC),  have  been  consolidated  to  constitute  the  cabinet-level
Department of Energy (DOE).  The Economic  Regulatory  Administration  (ERA),  a
semi-independent  administration  within the DOE,  now  administers  most of the
regulatory  programs  formerly  managed by the FEA,  including  oil  pricing and
allocation.  The Federal Energy  Regulatory  Commission  (FERC),  an independent
agency  within the DOE,  has  assumed the FPC's  responsibility  for natural gas
regulation.

Regulation  and Pricing of Natural  Gas.  Our  operations  may be subject to the
jurisdiction of the Federal Energy Regulatory  Commission (FERC) with respect to
the sale of natural gas for resale in interstate and intrastate commerce.  State
regulatory  agencies  may  exercise or attempt to exercise  similar  powers with
respect to intrastate  sales of gas.  Because of its complexity and broad scope,
the  price  impact  of  future  legislation  on the  operation  of us  cannot be
determined at this time.

Crude Oil and Natural Gas Liquids Price and Allocation Regulation.
------------------------------------------------------------------

Pursuant to Executive  Order Number 12287,  issued  January 28, 1981,  President
Reagan lifted all existing  federal price and allocation  controls over the sale
and  distribution  of crude oil and natural gas liquids.  Executive Order Number
12287 was made  effective as of January 28,  1981,  and  consequently,  sales of
crude oil and natural gas liquids  after  January 27, 1981 are free from federal
regulation.  The price for such  sales and the  supplier-purchaser  relationship
will be determined by private contract and prevailing  market  conditions.  As a
result of this action,  oil which may be sold by us will be sold at  deregulated
or free market  prices.  At various  times,  certain  groups have  advocated the
reestablishment of regulations and control on the sale of domestic oil and gas.

State Regulations.
-----------------

Our  production  of oil and gas, if any,  will be subject to regulation by state
regulatory  authorities  in the states in which we may  produce  oil and gas. In
general,  these  regulatory  authorities  are  empowered  to  make  and  enforce
regulations  to prevent waste of oil and gas and to protect  correlative  rights
and  opportunities  to  produce  oil  and  gas as  between  owners  of a  common
reservoir.  Some regulatory  authorities may also regulate the amount of oil and
gas produced by assigning allowable rates of production.

                                       4
<PAGE>




Proposed Legislation.
---------------------

A number of  legislative  proposals  have been and probably  will continue to be
introduced in Congress and in the  legislatures  of various  states,  which,  if
enacted, would significantly affect the petroleum industries. Such proposals and
executive  actions  involve,  among other  things,  the  imposition  of land use
controls such as prohibiting  drilling  activities on certain  federal and state
lands in roadless wilderness areas. At present, it is impossible to predict what
proposals,  if any,  will  actually be enacted by Congress or the various  state
legislatures  and what  effect,  if any,  such  proposals  will  have.  However,
President  Clinton's  establishment of numerous National  Monuments by executive
order has had the effect of precluding  drilling  across vast areas of the Rocky
Mountain West.

Environmental Laws.
-------------------

Oil and gas exploration and  development  are  specifically  subject to existing
federal  and state laws and  regulations  governing  environmental  quality  and
pollution  control.  Such laws and  regulations may  substantially  increase the
costs of exploring for, developing,  or producing oil and gas and may prevent or
delay the commencement or continuation of a given operation.

All of our  operations  involving the  exploration  for or the production of any
minerals are subject to existing laws and  regulations  relating to  exploration
procedures,  safety  precautions,   employee  health  and  safety,  air  quality
standards,  pollution of stream and fresh water sources,  odor, noise, dust, and
other  environmental  protection  controls  adopted by federal,  state and local
governmental  authorities as well as the right of adjoining  property owners. We
may be required to prepare  and present to federal,  state or local  authorities
data  pertaining  to the effect or impact that any proposed  exploration  for or
production of minerals may have upon the environment.  All requirements  imposed
by  any  such  authorities  may  be  costly,  time  consuming,   and  may  delay
commencement or continuation of exploration or production operations.

It may be anticipated that future legislation will  significantly  emphasize the
protection of the environment, and that, as a consequence, our activities may be
more closely  regulated to further the cause of environmental  protection.  Such
legislation,  as well as future  interpretation  of existing  laws,  may require
substantial  increases  in  equipment  and  operating  costs  to us and  delays,
interruptions, or a termination of operations, the extent to which cannot now be
predicted.

Title to Properties.
--------------------

We are not the record owner of our interest in our  properties  and rely instead
on  contracts  with the owner or  operator of the  property,  pursuant to which,
among other things, we have, is the right to have our interest placed of record.
As is customary in the oil and gas  industry,  a preliminary  title  examination
will be conducted at the time  unproved  properties or interests are acquired by
us. Prior to  commencement  of drilling  operations on such acreage and prior to
the acquisition of proved properties, we will conduct a title examination before
proceeding with operations or the  acquisition of proved  properties,  as we may
deem appropriate.

Our properties are subject to royalty,  overriding  royalty and other  interests
customary in the industry, liens incident to agreements, current taxes and other
burdens,  minor  encumbrances,  easements and restrictions.  Although we are not
aware of any material title defects or disputes with respect to its  undeveloped
acreage,  to the extent such  defects or disputes  exist,  we would suffer title
failures.

Number of Persons Employed.
--------------------------

As of December 31, 2013, we had no full-time  employees.  Officers and Directors
work on an as needed part-time basis up to 5 hours per week.

                                       5
<PAGE>






ITEM 1A. RISK FACTORS
---------------------


                            OUR COMPANY RISK FACTORS

Our business is a development stage company and unproven and therefore risky.
-----------------------------------------------------------------------------

We have only very  recently  adopted the business plan  described  herein-above.
Potential   investors  should  be  made  aware  of  the  risk  and  difficulties
encountered  by a new enterprise in the energy  business,  especially in view of
the intense competition from existing businesses in the industry.

We are an "emerging  growth  company" under the Jumpstart Our Business  Startups
--------------------------------------------------------------------------------
Act. We cannot be certain if the reduced  reporting  requirements  applicable to
--------------------------------------------------------------------------------
emerging  growth  companies will make our shares of common stock less attractive
--------------------------------------------------------------------------------
to investors.
------------

We are and will remain an "emerging  growth company" until the earliest to occur
of (a) the last day of the fiscal year during  which its total  annual  revenues
equal or exceed $1 billion  (subject to adjustment for inflation),  (b) the last
day of the fiscal year  following the fifth  anniversary  of its initial  public
offering,  (c) the date on which we,  during  the  previous  three-year  period,
issued more than $1 billion in non-convertible debt securities,  or (d) the date
on which we are deemed a "large  accelerated  filer" (with at least $700 million
in public float) under the Exchange Act.

For so long as we remain an  "emerging  growth  company"  as defined in the JOBS
Act,  we may  take  advantage  of  certain  exemptions  from  various  reporting
requirements  that  are  applicable  to  other  public  companies  that  are not
"emerging  growth  companies" as described in further detail in the risk factors
below.  We cannot predict if investors will find its shares of common stock less
attractive because we will rely on some or all of these exemptions. If potential
investors find our shares of common stock less attractive as a result, there may
be a less  active  trading  market for its shares of common  stock and its stock
price may be more volatile.

Notwithstanding  the above, we are also currently a "smaller reporting company",
meaning that we are not an investment  company,  an  asset-backed  issuer,  or a
majority-owned  subsidiary of a parent  company that is not a smaller  reporting
company and have a public float of less than $75 million and annual  revenues of
less than $50 million during the most recently completed fiscal year.

If we avail ourselves of certain exemptions from various reporting requirements,
the reduced  disclosure  may make it more difficult for investors and securities
analysts to evaluate the Company and may result in less investor confidence.

We have both a minimal  operating  history  and a lack of  revenue  history  and
--------------------------------------------------------------------------------
investors cannot view our past performance since we are a start-up company.
--------------------------------------------------------------------------

We were  formed  on May 25,  1999 for the  purpose  of  engaging  in any  lawful
business and have adopted a plan to engage the acquisition,  exploration, and if
warranted,  development of natural resource properties in the last year. We have
had no revenues in the last five years.  We are not  profitable and the business
effort is considered to be in an early development stage. We must be regarded as
a new  or  development  venture  with  all of the  unforeseen  costs,  expenses,
problems, risks and difficulties to which such ventures are subject.

                                       6
<PAGE>




We are not diversified and we will be dependent on only one business.
---------------------------------------------------------------------

Because of the limited financial  resources that we have, it is unlikely that we
will be able to diversify our  operations.  Our probable  inability to diversify
our activities into more than one area will subject us to economic  fluctuations
within the energy industry and therefore  increase the risks associated with our
operations due to lack of diversification.

We can give no assurance of success or profitability to our investors.
---------------------------------------------------------------------

There  is no  assurance  that we  will  ever  operate  profitably.  There  is no
assurance that we will generate revenues or profits, or that the market price of
our common stock will be increased thereby.

We have a shortage of working  capital in the future which could  jeopardize our
--------------------------------------------------------------------------------
ability to carry out our business plan.
---------------------------------------

Our  capital  needs  consist   primarily  of  expenses   related  to  geological
evaluation,  general and administrative and potential exploration  participation
and  could  exceed  $250,000  in the next  twelve  months.  Such  funds  are not
currently committed,  and at the time of this filing we do not have cash on hand
to support our operations.

We have no operating history and no revenues and it may be unlikely that we will
raise that additional working capital.

We will have significant  additional  financing  requirements to fund our future
activities.

If we find oil and gas reserves to exist on a prospect we will need  substantial
additional  financing to fund the necessary  exploration and  development  work.
Furthermore,  if the  results  of that  exploration  and  development  work  are
successful, we will need substantial additional funds for continued development.
We will not have  sufficient  proceeds  from this  offering to conduct such work
and,  therefore,  we will need to obtain the necessary funds either through debt
or equity financing,  some form of cost-sharing  arrangement with others, or the
sale of all or part  of the  property.  There  is no  assurance  that we will be
successful in obtaining any financing.  These various financing alternatives may
dilute the  interest  of our  shareholders  and/or  reduce our  interest  in the
properties. (See "Use of Proceeds" and "Our Business")

We may depend upon outside  advisors,  who may not be  available  on  reasonable
--------------------------------------------------------------------------------
terms and as needed.
-------------------

To supplement the business  experience of our officers and directors,  we may be
required to employ accountants,  technical experts,  appraisers,  attorneys,  or
other  consultants  or advisors.  Our Board without any input from  stockholders
will make the selection of any such advisors.  Furthermore,  we anticipate  that
such  persons  will be  engaged on an "as  needed"  basis  without a  continuing
fiduciary  or other  obligation  to us. In the event we consider it necessary to
hire outside advisors, we may elect to hire persons who are affiliates,  if they
are able to provide the required services.

Our  officers  and  directors  are not  employed  full-time by us which could be
--------------------------------------------------------------------------------
detrimental to the business.
---------------------------

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of  businesses.  Thus,  our officers and directors may have
potential  conflicts  including their time and efforts involved in participation
with other  business  entities.  Each  officer and  director of our  business is
engaged in business  activities outside of our business,  and the amount of time
they devote as Officers and  Directors to our business will be up to 5 hours per
week. (See "Executive Team")

                                       7
<PAGE>





We do not know of any reason other than outside  business  interests  that would
prevent  them from  devoting  full-time  to our  Company,  when the business may
demand such full-time participation.

Our  officers and  directors  may have  conflicts  of interest  which may not be
--------------------------------------------------------------------------------
resolved favorably to us.
------------------------

Certain  conflicts  of  interest  may  exist  between  us and our  officers  and
directors.  Our Officers and Directors  have other  business  interests to which
they devote  their  attention  and may be expected to continue to do so although
management  time should be devoted to our  business.  As a result,  conflicts of
interest may arise that can be resolved  only through  exercise of such judgment
as is  consistent  with  fiduciary  duties to us. See  "Directors  and Executive
Officers",  and "Conflicts of Interest".  Our officers are spending part-time in
this business - up to 5 hours per week.

We have agreed to  indemnification  of officers and  directors as is provided by
--------------------------------------------------------------------------------
Wyoming Statute.
---------------

Wyoming Statutes  provide for the  indemnification  of our directors,  officers,
employees, and agents, under certain circumstances,  against attorney's fees and
other  expenses  incurred by them in any litigation to which they become a party
arising from their  association with or activities our behalf. We will also bear
the expenses of such litigation for any of our directors,  officers,  employees,
or agents,  upon such person's promise to repay us therefore if it is ultimately
determined that any such person shall not have been entitled to indemnification.
This indemnification policy could result in substantial  expenditures by us that
we will be unable to recoup.

Our directors' liability to us and shareholders is limited
----------------------------------------------------------

Wyoming Revised  Statutes  exclude  personal  liability of our directors and our
stockholders for monetary damages for breach of fiduciary duty except in certain
specified circumstances.  Accordingly, we will have a much more limited right of
action against our directors that  otherwise  would be the case.  This provision
does not affect the liability of any director under federal or applicable  state
securities laws.

                      RISK FACTORS RELATING TO OUR BUSINESS

Our business,  the oil and gas business has numerous risks which could render us
--------------------------------------------------------------------------------
unsuccessful.
------------

The  search for new oil and gas  reserves  frequently  results  in  unprofitable
efforts,  not only from dry holes, but also from wells which, though productive,
will not produce oil or gas in  sufficient  quantities to return a profit on the
costs  incurred.  There is no  assurance we will find or produce oil or gas from
any of the undeveloped  acreage farmed out to us or which may be acquired by us,
nor are there any  assurances  that if we ever obtain any  production it will be
profitable. (See "Business and Properties")

We have  substantial  competitors who have an advantage over us in resources and
--------------------------------------------------------------------------------
management.
----------

We are and will continue to be an  insignificant  participant in the oil and gas
business.   Most  of  our  competitors  have  significantly   greater  financial
resources,   technical  expertise  and  managerial  capabilities  than  us  and,
consequently,  we will  be at a  competitive  disadvantage  in  identifying  and
developing  or  exploring  suitable  prospects.   Competitors   resources  could
overwhelm  our  restricted  efforts to acquire and explore oil and gas prospects
and cause failure of our business plan.

                                       8
<PAGE>




We will experience substantial competition for supplies in the energy industry.
------------------------------------------------------------------------------

We will be required to compete with a large number of entities which are larger,
have  greater  resources  and more  extensive  operating  histories  than we do.
Shortages  of  supplies  may  result  from  this  competition  and will  lead to
increased  costs and delays in  operations  which  will have a material  adverse
effect on us.

We will be subject to all of the market forces in the energy  business,  many of
--------------------------------------------------------------------------------
which could pose a significant risk to our operations.
------------------------------------------------------

The marketing of natural gas and oil which may be produced by our prospects will
be affected by a number of factors beyond our control. These factors include the
extent  of  the  supply  of  oil or gas  in  the  market,  the  availability  of
competitive fuels, crude oil imports, the world-wide political situation,  price
regulation,  and other factors.  Recently, there have been dramatic fluctuations
in oil prices.  Any  significant  decrease  in the market  prices of oil and gas
could materially affect our profitability of oil and gas activities.

There  generally are only a limited  number of gas  transmission  companies with
existing  pipelines  in the  vicinity of a gas well or wells.  In the event that
producing gas properties are not subject to purchase  contracts or that any such
contracts terminate and other parties do not purchase our gas production,  there
is  assurance  that we will be able to enter into  purchase  contracts  with any
transmission  companies or other  purchasers  of natural gas and there can be no
assurance  regarding the price which such purchasers would be willing to pay for
such gas. There may, on occasion,  be an oversupply of gas in the marketplace or
in  pipelines,  the  extent  and  duration  may affect  prices  adversely.  Such
oversupply may result in reductions of purchases and prices paid to producers by
principal gas pipeline purchasers.

Our business is subject to significant weather interruptions.
-------------------------------------------------------------

Our  activities  may  be  subject  to  periodic  interruptions  due  to  weather
conditions.  Weather-imposed  restrictions  during  certain times of the year on
roads accessing  properties  could adversely  affect our ability to benefit from
production on such  properties or could increase the costs of drilling new wells
because of delays.

We are subject to significant operating hazards and uninsured risk in the energy
--------------------------------------------------------------------------------
industry.
--------

Our  proposed  operations  will be subject to all of the  operating  hazards and
risks  normally  incident to exploring,  drilling for and producing oil and gas,
such as encountering unusual or unexpected  formations and pressures,  blowouts,
environmental  pollution and personal injury. We will maintain general liability
insurance but we have not obtained insurance against such things as blowouts and
pollution  risks  because  of the  prohibitive  expense.  Should we  sustain  an
uninsured loss or liability,  or a loss in excess of policy limits,  our ability
to operate may be materially adversely affected.

We are  subject  to Federal  Income Tax laws and  changes  therein  which  could
--------------------------------------------------------------------------------
adversely impact us.
-------------------

Federal  income  tax  laws  are of  particular  significance  to the oil and gas
industry in which we intend to engage.  Legislation has eroded various  benefits
of oil and gas producers and subsequent  legislation  could continue this trend.
Congress is  continually  considering  proposals  with respect to Federal income
taxation which could have a material adverse effect on our future operations and
on our ability to obtain  risk  capital  which our  industry  has  traditionally
attracted from taxpayers in high tax brackets.

                                       9
<PAGE>





We are subject to substantial government regulation in the energy industry which
-------------------------------------------------------------------------------
could adversely impact us.
-------------------------

The  production  and sale of oil and gas are subject to  regulation by state and
federal authorities, the spacing of wells and the prevention of waste. There are
both  federal  and  state  laws  regarding   environmental  controls  which  may
necessitate   significant   capital  outlays,   resulting  in  extended  delays,
materially  affect our earnings  potential and cause material  changes in the in
our proposed business. We cannot predict what legislation, if any, may be passed
by  Congress  or  state  legislatures  in the  future,  or the  effect  of  such
legislation,  if any, on us. Such  regulations may have a significant  affect on
our operating results.

We believe  investors  should consider  certain negative aspects of our proposed
--------------------------------------------------------------------------------
operations.
----------

Dry  Holes:   We  may  expend   substantial   funds  acquiring  and  potentially
participating  in  exploring  properties  which  we  later  determine  not to be
productive. All funds so expended will be a total loss to us.

Technical  Assistance:  We will find it necessary to employ technical assistance
in the operation of our business. As of the date of this Prospectus, we have not
contracted  for any  technical  assistance.  When we need it such  assistance is
likely to be available at compensation levels we would be able to pay.

Uncertainty  of Title:  We will attempt to acquire leases or interests in leases
by option,  lease, farmout or by purchase.  The validity of title to oil and gas
property depends upon numerous  circumstances and factual matters (many of which
are not  discoverable  of record or by other  readily  available  means)  and is
subject to many uncertainties of existing law and our application.  We intend to
obtain an oil and gas attorney's  opinion of valid title before any  significant
expenditure upon a lease.

Government Regulations:  The area of exploration of natural resources has become
significantly  regulated by state and federal  governmental  agencies,  and such
regulation  could  have an adverse  effect on our  operations.  Compliance  with
statutes and regulations  governing the oil and gas industry could significantly
increase the capital expenditures necessary to develop our prospects.

Nature of our  Business:  Our  business  is  highly  speculative,  involves  the
commitment  of  high-risk  capital,  and exposes us to  potentially  substantial
losses. In addition,  we will be in direct competition with other  organizations
which are significantly better financed and staffed than we are.

General Economic and Other  Conditions:  Our business may be adversely  affected
from time to time by such matters as changes in general economic, industrial and
international conditions; changes in taxes; oil and gas prices and costs; excess
supplies and other factors of a general nature.

We will be subject to many factors beyond our control.
-----------------------------------------------------

The acquisition,  exploration,  development,  production and sale of oil and gas
are subject to many factors which are outside our control. These factors include
general economic conditions, proximities to pipelines, oil import quotas, supply
and price of other fuels and the  regulation  of  transportation  by federal and
state governmental authorities.

                                       10
<PAGE>




We  anticipate  substantial  competition  in our effort to  explore  oil and gas
properties and may have difficulty in putting together drilling participants and
getting prospects drilled and explored.  Established companies have an advantage
over us  because  of  substantially  greater  resources  to devote  to  property
acquisition  and to obtain  drilling rigs,  equipment and  personnel.  If we are
unable to compete for capital,  participation  and drilling rigs,  equipment and
personnel, our business will be adversely affected.


                        RISK FACTORS RELATED TO OUR STOCK

Our present and future shareholders will suffer dilution by new issuances in the
--------------------------------------------------------------------------------
future which may occur.
----------------------

Upon the sales of shares,  there may be  substantial  dilution  to our  Security
holders. The sale price of our shares is substantially higher than the pro forma
current net tangible book value per share of our outstanding  common stock.  The
net tangible book value  attributable  to our shares as of December 31, 2013 and
2012 was $0 per share, respectively. Net tangible book value per share of common
stock is determined by dividing the number of outstanding shares of common stock
into the net tangible book value attributable to our common stock, which are our
total tangible assets less our total liabilities.

We may in the future  issue more  shares  which could cause a loss of control by
--------------------------------------------------------------------------------
our present management and current stockholders.
-----------------------------------------------

We may issue further shares as consideration  for the cash or assets or services
out of our  authorized  but  unissued  common stock that would,  upon  issuance,
represent a majority of the voting power and equity of our  Company.  The result
of such an issuance would be those new stockholders and management would control
our Company, and persons unknown could replace our management at this time. Such
an occurrence  would result in a greatly reduced  percentage of ownership of our
Company by our current  shareholders,  which could present  significant risks to
investors.

We will pay no foreseeable dividends in the future.
---------------------------------------------------

We have not paid dividends on our common stock and do not ever anticipate paying
such dividends in the foreseeable future.

No public  market  exists  for our common  stock at this  time,  and there is no
--------------------------------------------------------------------------------
assurance of a future market.
----------------------------

There is no public  market for our common  stock,  and no assurance can be given
that a market will develop or that a shareholder  ever will be able to liquidate
his  investment  without  considerable  delay,  if at all.  If a  market  should
develop,  the price may be highly  volatile.  Factors such as those discussed in
the "Risk Factors"  section may have a significant  impact upon the market price
of the  shares  offered  hereby.  Due to the low price of our  securities,  many
brokerage  firms may not be willing to effect  transactions  in our  securities.
Even if a  purchaser  finds a broker  willing  to  effect a  transaction  in our
shares, the combination of brokerage commissions,  state transfer taxes, if any,
and any other selling costs may exceed the selling price.  Further, many lending
institutions will not permit the use of our shares as collateral for any loans.

                                       11
<PAGE>




The regulation of penny stocks by SEC and FINRA may  discourage the  tradability
--------------------------------------------------------------------------------
of our securities.
-----------------

We are a "penny stock"  company.  None of our securities  currently trade in any
market and, if ever  available for trading,  will be subject to a Securities and
Exchange  Commission rule that imposes special sales practice  requirements upon
broker-dealers  who sell such  securities  to  persons  other  than  established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Effectively,  this  discourages  broker-dealers  from executing trades in
penny  stocks.  Consequently,  the rule will affect the ability of purchasers in
this  offering  to sell  their  securities  in any  market  that  might  develop
therefore  because  it imposes  additional  regulatory  burdens  on penny  stock
transactions.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange
Act of 1934, as amended. Because our securities constitute "penny stocks" within
the meaning of the rules, the rules would apply to us and to our securities. The
rules will further affect the ability of owners of shares to sell our securities
in any  market  that  might  develop  for them  because  it  imposes  additional
regulatory burdens on penny stock transactions.

Shareholders  should  be  aware  that,  according  to  Securities  and  Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

Rule 144 sales in the future may have a depressive effect on our stock price.
-----------------------------------------------------------------------------

All of the  outstanding  shares of common  stock held by our  present  officers,
directors,  and affiliate  stockholders are "restricted  securities"  within the
meaning of Rule 144 under the Securities Act of 1933, as amended.  As restricted
shares,  these shares may be resold only  pursuant to an effective  registration
statement or under the requirements of Rule 144 or other  applicable  exemptions
from  registration  under  the  Act  and  as  required  under  applicable  state
securities  laws. We are registering all of our outstanding  shares so officers,
directors and affiliates will be able to sell their shares if this  Registration
Statement becomes effective.  Rule 144 provides in essence that a person who has
held restricted securities for six months, under certain conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
nonaffiliate after the owner has held the restricted  securities for a period of
two years.  A sale under Rule 144 or under any other  exemption from the Act, if
available,  or pursuant to subsequent  registration of shares of common stock of
present stockholders,  may have a depressive effect upon the price of the common
stock in any market that may develop.

                                       12
<PAGE>





Our stock  will in all  likelihood  be thinly  traded and as a result you may be
--------------------------------------------------------------------------------
unable  to sell at or near ask  prices or at all if you need to  liquidate  your
--------------------------------------------------------------------------------
shares.
-------

The  shares of our common  stock,  if listed,  may be  thinly-traded  on the OTC
Bulletin Board,  meaning that the number of persons interested in purchasing our
common shares at or near ask prices at any given time may be relatively small or
non-existent.  This situation is attributable to a number of factors,  including
the fact  that we are a small  company  which  is  relatively  unknown  to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence  sales volume,  and that even if we came to
the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant to follow an unproven, early stage company such as ours or purchase or
recommend  the  purchase of any of our  Securities  until such time as we became
more seasoned and viable. As a consequence, there may be periods of several days
or more when trading activity in our Securities is minimal or  non-existent,  as
compared  to a seasoned  issuer  which has a large and steady  volume of trading
activity that will generally support  continuous sales without an adverse effect
on Securities  price.  We cannot give you any  assurance  that a broader or more
active  public  trading  market for our  common  Securities  will  develop or be
sustained,  or  that  any  trading  levels  will  be  sustained.  Due  to  these
conditions,  we can give  investors no assurance  that they will be able to sell
their  shares at or near ask  prices or at all if they need  money or  otherwise
desire to liquidate their securities of our Company.

Our common stock may be volatile,  which  substantially  increases the risk that
--------------------------------------------------------------------------------
you may not be able to sell your  Securities  at or above the price that you may
--------------------------------------------------------------------------------
pay for the security.
--------------------

Because of the limited  trading market  expected to develop for our common stock
and because of the possible price  volatility,  you may not be able to sell your
shares of common  stock  when you desire to do so.  The  inability  to sell your
Securities in a rapidly declining market may substantially increase your risk of
loss because of such  illiquidity  and because the price for our  Securities may
suffer greater declines because of our price volatility.

The price of our  common  stock  that will  prevail  in the  market  after  this
offering  may be higher or lower  than the price you may pay.  Certain  factors,
some of which  are  beyond  our  control,  that may  cause  our  share  price to
fluctuate significantly include, but are not limited to the following:

o    Variations in our quarterly operating results;
o    Loss of a key relationship or failure to complete significant transactions;
o    Additions or departures of key personnel; and
o    Fluctuations in stock market price and volume.

Additionally,   in  recent   years  the  stock   market  in  general,   and  the
over-the-counter  markets in  particular,  have  experienced  extreme  price and
volume  fluctuations.  In  some  cases,  these  fluctuations  are  unrelated  or
disproportionate to the operating  performance of the underlying company.  These
market and industry factors may materially and adversely affect our stock price,
regardless of our operating  performance.  In the past, class action  litigation
often has been brought against companies  following periods of volatility in the
market price of those companies common stock. If we become involved in this type
of litigation in the future,  it could result in substantial costs and diversion
of  management  attention  and  resources,  which could have a further  negative
effect on your investment in our stock.

                                       13
<PAGE>




Our new  investors  will  suffer  a  disproportionate  risk  and  there  will be
--------------------------------------------------------------------------------
immediate dilution of purchasers' investments.
---------------------------------------------

Our present  shareholders have acquired their securities at a cost significantly
less than that which the  investors  purchasing  pursuant to shares will pay for
their  stock  holdings  or at which  future  purchasers  in the  market may pay.
Therefore, in the future new investors will bear most of the risk of loss.

Our business is highly speculative and the investment is therefore risky.
------------------------------------------------------------------------

Due to  the  speculative  nature  of  our  business,  it is  probable  that  the
investment in shares offered hereby will result in a total loss to the investor.
Investors  should  be  able  to  financially  bear  the  loss  of  their  entire
investment.  Investment  should,  therefore,  be  limited  to  that  portion  of
discretionary  funds not needed for normal  living  purposes or for reserves for
disability and retirement.

ITEM 1B. UNRESOLVED STAFF COMMENTS
----------------------------------

Not Applicable.

ITEM 2. PROPERTIES
------------------

FACILITIES

Our executive  offices are located in Casper,  Wyoming at P.O. Box 917,  Casper,
Wyoming, 82602 and the telephone number is (307)472-3000.

REAL PROPERTY

None.

OIL AND GAS PROPERTIES

-    82.5% Interest in Oil and Gas Lease Natrona County,  Wyoming,  T38N,  R81W,
     Sections 15 All and 20 All,  Gross acres 1,280,  as described more fully in
     Item 1.

 PATENTS AND PATENT APPLICATIONS

 None.

ITEM 3. LEGAL PROCEEDINGS
-------------------------

Fuels anticipates that it (including any future  subsidiaries) will from time to
time  become  subject to claims and legal  proceedings  arising in the  ordinary
course of  business.  It is not  feasible  to  predict  the  outcome of any such
proceedings  and Fuels cannot assure that their  ultimate  disposition  will not
have a materially adverse effect on the Company's business, financial condition,
cash flows or results of  operations.  The Company is not a party to any pending
legal  proceedings,  nor  is  the  Company  aware  of any  civil  proceeding  or
government  authority  contemplating any legal proceeding as of the date of this
filing.


ITEM 4.  MINE AND SAFETY DISCLOSURES
----------------------------------

Not applicable.

                                       14
<PAGE>



                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
--------------------------------------------------------------------------------
ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------

Currently  there is no public  trading  market  for our  stock,  and we have not
applied to have the common stock  quoted for trading in any venue.  We intend to
apply to have the common stock quoted on the OTC Bulletin Board in the Spring of
2014.

Holders

As of December 31, 2013, the Company had  approximately  42 holders of record of
the Common Stock.  Since a portion of the Company's  common stock may be held in
"street" or nominee name, the Company is unable to determine the exact number of
beneficial holders.

Dividend Policy

The Company  currently  anticipates  that it will retain all of its  earnings to
finance the  operation and  expansion of its  business,  and therefore  does not
intend to pay dividends on its Common Stock in the foreseeable future. Since its
inception,  the Company has never  declared  or paid any cash  dividends  on its
Common  Stock.  Any  determination  to pay  dividends  in the  future  is at the
discretion  of the  Company's  Board  of  Directors  and  will  depend  upon the
Company's  financial  condition,  results of operations,  capital  requirements,
limitations  contained in loan agreements and such other factors as the Board of
Directors deems relevant.

Recent Sales of Unregistered Securities

We made  unregistered  sales and  issuances of our  securities  during the years
ended December 31, 2013 and 2012 as follows:

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

                                                                     ($) PAID PER
              NAME                         COMMON SHARES               SECURITY         DATE OF PURCHASE
---------------------------------- ------------------------------ -------------------- --------------------
 Robert G. Fowler                     2,500,000                Assignment          February 2013
</TABLE>


EXEMPTIONS FROM REGISTRATION FOR UNREGISTERED SALES

All of the above sales by the Company of its  unregistered  securities were made
by the Company in reliance upon Section 4(2) of the  Securities  Act of 1933, as
amended (the "1933 Act"). The individual that issued the unregistered securities
was known to the  Company  and its  management,  through  pre-existing  business
relationships.  All purchasers were provided access to all material information,
which they requested,  and all information  necessary to verify such information
and were afforded  access to management of the Company in connection  with their
purchases.   All  purchasers  of  the  unregistered   securities  acquired  such
securities for investment and not with a view toward distribution, acknowledging
such intent to the Company.  All  certificates or agreements  representing  such
securities that were issued contained  restrictive legends,  prohibiting further
transfer of the certificates or agreements representing such securities, without
such  securities   either  being  first  registered  or  otherwise  exempt  from
registration in any further resale or disposition.

ITEM 6. SELECTED FINANCIAL DATA
-------------------------------

Not applicable.

                                       15
<PAGE>




ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

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

The  independent  registered  public  accounting  firm's report on the Company's
financial  statements as of December 31, 2012,  and for each of the years in the
two-year period then ended,  includes a "going concern"  explanatory  paragraph,
that describes  substantial  doubt about the Company's  ability to continue as a
going concern.

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

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

Our plan of operations is as follows:

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

Milestones

           1st Quarter 2014                 Permit & Drilling Syndication; Seeking Other Prospects
                                            Close of Registration Statement

           2nd Quarter 2014                 Permit & Drilling Syndication;Seeking Additional Capital for
                                            Company;
                                            Submission of 15C211 Application to FINRA

           3rd Quarter 2014                 Permit & Drilling Syndication; Seeking Additional Capital
                                            Begin Drilling Operations

Our Budget for operations in next year is as follows:

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


                                       16
<PAGE>




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

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

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

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

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


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

For the Year Ended  December  31, 2013  Compared to the Year Ended  December 31,
2012

During the year ended  December 31, 2013 and 2012,  we did not have  revenues or
expenses due to our lack of operations, as explained above.


LIQUIDITY
---------

December 31, 2013

We had no cash or other liquid  assets at December  31, 2013.  Our only asset at
December 31, 2013, was our working  interest in the oil and gas lease in Natrona
County, Wyoming. We will be reliant upon shareholder loans or private placements
of our equity to fund any kind  operations.  We have not  secured any sources of
loans or private  placements at this time.  Due to this the Company did not have
any cash flows during the year ended December 31, 2013 and 2012.

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

                                       17
<PAGE>





Short Term.

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

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

Our assets and liabilities were $0 as of December 31, 2013.

Capital Resources

We have only common stock as our capital resource.

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

Need for Additional Financing

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

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

Critical Accounting Policies

Oil and Gas Properties, Full Cost Method

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

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

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

                                       18
<PAGE>





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

Stock-Based Compensation

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

Fair Value of Financial Instruments

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

Our  Company's  business  activities  contain  elements  of  risk.  Neither  our
investments  nor an  investment  in us is  intended  to  constitute  a  balanced
investment program.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

The audited financial statements of Fuels, Inc. for the years ended December 31,
2013 and 2012 appear at the end of the document on page 29.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

                                       19
<PAGE>

As  required  by SEC Rule  15d-15(b),  our  Chief  Executive  Officer  and Chief
Financial Officer, Mr. Smith and Mr. Butler, carried out an evaluation under the
supervision and with the  participation of our management,  of the effectiveness
of the design and operation of our disclosure  controls and procedures  pursuant
to Exchange Act Rule 15d-14 as of the end of the period  covered by this report.
Based on the foregoing evaluation,  Mr. Smith and Mr. Butler have concluded that
our  disclosure  controls  and  procedures  are  effective  in  timely  alerting
management to material  information  required to be included in our periodic SEC
filings and to ensure that information  required to be disclosed in our periodic
SEC filings is accumulated and  communicated  to our  management,  including our
Chief Executive Officer and Chief Financial  Officer,  to allow timely decisions
regarding required disclosure.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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

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

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

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

Our management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2013. Based on this assessment, management believes
that as of December 31, 2013, our internal  control over financial  reporting is
effective based on those criteria.

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

                                       20
<PAGE>




CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

ITEM 9B. OTHER INFORMATION

Not applicable.

                                    PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
---------------------------------------------------------------

The following table sets forth  information as to persons who currently serve as
Fuels,  Inc.,  directors  or  executive  officers,  including  their  ages as of
December 31, 2013.

------------------------------- ---------------- ----------------------------
             Name                     Age                 Position
------------------------------- ---------------- ----------------------------
Roy C. Smith                          57         President and Director
------------------------------- ---------------- ----------------------------
Michael R. Butler                     59         Secretary/Treasurer and
------------------------------- ---------------- ----------------------------
                                                 Director
------------------------------- ---------------- ----------------------------
Everett M. Gordon                     76         Director
------------------------------- ---------------- ----------------------------

Fuels' directors are elected by the Company's shareholders and hold office until
their successors are duly elected and qualified under Fuels' bylaws.

Unless otherwise indicated,  the directors named above will serve until the next
annual meeting of Fuels stockholders.  Thereafter, directors will be elected for
one-year terms at the annual stockholders' meeting.

BIOGRAPHICAL INFORMATION

The following is a brief account of the business  experience during at least the
past five years of the directors and Officers of Fuels, indicating the principal
occupation and employment during that period by each, and the name and principal
business of the organizations by which they were employed.

ROY C. SMITH,  age 57, has been  President and a Director of Fuels,  Inc.  since
inception.  Mr. Smith attended the University of Wyoming and Casper College.  He
earned an A.S.S.  in Marketing.  He began his career in the Oil and Gas business
with his father Charles B. Smith in Gillette,  Wyoming. From 1978 until present,
including the last 5 years, he has been a self-employed independent Landman. Mr.
Smith was the  President  and a Director of Garner  Investment,  Inc. (nka Hinto
Energy, Inc.) from 2006 until 2011.

Mr. Smith brings to the Board of Directors and  management  of the Company,  not
only his  experience in business,  but his 35 years of experience in the oil and
gas industry and specifically in the state of Wyoming.

MICHAEL R. BUTLER, age 59, is Secretary/Treasurer  and a Director of Fuels, Inc.
since  inception.  Mr.  Butler  was  employed  for 19 years by Amoco  Production
Company,  an oil and gas producing company operating in the state of Wyoming. In
1997 and 1998,  Mr.  Butler  owned and  operated  a  farm/ranch  west of Casper,
Wyoming.  Mr.  Butler  has been  trained  in and has  experience  in  waterflood
injection,   oil  and  gas  producing  operations,   maintenance,   and  wetland
development.  Mr. Butler is currently a Director of Hindsight, Inc. dba Oil City
Printers, a commercial printing business (since 1988). Mr. Butler was a Director
and  Secretary/Treasurer  of Garner Investments,  Inc. (nka Hinto Energy,  Inc.)
from 2006 to 2011.  The Art Boutique,  Inc.  (1996 to 2003),  Phillips 44, Inc.,
(1998 - 2001) and Tempus, Inc. (1997 - 2000).

                                       21

<PAGE>


Mr.  Butler  provides the Board of Directors  and  management  with not only his
experience in business  management and management of public companies,  but also
his experience in the oil and gas industry.

EVERETT M. GORDON,  age 76, has been a Director of Fuels,  Inc.  since 1998. Mr.
Gordon was employed for 30 years by U.S.  Steel  Corporation.  His last position
with U.S.  Steel  Corporation  was as the  Director  of  Corporate  Safety.  The
position was responsible for administering the corporate safety function for all
steel  operations,  divisions and  subsidiaries.  Mr. Gordon retired in March of
1996.  In his  retirement  he has served as the director of Fuels,  Inc. and has
been involved in the development of projects in the oil and gas industry.

Mr.  Gordon  provides  the  Board  of  Directors  with  experience  in  business
management.

Our officers are spending up to 5 hours per week on our business at this time.

No  appointee  for a  director  position  has been  found  guilty  of any  civil
regulatory  or  criminal  offense  or is  currently  the  subject  of any  civil
regulatory proceeding or any criminal proceeding.

CONFLICTS OF INTEREST

Conflicts of Interest - General.
--------------------------------

Our directors and officers are, or may become,  in their individual  capacities,
officers,  directors,  controlling shareholder and/or partners of other entities
engaged in a variety of businesses.  Thus,  there exist  potential  conflicts of
interest   including,   among  other  things,   time,  efforts  and  corporation
opportunity,  involved in participation with such other business entities. While
each  officer  and  director of our  business is engaged in business  activities
outside of our business,  the amount of time they devote to our business will be
up to approximately 5 hours per week.

Conflicts of Interest - Corporate Opportunities
-----------------------------------------------

Presently no requirement contained in our Articles of Incorporation,  Bylaws, or
minutes which requires  officers and directors of our business to disclose to us
business opportunities which come to their attention. Our officers and directors
do,  however,  have a  fiduciary  duty of  loyalty to us to  disclose  to us any
business  opportunities  which come to their attention,  in their capacity as an
officer  and/or  director  or  otherwise.  Excluded  from  this  duty  would  be
opportunities  which the person  learns  about  through  his  involvement  as an
officer and director of another company. We have no intention of merging with or
acquiring  an  affiliate,  associate  person or  business  opportunity  from any
affiliate or any client of any such person.

COMMITTEES OF THE BOARD OF DIRECTORS

Fuels is managed under the direction of its board of directors.

         Executive Committee

         Fuels does not have an Executive Committee at this time.

         Audit Committee

         Fuels  does not  have an Audit  Committee,  at this  time but  plans to
institute an audit committee in the future.

                                       22
<PAGE>





         Compensation Committee

         Fuels does not have a Compensation  Committee at this time but plans to
institute a Compensation Committee in the future.

CODE OF ETHICS

A code of ethics relates to written  standards  that are reasonably  designed to
deter wrongdoing and to promote;

         - Honest and ethical conduct,  including the ethical handling of actual
         or apparent  conflicts of interest  between  personal and  professional
         relationships;

         - Full, fair, accurate, timely and understandable disclosure in reports
         and  documents  that are filed with,  or  submitted  to, the SEC and in
         other public communications made by an issuer;

         - Compliance with applicable governmental laws, rules and regulations;

         - The  prompt  internal  reporting  of  violations  of the  code  to an
appropriate person or persons identified in the code; and

         - Accountability for adherence to the code.

Due to the  limited  scope of our  current  operations,  we have not  adopted  a
corporate  code of ethics  that  applies  to our  principal  executive  officer,
principal accounting officer, or persons performing similar functions.


ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

The following table sets forth certain  information  concerning  compensation of
the President and our most highly compensated  executive officers for the fiscal
years ended December 31, 2013, 2012 and 2011 the ("Named Executive Officers"):

<TABLE>
<CAPTION>
<S>                                                                             <C>
                      SUMMARY EXECUTIVES COMPENSATION TABLE

--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------
                                                                                 Non-qualified
                                                                 Non-equity         deferred
                                          Stock      Option    incentive plan     compensation       All other
    Name &              Salary    Bonus    awards     awards    compensation        earnings       compensation    Total
   Position      Year     ($)      ($)       ($)       ($)           ($)              ($)               ($)         ($)
--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------

--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------
Roy C. Smith,    2013      0        0         0         0             0                0                 0           0
President
--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------
                 2012      0        0         0         0             0                0                 0           0
--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------
                 2011      0        0         0         0             0                0                 0           0
--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------

--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------
Michael R.
Butler,
Secretary and
Treasurer        2013      0        0         0         0             0                0                 0           0
--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------
                 2012      0        0         0         0             0                0                 0           0
--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------
                 2011      0        0         0         0             0                0                 0           0
--------------- ------- -------- -------- ---------- --------- ---------------- ----------------- ---------------- -------

</TABLE>

                                       23

<PAGE>




CONTRACTOR  AGREEMENTS  AND  TERMINATION  OF  CONTRACTOR  AND  CHANGE-IN-CONTROL
ARRANGEMENTS

Our officers do not have employment or consulting agreements with the Company.

                    OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

The  Company did not make any grants of options  during the year ended  December
31, 2013.

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The  Company did not make any equity  awards to its  officers  and/or  directors
during the years ended December 31, 2013, 2012 and 2011.



                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers reported in the "Summary  Executives'  Compensation  Table"
during the years ended December 31, 2013:

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

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


                                 Fees                                              Non-qualified
                                 earned                            Non-equity         deferred
                                 or paid    Stock     Option     incentive plan     compensation
                                  in cash   awards    awards      compensation        earnings         All other      Total
         Name             Year      ($)       ($)        ($)           ($)              ($)         compensation ($)   ($)
------------------------ ------- ---------- --------- ---------- ---------------- ----------------- ----------------- -------

------------------------ ------- ---------- --------- ---------- ---------------- ----------------- ----------------- -------
Roy C. Smith              2013     $ -0-     $ -0-      $ -0-         $ -0-            $ -0-             $ -0-        $ -0-
------------------------ ------- ---------- --------- ---------- ---------------- ----------------- ----------------- -------

------------------------ ------- ---------- --------- ---------- ---------------- ----------------- ----------------- -------
Michael R. Butler         2013     $ -0-     $ -0-      $ -0-         $ -0-            $ -0-             $ -0-        $ -0-
------------------------ ------- ---------- --------- ---------- ---------------- ----------------- ----------------- -------

------------------------ ------- ---------- --------- ---------- ---------------- ----------------- ----------------- -------
Everett M. Gordon         2013     $ -0-     $ -0-      $-0-          $ -0-             $-0-             $ -0-        $ -0-
------------------------ ------- ---------- --------- ---------- ---------------- ----------------- ----------------- -------

</TABLE>

All of our  officers  and/or  directors  will  continue  to be  active  in other
companies.  All officers and directors  have retained the right to conduct their
own independent business interests.

It is  possible  that  situations  may arise in the  future  where the  personal
interests of the officers and directors may conflict  with our  interests.  Such
conflicts could include  determining  what portion of their working time will be
spent on our business and what portion on other business  interest.  To the best
ability and in the best judgment of our officers and directors, any conflicts of
interest  between us and the personal  interests  of our officers and  directors
will be  resolved  in a fair  manner  which  will  protect  our  interests.  Any
transactions  between us and entities affiliated with our officers and directors
will be on terms  which are fair and  equitable  to us.  Our Board of  Directors
intends to continually review all corporate  opportunities to further attempt to
safeguard against conflicts of interest between their business interests and our
interests.

We have no  intention of merging  with or  acquiring  an  affiliate,  associated
person or  business  opportunity  from any  affiliate  or any client of any such
person.

Directors receive no compensation for serving.

                                       24
<PAGE>





INDEMNIFICATION OF DIRECTORS AND OFFICERS

Fuels,  Inc.  officers and directors are  indemnified as provided by the Wyoming
Revised Statutes and the bylaws.

Under the Wyoming  Revised  Statutes,  director  immunity  from  liability  to a
company or its  shareholders  for  monetary  liabilities  applies  automatically
unless it is specifically limited by a company's Articles of Incorporation.  Our
Articles of  Incorporation do not  specifically  limit the directors'  immunity.
Excepted from that immunity are: (a) a willful failure to deal fairly with us or
our  shareholders  in  connection  with a matter  in which  the  director  has a
material  conflict of  interest;  (b) a violation  of criminal  law,  unless the
director had  reasonable  cause to believe that his or her conduct was lawful or
no  reasonable  cause to believe  that his or her  conduct was  unlawful;  (c) a
transaction from which the director derived an improper personal profit; and (d)
willful misconduct.

Our bylaws  provide that it will  indemnify the directors to the fullest  extent
not prohibited by Wyoming law; provided,  however, that we may modify the extent
of such indemnification by individual contracts with the directors and officers;
and, provided,  further, that we shall not be required to indemnify any director
or officer in connection with any proceeding, or part thereof, initiated by such
person unless such indemnification: (a) is expressly required to be made by law,
(b) the proceeding was authorized by the board of directors,  (c) is provided by
us, in sole  discretion,  pursuant to the powers vested under Wyoming law or (d)
is required to be made pursuant to the bylaws.

Our bylaws  provide  that it will advance to any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a  director  or officer of us, or is or was
serving  at the  request  of us as a director  or  executive  officer of another
company,  partnership,  joint venture,  trust or other enterprise,  prior to the
final disposition of the proceeding,  promptly following request therefore,  all
expenses  incurred by any director or officer in connection with such proceeding
upon  receipt  of an  undertaking  by or on behalf of such  person to repay said
amounts if it should be determined  ultimately  that such person is not entitled
to be indemnified under the bylaws or otherwise.

Our bylaws  provide that no advance shall be made by us to an officer  except by
reason of the fact that such  officer is or was our director in which event this
paragraph  shall not apply,  in any action,  suit or proceeding,  whether civil,
criminal,  administrative or investigative, if a determination is reasonably and
promptly  made:  (a) by the board of  directors  by a majority  vote of a quorum
consisting of directors who were not parties to the  proceeding,  or (b) if such
quorum is not  obtainable,  or, even if  obtainable,  a quorum of  disinterested
directors so directs,  by independent  legal counsel in a written opinion,  that
the facts known to the  decision-making  party at the time such determination is
made demonstrate clearly and convincingly that such person acted in bad faith or
in a manner that such person did not believe to be in or not opposed to the best
interests of us.



ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS.
---------------------------


The  following  table  sets forth  information  with  respect to the  beneficial
ownership of Fuels, Inc. outstanding common stock by:


                                       25
<PAGE>





o    each  person  who is  known by  Fuels  to be the  beneficial  owner of five
     percent (5%) or more of Fuels's common stock;

o    Fuels's chief executive  officer,  its other executive  officers,  and each
     director  as  identified  in the  "Management  --  Executive  Compensation"
     section; and

o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this document  into shares of the Company's  common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options, warrants or convertible securities for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

The  information  below is based on the number of shares of Fuels,  Inc.  common
stock that Fuels believes was beneficially  owned by each person or entity as of
December 31, 2013.

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

---------------------------- -------------------------------- ----------------------- -----------------------
                             Name and Address of Beneficial    Amount and Nature of
      Title of Class                      Owner                  Beneficial Owner      Percent of Class (1)
---------------------------- -------------------------------- ----------------------- -----------------------

---------------------------- -------------------------------- ----------------------- -----------------------
Common shares                Robert G. Fowler (2)                          2,560,000                   79.5%
                             P.O. Box 3574
                             Casper, WY 82602
---------------------------- -------------------------------- ----------------------- -----------------------

---------------------------- -------------------------------- ----------------------- -----------------------
Common shares                Roy C. Smith                                    100,000                   3.10%
                             President and Director
                             P.O. Box 3574
                             Casper, WY 82602
---------------------------- -------------------------------- ----------------------- -----------------------

---------------------------- -------------------------------- ----------------------- -----------------------
Common shares                Michael R. Butler                               120,000                   3.72%
                             Secretary, Treasurer &
                             Director
                             13750 Bessemer Bend Rd.
                             Casper, WY 82604
---------------------------- -------------------------------- ----------------------- -----------------------

---------------------------- -------------------------------- ----------------------- -----------------------
Common shares                Everett M. Gordon, Director                      90,000                   2.79%
                             107 Lampliter Lane
                             McMurray, PA 15317

---------------------------- -------------------------------- ----------------------- -----------------------
                             All Directors and Executive                     310,000                   9.62%
                             Officers as a Group (3
                             Persons)
---------------------------- -------------------------------- ----------------------- -----------------------

(1)  At December 31, 2013, the Company had 3,220,000  shares of its common stock
     issued and outstanding.

(2)  Mr. Fowler owns 2,530,000 shares directly. He owns 30,000 shares indirectly
     through his wife Sharon K. Fowler. As part of this Registration  Statement,
     we are registering 330,000 shares of behalf of Mr. Fowler and 30,000 shares
     on behalf of Mrs. Fowler.

</TABLE>


                                       26
<PAGE>





Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the percentage of the class owned by any other person.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

RELATED PARTY TRANSACTIONS

Other than the stock transactions  discussed below, we have not entered into any
transaction  nor  are  there  any  proposed  transactions  in  which  any of our
founders,  directors,  executive  officers,  shareholders  or any members of the
immediate  family of any of the foregoing had or is to have a direct or indirect
material interest.

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

Director Independence

Our board of directors  undertook its annual review of the  independence  of the
directors and considered  whether any director had a material  relationship with
us or our management that could  compromise his ability to exercise  independent
judgment in carrying out his  responsibilities.  As a result of this review, the
board of  directors  affirmatively  determined  that Mr.  Everett  Gordon  is an
"independent"  as such  term is used  under the  rules  and  regulations  of the
Securities and Exchange  Commission.  Mr. Smith, the Chief Executive Officer and
Mr. Butler,  the  Secretary/Treasurer  of the Company,  are not considered to be
"independent."


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

GENERAL.

B F Borgers CPA PC is the Company's  principal  auditing  accountant  firm.  The
Company's  Board of Directors  has  considered  whether the  provisions of audit
services are compatible with maintaining B F Borgers CPA PC independence.

The  following  table  represents  aggregate  fees billed to the Company for the
years ended December 31, 2013 and 2012 by B F Borgers CPA PC

                                       27
<PAGE>



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

                                                             Year Ended December 31,
                                                          2013                          2012
                                              -----------------------------      --------------------
Audit Fees                                               $3,000                          $0

Audit-related Fees                                         $0                            $0

Tax Fees                                                   $0                            $0

All Other Fees                                             $0                            $0

                                              -----------------------------      --------------------
Total Fees                                               $3,000                          $0
</TABLE>

All audit work was performed by the auditors' full time employees.

It is the role of the Audit Committee,  or in the absence of an audit committee,
the Board of Directors,  to consider whether,  and determine that, the auditor's
provision  of  non-audit  services  would be  compatible  with  maintaining  the
auditor's independence.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
------------------------------------------------

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit table of Item 601 of
Regulation S-K.


(a)    Audited financial statements for years ended December 31, 2013 and 2012

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

(b)               Exhibit No.                                   Description
                  -----------                                   -----------


                 3.1            Articles of Incorporation of Fuels, Inc. (1)

                 3.2            Bylaws of Fuels, Inc. (1)

                 10.1           Assignment, February 2013 (1)

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

                 31.2           Certification of Principal Financial Officer pursuant to Section 302 of
                                the Sarbanes-Oxley Act

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

                 32.2           Certification of Principal Financial Officer pursuant to Section 906 of
                                the Sarbanes-Oxley Act


(1)  Incorporated by reference from the exhibits  included in the Company's Form
S-1 filed with the  Securities  and  Exchange  Commission  (www.sec.gov),  dated
September 13, 2013. A copy can be provided by mail, free of charge, by sending a
written request to Fuels, Inc., P.O. Box 917, Casper, Wyoming, 82602.

</TABLE>

                                       28
<PAGE>





                                   FUELS, INC.

                    FINANCIAL STATEMENTS FOR THE YEARS ENDED

                           DECEMBER 31, 2013 AND 2012

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of Fuels, Inc.:

We have audited the accompanying balance sheet of Fuels,  Inc.("the Company") as
of  December  31,  2013  and  2012  and the  related  statement  of  operations,
stockholders'  equity  (deficit) and cash flows for the years then ended and the
period May 25, 1999  (inception)  through  December  31, 2013.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion, the financial statement referred to above present fairly, in all
material  respects,  the financial  position of Fuels,  Inc., as of December 31,
2013 and 2012,  and the  results  of its  operations  and its cash flows for the
years then ended and the period May 25,  1999  (inception)  through  December 31
2013, in conformity with generally accepted accounting  principles in the United
States of America.

The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included consideration
of internal  control over  financial  reporting as a basis for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing  an  opinion  on  the  Company's   internal  control  over  financial
reporting. Accordingly, we express no such opinion.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/S/ B F Borgers CPA PC
----------------------
B F Borgers CPA PC
Denver, CO
March 27, 2014






<PAGE>
<TABLE>
<CAPTION>


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


                                                                            December 31,      December 31,
                                                                               2013              2012
                                                                          ---------------   ---------------

Assets
        Current Assets:
               Cash                                                                  $ -               $ -
                                                                          ---------------   ---------------
        Total Current Assets                                                           -                 -
                                                                          ---------------   ---------------
        Other assets:
               Farmout Agreement                                                   2,500                 -
                                                                          ---------------   ---------------
        Total Other Assets                                                         2,500                 -
                                                                          ---------------   ---------------
Total Assets                                                                     $ 2,500               $ -
                                                                          ===============   ===============

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

Stockholders' Equity
        Common stock, $0.001 par value; 50,000,000 shares authorized,  3,220,000
          and 720,000 shares issued and outstanding
          at September 30, 2013 and December 31, 2012, respectively                3,220               720
        Additional paid-in capital                                                 1,380             1,380
        Deficit accumulated during the development stage                          (2,100)           (2,100)
                                                                          ---------------   ---------------
               Total Stockholders' Equity                                          2,500                 -
                                                                          ---------------   ---------------
Total liabilities and stockholders' equity                                       $ 2,500               $ -
                                                                          ===============   ===============

See the notes to these financial statements.

</TABLE>

                                       29
<PAGE>
<TABLE>
<CAPTION>



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



                                                            For the Years Ended                   May 25, 1999
                                                      December 31,                               (Inception) to
                                                          2013                2012              December 31, 2013
                                                    -----------------   -----------------    ------------------------

Revenue:                                                         $ -                 $ -                         $ -
                                                    -----------------   -----------------    ------------------------
Operational expenses:
         General and Administrative Expenses                       -                   -                         600
         Accounting Fees                                           -                   -                       1,400
         Filing Fees                                               -                   -                         100
                                                    -----------------   -----------------    ------------------------
                 Total operational expenses                        -                   -                       2,100
                                                    -----------------   -----------------    ------------------------
Net income (Loss)                                                $ -                 $ -                    $ (2,100)
                                                    =================   =================    ========================
Per share information

Net income (loss) per common share
         Basic                                      $              *     $             *
         Fully diluted                                             *                   *
                                                    -----------------   -----------------
Weighted average number of common
         stock outstanding                                 2,966,575             720,000
                                                    -----------------   -----------------
         * Less than $(0.01) per share.


See the notes to these financial statements.


</TABLE>

                                       30
<PAGE>
<TABLE>
<CAPTION>


                                   FUELS, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDER'S EQUITY
             FROM MAY 25, 1999 (Inception) THROUGH DECEMBER 31, 2013
<S>                                                                             <C>


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

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

Net loss                                                        -             -             -                -             -
                                                   ---------------   -----------   -----------   --------------   -----------
Balance - December 31, 2006                               720,000           720         1,380           (2,100)            -
                                                   ---------------   -----------   -----------   --------------   -----------
Net loss                                                        -             -             -                -             -
                                                   ---------------   -----------   -----------   --------------   -----------
Balance - December 31, 2007                               720,000           720         1,380           (2,100)            -
                                                   ---------------   -----------   -----------   --------------   -----------
Net loss                                                        -             -             -                -             -
                                                   ---------------   -----------   -----------   --------------   -----------
Balance - December 31, 2008                               720,000           720         1,380           (2,100)            -
                                                   ---------------   -----------   -----------   --------------   -----------
Net loss                                                        -             -             -                -             -
                                                   ---------------   -----------   -----------   --------------   -----------
Balance - December 31, 2009                               720,000           720         1,380           (2,100)            -
                                                   ---------------   -----------   -----------   --------------   -----------
Net loss                                                        -             -             -                -             -
                                                   ---------------   -----------   -----------   --------------   -----------
Balance - December 31, 2010                               720,000           720         1,380           (2,100)            -
                                                   ---------------   -----------   -----------   --------------   -----------
Net loss                                                        -             -             -                -             -
                                                   ---------------   -----------   -----------   --------------   -----------
Balance - December 31, 2011                               720,000           720         1,380           (2,100)            -
                                                   ---------------   -----------   -----------   --------------   -----------
Net loss                                                        -             -             -                -             -
                                                   ---------------   -----------   -----------   --------------   -----------
Balance - December 31, 2012                               720,000           720         1,380           (2,100)            -
                                                   ---------------   -----------   -----------   --------------   -----------
Issuance of shares for oil and gas lease                2,500,000         2,500             -                -         2,500
Net loss                                                        -             -             -                -             -
                                                   ---------------   -----------   -----------   --------------   -----------
Balance - December 31, 2013                             3,220,000       $ 3,220       $ 1,380         $ (2,100)      $ 2,500
                                                   ===============   ===========   ===========   ==============   ===========
See the notes to these financial statements.


</TABLE>

                                       31
<PAGE>
<TABLE>
<CAPTION>


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

                                                                                                                      May 25, 1999
                                                                                    For the Years Ended              (Inception) to
                                                                                        December 31,                  December 31,
                                                                                   2013              2012                 2013
                                                                              ---------------   ---------------    -----------------
Cash Flows from Operating Activities:
        Net Loss                                                                         $ -               $ -             $ (2,100)

Adjustments to reconcile net loss to net cash used in operating activities:
                                                                                           -                 -                    -
                                                                              ---------------   ---------------    -----------------
Net Cash Used by Operating Activities                                                      -                 -               (2,100)
                                                                              ---------------   ---------------    -----------------
Net Cash Used in Investing Activities                                                      -                 -                    -
                                                                              ---------------   ---------------    -----------------
Cash Flows from Financing Activities:
        Proceeds from sale of common stock                                                 -                 -                2,100
                                                                              ---------------   ---------------    -----------------
Net Cash Provided by Financing Activities                                                  -                 -                2,100
                                                                              ---------------   ---------------    -----------------
Net Increase (decrease) in Cash                                                            -                 -                    -

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

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

See the notes to these financial statements.



</TABLE>

                                       31
<PAGE>




                                   FUELS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                 For the Years Ended December 31, 2013 and 2012


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

Business

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

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

Basis of Presentation

Development Stage Company

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

NOTE 2 - GOING CONCERN AND MANAGEMENT'S PLAN

The Company's  financial  statements  for the two-years  ended December 31, 2013
have been prepared on a going concern basis,  which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of  business.  The  Company  reported  an  accumulated  deficit  of $2,100 as of
December 31, 2013.  The Company did not recognize  revenues from its  activities
during  the  years  ended  December  31,  2013 and  2012.  These  factors  raise
substantial doubt about the Company's ability to continue as a going concern.

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


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Cash and Cash Equivalents

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

                                       32

<PAGE>





Oil and Gas Properties, Full Cost Method

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

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

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

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

Net Loss per Share

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

Stock-Based Compensation

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

Fair Value of Financial Instruments

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

                                       33
<PAGE>





Other Comprehensive Income

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

Income Taxes

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

Recent Accounting Pronouncements

There were accounting standards and interpretations issued during the year ended
December 31, 2013,  none of which are expected to have a material  impact on the
Company's financial position, operations or cash flows.

NOTE 4 - OTHER ASSETS

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

NOTE 5 - STOCKHOLDERS' EQUITY

The authorized capital stock of the Company is 50,000,000 shares of common stock
with a $0.001 par value. At December 31, 2013, the Company had 3,220,000  shares
of its  common  stock  issued and  outstanding.  The  Company  does not have any
preferred shares issued or authorized.

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

NOTE 6 - INCOME TAXES

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

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

                                       34

<PAGE>





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

                         Estimated NOL
                         Carry-forward      Valuation     Net Tax
     Period Ending          benefit         Allowance     Benefit
---------------------------------------------------------------------
   December 31, 2013           $ -             -               -
   December 31, 2012           $ -             -               -


NOTE 7 - SUBSEQUENT EVENTS:

The Company has  evaluated  it  activities  subsequent  to December 31, 2013 and
through the issuance of the financial  statements and found no other  reportable
subsequent events.


                                       35
<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.



                                                               Fuels, Inc.
                                                        ------------------------
Dated: March __, 2014
                                              By:  /s/ Roy C. Smith
                                                   -----------------------------
                                                   Roy C. Smith, President
                                                   and Chief Executive Officer
                                                  (Principal Executive Officer)


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




Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


Dated: March __, 2014
                                                                     Fuels, Inc.
                                         --------------------------------------

                                          /s/ Roy C. Smith
                                          --------------------------------------
                                          Roy C. Smith, Director

                                          /s/ Michael R. Butler
                                          --------------------------------------
                                          Michael R. Butler, Director

                                          /s/ Everett M. Gordon
                                          --------------------------------------
                                          Everett M. Gordon, Director



                                       36