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

                                 FORM 10-KSB

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

               For the fiscal year ended  - December 31, 2001

                                     OR

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

                       For the transition period from:


                       Commission file number: 0-9283


                         FUEL CORPORATION OF AMERICA
               (Name of Small Business Issuer in its charter)



              Nevada                                    88-0299716
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)               Identification Number)



                  7341 West Charleston Boulevard, Suite 130
                           Las Vegas, Nevada 89117
                  (Address of principal executive offices)

                   Issuer's telephone number: 702-858-3678

         Securities registered under Section 12(b) of the Act: None

            Securities registered under Section 12(g) of the Act:

                   Common Stock, $0.01 par value per share
                              (Title of class)

Check   whether  the issuer (1) filed all reports required  to  be  filed  by
Section 13 or 15(D) of the Exchange Act during the  past 12  months (or   for
such  shorter period that the registrant  was required to file such reports),
and (2) has been subject to  such filing requirements for the past 90 days.

                            YES [   ]   NO [ X ]

Check   if there is no disclosure of delinquent filers in response  to   Item
405 of Regulation S-B is not contained in this form, and no  disclosure  will
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-KSB or any amendment to this Form 10-KSB.  [   ]

State issuer's revenues for its most recent fiscal year.

                                    $ -0-

State  the  aggregate market value of the voting stock held by non-affiliates
computed  by  reference  to the price at which the stock  was  sold,  or  the
average  bid and asked prices of such stock,  as of  a specified date  within
the  past  60  days.  (See definition  of affiliate  in  Rule  12b-2  of  the
Exchange Act):

                                     -0-

Check   whether   the  issuer has filed all documents  and  reports  required
to  be  filed  by Section 12, 13 or 15(d) of the  Exchange  Act   after   the
distribution of securities under a plan confirmed by a court.

                    YES [   ]   NO [   ] Not Applicable.

                 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State  the  number of shares outstanding of each of the  issuer's classes of
common equity, as of the latest practicable date:

                      3,967,229 as of December 31, 2001

Transitional Small Business Disclosure Format (Check one):

                            YES [   ]   NO [   ]


















                                   PART I

ITEM 1. BUSINESS

The  Company  was  incorporated under the laws of the State of  Minnesota  on
December  18, 1957. Its name was changed from Minnesota Tree Farms,  Inc.  to
Minnesota Associated Properties, Inc. on November 13, 1971. On July 6,  1982,
the   name  was  changed  to  Fuel  Corporation  of  America.  Shortly  after
incorporation, the Company began selling undivided fractional  fee  interests
in its land. The Company raised approximately $1,150,000.00 in this manner.

Management  contracts  were entered into for the general  management  of  the
business  of  the Company, the planting, growing, harvesting, replanting  and
marketing  of  Christmas trees. This business was begun after  the  sales  of
interests  in  the  land were commenced. The Company  had  trees  planted  on
approximately 2400 acres of land.

On  August  7, 1961, the Company did a Regulation A underwriting in Minnesota
and  offered 20,000 common shares at $10.00 per share, the proceeds of  which
went  to  buying, planting, sowing, harvesting, replanting and  marketing  of
Scotch Pine trees. This management function was performed on properties  sold
to  investors by the Company subject to the management contract entered  into
between the Company and Investor.

In  the spring of each year, the Company planted unused acreage of land under
its  management with approximately 1,742 two-year-old Scotch pine  seedlings.
All seedlings were purchased from Mussor Forrests, Indiana, Pennsylvania.

After  several years, the Company incurred many problems ranging from gophers
to  people  dying  and  not paying their proportionate  share  of  taxes  and
management  fees. In 1968, the Company's management walked  away  from  their
responsibilities  and  turned over the presidency  to  Henry  Nobel  of  Park
Rapids, Minnesota. During his tenure as President and some time in 1969, most
of  records of the Company were destroyed in a fire at Osage, Minnesota in an
old farmhouse where he kept the Company's records and the exact status of the
Company  since  that  time  were uncertain and,  as  such,  certified  public
accountants  could not render opinions as to the financial condition  of  the
Company.

On  June 5, 1970, Mr. Frank Hall purchased the majority of the shares of  the
Company  and was elected President. Hoping to salvage the investment  of  the
undivided  interest holders, stockholders and the Company, Mr. Hall  and  the
Postal  Inspector in St. Paul, Minnesota, in hopes of finding  any  recovered
documents  of  the Company, came across but few non-important tract  of  land
documents.  Mr.  Hall  then accessed what salvaging could  be  done  for  the
Company.

Hall  visited the University of Illinois to meet with Dr. Wing Poo Chao, head
of  the Forestry Department and a forerunner in waste wood to fiberboard  for
commercial and industrial use, but the Scotch Pine variety that were  sampled
had to much fibrous moisture content and therefore would not be practical for
this enterprise.

Realizing  that the Company, its shareholders and undivided interest  holders
would  loose  their entire investment, Mr. Hall went to Corporate  Securities
Division of Minnesota and met with Sam Johnson, Corporate Securities Analyst.
Mr.  Hall  suggested  that  the  undivided  interest  holders  convert  their
interests for stock in the Company, sell whatever was salvageable,  and  look
for  the new enterprise for investment. Mr. Hall received permission from the
Securities  Division on the premise that the majority of  undivided  interest
holders accept the plan. Realizing that they would loose everything, Mr. Hall
received  the  majority to exchange the shares under exempt  registration  of
Minnesota,  Wisconsin, North Dakota, Oklahoma, and Michigan, where  undivided
interest holders or their heirs or relatives had moved. Mr. Hall had borrowed
$25,000  from  Universal Discount of St. Paul Minnesota, to  incur  costs  to
sustain  this endeavor, and put up eight (8) duplexes he built and  owned  in
Monrovia, California as collateral and, subsequently, lost the property  then
valued at $350,000 due to nonpayment on behalf of the Company. Mr. Hall never
received  salaries  due him but rather took stock in the Company.  Should  he
advance money or owed remuneration from the Company, he will most likely take
it in stock of the Company.

The Company held mining claim rights on certain properties located in Cochise
County,  Arizona  as  recorded in the official records  of  said  county.  On
November 20, 1979, the Company entered into a lease agreement with California
Exploration Corporation (Calex). The agreement was for the lessee to hold the
claims  for  the sole purpose of the exploration, development  and  operation
thereof  for  the production, removal and sale of all minerals and  rocks  of
every  kind,  nature and description. The Lessee was to pay total  rental  of
$184,750.00  for ten years of which $16,750.00 was to be paid  in  the  first
year. In addition, the agreement called for the Lessee to pay a royalty of 1%
(one  percent)  of  the value of the mill of the concentrates  produced  from
materials  mined and removed from the claims. The Lessee had  the  option  to
purchase  all of the Company's rights, title and interest on said claims  for
the  total purchase price of $4,500,000.00. The option was exercisable at any
time until November 19, 1989.

On  May  4,  1961, the Company cancelled its agreement with Calex. Calex  was
released  of  all  monies due the Company under the 1979  agreement  for  the
consideration  of  75% of all patented properties owned or  leased  by  Calex
totaling  530  acres  and state- leased properties aggregating  383.38  acres
under a prospecting permit issued to Calex. In addition, Calex was to receive
a  25% interest in the unpatented mining claim rights held by the Company  in
Cochise County, Arizona.

The Company received only $10,500.00 of the first year's rent under agreement
with  Calex.  The balance of rent receivable in the amount of  $6,250.00  was
reclassified  as  of  December 31, 1988 as additional cost  of  mining  claim
rights. The Company acquired the original unpatented mining claim rights from
the related entity - the U.S. Coal Corporation, at a cost of $1,500.00.

In  October 1981, the Company and Calex entered into an agreement of sale  of
all of the Company's mineral claim rights, comprising its 75% interest in the
unpatented mining claim rights in Cochise County, Arizona and 75% interest in
the  530  acres  of  patented  properties and 383.38  acres  of  state-leased
properties under a prospecting permit, as described above. The terms  of  the
sale  call for Calex to pay the Company the principal sum of $60.000.00  with
no  interest payable at $1,000.00 per month. In addition Calex was to pay the
Company 5% of defined net profits (pre-tax) from the unpatented claims and 2%
of   defined  net  profits  (pre-tax)  from  the  patented  and  state-leased
properties  for  a  period  of 15 years or until  the  Company  has  received
$4,500,000.00 whichever occurs first.

On  March  31, 1982, another agreement was entered into between  the  Company
(collectively  with Frank J. Hall, an individual) and Calex.  This  agreement
superseded all previous agreements for the sale of rights, title and interest
in and to the before mentioned properties.

The  purchase price was $1,000,000.00, payable in the following manner: Calex
was to pay 1% of the net smelter returns from any and all properties owned or
controlled  by Calex in the properties included in this agreement  until  the
purchase price was totally paid.

As  security for the indebtedness of Calex to the Company, Calex executed and
delivered to the Company a deed of trust that covers mining rights on several
thousand  acres  in Cochise County, Arizona. It also executed  and  delivered
personal property security agreement.

It  was  always  copper that precipitated these agreement and when  Venezuela
produced  copper at significant lower prices, the venture was never complete,
nothing was milled tippled and restaking and labor affidavits costs became  a
burden. The project was scrapped and the leases were never renewed.

In April 1980, the Company acquired an individual 1/8 (one eight) interest in
three  oil and gas leases in Hughes County, Oklahoma from Crown Oil  Company.
The  purchase  price  was $15,000.00. In connection, therewith,  the  Company
borrowed $15,000.00 from three individuals, one of whom was Director  of  the
Company, under non-interest bearing promissory notes. The notes for $5,000.00
each  were  originally due on demand or no later than  April  18,  1981.  The
Company  subsequently  negotiated to pay these notes from  future  production
proceeds under the leases. The Company assigned its interest in these oil and
gas leases as security for payment of the notes.

On December 8, 1983, a judgment was entered in the District of Hughes County,
State  of Oklahoma, and it was decreed that upon examining the file and  upon
hearing statement of counsel, such oil and gas leases be cancelled. This  was
the result of a complaint from Herbert M. Berkowitz against Crown Oil Company
and Minnesota Associated Properties, Inc. (now Fuel Corporation of America).

The  bankruptcy  of  Crown Oil Company and the inability of  the  Company  to
provide money toward working interest costs results in the loss of the lease.
Subsequently,  the  three  investors took stock  in  the  Company  for  their
original investment and the complaint against the Company was dropped.

On  June  14,  1982, Minnesota Associated Properties, Inc.  entered  into  an
agreement  of  purchase and of sale with Meyering and  Weir  Corp.  and  five
research  and development limited partnerships. In such agreement,   Meyering
and  Weir,  Inc.  agreed to sell, transfer and convey to the Company  al  the
assets of a coal brick production business including, but not limited to, all
capital  production equipment, production plant and all other assets involved
in the operation of the coal brick plant in Lindon, Utah. Such assets include
all  personal property, patents, patent applications technology, research and
development  relating  to  the  coal brick and  related  products,  real  and
personal property leases including without limitation the premises located at
800   West   150  North,  Lindon,  Utah,  leasehold  improvements,   accounts
receivable, cash on hand, and property on whatever description and nature now
held  Meyering with reference to the business conducted by E-Z Fire,  Inc.  a
Utah  corporation. These assets are estimated to have a fair market value  of
about  $1,000.000.00. Included also is the transfer and assignment of  right,
title  and  interest  in the promissory notes from a number  of  individuals.
These notes total $3,055,500.00 plus interest.

The  Company  issued 500,000 shares of its common stock to  Meyering  &  Weir
Corp.  The Company also agreed that it will issue additional common stock  to
Meyering  &  Weir Corp. if the original issuance did not have an open  market
value  of $1,500,000.00 two years from May 7, 1982. In addition, the  Company
was   to   provide  $5,000,000.00  funding  for  future  coal  brick  project
development  within  a sixty-month period. $500.000.00  was  supposed  to  be
funded  prior to July 1, 1982, but was not. The Company was also supposed  to
assume  the  performance obligations of E-Z Fire. Inc. in  the  research  and
development contracts.

In  conjunction  with of E-Z Fire project, Mr. Hall worked closely  with  the
City  of  Calexico, California to build the coal brick plant  in  that  city.
Under  what  was  known  as the Border Action Patrol  Program,  the  City  of
Calexico  would  offer real estate in an industrial park, be paid  a  reduced
price  for  the  land, and receive their payments on a long term  basis.  The
money  to build the plant and operational funds were to come from tax- exempt
industrial bonds which the Bank of America was going to subsidize and sell to
their best customers. The theory was to allow Mexican migrant workers to come
across  the  border  on  a daily basis to work and  go  home  each  night  to
Mexicali, earn American wages, and help flourish the Mexican Economy as  well
as  provide a better way of life for the Mexican people. Mr. Hall worked very
closely  with U.S. General Robert Cardenass as and Congressman Duncan  Hunter
of the 45th District, San Diego, California. Mr. Hall also worked closely and
paid for all costs for Max Martin of City Finance Plan, Downey, California to
prepare  all  documents to subordinate a S.B.A. Loan. The  City  of  Calexico
approved the Company to have 2-1/2 acres in the industrial park and the  Bank
of  America approved $5 million industrial bond program that would have given
the Company a 20-year to pay out scenario.

When  the  Gramm-Rudman  Bill passed in Washington  D.C.,  it  took  the  tax
exclusion off the industrial bonds and the Company, as well as 30 or 35 other
companies and the Border Action Patrol Program, was out of business, and  the
S.B.A.  loan  became  a  moot issue as well after two years  of  concentrated
efforts  by  the  Company and Mr. Hall. The Meyering &  Weir  contracts  were
cancelled  and the common stock received by Meyering & Weir were returned  to
the Company and it determined to look for another business enterprise.

On  September  28,  1990,  The  Company  formed  a  wholly  owned  subsidiary
Corporation.  The Company was Bilt-Rite Pacific, Inc. a Hawaiian Corporation,
and  leased  office  space  at Water Front Plaza, 500  AL  Monte,  Ste.  400,
Honolulu,  Hawaii 96813. The purpose of forming this wholly owned  subsidiary
was  to build and construct modular housing one the Big Island of Hawaii. Mr.
Hall retained the services of Mr. Larry Hangaard, Municipal Consultant, whose
expertise  of  jurisdiction  was  California,  Hawaii  and  Arizona.  He  was
prominently  adept  in General Obligation Bonds and spoke  twice  before  the
State  of Hawaii Housing Authority, who had at the time $650 million  dollars
of  money  to  be  allocated for housing developments for the Hawaiian  blood
heritage  population who were in dire need of appropriate housing. Our  plans
to  build  on  land appropriated for these homes by municipally funded  bonds
could  never  get out of committee. During the same time, a contract  to  co-
venture  build a project with Carl A. Sierson known as the Kahalu Village  on
the  Big  Island of Hawaii was cancelled as Mr. Sierson died.  The  municipal
project could never get underway due to the government committee delays  and,
therefore,  the Company decided not to go on with the project.   The  Company
thusly did not renew the Bilt-Rite Pacific, Inc. charter.

On  June  25,  1993, the Company entered into an agreement  with  GameVision,
Inc., a Nevada Corporation that had a prototype unit that would initially  go
into  Las  Vegas hotel rooms to occupy that ever increasing younger  children
that  travel to the Las Vegas destination with their parents who could,  with
the  swipe of a credit card and for a $10.00 per usage fee for one hour,  get
six  games  to play on the television monitor.  The Company was promised  $26
million  U.S.D.  to manufacture and distribute 10,000 units  by  MoniCorp  of
Miami,  Florida,  but  funds were never made available.  New  technology  had
surfaced  and the prototype became obsolete for the market place.  By  mutual
agreement between GameVision and the Company, this venture terminated.

The  following officers and/or directors have since resigned from the Company
or are deceased and are therefore no longer affiliated with the Company:





        R.D. North (Original Incorporator)
        Leslie Ike (Original Incorporator)
        Elvin Gull (Original Incorporator)
        Gorman King (Original Incorporator)
        Howard Olson (Original Incorporator)
        Harriet Morinville
        Wallace Solien
        David Lunde
        Robert Cox
        Michael Schloesman
        Dean Derby
        Anthony Psaltis
        Jon Arnett
        Robert Wentworth
        Carl Siesen

In  September 2001, the Board, consisting solely of Mr. Frank Hall decided to
hire  the  consulting services of Nevwest Securities Corporation  to  explore
possible  alternatives  for  shareholder maximization.   At  this  time,  the
Company has opted to become a  "blank check" company and to further engage in
any  lawful  corporate undertaking, including, but not limited  to,  selected
mergers  and acquisitions.  Frank Hall has agreed to pay all costs of current
accounting and filings with the Securities and Exchange Commission so  as  to
reactivate the Company as a reporting company.  Mr. Hall has also  agreed  to
advise the Company as to potential business combinations.

During the year 1997 the Company converted $188,975 of its debt into stock at
a  value of one share for every dollar of debt. The Company also wrote off an
asset  that it previously had on its balance sheet that related to a previous
merger that did not come to completion.

Also,  during  1997 the Company paid its president 312,500 shares  of  common
stock  for  previous  services rendered. At the end  of  1997  the  Board  of
Directors  also authorized the president to find a suitable merger candidate.
The  president was authorized to spend funds to pursue a merger candidate and
the  Company authorized the reimbursement of these expenses. During the years
following  the president spent his own funds in pursuit of a merger candidate
and  for certain minimal fees and expenses of the Company. During April  2001
the  president  was  reimbursed for some of these expenditures  at  $1.00  of
expenditure per share.   During July through December 31, 2001 the  President
received  additional  amounts  to  cover  expenses  paid  on  behalf  of  the
corporation.

Pursuant to the Articles of Incorporation, the Company is authorized to issue
50,000,000  shares of Common Stock at  $0.01 par value.  Each holder  of  the
Common  Stock  shall be entitled to one vote for each share of  Common  Stock
held. As of December 31, 2001, there are 3,967,229 shares of Common Stock and
no shares of Preferred Stock outstanding.

Since  1990,  the  Company  has not engaged in any operations  and  has  been
dormant.  As such, the Company may presently be defined as a "shell" company,
which  sole  purpose  at this time is to locate and consummate  a  merger  or
acquisition with a private entity.

The  Company has opted to resume the filing of reporting documentation in  an
effort  to  maximize shareholder value.   The best use and primary attraction
of  the Company as a merger partner or acquisition vehicle will be its status
as  a reporting public company.   Any business combination or transaction may
potentially  result  in  a  significant issuance of  shares  and  substantial
dilution to present stockholders of the Company.

The  proposed business activities described herein classify the Company as  a
"blank  check"  company.   Many  states  have  enacted  statutes,  rules  and
regulations  limiting the sale of securities of  "blank check"  companies  in
their  respective jurisdictions. Management does not intend to undertake  any
offering of the Company's securities, either debt or equity, until such  time
as  the  Company  has  successfully implemented its business  plan  described
herein.

                            GENERAL BUSINESS PLAN

At   this  time, the Company's purpose is to seek, investigate and, if   such
investigation   warrants,  acquire  an  interest  in  business  opportunities
presented  to it by persons or firms  who  or  which desire   to   seek   the
perceived  advantages  of   an   Exchange  Act registered  corporation.   The
Company will not restrict its search to  any specific business, industry,  or
geographical location and the  Company  may participate in a business venture
of   virtually any kind or nature.  This discussion of the proposed  business
is  purposefully   general  and  is not meant  to  be  restrictive   of   the
Company's  virtually  unlimited discretion to  search  for  and   enter  into
potential   business opportunities.  Management  anticipates that it  may  be
able  to  participate  in only one potential business venture   because   the
Company has  nominal  assets  and  limited financial  resources.   See   Item
7.   "FINANCIAL   STATEMENTS   AND  SUPPLEMENTARY   DATA."    This   lack  of
diversification   should  be considered  a  substantial risk to  shareholders
of   the   Company  because   it  will  not  permit the  Company  to   offset
potential losses from one  venture against gains from another.

The   Company  may  seek  a business opportunity with  entities   which  have
recently  commenced  operations,  or  which  wish  to  utilize   the   public
marketplace  in order to raise additional capital in  order to   expand  into
new  products or markets, to develop a new product or  service,  or for other
corporate  purposes.   The Company  may acquire assets and  establish  wholly
owned  subsidiaries in various businesses or acquire existing  businesses  as
subsidiaries.

The    Company  intends  to  advertise  and  promote  the  Company privately.
The  Company  has not yet  prepared  any  notices  or advertisement.

The   Company  anticipates  that  the  selection  of  a  business opportunity
in  which  to  participate  will be complex and extremely  risky.    Due   to
general economic conditions, rapid technological advances being made in  some
industries  and shortages of available capital,  management   believes   that
there   are   numerous   firms seeking   the    perceived   benefits   of   a
publicly    registered  corporation.  Such  perceived  benefits  may  include
facilitating   or  improving the terms on which additional  equity  financing
may   be  sought,  providing  liquidity  for  incentive  stock   options   or
similar   benefits  to  key  employees,  providing  liquidity   (subject   to
restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities  may occur  in  many  different
industries and at  various  stages  of development,  all  of  which will make
the   task  of  comparative investigation   and  analysis  of  such  business
opportunities extremely difficult and complex.

The  Company has, and will continue to have, little or no capital with  which
to  provide the owners of business opportunities  with any  significant  cash
or   other  assets.   However,  management believes  the Company will be able
to  offer  owners of acquisition candidates  the  opportunity  to  acquire  a
controlling   ownership  interest  in a publicly registered  company  without
incurring   the  cost   and   time  required to  conduct  an  initial  public
offering.  The  owners  of  the business opportunities will, however,   incur
significant  legal  and  accounting  costs  in  connection   with acquisition
of a business opportunity, including  the  costs  of preparing Form 8-K's, 10-
K's  or  10-KSB's,  agreements  and   related  reports  and  documents.   The
Securities Exchange Act of 1934  (the "34  Act"),  specifically requires that
any  merger or acquisition candidate comply  with  all applicable   reporting
requirements,  which  include  providing  audited  financial  statements   to
be  included  within the numerous filings relevant to complying  with the  34
Act.    Nevertheless, the officers and directors  of  the Company   have  not
conducted  market research and are not aware of statistical data which  would
support the perceived benefits of  a merger  or  acquisition transaction  for
the owners of a  business opportunity.

The  analysis of new business opportunities will be undertaken by, or   under
the   supervision   of,  the  officers  and  directors   of    the   Company.
Management    intends    to    concentrate    on    identifying   preliminary
prospective   business   opportunities   which   may   be  brought   to   its
attention  through present associations  of  the Company's     officers   and
directors,    or     by    the    Company's  shareholder.     In    analyzing
prospective business  opportunities, management will consider such matters as
the  available  technical,  financial   and   managerial  resources;  working
capital   and  other financial  requirements; history of operations, if  any;
prospects  for  the  future; nature of present and expected competition;  the
quality   and   experience of management  services  which  may  be  available
and   the   depth  of that management; the potential  for further   research,
development, or exploration;  specific  risk factors not now  foreseeable but
which  then  may  be  anticipated to impact the proposed  activities  of  the
Company; the potential for growth  or  expansion; the  potential for  profit;
the   perceived public  recognition  of  acceptance  of  products,  services,
or trades;   name  identification;  and  other   relevant   factors. Officers
and   directors   of   the  Company  do  expect  to   meet  personally   with
management  and key personnel of  the   business opportunity   as   part   of
their   investigation.  To  the  extent possible,  the   Company  intends  to
utilize   written  reports  and investigation to evaluate the above  factors.
The   Company  will not  acquire  or  merge  with  any  company   for   which
audited  financial   statements  cannot  be obtained  within   a   reasonable
period of time after closing of the proposed transaction.

The   Officers of the Company have limited experience in  managing  companies
similar to the Company and shall rely upon  their  own efforts   and,  to   a
much  lesser  extent,   the   efforts  of   the  Company's  shareholder,   in
accomplishing  the business purposes of the  Company.  The Company  may  from
time  to time utilize  outside consultants  or  advisors to effectuate    its
business   purposes described herein. No policies have been adopted regarding
use   of  such  consultants  or  advisors, the  criteria  to  be   used    in
selecting   such  consultants  or advisors,  the  services  to  be  provided,
the  term  of  service, or regarding the total amount  of fees  that  may  be
paid.  However,  because of the limited resources of  the   Company,   it  is
likely that any such  fee  the  Company agrees to pay would be paid in  stock
and not in cash.

The  Company will not restrict its search for any specific kind of firms, but
may  acquire  a  venture which is in its preliminary  or development   stage,
which   is   already  in  operation,   or   in essentially any stage  of  its
corporate life.  It is impossible to predict  at  this time the status of any
business   in  which  the Company  may  become engaged, in that such business
may   need   to  seek   additional capital, may desire  to  have  its  shares
publicly  traded,  or may seek other  perceived advantages which the  Company
may   offer.  However, the Company does not intend to obtain funds in one  or
more  private  placements to finance the operation of any  acquired  business
opportunity until such time as the Company  has successfully consummated such
a merger or acquisition.

It  is  anticipated  that  the Company will incur  nominal  expenses  in  the
implementation   of   its  business  plan  described   herein.  Because   the
Company   has  no  capital with  which  to  pay  these anticipated  expenses,
present  management  of  the  Company will  pay  these   charges  with  their
personal funds, as interest free  loans to  the  Company.  However, the  only
opportunity which management has  to have these loans repaid will be  from  a
prospective  merger or acquisition candidate.  Management  has  agreed  among
themselves that  the  repayment of any loans made on behalf of  the   Company
will    not   impede,   or   be  made  conditional   in   any   manner,    to
consummation of a proposed transaction.

                        ACQUISITION OF OPPORTUNITIES

In     implementing     a     structure   for   a     particular     business
acquisition,    the   Company   may   become   a   party   to    a    merger,
consolidation,   reorganization,  joint  venture,   or   licensing  agreement
with   another   corporation or  entity.   It  may  also acquire   stock   or
assets  of  an  existing  business.   On  the consummation  of a transaction,
it  is probable that  the  present management and shareholders of the Company
will no longer  be  in control  of  the  Company.  In addition, the Company's
directors  may,  as part of the terms of the acquisition transaction,  resign
and    be  replaced  by  new  directors  without  a  vote  of  the  Company's
shareholders or may sell their stock in the Company. Any and  all such  sales
will  only  be   made in compliance with the securities laws  of  the  United
States  and any applicable state.

It    is    anticipated   that   any   securities   issued   in   any    such
reorganization    would  be  issued  in  reliance   upon    exemption    from
registration  under applicable federal and state securities  laws.  In   some
circumstances,  however, as a negotiated element  of   its  transaction,  the
Company  may  agree to register all or a part of such  securities immediately
after the transaction is consummated or  at  specified times thereafter.   If
such  registration occurs, of  which there can be no assurance,  it  will  be
undertaken  by  the  surviving  entity after  the  Company  has  successfully
consummated a merger  or acquisition and the Company is no longer  considered
a "shell"  company.   Until such time as this occurs,  the  Company does  not
intend    to    register  any  additional   securities.    The  issuance   of
substantial additional securities and their potential sale  into  any trading
market  which may develop in the Company's securities  may  have a depressive
effect on  the  value  of  the Company's securities in the future, if such  a
market develops, of which there is no assurance.

While  the  actual  terms of a transaction to which the Company   may  be   a
party   cannot  be predicted, it may be expected  that  the parties  to   the
business  transaction will find it  desirable  to avoid  the  creation  of  a
taxable event and thereby structure  the acquisition  in  a  so-called  "tax-
free"   reorganization   under Sections  368(a)(1)  or  351 of  the  Internal
Revenue  Code  (the "Code").  In order to obtain tax-free treatment under the
Code, it may be necessary for the owners of the acquired business  to own 80%
or more of  the voting stock of the surviving entity.   In such  event,  the
shareholders  of the  Company,  would  retain  less than  20%  of the issued
and  outstanding shares  of the  surviving entity, which would result in
significant  dilution in the  equity of such shareholders.

As  part  of  the  Company's investigation, officers  and  directors  of  the
Company  may  personally  meet  with  management  and   key personnel,    may
visit and inspect material  facilities,  obtain analysis of  verification  of
certain  information provided,  check references  of    management   and  key
personnel,  and  take  other reasonable  investigative   measures,   to   the
extent    of    the  Company's  limited financial resources   and  management
expertise.  The  manner  in which the Company participates in an  opportunity
will  depend  on  the nature of the opportunity, the   respective needs   and
desires   of   the  Company  and  other  parties,   the management   of   the
opportunity   and   the  relative  negotiation strength of  the  Company  and
such other management.

With   respect   to   any merger or acquisition,  negotiations   with  target
company  management is expected to focus on the percentage of   the   Company
which   the  target company  shareholders  would acquire in exchange for  all
of  their  shareholdings in the  target company.    Depending   upon,   among
other   things,  the   target company's assets and liabilities, the Company's
shareholders  will  in    all   likelihood  hold   a   substantially   lesser
percentage ownership  interest  in  the  Company  following  any  merger   or
acquisition.   The  percentage  ownership  may  be   subject   to significant
reduction  in  the  event  the  Company  acquires  a   target  company   with
substantial  assets.  Any  merger  or  acquisition effected  by  the  Company
can be expected to have  a  significant dilutive effect on the percentage  of
shares held by the Company's then shareholders.

The  Company  will  participate  in a business  opportunity  only  after  the
negotiation  and execution of appropriate written agreements.  Although   the
terms    of   such  agreements   cannot   be   predicted,  generally     such
agreements     will     require    some     specific   representations    and
warranties  by all of the  parties  thereto, will specify certain  events  of
default, will detail the terms  of closing and the conditions which  must  be
satisfied  by  each  of  the parties prior to and after  such  closing,  will
outline  the  manner of  bearing costs, including costs associated  with  the
Company's attorneys  and  accountants,  will set forth remedies  on  default
and  will include miscellaneous other terms.

As stated hereinabove, the Company will not acquire or merge with any  entity
which   cannot  provide independent audited  financial statements   within  a
reasonable period of time after  closing  of the  proposed transaction.   The
Company  is  subject to all of  the reporting  requirements included  in  the
1934   Act.  Included  in these requirements is the affirmative duty  of  the
Company to file independent audited financial statements as part of its  Form
8-K  to   be   filed   with  the  Securities and Exchange   Commission   upon
consummation  of  a  merger or acquisition, as well as the Company's  audited
financial statements included in its  annual  report  on Form  10-K  (or  10-
KSB,  as  applicable).   If  such  audited financial  statements    are   not
available  at  closing,  or  within   time parameters necessary to insure the
Company's compliance with  the requirements  of  the  1934  Act, or  if   the
audited   financial statements provided do not conform to the representations
made  by  the   candidate  to  be  acquired in the  closing  documents,   the
closing  documents  will  provide  that  the  proposed  transaction  will  be
voidable,  at the discretion of the present management of  the  Company.   If
such  transaction is voided, the agreement will  also contain   a   provision
providing  for  the  acquisition  entity  to reimburse the  Company  for  all
costs associated with the  proposed transaction.

The   Company   does  not intends to provide the Company's  security  holders
with   any   complete  disclosure  documents,  including  audited   financial
statements,   concerning  an  acquisition  or   merger candidate   and    its
business   prior  to  the  consummation   of   any  acquisition   or   merger
transaction.

                                 COMPETITION

The   Company  will  remain an insignificant participant   among   the  firms
which  engage  in the acquisition of business opportunities. There  are  many
established   venture   capital   and   financial   concerns   which     have
significantly   greater  financial  and   personnel resources  and  technical
expertise  than the Company.  In  view  of the  Company's combined  extremely
limited  financial resources and limited management availability, the Company
will  continue to be at   a  significant  competitive  disadvantage  compared
to  the Company's competitors.

ITEM 2. DESCRIPTION OF PROPERTY.

The  Company  currently maintains a mailing address at 7341  West  Charleston
Boulevard,  Suite 130, Las Vegas, Nevada 89117, which is the address  of  its
President.   The  Company  pays  no rent for   the   use   of   this  mailing
address.  The  Company does not believe that it will  need  to   maintain  an
office at any time in the foreseeable future  in order to carry out its  plan
of operations described herein.

ITEM 3. LEGAL PROCEEDINGS.

The  Company  was  not involved in any legal proceedings  during  the  period
covered by this filing.

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

No   matters   were  submitted during the  fourth  quarter  of  the  calendar
year  covered  by this report to  a  vote  of  security holders.



                                   PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)  Market Information.

There is currently not a market for the Company's securities.

(b)  Holders.

As  of  December  31,  2001,  there were approximately  681  holders  of  the
Company's Common Stock.

(c)  Dividends.

The  Company  has never paid a cash dividend on its Common  Stock and has  no
present  intention to declare or pay cash dividends  on the  Common Stock  in
the  foreseeable future.  The Company intends to  retain  any earnings  which
it  may realize in the  foreseeable future to finance its operations.  Future
dividends, if any, will depend on earnings, financing requirements and  other
factors.

ITEM  6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF  OPERATIONS  AND
FINANCIAL CONDITIONS.

The  following discussion should be read in conjunction with  the information
contained  in the financial statements of the  Company and the Notes  thereto
appearing elsewhere herein.

Results of Operations

Fuel  Corporation of America, (the Company), was originally organized in  the
State  of  Minnesota on December 18, 1957. On November 13, 1971 the name  was
changed  to  Minnesota Associated Properties, Inc. and July 6,  1982  to  the
present name Fuel Corporation of America.  On February 21, 1991, a new Nevada
corporation was incorporated, also named Fuel Corporation of America, and was
subsequently  merged  with  the  Minnesota corporation,  leaving  the  Nevada
corporation as the surviving entity.

In  Minnesota the business of the Company has been trees and then mining, oil
and gas and related products. The Company has not had operations for the last
four  years. The Company has currently not had active operations since  1997.
The  Company  is  currently  exploring merging with  a  suitable  operational
company.

In  the year 2001, management, in an effort to salvage value for the sake  of
their  shareholders  and  therefore  optimize  their  interests,  decided  to
structure  the  Company  as  a potential merger candidate  or  "blank  check"
company.   It  caused  to  be filed  five years  of the  most  recent  annual
audited  financial  statements  of the Company  so  as  to  resume  reporting
status.

The   Company  believes that while there is some doubt as  to  the  Company's
continuance  as a going concern its success is  dependent upon  its   ability
to   meet  its  financing  requirements   and   the  success  of  its  future
operations  or  completion of a successful business combination.   Management
believes  that  actions  planned and  presently being  taken  to  revise  the
Company's  operating  and financial requirements provide the  opportunity  to
the Company  to continue as a going concern.

Since 1990, the Company has ceased all substantive operations.

Liquidity and Capital Resources.

As  of May 31, 2000, the Company had net operating losses available for carry
forward  of  $1,257,253, expiring in years through 2015.   Future utilization
of  this  carry over may be limited due to changes in control of the Company.
As  of  December  31,  2001, the Company has total  deferred  tax  assets  of
approximately  $188,588  due  to  operating loss  carry  forwards.   However,
because  of the uncertainty of the potential realization of these tax assets,
the  Company  has  provided a valuation allowance for the  entire   $188,588.
Thus,  no tax assets have been recorded in the financial statement as of  May
31, 2000.

The Company has no operating history as a blank check company and no material
assets.   The Company has no in cash and cash equivalents as of December  31,
2001.


















ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
___________________________________________________________________



                         FUEL CORPORATION OF AMERICA




                        AUDITED FINANCIAL STATEMENTS
                              December 31, 2001
                              December 31, 2000
                              December 31, 1999

































                              TABLE OF CONTENTS



COVER SHEET.............................                    F-1

TABLE OF CONTENTS............................               F-2

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' REPORT..........  F-3

BALANCE SHEET, ASSETS..........................             F-4

BALANCE SHEET, LIABILITIES AND STOCKHOLDERS' EQUITY.........F-5

STATEMENT OF OPERATIONS......................               F-6

STATEMENT OF STOCKHOLDERS' EQUITY................           F-7

STATEMENT OF CASH FLOWS......................               F-8

NOTES TO FINANCIAL STATEMENTS...................           F-9-11





























                             Shelley Intl., CPA
                              443 E. 10th Ave.
                               Mesa, AZ 85204
                               (480) 461-8301


              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

To the Board of Directors/
Audit Committee

Fuel Corporation of America

      I  have audited the accompanying balance sheets of Fuel Corporation  of
America as of June 30, 2001, December 31, 2000, 1999 and 1998 and the related
statements  of operations, stockholders' equity, and cash flows for  the  six
months ended June 30, 2001 and the years ended December 31, 200, 1999,  1998,
and 1997.  These financial statements are the responsibility of the Company's
management.  My  responsibility is to express and opinion on these  financial
statements based upon my audit.

      I  conducted  my  audit in accordance with generally accepted  auditing
standards.  Those  standards require that I 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.
An   audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as evaluating the  overall
financial  statement  presentation.  I  believe  that  my  audit  provides  a
reasonable basis for my opinion.

      In  my  opinion,  the financial statements referred  to  above  present
fairly,  in all material respects, the financial position of Fuel Corporation
of  America  as of June 30, 2001, December 31, 2000, 1999 and  1998  and  the
related  statements of operations, stockholders' equity, and cash  flows  for
the  six  months ended June 30, 2001 and the years ended December  31,  2000,
1999,  1998  and  1997  in  conformity  with  generally  accepted  accounting
principles.

      The  accompanying financial statements have been prepared assuming that
the  company will continue as a going concern. As discussed in the  notes  to
the  financial statements, the Company has no established source of  revenue.
This  raises substantial doubt about the Company's ability to continue  as  a
going  concern. The financial statements do not include any adjustments  that
might result from this uncertainty.

                              Shelley Intl., CPA
                                         /s
July 15, 2001
Mesa, AZ



                                     F-3


                         FUEL CORPORATION OF AMERICA


                                Balance Sheet

           As of September 30 30, 2001, December 31, 2000 and 1999

                                   ASSETS


                               September 30,      December 31,    December 31,

                                  2001                2000            1999


CURRENT ASSETS
   Cash                                 0                   0               0


   Total Current Assets                 0                   0               0


OTHER ASSETS

   Total Other Assets                   0                   0               0


TOTAL   ASSETS                          0                   0               0











        The accompanying notes are an integral part of these statements

                                     F-4






                         FUEL CORPORATION OF AMERICA


                                Balance Sheet

             As of December 31, 2001, December 31, 2000 and 1999

                    LIABILITIES AND STOCKHOLDERS' EQUITY


                              September 30,     December 31,       December 31,
                                 2001              2000               1999
LIABILITIES
  Current Liabilities                 -           28,162              7,295

  Total Current Liabilities           -           28,162              7,295

STOCKHOLDERS' EQUITY

   Common Stock, authorized
   50,000,000 shares, issued
   and outstanding 3,967,229
   shares December 31, 2001,
   1,682,105 Shares for
   December 31, 2000
   and and 1999
   respectively, par value        3,967            1,682              1,682
   $0.001

   Additional Paid in Capital 1,265,409        1,228,523          1,228,523


   Retained Earnings (Loss)  (1,269,376)      (1,258,367)        (1,237,500)


   Total Stockholders' Equity         -          (28,162)            (7,295)


TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY               0                0                  0









      The accompanying notes are an integral part of these statements

                                     F-5






                         FUEL CORPORATION OF AMERICA
                           Statement of Operations
                for the 9 months ended December 31, 2001 and
                      for the years 2000, 1999 and 1998

                      9 months        Year           Year             Year
                        ended         2000           1999             1998
                       9/30/01

REVENUE

Sales                                     0             0                0


Total Revenue                             0             0                0


OPERATING EXPENSES

Legal & Accounting       1,950        4,500
Consulting                 500
General and
Administrative           8,559       16,367         5,174            2,121
Loss on Investment

Total Operating
Expenses                11,009       20,867         5,174            2,121


Operating Income
(Loss)                 (11,009)     (20,867)       (5,174)          (2,121)


Provision for Income
Taxes                        0            0             0                0


Net Income (Loss)      (11,009)           0             0                0



Primary and Diluted
Earnings  (Loss)
per Share                    a            a         (0.01)               a

Weighted Average
Number of Common
Shares Outstanding   1,807,818     1,682,105      1,682,105      1,682,105


a: less than $(0.01)








The accompanying notes are an integral part of these statements

                                     F-6







                         FUEL CORPORATION OF AMERICA
                      Statement of Stockholders' Equity
                 from December 31, 1996 to December 31, 2001


                     Common Stock     Paid in    Accumulated      Total
                    Shares   Amount   Capital      Deficit

Stockholders'


Balance, December
31, 1996          1,207,573  1,208   1,039,709   (1,117,361)    (76,444)

Conversion of debt
to equity            20,125     20      20,105                   20,125

Conversion of debt
to equity            20,495     20      20,470                   20,490
Conversion of debt
to equity           148,360    148     148,212                  148,360


Cancellation of
shares              (26,943)   (27)         27                        -
Compensation for
consulting          312,500    313                                  313


Retained Earnings
(Deficit)                                          (112,844)   (112,844)

Balance,  December
31, 1997          1,682,105  1,682   1,228,523   (1,230,205)          -


Retained Earnings
(Deficit)                                            (2,121)     (2,121)

Balance, December
31, 1998         1,682,105   1,682   1,228,523   (1,232,236)     (2,121)


Retained Earnings
(Deficit)                                            (5,174)     (5,174)


Balance, December
31, 1999         1,682,105   1,682   1,228,523   (1,237,500)     (7,295)


Retained Earnings
(Deficit)                                           (20,867)    (20,867)


Balance, December
31, 2000         1,682,105   1,682   1,228,523   (1,258,367)    (28,162)


Conversion of
Debt Services    2,285,124   2,285      36,866                   39,171


Retained Earnings
(Deficit)                                           (11,009)    (11,009)


Balance, June
30, 2001         3,967,229   3,967   1,265,409   (1,269,376)          -











The accompanying notes are an integral part of these statements

                                     F-7






                         FUEL CORPORATION OF AMERICA
                           Statement of Cash Flow
                     for the 9 months ended 9/30/01 and
                       for the years 2000,1999 and1998


		        9 months        Year           Year           Year
		          ended         2000           1999           1998
		         9/30/01


Cash from Operations

Net Loss                 (11,009)      (20,867)       (5,174)        (2,121)

Loss on Investment

Change in Accounts
Payable                  (28,162)       20,867         5,174          2,121

Cash Provided by
Operations               (39,171)            0             0              0

Cash Used in
Operations                     0             0             0              0

Cash from Financing
Conversion of Debt
and Services              39,171                           0              0

Total Cash Provided
by Financing              39,171                           0              0

Net Change in Cash             0             0             0              0

Beginning Cash                 0             0             0              0

Ending Cash                    0             0             0              0










The accompanying notes are an integral part of these statements

                                     F-8






                         FUEL CORPORATION OF AMERICA
                June 30, 2001, December 31, 2000, 1999, 1998

                        NOTES TO FINANCIAL STATEMENTS


NOTE 1.  GENERAL ORGANIZATION AND BUSINESS

Fuel Corporation of America, (the Company), was originally organized  in
the  State of Minnesota on December 18, 1957. On November 13,  1971  the
name  was changed to Minnesota Associated Properties, Inc. and  July  6,
1982  to the present name Fuel Corporation of America.  On February  21,
1991,  a  new  Nevada  corporation was  incorporated,  also  named  Fuel
Corporation  of America, and was subsequently merged with the  Minnesota
corporation, leaving the Nevada corporation as the surviving entity.

In Minnesota the business of the Company has been trees and then mining,
oil and gas and related products. The Company has not had operations for
the  last four years. The Company is currently exploring merging with  a
suitable operational company.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  Company  has  no  assets  as of December  31,  2001.  The  relevant
accounting policies and procedures are listed below.

Accounting Basis
The Basis is generally accepted accounting principles.

Earnings per Share
The  basic  earnings  (loss)  per share is calculated  by  dividing  the
Company's net income (adjusted for certain dividends when paid)  by  the
weighted  average number of common shares during the year.  The  diluted
earnings  (loss) per share is calculated by dividing the  Company's  net
income (loss) (adjusted for certain dividends and certain interest  when
expensed)  by the diluted weighted average number of shares  outstanding
during   the  year.  The  diluted  weighted  average  number  of  shares
outstanding  is the basic weighted average number of shares adjusted  as
of the first of the year for any potentially dilutive debt or equity.

Dividends
The  Company  has  not  yet  adopted any  policy  regarding  payment  of
dividends. No dividends have been paid during the periods shown.

Income Taxes
The provision for income taxes is the total of the current taxes payable
and  the net change in the deferred income taxes. Provision is made  for
the deferred income taxes where differences exist between the period  in
which transactions affect current taxable income and the period in which
they  enter  into  the  determination of net  income  in  the  financial
statements.



                                     F-9
NOTE 3.  GOING CONCERN

The  accompanying financial statements have been prepared assuming  that  the
Company  will continue as a going concern, which contemplates the realization
of  assets  and  the  liquidation of liabilities  in  the  normal  course  of
business.  However,  the  Company  has  no  current  source  of  revenue,  no
operations.  Without realization of additional capital, it would be  unlikely
for  the  Company to continue as a going concern. It is management's plan  to
seek a suitable merger candidate which would support the needed cash flow.

NOTE 4.  STOCKHOLDERS' EQUITY

Preferred Stock
On  April  15, 1991 the Company authorized 1,500,000 shares of preferred
stock  with  a  par  value of $0.001 per share. Currently  there  is  no
preferred  stock issued or outstanding. The Company does not  anticipate
the utilization of this preferred stock in the near future.

Common Stock
On  April  15, 1991 the Company changed the capital structure of  common
stock  to 50,000,000 shares authorized with a par value of $0.001.  This
has been the structure from that time until present.

During  the  year 1997 the Company converted $188,975 of its  debt  into
stock at a value of one share for every dollar of debt. The Company also
wrote  off  an  asset that it previously had on its balance  sheet  that
related to a previous merger that did not come to completion.

Also,  during  1997  the Company paid its president  312,500  shares  of
common stock for previous services rendered.

At  the end of 1997 the Board of Directors also authorized the president
to  find  a suitable merger candidate.  The president was authorized  to
spend funds to pursue a merger candidate and the Company authorized  the
reimbursement  of  these  expenses.  During  the  years  following   the
president spent his own funds in pursuit of a merger candidate  and  for
certain minimal fees and expenses of the Company. During April 2001  the
president  was  reimbursed for some of these expenditures  at  $1.00  of
expenditure  per  share.   During July through  December  31,  2001  the
President  received additional amounts to cover expenses paid on  behalf
of the corporation.

NOTE 5.  RELATED PARTY TRANSACTIONS

The  Company neither owns nor leases any real or personal property. Most
office  services are provided without charge by the president who  lives
in  Nevada.  Such costs are immaterial to the financial  statements  and
accordingly,  have  not  been  reflected  therein.  Some  expenses,   as
explained  above,  were reimbursed. The officers and  directors  of  the
Company  are  involved  in other business activities  and  may,  in  the
future,  become involved in other business opportunities. If a  specific
business opportunity becomes available, such persons may face a conflict
in selecting between the Company and their other business interests. The
Company  has  not  formulated  a  policy  for  the  resolution  of  such
conflicts.



                                    F-10
NOTE 6.  PROVISION FOR INCOME TAXES

As  of  December  31, 2000 the Company had a federal net operating  loss
carryforward  (NOL) of $1,257,253. Nevada has no state corporate  income
taxes. This federal NOL in the future could be utilized to cover taxable
operating income of the same amount, thus creating a future tax  benefit
of $188,588 at the minimum federal corporate tax rate of 15%. Because of
the  non-operational  nature  of  the  Company  at  present,  there   is
substantial doubt as to the Company's ability to fully utilize this  tax
benefit.  Therefore,  the Company has established  a  valuation  account
which in effect, negates the tax benefit.

          Net change in Deferred Tax Benefit       188,588

          Current Taxes Payable                          0

          Provision for Income Taxes before
          Valuation account                        188,588

          Valuation account                       (188,588)

          Net Provision for Income Taxes                 0

The federal NOL is due to expire 15 years from the date of its creation.
The  chart  below shows the year of creation, the amount of each  year's
NOL and the year of expiration if not utilized.

          Year Created        Amount        Year to Expire

             Prior to 1994    880,008       various years
                                             Ending 2008

               1994           187,389            2009
               1995            23,007            2010
               1996            26,957            2011
               1997           112,844            2012
               1998             2,043            2013
               1999             4,923            2014
               2000            20,082            2015

     Total NOL Carryforward   1,257,253

NOTE 7.  REVENUE AND EXPENSES

The  Company  currently has no operations and no revenue.  All  expenses
shown on these financial statements were initially paid by the president
and  subsequently reimbursed by the Company. This reimbursement was done
with shares of common stock in 1997 and again in 2001.


____________________________________________________________________






                                  PART III

ITEM  9.     DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

OFFICERS AND DIRECTORS

The  following  table  sets forth certain information  concerning each of the
Company's directors and executive officers:

NAME            AGE            POSITION

Frank Hall       66          President, CEO, and Director


Frank Hall was a graduate of the University of Southern California 1957. Hall
majored  in finance in the school of Business Administration. Currently,  and
since  1962  he has held Life and insurance disability license and represents
many  insurance  companies  when  Hall took  over  as  a  President  of  Fuel
Corporation of America in June 1970, he has worked as President  and  CEO  of
ProCell Communications, Inc. which had annual sales of around $ 6 million  in
1993  and  1994,  a  Las  Vegas based Company. In 1992,  Mr.  Hall  also  was
Marketing  Vice President for Equity First Mortgage, a Nevada based  Company.
Prior  to  that,  Hall devoted most of his time between Fuel  Corporation  of
America  and insurance sales. Hall is on the Board of Directors of Entretech,
LLP and Uniworld, Inc. both a Nevada based Companies, dedicated to Building a
Consumer  Comparison  Center in Las Vegas with the Municipal  and  Government
Aid. Frank has also participated in many fundraisers such as implementing the
First  Golf Tournament in Pasadena where the proceeds benefited the Salvation
Army to build a gym used for Olympic Athletes at the Los Angeles Olympiad. He
helped raise funds for drug and alcohol rehabilitation units in Pasadena; Big
Brothers; Al Malakah Shrine Hospital.


SIGNIFICANT EMPLOYEES

The  Company has no regular employees.  Frank Hall devotes approximately 10%
of his time to the Company's business.

ITEM 10. EXECUTIVE COMPENSATION.

Presently,  none of the Company's current officers or directors  receive  any
compensation  for  their respective services rendered unto the  Company,  nor
have  they  received such compensation in the past 12 years.  They  all  have
agreed  to  act  without  compensation  until  authorized  by  the  Board  of
Directors,  which  is not expected to occur until the Company  has  generated
revenues  from operations after  consummation  of  a  merger or  acquisition.
The   Company  currently   has   no  funds  available  to  pay  officer    or
directors. Further,  none  of  the  officer or directors  are  accruing   any
compensation pursuant to any agreement with the Company.

It  is possible that, after the Company successfully consummates a merger  or
acquisition with an unaffiliated entity, that  entity may  desire  to  employ
or retain one or a number of members of the
Company's   management  for  the  purposes of  providing   services   to  the
surviving entity, or otherwise provide other compensation  to such   persons.
However,  the Company has adopted a policy whereby the  offer  of  any  post-
transaction  remuneration  to   members   of  management  will   not   be   a
consideration   in  the  Company's   decision  to  undertake   any   proposed
transaction.   Each  member of management has  agreed   to  disclose  to  the
Company's   Board   of   Directors   any  discussions   concerning   possible
compensation to be paid  to  them by  any entity that proposes to undertake a
transaction  with  the Company  and further, to abstain from voting  on  such
transaction.  Therefore,  as  a  practical matter,  if  each  member  of  the
Company's Board  of Directors is offered compensation in any form  from   any
prospective    merger  or  acquisition  candidate,  the proposed  transaction
will  not  be approved by  the  Company's  Board  of Directors  as  a  result
of   the   inability   of   the   Board   to  affirmatively  approve  such  a
transaction.

It   is  possible  that  persons  associated  with  management  may  refer  a
prospective merger or acquisition candidate to the Company. In the  event the
Company consummates a transaction with any  entity referred by associates  of
management,  it  is possible that such an associate will be  compensated  for
their  referral in the form of a finder's fee.  It is anticipated  that  this
fee  will  be  either  in the form of restricted common stock issued  by  the
Company as part of  the terms of the proposed transaction, or will be in  the
form  of  cash consideration.  However, if such  compensation is in  the form
of  cash,  such  payment  will  be tendered  by  the  acquisition  or  merger
candidate,   because   the Company  has  insufficient  cash  available.   The
amount  of  such finder's fee cannot be  determined as of the  date  of  this
registration   statement,   but  is  expected   to   be     comparable     to
consideration   normally   paid   in   like transactions.    No   member   of
management  of  the  Company  will receive  any  finders fee, either directly
or  indirectly,  as  a
result   of   their respective efforts to implement  the  Company's  business
plan outlined herein.

No  retirement,  pension, profit sharing, stock option or insurance  programs
or   other   similar  programs have been  adopted  by  the  Company  for  the
benefit of its employees.

ITEM  11.  SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT.

PRINCIPAL STOCKHOLDERS

The   following  table sets forth certain information as  of  June  31,  2001
regarding  the beneficial ownership of the Company's  Common Stock   by   (i)
each  stockholder known by the Company  to  be  the beneficial  owner of more
than 5% of the Company's Common  Stock, (ii)  by  each Director and executive
officer  of the Company  and (iii) by all executive officer and Directors  of
the  Company  as   a group. Each of the persons named in the table  has  sole
voting and investment power with respect to Common Stock beneficially owned.

NAME AND ADDRESS                             NUMBER OF           PERCENTAGE
                                             SHARES OWNED        OF SHARES
                                             OR CONTROLLED         OWNED

Frank Hall                                    2,900,525            73.11%
7341 West Charleston Boulevard, Suite 130
Las Vegas, Nevada 89117

ALL DIRECTORS AND OFFICERS AS GROUP           2,900,525            73.11%




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In  August  of 2001, the Board, consisting solely of Mr. Frank Hall  resolved
that  the  Company  has opted  to become  a  "blank  check"  company  and  to
further  engage  in  any lawful  corporate  undertaking, including, but   not
limited  to, selected  mergers and acquisitions.  Fran Hall, President of the
Company,  has agreed to pay all costs of  current  accounting   and   filings
with  the  Securities  and Exchange  Commission  so  as  to  reactivate   the
Company   as  a reporting  company.  Nevwest Securities Corporation has  also
agreed to advise the  Company as  to  potential  business combinations and to
corporate  consulting services related to getting the  Company  listed  on  a
public exchange


                                   PART IV

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS  ON
FORM 8-K.

(a) Financial Statements are contained in Item 7.

(b) Reports on Form 8-K

No  reports on Form 8-K have been filed during the last quarter of the period
covered by this report.

(c) Exhibits.

* 3.1     Articles of Incorporation
* 3.2     Bylaws of the Company

*     These     documents   are   rendered   as   previously    filed     and
incorporated  by  reference  to the  Company's  previous   filings  with  the
Securities and Exchange Commission.

                                 SIGNATURES

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

FUEL CORPORATION OF AMERICA

Date: May 12, 2002

By:
__________________________________
/s/ Frank Hall
President, Chief Executive Officer