UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-KSB/A

Amendment
No. 1



|[X]
      Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934     
|---------------------------------------------------------------------------------------------------
|                                                                                                   
|For the Fiscal Year Ended December 31, 2004                                                        
|                                                                                                   
|[   ] 
    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 000-50709                                                                   
|                                                                                                   
|                                                                                                   
|FUEL CORPORATION OF AMERICA                                                                        
|(Name of small business issuer in its charter)                                                     
|                                                                                                   
|Nevada                                                                                             
|(State or other jurisdiction of incorporation or organization)                                     
|                                                                                                   
|7656 Rolling View, #201
Las Vegas, Nevada                                                          
|(Address of principal executive offices)                                                           
|                                                                                                   
|Issuers telephone number: (702) 858-3678                                                          
|                                                                                                   
|Securities Registered Pursuant to Section 12(b) of the Act: NONE                                   
|                                                                                                   
|Title of each class                                                                                
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Securities Registered Pursuant to Section 12(g) of the Act: None                                   
|                                                                                                   
|COMMON STOCK                                                                                       
|(Title of class)                                                                                   
|                                                                                                   
|                                                                                                   
|(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.  [X] Yes [   ] No



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. [X]



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). [  ]



The issuer's revenue for its most recent fiscal year was $0.



The Companys common stock is listed on the Over-the-Counter Bulletin Board under the stock ticker symbol FCRA.  The aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 15, 2004 was $0.



The number of shares outstanding of each of the issuer's classes of common equity, as of December 31, 2004 was 3,993,593.



DOCUMENTS INCORPORATED BY REFERENCE



If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).



Transitional Small Business Disclosure Format (Check one): Yes [   ] No [X]



















---





Table of Contents







ITEM 1.  DESCRIPTION OF BUSINESS..........................................................................................................................................................
4







ITEM 2.  DESCRIPTION OF PROPERTY.......................................................................................................................................................
11



ITEM 3.  LEGAL PROCEEDINGS....................................................................................................................................................................
12



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................................................................................
12



PART II



ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................................................
12



ITEM 6.  MANAGEMENT'S PLAN OF OPERATION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.......................................................................................................................................................................................................
14



ITEM 7.  FINANCIAL STATEMENTS..........................................................................................................................................................
19



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS...........................................................................................
24



ITEM 8A.  CONTROLS AND PROCEDURES................................................................................................................................................
24



ITEM 8B.  OTHER INFORMATION...............................................................................................................................................................
25



PART III



ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.....................................................................................................................................................................
26



ITEM 10.  EXECUTIVE COMPENSATION....................................................................................................................................................
26



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................................................
27



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................................................................................
28



ITEM 13.  EXHIBITS..........................................................................................................................................................................................
29



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES................................................................................................................ 
29



SIGNATURES.......................................................................................................................................................................................................... 
30









3



---





FORWARD LOOKING STATEMENTS



This Annual Report contains forward-looking statements about our business, financial condition and prospects that reflect our managements assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Fuel Corp.s actual results may differ materially from those indicated by the forward-looking statements.



The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand its customer base, managements ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.



There may be other risks and circumstances that management may be unable to predict.  When used in this Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates"and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.



PART I



ITEM 1.  DESCRIPTION OF BUSINESS.



Business Development



Fuel  Corporation of America, (the "Company" or  "FCA")  was incorporated under the laws of the State of Minnesota  under  the Name  Minnesota Tree Farms, Inc. on December 18, 1957.   At  that time,  the Company was primarily engaged in acquiring real estate for  the  purposes of cultivating and marketing Christmas  trees. The  Company  secured land for these purposes  through  sales  of undivided fractional fee interests.  At its peak, the Company had trees planted on approximately 2400 acres of land.  On August  7, 1961,  the  Company  commenced  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.   The Company  raised approximately $1,150,000.00 in this  manner.   On November  13,  1971  The Company changed its  name  to  Minnesota Associated Properties, Inc.  On July 6, 1982, it changed its name to  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  1968,  the Company's management resigned due  mainly  to difficulties in successfully executing the business plan.   Henry Nobel of Park Rapids, Minnesota was named Chief Executive Officer and  the Company ceased operations.  In 1969, many of records  of the  Company  were destroyed in a fire in Osage,  Minnesota.   On June 5, 1970, Mr. Frank Hall purchased the majority of the shares of  the  Company  and was elected President.  Mr. Hall's  primary goal  is  to salvage some value related to the undivided interest holders,  stockholders and the Company.  In September, 2001,  the Company  ceased any and all significant operations.  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.  The  Company  seeks  to qualify  as  a  fully  reporting issuer with the  Securities  and Exchange  Commission  so  as  to  reactivate  the  Company  as  a reporting company.



Pursuant  to the Articles of Incorporation, the  Company  is authorized to issue 50,000,000 shares of Common Stock  at  $0.001 par  value.  Each holder of the Common Stock is entitled  to  one vote  for  each share of Common Stock held.  As of  December  31, 2002,  there are 3,993,593 shares issued and outstanding  and  no shares  of  Preferred Stock outstanding.  Presently, the  Company may  be  defined as a "shell" company, which sole purpose  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.



The  Company's administrative office is located at 7656 Rolling View Drive, #201, Las Vegas Nevada,  89149.   The Company's telephone number is (702) 858-3678.



The  Company's  transfer  agent is OTR  Securities  Transfer Agent  &  Registrar,  317 SW Alder Street  Suite  1120,  Portland Oregon, 97204, phone (503) 225-0375.



Fuel Corporation of America's fiscal year end is December 31.





Business of Issuer



Principal Products and Services and Principal Markets



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.   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.

4



---





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  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 may 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 officer(s)  and  director(s) 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.





5

---





The   analysis  of  new  business  opportunities   will   be undertaken  by,  or under the supervision of, the officer(s)  and director(s) 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  officer(s) and director(s), or by  the  Company's shareholders.   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. Officer(s)  and  director(s) 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 losing of the proposed transaction.



The  Officer(s)  of the Company have limited  experience  in managing  companies similar to FCA and shall rely upon their  own efforts  and,  to  a  much  lesser extent,  the  efforts  of  the Company's shareholders, 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 director(s) 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  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.



6

---



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,  officer(s)  and director(s)  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.



Employees



The Company plans to rely exclusively on the services of its officer  and  director,  Mr. Frank Hall and  does  not  have  any employees.    The  Company  believes  that  its  operations   are currently on a small scale that is manageable by one individual.



Reports to Security Holders



Annual Reports



The Company  intends to deliver annual reports to  security holders  and the United States Securities and Exchange Commission on Form 10-KSB in accordance with the provisions of Section 12 of the  Securities  Exchange Act of 1934, as amended.   Such  annual reports will include audited financial statements.



7

---





Periodic Reports with the SEC



As  of  the  date of this annual report, we have  filed  all necessary periodic reports with the SEC, as required by  law  and regulations applicable to fully reporting companies.



Availability of Filings



You may read and copy any materials we file with the SEC  at the  SEC's  Public  Reference Room at  450  Fifth  Street,  N.W., Washington,  D.C.  20549.   You may  obtain  information  on  the operation of the Public Reference Room by calling the SEC  at  1-800-SEC-0330.   Additionally, the SEC maintains an Internet  site (http://www.sec.gov) that contains reports, proxy and information statements  and  other information regarding  issuers  that  file electronically with the SEC.



ITEM 2.  DESCRIPTION OF PROPERTY



Description of Property



The  Company's administrative office is located at 7656 Rolling View Drive, #201, Las Vegas, Nevada, 89149.   The Company's  telephone  number is (702) 858-3678.   This  space  is provided to the Company at no charge by Mr. Frank Hall.



There are currently no proposed programs for the renovation, improvement   or  development  of  the  facilities  the   Company currently  uses.  The Company believes that this  arrangement  is suitable  given  the nature of its current operations,  and  also believes that it will not need to lease additional administrative offices for at least the next 12 months.



Investment Policies



The  Company's  management does not currently have  policies regarding the acquisition or sale of real estate assets primarily for  possible capital gain or primarily for income.  The  Company does  not  presently hold any investments or  interests  in  real estate, investments in real estate mortgages or securities of  or interests in persons primarily engaged in real estate activities.



8

---



ITEM 3.  LEGAL PROCEEDINGS



We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation.



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



We did not hold a shareholders meeting in 2004, thus there was no vote of securities holders in 2004.





PART II



ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market information



There  is  no  established public  trading  market  for  the Company's  securities  and  a  regular  trading  market  may  not develop, or if developed, may not be sustained.  A shareholder in all  likelihood, therefore, will not be able to resell his or her securities  should  he or she desire to do so when  eligible  for public  resales.   Furthermore, it is  unlikely  that  a  lending institution  will  accept  the Company's  securities  as  pledged collateral  for  loans unless a regular trading market  develops. The   Company   has   no   plans,  proposals,   arrangements   or understandings with any person with regard to the development  of a trading market in any of its securities.



Holders



As  of  December  31,  2004, the Company  had  approximately 3,993,593  shares  of $0.001 par value common  stock  issued  and outstanding  held  by approximately 683 shareholders  of  record. The  Company's Transfer Agent is OTR Securities Transfer Agent  & Registrar,  317  SW  Alder Street Suite  1120,  Portland  Oregon, 97204, phone (503) 225-0375.



Dividends



The Company has never declared or paid any cash dividends on our  common  stock.   For  the foreseeable  future,  the  Company intends  to  retain any earnings to finance the  development  and expansion  of  its business, and does not anticipate  paying  any cash dividends on its common stock.  Any future determination  to pay dividends will be at the discretion of the Board of Directors and  will  be dependent upon then existing conditions,  including the  Company's  financial condition and  results  of  operations, capital    requirements,   contractual   restrictions,   business prospects,  and  other  factors  that  the  board  of   directors considers relevant.



Securities  Authorized  for  Issuance Under  Equity  Compensation Plans



The following table provides the following information as of December 31, 2004,  for  equity compensation  plans  previously approved  by  security holders, as well as those  not  previously approved by security holders:



1.

The number of securities to be issued upon the exercise of outstanding options, warrants and rights (column (a));

2.

The weighted-average exercise price of the outstanding options, warrants and rights (column (b)); and

3.

Other than securities to be issued upon the exercise of the outstanding options, warrants and rights, the number of securities remaining available for future issuance under the plan (column (c)).

9



---





|Plan Category                                              | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------------
|                                                           | (a)                                                                                         | (b)                                                                         | (c)                                                         
|Equity compensation plans approved by security holders     | -                                                                                           | -                                                                           | -                                                           
|                                                           |                                                                                             |                                                                             |                                                             
|Equity compensation plans not approved by security holders | -                                                                                           | -                                                                           | -                                                           
|                                                           |                                                                                             |                                                                             |                                                             
|Total                                                      | -                                                                                           | -                                                                           | -                                                           



Recent Sales of Unregistered Securities



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 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 September 30, 2001 the  President  received additional  shares  to  cover expenses  paid  on  behalf  of  the corporation.



10

---





During the year 2002 the Company issued 24,229 shares of restricted common stock to its president for debt.



Also during  the  year of 2002 the  Company  issued 2,135 shares of common stock to cover $2,135 of services rendered on behalf of the Company.



ITEM 6.  MANAGEMENT'S PLAN OF OPERATION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION



Plan of Operation



The  Company is a development stage enterprise with a business plan  to  seek  to acquire or merge with potential businesses  that may,  in  the Company's opinion, warrant the Company's involvement. The  Company's  discretion is unrestricted, and may participate  in any business whatsoever that, in its opinion, may meet the business objectives  the  Company has addressed.  Indeed,  the  Company  may effectuate a business combination with another business outside the United States.  The Company has not limited the scope of its search to a particular region.  The Company does not intend to utilize any notices  or  advertisements in the Company's  search  for  business opportunities.



The Company will be primarily responsible for searching for an appropriate  merger  or  acquisition candidate.   However,  to  the extent  that the Company's existing stockholders are aware  of  any potential  business acquisition candidates, they are  obligated  to refer these candidates to management.  The Company recognizes  that as   a  result  of  its  limited  financial,  managerial  or  other resources, the number of suitable potential businesses that may  be available  to the Company will be extremely limited.  The Company's principal  business  objective will be  to  seek  long-term  growth potential  in  the  business in which it participates  rather  than immediate, short-term earnings.  In seeking to attain the Company's business  objectives, the Company will not restrict its  search  to any  particular  industry.   Rather, the  Company  may  investigate businesses  of  essentially any kind or nature, including  but  not limited   to  finance,  high  technology,  manufacturing,  service, research  and  development, communications,  insurance,  brokerage, transportation,  and others.  Management may also  seek  to  become involved  with other development stage companies or companies  that could  be  categorized as "financially troubled."  At  the  present time,  we have not chosen the particular area of business in  which we propose to engage and have not conducted any market studies with respect to any business, property or industry.



Evaluation Criteria



The   analysis  of  potential  business  endeavors   will   be undertaken by or under the supervision of management, no member  of which is a professional business analyst.  The Company's management is  comprised  of individuals of varying business experiences,  and they  will  rely  on  their  own business judgment  in  formulating decisions  as  to  the  types of businesses that  the  Company  may acquire  or  in  which the Company may participate.   It  is  quite possible  that management will not have any business experience  or expertise  in  the  type of business engaged in  by  us  ultimately acquired.   Management will seek to examine those factors  we  have discussed when making a business decision; however, the mention  of these  factors  to  be examined by management with  regard  to  its determining the potential of a business endeavor should not be read as  implying any experience or expertise on behalf of management as to  the business chosen.  These factors are merely illustrative  of the  types of factors that management may consider in evaluating  a potential acquisition.



11

---





Management  anticipates that the selection  of  an  acquired business will be complex and risky because of the competition for particular  business opportunities.  The nature of the  Company's search  for  the  acquisition  of an acquired  business  requires maximum  flexibility inasmuch as we will be required to  consider various  factors and divergent circumstances which  may  preclude meaningful   direct   comparison  among  the   various   business enterprises, products or services investigated.  Investors should recognize  that  the possible lack of diversification  among  the Company's  acquisition  may not permit  it  to  offset  potential losses  from  one  venture against profits  from  another.   This should be considered a negative factor affecting any decision  to purchase   the   shares.   The  Company   will   have   virtually unrestricted   flexibility  in  identifying   and   selecting   a prospective  acquired business.  Management will consider,  among other  factors in evaluating a prospective acquired business  and determining the "fair market value," the following:



1.

The acquired business' net worth;



2.

The acquired business' total assets;



3.

The acquired business' cash flow;



4.

Costs associated with effecting the business combination;



5.

Equity interest in and possible management participation in the acquired business;



6.

Earnings and financial condition of the acquired business;



7.

Growth potential of the acquired business and the industry in which it operates;



8.

Experience  and  skill of management and availability  of additional personnel of the acquired business;



9.

Capital requirements of the acquired business;



10.

Competitive position of the acquired business;



11.

Stage of development of the product, process or service of the acquired business;



12.

Degree of current or potential market acceptance  of  the product, process or service of the acquired business;



13.

Possible proprietary features and possible other protection of the product, process or service of acquired business; and



14.

Regulatory environment of the industry in which the acquired business operates.



The preceding criteria is not intended to be exhaustive; any evaluation  relating  to  the merits  of  a  particular  business combination will be based, to the extent relevant, on  the  above factors  as  well  as  other considerations  deemed  relevant  by management  in  connection with effecting a business  combination consistent with the Company's business objectives.  No particular consideration may be given to any particular factor.



Although   the   Company   believes   that   locating    and investigating  specific business proposals  will  happen withing the next few  months, the time this process will take is difficult  to predict.   The time and costs required to select and evaluate  an acquired business candidate (including conducting a due diligence review)  and to structure and consummate the business combination (including   negotiating   relevant  agreements   and   preparing requisite  documents  for  filing  following  the  provisions  of applicable  securities  laws  and state  corporate  laws)  cannot presently be ascertained with any degree of certainty.





12

---



The Company believes that it will make contact with business prospects   primarily  through  the  efforts  of  its  directors, officers and stockholders, who will meet personally with existing management   and  key  personnel,  visit  and  inspect   material facilities,  assets,  products and services  belonging  to  these prospects,  and  undertake  further reasonable  investigation  as management  deems  appropriate, to  the  extent  of  its  limited financial  resources.  Some acquired business candidates  may  be brought  to  the  Company's attention from  various  unaffiliated sources, including securities broker/dealers, investment bankers, venture  capitalists,  bankers, other members  of  the  financial community,  and affiliated sources.  While the Company  does  not presently anticipate engaging the services of professional  firms that specialize in business acquisitions on any formal basis, the Company may engage these firms in the future, in which event  the Company may pay a finder's fee or other compensation.



The  Company has not selected any particular industry or any acquired business in which to our business combination efforts.



Tax Considerations



As   a  general  rule,  federal  and  state  tax  laws   and regulations  have  a significant impact upon the  structuring  of business  combinations.  The Company will evaluate  the  possible tax consequences of any prospective business combination and will endeavor  to structure the business combination so as to  achieve the  most  favorable tax treatment to the company,  the  acquired business  and  their respective stockholders.  The IRS  or  other appropriate  state tax authorities may attempt to re-characterize the tax treatment of a particular business combination; and, as a result there may be adverse tax consequences to the company,  the acquired business and their respective stockholders.



Form and Structure of Acquisition



Of  the  various methods and forms by which the Company  may structure a transaction acquiring another business, management is likely  to  use, without limitation, one of the following  forms: (i)  a leveraged buyout transaction in which most of the purchase price  is provided by borrowings (typically secured by the assets of  the  acquired business and intended to be repaid out  of  the cash  flow of the business) from one or more lenders or from  the sellers  in the form of a deferred purchase price; (ii) a  merger or  consolidation of the acquired corporation into  or  with  us; (iii) a merger or consolidation of the acquired corporation  into or  with a subsidiary of the company organized to facilitate  the acquisition (a "subsidiary merger"), or a merger or consolidation of a subsidiary into or with the acquired corporation (a "reverse subsidiary  merger"); (iv) an acquisition of all or a controlling amount  of  the stock of the acquired corporation followed  by  a merger  of  the acquired business into us; (v) an acquisition  of the assets of a business by us or a subsidiary organized for this purpose;  (vi) a merger or consolidation of the company  with  or into  the acquired business or subsidiary; or (vii) a combination of  any of the aforementioned methods and forms. The actual  form and  structure  of a business combination may be  also  dependent upon  numerous other factors pertaining to the acquired  business and  its  stockholders as well as potential  tax  and  accounting treatments afforded the business combination.



The Company may  utilize cash, equity, debt or a combination of these  as consideration  in  effecting a business combination. Although  the Company has no commitments to issue any  shares  of common  stock,  the  Company will, in  all  likelihood,  issue  a substantial  number of additional shares in  connection   with  a business  combination.  To  the  extent  that additional   shares are  issued,  dilution  to   the   interest   of   the  Company's stockholders  may occur.  Additionally, if a substantial   number of  shares   of   common stock are issued in connection  with   a business  combination, a change in control  of  the  company  may occur.



If   the  Company's securities  are  issued as part  of   an acquisition,   it  cannot  be  predicted  whether  they  will  be issued  in  reliance   upon exemptions  from  registration  under applicable   federal  or  state securities   laws   or   will  be registered  for   public   distribution.  When   registration  of securities  is  required, substantial cost  may be  incurred  and time   delays   encountered.   In  addition,  the   issuance   of additional  securities and their potential sale in  any   trading market  which may develop in our common stock, of which there  is no  assurance,   may  depress  the price of the Company's  common stock   in   that particular market.  Additionally,  issuance  of additional  securities by the Company would result in a  decrease in  the percentage of the company's issued and outstanding shares of  common  stock  by the purchasers  of the common  stock  being offered in this registration statement.



The  Company's  operations may be limited by the  Investment Company  Act  of 1940.  While the Company will attempt to conduct operations  so   as   not   to require  registration   under  the Investment  Company  Act  of  1940, there  can  be  no  assurance that  the  Company  will  not be deemed  to  be  subject  to  the Investment Company Act of 1940.



13

---





There are currently no limitations relating to the Company's ability   to  borrow  funds to increase  the  amount  of  capital available to  the Company  to effect  a  business combination  or otherwise finance the operations of  the acquired business.   The amount and nature of any borrowings by the Company will depend on numerous   considerations,  including   the   Company's   capital requirements,  the  Company's  perceived  ability  to  meet  debt service   on  these borrowings and then prevailing conditions  in the  financial markets, as  well as general economic  conditions. There  can be no assurance that  debt  financing, if required  or otherwise   sought,  would  be available on terms  deemed  to  be commercially acceptable and in  the best interest of the company. The  Company's  inability  to  borrow  funds  for  an  additional infusion of capital into an acquired business  may  have material adverse   effects  on  the  Company's financial   condition   and future  prospects.  To the extent that debt financing  ultimately proves   to  be   available,  any  borrowings  may  subject   the Company   to    various   risks  traditionally  associated   with incurring  indebtedness, including the  risks  of  interest  rate fluctuations  and insufficiency of cash  flow to  pay   principal and  interest.   Furthermore,  an  acquired  business  may   have already  incurred debt financing and, therefore,  all  the  risks inherent with that debt obligation.  The Company does not believe that it will  borrow funds in any event so it is unlikely that it will face these issues.



Because   of   the  Company's small size,  investors  should carefully   consider the business constraints  on  the  Company's ability to raise additional capital when  needed.  Until  a  time as  any  enterprise, product  or  service which  the Company  may acquire  generates revenues sufficient to cover operating  costs, it   is  conceivable  that the Company could  find  itself in   a situation   where it needs additional funds in order to  continue operations.  This need could arise at a time when the Company  is unable   to borrow  funds  and/or market acceptance for the  sale of   additional  shares of the Company's common  stock  does  not exist.



The Company's stockholders  are  relying upon  the  business judgment  of management in connection with the proper expenditure of   the   funds raised  in  this  offering  and in  the   future operations  of  the company.   It  is  not  expected   that   the Company's  stockholders  will  be consulted with respect  to  the expenditure of the proceeds  of  this offering  or in  connection with any acquisition engaged in  by  the Company, unless required by law.



Daily Operations



The  Company  expects to use attorneys  and  accountants  as necessary, and  do not anticipate a need to engage any  full-time employees  so  long   as  it is seeking and  evaluating  business opportunities.   The need for employees  and  their  availability will be addressed in  connection with the decision of whether  or not   to   acquire  or  participate  in   a   specific   business opportunity.   Although  there  is  no  current   plan  to   hire employees  on  a  full-time or part-time basis, some  portion  of working   capital  may  be used to pay any  part-time   employees hired.



Until   an  active  business is commenced or  acquired,  the Company  will  have no  employees or day-to-day operations.   The Company  is  unable to make  any estimate  as   to   the   future number of  employees  which  may  be necessary,  if  any, to work for the company though  the Company doubts any employees  will be hired  at  any  time  before  a  combination.   If   an  existing business   is acquired, it is possible that  its  existing  staff would  be  hired  by the Company.  At the present  time,  it   is the  Company's  intention to meet or be in telephone  contact  at least  once  a  week and  more  frequently, if needed, to  review business  opportunities,  evaluate   potential  acquisitions  and otherwise  operate  the  affairs of  the   company.   Except  for reimbursement of reasonable  expenses incurred   on   behalf   of the   company,   management  will  not be compensated  for  these services rendered on behalf of the company.



14

---



ITEM 7.  FINANCIAL STATEMENTS



TABLE OF CONTENTS









|                                                     | PAGE
|---------------------------------------------------- | ----
|                                                     |     
|Independent Registered Public Accounting Firm Report | 1   
|                                                     |     
|Balance Sheets                                       | 2   
|                                                     |     
|Statements of Operations                             | 3   
|                                                     |     
|Statement of Stockholders Equity                    | 4   
|                                                     |     
|Statements of Cash Flows                             | 5   
|                                                     |     
|Footnotes                                            | 6   













15

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Fuel Corporation of America



We have audited the accompanying balance sheets of Fuel Corporation of America as of December 31, 2004 and 2003 and the related consolidated statements of operations, stockholders equity, and cash flows for each of the years in the three years ended December 31, 2004.  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 audits in accordance with the 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.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
Fuel Corporation of America as of December 31, 2004 and 2003 and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has experienced losses since inception, covering over eight years. This factor 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 the outcome of this uncertainty.











Shelley International CPA





February 18, 2005

Mesa, Arizona







16

F-1

---









FUEL CORPORATION OF AMERICA

Balance Sheets



12/31/04

12/31/03



ASSETS



Cash

0

0



Total Current Assets

0

0



Other Assets

0

0



Total Assets

0

0



LIABILITIES AND STOCKHOLDERS EQUITY



Liabilities

Accounts Payable

3,273

0



Total Current Liabilities

3,273

0



Stockholders Equity



Preferred Stock, authorized 1,500,000

shares, par $0.001



Common Stock, authorized

50,000,000 shares, par value $0.001, issued and

outstanding 3,993,593 at 12/31/04

and 12/31/03

3,994

3,994



Paid in Capital

1,296,246

1,291,746



Retained Earnings (Loss)

(1,303,513)

(1,295,740)



Total Stockholders Equity

(3,273)

0



Total Liabilities and Stockholders Equity

0

0



The accompanying notes are an integral part of these statements







17

F-2

---







FUEL CORPORATION OF AMERICA

Statements of Operations



12/31/04

12/31/03

12/31/02



Revenue

0

0

0



Operating Expenses

General and Administrative

7,773

0

0



Total Expenses

7,773

0

0



Income before Taxes

(7,773)

0

0



Provision for Income Taxes

0

0

0



Net (Loss)

(7,773)

0

0



Primary and Diluted

Earnings per Share

a

a

a



Weighted Average

Number of Shares

3,993,593

3,993,593

2,347,671







a = less than $0.01 per share





The accompanying notes are an integral part of these statements















18

F-3

---









FUEL CORPORATION OF AMERICA

Statements of Stockholders Equity



Common  Stock

Paid in

Accumulated

Total

Shares

Amount

Capital

Deficit

Equity

----------

----------

----------

----------

----------



Balance, December 31, 2001

3,967,229

3,967

1,265,409

(1,271,379)

(2,003)



Conversion of Debt

24,229

25

24,204

24,229



Stock for Services

2,135

2

2,133

2,135



Net loss

(24,361)

(24,361)

----------

----------

----------

----------

----------

Balance, December 31, 2002

3,993,593

3,994

1,291,746

(1,295,740)

0



Net loss

0

0

----------

----------

----------

----------

----------

Balance, December 31, 2003

3,993,593

3,994

1,291,746

(1,295,740)

0





----------

----------

----------

----------

----------



Contributed Services

4,500

4,500



Net loss

(7,773)

(7,773)

----------

----------

----------

----------

----------



Balance, December 31, 2004

3,993,593

3,994

1,296,246

(1,303,513)

(3,273)

----------

----------

----------

----------

----------













The accompanying notes are an integral part of these statements















19

F-4

---





FUEL CORPORATION OF AMERICA

Statement of Cash Flows



12/31/04

12/31/03

12/31/02



Cash from Operations





Net Loss

(7,773)

0

(24,361)



Contributed Services

4,500

0

2,135

Change in Accounts Payable

3,273

0

(2,003)

----------

----------

----------

Cash Provided by Operations

0

0

(39,171)

----------

---------

----------

Cash Used for Investing

0

0

0

----------

----------

----------

Cash Provided by Financing

0

0

0

Conversion of Debt

0

24,229

----------

----------

---------

Cash Provided by Financing

24,229

----------

----------

---------

Net Change in Cash

0

0

0



Beginning Cash

0

0

0

----------

----------

----------

Ending Cash

0

0

0

======

======

======





See Stockholders Equity note for details on stock transactions



The accompanying notes are an integral part of these statements













20

F-5

---





FUEL CORPORATION OF AMERICA

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 Proprieties, Inc. and on 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 had 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 in the oil field.



NOTE  2.

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES



The Company has no assets as of December 31, 2004 or December 31, 2003. 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 available to common shareholders 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) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity.



The Company has not issued any options or warrants or similar securities since inception.



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 of the 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.





Advertising



Advertising is expensed when incurred. There has been no advertising during the periods.



Use of Estimates



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



21

F-6

---





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, nor 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 supply 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 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 its 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 the present.



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 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 the first nine months of 2002 the Company issued 24,229 shares of restricted common stock to its president for debt.



During 2002 the Company issued 2,135 shares of common stock to cover $2,135 of services rendered on behalf of the Company.



During 2004 the Company received from the shareholder contributed services valued at $4,500.



NOTE 5

RELATED PARTY TRANSACTIONS



The sole officer of the Company provides part time services to the Company. These services were valued at $4,500 for the year.



NOTE 6

PROVISION FOR INCOME TAXES



The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.



SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  In the Companys opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $194,685, which is calculated by multiplying a 15% estimated tax rate by the items making up the deferred tax account, the NOL of $1,297,899,. The total valuation allowance is a comparable $195,685.



22

F-7

---







The provision for income taxes is comprised of the net changes in deferred taxes less the valuation account plus the current taxes payable as shown in the chart below.



Net changes in Deferred Tax Benefit less

valuation account

0



Current Taxes Payable

0

-----------

Net Provision for Income Taxes

0

-----------



The federal NOL is due to expire 20 years from the date of its creation. The chart below shows the year of creation, the amount of each estimated 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 in 2013





1994

197,389

2014

1995

23,007

2015

1996

26,957

2016

1997

112,844

2017

1998

2,043

2018

1999

4,923

2019

2000

20,082

2020

2001

13,012

2021

2002

24,361

2022

2003

0



2004 estimated

3,273

2024

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



Total NOL Carryforward

1,297,899



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



NOTE 7

REVENUE AND EXPENSES



The Company currently has no operations and no revenue.



NOTE 6

OPERATING LEASES AND OTHER COMMITMENTS:



The Company also has no assets or lease obligations of any kind.







23

F-8

---





ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS



We have had no disagreements with our independent accountants.



ITEM 8A.  CONTROLS AND PROCEDURES



Within 90 days prior to the date of filing of this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and our Chief Financial Officer, of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective for the gathering, analyzing and disclosing the information we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SEC's rules and forms.  There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation.



Our management does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not  absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



ITEM 8B.  OTHER INFORMATION



None.



PART III



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



The following table sets forth certain information with respect to each of our executive officers or directors.



|NAME       | AGE | POSITION                    | PERIOD SERVING      | TERM     
|---------- | --- | --------------------------- | ------------------- | ---------
|           |     |                             |                     |          
|Frank Hall | 69  | President, CEO and Director | January 2005  2006 | 1 year(1)
|           |     |                             |                     |          
|           |     |                             |                     |          



Footnotes:



(1)

Directors hold office until the next annual stockholders meeting to be held in 2006 or until a successor or successors are elected and appointed.



Directors, Executive Officers and Significant Employees



Set forth below are summary descriptions containing the name  of our  directors and officers, all positions and offices  held  with us, the period during which such officer or director has served as such,  and the business and educational experience of each  during at least the last five years:





24

---





Frank  Hall  was  a graduate of the University  of  Southern California  1957.   Hall  majored in finance  in  the  school  of Business   Administration.   He  has  held  Life  and   insurance disability license and represents many insurance companies.   Mr. Hall worked as President and CEO of ProCell Communications, Inc., 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  Nevada based  Companies,  dedicated to Building  a  Consumer  Comparison Center in Las Vegas with Municipal and Government Assistance.



Family Relationships



None.



Board Committees



We currently have no compensation committee or other board committee performing equivalent functions.  Currently, all members of our board of directors participate in discussions concerning executive officer compensation.



Involvement on Certain Material Legal Proceedings During the Last Five Years



No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.



No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.



No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.



No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.  Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended December 31, 2004 beneficial owners did not comply with Section 16(a) filing requirements applicable to them to the extent they filed all form required under Section 16(a) in February 2005 and had no trading activity in 2004.



25

---





Code of Ethics



We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our sole officer and director serves in all the above capacities.



ITEM 10.  EXECUTIVE COMPENSATION



Remuneration of Directors, Executive Officers and Significant Employees



We   do   not have employment agreements with our executive officers.   We have yet to determine the appropriate terms needed for the creation of employment agreements for our officers.  There has  been  no  discussion  with any of our officers  regarding  any potential  terms  of  these agreements, nor have  such  terms  been determined  with any specificity.  We plan to have these agreements completed by the beginning of the next year.  We have no proposal, understanding or arrangement concerning accrued earnings to be paid in the future.  In the meanwhile, none of our executive officers have been drawing salaries since they were appointed to their positions.



|Summary Compensation Table 
|---------------------------
|                           
|                           
|                           
|Name and
Principal Position
|                           
|Frank Hall                 
|President                  
|                           
|                           



Directors' Compensation



We have no formal or informal arrangements or agreements to compensate our directors for services they provide as directors of our company.



Employment Contracts and Officers' Compensation



Since our incorporation, we have not entered into employment agreements with any of our officers, directors or employees.   Any future  compensation  to  be  paid to  these  individuals  will  be determined  by  our  Board of Directors, and employment  agreements will  be  executed.   We do not currently have plans to pay any

compensation to our officers or directors until such time as we are cash flow positive.



Stock Option Plan And Other Long-term Incentive Plan



We currently do not have existing or proposed option/SAR grants.





26

---





ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Security Ownership of Certain Beneficial Owners and Management



The following table sets forth as of December 31, 2004 certain information regarding the beneficial ownership of our common stock by:



1.   Each person who is known us to be the beneficial owner of more than 5% of the common stock,



2.   Each of our directors and executive officers and



3.  All of our directors and executive officers as a group.



Except  as  otherwise indicated, the persons or  entities  listed below  have  sole voting and investment power with respect  to  all shares  of common stock beneficially owned by them, except  to  the extent  such  power  may be shared with a  spouse.   No change in control is currently being contemplated.



TITLE OF                                    NAME AND ADDRESS             AMOUNT AND           % OF

CLASS                                      OF BENEFICIAL OWNER           NATURE OF              CLASS

BENEFICIAL

OWNER

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

Common                                              Frank Hall, President and           2,805,889                  70.26%



Stock                                                    Director (1)



Officers and Directors as a Group                                                           2,805,889                  70.26%

Footnotes:



(1)   The address of officers and directors in the table is c/o   Fuel Corporation of America, 7656 Rolling View Rd., #201, Las Vegas, Nevada 89149.



Change in Control



No arrangements exist that may result in a change of control of Fuel Corporation of America



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



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  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 September 30,  2001  the  President  received additional  shares  to  cover expenses paid on behalf of the corporation.



During  the year  of 2002 the Company  issued 24,229  shares of restricted common stock to its  president  for debt.



27

---





During  the year of 2002 the Company  issued 2,135  shares of  common  stock to cover  $2,135  of  services rendered  on behalf of the Company.



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 officer(s)  and director(s) 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.





































28

---





ITEM 13.  EXHIBITS



|Exhibit Number | Name and/or Identification of Exhibit                                             
|-------------- | ----------------------------------------------------------------------------------
|               |                                                                                   
|31             | Rule 13a-14(a)/15d-14(a) Certifications                                           
|               |                                                                                   
|32             | Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)





ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



The following table sets forth fees billed to us by our independent auditors for the year ended December 31, 2004 and December 31, 2003 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.



|SERVICES       | 2004     
|-------------- | ---------
|               |          
|AUDIT FEES     | $3,000.00
|TAX FEES       | $500.00  
|ALL OTHER FEES | $-       
|               |          
|TOTAL FEES     | $3,500.00
|               |          



29

---





SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.



|Fuel Corporation of America
|---------------------------
|                           
|Signature                  
|                           
|/s/ Frank Hall             
|Frank Hall                 
|                           
|                           



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



|Signature      | Title                               | Date              
|-------------- | ----------------------------------- | ------------------
|               |                                     |                   
|/s/ Frank Hall | Chief Executive Officer, President, | March
    17, 2005
|Frank Hall     | Secretary, Treasurer and            |                   
|               | Chief Financial Officer             |                   
|               |                                     |                   









30

---